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WOODARD
& CURRAN

COMMITMENT & INTEGRITY 40 Shattuck Road | Suite 110 T 866.702.6371

DRIVE RESULTS Andover, Massachusetts 01810 T 978.557.8150
www.woodardcurran,com F 978.557.7948
Via Electronic Mail
December 16, 2016

Mr. William Keating

Project Engineer

Nashua Wastewater Treatment Facility

2 Sawmill Drive

Nashua, NH 03061
Re: Water Booster Station Upgrades Project at NWTF: RFQ0265-060316

Dear Mr. Keating:

Woodard & Curran is pleased to offer the following scope of work to provide the City of Nashua, New
Hampshire (Client) specifications suitable for bidding to procure and install Water Booster Station
Upgrades at the Nashua Wastewater Treatment Facility. The Standard Terms and Conditions previously
approved by the Client shall become part of this letter Agreement.

SCOPE OF SERVICES
Phase 1 Design: Woodard & Curran shall perform the following tasks as part of the Design phase of

this project.

1. Use the existing information gathered from the hydraulic evaluation phase (performed as part of
a previous agreement) to develop a Preliminary Design Memo. This memo will identify critical
design components including but not limited to:

a.

b.
Cc.
d

Site constraints and preliminary layout;

Pump size and selection;

Building architecture appearance and materials; and
Location of line and emergency power generation.

2. Perform a detailed review of local and state permitting and regulations including and limited to:

a.
b.

Shoreland Protection Act
Assist with City of Nashua Planning Board if needed

3. Prepare 65% Design Documents. The results from the preliminary design memo will be included
in the 65% design document submittal. The major engineering information shall include:

Architectural: Work with the Client to consider building characteristics. For instance,
building may be similar to the hydrant pump house. That building appears to be a
prefab with brick fagade, ground level, well-lit and ventilated. The building appeared to
be well maintained and cleaned by the staff probably due to its ease of accessibility.

Structural: Propose a building with all pumps, valves and piping above the floor level
for ease of access and no confined space issues.

Process Mechanical: Finalize equipment layouts, hydraulics and access for
maintenance.

HVAC: Develop heating, ventilation and air conditioning (HVAC) design concepts.
Heating and ventilation design criteria will be finalized, including heaters and exhaust
fans for fresh air exchange. Energy sources including those available from the grit

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WOODARD
& CURRAN

building and areas to be dehumidified or air-conditioned will also need to be finalized
during detailed design.

e. Safety: Design will meet or exceed any and all regulatory requirements for the safe
operation of a water booster station.

f. Instrumentation and Controls: Work with the Client to develop a conceptual process
instrumentation and control strategy, and integrate with the newly upgraded
Supervisory Control and Data Acquisition (SCADA) system.

g. Electrical: Provide a power conditioning uninterruptable power supply (UPS) with
monitoring signals installed and visible in SCADA.

h. Construction cost estimate (Estimate of Probable Costs).

4, Meet with the Client to deliver and discuss the 65% design. Incorporate comments and revisions
as part of the final design.

5. Develop 90%design plans and specifications for Client review including:

a. Final Drawings and Specifications
b. Updated Construction Cost (Estimate of Probable Costs)

6. Incorporate Client's final comments and deliver final design package.

ASSUMPTIONS

1. Scope of services does not include surveying or geotechnical investigations.
2. Anew electric service is not considered necessary at this time.

COMPENSATION
The Scope of Services will be completed for a total price of $105,600.00

Phase 1 — Design shall be billed hourly at the rates specified in the NH DES Contract, not to exceed
$105,600.00 This budget will not be exceeded without prior written authorization by the Client.

SCHEDULE
Woodard & Curran will complete the work for the above phase based on the following schedule:

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Preliminary Design Memo shall be completed within two months of the notice to proceed date.
65% design shall be completed within four months of the notice to proceed date.

90% design shall be completed within six months of the notice to proceed date.

Final design package shall be completed within eight months of the notice to proceed date if Client
provides final comments within 45 days of 90% design package delivery.

City of Nashua (228730.18) 2 Woodard & Curran
2016.12.13 Nashua Water Booster PS Proposal

R34

December 16, 2016

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9

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran

EXHIBIT A
TABLE OF CONTENTS

DEFINITIONS
PROFESSIONAL ENGINEER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE

STANDARD OF CARE

CiTy REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CiTy COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

FEDERAL SUBCONTRACTING REQUIREMENTS
ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
Ciry INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS
RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES

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29.
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32;

CITY OF NASHUA
PROFESSIONAL SERVICES

GENERAL TERMS AND CONDITIONS

SURVIVAL OF RIGHTS AND OBLIGATIONS

SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

GC 2 of 13

By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran

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CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran

1. DEFINITIONS. Unless otherwise required by the context, "Professional Engineer” includes any
of the Professional Engineer's consultants, sub consultants, contractors, and subcontractors

2. PROFESSIONAL ENGINEER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Professional Engineer shall have the status of
and shall perform all work under this contract as a Professional Engineer, maintaining control over all its
consultants, sub consultants, contractors, or subcontractors. The only contractual relationship created by
this contract is between the City and Professional Engineer, and nothing in this contract shall create any
contractual relationship between the City and Professional Engineer's consultants, sub consultants,
contractors, or subcontractors. The parties also agree that Professional Engineer is not a City employee
and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

(3) Participation in group insurance plans which may be available to employees of the
City;

(4) Participation or contributions by either the Professional Engineer or the City to the
public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City;

(6) Unemployment compensation coverage provided by the City.

Professional Engineer agrees, if applicable and before commencing any work under the contract, to
complete and to provide the following written request to its insurer:

Woodard & Curran has entered into a contract with the City of Nashua to perform work upon
receipt of an Executed Contract and a Valid Purchase Order issued from the City to Final
Completion and requests that the Insurer provide to the City of Nashua 1) a certificate of
coverage, and 2) notice of any lapse in coverage or nonpayment of coverage that the
Professional Engineer is required to maintain. The certificate and notice should be mailed to:

Risk Management
City of Nashua
229 Main Street
Nashua, NH 03060

Professional Engineer agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. If Professional Engineer does not maintain coverage
throughout the entire term of the contract, Professional Engineer agrees that City may, at any time the
coverage is not maintained by Professional Engineer, order the Professional Engineer to stop work,
suspend the contract, or terminate the contract. For each six-month period this contract is in effect,
Professional Engineer agrees, prior to the expiration of the six-month period, to provide another written
request to its insurer for the provision of a certificate and notice of lapse in or nonpayment of coverage. If
Professional Engineer does not make the request or does not provide the certificate before the expiration
of the six-month period, Professional Engineer agrees that City may order the Professional Engineer to
stop work, suspend the contract, or terminate the contract.

GC 3 of 13

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran

3. STANDARD OF CARE. Professional Engineer shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this contract.
Professional Engineer warrants that all work shall be performed with the degree of professional skill,
care, diligence, and sound practices and judgment that are normally exercised by recognized professional
firms with respect to services of a similar nature. It shall be the duty of Professional Engineer to assure at
its own expense that all work is technically sound and in conformance with all applicable federal, state,
and local laws, statutes, regulations, ordinances, orders, or other requirements. In addition to all other
rights which the City may have, Professional Engineer shall, at its own expense and without additional
compensation, re-perform work to correct or revise any deficiencies, omissions, or errors in the work or
the product of the work or which result from Professional Engineer's failure to perform in accordance
with this standard of care. Any approval by the City of any products or services furnished or used by
Professional Engineer shall not in any way relieve Professional Engineer of the responsibility for
professional and technical accuracy and adequacy of its work. City review, approval, or acceptance of, or
payment for any of Professional Engineer's work under this contract shall not operate as a waiver of any
of the City's rights or causes of action under this contract, and Professional Engineer shall be and remain
liable in accordance with the terms of the contract and applicable law.

Professional Engineer shall furnish competent and skilled personnel to perform the work under this
contract. The City reserves the right to approve key personnel assigned by Professional Engineer to
perform work under this contract. Approved key personnel shall not be taken off of the project by
Professional Engineer without the prior written approval of the City, except in the event of termination of
employment. Professional Engineer shall, if requested to do so by the City, remove from the job any
personnel whom the City determines to be incompetent, dishonest, or uncooperative.

4. CiTyY REPRESENTATIVE. The City may designate a City representative for this contract. If
designated, all notices, project materials, requests by Professional Engineer, and any other communication
about the contract shall be addressed or be delivered to the City Representative.

5. CHANGES TO SCOPE OF WorRK. The City may, at any time, by written order, make changes to
the general scope, character, or cost of this contract and in the services or work to be performed, either
increasing or decreasing the scope, character, or cost of Professional Engineer's performance under the
contract. Professional Engineer shall provide to the City within 10 calendar days, a written proposal for
accomplishing the change. The proposal for a change shall provide enough detail, including personnel
hours for each sub-task and cost breakdowns of

tasks, for the City to be able to adequately analyze the proposal. The City will then determine in writing if
Professional Engineer should proceed with any or all of the proposed change. If the change causes an
increase or a decrease in Professional Engineer's cost or time required for performance of the contract as a
whole, an equitable adjustment shall be made and the contract accordingly modified in writing. Any
claim of Professional Engineer for adjustment under this clause shall be asserted in writing within 30 days
of the date the City notified Professional Engineer of the change.

When Professional Engineer seeks changes, Professional Engineer shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City in writing of the
estimate. The proposal for a change shall provide enough detail, including

personnel hours for each sub-task and cost breakdowns of tasks, for the City to be able to adequately
analyze the proposal. The City will then determine in writing if Professional Engineer should proceed
with any or all of the proposed change.

GC 4 of 13

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran

Except as provided in this paragraph, Professional Engineer shall implement no change unless the City in
writing approves the change. Unless otherwise agreed to in writing, the provisions of this contract shall
apply to all changes. The City may provide verbal approval of a change when the City, in its sole
discretion, determines that time is critical or public health and safety are of concern. Any verbal approval
shall be confirmed in writing as soon as practicable. Any change undertaken without prior City approval
shall not be compensated and is, at the City's election, sufficient reason for contract termination.

6. Ciry COOPERATION. The City agrees that its personnel will cooperate with Professional
Engineer in the performance of its work under this contract and that such personnel will be available to
Professional Engineer for consultation at reasonable times and after being given sufficient advance notice
that will prevent conflict with their other responsibilities. The City also agrees to provide Professional
Engineer with access to City records in a reasonable time and manner and to schedule items that require
action by the Board of Public Works and Finance Committee in a timely manner. The City and
Professional Engineer also agree to attend all meetings called by the City or Professional Engineer to
discuss the work under the Contract, and that Professional Engineer may elect to conduct and record such
meetings and shall later distribute prepared minutes of the meeting to the City.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
Professional Engineer warrants that it has examined all contract documents, has brought all conflicts,
errors, discrepancies, and ambiguities to the attention of the City in writing, and has concluded that the
City's resolution of each matter is satisfactory to Professional Engineer. All future questions Professional
Engineer may have concerning interpretation or clarification of this contract shall be submitted in writing
to the City within 10 calendar days of their arising. The writing shall state clearly and in full detail the
basis for Professional Engineer's question or position. The City representative shall render a decision
within 15 calendar days. The City's decision on the matter is final. Any work affected by a conflict,
error, omission, or discrepancy which has been performed by Professional Engineer prior to having
received the City's resolution shall be at Professional Engineer's risk and expense. At all times,
Professional Engineer shall carry on the work under this contract and maintain and complete work in
accordance with the requirements of the contract or determination of the City. Professional Engineer is
responsible for requesting clarification or interpretation and is solely liable for any cost or expense arising
from its failure to do so.

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and contract at
will. If the City chooses to terminate, abandon, or suspend all or part of the project, it shall provide
Professional Engineer 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a
termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Professional Engineer shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities, other than as
may be necessary or required for completion of such portion of work under the contract
that is not terminated.

GC 5 of 13

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran

3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory
to the City of all orders or subcontracts to the extent they relate to the performance of
work terminated, abandoned, or suspended under the notice, assign to the City any orders
or subcontracts specified in the notice, and revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City to resume performance.

In the event of a termination, abandonment, or suspension at will, Professional Engineer shall receive all
amounts due and not previously paid to Professional Engineer for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work thereafter
completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE. ‘This agreement may be terminated by the City on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional Engineer to
adhere to all the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion of
the City, pursue the project or to complete work in a timely and professional manner. Professional
Engineer shall be given an opportunity for consultation with the City prior to the effective date of the
termination. Professional Engineer may terminate the contract on 10 calendar days written notice if,
through no fault of Professional Engineer, the City fails to pay Professional Engineer for 30 days after the
date of approval of any submitted invoice forms and progress reports.

In the event of a termination for cause, Professional Engineer shall receive all amounts due and not
previously paid to Professional Engineer for work satisfactorily completed in accordance with the
contract prior to the date of the notice, less all previous payments. No amount shall be allowed or paid for
anticipated profit on unperformed services or other unperformed work. Any such payment may be
adjusted to the extent of any additional costs occasioned to the City by reasons of Professional Engineer's
failure. Professional Engineer shall not be relieved of liability to the City for damages sustained from the
failure, and the City may withhold any payment to the Professional Engineer until such time as the exact
amount of damages due to the City is determined. All claims for payment by the Professional Engineer
must be submitted to the City within 30 days of the effective date of the notice of termination.

If after termination for the failure of Professional Engineer to adhere to all the terms and conditions of the
contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or to complete
work in a timely and professional manner, it is determined that Professional Engineer had not so failed,
the termination shall be deemed to have been a termination at will. In that event, the City shall make an
equitable adjustment in the compensation paid to Professional Engineer. The adjustment shall include a
reasonable profit for services or other work performed up to the effective date of termination less all
previous payments.

CG GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the City
may take over the work and prosecute it to completion by agreement with another party or otherwise. In
the event Professional Engineer shall cease conducting business, the City shall have the right to solicit
applications for employment from any employee of the Professional Engineer assigned to the
performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the extent
that performance of such obligations is prevented or delayed by any cause, existing or future, which is
beyond the reasonable control of such party. Delays arising from the actions or inactions of one or more

GC 6 of 13

CIty OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran

of Professional Engineer's principals, officers, employees, agents, subcontractors, consultants, vendors, or
suppliers are expressly recognized to be within Professional Engineer'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 Professional Engineer representative. At all times, Professional
Engineer 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. [f
either party is dissatisfied with the decision of the Board of Public Works, that party may immediately
terminate the contract under this paragraph, with Professional Engineer 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 Professional Engineers.

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

11. INSURANCE. Professional Engineer 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.
> $1,000,000 Profession Liability;
> and Workers' Compensation Coverage in compliance with the State of New Hampshire statutes,
$100,000/$500,000/$ 100,000.

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

Professional Engineer 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 notice of cancellation or
material change in coverage. The certificates and endorsements for each insurance policy must be signed

GC 7 of 13

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran

by a person authorized by the insurer and who is licensed by the State of New Hampshire. General
ici ity of Nashua as an additional insured and
reflect on the certificate of insurance. Professional Engineer 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,
Professional Engineer 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 Professional Engineer of its responsibilities
or limit the amount of its liability to the City or other persons, and Professional Engineer 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.

= Professional Engineer 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 Professional Engineer or
anyone employed, directed, or supervised by Professional Engineer.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
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 Professional Engineer or of anyone acting under its direction or control or on its behalf in connection
with or incidental to the performance of this contract. Professional Engineer’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.

The indemnification provision is modified by the parties hereby only insofar as (1) the Professional
Engineer shall have no upfront duty to defend the City; however, the Professional Engineer shall
reimburse defense costs of the City to the same extent of the Professional Engineer’s indemnity obligation
under the Agreement; and (2) the Professional Engineer’s indemnity and hold harmless obligation is only
to the proportionate extent of Professional Engineer’s negligence and shall not apply to liability caused by
the negligence of the City.

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 Professional Engineer with a right of payment over
any other entity. Any funds obligated by the City under this contract that are not paid to Professional
Engineer 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 Professional Engineer. Professional Engineer shall have no claim of any
sort to the unexpended funds.

GC 8 of 13