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Board of Aldermen — 11/28/17 Page 21
Alderman Cookson

| just wanted to make notice of a particular portion of our Board of Aldermen agendas that haven’t been getting
a lot of attention recently, probably since about 2013. That is, right after Reports of Committee, there is a
section called “Written Reports from Liaisons,” and that portion of the agenda is intended to allow the liaisons,
of which many of you are representing other boards. This is an opportunity for members of the board to
introduce to the Board of Aldermen any questions or concerns from that particular board that you're a liaison
to, and it also provides you an opportunity to take questions and concerns from the Board of Aldermen back to
those particular boards. So as we have a new Board coming into the horseshoe this upcoming terms, 2018-19,
it would be wonderful if they would take advantage of the opportunity that’s been afforded to them and keep
two-way communication happening between both the Board of Aldermen and the board that they liaise to.
Again, every single meeting we have a portion called “Written Reports from Liaisons,” and from my review of
that, the very last report that | believe that we received that was dated was back in 2013. There may have been
one that was more recent, but of all of the committees that we liaise to, very lacking in content and sharing of
information between this Board and those other boards and committees. So take advantage of it. It’s there and
it's a great way to have two-way dialogue and bring concerns and issues from those boards that you’re
liaisoning to back to us so that we can address them in an appropriate and timely manner, so that we’re not
faced with issues as we were with the Senior Activity Center tonight.

Alderman Clemons

l’ve always enjoyed my colleagues’ representation of the various boards that we are liaisons to and never had
an issue with finding out any information. I’ve always been satisfied. If | have a question, | go up to my
colleague and | ask them, or | attend a meeting, or | read the meeting’s minutes. | don’t see the need for the
written reports from the liaisons. | didn’t vote for it. And maybe the next Board of Aldermen will get rid of it.

Alderman Wilshire

Just to add to the list of great things that our firefighters do, they brought over a huge bucket of coats for our
kids to try on, where | work, and they donate warm coats to kids in need. They do this throughout the school
district as well. It’s just a great program and they’ve been doing it for some time. | appreciate that.

| also want to thank the Great American Downtown and all of the merchants downtown and everybody who
came out to the stroll. It was great. | thought it was really well attended. The weather was perfect; it might not
have been so great for the ice sculptures, but for the strollers, | thought it was pretty good.

Alderman Lopez

The references and the appreciation shown for the Human Affairs Committee, | just want to extend that to
Alderman Cookson and the Committee on Infrastructure as well for meeting the day before Thanksgiving to
review some legislation, which is going to be very much appreciated by some of my constituents on Cottage
Street and also those looking for relief in overnight parking. | just wanted to express my appreciation to the
other members of the committee.

| also wanted to comment on how well organized Great American Downtown was with the holiday stroll with
regards to their logistics and their promotions. They had new ways to advertise what was where, and | know a
lot of people were really enjoying some of the shows. It looked like there were more stages than I’ve ever seen
before. And | also want to extend my appreciation to the city departments who supported it. There were dump
trucks blocking traffic access everywhere, the police and fire were supportive and present everywhere. So it’s
great to see such a great turnout and it’s great to see so many people celebrating the holidays festively. It’s
also very reassuring to know that we’re safe while we’re doing it.

Committee announcements: - None

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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.

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.

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 of Nashua. Any such assignment, transfer, delegation,
or subcontracting without the prior written consent of the City of Nashua is void. Any consent of
the City of Nashua 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.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Service Provider related to this contract shall be subject to inspection,
examination and audit by the City of Nashua, 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.

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
of Nashua and all such materials shall be remitted and delivered, at Service Provider's expense, by
Service Provider to the City of Nashua upon completion, termination, or cancellation of this
contract. Alternatively, if the City of Nashua provides its written approval to Service Provider, any
books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its obligations
under this contract must be retained by Service Provider for a minimum of four years after final
payment is made and all other pending matters are closed. If, at any time during the retention
period, the City of Nashua, 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 of Nashua.
Service Provider shall not use, willingly allow 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 of Nashua.

GC 8 of 11

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PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Service Provider expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Service Provider
(including those remitted to the City of Nashua by Service Provider pursuant to paragraph 20),
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 of Nashua shall have the right to reproduce any such materials.

Service Provider expressly and indefinitely waives all of its nights 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 of Nashua or any of its officers or employees, in either their official
or individual capacity of the City of Nashua, 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 of Nashua, 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.

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

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

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall
be considered waived by the City of Nashua. There shall be no waiver of any past or future default,
breach, or modification of any of the terms and conditions of the contract unless expressly
stipulated to by the City of Nashua in a written waiver.

GC 9 of 11

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RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the nights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Service Provider shall not allow any officer or employee of the City of
Nashua to have any indirect or direct interest in this contract or the proceeds of this contract. Service
Provider warrants that no officer or employee of the City of Nashua has any direct or indirect
interest, whether contractual, noncontractual, financial or otherwise, in this contract or in the
business of Service Provider. If any such interest comes to the attention of Service Provider at any
time, a full and complete disclosure of the interest shall be immediately made in writing to the City
of Nashua. Service Provider also warrants that it presently has no interest and that it will not acquire
any interest, direct or indirect, which would conflict in any manner or degree with the performance
of services required to be performed under this contract. Service Provider further warrants that no
person having such an interest shall be employed in the performance of this contract. If City of
Nashua determines that a conflict exists and was not disclosed to the City of Nashua, it may
terminate the contract at will or for cause in accordance with paragraph 8.

In the event Service Provider (or any of its officers, partners, principals, or employees acting with
its authority) is convicted of a crime involving a public official arising out or in connection with
the procurement of work to be done or payments to be made under this contract, City of Nashua
may terminate the contract at will or for cause in accordance with paragraph 8. Upon termination,
Service Provider shall refund to the City of Nashua any profits realized under this contract, and
Service Provider shall be liable to the City of Nashua for any costs incurred by the City of Nashua
in completing the work described in this contract. At the discretion of the City of Nashua, these
sanctions shall also be applicable to any such conviction obtained after the expiration or completion
of the contract.

Service Provider warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Service Provider to any officer or employee of the City of Nashua with a
view toward securing a contract or securing favorable treatment with respect to the awarding or
amending or making of any determinations with respect to the performance of this contract. If City
of Nashua determines that such gratuities were or offered or given, it may terminate the contract at
will or for cause in accordance with paragraph 8.

The nights and remedies of this section shall in no way be considered for be construed as a waiver
of any other nights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Service Provider, including
any of their respective agents or employees, shall not be liable to third parties for any act or
omission of the other party. This contract is not intended to create any rights, powers, or interest
in any third party and this agreement is entered into for the exclusive benefit of the City of Nashua
and Service Provider.

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.

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.

GC 10 of 11

30. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire

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contract between the City of Nashua 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.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the State
of New Hampshire and any claim or action brought relating to this contract, the work performed or
contracted to be performed thereunder, or referable in anyway thereto shall be brought in
Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in the New
Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC 11 of 11

EXHIBIT B
Scope and Fee

Nashua Transit Center

NASHUA TRANSIT CENTER CONSTRUCTION PHASE SERVICES
SCOPE OF WORK

The Engineer has prepared this Contract Agreement for services related to construction of the Nashua
Transit Center Retrofit Project. This Scope of Work includes only Construction Services, with all
previously contracted work being complete at this time, including Initial Project Scoping, Engineering /
Feasibility Study / Preliminary Plans, Final Plans, and Bidding Services.

The following Scope of Work has been established for Construction Services to be performed by the
Engineer, based on discussions with the City, to date.

CONSTRUCTION SERVICES

The following Scope of Work is anticipated to be required by the Engineer during construction of the
Nashua Transit Center Retrofit Project. All work described below represents services and level-of-effort
anticipated to be required on this project, based on our understanding of the City’s expectations and
our experience on similar projects. Furthermore, for estimating purposes, the Engineer has assumed
that construction will be completed over a 17-week or 120-day period.

Construction Administration

The Engineer will provide construction administration services relative to the retrofit improvements. This
work is anticipated to include the following:

e Conduct a pre-construction meeting with the City of Nashua, project stakeholders, impacted
utility owners, and the contractors;

e Review and approval of shop drawings;

e Consultation with the City and project stakeholders;

e Respond to Requests for Information (RFI) and Change Orders from the Contractor;

e Participation at weekly construction progress meetings (when requested);

e Consultation and advice during construction;

e Attendance at a final inspection;

e Preparation of a punch list upon substantial completion;

e §=6Certification that all work is completed in accordance with the Contract Documents; and

e Conduct Project Close Out, including final pay estimate and compilation of record documents.

The following level-of-effort is anticipated by the Engineer, based on a 17-week construction schedule:

Task Hours/Week Weeks Total Hours
Pre-Construction Conference 6 1 6
Shop Drawing Review 10 4 40
Meetings/Change Orders 2 17 34
Field Consultation 2 17 34
Punch List, Final Inspection & Certification 8 2 16
Project Close Out 25 2 50

Total: 180

Based on this Scope of Work, 180 hours have been budgeted for construction administration and related
services. Please note, these hours could change based on the Contractor’s operations, manpower, and
schedule. Any substantial changes to the scope of work as described herein will require a Contract
Amendment to complete the additional services.

Construction Inspection

The Engineer will provide full-time construction inspection services, through a Resident Engineer being
assigned to the project, throughout construction of the retrofit improvements. The Resident Engineer
will communicate and coordinate with the City frequently to ensure City and Transit staff are notified of
upcoming significant operations, while minimizing impact to the transit operations, including bus service.
In addition to coordination with the city and inspection and oversight of the construction operations, the
Resident Engineer will be responsible for the following:

e Daily and Weekly Reporting

e Daily Quantity Tracking

e Preparation of Monthly Pay Estimates to Contractor
e Coordination of Materials Testing Subconsultant

e Coordination of Building Inspection Subconsultant
e Funding Source Tracking for Pay Quantities

For budgeting purposes, the work is assumed to be completed over a 17-week, 45-hour per week
construction schedule, where full-time inspection will be necessary. Furthermore, 765 hours have been
estimated for the Resident Engineer to provide full-time construction inspection services. Should
additional hours or services be required based on the actual schedule and sequence of construction
operations, a Contract Amendment will be prepared for the City’s review and approval, prior to additional
services being provided.

Building Renovation Construction Services (Subconsultant)

The Engineer, through an architectural subconsultant, will provide construction services, relative to the
building renovation. The Scope of Work for the building renovation related construction services is
anticipated to include the following:

e Approximately 8 site visits during construction, including final punch list review

e =Review all required contractor shop drawings and submittals

e Review contractor’s requisitions for payment for the work on the transit center building
e Prepare report of observations after each site visit

e Reply to contractors Requests for Information (RFI)

e Prepare clarification drawings or for minor changes to the work requested by the client
e Prepare punch list of remaining work by contractor

e Issue substantial completion certificate

Based on this Scope of Work, 96 hours have been estimated for the building renovation construction
services. Please note, these hours could change based on the Contractor’s operations, manpower, and

schedule. Any substantial changes to the level of effort anticipated will require a Contract Amendment
to complete the additional services.

Materials Testing

The Engineer will retain the services of a materials testing subconsultant to perform quality assurance and
acceptance testing of various construction materials, including but not limited to: asphalt, concrete, and
gravel. These services will be performed in accordance with the construction contract documents, at the
discretion of the Resident Engineer. Based on experience on similar projects, an initial upset limit of
$5,000 has been included in this contract for materials testing services.

April 13, 2021

G PI City of Nashua
April 13, 2021
CSSER AUS HOUSE SSE Transit Center Retrofit Project

Greenman-Pedersen, Inc.

WORK-HOURS

TOTAL
Princi Princi Architect HOURS TOTAL COST

Resident

AVERAGE CLASSIFICATION RATES: $ 78.00 $ 57.00 $ 53.50 $ 38.50 $ 36.50 $ 64.32 $ 50.42 $ 50.42
Direct Labor Totals: $ - $ 4,275.00 $ 1,337.50 $ 1,540.00 $ 29,382.50 $ 2,572.80 $ 2,016.80 $ 806.72 $ 41,931.32
Overhead Totals: $ - $ 6903.27 $ 2,159.80 $ 2,486.79 $ 36,731.06 $ 4154.56 $ 3,256.73 $ 1,302.69 $ 56,994.90
Fee Totals: $ - $ 1,117.83 $ 349.73 §$ 402.68 $ 6,611.36 $ 672.74 §$ 527.35 $ 210.94 $ 9,892.62
Direct Expenses: $ - $ - $ - $ - $ - $ 12,000.00
Project Total: $ - $ 12,296.10 $ 3,847.02 $ 4,429.47 $ 72,724.92 $ 7,400.09 $ 5,800.88 $ 2,320.35 $ 120,818.84
Office Overhead Rate: 161.48%
Field Overhead Rate: 125.01%
Fee: 10%
GPITOTAL $ 93,297.51 SDA TOTAL $ 15,521.33
Direct Expenses:
$ 7,000.00
$ -
Materials
Testing $ 5,000.00

SUBTOTAL: $ 12,000.00

GRAND TOTAL $ 120,818.84