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required to carry out and perform in accordance with the terms and conditions of the contract the
work described.

3. PERIOD OF PERFORMANCE. Service Provider shal! perform and complete all work with final
plans, [TBD]. . The time periods set forth may only be altered by the parties by a written
agreement to extend the period of performance or by termination in accordance with the terms of
the contract. Service Provider shall begin performance upon receipt of the signed contract.

4, COMPENSATION. Service Provider agrees to perform the work for a total cost not to exceed

Two Hundred Fifty Six Thousand Five Hundred Three Dollars and thirteen cents
($ 256,503.13)

Unless Service Provider has received a written exemption from the City. Service Provider shall
submit requests for payment for services performed under this agreement directly to

City of Nashua

Attn: Accounts Payable

PO Box 2019

Nashua, NH 03061-2019

To facilitate the proper and timely payment of applications, the City of Nashua requires that
all invoices contain a valid PURCHASE ORDER NUMBER.

Requests for payment shall be submitted no later than fifteen (15) days after the end of each month
and must include a detailed summary of the expenditures reported in a form that supports the
approved budget. Specifically, Service Provider agrees to provide the following with each request
for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order number,
a listing of personnel hours and billing rates, and other expenditures for which payment is

sought.

2. A progress report. The report shall include, for each monthly reporting period, a
description of the work accomplished, problems experienced, upcoming work, any extra
work carried out, and a schedule showing actual expenditures billed for the period,
cumulative total expenditures billed and paid to date under the contract, and a comparison
of cumulative total expenditures billed and paid to the approved budget.

The City will pay for work satisfactorily completed by Service Provider. The City will pay Service
Provider within 30 days of approval by the City of the submitted invoice forms and progress
reports. The City will make no payments until the invoice forms and progress reports have been
submitted and approved.

5, EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless
approved by the City of Nashua.

AG 2 of 3

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this
contract shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States
mail, postage prepaid, and registered or certified, and shall be addressed to:

CITY REPRESENTATIVE: REPRESENTATIVE:

Tim Cummings

Director

Economic Development Division
Office of the Mayor — City Hall
229 Main Street

Nashua, NH 03061

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed
to be given to and received by the addressee thereof on the third business day after being deposited
in the mail. The City or Service Provider may change the address or representative by giving
written notice to the other party.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be
legally bound thereby.

City of Nashua, NH (signature) consultant (signature)

Jim Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

AG 3 of 3

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS
DEFINITIONS

SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE

STANDARD OF CARE

Ciry 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
CITY 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

GC 1 of 13

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GC--3
Gc--4
Gc--4
GC--4
GC--5

GC--5
GC--5
GC--7
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GC--7
GC--8
GC--8
GC--8
GC--8
GC--9
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GC--11
GC--11
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GC--11
GC--11
GC—12

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32.

SURVIVAL OF RIGHTS AND OBLIGATIONS

SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

GC 2 of 13

GC--12
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GENERAL CONDITIONS

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

2. SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Service Provider shall have the status
of and shall perform all work under this contract as a Service Provider, maintaining control over
all its consultants, sub consultants, contractors, or subcontractors. The only contractual relationship
created by this contract is between the City and Service Provider, and nothing in this contract shall
create any contractual relationship between the City and Service Provider's consultants, sub
consultants, contractors, or subcontractors. The parties also agree that Service Provider 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 Service Provider 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.

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

XXXXXXXX, Inc. has entered into a contract with the City of Nashua to perform work
-upon receipt of a Notice to Proceed 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 Service Provider is required to maintain.

The certificate and notice should be mailed to:

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

Service Provider agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. If Service Provider does not maintain coverage
throughout the entire term of the contract, Service Provider agrees that City may, at any time the
coverage is not maintained by Service Provider, order the Service Provider to stop work, suspend
the contract, or terminate the contract. For each six-month period this contract is in effect, Service
Provider 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
Service Provider does not make the request or does not provide the certificate before the expiration
of the six-month period, Service Provider agrees that City may order the Service Provider to stop
work, suspend the contract, or terminate the contract.

3. STANDARD OF CARE. Service Provider shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this contract.

GC 3 of 13

Service Provider 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 Service
Provider to assure at its own expense that all work is technically sound and in conformance with
all applicable federal, state, and iocai iaws, statutes, regulations, ordinances, orders, or other
requirements. In addition to all other rights which the City may have, Service Provider 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
Service Provider'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 Service Provider shaii not in any way
relieve Service Provider of the responsibility for professional and technical accuracy and adequacy
of its work. City review, approval, or acceptance of, or payment for any of Service Provider'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 Service Provider shall be and remain liable in accordance with the terms
of the contract and applicable law.

Service Provider shall furnish competent and skilled personnel to perform the work under this
contract. The City reserves the right to approve key personnel assigned by Service Provider to
perform work under this contract. Approved key personnel shall not be taken off of the project by
Service Provider without the prior written approval of the City, except in the event of termination
of employment. Service Provider 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, CiTy REPRESENTATIVE. The City may designate a City representative for this contract.
If designated, all notices, project materials, requests by Service Provider, and any other
communication about the contract shall be addressed or be delivered to the City Representative.

5. CHANGES TO SCOPE OF WORK. 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 Service Provider's
performance under the contract. Service Provider 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 Service
Provider should proceed with any or all of the proposed change. If the change causes an increase
or a decrease in Service Provider'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 Service Provider for adjustment under this clause shall be asserted in writing within 30 days of
the date the City notified Service Provider of the change.

When Service Provider seeks changes, Service Provider 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 Service Provider
should proceed with any or all of the proposed change.

Except as provided in this paragraph, Service Provider 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

GC 4 of 13

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. CITY COOPERATION. The City agrees that its personnel will cooperate with Service
Provider in the performance of its work under this contract and that such personnel will be
available to Service Provider 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 Service Provider 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 Service Provider also agree to attend all meetings called by the City
or Service Provider to discuss the work under the Contract, and that Service Provider 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.
Service Provider 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 Service Provider. All future questions
Service Provider 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 Service Provider'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 Service Provider prior to having received the City's resolution shall be at Service Provider's risk
and expense. 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
of the City. Service Provider 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 Service Provider 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, Service Provider shall:

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

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

GC 5 of 13

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, Service Provider shall receive
all amounts due and not previously paid to Service Provider 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 Service Provider in the event of a failure by Service Provider 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.
Service Provider shall be given an opportunity for consultation with the City prior to the effective
date of the termination. Service Provider may terminate the contract on 10 calendar days written
notice if, through no fault of Service Provider, the City fails to pay Service Provider for 30 days
after the date of approval of any submitted invoice forms and progress reports.

In the event of a termination for cause, Service Provider shall receive all amounts due and not
previously paid to Service Provider 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 Service
Provider's failure. Service Provider shall not be relieved of liability to the City for damages
sustained from the failure, and the City may withhold any payment to the Service Provider until
such time as the exact amount of damages due to the City is determined. All claims for payment
‘by the Service Provider 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 Service Provider 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 Service Provider 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 Service Provider. The
adjustment shall include a reasonable profit for services or other work performed up to the effective
date of termination less all previous payments.

C. 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 Service Provider shall cease conducting business, the City shall have the
right to solicit applications for employment from any employee of the Service Provider 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 of Service Provider's principals, officers, employees, agents,

GC 6 of 13

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. Ifthe 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.
>--$4,000,000-Prefession-Liabiigs
> and Workers’ Compensation Coverage in compliance with the State of New Hampshire
statutes, $100,000/$500,000/$ 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

=
V

EXHIBIT B

hb Final Design Services for Downtown Riverfront implementation

AMMENDMENT FOR PROFESSIONAL SERVICES
BETWEEN
VANASSE HANGEN BRUSTLIN, INC.
AND
THE CITY OF NASHUA, NEW HAMPSHIRE

DOWNTOWN RIVERFRONT PROJECT
June 9, 2022

The following amends the April 27,2022 Contract between VHB and the City of Nashua for
the above project This Contract Amendment is comprised of

the scope of services described herein and the compensation as detailed in the attached
spreadsheets. This amendment is subject to the Terms and Conditions of the original Agreement.

SCOPE OF SERVICES

This contract amendment specifically covers the final design of improvements along Water
Street as depicted on preliminary design plans dated March 30, 2022. The construction will
include minor roadway and sidewalk geometric modifications, pavement milling and overlay and
new pavement markings and signs to convert Water Street to one-way westbound as approved
by the City. Parallel parking spaces will also be added on the north side of Factory Street. The
work on Water Street will begin at Main Street and end at Factory Street. Minor drainage work is
anticipated to include adding catch basins to collect roadway runoff that would be trapped by
the planned curb extensions. The basins will connect to the existing roadway drainage system.
No system upgrades are included. The work will also include removing traffic signal heads on
Main Street that face the Water Street approach since the road will become one-way away from
Main Street. It is assumed the work will include modifying the existing bridge rail on the north
side of Water Street such that it is pedestrian safe where sidewalk will be added and possibly
beyond if the City expects to close the street for pedestrian events. No work is planned for the
Water Street bridge under this contract and no utility pole relocations are anticipated or
included. No additional traffic analysis is included.

PHASE 3 - FINAL DESIGN

The final design phase will include refinement of the pretiminary design. This will include
developing construction plans and specifications for use by the City’s Construction Management
(CM) firm in bringing the project to construction. The following is a description of VHB's Phase 3
scope of work for the above referenced effort.