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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 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 or other persons, and
Professional Engineer 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 shail 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, caused in whole or part by Professional Engineer
or anyone employed, directed, or supervised by Professional Engineer.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional
Engineer 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 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.

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

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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 Professional Engineer with a right of
payment over any other entity. Any funds obligated by the City under this contract that are not
paid to Professional Engineer 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 Professional
Engineer. Professional Engineer shall have no claim of any sort to the unexpended funds.

14. | COMPENSATION. Review by the City of Professional Engineer'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 Professional Engineer to submit additional
information. Unless the City, in its sole discretion, decides otherwise, the City shall pay
Professional Engineer in full within 30 days of approval of the submitted monthly invoice forms
and progress reports.

15. 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 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, 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

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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 shal! constitute a material breach of the contract.

17. FEDERAL SUBCONTRACTING REQUIREMENTS. If Professional Engineer awards a
subcontract under this contract, Professional Engineer, 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, Professional Engineer 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. 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.

19, 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. 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. Criry INSPECTION OF CONTRACT MATERIALS. The books, records, documents and
accounting procedures and practices of Professional Engineer 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.

GC 10 of 13

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 Professional Engineer 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
Professional Engineer's expense, by Professional Engineer to the City upon completion,
termination, or cancellation of this contract. Alternatively, if the City 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, in writing,
requests any or all of the materials, then Professional Engincer shall promptly remit and deliver
the materials, at Professional Engineer's expense, to the City. 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.

22. PUBLIC RECORDS LAw, COPYRIGHTS, AND PATENTS. Professional Engineer expressly
agrees that all documents ever submitted, filed, or deposited with the City by Professional
Engineer (including those remitted to the City by Professional Engineer 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 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 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 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. Professional Engineer 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
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
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

GC 11 of 13

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, Professional
Engineer 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 Professiona! 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 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 shall be the date upon which the Board of Public Works
or other designated official accepts and approves the notice of completion.

24. TAxes. Professional Engineer shall pay all taxes, levies, duties, and assessments of
every nature duc 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
from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

25. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this
contract shall be considered waived by the City. 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 in a written waiver.

26. 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.

27. PROHIBITED INTERESTS. Professional Engineer shall not allow any officer or employee
of the City to have any indirect or direct interest in this contract or the proceeds of this contract.
Professional Enginecr warrants that no officer or employee of the City 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. 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 determines that a conflict exists and was not disclosed to
the City, 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 may terminate the contract at will or for cause in accordance with paragraph 8. Upon
termination, Professional Engineer shall refund to the City any profits realized under this
contract, and Professional Engineer shall be liable to the City for any costs incurred by the City
in completing the work described in this contract. At the discretion of the City, these sanctions

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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 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 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 under this contract or at law.

28. THIRD PARTY INTERESTS AND LIABILITIES. The City 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
and Professional Engineer.

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 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.

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 B

Scope of Services & Fee

SCOPE OF SERVICES:

Greenman Pedersen, Inc. hereinafter referred to as “the CONSULTANT” hereby proposes to provide professional
services to City of Nashua (“the CLIENT”) in accordance with the Scope of Services as specified below and on attached
pages. The CONSULTANT has prepared this Contract for construction engineering services for roadway improvements
along Amherst Street (NH Route 101A) between Charron Avenue and Diesel Road in Nashua, New Hampshire.

The CONSULTANT is the design engineer on record for the project. It has been requested by the City of Nashua that the
CONSULTANT provide Construction Services including full time construction inspection during the construction of the
Amherst Street improvements. All work will be performed in conformance with the standards, policies, and procedures
of the City of Nashua and the New Hampshire Department of Transportation (NHDOT), as applicable.

Construction Services

The CONSULTANT will provide construction administration services relative to work on Amherst Street and Charron
Avenue. This work will include attendance at a pre-construction conference with the City, review and approval of shop
drawings, consultation, participation at weekly site meetings (as requested}, full-time inspection of work, assistance in
final inspection, signal timing adjustments, and the certification that all work is completed in accordance with the
design drawings. A field report will be prepared after each field inspection and submitted to the CLIENT for their
records,

For purposes of budgeting, we are presently estimating the following hours will be required, based on a 16-week
overall construction schedule:

Task Hours/Week Weeks Total Hours
Pre-Construction Conference 3 1 3
Shop Drawing Review 8 2 16
Office Consultation 4 16 64
Full-Time Field Inspection 40 16 640
Punch List, Final Inspection & Certification 8 2 16
Total: 739

Based on the above, 739 hours have been budgeted for construction administration, inspection, and related services.
Construction services will be billed on a monthly basis at cost plus fixed fee as detailed in Exhibit C. Any substantial
changes to the scope of work as described herein will require a Contract Amendment to complete the additional
services.

This contract provides an upset limit for material testing services which will likely be required during construction. If
requested by the CLIENT, the CONSULTANT can procure the services of a sub-consultant to perform the testing as
needed.

This contract also does not include any construction layout or field survey services. It is assumed that the CLIENT will
provide all necessary layouts.

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FEE:

The Owner will be invoiced on a monthly basis at cost plus fixed fee as detailed in Exhibit C. Labor and overhead salary
caps apply as described in Exhibit C. Non-salary expenses shall be invoiced at cost, and include reasonable cost of
transportation; printing and reproduction; identifiable supplies; laboratory fees; and charges by reviewing authorities.
The Fee Schedule is as follows and further detailed in Exhibit C.

Tasks Estimated Fee Schedule
1. Construction Services $72,864.36 As Needed
2. Reimbursable Expenses:
Materia! Testing $2,000 As Incurred
Misc. Expenses $3,000 As Incurred
Total $77,864.36

Page 2 of 2

To:

From:

Re:

I. Motion:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: March 24, 2022

Daniel Hudson, P.E., City Engineer
Engineering Department

2022 Sewer Replacement Project

To approve the award the construction contract for the 2022 Sewer Replacement Project
to SUR Construction West, Inc. of Winchester, NH in the amount of $2,135,950,
contingent upon bond approval. Funding will be through: Department: 169 Wastewater;
Fund: Bond; Activity: Sewer Rehab.

The annual sewer program addresses failing, aged sewers and associated structures and
piping. The 2022 Sewer Replacement Project will replace approximately 4,000 linear feet
of sewer mains along with associated drainage structures and pipes. The contract includes
work on Blanchard St, Clement St, Donna St, Fairview Ave, Kendrick St, Kern Dr, Pike
St, Sunshine Ct and 12" St, along with miscellaneous other locations throughout the City,
Construction is expected to start in May.

Four bids were received on February 10" as follows:

Jennings Excavation, Inc. of Hollis, NH $2,076,630.25
SUR Construction West of Winchester, NH $2,135,950.00
Defelice Corporation of Dracut, MA $2,687,820.50
N Granese & Sons, Inc. of Salem, MA $3,262,920.00

Jennings Excavation, the low bidder, is a well-established local contractor; however,
upon review of their bid concerns were noted with pricing on certain items. A meeting
was held with Jennings on February 22" to discuss the City’s concerns, and upon further
consideration Jennings requested to withdraw their bid on February 23". The City
approved withdrawal of their bid and release of their bid bond without prejudice.

The second lowest bid received was from SUR Construction West, who performed well
on recent sewer replacement projects for the City and we recommend proceeding with
award to them, contingent on approval of associated sewer bonding authority.

Exhibit C

Work Hour Estimate
Project Amherst Strteet Improvements - Charron Avenue to Diesel Road
Location Route 101A (Amherst Street)
TowrCity, State Nashua, NH Date 1/28/2016
HOURLY RATE SUMMARY
- PIC PM SE Eng AE ET [|
IMKRECT HOURLY RATE ($) $60.00 $60.00 $52.36 $4124 $2618 $28.16
HOURLY RATE ($) $168.30 $168.30 $146.87 $11568 $73.43 $78.99
WORK HOUR AND FEE SUMMARY
TASK DESCRIPTION | Pre PM SE Eng AL ET Task Hours] ‘Task Fee
1 Construction Services
Pre-Construction Conference 3 $ 440.61
Shop Drawing Review 12 16 $ = 1,975.62
Offices Consultabon 64 64 $ 9,399.67
Full-Time Inspeciton 120 $20 640 $ 58,698 55
Punch List, Final Inspection & Certification 16 16 $ 2,349.92
| TOTAL WORK-IIOURS 0 0 207 12 0 520 739
| TOTAL FEE $ 72,864.36
ACTUAL PERCENTAGES 0 0 28 2 a 70
(TYPICAL PERCENTAGES) 1-3% 10-15% 15-25% 25-35% 10-15% 10-15%
DESIGN CONSTRUCTION TOTALS
{a} Salary Costs $ 25,976.60 § “ $ 25,976.60
(b} Indirect Casts (%) 155.00% $ 40,263.73 $ . $ 40,263.73
(c} Net Fee (%} 10.00% $ 662403 $ - $ 6,624.03
TOTAL LIMITING FEE $ 72,864 36 §$ * $ 72,864 36
{d) Direct Expenses $ §,000.00 § ~ $ 5,000.00
MAXIMUM PAYMENT AMOUNT $ 77,864 36 §$ $ 77,864 36
MAXIMUM OBLIGATION $ 77,864 36

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