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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 is 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. Ciry 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, di gital)
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

29. | SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties that
by their nature survive termination or completion of this contract shall remain in full force and
effect.

30. | SEVERABILITY. In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract 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

Exhibit A
NASHUA 16314 — East Hollis & Bridge Street Intersection Improvement Project
Scope of Work and Task Descriptions
October 18, 2017

The objective of the East Hollis & Bridge Street Intersection Improvement Project in the. City of
Nashua, New Hampshire is to improve mobility and access at this location that serves as a vital
link to the City’s downtown core and is a major commuter road for communities to the east. The
project area encompasses the intersection of Bridge Street and East Hollis Street between C
Street and the bridges over the Merrimack River.

The following scope of work outlines the tasks to be undertaken by McFarland-Johnson (MJ) and
its sub-consultants to identify improvement alternatives leading to the selection of a preferred
alternative. Upon selection of the preferred alternative, plans and specifications will be developed
to prepare the project for construction. The project can be separated into four specific phases to
take the project from planning through to construction. This scope of services covers only Phase
1, Engineering Study, with the details on the following pages. The final scope of services and fee
for Phases 2, 3, and 4 will be determined at-the completion of Phase 1, once a preferred
alternative has been selected. It is expected that the construction value for this project will be
approximately three million dollars.

Phase | — Engineering Study
IA Information Gathering/Base Maps
IB Detailed Survey
IC Resource Identification
ID Project Definition
IE = Alternatives Development
IF Abstracting
IG ~~ Public involvement
IH ~—_ Utility Coordination
Phase Il — Preliminary Design (Not included at this time)

Phase Ill — Final Design (Not included at this time)
Phase IV — Bidding Services (Not included at this time)

Page 1 of 8

Exhibit A
NASHUA 16314 — East Hollis & Bridge Street Intersection Improvement Project
Scope of Work and Task Descriptions
October 18, 2017

Phase | — Engineering Study
Phase IA — Information Gathering/ Data Collection

MJ will review readily available previous studies and collect available data for the area around the
intersection of East Hollis Street and Bridge Street. This will include the following:

° As Built and survey plans
e Traffic count data collected by NHDOT, NRPC, and the City.
e Existing utility information which will include information from the City on the existing closed

drainage, sanitary, sewer, and water systems as well as record information from the private utility
companies which include electric (Eversource), telephone (Fairpoint), cable (Comcast),
telecommunication, and gas (National Grid).

° Crash history on roadways from the City’s Police Department and NHDOT for the most
recent 5 years.
e Existing right-of-way and property information from the City’s GIS tax map information

MJ will present the City with a list of information collected for their review. If the City will make MJ
aware of any additional information that is needed to complete the base plan for the project.

Traffic Counts - Traffic count data will be required. Peak hour intersection turning movement
counts will be conducted at the following intersections:

East Hollis Street at Bridge Street

Hobbs Avenue at East Hollis Street

C, D, and E Streets at Bridge Street and East Hollis Street
Bancroft Street at Bridge Street

Counts will be conducted for the following time periods:

e Weekday AM peak hour (6:00 AM to 9:00 AM)
e Weekday PM peak hour (3:00 AM to 6:00 PM)

Counts will include vehicle classification, pedestrians and bicycles.

An automatic traffic recorder will be utilized to collect one week’s worth of 24-hour traffic volumes
for one week on the bridges that carry NH 111 over the Merrimack River.

Phase IB — Detailed Survey

Detailed survey for the project will be conducted by GM2 Associates Inc. (GM2). The area
included in the survey is shown on Figure 1 below.

Establishment of Control - Horizontal control will be established based on the NH State Plane
Coordinate System, NAD 83. Vertical control will be established on NAVD 88 if a benchmark is
within one half mile of the site. Otherwise, approximate vertical datum based on RTK GPS will be
established on site.

Page 2 of 8

Exhibit A
NASHUA 16314 —- East Hollis & Bridge Street Intersection Improvement Project
. Scope of Work and Task Descriptions
‘October 18, 2017

Detailed Existing Conditions Survey - A detailed survey will be conducted for the project area. The
survey will include existing features and above ground utilities. Wetland flags placed by MJ will be
located. Underground utilities will be also be located (such as water, gas, electric, and telephone).
GM2 will develop the existing conditions plan so that a 1 foot contour interval can be established.
GM2 will contact the known utility companies to ensure the appropriate private and municipal
utilities are marked.

Underground Drainage & Sanitary Facilities - Drainage and sanitary manholes will be investigated,
rim and invert elevations, pipe size, type and flow direction will be obtained if possible. If existing
manholes are inaccessible or full of water or debris, the City will open the existing structures and
clean them.

Data Reduction, Plotting and Drafting - All field survey data will be adjusted, plotted and drafted.
Contours will be drawn at a one foot interval. GM2 will provide an electronic drawing in AutoCAD
format and the appropriate existing ground DTM and Data files for design use.

Figure 1 — Survey Limits

Phase IC — Resource Identification

The MJ Team will identify resources within the project area based on available existing sources of
information, resource databases, and field review. Resources and regulatory requirements will be

Page 3 of 8

Exhibit A
NASHUA 16314 - East Hollis & Bridge Street Intersection Improvement Project
Scope of Work and Task Descriptions
October 18, 2017

summarized in the Engineering Study. Resources and related considerations to be identified or
addressed include:

e Water Quality — Aquifers, wellhead protection areas, drinking water source protection areas,
and surface water impairments will be identified based on existing NHDES and City
information. All current regulatory requirements and restraints associated with water quality
will be identified and summarized.

e Surface Waters and Wetlands — A field review will be completed to delineate any
jurisdictional wetlands and the ordinary high water and top of bank of the Merrimack River.
Since the river is subject to the Shoreland Water Quality Protection Act, MJ will also define
the reference line and protected shoreland buffer zones based on aerial imagery and field
reconnaissance. All jurisdictional areas will be shown on project plans.

e Floodplains and Floodways — MJ will prepare a map showing existing FEMA flood zones in
relation to the project area. It is assumed that no interpolation of floodplain boundaries will
be needed.

e Threatened/Endangered Species, Wildlife, and Fisheries Habitat - MJ will request a NH
Natural Heritage Bureau (NHB) database review and the USFWS Official Species List for
the current study area. MJ will coordinate with the NH Natural Heritage Bureau and NH
Fish & Game via email regarding any documented fish and wildlife, rare species, and
exemplary natural communities in the vicinity of the project.

e Public and Conserved Lands — Public and conserved lands will be identified and mapped
based on existing information from NH GRANIT and the City. MJ will coordinate with the
LCHIP, CLS, and LWCF programs to determine if these groups hold an interest in any
properties adjacent to the project. It is assumed that the project will not impact any public or
protected lands.

e Cultural Resources — MJ will prepare a Request for Project Review (RPR) for submittal to
DHR. The RPR will include a project narrative, description of the Area of Potential Effect
(APE), photographs, and GIS figures. Preservation Company (PC) will conduct a file
review at DHR to identify known historic resources in the APE, and will review the project
area to identify potential historic structures over 50 years old that could require formal
survey. PC will summarize their findings in a letter report and MJ will include this summary
in the RPR. Following DHR’s review of the RPR, and attendance at one NHDOT Cultural
Resource Agency Coordination Meeting, the need for formal surveys will be identified.

Since earth disturbance will most likely be located within previously disturbed areas, it is
assumed that the services of an archaeologist will not be needed.

e Hazardous Materials/Contamination — Sanborn Head will review NHDES files to identify
sites with known or potential contamination, and will summarize their findings in a letter
report that identifies how these sites will need to be addressed during subsequent phases
of the project.

e Invasive Species — MJ will identify species and approximate limits of invasive plants within
the study area encountered during the field review. Approximate limits of invasive plant
populations will be shown on project plans.

e Air Quality — Nashua is classified as a Carbon Monoxide (CO) Maintenance Area under the
Clean Air Act. It is assumed that the project can rely on the FHWA CO Categorical hot-spot

Page 4 of 8

Exhibit A
NASHUA 16314 — East Hollis & Bridge Street Intersection Improvement Project
Scope of Work and Task Descriptions
October 18, 2017

finding for project-level conformity. MJ will determine if the project’s parameters fall within
the acceptable range of this finding. In addition, MJ will perform a qualitative assessment of
the proposed alternatives and potential air quality impacts of the project. Experience with
similar projects with higher traffic volumes indicates it is unlikely this project would result in
violations of the National Ambient Air Quality Standards (NAAQS). Therefore, no
quantitative microscale analysis is proposed. Instead, a description in general terms of the
changes in traffic patterns and their likely effects on air quality will be provided. Other
similar projects will be cited to support the conclusions.

e Noise — MJ will determine if the preferred alternative is considered a Type | project that
requires a noise analysis. If required, this analysis would be completed in the next phase of
the project.

e Traffic and Transportation —The existing traffic and transportation network will be described,
including any bicycle or pedestrian facilities within the project corridor.

MJ will attend one NHDOT Natural Resource Agency Coordination Meeting and Cultural Resource
Agency Coordination Meeting during Phase | of the project to obtain feedback on potential
resource concerns. It is anticipated that two MJ staff members will attend each meeting, and that
MJ will provide meeting minutes.

Phase ID — Project Definition

MJ will develop a formal Purpose and Need statement for the project consistent with NEPA and
other federal guidelines. The statement will be developed through public involvement. At the
Public Listening Session described in Phase IG, the issues, problems, concerns and deficiencies
of the East Hollis Street and Bridge Street intersection will be discussed. The results of these
public discussions will be the basis for the Purpose and Need statement.

Phase IE — Alternatives Development

A base plan will be prepared during this task for the purpose of developing conceptual alternatives
for the project. The base plan will use already available color aerial photographs with key features
identified. Existing right of way, property boundaries, and zoning information will be incorporated
from existing information.

The first step will be to develop, with consultation with the City, three (3) potential concepts for
consideration to determine which should be carried forward for further development. These
concepts will be schematic in nature with no detailed geometry.

Traffic analyses will be performed for the concepts to determine how they perform. It is assumed
that the Nashua Regional Planning Commission (NRPC) has information available from their
regional model that can be used to develop future traffic volumes. MJ will communicate with the
NRPC to develop projections that can be used to evaluate each alternative. Highway Capacity
Manual (HCM), Synchro, and Sidra software will be used to perform the evaluations. SimTraffic
software will be utilized to present traffic simulations of each alternative. In addition, Sidra
Intersection software will be used to evaluate roundabout concepts. Evaluations to be conducted
for the following scenarios:

Page 5 of 8