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NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Professional Engineer agrees to the following terms. Professional
Engineer will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Professional Engineer agrees to take affirmative action to employ,
advance in employment, or to otherwise treat qualified, handicapped individuals without
discrimination based upon physical or mental handicap in all employment practices, including but
not limited to the following: employment, upgrading, demotion, transfer, recruitment,
advertising, layoff, termination, rates of pay, or other forms of compensation and selection for
training, including apprenticeship.

Without limitation of the foregoing, Professional Engineer's attention is directed to “Title
41”Public Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to
Public Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal
Employment, Department of Labor” which, by this reference, is incorporated in this contract.

Professional Engineer agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of
work, and obligation of Professional Engineer under this contract.

In connection with the performance of work under this contract, Professional Engineer agrees not
to discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoif or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Professional Engineer agrees, if applicable, to insert these provisions in all subcontracts, except
for subcontracts for standard commercial supplies or raw materials. Any violation of any
applicable provision by Professional Engineer shall constitute a material breach of the contract.

ENDORSEMENT Professional Engineer shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared
by Professional Engineer or under its direction as required under the laws of the State of New
Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Engineer shall not
assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City of Nashua. Any such assignment, transfer,
delegation, or subcontracting without the prior written consent of the City of Nashua is void. Any
consent of the City of Nashua to any assignment, transfer, delegation, or subcontracting shall only
apply to the incidents expressed and provided for in the written consent and shall not be deemed
to be a consent to any subsequent assignment, transfer, delegation, or subcontracting. Any such
assignment, transfer, delegation, or subcontract shall require compliance with or shall incorporate
all terms and conditions set forth in this agreement, including all incorporated Exhibits and
written amendments or modifications. Subject to the foregoing provisions, the contract inures to
the benefit of, and is binding upon, the successors and assigns of the parties.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Professional Engineer related to this contract shall be subject to
inspection, examination and audit by the City of Nashua, including, but not limited to, the
contracting agency, the Board of Public Works, Corporation Counsel, and, if applicable, the
Comptroller General of the United States, or any authorized representative of those entities.

GC 8 of 11

20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or

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other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional
Engineer in the performance of its obligations under this contract shall be the exclusive property
of the City of Nashua and all such materials shall be remitted and delivered, at Professional
Engineer's expense, by Professional Engineer to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Professional Engineer, any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional
Engineer in the performance of its obligations under this contract must be retained by
Professional Engineer for a minimum of four years after final payment is made and all other
pending matters are closed. If, at any time during the retention period, the City of Nashua, in
writing, requests any or all of the materials, then Professional Engineer shall promptly remit and
deliver the materials, at Professional Engineer's expense, to the City of Nashua. Professional
Engineer shall not use, willingly allow or cause to have such materials used for any purpose other
than the performance of Professional Engineer's obligations under this contract without the prior
written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Engineer expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Professional
Engineer (including those remitted to the City of Nashua by Professional Engineer pursuant to
paragraph 20), unless designated as confidential by a specific statue of the State of New
Hampshire, shall be treated as public records and shall be available for inspection and copying by
any person, or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Professional Engineer in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Professional Engineer. The City of Nashua shall have the right to reproduce any
such materials,

Professional Engineer expressly and indefinitely waives all of its rights to bring, including but not
limited to, by way of complaint, interpleader, intervention, or any third party practice, any claims,
demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Professional Engineer
agrees to indemnify, to defend, and to hold harmless the City of Nashua, its representatives, and
employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether nghtful or otherwise, that any material
prepared by or supplied to Professional Engineer infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Engineer infringes any patent.

Professional Engineer shall have the right, in order to avoid such claims or actions, to substitute at
its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

GC 9 of 1

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FINAL ACCEPTANCE Upon completion of all work under the contract, Professional Engimeer
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Professional Engineer in writing that the whole of the work was
completed on the date indicated in the notice or provide Professional Engineer with a written Hist
of work not completed. ‘With respect to work listed by the City of Nashua as incomplete,
Professional Engineer shall promptly complete the work and the final acceptance procedure shall
be repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon
which the Board of Public Works or other designated official accepts and approves the notice of
completion.

TAXES Professional Engineer shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Professional Engineer hereby indemnifies and holds harmless the City of Nashua
from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract
shall be considered waived by the City of Nashua. There shall be no waiver of any past or future
default, breach, or modification of any of the terms and conditions of the contract unless
expressly stipulated to by the City of Nashua in a written waiver,

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Professional Engineer shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this
contract. Professional Engineer warrants that no officer or employee of the City of Nashua has
any direct or indirect interest, whether contractual, noncontractual, financial or otherwise, i this
contract or in the business of Professional Engineer. If any such interest comes to the attention of
Professional Engineer at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Professional Engineer also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed under
this contract. Professional Engineer further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict
exists and was not disclosed to the City of Nashua, it may terminate the contract at will or for
cause in accordance with paragraph 8.

In the event Professional Engineer (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a crime involving a public official arising out or in connection
with the procurement of work to be done or payments to be made under this contract, City of
Nashua may terminate the contract at will or for cause in accordance with paragraph 8. Upon
termination, Professional Engineer shall refund to the City of Nashua any profits realized under
this contract, and Professional Engineer shail be liable to the City of Nashua for any costs
incurred by the City of Nashua in completing the work described in this contract. At the
discretion of the City of Nashua, these sanctions shall also be applicable to any such conviction
obtained after the expiration or completion of the contract.

Professional Engineer warrants that no gratuities (including, but not limited to, entertainment or

gifts) were offered or given by Professional Engineer to any officer or employee of the City of
Nashua with a view toward securing a contract or securing favorabie treatment with respect to the

GC 10 of 11

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awarding or amending or making of any determinations with respect to the performance of this
contract. If City of Nashua determines that such gratuities were or offered or given, it may
terminate the contract at will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Professional Engineer,
including any of their respective agents or employees, shall not be liable to third parties for any
act or omission of the other party. This contract is not intended to create any nghts, powers, or
interest In any third party and this agreement is entered into for the exclusive benefit of the City
of Nashua and Professional Engineer.

SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by their
nature survive termination or completion of this contract shall remain in full force and effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity
or unenforceability of any particular provision of this contract shall not affect any other provision,
the contract shall be construed as if such invalid or unenforceable provisions were omitted, and
the parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying
the invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Professional Engineer. The parties shall not be bound
by or be liable for any statement, representation, promise, inducement, or understanding of any
kind or nature not set forth in this contract. No changes, amendments, or modifications of any
terms or conditions of the contract shall be valid unless reduced to writing and signed by both
parties.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the
State of New Hampshire and any claim or action brought relating to this contract, the work
performed or contracted to be performed thereunder, or referable in anyway thereto shall be
brought in Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in
the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC Hof 11

Hayner/Swanseon, inc.
Civil Engineers/Land Surveyors

EXHIBIT B
January 15, 2020

Ms, Lisa Fauteux
Director of Public Works
9 Riverside Street
Nashua, NH 03062

Dear Ms, Fauteux:

Hayner/Swanson, Inc. (HS) is pleased to submit this proposal to provide professional services in
support of the City of Nashua’s paving program. Consistent with the services we have provided
in an earlier contract, this work will be performed as an extension of the City Engineering
Department.

We note that the term of our most recent contract was established to run through December 29,
2019. We project that remaining budget for that contract will provide for our services through

the end of February 2020.

The term of this proposed contract wili be from March 1, 2020 through December 1, 2020. It is
anticipated that the extent to which support will be needed during winter 2020/2021 will be

assessed in Fail 2020.

In this highly integrated effort, coordination and construction administration will be staffed by
both City staff and HSI personnel,

We understand that the services to be provided on the paving program will be varied and will
include management, adrninistration and construction observation. At times, we will be directly
responsible for tasks. At other times, we will work in direct support of City staff, Our
commitment to flexibility and to consistent and clear communication with the City will continue
to be a key element in this program.

We understand that our responsibilities may be adjusted by the City based upon the specific
needs and workload of the City staff. We anticipate that tasks which we may be called upon to

undertake include:
@ Overall coordination related to programming and scheduling project work

e Coordination with Stantec as they work to update their pavement condition database
« Coordination with privately owned utilities in advance of and during construction

3 Congress St. Nashua, NH 03062-3301 +» (603) 883-2057 /5057 (fax) « www hayner-swanson.com

* Review of existing conditions to identify issues such as existing driveway or walk
puddles, and utility concerns

e Assistance during construction start-up including kick-off meetings and establishment of
working and reporting practices with contractors

e Construction observation including measuring and iracking quantities, as well. as
preparation of comprehensive daily reports

e Supervision of the construction observation effort, whether performed by HSI or by City
staff

¢ Compilation of project records

¢ Administration and support of construction contract closeout process

¢ Additional oversight, recordkeeping and coordination with NHDOT/FHWA as required
for the remaining Federally funded contract

In performing these services, we understand that our efforts will always be as directed by the
City Engineer. At times, we may perform services which the City’s standard General Conditions
for construction contracts assign to the “Engineer”. We note that performing these duties will
not bestow upon us the role and responsibilities of “Engineer” as may be defined in contracts
with construction contractors.

HSI will not be given the authority to stop the Contractor’s work, nor to order the Contractor to
perform work beyond contract limits. Ifso directed by the City Engineer, we will deliver such
orders on the Engineer’s behalf.

On occasions when City staff may be working under the direst supervision of HSI, we
understand that the City staff will perform work with a standard of care equal to or exceeding the
standard we require of our own staff. City staff working under our supervision on construction
sites will be expected to always wear appropriate safety equipment and maintain detailed
records.

We understand that it is the City’s desire to establish a budget for HSI’s services which will be
performed as directed by the City Engineer. On a monthly basis, we will prepare a report on the
status of our overall budget and submit the report with our invoice. We anticipate that as work
progresses, the specific tasks we work on will vary dependent upon the workload of City staff, as
well as the budget remaining for our support.

We anticipate that our work will fall under four categories:

i. Principal Level: Work under this category will be administrative and supervisory
support. We anticipate that these services will primarily be provided by John Vancor,
P.E. and Paul Hayner, P.E.

2. Engineering and Construction Manager: Work under this category will include utility
coordination, review of technical concerns, review of payment requisitions, resolution of
disputes and preparation of possible change order documentation, preparation of bid

documents and contract coordination with contractors. We anticipate that these services
will primarily be provided by Scott Murphy, P.E, and Ray Gelinas,

3. Construction Observation and Technical Support: Work under this category will include
field and office work directly associated with construction observation, as well as plan

preparation. We will assign Dan Brown and Denis Hayner to the field effort and will
supplement Dan and Denis’s services with other staff, including Ethan Beals and Steve
Auger, as workload demands.

4. Administrative Support: Work under this category includes administrative efforts
including compilation of records and preparation of documents. This work will be

performed by Karen Blake.

As a basis for establishing the budget for the 2020 construction season, we have estimated work
effort by each category.

Principal Level

Estimate § hours/week for 39 weeks = 312 hours
312 hours x $170/hour = $53,040
Enemeering and Construction Manager
Estimate 12 hours/week for 39 weeks = 468 hours
468 hours x $135*/hour = $63,180
“Composite rate used
Construction Observation Support/Coordination
Estimate 75 hours/week for 39 weeks = 2,925 hours
2,925 hours x $95*/hour : $277,875
*Composite rate used
Administrative Support
Estimate 1 hours/week for 39 weeks = 39 hours
39 hours x $65/hour $2,535
Total Labor Budget = $396,630
Allowance for Expenses = 51,600
Program Budget $398,230

We understand that the actual work performed will be as directed and that the split of work
between categories may vary significantly. We also understand that actual work performed will
be only as directed and may be less than the budget presented.

We propose to provide the services described herein in accordance with the same terms and
conditions used in our current contract to provide similar services.

If you have any questions or comments regarding this proposal, please contact me.

APPROVED BY:

Bed

Mayor C. Vanecor, PE.

THE CITY OF NASHUA “The Cate Cty’

Administrative Services

Purchasing Department

April 30, 2020
Memo #20-103

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: PRIMARY TANK UPGRADE — CHANGE ORDER 4 (VALUE: $49,336)

DEPARTMENT: 169 WASTEWATER; FUND: WERF AND SRF LOAN
Please see the attached communication from David L. Boucher, Superintendent Wastewater Department
dated April 23, 2020 for the information related to this contract.
Pursuant to § 5-78 Major purchases (greater than $10,600) 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 fram the lowest responsible bidder, after due notice inviting bids.
The Superintendent Wastewater Department, the Board of Public Works (April 23, 2020 meeting) and the
Purchasing Department recommend this change order in the amount $49,336 to Methuen Construction,

of Plaistow, NH.

Respectfully,

Dan Kooken
Purchasing Manager

Ce: D Boucher L Fautuex

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

To:

From:

Re:

B. Motion:

Attachment:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: April 23, 2020

David L. Boucher, Superintendent
Wastewater Department

Primary Tank Upgrade Project - CO4

To approve Change Order #4 to the contract with Methuen Construction in an amount of
349,335 for the construction of upgrades to the primary tanks at the Wastewater
Treatment Facility. Funding will be through Department: 169 Wastewater; Fund: WERF
and SRF Loan; Activity: Primary Upgrade Project.

Change Order #4

The Nashua Wastewater Treatment Facility is undergoing an upgrade of its primary
tanks. Methuen Construction was awarded the contract in the amount of $3,629,340.
Change order 1 was for using the preferred chain and flight manufacturer in the amount
of $20,000 to bring the contract amount to $3,649,340. Change order 2 was for an
increase in the Davis Bacon wage rates for electricians in the New Year in the amount of
$4,978.31. Change order 3 was for changing the primary gallery exhaust fan to a 2 starter
fan in the amount of $3,483.78. The new contract amount is currently $3,657,802.09.

This change order is for 3 items: 1) additional work with coating the existing weirs in the
thickened primary sludge tanks. The existing weirs are rusting and should be cleaned and
coated with new epoxy paint prior to installing new fiber glass weirs. 2) Some additional
costs incurred by the Contractor’s earth sub when it was decided to move the electrical
building to the north to keep away from an underground electric duct bank. 3) Upgrade
the PLC processor in the new electric building. The total of these items comes to
$49,335. The new contract amount following this change order comes to $3,727,146.09,