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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.

22. PUBLIC 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 21), 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. Notwithstanding any provision to the contrary contained in this Agreement,
Professional Engineer shall retain sole ownership to its preexisting information including but not
limited to computer programs, software, standard details, figures, templates and specifications to
the extent that Professional Engineer identifies each element of all such information to the City
of Nashua simultaneously with the provision of the same.

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 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.

23. 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

GC 11 of 13

upon which the Board of Public Works or other designated official accepts and approves the
notice of completion.

24. 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.

25. |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.

26. | 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.

27. 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.

GC 12 of 13

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.

28. 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.

29. 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.

30. 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
or unenforceability of any particular provision of this contract shail 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.

31. 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.

32. 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

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EXHIBIT B TO AGREEMENT
BETWEEN
OWNER AND ENGINEER

CAPACITY MANAGEMENT OPERATION AND MAINTENANCE
FOR
SEWER AND DRAINAGE COLLECTION SYSTEMS
RFQ0378-041216

SCOPE OF SERVICES, CONTRACT TIME, FEE SCHEDULE
PROFESSIONAL ENGINEERING SERVICES

This is an exhibit attached to and made part of the Agreement dated June , 2016 between
CDM Smith Inc. fENGINEER) and the City of Nashua, New [lampshire (OWNER).

This exhibit describes the Scope of Services, Contract Time, and Fee Schedule for the project
known as Capacity Management Operation and Maintenance for Sewer and Drainage
Collection Systems. This scope of work provides for assistance with various requirements that
the City of Nashua (OWNER) must conduct to fulfill its requirements under the Draft NPDES
Permit No. NH0100170 (the “Permit”). The Permit includes several components associated with
the operation and maintenance of the collection system including:

Collection System Management Goals

Staffing Levels

Information Management

Condition Assessment and Level of Service

Development of an Operation and Maintenance Plan

Sanitary Sewer Overflow (SSO) and Infiltration / Inflow (I/T) reduction
Funding and Financial Management

Annual Reporting

The scope of services under this exhibit is limited to the development of the initial planning
effort.

1. The Basic Services of the ENGINEER as described in Article 2 of said agreement are
amended and supplemented as follows:

Task A - Project Management and Meetings

A.1 Project Management

ENGINEER shall administer and manage the overall project over the anticipated 6
month project duration. Work shall include general management tasks, invoicing,
monthly progress reports, and correspondence. The project manager will prepare
monthly written progress reports summarizing activities completed, work remaining
and identifying any problems which have occurred or anticipated needs, schedule

CDM Page 1 of 9
mith “ere

Exhibit B
Scope of Services, Contract Time, Fee Schedule

updates, respond to budgetary issues, and correspond as the point of contact for the
project.

A.2 Meetings

ENGINEER shall prepare for and conduct a Project Kickoff meeting and periodic
progress meetings with Owner. The kick-off meeting will provide an overview of the
scope of services, discussion of the project schedules and deadlines and involvement of
OWNER staff throughout the project, discussion of available data sources and factors.
ENGINEER shall prepare minutes and action items resulting from the meetings. It is
estimated that this task will include one (1) kick-off meeting and up to 3 progress
meetings. Additional meetings required in subsequent tasks are included below.

Task B - Review of Existing Program
B.1 Gap Assessment

The first component of the cMOM Program Assessment is to assess the OWNER’s
current position relative to the requirements of the Permit by conducting a “gap
assessment” to serve as the basis for development of an Operation and Maintenance

Plan.

The ENGINEER shall conduct a cMOM Gap Assessment designed to evaluate the
OWNER’s cMOM practices and identify areas where opportunities for improvements
exist. The gap assessment will be undertaken through the use of the EPA checklist — the
intent is to follow up on certain key areas such as asset inventory and condition,
maintenance practices, SOPs, and over all documentation. The following components of
the OWNER’s current program will be evaluated:

= Financial review of how operation and maintenance (O&M) of the wastewater
collection system is funded,

= Personnel, including job assignments, staffing and organizational resources,

= Combined Sewer Overflow (CSO) and Sanitary Sewer Overflow (SSO) notification
procedures,

= Overflow Emergency Response Plan (OERP),
= Inflow/ Infiltration (1/1) Evaluations,

= Sewer inspection and cleaning program,

CDM age 2.0
Smith Page 2010

Exhibit B
Scope of Services, Contract Time, Fee Schedule

= Manhole inspections,

= Logging/reporting procedures,

= Easement/right-of-way maintenance,

m Review ordinances for sewer use, pretreatment, and fats-oil-grease (FOG), and
= Other components of the wastewater collection system.

The specific tasks to complete the Gap Assessment are described below.

B.1.1 Initial Data Collection

The ENGINEER shall develop a list of required data/ information to be obtained from
the OWNER prior to the on-site inspection, including information such as organizational
charts, maps, staffing levels and classifications, system description and inventory. The
ENGINEER shall review this information prior to the on-site task (Subtask B.1.2) for
familiarization with the system and organization, in order to optimize the time on site.

B.1.2 Inspection and Data Collection On-Site

The ENGINEER shall prepare a detailed agenda for an on-site review, including
activities, contact persons, times, and additional data to be reviewed. A detail schedule
will be developed with the OWNER to accommodate the OWNER’s e timetable. A total
of 1 day will be spent conducting interviews and field inspections on-site as well as
follow-up telephone interviews/ questions.

B.1.3 cMOM Program Self-Assessment Checklist

The ENGINEER will assist the OWNER in completing the EPA Region 1 Checklist,
which will include elements from the assessments and evaluations conducted under

other Subtasks.

OWNER shall complete and ENGINEER shall review the following sections of the
Region 1 Checklist:

I. General Information

Il. Continuing Sewer Assessment Plan

IIIA. Collection System Management Organizational Structure

IIIB. Collection System Management: Training

MIC. Collection System Management: Communication and Customer Service
IID. Collection System Management: Management Information System

MIE. Collection System Management: SSO Notification Program

TIF. Collection System Management: Legal Authority

COM hs Page 3 of 9

Exhibit B
Scope of Services, Contract Time, Fee Schedule

IVA. Collection System Operation: Financing

IVB. Collection System Operation: Hydrogen Sulfide Monitoring and Control
IVC. Collection System Operation: Safety

IVD. Collection System Operation: Emergency Preparedness and Response
VA. Equipment and Collection System Maintenance: Sewer Cleaning

VB. Equipment and Collection System Maintenance: Maintenance R-O-W
VC. Equipment and Collection System Maintenance: Parts Inventory

OWNER and ENGINEER shall jointly complete the following sections of the Region 1
Checklist:

IVE. Collection System Operation: Engineering — Capacity

IVF. Collection System Operation: Pumping Stations - Inspection
VIA. SSES: System Assessment

VIB. SSES: Manhole Inspection

VII. Other Actions

ENGINEER will attend one meeting with the OWNER to review and finalize the
checklist.

B.14 Updated Inventory

The ENGINEER will work with the Owner to fill in gaps in the inventory. Where
warranted, further assessments will be recommended to populate the required
information. The inventory will be summarized in a Technical Memorandum, suitable

for submission to EPA.

B.1.5 Develop Analysis and Recommendations

Based on the data collection, interviews and inspections, the ENGINEER shall develop a
series of conclusions regarding the strengths and weaknesses of the OWNER’s current
program and the development of an implementation plan to correct weaknesses over
time. The assessment process will incorporate information that is obtained from the
field during work-site conversations and observations of work practices and equipment
usage, on-site interviews with the OWNER’S O&M and management staff, as
appropriate, the review of documents such as as-built drawings, O&M manuals,
maintenance history, and procedures provided by the OWNER’s staff and field
assessment of facilities and equipment.

The evaluation will follow the structure of the EPA’s Guide for Evaluating Capacity,
Management, Operation and Maintenance (CMOM) Programs at Sanitary Sewer System
Collection System (EPA 305B-05-002, January 2005). The ENGINEER shall develop an
improvement plan that identifies specific actions to be undertaken by the OWNER to

OM Page 4 of 9

Exhibit B
Scope of Se vices, Contract Time, Fee Schedule

improve performance and compliance with CMOM requirements. The improvement
plan will identify the specific actions, the anticipated level of effort and a recommend
schedule for each.

The ENGINEER shall meet with the OWNER to review the recommended improvement
plan and the proposed schedule. Appropriate revisions will be made based on the
‘OWNER’s review and comments.

Task C - GIS Update and CMMS Implementation

C.1 GIS Update

ENGINEER will update the City’s GIS environment to incorporate the up to 75 new sewer
system plans to be entered into the system. CDM Smith will acquire information plan and
existing GIS information from the City, incorporate the requested changes, and develop an
updated GIS database in Esri geodatabase format. As part of this process, CDM Smith will
ensure proper system “connectivity” and confirm asset data population for new assets.
CDM Smith will then install the updated GIS data layers on City systems and prepare data
for integration with the City’s WebGIS application and Cartegraph CMMS environment.
Full integration of GIS with CMMS will be completed as part of a separate task.

C.2 Computerized Maintenance Management System {(CMMS)

As part of this program, implementing an asset management and maintenance tracking
program is a critical component to the overall success of the program and development of
O&M and capital projects for the abatement of CSO, SSOs and water quality improvements.
The OWNER has selected Cartegraph as the vendor of choice for its CMMS.

ENGINEER understands that OWNER’s staff has received Cartegraph training and the
CMMS has been installed and configured. Cartegraph has been populated with existing
asset information and the OWNER does capture most corrective work performed on the
system in work orders written against assets. The focus of this task will be to evaluate
procedures and audit data to ensure all corrective work is being captured and to begin the
process of developing a full-fledged preventative maintenance program tracked and
scheduled within Cartegraph.

C.2.1 Map key procedures

ENGINEER will work with OWNER to develop and modify key procedures for
undertaking formalized maintenance programs. Procedures will include:

* Creating and tracking service requests, including receipt points and the flow of the
service request to the creation of a work order

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Exhibit B
Scope of Services, Contract Time, Fee Schedule

* Corrective maintenance procedures from the point that service request is converted toa
work order and the routing and closing of the work order

¢ Preventative maintenance routing based on asset classification and the OWNER’s range
of assets as well as approval, closure and tracking.

The intent is to create basic work flow that can then be implemented in CMMS to serve as
foundation of the OWNER’s maintenance program.

C.2.2 Prepare inventory data for loading

ENGINEER will prepare a data load file to populate the CMMS with the asset data
developed during the inventory task. It is expected that this will include asset identification
number, locational information, estimated installation date, and specification information
and condition. ENGINEER is including an allowance of 20 hours to develop a load file to
import to the CMMS. Depending on how CMMS has been configured it may not be
possible to load all data developed during data collection phase. ENGINEER’s assumption
is that OWNER’s and Vendor’s staff will be responsible for the import into Cartegraph.

C.2.3 Develop work order coding

The CMMS can be a powerful tool to track the efficiency of the maintenance function as well
as to retain data that will be required for various EPA reports (FOG issues, overflows,
backups, miles of pipe cleaned, # of manholes cleaned, etc.). The focus of this task will be to
review existing coding and to modify, as necessary so that different work types can be easily
differentiated (planned versus unplanned), and the type of problem being addressed as well
as the outcome of the effort. ENGINEER’s assumption is that OWNER’s and Vendor’s staff
will be responsible for the import into Cartegraph.

C.2.4 Identify key preventative maintenance procedures

ENGINEER will work with OWNER to identify 10 to 15 most critical PM tasks that should
be performed to collection system and will assist OWNER in developing job plans for those
activities. The intent is that the job plans can then be assigned to asset classifications with
established frequencies to jump start the OWNER’s preventative maintenance program and
to be consistent with the spirit of the CMOM requirements. ENGINEER’s assumption is
that OWNER’s and Vendor's staff will be responsible for the import into Cartegraph.

C.2.5 Identify key performance metrics and regulatory requirements

ENGINEER will work with the OWNER to develop key performance metrics to track the
efficiency of the maintenance program and to document any existing gaps in resources to
fully perform the maintenance function. Typical metrics include planned to unplanned
work order time, PM backlog, PM’s completed on time, PMs closed without completion,
unplanned equipment downtime, Equipment availability. ENGINEER will work with the

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Exhibit B
Scope of Services, Contract Time, Fee Schedule

OWNER and the CMMS vendor to develop reports that can be provided to field crews and
utility management regularly (monthly or quarterly depending on metrics and quantity of
work to be performed).

The second aspect of this task will be to identify and develop data and reports that will be
required for regulatory agency reports. These typically include overflows, blockages, FOG
issues, miles of pipe cleaned and # of manholes cleaned. It is assumed that the PM and CM
work plans identified above will include these activities and it is assumed that if the work is
performed by an outside contractor, such as pipe cleaning, it will still be logged as a work
order so it can be tracked for reporting purposes.

ENGINEER’s assumption is that OWNER’s and Vendor's staff will be responsible for the
import into Cartegraph.

Task D - Budget Analysis and Review

ENGINEER will develop financial projections for the sewer utility taking into account
current costs of operation and maintenance, existing capital plans, and existing CSO
requirements and schedules. The baseline expenditures will then be supplemented with
anticipated requirements to comply with the CMOM requirements, including any existing
or anticipated resource deficiencies in terms of labor and equipment, enhanced operations
and maintenance activities, and additional collection system repair and replacement costs.

‘The intent is to develop 20 year projections of sewer utility revenue requirements and rate
requirements for the next five years. The focus of this will be to understand the overall level
of increases that are likely and how to minimize and mitigate any rate spikes. This will
include timing of debt, when additional staff are brought on, how quickly major
maintenance programs are implemented. ENGINEER will build the financial projections
starting from the City’s existing rate model.

Task E- System Wide Operation and Maintenance Plan

ENGINEER will develop a system wide Operation and Maintenance Plan based on the tasks
completed above. The O&M Plan will comply with the requirements of the Permit and will
consist of a detailed list of specific tasks. Elements of the plan will include:

m Sewer Collection System Inspection, Assessment and Maintenance
= Drainage System Inspection, Assessment and Maintenance

= MS4 Compliance

= Infiltration / Inflow Control

= Staff Organization and Training

= Implementation Plan for the Cartegraph Sewer Module

= Annual CIP Items

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