City of Nashua Purchasing Department

Administrative Services Division 229 Main Street - Nashua, NH 03060

(603) 589-3330

Email: purchasing@nashuanh.gov

July 15, 2026

Subject: RFQ0026-082426 Request for Qualifications for LaRose Way Architectural and Engineering Design Services

The City of Nashua, NH, herein referred to as “the City”, is seeking qualifications from vendors for Design Services for the proposed Richard LaRose Way Improvement Project.

The selected firm will be expected to work in a highly collaborative manner with stakeholders to help take the conceptual design and get it ready for construction.

The City, through the Mayor, who is the awarding authority and reserves the right to reject any and all proposals or parts of proposals; to waive any defects, information, and minor irregularities; to accept exceptions to these specifications; to award contracts or to cancel this request if in the City’s best interest.

INFORMATION FOR PROPOSERS:

The City is now accepting submittals electronically via Bonfire. Please review the electronic documents linked here, Bonfire Vendor Registration and Bonfire Vendor Submission for more information. We strongly recommend that you give yourself sufficient time and at least one (1) business day before due date to begin the uploading process and finalize your submission. Copies are also available on the City’s website in the

Purchasing section within the Bids section. If a vendor chooses to submit their proposal outside of Bonfire, the following are alternate options:

If a vendor chooses to submit their proposal outside of Bonfire, the following are alternate options:

Paper: Submission one (1) copy in sealed envelope(s) or package(s) clearly marked “RFQ 0026- 082426 Qualifications for LaRose Way Architectural and Engineering Design Services” Qualifications must be submitted in the format provided and address the item(s) specified in the RFQ package. Included in this envelope shall be a USB drive containing two separate electronic files: one for the qualifications and one for the cost proposal, corresponding to the separately sealed envelopes.

A cost proposal shall be submitted in a separate sealed envelope from the qualification proposal.

The outside of the envelope shall be clearly marked “RFQ -082426 Cost Proposal”. The cost proposal shall include all pricing information requested. No pricing information shall be included in the qualification proposal. Inclusion of cost information in the qualifications documents may result in the proposal being deemed non-responsive.

Regardless of the method of submission, proposals must be received no later than 4:00pm on Monday, August 24, 2026 in the Purchasing Department; City Hall, 229 Main Street, Room 11, Nashua, NH 03061.

Postmarks or other timestamps will not be accepted in lieu of actual delivery. Vendors can use whatever delivery mechanism it chooses as long as it remains clear that the vendor is responsible for submissions prior to the date and time.

https://nashuanh.bonfirehub.com/portal/?tab=openOpportunities https://www.nashuanh.gov/DocumentCenter/View/28837/Bonfire-Process-Overview---Vendor-Registration https://www.nashuanh.gov/DocumentCenter/View/28838/Bonfire-Process-Overview---Vendor-Submission

RFQ 0026-082426

229 Main Street • Nashua, New Hampshire 03061 • Phone (603) 589-3330 • Fax (603) 589-3233

The time of receipt shall be considered when a proposal has been officially documented by the Purchasing Department, in accordance with its established policies, as having been received at the location designated above. The City accepts no responsibility for mislabeled mail. Any and all damage that may occur due to shipping shall be the vendor’s responsibility.

Further details are available on the City's web site, www.nashuanh.gov, under Services; Bid Opportunities;

Current Bids and on the Bonfire website; (Refer to Document RFQ0026-082426. Proposal will be opened in public on the due date and time. Results of the proposal opening will be posted on the City's website, www.nashuanh.gov, under Services; Bid Opportunities; Bid Results; (Refer to Document RFQ LaRose Alley Design Services) within twenty-four (24) hours of the opening.

Please note paper copies of proposal documents are not available in the City’s Purchasing Office.

The City assumes no liability for the payment of costs and expenses incurred by any party in responding to this invitation for proposals. All proposals become the sole property of the City of Nashua. This request for proposals is not a contract and alone shall not be interpreted as such but rather serves as an instrument through which proposals are solicited.

The timeline for this project is as follows:

Projected Timeline Date

Optional Pre-Proposal Meeting Friday, July 24, 2026, 1:30pm – LaRose Way 113 W Pearl Street

Deadline for Vendor Questions Friday, July 31, 2026 10:00am

Vendor Question Answers Posted Wednesday, August 5, 2026 4:00pm

Proposals Due Monday August 24, 2026 4:00pm

Vendor Interviews TDB

Vendors are encouraged to submit questions via email; however, the City assumes no liability for assuring accurate and complete email transmission/receipt and is not responsible to acknowledge receipt. Inquiries must be submitted in writing, citing the RFQ title/number, Page, Section, and must be received no later than Friday, July 31, 2026 by 10:00 am to:

229 Main Street, Nashua, NH 03060 purchasing@nashuanh.gov

The City will consider all timely-received questions and requests for change and, if reasonable and appropriate, will issue an addendum to clarify or modify this RFQ. Answers to vendor submitted questions and other addenda will be posted on the City of Nashua website www.nashuanh.gov, under Services; Bid Opportunities; Current Bids; (Refer to RFQ 0026-082426) and on Bonfire no later than Wednesday, August 05, 2026 at 4:00 pm.

The City hereby notifies all vendors that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full opportunity to submit proposals in response to this invitation and will not be discriminated against on the grounds of race, color, national origin, sex, age, or disability in consideration for an award.

http://www.nashuanh.gov/

Pursuant to NRO 5-71 (A), the City of Nashua supports the concept of purchasing products which are biodegradable, can be or have been recycled, or are environmentally sound. Due consideration will be given to the purchase of such products. If you are proposing any such products which qualify, please so indicate in a cover sheet by item number and description. We are also conscious of energy use and encourage vendors to propose products that are energy efficient.

All proposals are binding for ninety (90) days following the deadline for proposals, or until the effective date of any binding resulting contract, whichever is later.

Proposals must be submitted in the format provided and address the items specified in this request. The City may reject any or all of the proposals on any basis and without disclosure of a reason. The failure to make such a disclosure shall not result in accrual of any right, claim or cause of action by any unsuccessful proposer against The City. The City reserves the right to waive any irregularities when the public interest will be served thereby. The City also reserves the right to negotiate any change or amendment in any proposal without soliciting further requests for proposals if the action is necessary for the best interest of The City.

The City of Nashua will reject the proposal of any vendor who is presently debarred, declared ineligible or excluded by any Federal department or agency, and reserves the right to reject the proposal of any proposer who has previously failed to perform any contract properly for any purchaser, or to complete on time, contracts of a similar nature, who is not in the position to perform the contract, or who has neglected the payment of bills or otherwise disregarded its obligations to clients, purchasers, subcontractors, material men, or employees.

The City is exempt of all taxes. All proposals must be FOB Nashua, NH. All vendors must comply with all applicable Equal Employment Opportunity laws.

Pursuant to NRO 5-78 (F), the Purchasing Manager shall not solicit a bid from a contractor who is in default on the payment of taxes, licenses or other monies due the City. Therefore, this bid request is void as to anyone who is in default on said payments.

Sincerely, Amy Girard City of Nashua Purchasing Manager girarda@nashuanh.gov mailto:girarda@nashuanh.gov

GENERAL REQUIREMENTS

A. To be eligible for an award, a vendor must be deemed "responsible". A responsible vendor:

• has the ability, capacity and skill to provide the goods or services required

• can provide the goods or services within the time frame specified

• has a satisfactory record of integrity, reputation, judgment and experience

• has sufficient financial resources to provide the goods or services

• has an ability to provide future maintenance and support as required

• providing the vendor has provided goods or services to the City, has developed a positive track record with the City

B. The successful vendor will be required to provide the City with certificates of insurance for coverage as listed below and endorsements affecting coverage required by the contract within ten (10) calendar days after the City issues the notice of award. The City requires thirty (30) calendar days written notice of cancellation or material change in coverage. The certificate 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, Employer’s Liability and Auto Liability policies must name the City of Nashua as an additional insured and reflect on the certificate of insurance:

• General Liability insurance in the amount of $1,000,000 per occurrence and $2,000,000 aggregate

• $1,000,000 Combined Single Limit Automobile Liability (coverage must include all owned, non-owned and hired vehicles)

• Workers' Compensation Coverage in compliance with the State of New Hampshire statutes, $100,000/$500,000/$100,000

• Professional Liability: $1,000,000

All vendors and subcontractors at every tier under this project will fully comply with NH RSA Chapter 281- A, "Workers' Compensation".

• Vendor shall ensure that its activities and activities of its employees are in strict compliance with all applicable federal, state and local statutes, ordinances, regulations and rules, and permit requirements including without limitation, the Federal OSHA of 1970, as amended and the standards and regulations issued hereunder, and all other statues, ordinances, regulations, rules, standards and requirements of common law in relation to industrial hygiene and safety, and the protection of health and the environment.

The City of Nashua would like to emphasize the importance of construction work zone safety. The City of Nashua has adopted the provisions of the Manual on Uniform Traffic Control Devices (MUTCD) for work zone safety. Unless otherwise indicated in this contract, the contract shall follow the requirements of the MUTCD at all roadway construction work zones.

C. The City also reserves the right to negotiate any change or amendment in any proposal without soliciting further proposals if the action is necessary for the best interest of the City.

D. The City may conduct discussions with responsible vendors prior to selection. Successful vendors shall begin performance upon receipt of an executed contract and a valid purchase order issued from the City.

E. The City may reject any and all responses on any basis and without disclosure of a reason. The failure to make such a disclosure shall not result in accrual of any right, claim, or cause of action by any unsuccessful vendor against the City.

F. After the initial designation of a vendor, City Staff will work with the selected vendor to negotiate final terms and conditions between the City and the successful vendors prior to the Contract Award. A draft contract is attached (Appendix A).

G. The vendor shall meet all requirements of the Americans with Disabilities Act.

H. The City encourages disadvantaged business enterprise (DBE) participation from contractors and/or subcontractors.

I. The vendor should understand that under the New Hampshire Right-to-Know Law, all documents submitted in response to this request, including financial information, are considered public information and will be made available to the public upon request, unless specifically exempted under the law.

J. Any vendor submitting a proposal may appeal a pending award prior to award by the City. The appellant must:

a. Submit a written protest to the City’s Purchasing Manager within five (5) business days after the proposal opening.

b. Describe, in the written protest, the issues to be addressed on appeal

c. Post, with the written protest, a bond with a surety meeting the requirements of General

Condition 5.02 authorized to do business in this state or submit other security in a form approved by the City who will hold the bond or security until a determination is made on the appeal.

d. Post the bond or other security in the amount of 25% of the total dollar value of the appellant’s bid, up to a maximum bond or other security amount of $250,000.00.

e. Not seek any type of judicial intervention until the City has rendered its final decision on the protest.

The City will stop award actions until after the City’s Purchasing Manager has responded in writing to the protest. If the appellant is not satisfied with the response, the appellant may then protest to the Board of Aldermen, who will render a final decision for the City. No award protests will be heard by the Board of Aldermen unless vendor has followed the appeal process.

If an appeal is granted, the full amount of the posted bond or security will be returned to the appellant.

If the appeal is denied or not upheld, a claim may be made against the bond for expenses suffered by the City because of the unsuccessful appeal.

The City is not liable for any costs, expenses, attorney’s fees, loss of income, or other damages sustained by the appellant in a proposal appeal process.

K. The City assumes no liability for the payment of costs and expenses incurred by any vendor in responding to this request. All proposals become sole property of The City. This is not a contract and shall not be interpreted as such but rather serves as an instrument through which proposals are solicited.

PROPOSAL PROCESS & RESPONSE

The RFQ response should be fully self-contained, concise, and display clearly and accurately the capabilities, knowledge, experience, and capacity of the vendor to meet the requirements of the project and the proposals. Vendors are encouraged to utilize methods they consider appropriate in communicating the required information. At a minimum, this will include submission of the information requested below:

A. Vendor description and project team

a. Vendor firm name, business, address, website address and contact information

b. Year established, number of employees, office locations, etc.

c. Vendor firm specialties: list your firms area(s) of expertise

d. Identify a project manager and all key project personnel and provide their direct contact information. No key staff member will be reassigned without written approval by the City.

e. Identify minority or women owned business status if applicable.

B. Proposal Sheets

Completed proposal sheets must be submitted on vendors company letterhead utilizing the format provided in Bid Sheet and must include:

a. Proposal Form

b. Qualifications Statement

c. References: include at least 3 professional references (business name, contact, email address & phone number). References may be contacted as part of our preliminary proposal review to assist project committee in assessing vendor qualifications. Current City of Nashua personnel and elected officials shall not be used as references.

d. City Projects: Provide a list of project awards vendor has received from the City of Nashua in the past 5 years. Please include project detail, City department and City project lead.

e. The Scope of Work section of the proposal should explain the Scope of Work as understood by the vendor and detail the approach, activities and work products. Your proposal shall also include and identify suggested revisions and improvements to the Scope of Work that might benefit the project either in efficiency or financially.

f. Proposals should be inclusive of all costs necessary to execute this project.

g. Any additional information that the vendor considers pertinent for consideration should be included in a separate section of the proposals. The City solicits a statement about why the vendor feels its approach would be the most cost effective to the City.

C. General Submission Requirements

a. Responses to this RFQ shall be submitted on 8.5 inch by 11 inch sheets.

b. If submitting via paper, responses shall be bound.

c. Pages will use one inch minimum margins and font size shall be eleven points (minimum) and should be double-side printed.

d. There is no page limit, however it is noted that relevance and brevity shall be considered during evaluation of the submittals.

PROPOSAL REVIEW/EVALUATION

Proposals shall be evaluated by specific criteria set forth in this RFQ. All proposals considered responsive shall be evaluated for completeness of data provided, support for all claims made, and the overall approach taken. The objective is to select a vendor, through the outlined evaluation process, whose proposal is judged to be in the best interest of the City.

A. INITIAL REVIEW-SUBMITTED PROPOSALS

All proposals will be initially evaluated to determine if they meet the mandatory requirements.

1) The proposal must have been received on or before the specified deadline.

2) The proposal must be complete, in the required format, and comply with all the material requirements of this RFQ.

3) Vendors must provide references as outlined.

Failure to meet these requirements may result in a rejected proposal. No proposal shall be rejected, however, if it contains a minor irregularity, defect, or variation, if the irregularity, defect, or variation is considered by the City to be immaterial or inconsequential. In such cases, the vendor will be notified of the deficiency and given an opportunity to correct the irregularity, defect, or variation, or the City may elect to waive the deficiency and accept the proposal.

B. CRITERIA FOR SELECTION

All proposals received from vendors will be reviewed and evaluated by a committee of qualified personnel.

This committee will recommend for selection the proposal which most closely meets the requirements of the RFQ and is the most advantageous to the City. The City of Nashua is not bound to accept the lowest priced proposal if that proposal is not in the best interest of the City as determined by the City. The City reserves the right to accept or reject any and/or all offers, to waive any and/or all formalities, to clarify any discrepancies in the proposal and to award a contract in the best interest of the City.

Contract(s) will be awarded based on a competitive selection of proposals received. A review committee comprised of city stakeholders will be conveyed to evaluate the proposals and provide a recommendation.

Below are specifics as to how the proposals are weighed for decision making purposes.

1) Qualifications and experience of project team

2) Past performance and service on similar projects and responses from client references

3) Proposed Project Completion Dates

4) Overall quality of Submission

5) Total cost proposed

6) Classification as a disadvantaged business enterprise

These criteria will be used to evaluate, rate, and rank the proposals received. The City may choose to interview the top three respondents following ranking or immediately select a vendor from the proposals submitted.

Criteria

Qualifications and Experience:

• Respondent must demonstrate adequate experience in the following areas: qualification, general experience and technical competence of the project team

• Experience with similar type/size project

• Feedback from References with projects similar in size & scope

• Expertise and resources that can perform the necessary tasks required to deliver results.

• Proposer must provide information that demonstrates they possess the technical expertise that is required for this scope of work

Overall Impression of Submission

• Organization, clarity, conciseness and thoroughness.

• Approach to the scope of services and statement of works

• Proposed project schedule

Additional Considerations (applicable only when not in conflict with state or federal guidelines)

• Qualification as a DBE

• Use of Environmentally sound products in the proposed solution

Cost as presented in Bid Schedule.

ADDITIONAL CONSIDERATIONS:

The vendor selected shall be expected to comply with all applicable federal and state laws in performance of services. The consideration of all proposals and subsequent selection of the successful vendors shall be made without regard to race, color, sex, age, handicap, religion, political affiliation or national origin.

Services provided by the successful vendor shall be rendered through a Standard Contractor Contract, which has been included (Appendix A).

Respondent vendors must identify any exceptions or objections it has to the City’s sample Standard Form of Agreement, General Conditions, Supplementary Conditions documents.

The City may from time to time revise the above listed documents. The City will not accept or entertain any exceptions or objections to the above listed documents at any time after proposal submittal except and only to the extent the City subsequently makes a material change to a substantive provision of the above listed terms and conditions.

The submission must declare that it is made without collusion with any other person or entity submitting a proposal pursuant to this RFQ

Disclosure of any potential conflict or statement that there are none to the best knowledge of the vendor(s). Also, vendor(s) should state its intention to conform to the no conflict provisions of the RFQ .

Prospective applicants who have any questions regarding this opportunity may contact:

Amy Girard | Purchasing Manager City of Nashua | Administrative Services Division 229 Main Street | Nashua, NH 03060 Email: purchasing@nashuanh.gov Ph: 603-589-3332 mailto:purchasing@nashuanh.gov

APPENDIX A:

CONTRACT FOR PROFESSIONAL SERVICES

TITLE

A CONTRACT BETWEEN

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

AND

and its successors, transferees and assignees (together “Professional”)

NAME AND TITLE OF PROFESSIONAL

ADDRESS OF PROFESSIONAL

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

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

WHEREAS, Professional 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.

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

DESCRIPTION OF WORK:

3. PERIOD OF PERFORMANCE. Professional shall perform and complete all work by which date shall only be altered by mutually approved written agreement to extend the period of performance or by termination in accordance with the terms of the contract.

Professional shall begin performance upon receipt of an Executed Contract and a valid Purchase

Order issued from the City of Nashua.

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

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

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

➢ Electronically via email to VendorAPInvoices@NashuaNH.gov

OR

➢ Paper Copies via US Mail to:

City of Nashua, City Hall

Accounts Payable

229 Main Street

Nashua, NH 03060

Please do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua requires that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

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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 agrees to provide the following with each request for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order number, a listing of personnel hours and billing rates, and other expenditures for which payment is sought.

2. A progress report. The report shall include, for each monthly reporting period, a description of the work accomplished, problems experienced, upcoming work, any extra work carried out, and a schedule showing actual expenditures billed for the period, cumulative total expenditures billed and paid to date under the contract, and a comparison of cumulative total expenditures billed and paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Professional. The City of Nashua will pay Professional within 30 days of approval by the City of Nashua of the submitted invoice forms and progress reports. The City of Nashua will make no payments until the invoice forms and progress reports have been submitted and approved.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until executed by the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage prepaid, and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: PROFESSIONAL REPRESENTATIVE:

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be given to and received by the addressee thereof on the third business day after being deposited in the mail. The City of Nashua or Professional 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.

City of Nashua, NH (signature) (signature)

James W. Donchess, Mayor

(Printed Name and Title) (Printed Name and Title)

Date

Purchasing Department

Administrative Services Division 229 Main Street - Nashua, NH 03060

(603) 589-3330

Email: purchasing@nashuanh.gov

EXHIBIT A

TABLE OF CONTENTS

General conditions

1. DEFINITIONS GC--2

2. PROFESSIONAL STATUS GC--2

3. STANDARD OF CARE GC--2

4. CITY OF NASHUA REPRESENTATIVE GC--3

5. CHANGES TO SCOPE OF WORK GC--3

6. CITY OF NASHUA COOPERATION GC--3

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR

DISCREPANCIES GC--3

8. TERMINATION OF CONTRACT GC--4

9. DISPUTE RESOLUTION GC--5

10. NO DAMAGES FOR DELAY GC--6

11. INSURANCE GC--6

12. INDEMNIFICATION GC--7

13. FISCAL CONTINGENCY GC--7

14. COMPENSATION GC--7

15. COMPLIANCE WITH APPLICABLE LAWS GC--7

16. NONDISCRIMINATION GC--8

17. ENDORSEMENT GC--8

18. ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING GC--8

19. CITY INSPECTION OF CONTRACT MATERIALS GC--9

20. DISPOSITION OF CONTRACT MATERIALS GC--9

21. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS GC--9

22. FINAL ACCEPTANCE GC--10

23. TAXES GC--10

24. NON-WAIVER OF TERMS AND CONDITIONS GC--10

25. RIGHTS AND REMEDIES GC--10

26. PROHIBITED INTERESTS GC--10

27. THIRD PARTY INTERESTS AND LIABILITIES GC--11

28. SURVIVAL OF RIGHTS AND OBLIGATIONS GC--11

29. SEVERABILITY GC--11

30. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT GC--11

31. CHOICE OF LAW AND VENUE GC--11

General Terms and Conditions

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

2. PROFESSIONAL STATUS The parties agree that Professional shall have the status of and shall perform all work under this contract as a Professional, maintaining control over all its consultants, sub consultants, contractors, or subcontractors. The only contractual relationship created by this contract is between the City of Nashua and Professional, and nothing in this contract shall create any contractual relationship between the City of Nashua and Professional consultants, sub consultants, contractors, or subcontractors. The parties also agree that Professional is not a City of

Nashua employee and that there shall be no:

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

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

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

City of Nashua;

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

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

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

3. STANDARD OF CARE Professional shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all work performed under this contract.

Professional 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 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 of Nashua may have, Professional 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’s failure to perform in accordance with this standard of care. Any approval by the

City of Nashua of any products or services furnished or used by Professional shall not in any way relieve Professional of the responsibility for professional and technical accuracy and adequacy of its work. City of Nashua review, approval, or acceptance of, or payment for any of Professional’s work under this contract shall not operate as a waiver of any of the City of Nashua's rights or causes of action under this contract, and Professional shall be and remain liable in accordance with the terms of the contract and applicable law.

Professional shall furnish competent and skilled personnel to perform the work under this contract. The City of Nashua reserves the right to approve key personnel assigned by Professional to perform work under this contract. Approved key personnel shall not be taken off of the project by Professional without the prior written approval of the City of Nashua, except in the event of termination of employment. Professional shall, if requested to do so by the City of Nashua, remove from the job any personnel whom the City of Nashua determines to be incompetent, dishonest, or uncooperative.

4. CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua representative for this contract. If designated, all notices, project materials, requests by

Professional, and any other communication about the contract shall be addressed or be delivered to the City of Nashua Representative.

5. CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order, make changes to the general scope, character, or cost of this contract and in the services or work to be performed, either increasing or decreasing the scope, character, or cost of Professional’s performance under the contract. Professional shall provide to the City of Nashua within 10 calendar days, a written proposal for accomplishing the change. The proposal for a change shall provide enough detail, including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua will then determine in writing if Professional should proceed with any or all of the proposed change. If the change causes an increase or a decrease in Professional’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 for adjustment under this clause shall be asserted in writing within 30 days of the date the City of Nashua notified Professional of the change.

When Professional seeks changes, Professional shall, before any work commences, estimate their effect on the cost of the contract and on its schedule and notify the City of Nashua in writing of the estimate. The proposal for a change shall provide enough detail, including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua will then determine in writing if Professional should proceed with any or all of the proposed change.

Except as provided in this paragraph, Professional shall implement no change unless the City of

Nashua in writing approves the change. Unless otherwise agreed to in writing, the provisions of this contract shall apply to all changes. The City of Nashua may provide verbal approval of a change when the City of Nashua, in its sole discretion, determines that time is critical or public health and safety are of concern. Any verbal approval shall be confirmed in writing as soon as practicable. Any change undertaken without prior City of Nashua approval shall not be compensated and is, at the City of Nashua's election, sufficient reason for contract termination.

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate with Professional in the performance of its work under this contract and that such personnel will be available to Professional for consultation at reasonable times and after being given sufficient advance notice that will prevent conflict with their other responsibilities. The City of Nashua also agrees to provide Professional with access to City of Nashua records in a reasonable time and manner and to schedule items that require action by the Board of Public Works and Finance

Committee in a timely manner. The City of Nashua and Professional also agree to attend all meetings called by the City of Nashua or Professional to discuss the work under the Contract, and that Professional may elect to conduct and record such meetings and shall later distribute prepared minutes of the meeting to the City of Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES

Professional warrants that it has examined all contract documents, has brought all conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing, and has concluded that the City of Nashua's resolution of each matter is satisfactory to Professional. All future questions Professional may have concerning interpretation or clarification of this contract shall be submitted in writing to the City of Nashua within 10 calendar days of their arising. The writing shall state clearly and in full detail the basis for Professional’s question or position. The City of

Nashua representative shall render a decision within 15 calendar days. The City of Nashua's decision on the matter is final. Any work affected by a conflict, error, omission, or discrepancy which has been performed by Professional prior to having received the City of Nashua's resolution shall be at Professional’s risk and expense. At all times, Professional shall carry on the work under this contract and maintain and complete work in accordance with the requirements of the contract or determination of the City of Nashua. Professional 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 of Nashua, in its sole discretion, shall have the right to terminate, abandon, or suspend all or part of the project and contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the project, it shall provide Professional 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Professional 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 Nashua of all orders or subcontracts to the extent they relate to the performance of work terminated, abandoned, or suspended under the notice, assign to the City of Nashua any orders or subcontracts specified in the notice, and revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a written notice from the City of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Professional shall receive all amounts due and not previously paid to Professional for work satisfactorily completed in accordance with the contract prior to the date of the notice and compensation for work thereafter completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10 calendar day’s written notice to Professional in the event of a failure by Professional to adhere to any or all the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient progress on the work in a timely and professional manner. Professional shall be given an opportunity for consultation with the City of

Nashua prior to the effective date of the termination. Professional may terminate the contract on 10 calendar days written notice if, through no fault of Professional, the City of Nashua fails to pay Professional for 45 days after the date of approval by the City of Nashua of any Application for Payment.

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

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

2. Provide the City of Nashua with a list of all unperformed services.

3. Place no further orders or sub-contracts for materials, services, or facilities, other than as may be necessary or required for completion of such portion of work under the contract that is not terminated.

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

City of Nashua any orders or sub contracts specified in the notice, and revoke agreements specified in the notice.

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

In the event of a termination for cause, Professional shall receive all amounts due and not previously paid to Professional 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’s failure. Professional 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 until such time as the exact amount of damages due to the City of Nashua is determined. All claims for payment by the Professional 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 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 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 such that Professional 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 shall cease conducting business, the City of Nashua shall have the right to solicit applications for employment from any employee of the Professional 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’s principals, officers, employees, agents, subcontractors, consultants, vendors, or suppliers are expressly recognized to be within

Professional’s control.

9. 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 Representative. At all times, Professional 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 as described above within 30 days, if requested in writing by either the City of Nashua or the Professional within 14 days after the 30 days described above , the parties shall attempt to resolve the dispute by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the parties, which agreement shall not be unreasonably withheld. If the parties cannot agree to a mediator within 30 days or the dispute cannot be settled within a period of thirty (30) days with the mediator, 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.

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 for damages because of hindrances or delays in the progress of the work from any cause, and Professional agrees to accept in full satisfaction of such hindrances and delays any extension of time that the City of Nashua may provide.

11. INSURANCE Professional 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 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 are intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Professional under this contract. The City of Nashua shall not maintain any insurance on behalf of Professional. Professional shall require Subcontractors to carry appropriate and lawful amounts of insurance for the services they are providing.

Professional will ensure compliance with this section and shall receive valid certificates of insurance from all Subcontractors as proof that coverage is in place..

Professional 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 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 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 of its responsibilities or limit the amount of its liability to the City of Nashua or other persons, and Professional 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 shall be called upon to contribute to a loss.

➢ Professional 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 or anyone employed, directed, or supervised by Professional.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional agrees to indemnify 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 or of anyone acting…