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20.

Professional Engineer 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 Professional Engineer under this contract.

In connection with the performance of work under this contract, Professional Engineer 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.

Professional Engineer 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 Professional Engineer shall constitute a material breach of the contract.

. ENDORSEMENT Professional Engineer shall seal and/or stamp and sign professional documents

including drawings, plans, maps, reports, specifications, and other instruments of service prepared
by Professional Engineer or under its direction as required under the laws of the State of New
Hampshire.

. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Engineer 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 CONTRACT MATERIALS The books, records, documents and accounting

procedures and practices of Professional Engineer 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, Corporation Counsel, and, if applicable, the Comptroller General of the United
States, or any authorized representative of those entities.

DISPOSITION 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 Professional
Engineer 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 Professional Engineer's
expense, by Professional Engineer to the City of Nashua upon completion, termination, or
cancellation of this contract. Alternatively, if the City of Nashua provides its written approval to
Professional Engineer, 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 Professional Engineer in the
performance of its obligations under this contract must be retained by Professional Engineer 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 Professional Engineer shall promptly remit and deliver the materials, at Professional

GC 8 of 11

2i.

22.

23.

Engineer's expense, to the City of Nashua. Professional Engineer shall not use, willingly allow or
cause to have such materials used for any purpose other than the performance of Professional
Engineer's obligations under this contract without the prior written consent of the City of Nashua.

PL'BLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Engineer expressly agrees that
all documents ever submitted, filed, or deposited with the City of Nashua by Professional Engineer
(including those remitted to the City of Nashua by Professional Engineer pursuant to paragraph
20), unless 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 Professional Engineer 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 Professional Engineer. The City of Nashua shall have the right to reproduce any
such materials.

Professional Engineer 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. Professional Engineer
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 material
prepared by or supplied to Professional Engineer infringes any copyright or that any equipment,
material, or process (or any part thereof} specified by Professional Engineer infringes any patent.

Professional Engineer 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, Professional Engineer 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 Professional Engineer in writing that the whole of the work was completed
on the date indicated in the notice or provide Professional Engineer with a written list of work not
completed. With respect to work listed by the City of Nashua as incomplete, Professional Engineer
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 Director of
Economic Development or other designated official accepts and approves the notice of completion.

TAXES Professional Engineer 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. Professional Engineer 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 9of 11

24.

25,

26.

27.

28,

29.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract 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 Professional Engineer 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.
Professional Engineer 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 Professional Engineer. If any such interest comes to the attention of Professional
Engineer at any time, a full and complete disclosure of the interest shall be immediately made in
writing to the City of Nashua. Professional Engineer 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. Professional
Engineer 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 Professional Engineer (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, Professional Engineer shall refund to the City of Nashua any profits realized under
this contract, and Professional Engineer 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.

Professional Engineer warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Professional Engineer 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 Professional Engineer,
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 rights, powers, or interest
in any third party and this agreement is entered into for the exclusive benefit of the City of Nashua
and Professional Engineer.

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 Inthe 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

GC 10 of 11

30.

31.

32.

jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity 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 Professional Engineer. 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.

CHOICE 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.

TIME IS OF THE ESSENCE Time is expressly made of the essence with respect to this agreement
and the dates prescribed in it.

GC 11 of 11

Preamble

The Following is a Scope of work and Fee is for final design. It is understood and acknowledged
this will be a phased approached with an initial phase of not to exceed $350,000.00 being
authorized out of the total $404,340.00 as outlined in the following pages. The work will be
prorated accordingly as mutually agreed to in writing prior to any issuance of a notice to proceed.

It is further acknowledged and understood by all parties that no work or task shall occur without
the prior written authorization from the City of Nashua.

EXHIBIT B
The H.L. Turner Group Inc.

27 Locke Road Concord, NH 03301 =: 603.228.1122 hiturner.com

May 11, 2022

Mr. Timothy Cummings

Director of Economic Development
City of Nashua

229 Main Street

Nashua, NH 03060

SUBJECT: Proposal for Engineering Design Services
Nashua Riverfront Development Project
Nashua, New Hampshire

Dear Mr. Cummings:

Per your request, The H.L. Turner Group Inc. (TTG) offers the following proposal to the City
of Nashua (City) to provide certain final engineering design in conjunction with the City’s
Nashua Riverfront Development Project.

As the City is aware, TTG has been part of the project design team providing overall project
flood resiliency engineering and structural engineering design for the elevated walkway
portions of the project. The basis for final engineering design is shown and described on the
VHB, February 2, 2022, Nashua Riverfront Preliminary Design Plans and in the Preliminary
Design Narrative that was submitted to the City on the same date.

The following Scope of Services presents a general description of the TTG final engineering
work and follows the project scope breakdown identified in the VHB Preliminary Design
Narrative. Attachment A to this proposal is a breakdown of the man-hour effort to
complete the engineering and CAD work to prepare the final engineering design plans.
Construction plans and technical specifications will be prepared once permit comments are
received from the required regulatory agencies and the City’s Construction Manager (CM)
comments on the final engineering plans. The extent of comments is unknown at this time.
An allowance will be identified and carried in the TTG fee estimate.

SCOPE OF SERVICES

The following are considered basic services for the final design engineering scope:

Segment 1 — Cotten Mill Bridge ADA Ramp

No TTG final engineering required.

Final Engineering Design Proposal 05-11-22 4920 1

ARCHITECTS = ENGINEERS ® BUILDING SCIENTISTS

©Copyright 2022

Segment 2 — Path and Riverbank Enhancements

2.1 TTG will perform additional river normal and flood analyses to evaluate the flood
resiliency of Tighe & Bond’s riverbank protection system(s) and modifications to the
park and boardwalk alignment to avoid conflicts with the Eversource substation.

Segment 3 — Substation Screening

3.1 TTG will perform final and structural design for the metal screening structure based
on Payette Architect’s March 6, 2022 design.

3.2 TTG will perform preliminary (recently completed) and final structural design for the
screening structure foundation. Prepare final engineering plans and specifications

for review and approval by the City.

Note: A new or revised foundation design different from the preliminary design is
required as Eversource is not in agreement with the TTG preliminary design.

3.3 TTG will perform additional river normal and flood analyses to evaluate fload
resiliency of Tighe & Bond's riverbank (cove) protection system(s).

Segment 4 — Boardwatk Connector

4,1 Perform river engineering analyses using the river model to determine scour, debris
and ice loading impacts for fload resiliency.

4.2 Perform structural design of the pile and pile foundation, the boardwalk/pile
connection, and other structural connections/detaiis.

43 Prepare final engineering plans and specifications for City review and approval.

Segment S — Multi-Use Path Connector

5.1 Evaluate the proposed riverbank protection system by VHB or others for the
potential of erosion and scour using the river hydraulic model to determine bank
velocities and soil shear.

Segment 6 — 53 Main Street Boardwalk

6.1 Redesign the walkway piles consistent with avoiding the siphon sewer facility and
geotech recommendations being sought as part of final engineering design.

Final Engineering Design Proposal 05-11-22 2
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TURNER
GROUP

6.2 Verify using the river hydraulic model that there continues to be “0.00 ft rise” with
the redesigned elevated walkway piles.

6.3 Develop structural details for the boardwalk/pile and associated connections.

6.4 Evaluate the proposed riverbank protection under the boardwalk and around the
piles by VHB or others for the potential of erosion and scour using the river
hydraulic model to determine bank velocities and soil shear.

6.5 Prepare final engineering drawings and specifications for City review and approval.

Segment 7 — Riverfront Path Along BAE Property

7.1 Evaluate the proposed riverbank slope stabilization being proposed by VHB or
others for the potential of erosion and scour using the river hydraulic model to
determine the bank velocities and soil shear.

Segment 8 — New River Crossing (Pedestrian Bridge)

8.1 Evaluate, using the river hydraulic model, the impacts to the floodway and the “0.00
ft rise” criteria based on moving the bridge abutment to avoid interference with the
sewer interceptor.

8.2 Provide findings and recommendations on the bridge abutment relocation, and
impacts to erosion and scour to the river side slopes and channel.

Segment 9 — Southside Trail Improvements
No TTG final engineering required.

Segment 9-A — 58-60 Main Street to ADA Ramp Behind Library

No TTG final engineering required.

Segment 9-B — Library ADA Ramp to PanAm Bridge

No TTG final engineering required.

Segment 9-C — PanAm Bridge to Temple Street

No TTG final engineering required.

Final Engineering Oesign Proposal 05-11-22 3
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TURNER
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Segment 10 —- Replace and Widen ADA Ramp Below Library

No TTG final engineering required.

Segment 11 — 58-60 Main Street Boardwalk and Ramp

11.1 Design the final boardwalk bracket connections for the building.

11.2 Design the transition corner from the bracketed boardwalk to the parking lot ramp.
11.3. Design the ramp boardwalk and supporting piles.

11.4 Evaluate riverbank slope protection for erosion and scour.

11.5 Prepare final drawings and specifications for City review and approval.

Segment 12 — Bicentennial Park Renovation

12.1 Coordinate and resolve the interface connection between the park and the 4 Water
Street boardwalk with Halvorson/Tighe & Bond.

12.2 Design the modified retaining wall and other foundation structures for the park —
4 Water Street interface including consideration of the existing underground
utilities.

12.3. Evaluate river erosion and scour potential at the retaining wall interface.

12.4 Prepare final design drawings and specifications.

Segment 13 — 4 Water Street Boardwalk

13.1 Design the boardwalk river piles and building connections.
13.2. Design boardwalk structural details and pile connections.

13.3. Coordinate the final design of the expanded boardwalk with Halvorson/Tighe &
Bond where Renaissance Park and the new floating dock gangway ramp meet.

13.4 Design the details of the expanded boardwalk section.
13.5 Design the new retaining wall and river pile supports for the expanded walkway.

13.6 Design the new floating dock river piles.

Final Engineering Design Proposal 05-11-22
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13.7

13.8

13.9

13.10

Design the new floating dock and gangway system including intermediate supports.

Re-examine the “0.00 ft rise” river model with the final design pile features to
confirm conformance.

Use the river model to assess pile erosion and scour, ice, and woody/miscellaneous
debris loadings.

Prepare final design drawings and specifications for City review and approval.

Segment 14 — Renaissance Park Improvements

14.1

14.2

14.3

14.4

14.5

Coordinate final park layout with the City and Halvorson/Tighe & Bond to minimize
the length and extent of the river walls and river slope embankment.

Perform additional river modeling to verify river wall and embankment grading do
not violate the “0.00 ft rise” flood level criteria. Use the river model to determine
velocity, scour and erosion potential as parameters in designing the final
embankment surface treatment(s).

Design the structural and geotechnical aspects of the new river retaining wall
including any special support(s) over the existing 30-inch City stormwater drain line.

Design the geotechnical, hydraulic, and structural elements of the proposed river
embankment.

Prepare fina! design plans and specifications for City review and approval.

Segment 14 — Revised Water Street and Factory Street Parking Layout

No TTG final engineering required.

Permitting Support

TTG will provide permitting support to the City in the implementation of permit terms and
conditions within its final engineering design.

ADDITIONAL SERVICES

The following are considered additional services that are not considered final engineering
design; but, will be needed to complete the final engineering phase of this project:

Finat Engineering Design Proposal 05-11-22

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TURNER

GROUP