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16. NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,

17.

18.

19.

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,
layoff 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

2,

other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (¢.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 pérson, or ahy 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 rightful 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 § of 11

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25.

26.

FINAL ACCEPTANCE Upon completion of all work under the contract, Professional Engineer
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 list
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, in 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 shall 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 favorable treatment with respect to the

GC 10 of 11

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30.

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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 rights, 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 ll of 11

March 11, 2019

EXHIBIT B: SCOPE OF WORK

I. Prepare Preliminary Design Report for Screening Upgrade at Wet Weather Flows
Facility
A. Preliminary workshop. ENGINEER shall attend a preliminary workshop with

OWNER to review the work plan for the upgrade project, and solicit input on key
issues, ancillary improvements, and potential site visits to inspect existing
installations. Brainstorm on options, and identify the preferred alternatives for
detailed evaluation.

Develop base plans and collect site data. ENGINEER shall develop base plans
for construction documents using existing record drawing information
supplemented by detailed field measurements. This will primarily focus on the
depth and dimensions of the wet weather diversion structure, influent channels,
and influent wet well. Assume | site visit for field measurements by ENGINEER
with 2-person team.

Prepare and Issue Technical Memorandum (TM)

1. Evaluate design requirements for screens, including modifications to
existing influent channel and first floor level. Evaluate suitable
manufacturers and secure initial budgetary quotes.

a. Arrange and attend up to 1 days of field trips with OWNER staff to
comparable mstallations. Budget for up to 1 OWNER staff and 1
ENGINEER staff for flight and overnight accommodations related
to site visits. ENGINEER shall prepare TM summarizing findings
of site visit(s).

2. Evaluate modifications to existing wash press installation to account for
new screens and improve overall reliability.

3. Evaluate modifications to monorail system to account for new screens.

4, Evaluate options to improve access to influent channel level from first

floor including ladders, safety davit crane for personnel removal, and

supplemental ventilation.

5. Each of the ENGINEER’s building design disciplines shall inspect
existing facilities and prepare TM’s summarizing the anticipated
improvements as follows:

a. Architectural issues will be limited to requirements for allowing
the screens to be installed through roof either through temporary
opening and repair to roofing or through new permanent hatch.
Summarize findings in draft TM.

Page 1 of 4

March 11, 2019

b. ENGINEER’s structural division shall evaluate the necessary
concrete modifications to allow installation of new screen in
existing influent channels. Summarize findings in draft TM.

c. ENGINEER’s instrumentation division shall summarize the
existing control system and recommended modifications associated
with new screen installation in draft TM.

d. ENGINEER’ s electrical division will summarize the existing
electrical gear and recommended modifications associated with
new screen installation in draft TM.

e. ENGINEER does not expect there to be a need for Civil or
Mechanical division specific TMs. Minor upgrades associated with
these divisions shall be included in other TMs within the PDR.

ENGINEER will hold two progress meetings to discuss draft TM and site

visits. Input from meetings shall be incorporated into updated TM’s.

ENGINEER shall finalize TM’s based upon input from the City and

include in the Preliminary Design Report.

Prepare draft Preliminary Design Report (PDR) and drawings.

1,

Prepare draft Preliminary Design Report (PDR) that includes all technical
memorandums, final design criteria, preliminary drawings and outline
specifications.

Advise OWNER if additional reports, data or other information or services
are necessary and assist OWNER in obtaining such reports, data or other
information and services.

Prepare preliminary construction cost estimate

1.

Based on the information contained in the Preliminary Design documents,
submit to OWNER a Construction Cost Estimate.

Finalize Preliminary Design Report (PDR)

1.

Submit a draft of the Preliminary Design document to, and meet to review
with OWNER.

Receive OWNER comments and provide written response to all comments
to satisfaction of OWNER. Submit final Preliminary Design documents to
DIVISION for review.

The draft preliminary design report shall be submitted within 45 days of
receiving authorization to proceed. Assume OWNER completes review
and issues authorization to proceed with final design within 14 days of
receiving draft preliminary design report.

Page 2 of 4

March 11, 2019

Il. Final Design for Final Design for Wet Weather Facility Screening Upgrade.

A. Permitting, Codes, Regulatory Buy-in. Discuss and obtain permissions from
DIVISION for any sole-sourcing of equipment on the project.

B. 90% Completion Plans, Contract Documents and Cost Estimates. Based on
an agreed upon preliminary design documents for the screen upgrade and
appurtenances, ENGINEER shall proceed with the 90% design plans,
specifications, and bidding documents as well as to prepare an updated estimate
of construction cost. Submit two (2) full-size copies of these plans, specifications
and bidding documents to OWNER for review and comment, plus one (1) 11x17
and an electronic PDF copy of all documents. Advise OWNER of any
adjustments to the Construction Cost Estimate as a result of changes in scope of
the Project. Hold a review meeting to discuss issues requiring OWNER input.

1, Submit 90% plans, contract documents and cost estimate with 60 days of
receiving authorization to proceed with final design.
2. Assume OWNER completes review and provides comments within 14

days of receiving 90% submittal.

C. 95% Completion Plans, Contract Documents and Cost Estimates. Following
the review meeting, ENGINEER shall proceed with the 95% design plans,
specifications, and bidding documents. Submit two (2) full-size copies of these
plans, specifications and bidding documents to OWNER (plus reduced size
(11x17) plans and an electronic PDF copy of all documents) and one (1) full-size
copy to the DIVISION for their review. Advise OWNER of any adjustments to
the Construction Cost Estimate as a result of changes in scope of the Project.

1. All written comments from DIVISION shall be incorporated into the
documents with a written response on how it was addressed.

2. Meet with OWNER to discuss OWNER and DIVISION comments on
95% documents and provide written response to all comments received to
the satisfaction of the OWNER.

3. Prepare 95% plans, contract docuements and cost estimate within 15 days
of receiving comments from OWNER on 90% submittal.

Page 3 of 4

Attachment A

Fee Summary Sheet

Wi.

March 11, 2019

D. Final Plans, Contract Documents and Cost Estimates

Upon the OWNER’s and DIVISION’s acceptance of the 95% plans and contract
documents as adequately completed, and receipt of any comments to be
addressed, the ENGINEER shall prepare the final, bid-ready design plans,
specifications and estimates for construction costs, revised to address the
comments from the draft reviews. The submittal shall be ready to be advertised
for construction bidding and shall include a schedule for the bidding and
construction process.

1.

The final, bid-ready plans and contract documents shall be completed
within 15 days of receiving all comments from OWNER and DIVISION.

2. Assuming OWNER and DIVISION complete the review of the 95%
documents within 14 days, and comply with all previous review periods,
the overall time frame from authorization to proceed with preliminary
design to submittal of the final, bid-ready documents shall be 180 days.

Bidding Phase Services

Assistance in securing construction bids, preparing bid tabulation and analysis of bids,
and recommendation regarding award of contract. A copy of the bid analysis will be
furnished to the DIVISION.

l.

oo

10.

Make such revisions to the construction Contract Documents as may be
necessary to comply with Federal, State or OWNER requirements.
Assume OWNER to be responsible for advertising for bids for the
construction contract in appropriate newspapers and with the usual
construction industry bidding information services.

Print and provide bidding documents to the OWNER. Assume three (3)
full-size copies of the Contract Documents and the plans shall be
provided, plus one reduced size (11x17) set. An electronic PDF version of
all documents shall also be submitted to OWNER.

Provide electronic plan room for distribution of bidding documents in
electronic PDF format to interested contractors and suppliers.

Respond to bidders’ questions.

Prepare for and attend one pre-bid conference. Notify bidders of the
conference.

Prepare any required addenda to the bid documents. Assume 2 addenda.
Review all bids and prepare bid tabulation.

Review the qualifications of the apparent low bidder(s) and compliance
with other contract requirements. Report on the results of the reviews and
issue a Recommendation for Award.

The length of the Bidding Phase is assumed to be 28 days.

Page 4 of 4

(es ) THE CITY OF NASHUA “The Cate City’

Financtal Services

Purchasing Department

March 14, 2019
Memo #19-128

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CASELLA RECYCLING LLC CONTRACT CHANGE ORDER #1 (VALUE: $120,000)
DEPARTMENT: 168 SOLID WASTE; FUND: SOLID WASTE

Please see the attached communication from Jeff Lafleur, Solid Waste Department Superintendent dated
March 8, 2019 for the information related to this contract.

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.
This funding is contingent upon the approval of a supplemental appropriation for these funds.

The Solid Waste Department Superintendent, Board of Public Works (March 7, 2019 meeting) and the

Purchasing Department recommend the approval of this change order in an amount of $120,000 to
Casella Recycling LLC of Charlestown, MA.

Respectfully,
LA

Dan Kooken
Purchasing Manager

Ce: J Lafleur L Fauteux

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