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11.

as described above within 30 days, the parties may request that the dispute be submitted to the
Board of Public Works for resolution. If the parties are dissatisfied with the decision of the Board
of Public Works, the parties’ reserve the right to pursue any available legal and/or equitable
remedies for any breaches of this contract except as that right may be limited by the terms of this
contract,

. NO DAMAGES FOR DELAY Apart from a written extension of time, no payment, compensation,

or adjustment of any kind shail be made to Independent Contractor for damages because of
hindrances or delays in the progress of the work from any cause, and Independent Contractor
agrees to accept in full satisfaction of such hindrances and delays any extension of time that the
City of Nashua may provide.

INSURANCE Independent Contractor shall carry and maintain in effect during the performance of
services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Covyerage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability;
>» and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$ 100,000.

Independent Contractor shall maintain in effect at all times during the performance under this
contract all specified insurance coverage with insurers. None of the requirements as to types and
limits to be maintained by Independent Contractor are intended to and shall not in any manner
limit or qualify the liabilities and obligations assumed by Independent Contractor under this
contract. The City of Nashua shall not maintain any insurance on behalf of Independent
Contractor. Subcontractors are subject to the same insurance requirements as Independent
Contractor and it shall be the Independent Contractor’s responsibility to ensure compliance of this
requirement.

Independent Contractor will provide the City of Nashua with certificates of insurance for
coverage as listed below and endorsements affecting coverage required by the contract within ten
calendar days after the City of Nashua issues the notice of award. The City of Nashua requires
thirty days written notice of cancellation or material change in coverage. The certificates and
endorsements for each insurance policy must be signed by a person authorized by the insurer and
who is licensed by the State of New Hampshire. General Liability and Auto Liability policies
must_name the City of Nashua as an additional insured and reflect on the certificate of
insurance. Independent Contractor is responsible for filing updated certificates of insurance with
the City of Nashua's Risk Management Department during the life of the contract.

> — All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

> If aggregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Independent Contractor must maintain umbrella liability
insurance of at least $1,000,000. All aggregates must be fully disclosed on the
required certificate of | insurance.

> The specified insurance requirements do not relieve Independent Contractor of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Independent Contractor is encouraged to purchase such additional
insurance, as it deers necessary.

> The insurance provided herein is primary, and no insurance held or owned by the City
of Nashua shall be called upon to contribute to a loss.

GC 6 of 11

> Independent Contractor is responsible for and required to remedy all damage or loss to
any property, including property of the City of Nashua, caused in whole or part by
Independent Contractor or anyone employed, directed, or supervised by Professional
Engineer.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent

13.

14,

15.

16.

Contractor agrees to indemnify and shali defend and hold harmiess the City of Nashua, its agents,
officials, employees and authorized representatives and their employees from and against any and
ali suits, causes of action, legal or administrative proceedings, arbitrations, claims, demands,
damages, liabilities, interest, attorney’s fees, costs and expenses of any kind or nature in any
manner caused, occasioned, or contributed to in whole or in part by reason of any negligent act,
omission, or fault or willful misconduct, whether active or passive, of Independent Contractor or
of anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Independent Contractor’s indemnity, defense and hold harmless
obligations, or portions thereof, shall not apply to liability caused by the sole negligence or
willful misconduct of the party indemnified or held harmless.

FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
fails to appropriate monies for the ensuing fiscal year sufficient for the performance of this
contract.

Nothing in this contract shall be construed to provide Independent Contractor with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this contract
that are not paid to Independent Contractor shall automatically revert to the City of Nashua’s
discretionary control upon the completion, termination, or cancellation of the agreement. The
City of Nashua shall not have any obligation to re-award or to provide, in any manner, the
unexpended funds to Independent Contractor. Independent Contractor shall have no claim of any
sort to the unexpended funds.

COMPENSATION Review by the City of Nashua of Independent Contractor's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City of
Nashua. If there is insufficient information, the City of Nashua may require Independent
Contractor to submit additional information. Unless the City of Nashua, in its sole discretion,
decides otherwise, the City of Nashua shall pay Independent Contractor in full within 30 days of
approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Independent Contractor, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Independent
Contractor shall, throughout the period services are to be performed under this contract, monitor
for any changes to the applicable laws, statutes, regulations, ordinances, orders, or requirements,
shall promptly notify the City of Nashua in writing of any changes to the same relating to or
affecting this contract, and shall submit detailed documentation of any effect of the change in
terms of both time and cost of performing the contract.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Independent Contractor agrees to the following terms. Independent
Contractor will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Independent Contractor agrees to take affirmative action to employ,

GC 7 of 11

17.

18.

19.

advance in employment, or to otherwise treat qualified, handicapped individuals without
discrimination based upon physical or mental handicap in all employment practices, including but
not limited to the following: employment, upgrading, demotion, transfer, recruitment,
advertising, layoff, termination, rates of pay, or other forms of compensation and selection for
training, including apprenticeship.

Without limitation of the foregoing, Independent Contractor's attention is directed to 41 C.P.R. §
60-1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated
into this contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action
Obligations of Independent Contractors and Subcontractor for Disabled Veterans and Veterans of
the Vietnam Era," which, by reference, is incorporated in this contract, and to 41 C.F.R. § 60-471
and the clause entitled "Affirmative Action Obligations of Independent Contractors and
Subcontractors for Handicapped Workers," which, by this reference, is incorporated in this
contract.

Independent Contractor 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 Independent Contractor under this contract.

In connection with the performance of work under this contract, Independent Contractor 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.

Independent Contractor 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 Independent Contractor shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor 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 Independent Contractor 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.

GC 8 of 11

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

21.

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 Independent
Contractor 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 Independent
Contractor's expense, by Independent Contractor to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Independent Contractor, 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 Independent
Contractor in the performance of its obligations under this contract must be retained by
Independent Contractor 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 Independent Contractor shall promptly remit and
deliver the materials, at Independent Contractor's expense, to the City of Nashua. Independent
Contractor shall not use, willingly allow or cause to have such materials used for any purpose
other than the performance of Independent Contractor's obligations under this contract without
the prior written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Independent
Contractor (including those remitted to the City of Nashua by Independent Contractor 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 Independent Contractor 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 Independent Contractor. The City of Nashua shall have the right to reproduce any
such materials.

Independent Contractor 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. Independent
Contractor 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 Independent Contractor infringes any
copyright or that any equipment, material, or process (or any part thereof) specified by
Independent Contractor infringes any patent.

Independent Contractor 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.

GC 9 of 11

22.

23.

24.

25,

26.

FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor
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 Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a written
list of work not completed. With respect to work listed by the City of Nashua as incomplete,
Independent Contractor 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 Independent Contractor 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. Independent Contractor 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.

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 Independent Contractor 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. Independent Contractor 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 Independent Contractor. If any such interest comes to the attention
of Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor 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. Independent Contractor 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 Independent Contractor (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, Independent Contractor shall refund to the City of Nashua any profits realized
under this contract, and Independent Contractor 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.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or

gifts) were offered or given by Independent Contractor 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

GC 10 of 11

27,

28.

29.

30.

31.

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 Independent Contractor,
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 Independent Contractor.

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
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 Independent Contractor. 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.

GC 11 of 11

® THE CITY OF NASHUA “The Cate City’

Fenanctal Services 1 irision

Purchasing Debartnent Exhibit B-1

September 9, 2016

REQUEST FOR PROPOSALS EROAD STREET PARKWAY
APPRAISAL SERVICES

RFPO023-692916

The City of Nashua acquired property in advance of construction of the Broad Strect Parkway
project. Some property or portions thereof are not needed for the alignment as constructed and
have been declared surplus. The City of Nashua will receive proposals from qualified appraisers
to perform appraisals of certain surplus properties.

Appraisal reports for all parcels shall be completed within 75 calendar days of the date of the
Notice to Proceed. Should the appraisals be completed late, a penalty in the amount of five
percent (3%) of the lump sum price for this task shall be assessed for each calendar day for part
thereof) for which the appraisal reports are late.

Please reference the attached “Keguesi far Proposals” for additional detailed information.
INSTRUCTION TO BIDDERS:

Proposals must be submitted with four seis (one (1) origina! and five (5) copies) ina sealed
envelope plainly marked “Broad Street Parkway Appraisal Services” and must be received at
the Central Purchasing. 1“ Floor, 229 Main St, City Hall prior to 3:66 pm EST on Thursday
September 25, 2036. Pastmarks or other imestamps will not be accepted in licu of actual
delivery. The firm can use whatever delivery mechanism it chooses as iong as it remains clear
that the firm is responsible for submission prior to the date and time. Further details arc available
on the City’s web site, www nashuanh.goy, under Services, Bid Opportunities

REPO023-0979 16.

A sample of the City’s comtract ts attached. Final] terms and conditions will be nevotiated
between the City and the selected finalist prior to the time of award.

REPOO? 3-0020716 BROAD STREET PARKWAY APPRAISAL SERVICES
229 Main Street » Nashua, New Hamnshire O3G60 » Phone (603) 589-3230 «© Fax (603) 594-9233 1

The project timeline ts as follows:

Date Times Location
Deadline for Questions * Monday September 19,2016 | Noon
Answers/Clarifications posted Thursday September 22, 2016 | 3:00 pm
Proposal submittal date Thursday September 29, 2016 | 3:00 pm Central Purchasing
Negotiations and Contract award | TBD TBD

*Please contact John Vancor, P.E., of Hayner/Swanson jvancor(uhayner-swanson.com with any
questions regarding this Request for Proposals

In addition to this letter. this Request for Proposals includes the following documents:

RFP0023-092916 Information for Submittal 4 pages
(Includes the Introduction. Scope of Services, Contract Terms,

Selection Criteria and Submitial Requirements)

The City of Nashua may reject any or all of the proposais on any basis and without disclosure of
areason. The failure to make such a disclosure shall not result in accrual of any right, claim or
cause of action by any unsuccessful bidder agamst the City of Nashua.

Pursuant to NRO 5-78 (F), the purchasing manager shall not solicit a bid from a contractor wha
is in default on the payment of taxes, licenses or other monies duc the city. Therefore, this bid
request is void as to anyone who is in default on said payments.

Thank you,

LIM CCA OK SG
AL. }

Danielle Greenberg

City of Nashua ~ Purchasing Agent 1]

greenbergd@nashuanh.gov

RFPOO2 3-092916 BROAD STREET PARKWAY APPRAISAL SERVICES

229 Main Street » Nashua, New Hampshire 09040 © Phone (603) 589-3390 © Fax (G04) 504-323

Os
fhe

Exhibit B-2

REQUEST FOR PROPOSALS

Broad Street Parkway
Appraisal Services

RFP0023-092916

44 Broad Street, Assessor's Map 71, Lot 2
73-75 Broad Street, Assessor’s Map 133, Lot 33
11 Baldwin Street, Assessor’s Map 62, Lot 233
52 Baldwin Street, Assessor's Map 62, Lot 228
54 Baldwin Street, Assessor’s Map 62, Lot 229
9 Hillcrest Avenue, Assessor's Map 62, Lot 182

PREPARED FOR

THE CITY OF NASHUA

DIVISION OF PusLic WeRKS
§ RIVERSIDE STREET
Nasaon, New Hampsaige 03062

PREPARED BY
HAYNER/SWANSON, INC.

==) «(3 Congress Street
Nashua, New Hampshire 03062
Tel: (603) 883-2057 Fax: (603) 883-5057

A. Introduction

The City of Nashua acquired property in advance of construction of the Broad Street
Parkway project. Some property or portions thereof are not needed for the alignment as
constructed and have been declared surplus. The City of Nashua will receive proposals
from qualified appraisers to perform appraisals of certain surplus properties.

B. Scope of Services
The Scope of Services for this contract is to perform appraisals for six (6) parcels
determined to be surplus.

The Standard of Care to be followed shall be consistent with all aspects of preparing
similar appraisal reports for NHDOT on projects which receive federal funding and all
reports shall comply with the relevant sections of the Uniform Standards of Professional
Appraisal Practice (USPAP) and Uniform Appraisal Standards for Federal Land
Acquisitions.

Appraisals shall be performed for the following parcels:
e 44 Broad Street, Assessor’s Map 71, Lot 2
73-75 Broad Street, Assessor’s Map 133, Lot 33
11 Baldwin Street, Assessor’s Map 62, Lot 233
52 Baldwin Street, Assessor’s Map 62, Lot 228
54 Baldwin Street, Assessor’s Map 62, Lot 229
9 Hillcrest Avenue, Assessor’s Map 62, Lot 182

For surplus property the appraisals will require a full narrative report for each parcel
based on a detailed highest and best analysis of the subject parcel “as is”. Additionally,
the appraisal! reports should comply with the guidelines for a “self-contained report” as
described in Standard 2 of the Uniform Standards of Professional Appraisal Practice
(USPAP) and any applicable Uniform Appraisal Standards for Federal Land
Acquisitions.

Appraisal reports for all parcels shall be completed within 75 calendar days of the date of
the Notice to Proceed. Should the appraisals be completed late, a penalty in the amount
of five percent of the lump sum price for this task shall be assessed for each calendar day
(or part thereof) for which the appraisal reports are late.

C. Contract Terms

The terms of the City of Nashua Standard Contract for Independent Contractors shall
apply to this contract. It is understood that response to this Request for Proposals
indicates willingness to enter into a contract with the City of Nashua if selected. Failure
of the successful bidder to execute the Agreement within ten days after prescribed forms
are presented for signature may be determined by the City of Nashua to constitute a
default and the City of Nashua may choose to award the contract to the next lowest
bidder. The City may also choose to issue a new Request for Proposals.

Page 2 of 4