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Governor and Executive Council Agenda item PDF - 2026-01-07 - agenda 13, 13A

Document type: Other
Status: imported
Citation: Governor and Executive Council Agenda item PDF - 2026-01-07 - agenda 13, 13A
Date: January 7, 2026

Serving Councilors

Linked by service date; this is not an individual vote unless the official source says so.

Joseph Kenney District 1 Serving councilor
Karen Liot Hill District 2 Serving councilor
Janet L. Stevens District 3 Serving councilor
John Stephen District 4 Serving councilor
David K. Wheeler District 5 Serving councilor

Meeting Date: 2026-01-07
Attachment Kind Label: Agenda item PDF
Attachment Relation: primary_meeting_attachment
Agenda Numbers: 13, 13A
Agency Names: Department Of Transportation
Parent Meeting Title: Governor and Executive Council meeting - 2026-01-07

hx^pjkre, THE STATE OF NEW HAMPSHIRE^ DEPARTMENT OF TRANSl^RTATIONT DEPARTMENT OE TRANSJ^RIA II•II nkortation | J M 1Department of Transportation

JAN 07 2026William Cass, P.E. u ^ t on'7R

David Rodrigue, P.E.

Assistant Commissioner

Commissioner

Michelle L. Winters

Deputy Commissioner

Her Excellency, Governor Kelly A. Ayotte Bureau of Right-of-Wayand the Honorable Council November 3, 2025

State House

Concord, New Hampshire 03301

RFOTrFSTED ACTION

Authorize the Department of Transportation to enter into an Agreement with Vanasse Hangen

Bmstlin, Inc., Bedford, New Hampshire, Vendor #174584, for an amoimt not to exceed

$750,000. for Statewide on-call professional suiwey services for various transportation projects

located throughout the.State, effective upon Governor and Council approval through January 31,

2031.

Funds are available in the following account for Fiscal Year 2026, and are anticipated to be

available in Fiscal Years 2027, 2028, 2029, 2030, and 2031, upon tlie availability and continued

appropriation of funds in the flrtirre operating budget(s), witli the authority to adjust

encumbrances between fiscal years within the price limitation tlirough the Budget Office, rf

needed and justifred:

04-096-96-963515-3054 FY 2026 FY 2027 FY 2028 FY 2029

Consolidated Federal Aid ^

046-500464 Gen Consultants Non-Benefit $75,000 $150,000 $150,000 $b0,000

FY 2030 FY 2031

$150,000 $75,000

The Consolidated Federal Fund, AU 3054, is utilized at this time to encumber fimds for this

request. Actual ftrnding somces will be determrined by each particular project incurrrng expenses

as a result of this request.

FXPFANATION

The Department requires on-call professional surwey services for various transportation projectslocated throughout the state.

The consultant selection process employed by the Department for this qualifications-based

contract is in accordance with RSAs 21-1:22, 21-I:22-c, 21-I:22-d, 228:4 and 228:5-a, and all

applicable Federal laws and the Department's "Policies and Procedures for Consultant CoritractProcurement, Management, and Administration" dated August 25, 2017. The Department s

Consultant Selectior^ Committee is a standing committee that meets regularly to administer the

JOHN O MORTON BUILDING • 7 HAZEN DRIVE. P.O. BOX 483 • CONCORD, NEW HAMPSHIRE 03302-0483?eLEPHONE (603) 271-3734. FAX: (603) 271-3914. TDD. REU^Y NH 1-800-735-2964.WWW.NHDOT.COM

process and make determinations. The Committee is comprised of the Assistant Director of

Project Development (Chair), the Chief Project Manager, the Administrators of the Bureaus of

Highway Design, Bridge Design, Environment, and Materials and Research, and the Municipal

Highways Engineer.

The consultant selection process for this qualifications-based contract was initiated by a

solicitation for consultant services for two (2) Statewide On-Call Professional Survey Services

contracts. The assignment was listed as a "Project Soliciting for Interest" on the Department's

website on May 8, 2025, asking for letters of interest from qualified fiims. From the list of firms

that submitted letters of interest, the Committee prepared a long and then short list of Consultants

on Jime 12, 2025, for consideration and approval by the Assistant Commissioner. Upon receipt

of that approval, five (5) shortlisted finns were notified on June 13, 2025, through a techmcal

"Request for Proposal" (RFP). Committee members individually rated the firm's technical

proposals on July 24, 2025, using a written ballot to score each firm on the basis of

comprehension of the assignment, clarity of the proposal, capacity to perform in a timely

manner, quality and experience of the project manager and the team, and overall suitability for

the assignment. (A compilation of the completed individual rating ballots and the ranking

summary fomi is attached.) The individual rankings were then totaled to provide an overall

ranking of the five (5) firms, and the Committee's ranking was submitted to the Assistant

Comnrissioner for consideration and approval. Upon receipt of the Assistant Commissioner's

approval, the short-listed firms were notified of the results, and the two (2) highest-ranking finns

were selected for further contract negotiations.

The long list of twelve (12) consultant fiims that were considered for this assignment, with the

five (5) short-listed finns shown in bold, is as follows:

Consultant Firm Office Location

BSC Group Manchester, NH

Colliers Engineering & Design Biddeford, ME

Dubois & King, Inc. Laconia, NH

Fuss &O'Neili Manchester, NH

GM2 Associates, Inc. Concord, NH

Greenman-Pedersen, Inc. Salem, NH

Haley Ward Portsmouth, NH

HEB Engineers, Inc. North Conway, NH

Hayner/Swanson, Inc. Nashua, NH

Doucet Surv ey (Surveying and Mapping, LLC) Newmarket, NH

Vanasse Hangen Brustlin, Inc. Bedford, NH

WSP USA Inc. Merrimack, NH

The firm of Vanasse Hangen Brustlin, Inc. has been recommended for one of the two (2)

contracts. This firm has an excellent reputation and has demonstrated their capability to perform

the required services in previous similar contracts with the Department.

Vanasse Hangen Brustlin, Inc., has agreed to furnish the on-call services for an amoimt not to

exceed $750,000. The cost for individual Task Orders assigned under this contract will be

negotiated and use of a cost plus fixed fee or lump sum method of compensation will be

detemiined based on the complexity and scope of engineering and technical services required.

JOHN O. MORTON BUILDING • 7 HAZEN DRIVE • P.O. BOX 483 • CONCORD, NEW HAMPSHIRE 03302-0483

TELEPHONE: 603-271-3734 • FAX: 603-271-3914 • TOD: RELAY NH 1-800-735-2964 • INTERNET: WWW.NHDOT.COM

No new tasks may be assigned after the above-noted completion date, however, completion ofpreviously assigned work begun prior to the completion date shall be allowed, subject to thewTitten mutual agreement of both parties, which shall include a revised date of completion.

This Agreement (Statewide On-Call Professional Sui-vey Services 45308) has been approved bythe Attorney General as to fonn and execution. The Department has verified that the necessar>'

funds are available. Copies of the fully-executed Agreement are on file at the Secretary of

State's Office and the Department of Administrative Seiwices, and subsequent to Governor and

Council approval will be on file at tlie Department of Transportation.

The Department of Transportation has determined that the Consultant is in good standing with

the Secretary of State's Office, has secured the required levels of insurance, and has providedevidence of authority to execute and be bound by the contract. Docimients supporting these

assertions are available at the agency, for review upon request.

It is respectfully requested that authority be given to enter into an Agreement for consultingservices as outlined above.

Sincerelv,

William J. Cass, P.E.

Commissioner

Attaclnnents

lOHN O MORTON BUILDING. 7 HAZEN DRIVE. P.O. BOX 483 • CONCORD, NEW HAMPSHIRE 03302-0483TELE?HoS^E" oS?h7i 603-27,-39,4. TOO: RELAY NH 1-800-735-2964. INTERNET: WWW NHOOT COM

Project Statetvide On-Call Professional Survey Sersices

DESCRIPTION:

Two (2) Statewide On-Call Agreements, anticipated to have a maximum wdue of $750,000 each, over a five-year term,

are needed to provide on-call professional surv ey services for various transportation projects located throughout the state.

SERMCES REQUIRED: SURV, ROW

rv\T T ATTOX OF TECHNICAI PROPOSALS

Rating Cwwdiratins Scaring of Finns

f'.

|ir

20». 17*, I6«. 19». 19®. 19®.

Gantv of die Proposal 20«« 18«-» Ij'o 19». 19®. IS*.

Capacirv to Perfonu ui a Timely Manner 20*0 17«» 17», 20®. IS®. 18®.

Qiialitv A ExpenetKeofProjeclMauagerTeam 20«« 19*0 18». 20®. 19®. 19®.

10*0 S«o 10*. S*« 9®.

Overall Stuiabihrv for the Asvigniiieui 10*. S'e S*. 9®a 8®. 7®.

Total: llMPo S8*0 820. 97»o 91®. 90®. 0®.

ofFtnm:1 Doucei Swvev-a SamCouipany i Fnss&CNeiU

2. Vanas&e Hangen BnistUa lac 5. Oreenman-Pedfsetv loc

3, WSP L"SA luc 6

Rating ConsiileratiDns Scoring of Firau

Project Statewide On-Call Prof.ssional Surves-

Services

✓

■/.

2 a.= 1

Congneheusion of the Avvigiuueiil 20®. IT®. IS®. 19®. 17®. 18^.

CUntv of live Proposal 20®. 15®. IS®. 18®. 16*. !■».

CapaciTv to Perfonu in a Timeh- Manner 20®. 16*. 17®. 18®. 16®. 17®.

Qvulin• & Eiqienente of Project Manager Team 20®. 15®. 17®. 18®. IS®. 17®.

PrevioiH Perfbrroance to®. 7®. S®. 9®. 7®, 8®.

Oveiall Siuiabihrv for the Assigmuenr 10®. 7®. s®. 9®. 7®. S®.

Total 100®. 77®. 86®. 91®. 79®. 8f®. 0®.

EUnkuMofFicint' 1 Deucet Survev'a San Company

2. Oieeomao-Pedesen. Inc..1 WSPUSA.Inc

\'an»ss< Hanoeti BnuiUn. 1ik

Fuss & ONeiU

Rating Consaderaiiow Scoring of Firms

Project Statewide On-Call Protetwooal San-e>-

i £

i!1

{

r/»Tipt»henito(i of the Assignment 20®. 18®. 18S 19*. IP. IP.

Clatitv of the Proposal 2<y*. IP. 17®. IP. IP. IP.

Capacitv to Perfbrm m a Tunely Mnmer 20®. 17®. 17®. IS®. 17®i 17®.

Quahrv & Enpenence ol Project Manager/Team 20?. 16<!. 16®. IP. IS*. 17®.

Previous Perfonoance 10®. Pi P. 8®. P. 7®i

Osctall Siiiiabibr) fa the Asugnmnii to®. 7®. 7*. P. S®. Po

Total 100®. 84*. 83®. 91®. 88®'. 85®. P.

RnteigofFuiiM. 1. Doucet Swvey, a SamCoBfwny

2. Vnacte HangraBnudut. inc.

3 WSPUSA-Iac

Rating Consideralioos Sroiing of Firm

W _ •1 a

Project Statewide Oo-Call Professtonal Sorve}' I

f I i 5

Services ■it r i

T -

y f-

Comprehension of the Assigtunetn 20®. 17®. 17®. IP. 18®. 17®.

CLiritv of the Proposal 20®. 17®. 18®. IP. 17®. 16®.

Capacitv to Perfonu lu a Tuuelv Mantter 20®. 16®. 16®. IP. 18®. 16®.

QiialirvA- E-vpenence ofProject Manager Team 20®. 16®. 16®. IS®. IS®. 17®.

Previous Perforavauce 10®. 6®. 7®. 9®. S®. S®.

Ovetall Suitabilirv for the Assipmietii 10®. P. 7®, P. P. s®.

Total 100®. 80®. SI®. 92®. 87®. 82®. 0®.

RaafciDS of Firan 1 Dooeet Stffvey, a S«n Con^aay 4 GmnmaD-PedMen. Inc

2 Vroaase Haogen BnstUa. loc. 5 Fihs & ONeiU

WSP USA. lac 5

Rating Considerations Scoring of Firmt

Project Stotesride On-Cafl Professional Snsoy

Services

-y.

i!1

luS £

^ i

CotnprebenMOD of the Assigmneis 20®. IP. 18*. IP. IP. IP.

Clantyof the Pit^josal 20«# IP. 18*. IP. IP. IP'.

Capacirv to Petionn in a Tunely Manner 20S IP. IP. IP. 17®. 18®.

Quality & Experience of Project MauagerTeam 20S 17«-i IP. IPi IPi 17®.

Previous Perfonnance lOS 7®i 8®. P. P'i 7®.

OvefiU biutabilitv for tbe Assignment 10®. 7®. 7®. 8®. P'. 6®.

Total 100®. 85®'. 87®. 8P. 88®. 84*. 0®i

Ranking ofFirms I Doucel Stavry. a SamCorapany AFuu&CNnll

2 VanaMe Haigen Brutdm, Inc. 5. WSP USA, Inc.

j Giaemmn-Pedesen. Inc. 6

Fuss & O'Ndll

Greenman-Pedesen, Inc.

Doucet Survey, a Sam Company

Vanasse Hangen BrustKn, Inc. 12

WSP USA, Inc. 17

Consultant F

STATEWIDE ON-CALL

STATEWIDE ON-CALL PROFESSIONAL SURVEY SERVICES

45308

PREAMBLE

PREAMBLE I

ARTICLE I - DESCRIPTION OF PROFESSIONAL SERVICES TO BE RENDERED 2

ARTICLE III - GENERAL PROVISIONS 13

ARTICLE IV - STANDARD PROVISIONS 14

B. REVIEW BY STATE AND FHWA - CONFERENCES - INSPECTIONS 14

C. EXTENT OF CONTRACT 14

D. REVISIONS TO REPORTS. PLANS OR DOCUMENTS 15

E. ADDITIONAL SERVICES 16

G. SUBLETTING 17

I. BROKERAGE 18

i. CONTRACTUAL RELATIONS 18

K. AGREEMENT MODIFICATION 20

M. TITLE VI (NONDISCRIMINATION OF FEDERALLY-ASSISTED PROGRAMS) COMPLIANCE 20

N. DISADVANTAGED BUSINESS ENTERPRISE POLICY AGREEMENT REOUIREMENTS 22

O. DOCUMENTATION 23

P. CLEAN AIR AND WATER ACTS 23

1. CERTIFICATION WITH REGARD TO THE PERFORMANCE OF PREVIOUS CONTRACTS

OR SUBCONTRACTS, ETC.

2. CONSULTANT DISCLOSURE STATEMENT FOR PREPARATION OF ENVIRONMENTAL

EVALUATIONS

3. CERTIFICATION OF CONSULTANT/SUBCONSULTANT

4. CERTIFICATION OF STATE DEPARTMENT OF TRANSPORTATION

5. CERTIFICATION FOR FEDERAL-AID CONTRACTS EXCEEDING $100,000 IN FEDERAL

FUNDS

6. SIGNATURE PAGE

7. CERTIFICATION OF GOOD STANDING

8. CERTIFICATION OF AUTHORITY/VOTE

9. CERTIFICATION OF INSURANCE

A. AHACHMENT A-STATEWIDE ON-CALL PROFESSIONAL SURVEY SERVICES 45308

DEI ACKNOWLEDGEMENT

STATEWIDE ON-CALL

STATEWIDE ON-CALL PROFESSIONAL SURVEY SERVICES

45308

AGREEMENT

FOR PROFESSIONAL SERVICES

PREAMBLE

irrfn /

THIS AGREEMENT made this li- day of in the year 2025 by and between the

STATE OF NEW HAMPSHIRE, hereinafter referred to as the STATE, acting by and through its

COMMISSIONER QFTHF DEPARTMENT OFTRANSPORTATION. hereinafter referred to as the

COMMkSSIONER. acting under Chapter 228 of the Revised Statutes Annotated, and Vanasse Hangen

Brustlin, Inc., with principal place of business at 2 Bedford Farms Drive, Suite 200, in the Town of

Bedford, State of New Hampshire, hereinafter referred to as the CONSULTANT, witnesses that:

The Department of Transportation, State of New Hampshire, hereinafter referred to as the

DEPARTMENT, requires on-call professional survey sen/ices for various transportation projects

located throughout the state.

This AGREEMENT becomes effective upon approval by the Governor and Council.

ARTICLE I

ARTICLE I - DESCRIPTION OF PROFESSIONAL SERVICES TO BE RENDERED

NOW THEREFORE, in consideration of the undertakings of the parties hereinafter set forth, the

DEPARTMENT hereby engages the CONSULTANT, who agrees to render services to the

DEPARTMENT which shall include, but not be restricted to, the following items, in accordance with

conditions and terms hereinafter setforth:

A. DESCRIPTION OF SERVICES, On-call professional survey services for various transportation projects located throughout the

state.

B. SCOPE OF WORK

• All types of surveys, with data to be furnished in RW5 format. Department CAD/Procedures

Requirements, or another format approved by the Department,

• Hazardous-Material-Site Preliminary surveys,

• Right-of-Way and Boundary survey services to support transportation projects, e.g.:

locating property lines and easements, preparing property subdivisions, registry plans, etc.

• Title work in accordance with NH Bar Association Title Standards and NHDOT policy;

• All surveys are to be conducted under the supervisionof a New Hampshire Licensed Land

Sun/eyor.

C. STAFFING

The CONSULTANT shall submit the DEPARTMENT'S Salary Rate Calculation Form. The Salary

Rate Table tab shall list the name, classification and hourly rate of all personnel anticipated to be

assigned to the Task Order. The average classification rates calculated by the Salary Rate

Calculator tab will be used to develop the Negotiated Task Order Cost for Task Orders under this

AGREEMENT.

D. QUALITY CONTROL

The CONSULTANT shall be the Surveyor-of-Record for this work, as such the CONSULTANT shall

be responsible to ensure that the design and supporting documentation is accurate, checked, and

thoroughly reviewed priorto each submission. DEPARTMENT staff will review the CONSULTANT'S

submissions to ensure that DEPARTMENT objectives are being met and standard practices and

ARTICLE I

procedures are adhered to. It is the CONSULTANT'S and the Engineer-of-Record's responsibility to

ensure the design is complete, accurate and meets all DEPARTMENT requirements.

The DEPARTMENT will reject any data that does not comply with the above. The DEPARTMENT

will decide when the data and services have fully met the project requirements. The CONSULTANT

will not be paid for insufficient work.

The CONSULTANT'S designated Quality Control personnel shall sign-off on each submission

prior to transmittal to the DEPARTMENT. The CONSULTANT shall, upon request, provide to the

DEPARTMENT any and/or all QC documentation pertaining to work efforts on the project.

E. TASK ORDERS

As needs arise, the DEPARTMENT will issue specific Task Orders to the CONSULTANT. A Task

Order is an individually funded request with a unique scope of work. The Task Order scope of work

is issued against the basic contract scope of work, and terms and conditions, to carry out a

specific project for the DEPARTMENT. These Task Orders will be initiated by a Request for Proposal

(RFP) letter or email to the Consultant Project Manager that may include a detailed description of

the projector elements of work, an outline of the services required, responsibilities of the parties,

materials to be supplied by the DEPARTMENT, specified accuracy requirements, and other

information necessary to complete the work for the Task Order. The letter or email will trigger a

meeting with the DEPARTMENT staff requesting the Task Order and The CONSULTANT to assist in

developing the scope of work necessary for the Task Order. The CONSULTANT will then submit to

the DEPARTMENT for approvals scope of work and fee proposal and a tentative work schedule and

completion date for each Task Order assigned. The DEPARTMENT will review the CONSULTANT'S

proposal and schedule negotiations, if necessary, to clarify the proposed scope of work, the

number of work hours needed, and any other associated proposed costs in order to establish the

final not-to-exceed or lump-sum amount for the Task Order. Upon approval of the CONSULTANT'S

proposal by the DEPARTMENT, the DEPARTMENT will issue a Task Order Authorization to Proceed

Letter. The CONSULTANT shall sign the Authorization to Proceed Letter and return it to the

DEPARTMENT. Costs associated with the CONSULTANT'S preparation of a scope of work and fee

for a Task Order are non-reimbursable.

F. MATERIAL FURNISHED BY THE DEPARTMENT OF TRANSPORTATION

The DEPARTMENT will furnish the CONSULTANT with the appropriate materials, in electronic

and/or hardcopy format, as needed to perform the assigned work.

ARTICLE I

G. WORK SCHEDULE AND PROGRESS REPORTS

The CONSULTANT shall be aware that the services to be performed under this AGREEMENT will

be on an as-needed basis. In addition, the CONSULTANT shall realize that emergency situations may

arise that will require immediate response/action.

Following approval of the contract by the Governor and Council, the CONSULTANT shall be

available to begin performance of the services designated in the Contract promptly upon receipt from

the DEPARTMENT of a Notice to Proceed Letter. Upon receipt of a Task Order Authorization to

Proceed Letter, the CONSULTANT shall complete the services required for each Task Order without

delay unless unable to do so for causes not under the CONSULTANT'S control.

It is imperative that close coordination between the CONSULTANT and the DEPARTMENT be

maintained at all times so as to ensure compliance with the DEPARTMENT'S requirements for

specific Task Orders.

The CONSULTANT'S sequence of operation and performance of the work under the terms of this

AGREEMENT shall be varied at the direction of the DEPARTMENT to give priority in critical areas so

that schedules and other STATE commitments, either present or future, can be met.

The CONSULTANT shall report progress to the DEPARTMENT In conjunction with DEPARTMENT'S

Standardized Invoicing process for each active Task Order with activity during the billing period. Invoices are

encouraged to be submitted monthly, and at a minimum they shall be submitted for each month that there

has been more than $10,000 in cumulative billable work since the last invoice, and at least quarterly.

H. SUBMISSION OF REPORTS, PLANS AND DOCUMENTS

Each submission shall be supplemented with such drawings, illustrations and descriptive

matter as are necessary to facilitate a comprehensive review of proposed concepts. Any and all

CAD/D-related work during the course of this project shall be performed in conformance with the

DEPARTMENT'S GAD/D Procedures and Requirements in effect at the time of execution of this

AGREEMENT, which will be coordinated on each assignment.

Presentation anri Documentation: The CONSULTANT shall prepare updated colored

presentation plans at each formal submission and for presentation at DEPARTMENT meetings as

defined below. This is in addition to any public informational/hearing meetings.

a) Terrhnical Reports: The CONSULTANT shall prepare technical reports, as necessary,

throughout the duration of the project to document and summarize relevant technical

data. This includes, but is not limited to: Design Report, stormwater reports, or

Geotechnical Reports. The intent is to support the design through documentation of

ARTICLE I

critical design decisions with technical reports and supporting material.

b) nesign Report: The CONSULTANT shall update the Design Report using the NHDOT's

most recent form, at each submission to documentthe existing conditions within the

project, and to summarize the design decisions and engineering details of the proposed

action.

c) Design Exceptions: Design exceptions, if required, will be completed by the

CONSULTANT.

d) Project Coliahoration Meetings: it is expected that over the course of the project, a series

of informal collaboration meetings will be held. These collaboration meetings, attended

by key Department staff and key Consultant staff, are to be held well in advance of formal

submissions. The Consultant will update Department staff on the project status and their

approach to various design issues followed by an open and collaborative discussion with

Department staff and the Consultantteam sharingtheir thoughts and suggestions on

how best to advance the design. The consultant shall be responsible for scheduling the

meetings, preparing an agenda and other presentation materials, and for preparing

meeting notes.

e) Project Management Meetings: It is expected that over the course of the project. Project

Management Meetings will be held at least bi-monthly through the duration of the

design. They will take place to discuss a variety of project management issues, such

as outstanding issues, and design schedule. The CONSULTANT shall be responsible for

meeting minutes.

f) Department Meeting Presentations: The CONSULTANT shall prepare, present, and

explain the project when requested by the DEPARTMENT. These meetings could

include, but aren't limited to. Front Office, Estimate Review Committee, Traffic Control

Committee, Design Submission meetings, Pre-Advertising meeting. Natural and

Cultural Resource meetings. This shall include the preparation and explanation of

sketches, alternatives, and plans during the project development process. Meeting

notes and conference report memos shall be the responsibility of the CONSULTANT.

Upon completion of the AGREEMENT, the CONSULTANT shall turn over all documentation,

including, but not limited to, all reports, test results, drawings, plans, and all financial supporting

documentation in their original format and in the format submitted to the DEPARTMENT.

ARTICLE I

I. DELIVERABLES

AU work and supporting documents under this AGREEMENT shall be developed by the

CONSULTANT and delivered to the DEPARTMENT according to the following formats:

Electronic Transfer of Data: The DEPARTMENT requires the following to ensure compatibility

with software used by the DEPARTMENT and to ensure the efficient and timely exchange of

computer files between the DEPARTMENT and the CONSULTANT.

All files submitted must befully compatible with the formats listed in this document without

any conversion or editing by the DEPARTMENT. Any files requiring conversion and/or editing by the

DEPARTMENT will not be accepted. All files shall be virus free. All files shall use the

DEPARTMENT'S file naming convention.

Computer Aided Design/Drafting (CAD/D) files: All CAD/D files shall be in accordance with

the Deliverable Requirements described in the DEPARTMENT'S CAD/D Procedures and

Requirements in effect at the time this AGREEMENT was executed, or any later version. All files

submitted must be fully compatible with the current version of MicroStation being used by the

DEPARTMENT. (The DEPARTMENT'S CAD/D Procedures and Requirements document can be

found on the CAD/D website under the "CAD/D Downloads" tab at CAD/D | Department of

Transportation.^

Word Processing. Spreadsheet, and Database Files: For each Phase, all relevant files shall

be provided in a format fully compatible, as appropriate, with the following:

Word Processing: Microsoft Word 2016 or NHDOT compatible version

Spreadsheets: Microsoft Excel 2016 or NHDOT compatible version

Databases: Microsoft Access 2016 or NHDOT compatible version

These specifications will be updated as necessary to reflect changes in DEPARTMENT software

such as adding new software or updating to new versions of existing software, in such instances,

the CONSULTANT will be promptly notified.

Computer File Exchange Media: Electronic files shall be exchanged between the

DEPARTMENT and the CONSULTANT using the following media as appropriate for Windows

Operating Systems:

File Transfer Sites: Bluebeam, SharePoint.

Email: Files 20 MB or smaller may be transferred via email. If compressed, the files should

be self-extracting and encrypted based on content.

ARTICLE I

Copies: The CONSULTANT shall provide hard copies and electronic copies of the deliverables

for each Phase of Work. For all deliverables, provide electronic copies in two electronic versions:

an electronic version in the original electronic file format {i.e., MicroStation (*.dgn), Microsoft Word

(*.docx, Microsoft Excel (*.xlsx), etc.) and an electronic version in Adobe Acrobat (*.pdf) file format.

Website Information:

All external NHDOT web content created underthis AGREEMENT shall meet the accessibility

requirements of the Americans with Disabilities Act (ADA) Title II: web content accessibility

guidelines (WCAG) 2.1, level AA or Higher, as stated in the New Hampshire Information Technology

Accessibility Policy.

Web content means the information and sensory experience to be communicated to the user:

websites and pages, web apps, videos, documents, social media, etc., and mobile applications.

Compliance requirements can be found at Web Content Accessibility Guidelines (WCAG) 2.1.

Additional resources can be found at Fact Sheet: New Rule on the Accessibility of Web Content

and Mobile Apps Provided by State and Local Governments | ADA.gov

Upon completion of the AGREEMENT, the CONSULTANT shall turn over all documentation,

including, but not limited to, all reports, test results, drawings, plans, and all financial supporting

documentation in the formats described above.

J. nATF OF COMPLETION

The date of completion for the professional services rendered under this AGREEMENT is

January 31,2031, unless terminated earlier upon the depletion of the total amount payable under

this AGREEMENT, or extended as allowed by the following provision:

No new tasks may be assigned after the above noted completion date; however, the

CONSULTANT shall complete any tasks begun prior to the completion date, but not yet completed,

in accordance with the methods of compensation specified in Article II and all other applicable

portions and contractual requirements of this AGREEMENT. This shall be subject to the written

mutual agreement of both parties, which shall include a revised Date of Completion to allow

completion of the previously assigned work.

ARTICLE II

I OF CONSULTANT FOR ON-CALL SERVICES

A. AGREEMENT GENERAL FEE

In consideration of the terms and obligations of this AGREEMENT, the STATE, through the

DEPARTMENT, hereby agrees to pay and the CONSULTANT agrees to accept as full

compensation for the combined total cost of all work, expenses, and profit for Task Orders

issued underthis AGREEMENT, an amount not to exceed $750.000.00. (The CONSULTANT

shall note that no payments will be made for work, expenses, or profit, whether authorized or

not, fixcfiPfiing the $750.000.00 total amount.)

B. METHOD OF COMPENSATION FOR TASK ORDERS

The method of compensation for Task Orders issued under this agreement will either be a

Cost-Plus-Fixed-Fee format with method of payment as described in Section C, or a Lump-

Sum format with method of payment as described in Section D. A Task Order Fee Summary

will be included in the DEPARTMENT-issued Authorization to Proceed for a Task Order.

0. COST-PLUS-FIXED-FEE FORMAT

1. Task Order Cost DeveLopment - The negotiated not-to-exceed cost of each cost-plus-

fixed-fee format Task Order will be computed as follows:

Labor Costs [hours x average rates* + indirect cost rate x (hours x rates)]

+ Fixed Fee (negotiated amount)

+ Direct Expenses (estimated amount)

+ Subconsultant Costs (estimated amount or lump sum)

= Negotiated Task Order Cost

' The average rates are the Average NHDOT Allowed Rates from the most-current version

of the Salary Rate Calculation Form (see Article I Section C - Staffing).

2. Task Order Cost Reimbursement - In consideration of the terms and obligations of this

AGREEMENT, the STATE, through the DEPARTMENT, hereby agrees to pay and the

CONSULTANT agrees to accept as full compensation for all services rendered to the

satisfaction of the DEPARTMENT for each Task Order an amount equal to the sum of the

following costs (a)+(b)+(c)+(d)+(e):

a. Actual salaries approved by the DEPARTMENT paid to technical and other

employees by the CONSULTANT, including salaries to principals, for the time such

employees are directly utilized on work necessary to fulfill the terms of this

AGREEMENT.

ARTICLE II

b. Overhead costs applicable to the direct salary costs. The audited indirect cost rate,

as submitted to and approved by the DEPARTMENT, on file at the time of task order

development will be applied to the direct salary costs. The CONSULTANT agrees

that the indirect cost rate shall be extended at that rate for the duration of the Task

Order in accordance with 23 CFR 172.11 (b)(l}(vi). An overtime premium of one and

one half times the direct labor rate for non-exempt employees working beyond the

standard 40 hours per workweek may be allowed for special circumstances when

approved by the DEPARTMENT in writing in advance. The overhead portion of non-

exempt employees' salary rates shall not be adjusted. Engineers are not eligible for

overtime premium rates.

c. A fixed fee amount based on the estimated risk, at time of task order development,

to be borne by the CONSULTANT [maximum 10.00% of Labor Costs (including

overhead costs)] for profit and non-reimbursed costs.

d. Reimbursement for direct expenses, including, but not limited to, subconsultants

with a subcontract value of less than $200,000, printing, reproductions and travel

not included in normal overhead expenses. The reimbursable costs for mileage and

for per diem (lodgingand meals) shall be that allowed by the CONSULTANT'S

established policy but shall not exceed that allowed in the Federal Acquisition

Regulation (Subpart 31.205-46) and in the Federal Travel Regulation. Mileage and

per diem costs shall be subject to approval by the DEPARTMENT. Subconsultants

with a subcontract value of less than $200,000 shall be invoiced as direct expenses

and do not require individual invoices.

e. Reimbursement for actual cost of subconsultants.

The amount payable under categories (a), (b), (d), and (e) may be reallocated within

the not-to-exceed TaskOrder amount upon mutual agreement of the DEPARTMENT and

CONSULTANT. The fixed fee (c) shall only change when there has been a significant

increase or decrease in the scope of work. The estimated amounts for (a), (b), (d), and

(e) and the actual amount for (c) are listed in the Fee Summary section of the

Authorization to Proceed for each Task Order.

3. Task Order Limitation of Costs-The total amount to be paid for any Task Order shall

not exceed the sum of the amounts shown in the Task Order Fee Summary limits

contained in the Authorization to Proceed Letter. It is expected that the CONSULTANT

ARTICLE II

agrees to use best efforts to perform the work specified in the Task Order Scope of Work

and all obligations under this contract within such limiting amount.

4. Task Order Payments - Monthly payments on account will be made upon submission

of invoices by the CONSULTANT to the DEPARTMENT. The CONSULTANT shall follow

the DEPARTMENT'S Standardized Invoicing format. The CONSULTANT shall invoice

monthly for work performed in orderto not accrue undue outstanding liability to the

DEPARTMENT. The fixed fee shall be invoiced during the billing period based upon the

overall percent complete calculated within the approved progress report found in the

DEPARTMENT'S Standardized Invoicing.

D. LUMP-SUM FORMAT

Task Order Cost Reimbursement - The negotiated total amount of each lump-sum format

Task Order will be considered full compensation for all services for the Task Order performed to

the satisfaction of the DEPARTMENT. Said lump-sum amount includes all labor, overhead,

profit (maximum 15.00% of total labor + total overhead; based on the estimated risk to be

borne by the CONSULTANT), direct expenses, and subconsultant costs. The CONSULTANT

shall follow the DEPARTMENT'S Standardized Invoicing format. The lump-sum amount may

only be adjusted (increased or decreased) if there is a significant change in the scope or

character of the work, as determined by the DEPARTMENT. Any change to the lump-sum

amount shall be documented in writing by a DEPARTMENT Bureau-level amendment. For a

substantial lump-sum Task Order, the DEPARTMENT'S Lump Sum Article II for standalone

agreements will be furnished to the CONSULTANT for additional reference information.

E. RtlRCQNSULTANT SUPPORTING SERVICES

Subconsultant Supporting Services were not anticipated during negotiations for this

AGREEMENT.

Note: Subconsultants can be engaged at any time if needed for a Task Order, whether they

were included in the CONSULTANT'S Technical Proposal or not. Subconsultant costs may be

either negotiated as a not-to-exceed amount for each Task Order and reimbursed at actual cost

or negotiated as a lump-sum amount. See Article IV.G-SUBLETTING for subconsultant

Professional Liability Insurance information.

F. TASK ORDER AMENDMENTS

If revisions to a Task Order scope of work, and/or the fee summary or completion date

included in the Task Order Authorization to Proceed is/are required, it shall be documented in

ARTICLE II

writing by a DEPARTMENT Bureau-level amendment. The amendment will be filed with the

Authorization to Proceed in the AGREEMENT.

G. ANNUAL INDIRECT COST RATE SUBMISSIONS

The CONSULTANT and all subconsultants with a subcontract value of $200,000 or greater

shall submit their audited indirect cost rate and related documents annually for the life of this

AGREEMENT as follows:

To comply with the Federal Acquisition Requisitions (FAR), the CONSULTANT'S Indirect

Cost Rate Audit must meet the following requirements:

• Be conducted by an independent Certified Public Accountant (CPA), a Federal

government agency, or another state transportation agency.

• Be conducted in accordance with Generally Accepted Government Auditing Standards

(GAGAS) issued by the U.S. Government Accountability Office (GAO) and with the cost

principles and procedures set forth in Part 31 of the FAR.

• Follow the guidance of the most recent American Association of State Highway

Transportation Officials Uniform Audit and Accounting Guide for Audits of Architectural

and Engineering Consulting Firms (AASHTO Audit Guide).

In addition to the Indirect Cost Rate Audit, CONSULTANTS shall submit the following

documentation:

AASHTO Internal Control Questionnaire (ICQ) for Consulting Engineers form with the

required attachments.

Certification of Final Indirect Costs as required pursuant to 23 CFR 172.11 and FHWA

Order 4470,1 A.

Complete copy of the CONSULTANT'S annual audited financial statements.

Analysis of reasonableness of executive compensation as outlined in the AASHTO Audit

Guide.

Cognizant letter, if available.

A listing of all contracts, with dollar amounts, the CONSULTANT has currently with the

DEPARTMENT as a prime consultant or subconsultant.

Annual indirect cost rate submissions are due within 6 months of the CONSULTANT'S fiscal

year end and shall be submitted to the DEPARTMENT'S Internal Audit Office electronically to

DOT-InternalAuditlcQdot.nh.gov or in writing.

ARTICLE II

The CONSULTANT shall use the current approved Indirect Cost Rate at the time of Task

Order development and shall supply the DEPARTMENT with the approval letter supporting the

proposed rate. The CONSULTANT agrees that the audited indirect cost rate submitted in the

task order AGREEMENT fee proposal and accepted by the DEPARTMENT shall be extended at

that rate forthe duration of the task order AGREEMENT in accordance with 23 CFR 172.11

(B)(1)(VI) and shall not be subject to change as a result of the final audit.

H. RECORDS. REPORTS. AND FINAL AUDIT

The CONSULTANT shall maintain adequate cost records for all work performed under this

AGREEMENT and all items charged on this project. All records and other evidence pertainingto

cost incurred shall be made available at all reasonable times during the AGREEMENT period,

and for three (3) years from the date final payment is made and all other pending matters are

closed, for examination by the STATE, Federal Highway Administration, or other authorized

representatives of the Federal Government, and copies thereof shall be furnished if requested.

Applicable cost principles are contained in the Federal Acquisition Regulation (FAR) in Title 48

of the Code of Federal Regulations (Subpart 31.2 and Subpart 31.105).

For Cost-Ptus-Flxed-Fee Task Orders onlv: All costs are to be determined by actual

records kept during the term of the AGREEMENT, which are subject to Final Audit by the STATE

and Federal Governments. The final payment, and all partial payments made, may be adjusted

to conform to this Final Audit. In no case will any adjustments exceed the negotiated amount

for any Task Order. All Subconsultant costs may also be subject to Final Audit by the STATE

and Federal Governments.

ARTICLE III

ARTICLE III - GENERAL PROVISIONS

A. HEARINGS. ETC.

(Not applicable to this AGREEMENT)

B. CONTRACT PROPOSALS

(Not applicable to this AGREEMENT)

ARTICLE rV

ARTICLE IV - STANDARD PROVISIONS

A. STANDARD SPECIFICATIONS

The CONSULTANT agrees to follow the provisions of the Design Manuals. Standard

Specifications for Road and Bridge Construction, and Standard Plans for Road and Bridge

Construction of the DEPARTMENT; A Policv on Geometric Design of Highways and Streets and

I RFD Rririge Design Specifications of the American Association of State Highway and

Transportation Officials (AASHTO), and amendments thereto, and/or other professional codes

or standards applicable to the services to be performed underthis AGREEMENT. When a

publication (including interim publications) is specified, it refers to the most recent date of

issue in effect at the time of execution of this AGREEMENT.

B. REVIEW BY STATE AND FHWA - CONFERENCES - INSPECTIONS

It is mutually agreed that all portions of the work covered by this AGREEMENT shall be

subject to the inspection of duly-authorized representatives of the STATE and Federal agency of

the United States Department of Transportation, at such time or times as the STATE or Federal

agency deems appropriate.

The location of the office where the work will be available for inspection by STATE and

Federal agency representatives is 2 Bedford Farms Drive. Suite 200. Bedford. NH 03110.

It is further mutually agreed that any party, including the duly-authorized representatives

of the Federal agency, may request and obtain conferences, visits to the site, and inspection of

the work at any reasonable time.

C. EXTENT OF CONTRACT

Notwithstanding anything in this AGREEMENT to the contrary, all obligations of the

STATE, including, without limitation, the continuance of payments, are contingent upon

the availability and continued appropriation of funds, and in no event shall the STATE be

liable for any payments in excess of such available appropriated funds, in the event of a

reduction or termination of those funds, the STATE shall have the right to terminate this

AGREEMENT.

2. Termination

The DEPARTMENT shall have the right at any time, and forany cause, to terminate the

work required of the CONSULTANT by this AGREEMENT, by written notice of such

termination provided to the CONSULTANT by the DEPARTMENT, and, in the event of

ARTICLE IV

such a termination of this AGREEMENT, without fault on the part of the CONSULTANT,

the CONSULTANT shall be entitled to compensation for all work theretofore

satisfactorily performed, pursuant to this AGREEMENT, such compensation to be fixed,

insofar as possible, based upon the work performed prior to termination. If no contract

or contracts for construction of the project contemplated by this AGREEMENT is (are)

entered into within two (2) years after satisfactory completion of the services outlined in

Article I, all of the services contemplated by this AGREEMENT shall be deemed to have

been completed. It shall be a breach of this AGREEMENT if the CONSULTANT shall fail

to render timely the services required underthis AGREEMENT, in accordance with

sound professional principles and practices, to the reasonable satisfaction of the

DEPARTMENT, or shall be in such financial condition as to be unable to pay its just

debts as they accrue, or shall make an assignment for the benefit of creditors, or shall

be involved in any proceeding, voluntary or involuntary, resulting in the appointment of

a receiver or trustee over its affairs, or shall become dissolved for any cause. In the

event of the happening of any one or more of the foregoing contingencies, or upon the

substantial breach of any other provisions of this AGREEMENT by the CONSULTANT, its

officers, agents, employee, and subconsultants,the DEPARTMENT shall have the

absolute right and option to terminate this AGREEMENT forthwith, and, in addition, may

have and maintain any legal or equitable remedy against the CONSULTANT for its loss

and damages resultingfrom such breach or breaches of this AGREEMENT; provided,

however, that as to all plans, drawings, tracings, estimates, specifications, reports,

proposals, sketches, diagrams and calculations, together with all material and data

theretofore furnished to the DEPARTMENT by the CONSULTANT, of a satisfactory nature

in accordance with this AGREEMENT, which plans, drawings, tracings, etc., are of use

to the DEPARTMENT, the CONSULTANT shall be entitled to a credit, based on the

contract rate for the work so performed in a satisfactory manner and of use and benefit

to the DEPARTMENT.

D. REVISIONS TO REPORTS. PLANS OR DOCUMENTS

The CONSULTANT shall perform such additional work as may be necessary to correct

errors in the work required under the AGREEMENT, caused by errors and omissions by the

CONSULTANT, without undue delays and without additional cost to the DEPARTMENT.

ARTICLE IV

Furthermore, prior to final approval of plans, specifications, estimates, reports or

documents by the DEPARTMENT, the CONSULTANT shall make such revisions of them as

directed by the DEPARTMENT, without additional compensation therefor except as hereinafter

provided:

1. If, after its written approval thereof, the DEPARTMENT shall require changes to the

plans or documents that revise engineering or other factors specifically approved,

thereby necessitating revisions of the contract plans or documents, or,

2. When applicable, if during the term of this AGREEMENT, a revision of the alignment is

ordered to the extent that the revised alignment will Lie completely or partially outside

the limit of the survey data plotted by the CONSULTANT (this does not apply to those

adjustments and refinements to the alignments anticipated under the scope of work),

or,

3. If, after approval by the DEPARTMENT of the final contract plans or documents, the

CONSULTANT shall be ordered in writing by the DEPARTMENT to make revisions, orto

perform services other than those necessary in orderto adapt said plans, reports or

documents to conditions observed duringfield inspections and encountered during

construction; the CONSULTANT shall be entitled to compensation therefor in

accordance with Article II, Section B, such compensation to be in addition to the fee

specified in Article II, Section A, for its original work on the plans, reports or documents.

E. ADDITIONAL SERVICES

If, during the term of this AGREEMENT, additional professional services are required due to

a revision in the limits of the project, or it becomes necessary to perform services not

anticipated during negotiation, the DEPARTMENT may, in writing, order the CONSULTANT to

perform such services, and the CONSULTANT shall be paid a fee in accordance with the

provisions of Article II, Section B.

If, duringthe term of this AGREEMENT, additional professional services are performed by

the CONSULTANT due to the fact that data furnished by the DEPARTMENT are not usable or

applicable, the STATE will, upon written approval of the DEPARTMENT, reimburse the

CONSULTANT for such additional design services in accordance with the provisions of Article

II, Section B.

ARTICLE IV

If additional services are performed by the CONSULTANT through its own acts, which are

not usable or applicable to this project, the cost of such additional services shall not be

reimbursable.

All data, plans, drawings, tracings, estimates, specifications, proposals, sketches,

diagrams, calculations, reports or other documents collected, prepared, or undertaken either

manually or electronically by the CONSULTANT, under the provisions of this AGREEMENT,

immediately shall become the property of the DEPARTMENT, and, when completed, shall bear

the CONSULTANT'S endorsement. The CONSULTANT shall surrender to the DEPARTMENT,

upon demand at anytime, or submit to its inspection, any data, plan, drawing, tracing,

estimate, specification, proposal, sketch, diagram, calculation, reporter document which

shall have been collected, prepared, or undertaken by the CONSULTANT, pursuant to this

AGREEMENT, or shall have been hitherto furnished to the CONSULTANT by the DEPARTMENT.

The CONSULTANT shall have the right, with the written approval of the DEPARTMENT, to use

any of the data prepared by it and hitherto delivered to the DEPARTMENT at any later stage of

the project contemplated by this AGREEMENT.

G. SUBLETTING

The CONSULTANT shall not sublet, assign or transfer any part of the CONSULTANT'S

services or obligations under this AGREEMENT without the prior approval and written consent

of the DEPARTMENT.

All subcontracts shall be in writing and those exceeding $10,000 shall contain all provisions

of this AGREEMENT, including "Certification of CONSULTANT/Subconsultant". For

subconsultants working on design, hazardous materials, geotechnical services, etc., the

minimum limits of their professional liability (errors and omissions) insurance coverage shall

be not less than $2,000,000 in the aggregate, with a deductible of not more than $75,000. For

subconsultant contracts with less risk, e.g., wetland evaluations, materials inspection and

testing, structural steel fabrication inspection, underwater bridge inspection, research, bridge

deck condition surveys, land surveying, mapping, noise studies, air-quality studies, etc., the

minimum limits of their professional liability (errors and omissions) insurance coverage shall

be not less than $1,500,000 in the aggregate, with a deductible of not more than $50,000. For

subconsultant contracts with no risk, e.g., archaeology, cultural resources, data gathering,

traffic counting etc., professional liability insurance shall not be required. Subconsultants

ARTICLE rV

completing field exploration for geotechnical, hazardous materials/environmental, and

subsurface exploration shall also have pollution liability insurance coverage not less than

$2,000,000 in the aggregate, with a deductible of not more than $75,000. If coverage is claims

made, the period to report claims shall extend for not less than three years from the date of

substantial completion of the construction contract. A copy of each subcontract shall be

submitted forthe DEPARTMENT'S files.

H. GENERAL COMPLIANCE WITH LAWS. ETC.

The CONSULTANT shall comply with all Federal, STATE and local laws, and ordinances

applicable to any of the work involved in this AGREEMENT and shall conform to the

requirements and standards of STATE, municipal, railroad and utility agencies whose facilities

and services may be affected by the construction of this project. The services shall be

performed so as to cause minimum interruption to said facilities and services.

I. BROKERAGE

The CONSULTANT warrants that it has not employed or retained any company or person,

other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this

Contract, and that it has not paid or agreed to pay any company or person, other than a bona

fide employee working solely forthe CONSULTANT, any fee, commission, percentage,

brokerage fee, gift or any other consideration, contingent upon or resulting from the award or

making of this Contract. For breach or violation of this warranty, the STATE shall have the right

to annul this Contract without liability, or, at its discretion, to deduct from the contract price or

consideration, or otherwise recover, the full amount of such fee, commission, percentage,

brokerage fee, gift or contingent fee.

J. CONTRACTUAL RELATIONS

The CONSULTANT agrees that its relation to the STATE is as an independent contractor and

not as an agent or employee of the STATE.

2. Claims and Indemnification

a. Non-Professional Liability Indemnification

The CONSULTANT agrees to defend, indemnify and hold harmless the STATE and all

of its officers, agents and employees from and against any and all claims, liabilities

or suits arising from (or which may be claimed to arise from) any (i) acts or

omissions of the CONSULTANT or its subconsultants in the performance of this

AGREEMENT allegedly resulting in property damage or bodily injury and/or (ii)

ARTICLE IV

misconduct or wrongdoing of the CONSULTANT orlts subconsuitants in the

performance of this AGREEMENT.

The CONSULTANT agrees to indemnify and hold harmless the STATE and all of its

officers, agents and employees from and against any and all claims, liabilities or

suits arising from (or which may be claimed to arise from) any negligent acts or

omissions of the CONSULTANT or its subconsuitants in the performance of

professional services covered by this AGREEMENT.

c. These covenants shall survive the termination of the AGREEMENT. Notwithstanding

the foregoing, nothing herein contained shall be deemed to constitute a waiver of

the sovereign Immunity of the STATE, which immunity is hereby reserved by the

STATE.

Insurance

a. Required Coverage

The CONSULTANT shall, at its sole expense, obtain and maintain in force the

following insurance:

1. Commercial or comprehensive general liability insurance including contractual

liability coverage, for all claims of bodily injury, death or property damage, in

policy amounts of not less than $250,000 per occurrence and $2,000,000 in the

aggregate (STATE to be named as an additional insured): and

2. Business automobile liability insurance covering all motor vehicles, including

owned, hired, borrowed and non-owned vehicles, for all claims of bodily injury,

death or property damage, in policy amounts of not less than $500,000

combined single limit; and

3. Professional liability (errors and omissions) insurance coverage of not less than

$2,000,000 in the aggregate, if coverage is claims made, the period to report

claims shall extend for not less than three years from the date of substantial

completion of the construction contract. No retention (deductible) shall be

more than $75,000; and

4. workers' compensation and employer's liability insurance as required by law.

b. Proof of Insurance

The policies described in paragraph (a) of this section and Section G shall be in the

standard form employed in the STATE, issued by underwriters licensed or approved

ARTICLE IV

by the Department of 1 nsurance of the STATE. Each policy shall contain a clause

prohibiting cancellation or modifications of the policy earlier than 30 days, or 10

days in cases of non-payment of premium, after written notice thereof has been

received by the STATE. The CONSULTANT shall provide to the STATE a certificate of

insurance evidencing the required coverages, retention (deductible) and

cancellation clause prior to submittal of the AGREEMENT to Governor and Council

for approval and shall have a continuing duty to provide new certificates of

insurance as the policies are amended or renewed.

It is not intended by any of the provisions of the AGREEMENT to make the public or any

member thereof a third-party beneficiary of the AGREEMENT, or to authorize anyone not

a party to this AGREEMENT to maintain a suit for personal injuries or property damage

pursuant to the terms or provisions of this Contract. The duties, obligations and

responsibilities of the parties to this AGREEMENT with respect to third parties shall

remain as imposed by law. No portion of this AGREEMENT shall be understood to be a

waiver of the STATE'S sovereign immunity.

5. Construction of AGREEMENT

This AGREEMENT is executed in a number of counterparts, each of which is an original

and constitutes the entire AGREEMENT between the parties. This AGREEMENT shall be

construed according to the laws of the STATE.

K. AGREEMENT MODIFICATION

The assignment of the CONSU LTANT, generally established by the scope of work in this

AGREEMENT, shall not be modified in any way without prior approval of the Governor and

Council.

L. EXTENSION OF COMPLETION DATEfSI

If, during the course of the work, the CONSULTANT anticipates that one or more of the

completion dates specified in this AGREEMENT cannot be met, it shall be the CONSULTANT'S

responsibility to notify the DEPARTMENT in writing at least ninety (90) days prior to the

completion date(s) in question. The CONSULTANT shall state the reasons that a completion

date(s) cannot be met and request a revised date(s) for consideration by the DEPARTMENT.

M. TITLE VI mONDISCRIMINATION OF FEDERALLY-ASSISTED PRQGRAMSl COMPLIANCE

During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees and

successors in interest agrees as follows:

ARTICLE rV

(1) Compliance with Regulations: The CONSULTANT shall comply with Title Vi of the Civil

Rights Act of 1964 regulations relative to nondiscrimination in federally-assisted

programs of the DEPARTMENT, such regulations entitled Title 49 Code of Federal

Regulations, Part 21, as they may be amended from time to time (hereinafter referred to

as the REGULATIONS), and which are herein incorporated by reference and made a part

of this AGREEMENT.

(2) Nondiscrimination: The CONSULTANT, with regard to the work performed by it during the

AGREEMENT, shall not discriminate on the grounds of race, color, religion, age, sex,

handicap, sexual orientation, or national origin in the selection and retention of

subconsultants, including procurements of materials and leases of equipment specific

to this project. The CONSULTANT shall not participate either directly or indirectly in the

discrimination prohibited by Section 21.5 of the REGULATIONS, including employment

practices when the AGREEMENT covers a program set forth in Appendix B of the

REGULATIONS.

(3) Solicitations for Subcontracts. Including Procurements of Materials and Equipment: In

all solicitations either by competitive bidding or negotiation made by the CONSULTANT

for workto be performed under a subcontract, including procurements of materials or

leases of equipment specific to the project, each potential subconsultant or supplier

shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this

AGREEMENT and the REGULATIONS relative to nondiscrimination on the grounds of

race, color, religion, age, sex, handicap, sexual orientation, or national origin.

(4) Information and Reports: The CONSULTANT shall provide all information and reports

required by the REGULATIONS or directives issued pursuant thereto, and shall permit

access to its books, records, accounts, other sources of information and its facilities as

may be determined by the DEPARTMENT or the Federal Highway Administration to be

pertinent to ascertain compliance with such REGULATIONS, orders and instructions.

Where any information required of a CONSULTANT is in the exclusive possession of

another who fails or refuses to furnish this information, the CONSULTANT shall so

certify to the DEPARTMENT or the Federal Highway Administration, as appropriate, and

shall set forth what efforts it has made to obtain the information.

(5) Sanctions for Noncompliance: In the event of the CONSULTANT'S noncomoliance with

nondiscrimination provisions of this AGREEMENT, the DEPARTMENT shall impose

"21

ARTICLE IV

sanctions as it or the Federal Highway Administration may determine to be appropriate,

including, but not limited to:

(a) withholding of payments to the CONSULTANT under the AGREEMENT until the

CONSULTANT complies; and/or

(b) cancellation, termination or suspension of the AGREEMENT, in whole or in part.

(6) The CONSULTANT shall take such action with respect to any subcontract or

procurement as the DEPARTMENT or the Federal Highway Administration may direct as

a means of enforcing such provisions, including sanctions for noncompliance,

provided, however, that in the event a CONSULTANT becomes involved in, or is

threatened with, litigation with a subconsultant or supplier as a result of such direction,

the CONSULTANT may request the DEPARTMENT to enter into such litigation to protect

the interests of the STATE, and, in addition, the CONSULTANT may request the United

States to enter into such litigation to protect the interests of the United States.

(7) 23 CFR 710.405(b) and Executive Order 11246 entitled "Equal Employment

Opportunity," as amended by Executive Order 11375 and as supplemented in

Department of Labor REGULATIONS (41 CFR Part 60), shall be applicable to this

AGREEMENT and any subagreements hereunder.

(8) Incorporation of Provisions: The CONSULTANT shall include the provisions of

paragraphs (1) through (7) in every subcontract, including procurements of materials

and leases of equipment specific to the project, unless exempt by the REGULATIONS,

or directives issued pursuant thereto.

In accordance with EXECUTIVE ORDER 11246, the DEPARTMENT has the authority and

responsibility to notify the Office of Federal Contract Compliance Programs of the United

States Department of Labor if they become aware of any possible violations of Executive Order

11246 and 41 CFR Part 60. The Office of Federal Contract Compliance Programs is solely

responsible for determining compliance with Executive Order 11246 and 41 CFR Part 60 and

the CONSULTANT should contact them regarding related compliance issues.

N. DISADVANTAGED BUSINESS ENTERPRISE POLICY AGREEMENT REQUIREMENTS

1. Policy. It is the policy of the United States Department of Transportation (USDOT) to

ensure nondiscriminatory opportunity for Disadvantaged Business Enterprises (DBE's),

as defined in 49 Code of Federal Regulations (CFR) Part 26, to participate in the

performance of agreements and any subagreements financed in whole or in part with

ARTICLE IV

Federal funds. Consequently, the DBE requirements of 49 CFR Part 26 apply to this

AGREEMENT.

2. Disadvantaged Bu.siness Enterprise (DBEl Obligation. The STATE and its Consultants

agree to ensure nondiscriminatory opportunity for disadvantaged business enterprises,

as defined in 49 CFR Part 26, to participate in the performance of agreements and any

subagreements financed in whole or in part with Federal funds. In this regard, the

STATE and its Consultants shall take all necessary and reasonable steps in accordance

with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the

opportunity to compete for and perform work specified in the agreements. The STATE

and its Consultants shall not discriminate on the basis of race, color, religion, age, sex,

handicap, sexual orientation, or national origin in the award and performance of

agreements financed in whole or in part with Federal funds.

3. Sanctions for Non-Compliance. The CONSULTANT is hereby advised that failure of the

CONSULTANT, or any Subconsultant performing work under this AGREEMENT, to carry

out the requirements set forth in paragraphs 1 and 2 above shall constitute a breach of

agreement and, after the notification of the United States Department of

Transportation, may result in termination of this AGREEMENT by the STATE or such

remedy as the STATE deems appropriate.

O. DOCUMENTATION

The CONSULTANT shall document the results of the work to the satisfaction of the

DEPARTMENT and the Federal Flighway Administration. This shall include preparation of

progress reports, plans, specifications and estimates and similar evidences of attainment of

objectives called for in this AGREEMENT.

P. CLEAN AIR AND WATER ACTS

If the amount of the AGREEMENT or subcontract thereunder exceeds $100,000, the

CONSULTANT or subconsultant shall comply with applicable standards, orders or

requirements issued under Section 306 of the Federal Clean Air Act (43 U.S.C. 1857(h), Section

508 of the Federal Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and

Environmental Protection Agency regulations (40 CFR Part 15), which prohibit the use under

non-exempt Federal contracts, grants or loans of facilities included on the EPA List of Violating

Facilities. The CONSULTANT or subconsultant shall report violations to the FEIWA and to the U.

S. Environmental Protection Agency Assistant Administrator for Enforcement (EN-329).

Attachment 1

CERTIFICATION WITH REGARD TO THE PERFORMANCE OF

PREVIOUS CONTRACTS OR SUBCONTRACTS SUBJECT TO

THE EQUAL OPPORTUNITY CLAUSE AND THE FILING OF REQUIRED REPORTS

The CONSULTANT ^. proposed subconsultant, hereby certifies that it has ^. has not

participated in a previous contract or subcontract subject to the equal opportunity clause, as required by

Executive Order 11246 and that it has ^. has not, filed with the Joint Reporting Committee, the

Director of the Office of Federal Contract Compliance, a Federal Government contracting or administering

agency, or the former President's Committee on Equal Employment Opportunity, all reports due under the

applicable filing requirements.

Vanasse Hangen Brustlin, Inc.

(Company)

By: -tr

Managing Director

(Title)

10/27/2025

Date:

Note: The above certification is required by the Equal Employment Opportunity Regulations of the

Secretary of Labor (41 CFR 60-1.7(bXl), and must be submitted by consultants and proposed

subconsultants only in connection with contracts and subcontracts which are subject to the equal

opportunity clause. Contracts and subcontracts that are exempt from the equal opportunity clause are set

forth in 41 CFR 60-1.5. (Generally, only contracts or subcontracts of $10,000 or under are exempt.)

Currently, Standard Form 100 (EEO-l) is the only report required by the Executive Orders or their

implementing regulations.

Proposed prime consultants and subconsultants who have participated in a previous contract or subcontract

subject to the Executive Orders and have not filed the required reports should note that 41 CFR 60-1.7(b)(l)

prevents the award of contracts and subcontracts unless such consultant submits a report covering the

delinquent period or such other period specified by the Federal Highway Administration or by the Director,

Office of Federal Contract Compliance, U.S. Department of Labor.

(Revised: June, 1980) NOTE: TO BE COMPLETED BY CONSULTANT WHEN SIGNING

AGREEMENT.

Attachment 2

CONSULTANT DISCLOSURE STATEMENT

FOR PREPARATION OF

ENVIRONMENTAL EVALUATIONS

I hereby affirm that I have read and reviewed the Council on Environmental Quality (CEQ)

regulation [40 CFR l5G6.5(b)(4)] and related guidance issued by CEQ and that pursuant thereto this

firm has no financial or other interest in the outcome of this project

I further hereby affirm that the information provided herein is true and correct and acknowledge

that any knowingly false statement or false representation as to any material part contained herein

may subject me to a fine and/or imprisonment, pursuant to pertinent provisions of the United States

Code.

10/27/2025

(Date) (Signature)

State of New Hampshire

Department of State

CERTIFICATE

I, David M. Scanlan, Secretary of State of the State of New Hampshire, do hereby certify that VANASSE HANGEN BRUSTLIN,

INC. is a Massachusetts Profit Corporation registered to transact business in New Hampshire on December 11, 1986.1 further

certify that all fees and documents required by the Secretary of State's office have been received and is in good standing as far as

this office is concerned.

Business ID: 104275

Certificate Number; 0007319226

yM-

IN TESTIMONY WHEREOF,

1 hereto set my hand and cause to be affixed

the Seal of the State of New Hampshire,

this 27th day of October A.D. 2025.

David M. Scanlan

Secretary of State

♦.Vi

VANASSE HANGEN BRUSTLIN, INC

Certificate of Vote

I, MaryAnn O'Leary, hereby certify that I am the duly elected Assistant Clerk of

Vanasse Hangen Brustlin, Inc.

I hereby certify the following is a true copy of a Vote taken at a meeting of the

Board of Directors of the Corporation, duly called and held on January 22, 2025,

at which a quorum of the Board was present and voting.

VOTED:

That David Fenstermacher is Managing Director for Vanasse Hangen Brustlin, Inc.

and is hereby authorized to execute any and all documents of every name and

nature, unlimited as to subject matter or dollar amount, in the name and on behalf

of Vanasse Hangen Brustlin, Inc. and to affix its corporate seal thereto, and any

such document so executed shall be valid and binding upon Vanasse Hangen

Brustlin, Inc.

\ hereby certify that said vote has not been amended or repealed and remains in

full force and effect as of this date, and that David Fenstermacher is Managing

Director for this Corporation.

ATTEST;

I « 1 "N I

Date: Jills' IMaJV A

A tant Clerks

(Corporate Seal)

A.CORD CERTIFICATE OF LIABILITY INSURANCE

DATE {MM/DD/YYYY)

12/15/2025

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES

JELOW. THIS CERTIFICATE OF INSUFIANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement, A statement on

this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).

PRODUCER

Brown & Brown Insurance Services, Inc.

107 Audubon Rd

VWketield 1/IA 01880

NAME*''^ Christopher A. Poole

/"aT^n'o EX.)- (^81) 245-5400 (781)245-5463

E-MAIL

ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC#

INSURER A; 'nsurance Company 20508

INSURED

Vanasse Hangen Brustlin, Inc.; VHB Engineering, Surveying, Land

scape Architecture & Geology PC.; VHB Engineering, NC, P.C.;

Vanasse Hangen Brustlin, LLC; VHB STV Northshore Joint Venture

P.O. 60x9151, Watertown MA 02471

INSURER B ■ American Casualty Company of Reading, Pennsylvania 20427

INSURER c ■ Specialty Insurance Company 37885

INSURER D • Continental Insurance Company 35289

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 2025 REVISION NUMBER:

INSR

LTR

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,

EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

ISDBRlOT DT

POLICY NUMBER

POLICY EFF

(MM/DD/YYYY)

POLICY EXP

(MM/DD/YYYY)TYPE OF INSURANCE INSD

COMMERCIAL GENERAL LIABILITY

OCCURCLAIMS-MADE X

Contractual Liab.

Blanket tAfeiver

GEN'L AGGREGATE LIMIT APPLIES PER:

I I LOCPOLICY I jEC-i

AUTOMOBILE LIABILITY

ANY AUTOX

OWNED

AUTOS ONLY

HIRED

AUTOS ONLY X

UMBRELLA LIAB

EXCESS LIAB

DED X

SCHEDULED

AUTOS

NON-OWNED

AUTOS ONLY

X OCCUR

CLAIMS-MADE

RETENTION $ 10,000

WORKERS COMPENSATION

AND EMPLOYERS* LIABILITY

ANY PROPRIETOR/PARTNER/EXECUTIVE

OFFICER/MEMBER EXCLUDED?

(Mandatory in NH)

If yes. describe under

DESCRIPTION OF OPERATIONS below

Arch/Eng Prof Llab.

IncI Pollution

6018141932

6018203376

6018203362

6017185236

DPR5045577

05/01/2025

07/19/2025

05/01/2026

07/19/2026

EACH OCCURRENCE

damage to rented

PREMISES (Ea occurrence)

MED EXP (Any one person)

PERSONAL &ADV INJURY

GEN ERAL AGO RE GAT E

PRODUCTS - COMP/OPAGG

Employee Benefits

COMBINED SINGLE LIMIT

(Ea accident)

BODILY INJURY (Per person)

BODILY INJURY (Per accident)

PROPERTY DAMAGE

(Per accident)

Medical Expense

EACH OCCURRENCE

X PER

STATUTE

OTH

E.L. EACH ACCIDENT

E.L. DISEASE - EA EMPLOYEE

E.L. DISEASE - POLICY LIMIT

Per Claim

Aggregate

1,000,000

10,000

1,000,000

2,000,000

$ 1,000,000

$ 5,000

14,000,000

1,000,000

5,000,000

DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required)

Project: Statewide Professional Survey Services 45308 On-Cail

New Hampshire Dept. of Transportation is included as additional insured per written contract under the general, auto, and umbrella liability policies subject to

same terms and conditions. Coverage is primary and non-contributory. Waiver of subrogation applies to indicated policies in favor of additional insured. 30

day notice of cancellation except 10 day notice for non-payment of premium. Professional Liability (errors and omissions) insurance coverage of not lessthan $2,000,000 in the aggregate. If coverage is claims made, the period to report claims shall extend tor not less than three years from the date of

substantial completion of the construction contract. No retention (deductible) shall be more than $75,000.

CERTIFlCATE HOLDER CANCELLATION

New Hampshire Dept. of Transportation

7 Hazen Drive, PC Box 483

Concord NH 03302-0483

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

ACORD 25 (2016/03)

The ACORD name and logo are registered marks of ACORD

Attachment A - Statewide On-Call Professional Survey Services 45308 ^

The State and the Contractor acknowledge that RSA Chapter 21-1 and Executive Order 14173 of

January 21, 2025, place prohibitions on DEI initiatives and activities. To the extent any provision

in this Contract conflicts with any applicable state or federal law, such provision is null and void.

Case records

Open case page

Docket: 2026-0001

Date	Record Text	Type	Party	PDF
January 7, 2026	Governor and Executive Council Agenda item PDF - 2026-01-07 - agenda 13, 13A Current page	Other		PDF