1-RFQ0657-061826- Engineering Services RFQ.pdf

Administrative Services Purchasing Department

May 15, 2026

REQUEST FOR QUALIFICATIONS

RFQ0657-061826

Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering

The City of Nashua, NH is seeking qualified engineering firms to provide engineering services on an as-needed, project-specific basis. It is the intent of this RFQ to select two or more qualified firms with expertise in Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering disciplines. Respondents to this RFQ may be a single multidisciplinary firm, or a team of consultants with an identified prime consultant collectively qualified to provide engineering evaluation, planning, design, peer review, and construction phase services in all subject disciplines.

The selection process is anticipated to be completed by August 1, 2026. Consultant selection shall be valid for three (3) years during which individual contracts may be negotiated and executed on an as needed basis pending funding availability. The City may at its sole discretion extend the consultant selection an additional 2 years. The selection process will be Qualifications Based Selection (QBS). Requests for clarification relative to the contents of the RFQ may be emailed to Amy Girard, Purchasing Manager at purchasing@NashuaNH.gov.

INFORMATION FOR VENDORS:

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 not to submit via Bonfire, it must submit materials on a USB drive in a sealed envelope clearly labelled: “RFQ0657-061826 Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering”.

Regardless of the method of submission, Letters of Interest (LOI) responses shall be submitted no later than to 3:00 pm on Thursday, June 18, 2026 to Central Purchasing, 229 Main Street, Nashua, Room 11- Basement Floor, NH 03061. Late submittals will not be considered. 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.

mailto:GirardA@NashuaNH.gov https://www.nashuanh.gov/DocumentCenter/View/28837/Bonfire-Process-Overview---Vendor-Registration https://www.nashuanh.gov/DocumentCenter/View/28838/Bonfire-Process-Overview---Vendor-Submission

Request for Qualifications

Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering

The time of receipt shall be considered when a qualification 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 Vendors responsibility.

Copies of the RFQ may be obtained from the City’s website at www.nashuanh.gov, under Services;

Bid Opportunities; Current Bids and on the Bonfire website; (Refer to Document RFQ0657- 061826).

Results of the consultant selection will be posted on the City’s website, www.nashuanh.gov, under Services; Bid Opportunities; Bid Results and on the Bonfire website; (Refer to Document RFQ0657- 061826) once consultants are selected. Please note that there will be no reference to costs as the award will be qualifications based.

The City, at its sole discretion, may choose to conduct interviews prior to its final selection of consultants, following ranking of LOIs. Interviews, if conducted, are anticipated to be held the week of July 6-10, 2026. Interviewed respondents will be ranked following interviews in establishing final selection of consultants.

Deadline for questions concerning this RFQ shall be submitted in writing via email or via Bonfire, citing the RFQ number/title and received no later than June 4, 2026 at 3:00pm to:

Amy Girard, Purchasing Manager Email: purchasing@nashuanh.gov

The City of Nashua assumes no liability for assuring accurate/complete email transmission/receipt and is not responsible to acknowledge receipt.

Answers to submitted questions and other addenda will be posted on the City of Nashua website;

www.nashuanh.gov, under Services; Bid Opportunities; Current Bids and on the Bonfire website;

(Refer to Document RFQ0657-061826) no later than June 10, 2026 at Noon.

The selected firm/individual will be required to provide insurance certificates as follows:

General and Motor Vehicle Liability policies must name the City of Nashua as an additional insured

➢ General Liability: $1,000,000 per occurrence; $2,000,000 aggregate;

➢ Motor Vehicle Liability: $1,000,000 Combined Single Limit Automobile

Liability Coverage must include all owned, non-owned and hired vehicles.

➢ Professional Liability: $1,000,000;

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

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 qualifications in response to this invitation and will not be discriminated file:///C:/Users/carragank/AppData/Local/Microsoft/Windows/Temporary%20Internet%20Files/Content.Outlook/82AN6QVF/www.nashuanh.gov, file:///C:/Users/carragank/AppData/Local/Microsoft/Windows/Temporary%20Internet%20Files/Content.Outlook/82AN6QVF/www.nashuanh.gov mailto:purchasing@nashuanh.gov file:///C:/Users/carragank/AppData/Local/Microsoft/Windows/Temporary%20Internet%20Files/Content.Outlook/82AN6QVF/www.nashuanh.gov

Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering against on the grounds of race, color, national origin, sex, age, or disability in consideration for an award.

Qualifications must be submitted in the format provided and address the items specified in this request. The City may reject any or all of the qualifications 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. 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 qualification without soliciting further requests for qualifications if the action is necessary for the best interest of The City.

The City of Nashua will reject the qualification of any vendor who is presently debarred, declared ineligible or excluded by any Federal department or agency, and reserves the right to reject the qualification 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 qualifications 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 Qualification request is void as to anyone who is in default on said payments.

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

Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering

RFQ Document List

The following is a list of documents included in this RFQ. Please ensure you have reviewed all documents before submitting all qualifications to the City.

☐ Invitation

☐ General Requirements

☐ City of Nashua Professional Engineering Services Contract

☐ City of Nashua General Terms & Conditions

To be considered a complete response at a minimum the following documents must be returned along with your qualifications (discussed in more detail in the General Requirements document):

☐ Letter of Interest and Statement of Qualifications to include:

Cover Letter Conflict of Interest Statement Consultant Knowledge & Experience Statement Capacity Narrative Example of Services Offered References Team Level Key Personnel

*detailed requirements of the above can be found in the General Requirements section of this RFQ.

☐ Any & All Addendums issued after the release of this RFQ. Addendums can be found on the City website or on Bonfire with the original RFQ documents

Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering

GENERAL REQUIREMENTS

Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction

Engineering

Section 1: Background The City of Nashua’s Division of Public Works (DPW) wishes to select two or more professional engineering firm(s) to provide engineering services in Street, Bridge, Traffic, Bicycle &, Pedestrian, Survey, and Construction Engineering disciplines on an as-needed, project-specific basis. The DPW requires engineering services in the above disciplines to support and maintain its infrastructure and facilities, and to complete federally funded local public agency (LPA) projects in partnership with the NH Department of Transportation (NHDOT). The City’s Engineering Department provides in-house services; however, consultant support is often needed, due to magnitude of project scope, urgency of need, or requirement for specific expertise. It is the intent of this RFQ to select two or more qualified firm(s) with expertise in the above disciplines to provide such support.

Section 2: Scope of Services Specific projects in the subject engineering disciplines will include all aspects of project development and execution including planning, design, permitting assistance, bid and proposal development, engineering review and analysis, preparing grant applications, feasibility reports, cost/benefit analysis, peer review, survey, contract administration, construction engineering, and observation for local and federally funded projects. This RFQ does not include a current defined scope for an active project, and does not preclude the City from engaging other engineering firms for similar services separate from this RFQ selection, as needed. The City reserves the right to retain multiple consultants and to assign work at its sole discretion based on project requirements, expertise, availability, and overall best interest of the City. Project scopes, schedules, and budgets will vary greatly depending on available funds and immediacy and/or nature of need.

All interested firms shall have sufficient, readily available resources in the form of trained personnel, support services, ability to contract with specialized sub consultants, and other resources to carry out the work without delay or shortcomings.

Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering

Section 3: Letter of Interest Prospective consultants shall submit a qualifications-based Letter of Interest (LOI). The LOI shall identify the Consultant, their place of business, name and telephone number of the person to contact about the LOI, and reference to this RFQ. The LOI shall be signed by a representative of the Consultant that is authorized to enter into contracts. See Section 5 for LOI format. Content of the LOI shall generally be as follows:

▪ The LOI shall be comprehensive, but not more than 12 pages (single-sided 8.5” x 11” format), exclusive of front and back covers, section dividers, and resumes.

▪ Clearly and effectively define the firm’s background and experience in the requested engineering disciplines.

▪ Identify Team lead and up to eight (8) key personnel who would be charged with providing services to the City. Provide a short paragraph describing the background and experience of each key employee.

▪ Demonstrate examples of similar work with a brief description in each of the requested engineering disciplines.

▪ Provide other pertinent information that may better identify the prospective consultant as a qualified firm.

▪ Professional resumes shall be appended and not included in the total page count. Resumes shall be 2 pages maximum and include relevant work experience.

Section 4: Submission of Letter of Interest A Letter of Interest shall be submitted either via Bonfire or, if a vendor chooses not to submit through Bonfire, it must submit materials on a USB drive in a sealed envelope clearly labeled “RFQ0657-061826 Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering”. Cost information must not be included in any part of the LOI.

Letter of Interest must be received no later than 3:00 pm on Thursday, June 18, 2026 to Central Purchasing, 229 Main Street, Nashua, Room 11- Basement Floor, NH 03061. Late submissions will not be considered.

Section 5: Format & Content of Letter of Interest To enable the City to perform a fair comparative analysis and evaluation of qualifications, Consultants shall structure and compose their LOI in the format outlined below. The LOI shall be comprehensive, but focused and concise. Including more than one section on a page is allowed.

1. Cover Letter: Each LOI must include a Cover Letter, identifying the Consultant’s place of business, name and telephone number of the person to contact about the LOI, and reference this RFQ. The Cover Letter shall be signed by a representative of the Consultant that is authorized to enter into contracts. (Included in total page count)

2. Acknowledgement of Addenda: A signed copy of each addenda to indicate receipt. (Not included in total page count)

Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering

3. Conflict of Interest: The Consultant shall include a Conflict of Interest statement describing any current or potential conflicts of interest related to performance of work for the City of Nashua. If there is present or potential conflict of interest, the Consultant must identify methods they will employ to address said conflicts. (Included in total page count; may be included in Cover Letter)

4. Consultant Knowledge and Experience: Include a statement (up to two pages) of qualifications that includes a summary of experience that pertains to each engineering discipline. Briefly discus the Firm’s total capabilities and resources available. (Included in total page count)

5. Capacity Narrative: Include a statement of current commitments and staffing levels which demonstrates the firm’s ability to accept and manage additional work. (Included in total page count)

6. Examples of Services Offered: Considering maximum page count, provide up to a one-page summary for each requested engineering discipline, including brief summaries of the location and scope of recent projects that demonstrate the Consultant’s experience. The names of key personnel charged with managing the primary service tasks offered should be included. (Included in total page count)

7. References: Provide not more than three (3) references for which the Consultant has performed work of a similar nature. Include names of contact persons, with email address and telephone numbers, so the City may contact them. At least one reference should be from a key decision maker from a municipality for whom the firm has worked. Do not include current City of Nashua personnel or elected officials. (Included in total page count)

8. Team Lead: Append a two page maximum resume for the Engineer to be placed in charge to manage these contract services and who will be the direct point of contact for the City.

(Not included in total page count)

9. Key Personnel: Append individual resumes speaking to relevant experience for up to eight

Engineers (or sub-consultants) who will be charged with project management of the engineering and construction phase services offered. Resumes shall not exceed two pages each. (Not included in total page count)

Section 6: Letter of Interest Evaluations The following criteria will be used in evaluating RFQ responses. In preparing a LOI the City recommends that the Consultant address the criteria clearly and demonstrate their ability to meet each criterion. Statements should be verifiable to the greatest extent possible.

Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering

1. Experience and Track Record: The Consultant has demonstrated a successful performance history in providing the described services, with a minimum continuous period of at least ten years.

2. Relevant Work Experience: The Consultant has provided clear evidence of experience in projects similar to the scope outlined, successfully relating that experience to the requested services.

3. Strength of Proposed Project Personnel: The key personnel demonstrate substantial experience in similar projects. Project leaders possess high levels of technical expertise relevant to the work outlined in this RFQ.

4. Firm’s Capability: The Firm has access to a sufficient labor pool and subconsultants, allowing for the formation of an effective team of professionals with ample experience working together.

5. Conflict of Interest: The Consultant has no conflicts of interest or appearances of conflict with any party, or any relationships that would raise concerns.

6. References: The Consultant has received positive references from all clients contacted by the City.

7. Compliance with RFQ Requirements: The Consultant’s submission demonstrates a high degree of compliance with the format and requirements outlined in this RFQ.

Section 7: Interviews

The City may, at its sole discretion, choose to interview firms prior to final consultant selection. If interviews are held, shortlisted consulting firms will be invited to attend an informal interview. The intent of the interview will be for the Consultant to provide supplemental information, and for the City to familiarize themselves with the project team and assess the firm’s capabilities. Consultants will be allowed a maximum of 30 minutes to provide additional information. While the interview is informal in nature, perspective consultants should address:

1. Key Personnel: Consultants should introduce the primary members of their firm, detailing their backgrounds in relevant work and their roles in the project.

2. Familiarity with Nashua and Its Infrastructure: Consultants should demonstrate their knowledge of Nashua, its operations, and its infrastructure.

3. General Project Approach: Given a hypothetical project, Consultants should be able to provide a general discussion on what their typical project development process is and how they would be able to provide proposed services to the City.

4. Additional Information: Consultants may include any additional information or materials they believe are relevant to supporting Nashua and its infrastructure.

5. Questions and Answers: Consultants are encouraged to ask questions regarding Nashua, its infrastructure, operations, personnel, and expectations.

AG 1 of 3

CONTRACT FOR PROFESSIONAL SERVICES

PROFESSIONAL ENGINEERING SERVICES

FOR

Engineering Services for Street, Bridge, Traffic, Bicycle & Pedestrian, Survey, and Construction Engineering

A CONTRACT BETWEEN

The City of Nashua, 229 Main Street, City Hall, Nashua, NH 03060

AND

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

Name and Title of Professional Engineer

Address of Professional Engineer

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

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

WHEREAS, Professional Engineer 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

AG 2 of 3 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 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.

Description of Work:

SPECIFIC PROJECTS IN THE SUBJECT ENGINEERING DISCIPLINES WILL INCLUDE ALL ASPECTS OF PROJECT DEVELOPMENT AND EXECUTION

INCLUDING PLANNING, DESIGN, PERMITTING ASSISTANCE, BID AND PROPOSAL DEVELOPMENT, ENGINEERING REVIEW AND ANALYSIS, PREPARING GRANT APPLICATIONS, FEASIBILITY REPORTS, COST/BENEFIT ANALYSIS, PEER REVIEW, SURVEY, CONTRACT ADMINISTRATION, CONSTRUCTION ENGINEERING, AND OBSERVATION FOR LOCAL AND FEDERALLY FUNDED PROJECTS.

3. Period of Performance. Professional Engineer 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 Engineer shall begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City of Nashua.

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

DOLLARS

($0.00)

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

Unless Professional Engineer has received a written exemption from the City of Nashua, Professional

Engineer 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 Engineer’s right to payment as the City of Nashua may reasonably require.

Professional Engineer 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.

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:

AG 3 of 3

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 Engineer. The City of Nashua will pay Professional Engineer 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 Engineer 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 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.

City of Nashua, NH (signature) (signature)

James W. Donchess, Mayor (Printed Name and Title) (Printed Name and Title)

Date Date

GC 1 of 11

Exhibit A Table of Contents

General Conditions

1. Definitions GC-2

2. Professional Engineer 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-4

7. Discovery of Conflicts, Errors, Omissions, Ambiguities, or

Discrepancies GC-4

8. Termination of Contract GC-4

9. Dispute Resolution GC-6

10. No Damages for Delay GC-7

11. Insurance GC-7

12. Indemnification GC-8

13. Fiscal Contingency GC-8

14. Compensation GC-8

15. Compliance with Applicable Laws GC-9

16. Nondiscrimination GC-9

17. Endorsement GC-10

18. Assignments, Transfer, Delegation, or Subcontracting GC-10

19. City Inspection of Contract Materials GC-10

20. Disposition of Contract Materials GC-10

21. Public Records Law, Copyrights, and Patents GC-11

22. Final Acceptance GC-11

23. Taxes GC-12

24. Non-Waiver of Terms and Conditions GC-12

25. Rights and Remedies GC-12

26. Prohibited Interests GC-12

27. Third Party Interests and Liabilities GC-13

28. Survival of Rights and Obligations GC-13

29. Severability GC-13

30. Modification of Contract and Entire Agreement GC-13

31. Choice of Law and Venue GC-13

GC 2 of 11

General Terms and Conditions

1. Definitions. Unless otherwise required by the context, "Professional Engineer”, and its successors, transferees and assignees (together “Professional Engineer”) includes any of the Professional

Engineer's consultants, sub consultants, contractors, and subcontractors

2. Professional Engineer Status. 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 of Nashua and Professional Engineer, and nothing in this contract shall create any contractual relationship between the City of Nashua and

Professional Engineer's consultants, sub consultants, contractors, or subcontractors. The parties also agree that Professional Engineer 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 Engineer 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 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 of Nashua 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 Nashua 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 of Nashua 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 of Nashua'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 of Nashua 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 of

Nashua, except in the event of termination of employment. Professional Engineer 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.

GC 3 of 11

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 Engineer, 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

Engineer's performance under the contract. Professional Engineer 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 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 of Nashua 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 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 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 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 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 of Nashua also agrees to provide Professional Engineer 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 Engineer also agree to attend all meetings called by the City of Nashua or Professional Engineer to discuss the work under the Contract, and that Professional Engineer 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 Engineer 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 Engineer. All future questions Professional Engineer 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 Engineer's question or

GC 4 of 11 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 Engineer prior to having received the

City of Nashua'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 of Nashua.

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 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 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.

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 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 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 of Nashua on 10 calendar day’s written notice to Professional Engineer in the event of a failure by Professional

Engineer 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 Engineer shall be given an opportunity for consultation with the City of Nashua 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 of Nashua fails to pay Professional Engineer 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 Engineer shall:

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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 Engineer shall receive all amounts due and not previously paid to Professional Engineer for work satisfactorily completed in accordance with the contract prior to the date of the notice, less all previous payments. No amount shall be allowed or paid for anticipated profit on unperformed services or other unperformed work. Any such payment may be adjusted to the extent of any additional costs occasioned to the City of

Nashua by reasons of Professional Engineer's failure. Professional Engineer shall not be relieved of liability to the City of Nashua for damages sustained from the failure, and the City of Nashua may withhold any payment to the Professional Engineer until such time as the exact amount of damages due to the City of Nashua is determined. All claims for payment by the Professional

Engineer must be submitted to the City of Nashua within 30 days of the effective date of the notice of termination.

If after termination for the failure of Professional Engineer to adhere to any of the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient progress on the work in a timely and professional manner, it is determined that Professional Engineer had not so failed, the termination shall be deemed to have been a termination at will. In that event, the City of Nashua shall, if necessary, make an adjustment in the compensation paid to Professional Engineer such that Professional Engineer receives total compensation in the same amount as it would have received in the event of a termination-at-will.

C. General Provisions for Termination. Upon termination of the contract, the City of Nashua may take over the work and prosecute it to completion by agreement with another party or otherwise.

In the event Professional Engineer shall cease conducting business, the City of Nashua shall have the right to solicit applications for employment from any employee of the Professional Engineer assigned to the performance of the contract.

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

Professional Engineer's control.

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

GC 6 of 11 negotiation between the City of Nashua Representative and a Professional Engineer

Representative. At all times, Professional Engineer shall carry on the work under this contract and maintain and complete work in accordance with the requirements of the contract or determination or direction of the City of Nashua. If the parties are unable to resolve their dispute as described above within 30 days, if requested in writing by either the City of Nashua or the

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

11. 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 Professional Liability;

and Workers' Compensation Coverage in compliance with the State of New

Hampshire statutes, $100,000/$500,000/$100,000.

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

Professional Engineer shall require Subcontractors to carry appropriate and lawful amounts of insurance for the services they are providing. Professional Engineer will ensure compliance with this section and shall receive valid certificates of insurance from all Subcontractors as proof that coverage is in place.

Professional Engineer will provide the City of Nashua with certificates of insurance for coverage as listed below and endorsements affecting coverage required by the contract within ten calendar days after the City of Nashua issues the notice of award. The City of Nashua requires thirty days written notice of cancellation or material change in coverage. The certificates and endorsements for each insurance policy must be signed by a person authorized by the insurer and who is licensed by the State of New Hampshire. General Liability, Employers’ 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.

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All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of insurance.

If aggregate limits of less than $2,000,000 are imposed on bodily injury and property damage, Professional Engineer must maintain umbrella liability insurance of at least $1,000,000. All aggregates must be fully disclosed on the required certificate of insurance.

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

The insurance provided herein is primary, and no insurance held or owned by the City of Nashua shall be called upon to contribute to a loss.

Professional Engineer is responsible for and required to remedy all damage or loss to any property, including property of the City of Nashua, caused in whole or part by

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

12. Indemnification. Regardless of any coverage provided by any insurance, Professional Engineer 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 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 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 Nashua of the necessary funds. This contract shall terminate and the City of Nashua's obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua fails to appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.

Nothing in this contract shall be construed to provide Professional Engineer with a right of payment over any other entity. Any funds obligated by the City of Nashua under this contract that are not paid to Professional Engineer shall automatically revert to the City of Nashua’s discretionary control upon the completion, termination, or cancellation of the agreement. The

City of Nashua shall not have any obligation to re-award or to provide, in any manner, the unexpended funds to Professional Engineer. Professional Engineer shall have no claim of any sort to the unexpended funds.

14. Compensation. Review by the…