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Finance Committee - Agenda - 4/20/2022 - P128

By dnadmin on Sun, 11/06/2022 - 21:43
Document Date
Fri, 04/15/2022 - 11:50
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/20/2022 - 00:00
Page Number
128
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__042020…

CONTRACT FOR PROFESSIONAL SERVICES

TITLE

A CONTRACT BETWEEN

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

designLAB architects

35 Channel Center St. , Suite 103 Boston, MA 02210

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

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

WHEREAS, designLAB 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--Scope of Services, Contract Time, 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.

AG 1 of 4

Page Image
Finance Committee - Agenda - 4/20/2022 - P128

Finance Committee - Agenda - 9/7/2016 - P44

By dnadmin on Mon, 11/07/2022 - 09:49
Document Date
Wed, 09/07/2016 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 09/07/2016 - 00:00
Page Number
44
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__090720…

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 failure. Professional Engineer shall not be relieved
of liability to the City of Nashua for damages sustained from the failure, 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 right to solicit applications for employment from any employee of the
Professional Engineer assigned to the performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or
future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Professional Engineer's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
Professional Engineer's control.

DISPUTE RESOLUTION — The parties shall attempt to resolve any dispute related to this contract
as follows. 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 of Nashua Representative and a Professional Engineer
Representative. At all times, Professional Engineer shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or
determination or direction of the City of Nashua. If the parties are unable to resolve their dispute

GC 5 of 11

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Finance Committee - Agenda - 9/7/2016 - P44

Finance Committee - Agenda - 9/7/2016 - P45

By dnadmin on Mon, 11/07/2022 - 09:49
Document Date
Wed, 09/07/2016 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 09/07/2016 - 00:00
Page Number
45
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__090720…

10.

11.

as described above within 30 days, the partics may request that the dispute be submitted to the
Board of Public Works for resolution. If the parties are dissatisfied with the decision of the Board
of Public Works, the parties’ reserve the right to pursue any available legal and/or equitable
remedies for any breaches of this contract except as that right may be limited by the terms of this
contract.

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

INSURANCE Professional Engineer shall carry and maintain in effect during the performance of
services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> — $1,000,000 Profession Liability;
>» and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

Professional Engineer shall maintain in effect at all times during the performance under this
contract all specified insurance coverage with insurers. None of the requirements as to types and
limits to be maintained by Professional Engineer are intended to and shall not in any manner limit
or qualify the liabilities and obligations assumed by Professional Engineer under this
contract. The City of Nashua shall not maintain any insurance on behalf of Professional
Engineer. Subcontractors are subject to the same insurance requirements as Professional Engineer
and it shall be the Professional Engineer’s responsibility to ensure compliance of this
requirement.

Professional Engineer will provide the City of Nashua with certificates of insurance for coverage
as listed below and endorsements affecting coverage required by the contract within ten calendar
days after the City of Nashua issues the notice of award. The City of Nashua requires thirty days
written notice of cancellation or material change in coverage. The certificates and endorsements
for each insurance policy must be signed 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. Professional Engineer is responsible for filing updated certificates of insurance with
the City of Nashua's Risk Management Department during the life of the contract.

>» All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.
> If aggregate limits of less than $2,000,000 are imposed on bodily injury and

property damage, Professional Engineer must maintain umbrella liability insurance of at
least $1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

» The specified insurance requirements do not relieve Professional Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Professional Engineer is encouraged to purchase such additional
insurance, as it deems necessary.

GC 6 of 11

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Finance Committee - Agenda - 9/7/2016 - P45

Finance Committee - Agenda - 9/7/2016 - P46

By dnadmin on Mon, 11/07/2022 - 09:49
Document Date
Wed, 09/07/2016 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 09/07/2016 - 00:00
Page Number
46
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__090720…

12.

13.

14,

15.

» The insurance provided herein is primary, and no insurance held or owned by the City
of Nashua shall be called upon to contribute to a loss.
Professional Engineer is responsible for and required to remedy all damage or loss to any
property, including property of the City of Nashua, caused in whole or part by
Professional Engineer or anyone employed, directed, or supervised by Professional
Engineer.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
agrees to indemnify and shall defend and hold harmless the City of Nashua, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney’s fees, costs and expenses of any kind or nature in any manner
caused, occasioned, or contributed to in whole or in part by reason of any negligent act, omission,
or fault or willful misconduct, whether active or passive, of Professional Engineer or of anyone
acting under its direction or control or on its behalf in connection with or incidental to the
performance of this contract. Professional Engineer’s indemnity, defense and hold harmless
obligations, or portions thereof, shall not apply to liability caused by the sole negligence or
willful misconduct of the party indemnified or held harmless.

FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
fails to appropriate monies for the ensuing fiscal year sufficient for the performance of this
contract.

Nothing in this contract shall be construed to provide Professional Engineer with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this contract
that are not paid to Professional Engineer shall automatically revert to the City of Nashua’s
discretionary control upon the completion, termination, or cancellation of the agreement. The
City of Nashua shall not have any obligation to re-award or to provide, in any manner, the
unexpended funds to Professional Engineer. Professional Engineer shall have no claim of any sort
to the unexpended funds.

COMPENSATION Review by the City of Nashua of Professional Engineer's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City of
Nashua. If there is insufficient information, the City of Nashua may require Professional
Engineer to submit additional information. Unless the City of Nashua, in its sole discretion,
decides otherwise, the City of Nashua shall pay Professional Engineer in full within 30 days of
approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Professional Engineer, 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. Professional
Engineer 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 of Nashua 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.

GC 7 of 11

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Finance Committee - Agenda - 9/7/2016 - P46

Finance Committee - Agenda - 9/7/2016 - P47

By dnadmin on Mon, 11/07/2022 - 09:49
Document Date
Wed, 09/07/2016 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 09/07/2016 - 00:00
Page Number
47
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__090720…

16. NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,

17.

18.

order, or other requirement, Professional Engineer agrees to the following terms, Professional
Engineer 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. Professional Engineer 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, Professional Engineer'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 Professional Engineers 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 Professional Engineers and
Subcontractors for Handicapped Workers," which, by this reference, is incorporated in this
contract.

Professional Engineer 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 Professional Engineer under this contract.

In connection with the performance of work under this contract, Professional Engineer 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.

Professional Engineer 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 Professional Engineer shall constitute a material breach of the contract.

ENDORSEMENT Professional Engineer shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared
by Professional Engineer or under its direction as required under the laws of the State of New
Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Engineer 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.

GC $ of 11

Page Image
Finance Committee - Agenda - 9/7/2016 - P47

Finance Committee - Agenda - 9/7/2016 - P48

By dnadmin on Mon, 11/07/2022 - 09:49
Document Date
Wed, 09/07/2016 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 09/07/2016 - 00:00
Page Number
48
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__090720…

19. CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting

20.

21.

procedures and practices of Professional Engineer 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, studics, 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 Professional
Engineer 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 Professional
Engineer's expense, by Professional Engineer to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Professional Engineer, 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 Professional
Engineer in the performance of its obligations under this contract must be retained by
Professional Engineer 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 Professional Engineer shall promptly remit and
deliver the materials, at Professional Engineer's expense, to the City of Nashua. Professional
Engineer shall not use, willingly allow or cause to have such materials used for any purpose other
than the performance of Professional Engineer's obligations under this contract without the prior
written consent of the City of Nashua.

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

Professional Engineer 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 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. Professional Engineer
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 Professional Engineer infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Engineer infringes any patent.

Professional Engineer 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

GC 9 of 11

Page Image
Finance Committee - Agenda - 9/7/2016 - P48

Finance Committee - Agenda - 9/7/2016 - P49

By dnadmin on Mon, 11/07/2022 - 09:49
Document Date
Wed, 09/07/2016 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 09/07/2016 - 00:00
Page Number
49
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__090720…

22.

23.

24,

25.

26.

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, Professional Engineer
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 Professional Engineer in writing that the whole of the work was
completed on the date indicated in the notice or provide Professional Engineer with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Professional Engineer 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 Professional Engineer 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. Professional Engineer 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.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights 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 Professional Engineer 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. Professional Engineer 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 Professional Engineer. If any such interest comes to the attention of
Professional Engineer at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Professional Engineer 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. Professional Engineer 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 Professional Engineer (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, Professional Engineer shall refund to the City of Nashua any profits realized under
this contract, and Professional Engineer 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

GC 10 of 11

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Finance Committee - Agenda - 9/7/2016 - P49

Finance Committee - Agenda - 9/7/2016 - P50

By dnadmin on Mon, 11/07/2022 - 09:49
Document Date
Wed, 09/07/2016 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 09/07/2016 - 00:00
Page Number
50
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__090720…

27.

28,

29.

30.

31.

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.

Professional Engineer warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Professional Engineer 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 rights and remedies of this section shall in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Professional Engineer,
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 Professional Engineer.

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.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Professional Engineer. 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

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Finance Committee - Agenda - 9/7/2016 - P50

Finance Committee - Agenda - 9/7/2016 - P51

By dnadmin on Mon, 11/07/2022 - 09:49
Document Date
Wed, 09/07/2016 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 09/07/2016 - 00:00
Page Number
51
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__090720…

William R. Hammer
W. Erie Kluz
Janet M. Slernenda

35 Medford Street
Somerville. MA 02143
T: 617.776.6545

F: 617.776.6678

wow hiktarchitects.com

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Ce ky TO + hw te

EXHIBIT B

August 2, 2016

Lisa Fauteaux

Director of Public Works

City of Nashua

9 Riverside Sireet

Nashua, New Hampshire 03062

Re: Nashua Public Works Project: Programming and Conceptual Design
Dear Lisa,

We are pleased to provide a proposal for the City of Nashua Department of Public
Works Programming and Conceptual Design Study. We are basing this proposal
on the scope of services which was discussed at the meeting of July 20, 2016 and
subsequent conversaiions.

Our goal is to provide the City Of Nashua with a study and budget that will meet
the City’s needs. The study will document what a modern and efficient public
works facility could look like at the Burke Street site. This baseline design and
budget will enable us confidently evaluate the implication of removing or
modifying certain elements of the project, to adjust the concept as needed, and to
outline the implications of each decision.

The work will be completed by HKT Architects, Hoyle, Tanner Associates (H&T),
Maintenance Design Group (MDG), Nobis Engineering, and Castagna Consulting
Group.

Scope of Work
TASK 1 - Programming and Existing Building/Site investigation: This work will
include:

o Kick-Off Meeting and Data collection.

o Field measuring as needed to create accurate CAD drawings.

o Preparation of Questionnaires in advance of programming
meeting. City will fill out and return before programming meeting.

o Tour of all existing public works facilities.

o HKT and MDG Departmental interviews with all pertinent
members of the Public Works Department. 2 Full Days working
with City personnel.

o HKT and MDG development of a space needs program and
report.

o School Department review of the program and plan that was
developed during the earlier study.

o H&T Civil will conduct a site visit and review existing available
plans to date.

o HA&T Civil will review available existing data at the City Planning
Department.

Page Image
Finance Committee - Agenda - 9/7/2016 - P51

Finance Committee - Agenda - 9/7/2016 - P52

By dnadmin on Mon, 11/07/2022 - 09:49
Document Date
Wed, 09/07/2016 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 09/07/2016 - 00:00
Page Number
52
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__090720…

Letter to Lisa Fauteaux
August 2, 2016
Page 2

o H&T Civil will review possible zoning and site concerns.

o Ha&T Civil will evaluate potential flood plain in the project vicinity, if
any, and determine if the site is within the flood hazard area.

o H&?T Structural will visit the site to document the existing structure,
gather field measurements as need for preliminary analysis
including detailed information on structural elements and
connections in the existing construction. Particular attention will
be given to documenting two typical bays in the warehouse, one
from each of the original construction phases as these are not
identical. H&T includes time for 2 design professional in the field
for 3 days working from the ground and from lifts (provide by
city).

o Nobis will review the existing Phase I report to comment on
environmental issues.

a Nobis will do a site visit and walk through of the building to collect
a limited number of building materials samples for lab analysis.

o Nobis will have a geotechnical engineer review any existing
subsurface data to see if they can identify any concerns with
respect to the materials on site. No drilling included.

o Presentation of the programming and investigative phase to the
City for approval.

TASK 2 - Concept Development: Following the acceptance of the program by
the City, the following work will be completed:

© Based on the programming from Task 7, HKT, in consultation with
MDG, will develop an option for reuse of both the existing
administration and operations buildings and the related site
elements. The goal is to meet operational goais, building cade
requirements and expectations for use of site by both
depariments.

o HA&T Civil will prepare a conceptual site sketch suitable for
discussions with the City.

o For the Warehouse Renovation: H&T Structural will provide input
for the conceptual design for the renovation of the existing
structural to inform the conceptual cost anaiysis based on the
field documentations, preliminary design calculations and review
of the existing building code. H&T will develop a narrative. H&T
pian to provide a general description of anticipated repairs to the
roof as well as explaining if seismic reinforcements may be
needed based on an IEBC review of the conceptual plans and
offer a general description of what those might entail for
consideration in the estimate.

o HKT will then prepare pertinent documenis that wil! be given to
the cost estimator.

o Presentation of the concept development to the City for approval.

TASK 3 - Estimate: The work by the cost estimator will be based on the option
produced during the concept development stage.

= a oh Be
architects inc.

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Finance Committee - Agenda - 9/7/2016 - P52

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