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17.

18.

19.

Service Provider agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of
work, and obligation of Service Provider under this contract.

In connection with the performance of work under this contract, Service Provider agrees not to
discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Service Provider agrees, if applicable, to insert these provisions in all subcontracts, except for
subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Service Provider shall constitute a material breach of the contract.

ENDORSEMENT Service Provider shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared
by Service Provider or under its direction as required under the laws of the State of New
Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Service Provider shall not
assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City of Nashua. Any such assignment, transfer,
delegation, or subcontracting without the prior written consent of the City of Nashua is void. Any
consent of the City of Nashua to any assignment, transfer, delegation, or subcontracting shall only
apply to the incidents expressed and provided for in the written consent and shall not be deemed
to be a consent to any subsequent assignment, transfer, delegation, or subcontracting. Any such
assignment, transfer, delegation, or subcontract shall require compliance with or shall incorporate
all terms and conditions set forth in this agreement, including all incorporated Exhibits and
written amendments or modifications. Subject to the foregoing provisions, the contract inures to
the benefit of, and is binding upon, the successors and assigns of the parties.

CiTY INSPECTION OF CGNTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Service Provider related to this contract shall be subject to inspection,
examination and audit by the City of Nashua, including, but not limited to, the contracting
agency, the Board of Public Works, Corporation Counsel, and, if applicable, the Comptroller
General of the United States, or any authorized representative of those entities.

. DISPCSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or

other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort {e.g., electronic, magnetic, digital) prepared by or supplied to Service Provider
in the performance of its obligations under this contract shall be the exclusive property of the City
of Nashua and all such materials shall be remitted and delivered, at Service Provider's expense,
by Service Provider to the City of Nashua upon completion, termination, or cancellation of this
contract. Alternatively, if the City of Nashua provides its written approval to Service Provider,
any books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its
obligations under this contract must be retained by Service Provider for a minimum of four years
after final payment is made and all other pending matters are closed. If, at any time during the
retention period, the City of Nashua, in writing, requests any or all of the materials, then Service
Provider shall promptly remit and deliver the materials, at Service Provider's expense, to the City
of Nashua. Service Provider shall not use, willingly allow or cause to have such materials used

GC § of 11

22,

23.

for any purpose other than the performance of Service Provider's obligations under this contraci
without the prior written consent of the City of Nashua.

i. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Service Provider expressly agrees thai all

documents ever submitted, filed, or deposited with the City of Nashua by Service Provider
(including those remitted to the City of Nashua by Service Provider pursuant to paragraph 20),
uniess designated as confidential by a specific statue of the State of New Hampshire, shall be
treated as public records and shall be available for inspection and copying by any person, or any
governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Service Provider. The City of Nashua shall have the right to reproduce any such
materials.

Service Provider expressly and indefinitely waives all of its rights to bring, including but not
limited to, by way of complaint, interpleader, intervention, or any third party practice, any claims,
demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Service Provider
agrees to indemnify, to defend, and to hold harmless the City of Nashua, its representatives, and
employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether rightful or otherwise, that any materiai
prepared by or supplied to Service Provider infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Service Provider infringes any patent.

Service Provider shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain the
necessary licenses to use the infringing materials, concepts, products, or processes, provided that
such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Service Provider shall
notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Service Provider in writing that the whole of the work was completed on
the date indicated in the notice or provide Service Provider with a written list of work not
completed. With respect to work listed by the City of Nashua as incomplete, Service Provider
shall promptly complete the work and the final acceptance procedure shall be repeated. The date
of final acceptance of a project by the City of Nashua shall be the date upon which the Board of
Public Works or other designated official accepts and approves the notice of completion.

TAXES Service Provider shall pay all taxes, levies, duties, and assessments of every nature due
in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Service Provider hereby indemnifies and holds harmless the City of Nashua
from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

GC 9 of 11

24. NON-WA:VER OF TERMS ANS CONDITIONS None of the terms and conditions of this contract

25.

26.

27,

28.

29.

shall be considered waived by the City of Nashua. There shall be no waiver of any past or future
default, breach, or modification of any of the terms and conditions of the contract unless
expressly stipulated to by the City of Nashua in a written waiver.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Service Provider shall not allow any officer or employee of the City of
Nashua to have any indirect or direct interest in this contract or the proceeds of this contract.
Service Provider warrants that no officer or employee of the City of Nashua has any direct or
indirect interest, whether contractual, noncontractual, financial or otherwise, in this contract or in
the business of Service Provider. If any such interest comes to the attention of Service Provider
at any time, a full and complete disclosure of the interest shall be immediately made in writing to
the City of Nashua. Service Provider also warrants that it presently has no interest and that it will
not acquire any interest, direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this contract. Service Provider further
warrants that no person having such an interest shall be employed in the performance of this
contract. If City of Nashua determines that a conflict exists and was not disclosed to the City of
Nashua, it may terminate the contract at will or for cause in accordance with paragraph 8.

In the event Service Provider (or any of its officers, partners, principals, or employees acting with
its authority) is convicted of a crime involving a public official arising out or in connection with
the procurement of work to be done or payments to be made under this contract, City of Nashua
may terminate the contract at will or for cause in accordance with paragraph 8. Upon termination,
Service Provider shall refund to the City of Nashua any profits realized under this contract, and
Service Provider shall be liable to the City of Nashua for any costs incurred by the City of Nashua
in completing the work described in this contract. At the discretion of the City of Nashua, these
sanctions shall also be applicable to any such conviction obtained after the expiration or
completion of the contract.

Service Provider warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Service Provider to any officer or employee of the City of Nashua with a
view toward securing a contract or securing favorable treatment with respect to the awarding or
amending or making of any determinations with respect to the performance of this contract. if
City of Nashua determines that such gratuities were or offered or given, it may terminate the
contract at will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Service Provider,
including any of their respective agents or employees, shall not be liable to third parties for any
act or omission of the other party. This contract is not intended to create any nghts, powers, or
interest in any third party and this agreement is entered into for the exclusive benefit of the City
of Nashua and Service Provider.

SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by their
nature survive termination or completion of this contract shall remain in full force and effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or

unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity

GC

jad

G of it

30.

31.

or unenforceability of any particular provision of this contract shall not affect any other provision,
the contract shall be construed as if such invalid or unenforceable provisions were omitted, and
the parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying
the invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Service Provider. The parties shall not be bound by or
be liable for any statement, representation, promise, inducement, or understanding of any kind or
nature not set forth in this contract. No changes, amendments, or modifications of any terms or
conditions of the contract shall be valid unless reduced to writing and signed by both parties.

CHGICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the
State of New Hampshire and any claim or action brought relating to this contract, the work
performed or contracted to be performed thereunder, or referable in anyway thereto shall be
brought in Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in
the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC 11 of 11

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THE CITY OF NASHUA “The Gate City"

Administrative Services

Purchasing Department

August 8, 2019
Memo #20-010

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: THE SANBORN MAPPING CO. CHANGE ORDER 1 — ORTHOIMAGERY AND
PHOTOGRAMMETRIC MAPPING PROJECT — PHASE 2 (VALUE: $135,551)
DEPARTMENT: 134 GIS; FUND: CAPITAL $41,951

168 SOLID WASTE; FUND: SOLID WASTE $15,600
169 WASTEWATER; FUND: WASTEWATER $78,000

Please see the attached communication from Stephen Dookran, P.E., City Engineer, dated July 30, 2019
for information related to Change Order 1.

The City Engineer, Board of Public Works (July 30, 2019 meeting) and the Purchasing Department

recommend the approval of Change Order 14 in an amount of $135,551 to The Sanborn Mapping Co. of
Colorado Springs, CO.

Respectfully,

Dan Kooken
Purchasing Manager

Ce: S Dookran L Fauteux

229 Main Street * Nashua, New Hampshire 03061 © Phone (603) 589-3330 Fax (603) 589-3233

113

3. PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work by December
31, 2022 which date shall only be altered by mutually approved written agreement to extend the period of
performance or by termination in accordance with the terms of the contract. Professional Engineer shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City

of Nashua.

4. COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to exceed
Dollars ( $26,730.00.)

The Contract Sum shall include all items and services necessary for the proper execution and completion
of the Work.

Unless Professional Engineer has received a written exemption from the City of Nashua, Professional
Engineer shall submit monthly requests for payment for services performed under this agreement in
accordance with the values stated in the Agreement. Such requests shall be supported by such data
substantiating the Professional Engineer s right to payment as the City of Nashua may reasonably require.
Professional Engineer shall submit monthly requests for payment for services performed under this
agreement shall be submitted as follows:

>» Electronically via email to VendorAPInvoices@@NashuaNH.gov

OR

>» Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Please donot submit invoices both electronically and paper copy.

in addition, and to facilitate the proper and timely payment of applications, the City of Nashua requires
that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

Requests for payment shal! be submitted no later than fifteen (15) days after the end of each month and
must include a detailed summary of the expenditures reported in a form that supports the approved budget.
Specifically, Professional Engineer agrees to provide the following with each request for payment:

|. Appropriate invoice forms. The forms shall include the project purchase order number, a listing
of personnel hours and billing rates, and other expenditures for which payment is scught.

2. A progress report. The report shall include, for each monthly reporting period, a description of
the work accomplished, problems experienced, upcoming work, any extra work carried out, and a
schedule showing actual expenditures billed for the period, cumulative total expenditures billed
and paid to date under the contract, and a comparison of cumulative total expenditures billed and

paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Professional Engineer. The City of
Nashua will pay Professional Engineer within 30 days of approval by the City of Nashua of the submitted
invoice forms and progress reports. The City of Nashua will make no payments until the invoice forms and
progress reports have been submitted and approved.

AG lof3

To:

From:

Re:

B. Motion:

Attachment:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: July 30, 2019

Stephen Dookran, P.E., City Engineer
Engineering Department

Orthoimagery and Photogrammetric Mapping Project — Phase 2

To approve a change order to the purchase order with The Sanborn Mapping
Company of Colorado, CO in the amount of $135,551 to complete Phase 2 of the
Orthoimagery and Photogrammetric Mapping Project. 134 GiS; Fund: General
$41,951, 168 Solid Waste: Fund: Solid Waste $15,660, 169 Wastewater: Fund:
Wastewater: Fund: Wastewater $78,000; Account: 53 Professiona! & Technical
Services.

Sanborn Scope and Fee

In March 2019, CDM Smith, Inc. assisted the City in developing a proposal with
The Sanborn Mapping Company to complete an update to the data base layers in
the City’s Geographic Information System (GIS) mapping. CDM Smith created
the original City GIS mapping and continues to develop and refine the GIS.

Many of the mapping layers used today were created using imagery captured in
1998 when the original data was collected for creation of the GiS mapping. Phase
1 of this project captured current digital imagery this past spring while vegetation
remained dormant for a cost of $20,000. Phase 2 will complete the required tasks
to develop layers for the GIS from the imagery. Data will be collected and
mapping layers generated for features associated with buildings, waterways,
roadways, vegetation, recreation and utilities as well as topographic centours.
Getting the data current and having more detailed topography will improve the
Division’s ability to plan operations and maintenance and in producing conceptual
designs. A complete list of mapping layers to be generated is shown on Table 1
of the proposal. City wide 40 scale maps will also be produced. The cost of Phase
2 is $135,551 and requires a change order to the purchase order. The total cost of
this project with Sanborn would be $155,551.

Corporate Headquarters Phone: 719.593.0093

1935 jamboree Drive Toll-Free: 1.866.726.2676
Suite 100 Fux: 719.528.5093
Colorada Springs, CO 80920 www.sanborn.com

March 5, 2019

Mr. Jayson Brennen, GISP

Vice President

CDM Smith

670 N. Commercial St, Suite 208
Manchester, NH 03101

P/F 603.222.8323

brennenjd(@cdmsmith.com

Re: Revised Proposal for Orthoimagery and Photogrammetric Mapping Project, City of Nashua, NH

Dear Mr. Brennen:

The Sanborn Map Company, Inc. (Sanborn), understands that the City of Nashua, NHI (the City), is seeking to
engage the services of a professional mapping company to provide digital orthophotography and photogrammetric
mapping services. Sanborn has the personnel, equipment, knowledge, and experience to successfully complete the
required tasks, and we are pleased to present our proposal. This revision of the proposal separates the acquisition
cost from the remainder of the fees; removes the 4-inch spatial resolution option, since the 2-inch spatial resolution
option has been selected; includes the addition of the project schedule; adds a summary list of the planimetric
features; delineates a Phase I and Phase II in both the schedule and the payment terms; and updates the schedule
dates.

Statement of Work

« Project Area: The area of interest (AOJ) for the project is understood to be that within the legal boundary of
the City, consisting of approximately 31.7 square miles

w Georcferencing: New Hampshire State Plane Coordinate System NAD83 (U.S. Survey Feet), latest revision.
Vertical datum NAVD88. Combination of ABGPS/IMU and ground control

m Acquisition Conditions: Spring 2019, snow free, leaf-off
= Digital Orthophotography
Spatial resolution = 2-inches

s Spatial accuracy = 2 pixels RMSE per ASPRS Positional Accuracy Standards for Digital Geospatial Data
(EDITION 1, VERSION 1.0 -NOVEMBER 2014)

® Spectral resolution = 4-band RGB/NIR
= Radiometric resolution = 8 bits per channel
* Digital Elevation Model (DEM) developed from imagery through autocorrelation
* Delivery in TIFF/TIFW and MrSID file formats
a Planimetric Mapping
® Stereoscopic data extraction of features ~ summary list provided in Table 1 below
» Spatial accuracy equal to 2-inch GSD orthoimagery
® Feature list per specification/as provided to Sanborn

= Delivery in Esri File Geodatabase format

Quote-Budgetary Estimate Letter Template v3; 11/7/17 Page 1of3