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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.

3. PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work
by _December 31,2016 _. The time periods set forth may only be altered by the parties by a
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.

4, COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to
exceed
Seventy Seven Thousand, Fight Hundred & Sixty Four °° (§ 77,864.36) Dollars

which, unless otherwise provided in this contract, shall be paid in accordance with the provisions
of Exhibit B or unless Professional Engineer has received a written exemption from the City. -
Professional Engineer shall submit monthly requests for payment for services performed under
this agreement directly to

City of Nashua

Attn: Accounts Payable
PO Box 2019

Nashua, NH 03061-2019
Atten: Jeanne T. Walker

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

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progress reports. The City will make no payments until the invoice forms and progress reports
have been submitted and approved.

3. 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 REPRESENTATIVE: PROFESSIONAL ENGINEER REPRESENTATIVE:
Stephen Dookran, P.E. Christer Ericsson, PE
City Engineer Branch Manager
City of Nashua DPW Greenman-Pedersen, Inc.
9 Riverside Street 181 Ballardvale Street, Suite 202
Nashua, NH 03062 Wilmington, MA 01887

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

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be

legally bound thereby.
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City of Nashua, NH (signature) LY Greenntan-Pedersen, Inc. (signature)

ci st . Christer Ericsson, P.E., Branch Manager
(Printed Name and Title) (Printed Name and Title)

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS
DEFINITIONS

PROFESSIONAL ENGINEER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE

STANDARD OF CARE

CITY REPRESENTATIVE
CHANGES TO SCOPE OF WORK
Ciry 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
Ciry 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

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30. SEVERABILITY GC--12
31, MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT GC--12

32. CHOICE OF LAW AND VENUE GC--13

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GENERAL CONDITIONS

1. DEFINITIONS. Unless otherwise required by the context, "Professional Engineer”
includes any of the Professional Engineer's consultants, sub consultants, contractors, and
subcontractors

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

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

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

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

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

(6) Unemployment compensation coverage provided by the City.

Professional Engineer agrees, if applicable and before commencing any work under the contract,
to complete and to provide the following written request to its insurer:

Greenman-Pedersen, Inc. has entered into a contract with the City of Nashua to
perform work upon receipt of an Executed Contract and a Valid Purchase Order
issued from the City to Final Completion and requests that the Insurer provide to the
City of Nashua 1) a certificate of coverage, and 2) notice of any lapse in coverage or
nonpayment of coverage that the Professional Engineer is required to maintain. The
certificate and notice should be mailed to:

Risk Management
City of Nashua
229 Main Street
Nashua, NH 03060

Professional Engineer agrees, if not exempt, to maintain required workers’ compensation
coverage throughout the entire term of the contract. If Professional Engineer does not maintain
coverage throughout the entire term of the contract, Professional Engineer agrees that City may,
at any time the coverage is not maintained by Professional Engineer, order the Professional
Engineer to stop work, suspend the contract, or terminate the contract. For each six-month period
this contract is in effect, Professional Engineer agrees, prior to the expiration of the six-month
period, to provide another written request to its insurer for the provision of a certificate and
notice of lapse in or nonpayment of coverage. If Professional Engineer does not make the request
or does not provide the certificate before the expiration of the six-month period, Professional
Engineer agrees that City may order the Professional Engineer to stop work, suspend the
contract, or terminate the contract.

GC 3 of 13

3. 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. Professional Engineer warrants that all work shall be performed with the degree of
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. It shall be the duty
of Professional Engineer to assure at its own expense that all work is technically sound and 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 may have,
Professional Engineer shall, at its own expense and without additional compensation, re-perform
work to correct or revise any deficiencies, omissions, or 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 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 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'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 reserves the right to approve key personnel assigned by Professional
Engineer to perform work under this contract. Approved key personnel shall not be taken off of
the project by Professional Engineer without the prior written approval of the City, except in the
event of termination of employment. Professional Engineer shall, if requested to do so by the
City, remove from the job any personnel whom the City determines to be incompetent,
dishonest, or uncooperative.

4. CITY REPRESENTATIVE. The City may designate a City 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 Representative.

5, CHANGES TO SCOPE OF WoRK. The City 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 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 to be able to adequately analyze the proposal. The City 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 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 in writing of the estimate. The proposal for a change shall provide enough detail, including

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personnel hours for each sub-task and cost breakdowns of tasks, for the City to be able to
adequately analyze the proposal. The City 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 in writing approves the change. Unless otherwise agreed to in writing, the provisions of
this contract shall apply to all changes. The City may provide verbal approval of a change when
the City, 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 approval shall not be compensated and is, at the City's election,
sufficient reason for contract termination.

6. CITY COOPERATION. - The City 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 also agrees to provide Professional Engineer with access to City 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 and Professional Engineer also agree to attend
all meetings called by the City or Professional Engineer to discuss the work under the Contract,
and that Professional Engineer may elect to conduct and record such meetings and shail, later
distribute prepared minutes of the meeting to the City.

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

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City, in its sole
discretion, shall have the right to terminate, abandon, or suspend al! or part of the project and
contract at will. If the City 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.

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Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen

From: Mayor Jim Donchess

Date: March 30, 2022

Re: Award of Contract in Excess of S1M — Sewer Replacement

Pursuant to NRO: § 5-74/B: E. Approval by the Finance Committee of a contract award in excess of
$1,000,000 shall be submitted to the full Board of Aldermen at its next regularly scheduled meeting
for final approval prior to award of the contract.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the April 6, 2022 meeting and as such | am requesting the full Board of
Alderman approve the following contract:

Item: 2022 Sewer Replacement Program to replace approximately
4,000 linear feet of failing/aged sewer mains, drainage
structures & pipes

Value: $2,135,950
Vendor: SUR Construction West, Inc.
Purchasing Memo#: 22-253 dated March 29, 2022
Contract Term: 2022

Thank you.

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH. gov
www.NashuaNH. gov

Upon receipt of notice of termination, abandonment, or suspension at will, Professional Engineer
shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. 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 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 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 to resume performance.

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 on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional
Engineer to adhere to all the terms and conditions of the contract or for failure to satisfactorily, in
the sole opinion of the City, pursue the project or to complete work in a timely and professional
manner. Professional Engineer shall be given an opportunity for consultation with the City prior
to the effective date of the termination. Professional Engineer may terminate the contract on 10
calendar days written notice if, through no fault of Professional Engineer, the City fails to pay
Professional Engineer for 30 days after the date of approval of any submitted invoice forms and
progress reports.

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

If after termination for the failure of Professional Engineer to adhere to all the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the City, pursue
the project or to complete 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 shall make an equitable adjustment in the
compensation paid to Professional Engineer. The adjustment shall include a reasonable profit for
services or other work performed up to the effective date of termination less all previous
payments.

GC 6 of 13

Cc, GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract,
the City 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 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.

9. DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shall
be resolved under this paragraph. 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 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. If the dispute is not resolved within 30 days, either party
may request that the dispute be submitted to the Board of Public Works for final resolution. The
decision of the Board of Public Works shall be final and binding on the parties. If either party is
dissatisfied with the decision of the Board of Public Works, that party may immediately
terminate the contract under this paragraph, with Professional Engineer being entitled to
compensation for work actually and satisfactorily performed up to the time of the termination
and the City being entitled to all contract materials in accordance with paragraph 21, and
compensation for any additional damages or expenses incurred in completing the work under the
contract, including, without limitation, the costs of securing the services of other Professional
Engineers.

10. 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 may provide.

1h, 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.

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