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subcontractors, consultants; vendors, or suppliers are expressly recognized to be within Service
Provider's control.

9, DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shall be

resolved under this paragraph. Either party shall provide to the other party, in writing and with full
documentation to verify and substantiate its decision, its stated position concerning the dispute.
No dispute shall be considered submitted and no dispute shall be valid under this provision unless
and until the submitting party has delivered the written statement of its position and full
documentation to the other party. The parties shall then attempt to resolve the dispute through
good faith efforts and negotiation between the City Representative and a Service Provider
representative. At all times, Service Provider shall carry on the work under this contract and
maintain and complete work in accordance with the requirements of the contract or determination
or direction of the City. If the dispute is not resolved within 30 days, either party may request that
the dispute be submitted to the Board of Public Works for final resolution. The decision of the
Board of Public Works shall be final and binding on the parties. If either party is dissatisfied with
the decision of the Board of Public Works, that party may immediately terminate the contract under
this paragraph, with Service Provider being entitled to compensation for work actually and
satisfactorily performed up to the time of the termination and the City being entitled to all contract
materials in accordance with paragraph 21, and compensation for any additional damages or
expenses incurred in completing the work under the contract, including, without limitation, the
costs of securing the services of other Service Providers.

10. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment,
compensation, or adjustment of any kind shall be made to Service Provider for damages because
of hindrances or delays in the progress of the work from any cause, and Service Provider agrees
to accept in full satisfaction of such hindrances and delays any extension of time that the City may
provide.

11. INSURANCE. Service Provider 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;
*Coverage must include all owned, non-owned and hired vehicles.
5 $1.000.000 Profession Liabilisy:
> and Workers' Compensation Coverage in compliance with the State of New Hampshire
statutes, $100,000/$500,000/3 100,000.

Service Provider 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 Service Provider are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Service Provider under this contract. The City of
Nashua shall not maintain any insurance on behalf of Service Provider. Subcontractors are subject
to the same insurance requirements as Service Provider and it shall be the Service Provider’s
responsibility to ensure compliance of this requirement.

Service Provider 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 issues the notice of award. The City of Nashua requires thirty days written

GC 7 of 13

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. Service Provider 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, Service Provider 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 Service Provider of its responsibilities
or limit the amount of its liability to the City or other persons, and Service Provider is
encouraged to purchase such additional insurance, as it deems 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.

« Service Provider is responsible for and required to remedy all damage or loss to any
property, including property of the City, caused in whole or part by Service Provider or
anyone employed, directed, or supervised by Service Provider.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Service
Provider agrees to indemnify and shall defend and hold harmless the City, its agents, officials,
employees and authorized representatives and their employees from and against any and all 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 Service Provider or of anyone acting under its
direction or control or on its behalf in connection with or incidental to the performance of this
contract. Service Provider’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.

13. FISCAL CONTINGENCY. All payments under this contract are contingent upon the
availability to the City of the necessary funds. This contract shall terminate and the City's
obligations under it shall be extinguished at the end of any fiscal year in which the City 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 Service Provider with a right of payment
over any other entity. Any funds obligated by the City under this contract that are not paid to
Service Provider shall automatically revert to the City’s discretionary control upon the completion,
termination, or cancellation of the agreement. The City shall not have any obligation to re-award
or to provide, in any manner, the unexpended funds to Service Provider. Service Provider shall
have no claim of any sort to the unexpended funds.

14. COMPENSATION. Review by the City of Service Provider's submitted monthly invoice

forms and progress reports for payment will be promptly accomplished by the City. If there is
insufficient information, the City may require Service Provider to submit additional information.

GC 8 of 13

Unless the City, in its sole discretion, decides otherwise, the City shall pay Service Provider in full
within 30 days of approval of the submitted monthly invoice forms and progress reports.

15. COMPLIANCE WITH APPLICABLE LAWS. Service Provider, 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. Service Provider
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 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.

16. | NONDISCRIMINATION. If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Service Provider agrees to the following terms. Service
Provider 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. Service Provider agrees to take affirmative action to employ, 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, Service Provider's attention is directed to 41 C.F.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
Service Providers 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 Service Providers and Subcontractors for Handicapped
Workers," which, by this reference, is incorporated in this contract.

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.

GC 9 of 13

17. FEDERAL SUBCONTRACTING REQUIREMENTS. If Service Provider awards a subcontract
under this contract, Service Provider, if applicable, shall use the following alternative steps:

A. Using the services of the Small Business Administration and the Minority
Business Development Agency of the United States Department of
Commerce, as appropriate; and

B. Requiring the subcontractor, if it awards subcontracts, to take the
affirmative steps set forth in paragraph A.

If applicable, Service Provider agrees to complete and submit to the City a Minority Business
Enterprise/‘Woman Business Enterprise (MBE/WBE) Utilization Report (Standard Form 334)
within 30 days after the end of each fiscal quarter until the end of the contract.

18. 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.

19, 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. Any such assignment, transfer, delegation, or
subcontracting without the prior written consent of the City 1s void. Any consent of the City 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.

20. CITY INSPECTION OF CONTRACT 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, 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.

21. 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
Service Provider in the performance of its obligations under this contract shall be the exclusive
property of the City and all such materials shall be remitted and delivered, at Service Provider's
expense, by Service Provider to the City upon completion, termination, or cancellation of this
contract. Alternatively, if the City 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, 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. Service Provider shall not use, willingly allow

GC 10 of 13

or cause to have such materials used for any purpose other than the performance of Service
Provider's obligations under this contract without the prior written consent of the City.

22. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Service Provider expressly agrees
that all documents ever submitted, filed, or deposited with the City by Service Provider (including
those remitted to the City by Service Provider 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 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 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 or any of its officers or employees, in either their
official or individual capacity, 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, 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 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.

23. FINAL ACCEPTANCE. Upon completion of all work under the contract, Service Provider
shall notify the City in writing of the date of the completion of the work and request confirmation
of the completion from the City. Upon receipt of the notice, the City 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 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 shall
be the date upon which the Board of Public Works or other designated official accepts and
approves the notice of completion.

24. 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 from any
liability on account of any and all such taxes, levies, duties, assessments, and deductions.

GC 11 of 13

25. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this
contract shall be considered waived by the City. 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 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. Service Provider shall not allow any officer or employee of the
City 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 has any direct or indirect interest, whether
contractual, non-contractual, 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. 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 determines
that a conflict exists and was not disclosed to the City, 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 may terminate
the contract at will or for cause in accordance with paragraph 8. Upon termination, Service
Provider shall refund to the City any profits realized under this contract, and Service Provider shall
be liable to the City for any costs incurred by the City in completing the work described in this
contract. At the discretion of the City, 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 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 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 under this contract or at law.

28. THIRD PARTY INTERESTS AND LIABILITIES. The City and Service Provider, including any
of their respective agents or employees, shail 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 and Service
Provider.

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.

GC 12 of 13

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 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.

31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the
entire contract between the City 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.

32, CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by the laws of

the State of New Hampshire and any litigation shall be brought in a court located in the State of
New Hampshire.

GC 13 of 13

=
Vhb Design Services & Praject Management of Downtown Riverfront Implementation
October 31, 2019

EXHIBIT B

EXHIBIT TO CONTRACT FOR PROFESSIONAL SERVICES
BETWEEN
VANASSE HANGEN BRUSTLIN, INC.
AND
THE CITY OF NASHUA, NEW HAMPSHIRE
DOWNTOWN RIVERFRONT PROJECT

November 3, 2019

This Exhibit includes details of the services to be performed, timing of the services, and
compensation. This is an exhibit to the City’s standard Contract for Professional Services which
includes the City’s General Conditions for Contracts, which are the general terms of the
engagement between the City of Nashua and Vanasse Hangen Brustlin, Inc. (VHB).

PROJECT DESCRIPTION

The Scope of Services for this Agreement consists of the data collection, design, engineering and
environmental documentation for planned improvements surrounding a downtown section of the
Nashua River in Nashua, New Hampshire as described in the sections that follow. The project
boundaries along the Nashua River are approximaiely from the Broad Street Parkway eastward to
Main Street, and right-of-way survey will extend further east of Main Street.

SCOPE OF SERVICES

The following represents VHB’s proposed scope of services for the above project. The scope of
work initially only includes the following phase:

e Phase 1 - Conceptual Design and Estimates

The Phases 2 and 3 scope of work for the Schematic Design (Preliminary Plans) and Design
Development (Final Plans) phases will be added by contract amendment at a later date. The
overall project includes a variety of components and the preliminary and final design and
permitting should be defined with greater certainty following completion of the conceptual
design phase. It is anticipated that the overall project will be broken into sub-project areas that
may proceed under differing schedules because of factors such as property impacts, permitting,
complexity and funding.

Musco
Lighting —
Labine Park

Alan Grady
Musco Lighting

+a,
.

V

hb Design Services & Project Management of Downtown Riverfront Implementation

October 31, 2019

PHASE 1 - CONCEPTUAL DESIGN AND ESTIMATES

The conceptual design phase will include project initiation, data gathering, confirmation and
refinement of the findings and recommendations in the Riverfront Plan. This phase will also
include a variety of due diligence tasks that will help shape the schematic designs (preliminary
plans) in Phase 2. Phase 1 will include developing conceptual cost estimates to determine
whether the proposed improvements fall within a reasonable range of the available funding.
The following tasks will be included in the Phase 1 scope of work.

Estimated Duration: 20 weeks

1.1 Project Initiation & Design Criteria

VHB will organize a project initiation meeting with City staff, invited officials and TIF Board
members, and key representatives from the various disciplines of the design team. This meeting
will serve to acquaint, or reacquaint, all parties, confirm communication protocols, discuss
schedule and near-term milestones, and to essentially kick off the first phase of design. VHB will
hold subsequent internal kickoff meetings, working meetings and site reviews with VHB staff
and subconsultants to advance this phase in a coordinated fashion.

Another important early action will be drafting design criteria for all aspects of the conceptual
design for City approval.

Estimated Duration: 2 weeks
1.2 Property and Topographic Surveys

This task will consist of boundary survey and existing conditions survey including base plan
production. This work will be performed by VHB’s subconsultant Hayner/Swanson, Inc. (HS).

1.2.1 Standard Boundary Survey

HSI shall perform a "Standard Boundary Survey” Urban classification of the 17 properties
located adjacent to the Nashua River between Broad Street and Main Street. The City also
identified 10 additional properties that will be surveyed east of Main Street. Those parcels
are outside the existing TIF district but an extension of the riverfront improvements east of
Main Street is reasonably foreseeable and the City feels it is prudent to conduct the
additional boundary survey in that area now. Those parcels are therefore included with this
scope of work and associated fee.

HSI will utilize historic data, where possible, to compile the previous surveys with the current
surveys necessary under the Contract. The survey shall include the following:
1. Title research at the Hillsborough County of Deeds.