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12.

13,

° ENGINEER’s instrumentation division shall summarize the
existing control system and recommended improvements in draft
TM. TM shall include both the flight and sprocket monitoring
system for the clarifier mechanism and the proposed changes to the
sludge withdrawal system.

° ENGINEER’s electrical division will summarize the existing
electrical gear, code requirements and recommended
improvements to include in the upgrade in draft TM.

° ENGINEER’s architectural division will summarize existing
building code issues in stairwell and Primary Gallery and make
recommendations for alternate electrical space and potential for
enclosing odor control in a draft TM. for OWNER input.

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 i in other. TMs within the PDR.

ENGINEER will hold bi-monthly | pro gress meetings to discuss draft TM

and site visits. Input from meetings shall be incorporated into updated

TM’s. Budgeted effort is based upon 2 progress meetings.

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

include in the Preliminary Desiet Report.

eran

Prepare draft Preliminary Design Repont (PDR) and drawings.

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

i.

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 completed within 180 days of
receiving authorization to proceed. The attached schedule shows the
timeline for preliminary design tasks in greater detail.

i.

Final Design for Primary Tank Upgrade

A.

Permitting, Codes, Regulatory Buy-in

Complete environmental permitting applications/reports (if needed), discuss
local/state/federal code requirements with authority having jurisdiction, and
discuss and obtain permissions from DIVISION for any sole-sourcing of
equipment on the project.

60% Completion Plans, Contract Documents and Cost Estimates

Based on an agreed upon preliminary design documents for the primary tank
upgrade and appurtenances, ENGINEER shall proceed to develop 60% design
plans, specifications, and bidding document. .Provide a progress printing with five
(5) copies of the preliminary plans and specifications submitted to the OWNER
for review and comment. Hold a review meeting to discuss issues requiring
OWNER input. @ :

90% Completion Plans, Contract Documents and Cost Estimates

Following the review meeting, ENGINEER shall proceed with the 90% design
plans, specifications, and bidding documents as well as to prepare an updated
estimate of construction cost. Submit five (5) copies of these plans, specifications
and bidding documents to OWNER for review and comment. Advise OWNER of
any adjustments to the Sgnstruction Cost Estimate as a result of changes in scope

of the. Project.

1. “Meet with OWNER to discuss comments on 90% documents and provide
written Tesponse to all comments received to the satisfaction of the
OWNER.

2. ENGINER shall submit three (3) copies of the 90% plans, contract
documents and estimates must be submitted to the DIVISION for their
review. All comments from DIVISION shall be incorporated into the
documents with a written response on how it was addressed.

3. The 90% documents shall be submitted to the OWNER within160 days of
the OWNER’s approval of the Preliminary Design Report.

Final Plans, Contract Documents and Cost Estimates

Upon the OWNER’s and DIVISION’s acceptance of the 90% plans and contract
documents as adequately completed, the ENGINEER shall proceed with the final,

III.

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.

Bidding Phase Services

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

l.
2.

2 me

11.

Issue bid sets, receive questions, prepare up to two Addenda.

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 for distribution.
Assume twenty (20) copies of the Contract Documents and the plans shall
be provided. An electronic version of all text, figures and drawings shall
also be submitted to OWNER.

Respond to bidders’ questions.

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

Prepare any required addenda to the bid documents. Assume 2 addenda.
Attend one bid opening for the construction contract.

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.

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CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

TABLE OF CONTENTS

DEFINITIONS

ENGINEER STATUS
STANDARD OF CARE

OWNER REPRESENTATIVE
CHANGES TO SCOPE OF WORK
OWNER 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 ae

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

GC 1 of 11

EXHIBIT C

GC--2
GC--2
GC--2
GC--2
GC--3
GC--3

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

EXHIBIT C
1. DEFINITIONS. Unless otherwise required by the context, "ENGINEER” includes any of the
ENGINEER's consultants, sub consultants, contractors, and subcontractors
2. ENGINEER STATUS AND PROVISION OF WORKERS’ COMPENSATION

COVERAGE. The parties agree that ENGINEER shal! have the status of and shall perform all work
under this contract as a ENGINEER, maintaining control over all its consultants, sub consultants,
contractors, or subcontractors. The only contractual relationship created by this contract is between the
OWNER and ENGINEER, and nothing in this contract shall create any contractual relationship between
the OWNER and ENGINEER's consultants, sub consultants, contractors, or subcontractors. The parties
also agree that ENGINEER is not an OWNER employee and that there shall be no:

(1) Withholding of income taxes by the OWNER:

(2) Industrial insurance coverage provided by the OWNER; |

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

(4) Participation or contributions by either the. ENGINEER or the OWNER to the public
employee’s retirement system;

(5) Accumulation of vacation leave or sick leave ‘pedvided by the OWNER;

(6) Unemployment compensation coverage. poudes by the OWNER.

3. STANDARD OF CARE. ENGINEER shall be respomple for the professional quality, technical
accuracy, timely completion, and coordjfation of all work performed under this contract. 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 ENGINEER to assure at its own expense that all work
is technically sound and 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 OWNER
may have, 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 ENGINEER's failure to.perform in accordance with this standard of care. Any approval by
the OWNER of any products or services furnished or used by ENGINEER shall not in any way relieve
ENGINEER of the responsibility for professional and technical accuracy and adequacy of its work.
OWNER review, approval, or acceptance of, or payment for any of ENGINEER's work under this
contract shall not operate as a waiver of any of the OWNER's rights or causes of action under this
contract, and ENGINEER shall be and remain liable in accordance with the terms of the contract and
applicable law.

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

4, OWNER REPRESENTATIVE. The OWNER may designate an OWNER representative for this

contract. If designated, all notices, project materials, requests by ENGINEER, and any other
communication about the contract shall be addressed or be delivered to the OWNER Representative.

GC 2 of 11

CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C

5. CHANGES TO SCOPE OF WORK. The OWNER 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 ENGINEER's performance
under the contract. ENGINEER shall provide to the OWNER 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 OWNER to be able to adequately analyze
the proposal. The OWNER will then determine in writing if ENGINEER should proceed with any or all
of the proposed change. If the change causes an increase or a decrease in 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 ENGINEER for adjustment under this clause
shall be asserted in writing within 30 days of the date the OWNER notified ENGINEER of the change.

When ENGINEER seeks changes, ENGINEER shall, before any work commences, estimate their effect
on the cost of the contract and on its schedule and notify the OWNER 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 OWNER to be able to adequately analyze the proposal. The OWNER will
then determine in writing if ENGINEER should proceed with any or all of the proposed change.

Except as provided in this paragraph, ENGINEER shall implement no change unless the OWNER in
writing approves the change. Unless otherwise agreed to in writing, the provisions of this contract shall
apply to all changes. The OWNER may provide verbal approval of a change when the OWNER, 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
OWNER approval shall not be compensqjed and is, at the OWNER's election, sufficient reason for
contract termination.

6. OWNER COOPERATION. . The OWNER agrees that its personnel will cooperate with
ENGINEER in the performance.of its work under this contract and that such personnel will be available
to ENGINEER for consultation ‘at reasonable times and after being given sufficient advance notice that
will prevent conflict with their other responsibilities. The OWNER also agrees to provide ENGINEER
with access to OWNER 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 OWNER and
ENGINEER also agree to attend all meetings called by the OWNER or ENGINEER to discuss the work
under the Contract, and that ENGINEER may elect to conduct and record such meetings and shall later
distribute prepared minutes of the meeting to the OWNER.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
ENGINEER watrants that it has examined all contract documents, has brought all conflicts, errors,
discrepancies, and ambiguities to the attention of the OWNER in writing, and has concluded that the
OWNER's resolution of each matter is satisfactory to ENGINEER. All future questions ENGINEER may
have concerning interpretation or clarification of this contract shall be submitted in writing to the
OWNER within 10 calendar days of their arising. The writing shall state clearly and in full detail the
basis for ENGINEER's question or position. The OWNER representative shall render a decision within
15 calendar days. The OWNER's decision on the matter is final. Any work affected by a conflict, error,
omission, or discrepancy which has been performed by ENGINEER prior to having received the
OWNER's resolution shall be at ENGINEER's risk and expense. At all times, ENGINEER shall carry on
the work under this contract and maintain and complete work in accordance with the requirements of the
contract or determination of the OWNER. ENGINEER is responsible for requesting clarification or
interpretation and is solely liable for any cost or expense arising from its failure to do so.

GC 3 of 11