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First Amendment to Agreement

By and between
City of Nashua, NH and First Transit

An agreement was made by and between the City of Nashua, whose address is 229 Main Street,
Nashua, NH 03061 (“City”) and First Transit, whose address is 1020 Center Street, Suite 16
Horseheads, NY 14845 on the 5“ day of June 2019 (“Agreement”) .

WHEREAS, Section 5 of the Agreement set forth compensation; and,

WHEREAS, Section 30 of the Agreement provides that all amendments to the Agreement be in
writing and executed by both parties specified the City agrees to pay the Contractor a variable

cost only for hourly costs the Contractor incurs while operating the service at a rate as follows:

NOW THEREFORE, in consideration of the mutual promises herein, the parties hereby mutually
agree as follows:

1. Section 5 a. “Contracting Fee” of the Agreement shall be amended by deleting the
following language:

Variable Costs; Year 1 Year 2 Year 3 Year 4 Year 5
$ 28.90/hr $ 30.85/hr $32.29/nr = =96$ 33.69/hr = 35.33 /hr

and replacing it with this language:

Year | Year 2 Year 2 Year 3 Year 4 Year 5
Variable (7/1/20 — (12/1/20 ~
Costs; 11/30/20) 6/30/21)

$28.90/nr $30.85/r $33.82/rr $34.83/hr $35.96/hr $37.06/br

2. All other terms and conditions of the Agreement not changed by this or prior
amendment(s) remain in full force and effect.

Effective Date:

City of Nashua First Transit

P\ THE CITY OF NASHUA “The Cate City’

Administrative Services
Purchasing Department

October: 14, 2020
Memo #21-038

TO: Mayor Donchess
Finance Committee

SUBJECT: Riverfront Lighting Installation from Funding Source $407,781 in FY21 Escrow and $200,000 in
TIFF funding

Please see attached communications from Sarah Marchant, Community Development Divisional Director dated
September 28, 2020 for project specific details related to this purchase. Below please find a summary of the
purchase approval request:

ltem: Installation of Riverfront Lighting to include the Cotton Transfer Bridge and the North
side of the Riverfront Walk

Value: $607,781 ($104,439 for Cotton Transfer Bridge & $502,342 for Northside Walk)

Vendor: Guardian Energy Management

Department: 181 Community Development
Source Fund: 55699 Other Contracted Services, 81100 Capital Improvemenis,
53999 Other Professional Services

Ordinance: Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall
be purchased by formal, written contract from the lowest responsible bidder, after due notice
inviting bids.

A competitive bidding RFP for this project was issued on June 1, 2020 and the following bids were received:

Vendor Location Amount Note

Moulison Biddeford $1,370,000 Incomplete bid, did not submit all Addenda
ME

Dagle Electrical Construction Plaistow NH | $3,558,000

Guardian Energy Management Marlborough | $859,569

Systems MA

We recommend this bid to be awarded to Guardian Energy Management who is the lowest total cost vendor who
met the RFP specified requirements.

The Community Development Division and the Purchasing Department respectfully request your approval of this
contract.

Regards,

Kelly Parkinson
Purchasing Manager

Ce: J Graziano
S Marchant

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

. Community Development 589-3005
Cc ity of N ash ua Planning and Zoning 589-3090

. ~e Building Safety 589-3080
Community Development Division Code Enforcement 589-3100
City Hall, 229 Main Street, PO Box 2019 Cee orars mission 2RO.2108
Nashua, New Hampshire 03061-2019 Transportation 880-0100
WWw.nashuanh.gov FAX 589-3119

Date: September 28, 2020
To: Jim Donchess, Mayor
From: Sarah Marchant, Community Development Director

Re: Finance Committee — Installation of the Riverfront Lighting by Guardian Energy

The Downtown Riverfront Master Plan was approved in the fall of 2017 as the comprehensive
vision for Nashua’s downtown riverfront. Moving that plan forward, the City issued RFP 0365-
111918 and ultimately entered into contract with Lumen Studios to create a detailed lighting design
and electrical plan for the core downtown riverfront.

Working with Lumen Studios to elicit community feedback a quality, cost-effective, energy
efficient, and low-maintenance pedestrian scale lighting system was designed to connect the
community to their riverfront. Once installed, the lighting will provide improved public safety;
highlight the connectivity of trails, bridges, and walking paths; provide visual access to the river;
and illuminate the beauty and recreational opportunities of the river and its riverbanks.

Moving installation forward, the City issued a bid (IFB0285-070220) to complete a partial
installation of the lighting, focusing on the areas of the Riverfront that will not see substantial
modifications as part of the larger engineering and design project. Specifically the bid included
lighting for the Cotton Transfer bridge, the northern riverbank along the existing paved Riverwalk
trail (in front of Cotton Mill and the Greeley House) and Main Street bridge.

The City received three responses from Dagle Electrical Construction, Guardian Energy
Management and Moulison Heavy Electrical. The Moulison bid was disqualified as they did not
include all the required addenda.

Cotton Riverfront Main Street
Bid Responses Transfer Bridge Walkway Bridge Total
Dagle Electrical Construction $468,000 $2,428,000 $662,000 | $3,558,000
Guardian Energy
Management $105,439 $502,342 $251,788 | $859,569
Moulison Heavy Electrical* $195,000 $895,000 $280,000 | 51,370,000
* incomplete bid, did not submit all Addenda

Based on the lowest bid response, experience and qualifications the City entered into negotiations
with Guardian Energy Management to reduce the total scope to lower the overall cost of the project.
After clarifications of the project scope regarding access to electricity and removing the installation
of lighting on the Main Street Bridge the Community Development Division recommends awarding
the Riverfront Lighting Installation project to Guardian Energy Management for a final contract
price of $607,781, including $105,439 for the Cotton Transfer Bridge and $502,342 for the north
side of the riverfront walk.

Installation Schedule

Nashua Riverwalk Grid Board Timeline
Oct 16, 2020 - Jun 25, 2021 —

Name ~“ Start ~“ Finish Durati...

1 © Contract Signed 10/16/202C 10/16/2020 1 day
2 ©) _ Project Kickoff 1/4/2021 1/4/2021 1 day
3 © _ Confirm Bill of Materials for Fixture Orders 1/5/2021 1/22/2021 14 days
4 © Site Work - Kickoff & Mobilization 3/15/2021 3/15/2021 1 day
5 ©) Order Materials & Lead Time 2/1/2021 5/3/2021 66 days
6 O Installation of Conduit on Cotton Transfer Bridge 4/5/2021 4/9/2021 5 days
7 oO Installation of Lighting on Cotton Transfer Bridge and Demolition of existing lighting 4/12/2021 4/23/2021 10 days
8 ©) Installation of Conduit and Pole Bases West of EX-1 4/12/2021 4/23/2021 10 days
9 (©) Installation of Conduit and Pole Bases East of EX-1 4/26/2021 5/7/2021 10 days
io 6 Installation of Poles and Lights West of EX-1 and Demolition of Existing Lighting 4/26/2021 5/14/2021 15 days
11. ©) _ Installation of Poles and Lights East of EX-1 and Demolition of Existing Lighting 5/10/2021 5/28/2021 15 days
2- O System Start-up and Testing $/31/2021 6/1/2021 2 days
133. © © Punchlist 6/2/2021 6/18/2021 13 days
4 OO Project Closeout 6/21/2021 6/25/2021 5 days

Pricing

Item / Scope Price
Cotton Transfer Bridge $105,439
Riverfront Walkway $502,342
Main Street Bridge Not in Scope
Dated:
Signed:

Domenic Armano, President
Guardian Energy Management Solutions, LLC

420 NORTHBORO ROAD CENTRAL, MARLBOROUGH, MA 01752
PHONE 508-597-1333, WWW.GUARDIAN-ENERGY.COM

STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR

This agreement is made:

BETWEEN the OWNER:

And the CONTRACTOR:

For the following Project:

City of Nashua, New Hampshire
229 Main Street
Nashua, NH 03060-2019

Guardian Energy Management Solutions
420 Northboro Read Central
Marlborough, MA 01752

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

INSTALLATION OF OUTDOOR LIGHTING SYSTEMS FOR
NASHUA RIVERWALK. SCOPE INCLUDES COTTON
TRANSFER BRIDGE & RIVERFRONT WALKWAY AS PER
PLANS & SPECIFICATIONS.

ARTICLE 1 — THE CONTRACT DOCUMENTS

The CONTRACTOR shall complete the work described in the Contract Documents for this
project. The documents consist of:

1. This Agreement signed by the OWNER and CONTRACTOR, including the General
Terms and Conditions;

Scope of Work;

Awe wh

Agreement; and

Drawings and Specifications provided in the bid documents;

Payment and Performance Bonds, if applicable;

Insurance Certificate;

Written change orders for minor changes in the Work issued after execution of this

7. Fully Executed OWNER Purchase Order

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.

Page 1 of 12

In the event of a conflict between the terms of the Proposals and the terms of this Agreement, a
written change order and/or fully executed OWNER Purchase Order, the terms of this Agreement,
the written change order or the fully executed OWNER Purchase Order shall control over the
terms of the Proposals

ARTICLE 2 — WORK TO BE PERFORMED

Except as otherwise provided in this contract, CONTRACTOR 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.

ARTICLE 3 — PERIOD OF PERFORMANCE

CONTRACTOR shall perform and complete all work by SEPTEMBER 30, 2021 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. CONTRACTOR shall begin
performance upon receipt of an Executed Contract and a valid Purchase Order issued from the
City of Nashua.

ARTICLE 4 —- CONTRACT SUM

Subject to additions and deductions by Change Order, the OWNER shall pay CONTRACTOR,
in accordance with the Contract Documents, the Contract Sum of:

SIX HUNDRED SEVEN THOUSAND SEVEN HUNDRED EIGHTY-ONE DOLLARS AND
ZERO CENTS ($607,781.00)

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

ARTICLE 5 — INSURANCE AND INDEMNIFICATION

CONTRACTOR 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
ageregate;
> Motor Vehicle Liability: $1,000,000 Combined Single Limit;*Coverage must include all
owned, non-owned and hired vehicles; and
> Workers’ Compensation Coverage in compliance with the State of NH Statutes,
$100,000/$500,000/$100,000.

The parties agree that CONTRACTOR shall have the status of and shall perform all work under
this contract as an independent CONTRACTOR, maintaining control over all its consultants, sub
consultants, or subcontractor’s. The only contractual relationship created by this contract is
between the OWNER and CONTRACTOR, and nothing in this contract shall create any
contractual relationship between the OWNER and CONTRACTOR’s consultants, sub
consultants, or subcontractor’s. The parties also agree that CONTRACTOR is not an OWNER
employee and that there shall be no:

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i Bo ee

nM

Withholding of income taxes by the OWNER:
Industrial insurance coverage provided by the OWNER;

. Participation in group insurance plans which may be available to employees of the

OWNER;

Participation or contributions by either the independent CONTRACTOR or the OWNER
to the public employee’s retirement system;

Accumulation of vacation leave or sick leave provided by the OWNER;

Unemployment compensation coverage provided by the OWNER.

CONTRACTOR will provide the OWNER with certificates of insurance for coverage as listed
below and endorsements affecting coverage required by the contract within ten calendar days after
the OWNER issues the notice of award. The OWNER requires thirty days written notice of
cancellation or material change in coverage. The certificates and endorsements for each insurance
policy must be signed by a person authorized by the insurer and who is licensed by the State of
New Hampshire. General Liability and Auto Liability policies must name the OWNER as an
additional insured and reflect on the certificate of insurance. CONTRACTOR is responsible for
filing updated certificates of insurance with the OWNER's Risk Management Department during
the life of the contract.

>

>

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

The specified insurance requirements do not relieve CONTRACTOR of its
responsibilities or limit the amount of its liability to the OWNER or other persons, and
CONTRACTOR 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 OWNER
shall be called upon to contribute to a loss.

CONTRACTOR is responsible for and required to remedy all damage or loss to any
property, including property of the OWNER, caused in whole or part by CONTRACTOR
or anyone employed, directed, or supervised by CONTRACTOR.

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

CONTRACTOR is responsible for and required to remedy all damage or loss to any
property, including property of the OWNER, caused in whoie or part by CONTRACTOR
or anyone employed, directed, or supervised by CONTRACTOR.

Regardless of any coverage provided by any insurance, CONTRACTOR agrees to indemnify
and hold harmless the OWNER, 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 CONTRACTOR or of anyone acting under its direction or
control or on its behalf in connection with or incidental to the performance of this contract.
CONTRACTOR’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.

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General Terms and Conditions

ARTICLE 6 - GENERAL PROVISIONS

1.

The Contract represents the entire and mtegrated agreement between the parties and
supersedes prior negotiations, representations or agreements, either written or oral. The
Contract may be amended or modified only by a written modification.

The term “Work” means the construction and services required by the Contract Documents,
and include all other labor, materials, equipment and services provided by the
CONTRACTOR to fulfill the CONTRACTOR’s obligations.

The intent of the Contract Documents Is to include all items necessary for the proper
execution and completion of the Work by the CONTRACTOR. The Contract Documents
are complementary, and what is required by one shall be as binding as if required by all.

In the case of a discrepancy, calculated dimensions will govern over scaled dimensions,
Contract Drawings will govern over Standard Specifications, and Technical Specifications
will govern over both Contract Drawings and Standard Specifications. In the case of a
discrepancy between the Agreement and other Contract Documents, the more specific or
stringent obligation or requirement to the benefit of the OWNER shail take precedence.
The CONTRACTOR shall take no advantage of any apparent error or omission in the
Contract Drawings or Technical Specifications, and the Engineer will be permitted to make
such corrections and interpretations as may be deemed necessary to fulfill the intent of the
Contract Documents.

ARTICLE 7 —- OWNER

1.

Except for permits and fees, which are the responsibility of the CONTRACTOR under the
Contract Documents, the OWNER shall obtain and pay for other necessary approvals,
easements, assessments and charges.

If the CONTRACTOR fails to correct Work that is not in accordance with the Contract
Documents, the OWNER may direct the CONTRACTOR in writing to stop the Work
until the correction is made.

If the CONTRACTOR defaults or neglects to carry out the Work in accordance with the
Contract Documents and fails within a seven (7) day period after receipt of written notice
from the OWNER to correct such default or neglect with diligence and prompiness, the
OWNER may, without prejudice to other remedies, correct such deficiencies. In such
case, a Change Order shall be issued deducting the cost of correction from payments due
the CONTRACTOR.

The OWNER reserves the right to perform construction or operations related to the project
with the OWNER’s own forces, and to award separate contracts in connection with other
portions of the project.

The CONTRACTOR shall coordinate and cooperate with separate CONTRACTORs
employed by the OWNER.

Costs caused by delays or by improperly timed activities or defective construction shall be
borne by the responsible party.

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ARTICLE 8 - CONTRACTOR

1.

10.

11.

12,

Execution of the Contract by the CONTRACTOR is a representation that the
CONTRACTOR has visited the site, become familiar with local conditions under which
the Work is to be performed and correlated personal observations with requirements of the
Contract Documents.

The CONTRACTOR shall carefully study and compare the Contract Documents with
each other and with information furnished by the OWNER. Before commencing activities,
the CONTRACTOR shall: (1) take field measurements and verify field conditions; (2)
carefully compare this and other information known to the CONTRACTOR with the
Contract Documents; and (3) promptly report errors, inconsistencies or omissions
discovered to the OWNER.

Within ten (10) days of notification of award, and prior to commencement of work, the
CONTRACTOR shall obtain and forward to OWNER a Payment Bond and a
Performance Bond representing 100% of the contract work

The CONTRACTOR shall supervise and direct the Work, using the CONTRACTOR’s
best skill and attention. The CONTRACTOR shall be solely responsible for and have
control over construction means, methods, techniques, sequences and procedures, and for
coordinating all portions of the Work.

The CONTRACTOR, as soon as practicable after award of the Contract, shall furnish in
writing to the OWNER the names of subcontractors or suppliers for each portion of the
Work. The OWNER will promptly reply to the CONTRACTOR in writing if, after due
investigation, he has reasonable objection to the subcontractors or suppliers listed.

Unless otherwise provided in the Contract Documents, the CONTRACTOR shall provide
and pay for labor, materials, equipment, tools, utilities, transportation, and other facilities
and services necessary for proper execution and completion of the work.

The CONTRACTOR shall deliver, handle, store and install materials in accordance with
manufacturers’ instructions.

The CONTRACTOR warrants to the OWNER that (1) materials and equipment furnished
under the contract will be new and of good quality unless otherwise required or permitted
by the Contract Documents; (2) the Work will be free from defects not inherent in the
quality required or permitted; and (3) the Work will conform to the requirements of the
Contract Documents.

The CONTRACTOR shall pay sales, consumer, use and similar taxes that are legally
required when the Contract is executed.

The CONTRACTOR shall obtain and pay for the building permit and other permits and
governmental fees, licenses and inspections necessary for proper execution and completion
of the Work.

The CONTRACTOR shall comply with and give notices required by agencies having
jurisdiction over the Work. If the CONTRACTOR performs Work knowing it to be
contrary to laws, statutes, ordinances building codes, and rules and regulations without
notice to the OWNER, the CONTRACTOR shall assume full responsibility for such
Work and shall bear the attributable costs. The CONTRACTOR shall promptly notify the
OWNER in writing of any known inconsistencies in the Contract Documents with such
governmental laws, rules and regulations.

The CONTRACTOR shall promptly review, approve in writing and submit Shop
Drawings, Product Data, Samples and similar submittals required by the Contract
Documents. Shop Drawings, Product Data, Samples and similar submittals are not
Contract Documents.

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13.

14,

15.

16,

The CONTRACTOR shall confine operations at the site to areas permitted by law,
ordinances, permits, the Contract Documents and the OWNER.

The CONTRACTOR shall be responsible for cutting, fitting or patching required
completing the Work or to make its parts fit together properly.

The CONTRACTOR shail keep the premises and surrounding area free from
accumulation of debris and trash related to the Work.

Upen completion of WORK, CONTRACTOR warrants and guarantees to OWNER, for
one (1) year, and that all WORK was completed in accordance with the Contract
Documents and will not be defective. CONTRACTOR’s warranty and guarantee
hereunder excludes defects or damage caused by:

> Abuse, modification, or improper maintenance or operation by persons other than
CONTRACTOR, subcontractors, suppliers, or any other individual or entity for
whom CONTRACTOR is responsible; or

> Normal wear and tear under normal usage.

ARTICLE 9 —- CHANGES IN THE WORK

1.

After execution of the Contract, changes in the Work may be accomplished by Change
Order or by order for a minor change in the Work. The OWNER, without invalidating the
Contract, may order changes in the Work within the general scope of the Contract
consisting of additions, deletions or other revisions, the Contract Sum and Contract Time
being adjusted accordingly.

A Change Order shall be a written order to the CONTRACTOR signed by the OWNER
to change the Work, Contract Sum or Contract Time.

Change Order requests must include material and equipment cost plus labor with a profit
margin of no more than 10%. Change Orders may require approval by the Board of
Aldermen and the OWNER’s Finance Committee vote prior to proceeding.

The OWNER will have authority to order minor changes in the Work not involving
changes in the Contract Sum or the Contract Time and not inconsistent with the intent of
the Contract Documents. Such changes shall be written orders and shall be binding on the
OWNER and CONTRACTOR. The CONTRACTOR shall carry out such written orders
promptly.

If concealed or unknown physical conditions are encountered at the site that differ
materially from those indicated in the Contract Documents or from those conditions
ordinarily found to exist, the Contract Sum and Contract Time shall be subject to equitable
adjustment following authorization of the OWNER to the charges.

ARTICLE 10 — TEME

_

Time limits stated in the Contract Documents are of the essence to the Contract.

If the CONTRACTOR is delayed at any time in progress of the Work by changes ordered
in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties
or other causes beyond the CONTRACTOR?’s control, the Contract Time shall be
extended by Change Order for such reasonable time as may be determined.

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