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17.2. This Agreement shall be governed by the laws of the State of New Hampshire and any claim or action brought relating to
this Agreement, the work performed or contracted to be performed hereunder shall be brought in Hillsborough County (New
Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9" Circuit Court, Nashua.

17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.

17.4. Neither party is liable for delays or jack cf performance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acis of God,

17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this
Agreement.

17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola
may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In
addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a
sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event’), Motorola may, without the prior
written consent of the other Party and at no additional cost to Motorala, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the
Separation Event.

17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1} YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the
Services to reflect its current rates.

17.8. lf Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect
at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a
time and materials basis at Motorola’s then effective hourly rates.

17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the
Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature
shail have the same iegal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. ln
addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as
and shall have the same effect as an original signed copy of this document.

Revised Oct 15, 2015

SUA ADDENDUM

This Addendum to the Communications System and Services Agreement or other previously executed
Agreement currently in force, as applicable (“Primary Agreement”) provides additional or different terms and
conditions to govern the sale of SUA services. The terms in this Addendum are integral to and incorporated into
the Primary Agreement signed by the Parties.

1. DEFINITIONS

All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Agreement.
“SUA” or “SUA II” means Motorola’s Software Upgrade Agreement program.

2. SCOPE

Motorola will provide SUA Services as further described in the applicable Statement of Work, or attachment to
Motorola's proposal for additional services.

3. TERMS AND CONDITIONS

The terms of the Primary Agreement combined with the terms of this Addendum will govern the products and
services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of
the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence.

3.2 SUASERVICES

3.2.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for SUA services and software support,
during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by
Motorola.

3.2.2 The Software License Agreement included as Exhibit A to this Addendum applies to any Motorola
Software provided as part of the SUA transactions.

3.2.3 The term of this Addendum is one year years, commencing on the Start Date identified on the
Cover Page. The SUA Price for the one (1) year of service is $193,963.80, excluding applicable sales or use
taxes but including discounts as more fully set forth in the pricing pages. Because the SUA is a subscription
service as more fully described in the applicable SUA Statement of Work, payment from Customer is due in
advance and will not be in accordance with any Payment Milestone Schedule.

3.2.4 The System upgrade will be scheduled during the subscription period and will be performed when
Motorola’s system upgrade operation resources are available. Because there might be a significant time frame
between when this Amendment is executed and when a System upgrade transaction is performed, Motorola may
substitute any of the promised Equipment or Software so long as the substitute is equivalent or superior to the
initially promised Equipment or Software.

3.2.5 Acceptance of a SUA transaction occurs when the Equipment (if any) and Software are delivered
and the SUA services are fully performed; there is no Acceptance Testing with a SUA transaction.

3.2.6 The Warranty Period for any Equipment or Motorola Sottware provided under a SUA transaction
will commence upon shipment and not on System Acceptance or Beneficial Use, and is for a period of ninety (90)
days rather than one (1) year. The ninety (90) day warranty for SUA services is set forth in the SUA Statement of

Effective Dates:
The cooperative agreement shall become effective on July 1, 2024 and shall expire on June 30, 2025.

FINANCIAL PLAN
2022-2023

Cost Element Full Cost
Personnel Compensation $81,0138.00
Travel -
Vehicles $ 4,138.46
Other Services -
Supplies and Materials $ 3,000
Equipment -
Subtotal (Direct Charges) $88,176.46
Pooled Job Costs 11.00% $ 9,699.41
Indirect Costs 16.15% $14,240.50
Aviation Flat Rate Collection :
Agreement Total $112,116.37
The distribution of the budget from this Financial Plan may vary as necessary to
accomplish the purpose of this agreement, but may not exceed: $112,116.37

Financial Point of Contact:

Jeff Lafleur, Superintendent
City of Nashua

Solid Waste Department
840W. Hollis St.

Nashua, NH 03062

Phone: (603)589-3410

Email: lafleur@nashuanh.gov

Lori Freeman

USDA, APHIS, WS

59 Chenell Drive, Suite 7
Concord, NH 03301
Phone: (603)223-6832

Lori.Freeman@usda.gov

Work,

3.2.7 In addition to the description of the SUA services and exclusions provided in the SUA Statement of
Work, the following apply:

a) Upon reasonable request by Motorola, Customer will provide a complete serial and model
number list of the Equipment.

b) SUA services exclude the repair or replacement of Equipment that has become defective or
damaged from use in other than the normai, customary, intended, and authorized manner; use
not in compliance with applicable industry standards; excessive wear and tear; or accident,
liquids, power surges, neglect, acts of God or other force majeure events.

c) Unless specifically included in this Addendum or the SUA Statement of Work, SUA services
exclude items that are consumed in the normal operation of the Equipment; accessories; and
repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower
lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission
medium, such as telephone lines, computer networks, the internet or the worldwide web, or for
Equipment malfunction caused by the transmission medium.

d) Customer will provide Motorola with designated points of contact (list of names and phone
numbers) that will be available during the performance of the SUA services.

3.2.8 The SUA annualized price is based on the fulfillment of the two year cycle. If Customer terminates
this service during a two year cycle, except for Motorola’s default, then Customer will be required to pay for the

balance of payments owed for the iwo year cycle if a major system release has been impiemented before the
point of termination.

3.2.9 SUA INFLATION ADJUSTMENT. For multi-year agreemenis, at the end of the first year of the
Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S.
Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual
inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase ail
future maintenance prices by the CPI increase amount exceeding 3%. Ali items, not seasonally adjusted shall
be Used as the measure of CPI for this price adjustment. Measurement will take place once the annual average
for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the
CPi reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base).

4. ENTIRE AGREEMENT. This Addendum, any related attachments, and the Agreement, constitutes the
entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous
agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This
Addendum may be amended or modified only by a written instrument signed by authorized representatives of
both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order,
acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a
representative of each Party signs that document.

END

(22 THE CITY OF NASHUA ‘The Gate City”
tes)

Administrative Services
Purchasing Department

July 28, 2020
Memo #21-016

TO: Mayor Donchess
Finance Committee
SUBJECT: Energy Recovery Upgrade Change Order
Please see attached communications from David Boucher, Superintendent of the Wastewater

Department dated July 23, 2020 for project specific details related to this purchase. Below please find a
summary of the purchase approval request:

Item: Change Order - Energy Recovery Upgrade
Value: $39,315 (not to exceed)

Orig Approval: $1,911,588.27

Vendor: Methuen Construction

Department: 169 Wastewater
Source Fund: Wastewater

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.

The Superintendent Wastewater Department, the Board of Public Works (July 23, 2020 meeting) and the
Purchasing Department respectfully request your approval of this contract.

Regards,

Kelly Parkinson
Purchasing Manager

Ce: D Boucher
C O’Connor

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

To:

From:

Re:

B. Motion:

Attachment:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: July 23, 2020

David L. Boucher, Superintendent
Wastewater Department

Energy Recovery Upgrade — Methuen Construction Change Order #7

To approve Change Order #7 to the Energy Recovery Upgrade contract with Methuen
Construction Company of Plaistow, NH in an amount not to exceed $39,315 for various
mechanical, instrumentation and electrical modifications to the energy recovery room.
Funding will be through: Department: 169- Wastewater; Fund: Wastewater; Activity:
Energy Recovery Upgrade Project.

Summary of PCO Items for Change Order #7

The energy recovery upgrade project involves upgrading all the major components in the
energy recovery room with new generators, piping, heat exchangers, pumps, controls and
associated electrical components. The contract with Methuen Construction was originally
in the amount of $1,787,378. Change orders 1 thru 6 added $124,210.27 to the contract
value bringing the new contract amount to $1,911,588.27,

Change order #7 consists of 9 additional items from the contractor (PCO 18, 21, 22, 23,
25, 27, 28, 29 and 30. PCO’s 21, 22, 25 occurred as a result of generator supplier Milton
CAT requiring changes to construction after the project was bid. PCO 23 is an item
required by Eversource before electricity can be supplied back to the grid (after the
project was bid). PCO 18 and 24 occurred as a result of the Wastewater Plant changing
the location of the gas skid. PCO24 has been denied and is considered covered by
PCOO18. The remaining PCOs, 27, 28 and 29 are justified as these items that were not in
contract and/or unexpected field conditions encountered during construction. PCO30 is to
have the Contractor’s integrator provide SCADA setup for the new controls. Originally
that was going to be done in-house, but the electrician that was going to do the SCADA
setup no longer works for the City. Waldron has lowered the amounts requested in many
of these PCO’s for various reasons as described in the backup material. The new contract
value following approval of these change orders will be $1,950,903.27.

B-6.1

CHANGE ORDER
No. 007
PROJECT: Energy Recovery Upgrade DATE OF ISSUANCE: 7/15/20
OWNER: City of Nashua, NH
229 Main St, Nashua, NH
(Address)

CONTRACTOR: Methuen Construction Co., Inc OWNER’s Project No. [FB0501-091618
CONTRACT FOR: Energy Recovery Uparade ENGINEER Waldron Engineering & Construction, Inc.

at Nashua NH Wastewater Treatment ENGINEER’s Project No. 359.01

You are directed to make the following changes in the Contract Documents.

Description:

Purpose of Change Order:

Justification:

Attachments: (List documents supporting change)
CHANGE IN CONTRACT PRICE

CHANGE IN CONTRACT TIME

Original Contract Price
$ 1,787,378.00

Original Contract Time

280 (final completion)
(days or date}

Previous Change Orders Net change from previous Change Orders

$ 124,210.27 10
(days)

Contract Price prior to this Change Order
3 1,911,588,.27

Contract Time prior to this Change Order

290 (final completion)
(days or date)

Net Increase (Decrease) of this Change Order
$ 39,315.00

Net Increase (decrease) this Change Order

0
(days)

Contract Price with all approved Change Orders
$ 1,950,903.27

Contract Time with all Change Orders
290 (final completion)

(days or date}

This document will become a supplement to the CONTRACT and all provisions will apply hereto. The
attached Contractor’s Revised Project Schedule reflects increases or decreases in Contract Time as
authorized by this Change Order.

Stipulated price and time adjustment includes all costs and time associated with the above described change.
Contractor waives all rights for additional time extension for said change. Contractor and Owner agree that
the price(s) and time adjustment(s) stated above are equitable and acceptable to both parties.

RECOMMENDED: APPROVED: APPROVED: APPROVED:
By: ainet#, BY: By: By:
ineer Owner Contractor NHDES
7/15/20

Bate Date Bate Date

MC PZO

PCO18
PCO13
PCO29

PCO21
PCO22

PCO23
PCO24

PCO2Z5
PCO25
PCO27
PCO2Z8

PCO23

PCO30

Summary of PCO Items for Change Order 7

Description

Fuel Blending Skid relocatior
Chimney Stack support
Fuel train gas vents

Install Oil Mister
Piping relocation for generators

Install wiring T7 to switchgear
Blending skid vents

Fuel train fabrication

Natural Gas Emission Testing
Recering Stack 2

Electrical costs due to damage wires
Upgrade SCADA HMI Interface
Reconnect gas pressure transmitter
to new control panel

Total for CO7:

McC = Methuen Construction
PCO=Proposed Change Order

Energy Recovery Upgrades project

Amount
MCCOST Allowed Comments
by Waldron
10108 6652 not enough deduct cn original skid
3126 0 was "as equal" to specs thir no payment
6714.78 0 MC did not read pians correctly on where vent
pipe is to terminate at designated location
5648.38 3936 Waldron recommend 1/2 assessed costs
1837.55 891 Assessed at 1/2 value of work since flex hose
installation on generator was foreseeable work
51714 5171 required by Eversource
9749.52 0 should have been part of PCO018; not clear
any extra piping req'd due to skid relocation
2743.06 2743 justified since Milton CAT equipment required
changes to pipe fabrication
6725 0 Denied by Waldron-within scope of work
1109 1109 Approved by Waldron
17168 736 Extra electrical cost should be expected when
walls and/or floor was demoed as shown on plans
13452.26 10454 Justified as originally to be done by NWTF; but
assessed at fair market value of work
7707.75 7623 Justified as tranmitter is existing but was not connected
Requires coring hole thru wall to new control panel location
$39,315.00

WALDRON ENGINEERING & CONSTRUCTION, INC.

To: William Keating, P.E., Project Engineer, Nashua Wastewater Treatment Facility
From: Jeremy P. Smith, P.E., Waldron Engineering & Construction, Inc.
Date: June 26, 2020
Re: Change Order Request Review 018
NWWYTFE Energy Recovery Upgrade Project
Attachments: Methuen Construction PCO-018 Fuel blending skid relocation
Mr. Keating:

Waldron has compiled its review based on review of the Owner’s documentation (design
documents, OEM submittals, submittal reviews, RFI responses, and project notes) and the
Contractor’s documentation (RFI’s, Submittals, Reports, issued Change Orders). Specifically;
Waldron has reviewed the issue of additional work associated with the relocation of the fuel
blending skid.

Summary Review

Original Schedule Schedule Direct Schedule Schedule Claim
Adjustment claim Impact Assessment Recommended
None 10 0 0
Original Cost Cost Adjustment Direct Cost Impact Cost Adjustment
claim Assessment Recommended
None $10,108 $9,633 to $14,450 $6,652

Detailed Review-Base Cost Validity

Methuen has made a claim for the work as required based on RFI responses, submittal reviews
and Field conditions. The claim is based on their work and their subcontractor’s work resulting
from the above. Waldron has reviewed the design documents, OEM submittals, submittal
reviews, and RFI responses regarding this issue. Waldron has relied on vendor quotes, project
cost estimations, historical project data, RS Means, and its own proprietary cost data to review the
cost validity of the work scope.

The relocation of the fuel blending skid was to maintain access to the digester equipment. MC did
need to extend piping and provide on-wall pipe supports. MC was able to remove pipe stanchion
supports that would have been required in the original design. MC was also able to remove
foundations for pipe stanchions.

Overall Waldron concurs with MC’s representation of their costs, but recommends a higher value
be assigned to the deduct.

37 INDUSTRIAL DRIVE §=SUITEG-1 EXETER,NHO3833 (603) 772-7159

WALDRON COM

Mr. William Keating
COR review
6/26/20

The table below summarizes the total value of the work, which will be assed value of the work
performed less the assed value of the deduct.

The claimed cost of work (take the lower of the higher estimate or the claim)

Claimed Cost | Fair Market Value | Allowable Mark-up** | Work Value Assessment
of Work of Work scope

$13,133 $9,747 (includes 15% on MC Work $13,133
materials & 10% on Subs (<$50k)
equipment)* 7-1/2% on Subs ($50-
100k)
5% on Subs (>100k)

*Market Value Assessment-$9,633 to $14,450 (+/- 20%)

The claimed cost of the deduct (take the higher of the lower estimate or the claim)

Claimed Cost | Fair Market Value | Aliowable Mark-up** Deduct Value
of Deduct of Work scope Assessment
$5,012 $8,850 (includes 15% on MC Work $7,788
materials & 10% on Subs (<$50k)
equipment)* 7-1/2% on Subs ($50-
100k)
5% on Subs (> 100k)

*Market Value Assessment=$7,788 to $11,682 (+/- 20%)

Total value assessed tis assed work less assed deduct plus allowance for fees

Work Value | Deduct Assessment Aggregated fees and | Total Value Assessment
Assessment bonding

513,133 ($7,788) $1,307 $6,652

Detailed Review-Schedule

Methuen made a claim for schedule adjustment but has not provided a CPM (critical path
method) schedule showing how this item moved onto the critical path. Their schedule claim is
therefore evaluated at 0 days. Therefore we recommend 0 days be awarded.

Original Schedule Schedule Direct Schedule Schedule Claim
Adjustment claim Impact Assessment Recommended

None 10 0 0