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R-17-092

RESOLUTION

AUTHORIZING THE MAYOR AND CITY TREASURER TO ISSUE BONDS NOT TO
EXCEED THE AMOUNT OF THIRTY-SEVEN MILLION FIVE HUNDRED
THOUSAND DOLLARS ($37,500,000) TO FUND A MULTI-YEAR PAVING PROJECT

CITY OF NASHUA

in the Year Two Thousand and Seventeen

RESOLVED by the Board of Aldermen of the City of Nashua that the Mayor of the City
of Nashua and the City Treasurer of the City of Nashua are hereby authorized to issue and sell
general obligation bonds of the City in an aggregate principal not to exceed thirty-seven million
five hundred thousand dollars ($37,500,000). The proceeds of said bonds shall be used for a
multi-year paving project. The useful life of the project is 15 years.

Pursuant to Nashua City Charter §54-a, this resolution requires a “duly advertised public
hearing.” Also see N.H. RSA 33:9, which requires a 2/3 vote for passage of this resolution.

The bonds shall be general obligations of the City of Nashua, payable as to principal and
interest from ad valorem taxes, which will be levied without limitation as to rate or amount on all
taxable property within the territorial limits of the City of Nashua.

The bonds shall bear the manual or facsimile signature of the City Treasurer and the
Mayor. In accordance with Chapter 91 of the New Hampshire Acts of 2005, bonds issued
pursuant to this resolution shall not require an authenticating certificate of a bank or trust
company doing business in the State of New Hampshire or The Commonwealth of
Massachusetts, or the Commissioner of Revenue Administration.

The bonds are to be issued in fully-registered form by means of a book-entry system or
otherwise and shall have such terms and conditions and be in such form, subject to the provisions
of this resolution and applicable law, as shall be determined by the Mayor and the City

Treasurer,

RESOLVED FURTHER, that the Mayor is authorized to enter into the required
contracts therefor as well as any amendments to be made thereto or any other documentation

necessary for the receipt of said funds.

LEGISLATIVE YEAR 2017

RESOLUTION: R-17-092
PURPOSE: Authorizing the Mayor and City Treasurer to issue bonds not

to exceed the amount of thirty-seven million five hundred
thousand dollars ($37,500,000) to fund a multi-year paving

project
SPONSOR(S): Mayor Jim Donchess
Alderman-at-Large David W. Deane
Alderman Ken Siegel
COMMITTEE
ASSIGNMENT:
FISCAL NOTE: Bonds will be issued over a period of years depending on the

annual status of the paving project. The first bond is anticipated to
be sold in FY18 with the first payment beginning in FY19.
Estimated interest rates are 3.5% - 4.0%. Each bond issued will be
in an amount not to exceed $7,500,000 for a total of $37,500,000.
Each bond will have a fifteen year term. Total bond payments are
estimated at $48,600,000 including interests. Bond payments are
anticipated to be made through the Special Road and Highway
Fund.

ANALYSIS

This resolution authorizes the Mayor and the City Treasurer to issue and sell general obligation
bonds of the City in an aggregate principal amount not to exceed $37,500,000 to fund a multi-
year paving project. The Division of Public Works has provided the following additional
information: The project will implement various pavement treatment and repair methods
including routine maintenance, preventative maintenance, structural improvement and base
rehabilitation, The project also includes work related to periodic pavement condition surveys,
analyses and reporting, management system updating, bidding documents, construction quality
control and material testing. The paving program followed by needed general maintenance
would extend the life of the road network by 20 years.

Pursuant to Nashua City Charter §54-a, this resolution requires a “duly advertised public
hearing”. Also see NH RSA 33:9, which requires a 2/3 vote for passage of this resolution.

This legislation should be referred to the Board of Public Works for its review and approval.

IN WITNESS WHEREOF, this instrument is executed in counterparts, each one of which shall be deemed
an original this day of , 20

ATTEST:
(PRINCIPAL)
BY:
(Principal) Secretary
BY:
(ADDRESS)
BY:
Witness as to Principal
(ADDRESS)
(SURETY)
ATTEST: BY:
(ATTORNEY in FACT)
BY:
Witness to Surety (ADDRESS)

NOTE: Date of BOND must not be prior to date of Contract.
If CONTRACTOR is partnership, all partners should execute BOND.

IMPORTANT: Surety companies executing BONDS must appear on the Treasury Department's most current list (Circular
570 as amended) and be authorized to transact business in the State of New Hampshire.

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RESOLUTION R-17-092

Approved as to account WO Division
By: f

structure, numbers and V

amount:
Approved as to form: Office of Corporation Counsel

By: Dowrten G bast a.

Date: Haag PA, Fo [

CONTRACT FOR PROFESSIONAL SERVICES

ASSET/PAVEMENT MANAGEMENT SERVICES

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019
AND

STANTEC CONSULTING, INC
and its successors, transferees and assignees (together “Professional Engineer’’)
NAME AND TITLE OF PROFESSIONAL ENGINEER

5 BURLINGTON WOODS DRIVE, SUITE 210, BURLINGTON, MA 01803-4511
ADDRESS OF PROFESSIONAL ENGINEER

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

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

WHEREAS, Professional Engineer represents they are duly qualified, equipped, staffed, ready,
willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as
follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and
are made part of this contract:

Exhibit A--General Conditions for Contracts
Exhibit B--Scope of Services, Contract Time, Fee Schedule

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents which
are not listed in this Article are not part of the Contract.

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

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Professional Engineer shall

furnish all services, equipment, and materials and shall perform all operations necessary and required to
carry out and perform in accordance with the terms and conditions of the contract the work described.

AG 1 of3

3. PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work within the
time periods set forth and may only be altered by the parties by a written agreement to extend the period
of performance or by termination in accordance with the terms of the contract. Professional Engineer shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City
of Nashua.

4. COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to exceed
FIFTY THOUSAND DOLLARS ($ 50,000.00)

which, unless otherwise provided in this contract, shall be paid in accordance with the provisions of
Exhibit B or unless Professional Engineer has received a written exemption from the City of Nashua.
Professional Engineer shall submit monthly requests for payment for services performed under this
agreement directly to

City of Nashua

Attn: Accounts Payable
PO Box 2019

Nashua, NH 03061-2019
Atten:

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

Requests for payment shall be submitted no later than fifteen (15) days after the end of each month and
must include a detailed summary of the expenditures reported in a form that supports the approved
budget. Specifically, Professional Engineer agrees to provide the following with each request for
payment:

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

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

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

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

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract

shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage
prepaid, and registered or certified, and shall be addressed to:

AG 2 of 3

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Division of Public Works, Engineering
9 Riverside Street
Nashua, NH 03062

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

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

City of Nashua, NH (signature) (signature)

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

Date Date

AG 3 of 3

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA COOPERATION

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

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

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General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Professional Engineer”, and its
successors, transferees and assignees (together “Professional Engineer”) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors
PROFESSIONAL ENGINEER STATUS The parties agree that Professional Engineer shall have the
status of and shall perform all work under this contract as a Professional Engineer, maintaining
control over all its consuitants, sub consultants, contractors, or subcontractors. The only
contractual relationship created by this contract is between the City of Nashua and Professional
Engineer, and nothing in this contract shall create any contractual relationship between the City
of Nashua and Professional Engineer's consultants, sub consultants, contractors, or
subcontractors. The parties also agree that Professional Engineer is not a City of Nashua
employee and that there shall be no:

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

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

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

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

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

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

STANDARD OF CARE Professional Engineer shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Professional Engineer warrants that all work shall be performed with the degree of
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. It shall be the duty
of Professional Engineer to assure at its own expense that all work is in conformance with the
preceding sentence and is in conformance with all applicable federal, state, and local laws,
statutes, regulations, ordinances, orders, or other requirements. In addition to all other rights
which the City of Nashua may have, Professional Engineer shall, at its own expense and without
additional compensation, re-perform work to correct or revise any deficiencies, omissions, or
errors in the work or the product of the work or which result from Professional Engineer's failure
to perform in accordance with this standard of care. Any approval by the City of Nashua of any
products or services furnished or used by Professional Engineer shall not in any way relieve
Professional Engineer of the responsibility for professional and technical accuracy and adequacy
of its work. City of Nashua review, approval, or acceptance of, or payment for any of
Professional Engineer's work under this contract shall not operate as a waiver of any of the City
of Nashua's rights or causes of action under this contract, and Professional Engineer shall be and
remain liable in accordance with the terms of the contract and applicable law.

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

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4. CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by
Professional Engineer, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

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

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

Except as provided in this paragraph, Professional Engineer shall implement no change unless the
City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract’ shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, in its sole discretion, determines that time is
critical or public health and safety are of concern. Any verbal approval shall be confirmed in
writing as soon as practicable. Any change undertaken without prior City of Nashua approval
shall not be compensated and is, at the City of Nashua's election, sufficient reason for contract
termination.

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Professional Engineer in the performance of its work under this contract and that such
personnel will be available to Professional Engineer for consultation at reasonable times and after
being given sufficient advance notice that will prevent conflict with their other responsibilities.
The City of Nashua also agrees to provide Professional Engineer with access to City of Nashua
records in a reasonable time and manner and to schedule items that require action by the Board of
Public Works and Finance Committee in a timely manner. The City of Nashua and Professional
Engineer also agree to attend all meetings called by the City of Nashua or Professional Engineer
to discuss the work under the Contract, and that Professional Engineer may elect to conduct and
record such meetings and shall later distribute prepared minutes of the meeting to the City of
Nashua.

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

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