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CONTRACT FOR PROFESSIONAL SERVICES

2021 SEWER SIPHON REHABILITATION
DESIGN ENGINEERING

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, CITY HALL, NASHUA, NH 03060
AND

HAZEN AND SAWYER
and its successors, transferees and assignees (together “Professional Engineer”)

NAME AND TITLE OF PROFESSIONAL ENGINEER

24 FEDERAL STREET, 5TH FLOOR, BOSTON, MA 02110

ADDRESS OF PROFESSIONAL ENGINEER

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from
time to time requires the services of a Professional Engineer ; and

WHEREAS, it is deemed that the services of a Professional Engineer herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Professional Engineer represents they are duly qualified, equipped, staffed,
ready, willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually
agree as follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein
and are made part of this contract:

Exhibit A--General Conditions for Contracts;
Exhibit B--Hazen and Sawyer Scope of Service Proposal, dated February 2021; and
Exhibit C—Hazen and Sawyer Fee Schedule

The Contract represents the entire and integrated agreement between the parties and supersedes
prior negotiations, proposals, representations or agreements, either written or oral. Any other
documents which are not listed in this Article are not part of the Contract.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a
written change order and/or fully executed City of Nashua Purchase Order, the terms of this
Agreement, the written change order or the fully executed City of Nashua Purchase Order shall
control over the terms of the Proposal.

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2. WORK TO BE PERFORMED. Except as otherwise provided in this contract, Professional Engineer
shall furnish all services, equipment, and materials and shall perform all operations necessary and
required to carry out and perform in accordance with the terms and conditions of the contract the
work described.

DESCRIPTION OF WORK;

Professional Engineer shall perform Design Engineering Services for the Rehabilitation of
seven (7) of the City of Nashua’s eight (8) Sewer Siphons. The scope includes the following
tasks:

Task A Project Administration, Meetings and Quality Assurance/Quality Control
Task B —— Design and Bidding Phase Service

3. PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work by
December 15, 2021 which date shall only be altered by mutually approved written agreement to
extend the period of performance or by termination in accordance with the terms of the contract.
Professional Engineer shall begin performance upon receipt of an Executed Contract and a valid
Purchase Order issued from the City of Nashua.

4. COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to
exceed

ONE HUNDRED NINETY-FOUR THOUSAND FIVE HUNDRED THIRTY-THREE and 00/100
DOLLARS ($194,533.00)

The Contract Sum shall include all items and services necessary for the proper execution and
completion of the Work.

Unless Professional Engineer has received a written exemption from the City of Nashua,
Professional Engineer shall submit monthly requests for payment for services performed under this
agreement in accordance with the values stated in the Agreement. Such requests shall be supported
by such data substantiating the Professional Engineer’s right to payment as the City of Nashua may
reasonably require. Professional Engineer shall submit monthly requests for payment for services
performed under this agreement shall be submitted as follows:

>» Electronically via email to VendorAPInvoices@NashuaNH gov

OR
>» Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Please do not submit invoices both electronically and paper copy.

AG 2 of 4

Board of Aldermen — 10/24/17 Page 4
REPORTS OF COMMITTEE
Finance Commiittee........00.0......cccceeeeeeeeeeeees Dyygyy eee e ee eeeeeceeeneceeuaeeeeneeeeuaeeees 10/04/2017

There being no objection, President McCarthy declared the report of the October 4, 2017, Finance
Committee accepted and placed on file.

Committee on Infrastructure ...0.....0.. ccc cccecccceccececeeceececeuceecaversueeetaeeeraees 10/11/2017

There being no objection, President McCarthy declared the report of the October 11, 2017, Committee
on Infrastructure accepted and placed on file.

Personnel/Administrative Affairs Committee...........00..cccccececeeeceeceeeeeeeeereeeees 10/16/2017

There being no objection, President McCarthy declared the report of the October 16, 2017,
Personnel/Administrative Affairs Committee accepted and placed on file.

Planning & Economic Development Committee .................c cece 10/17/2017

There being no objection, President McCarthy declared the report of the October 17, 2017, Planning &
Economic Development Committee accepted and placed on file.

WRITTEN REPORTS FROM LIAISONS — None
CONFIRMATION OF MAYOR'S APPOINTMENTS
Business & Industrial Development Authority

MOTION BY ALDERMAN SIEGEL TO CONFIRM BY VOICE VOTE THE APPOINTMENT OF THE
FOLLOWING INDIVIDUALS TO THE BUSINESS AND INDUSTRIAL DEVELOPMENT AUTHORITY:
DEBORAH NOVOTNY, 65 MCKENNA DRIVE, NASHUA, FOR A TERM TO EXPIRE SEPTEMBER 30,
2018; AND CARL ANDRADE, 10 CLYDESDALE CIRCLE, NASHUA, FOR A TERM TO EXPIRE
SEPTEMBER 13, 2019

MOTION CARRIED

President McCarthy declared Deborah Novotny and Carl Andrade duly appointed to the Business & Industrial
Development Authority for terms to expire September 30, 2018 and September 13, 2019, respectively.

Citizens Advisory Commission for Community Grants

MOTION BY ALDERMAN CARON TO CONFIRM BY VOICE VOTE THE APPOINTMENT OF THE
FOLLOWING INDIVIDUALS TO THE CITIZENS ADVISORY COMMISSION FOR COMMUNITY GRANTS:
BETH QUARM TODGHAM, 14 ALICE DRIVE, NASHUA, FOR A TERM TO EXPIRE OCTOBER 1, 2018;
PATRICIA CASEY, 15 PINE HILL AVENUE, NASHUA, AND JASON TELERSKI, 5 SHAKESPEARE ROAD,
NASHUA, FOR TERMS TO EXPIRE OCTOBER 1, 2019; AND MICHAEL APFELBERG , 7 EDSON
STREET, NASHUA, FOR A TERM TO EXPIRE OCTOBER 1, 2020

MOTION CARRIED

President McCarthy declared Beth Quarm Todham, Patricia Casey, Jason Telerski and Michael Apfelberg duly
appointed to the Citizens Advisory Commission for Community Grants for the aforementioned terms.

Oath of Office administered by Corporation Counsel to Jason Telerski and Michael Apfelberg.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua
requires that all submitted 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, Professional Engineer 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 of Nashua will pay for work satisfactorily completed by Professional Engineer. The City
of Nashua will pay Professional Engineer within 30 days of approval by the City of Nashua of the
submitted invoice forms and progress reports. The City of Nashua 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.

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 OF NASHUA REPRESENTATIVE: PROFESSIONAL ENGINEER REPRESENTATIVE:

Amy Prouty-Gill Sr. Staff Engineer Alberto Angles, Jr, P.E.
City of Nashua — Div. of Public Works Sr. Associate, Hazen and Sawyer
9 Riverside Street 1750 Elm St, Suite 402
Nashua, NH 03062 Manchester, NH 03101

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 of Nashua or Professional Engineer may change the address or representative
by giving written notice to the other party.

AG 3 of 4

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) HAZEN AND SAWYER (signature)

m. Donch Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

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EXHIBIT A
TABLE OF CONTENTS
CITY OF NASHUA
GENERAL TERMS AND CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA 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
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

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General Terms and Conditions

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents which
are not listed in this Article are not part of the Contract.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the
written change order or the fully executed City of Nashua Purchase Order shall control over the terms of
the Proposal.

1.

DEFINITIONS Unless otherwise required by the context, "Professional Engineer”, and its
successors, transferees and assignees (together “Professional Engineer”) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors

PROFESSIONAL ENGINEER STATUS 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 of Nashua and Professional
Engineer, and nothing in this contract shall create any contractual relationship between the City
of Nashua and Professional Engineer's consultants, sub consultants, contractors, or
subcontractors. The parties also agree that Professional Engineer is not a City of Nashua
employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

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

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

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

(6) Unemployment compensation coverage provided by the City of Nashua.

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. All work shall be performed with the degree of professional skill, care, diligence, and
practices and judgment that are normally exercised by recognized professional firms with respect
to services of a similar nature. Professional Engineer shall perform the services 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 of Nashua may have, Professional
Engineer shall, at its own expense and without additional compensation, re-perform work to
correct 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 Nashua
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 of Nashua 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
of Nashua'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 of Nashua reserves the right to approve key personnel assigned by
Professional Engineer to perform work under this contract. Approved key personnel shall not be

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taken off of the project by Professional Engineer without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Engineer shall, if
requested to do so by the City of Nashua, remove from the job any personnel whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
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 of Nashua Representative. 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 of Nashua
or Professional Engineer may change the address or representative by giving written notice to the
other party.

CHANGES TO SCOPE OF WORK The City of Nashua 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 of Nashua 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 of Nashua to be able to adequately analyze the proposal. The City of Nashua
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 of
Nashua 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 of Nashua 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 of Nashua
to be able to adequately analyze the proposal. The City of Nashua will then determine in writing
if Professional Engineer should proceed with any or all of the proposed change.

Except as provided in this paragraph, Professional Engineer shall implement no change unless the
City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, 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 of Nashua approval
shall not be compensated and is, at the City of Nashua's election, sufficient reason for contract
termination.

CITY OF NASHUA COOPERATION The City of Nashua 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 of Nashua also agrees to provide Professional Engineer with access to City of Nashua
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 of Nashua and Professional
Engineer also agree to attend all meetings called by the City of Nashua 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 of
Nashua.

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DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Engineer has examined all contract documents, has brought all conflicts, errors,
discrepancies, and ambiguities to the attention of the City of Nashua in writing, and has
concluded that the City of Nashua'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 of Nashua 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 of Nashua representative shall render a decision within
15 calendar days. The City of Nashua'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 of Nashua'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 of Nashua. 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.

TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, 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 of Nashua 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:

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 Nashua 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 of Nashua 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 of Nashua to resume performance.

NO —

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 of Nashua on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional
Engineer to adhere to any or all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient progress
on the work in a timely and professional manner. Professional Engineer shall be given an
opportunity for consultation with the City of Nashua prior to the effective date of the termination.
Professional Engineer may terminate the contract on 10 calendar days written notice if, through

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no fault of Professional Engineer, the City of Nashua fails to pay Professional Engineer for 45
days after the date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Professional Engineer shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
. Provide the City of Nashua with a list of all unperformed services.

3. Place no further orders or sub-contracts 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.

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

5. Not resume work after the effective date of a notice of termination unless and until
receipt of a written notice from the City of Nashua to resume performance.

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 of
Nashua by reasons of Professional Engineer's negligence. Professional Engineer shall not be
relieved of liability to the City of Nashua for damages sustained as a direct result of Professional
Engineer’s negligence, and the City of Nashua may withhold any payment to the Professional
Engineer until such time as the exact amount of damages due to the City of Nashua is determined.
All claims for payment by the Professional Engineer must be submitted to the City of Nashua
within 30 days of the effective date of the notice of termination.

If after termination for the failure of Professional Engineer to adhere to any of the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua,
to complete or make sufficient progress on the 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 of Nashua shall, if necessary, make an
adjustment in the compensation paid to Professional Engineer such that Professional Engineer
receives total compensation in the same amount as it would have received in the event of a
termination-at-will.

C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City of
Nashua 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 of
Nashua shall have the nght 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 of Professional Engineer's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
Professional Engineer's control.

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