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

21,

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 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 9 of 11

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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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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 11 of 11

SY
KROQ / Hayner/Swanson, Inc.

Civil Engineers/Land Surveyors

Olt

EXHIBIT B

May 24, 2018

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

Dear Ms. Fauteux:

Hayner/Swanson, Inc. (HSI) 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.

The term of this proposed contract will be from July 1, 2018 through March 1, 2019. Itis
anticipated that the extent to which support will be needed during the 2019 construction season
will be assessed in January 2019.

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, administration, design, bid phase support 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:

e Overall coordination related to programming and scheduling project work

¢ Coordination with Stantec as the specification for pavement repairs is finalized for each
roadway segment

e Preparing, tracking and updating the overall program timeline

e Preparing budget updates as bids are received

e Coordination with privately owned utilities in advance of bidding, as well as in advance
of construction

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

e Assisting in preparation of bid documents including plans, specifications, estimates and
contract requirements

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

e Review of bid results, analysis of unit prices and preparation of recommendations for
award

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 tracking 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 the construction contract closeout process

We understand that our services in this proposed contract will be expanded from the role we
have played in the past year in several respects:

e With a very significant increase in the amount of pavement preservation and
rehabilitation under contract in the City, HSI will provide more field staff for observation
and coordination of construction.

e HSI will take on a greater role in utility coordination.

e HSI will take on a greater role in coordination with NHDOT/FHWA on contracts which
are funded with remaining federal Parkway funding.

e HSI will take on a greater role in managing the contract of Stantec as they update their
pavement condition database.

e HSI will take on a greater role in managing and scheduling the overall program.

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 Genera! 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. If so 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 direct 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:

1, 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 Senior Construction Manager: Work under this category will include
utility coordination, review of technical concerns, 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. At times, we anticipate that Ethan
Holmes may be asked to work as a supervisor of City field staff. Such supervisory tasks
would fall under this category.

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 Ethan Holmes and Denis Hayner to the field effort and will
supplement Ethan and Denis’s services with other staff 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 second year of the City’s five year paving program,

we have estimated an annual work effort by each category. Hourly rates are unchanged from
roles used last year.

Principal Level

Estimate 12 hours‘week for 35 weeks = 420 hours

4202 hours x $160/hour = $67,200
Engineering and Construction Manager

Estimate 10 hours/week for 35 weeks = 350 hours

350 hours x $120*/hour = $42,000

*Composite rate used

Construction Observation Support/Coordination
Estimate 100 hours/week for 20 weeks = 2,000 hours
Estimate 40 hours/week for 15 weeks = 600 hours
(coordination during winter shutdown)

2,600 hours x $82*/hour ms $213,200
*Composite rate used

Administrative Support

Estimate | hours/week for 35 weeks = 35 hours
35 hours x $65/hour = $2,275
Total Labor Budget = $324,675
Allowance for Expenses = $4,090
(including possible material testing)
Program Budget $328,675

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.
Sincerely,
Wa Crs
% 7
AW O D0

Come Vancor, P.E.

Vice President/Principal Engineer

B\ THE CITY OF NASHUA “The Cate City’

Financial Services

Purchasing Department

May 31, 2018
Memo #18-162

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: | MARSHALL STREET DRAINAGE IMPROVEMENTS (VALUE: NOT-TO-EXCEED
$35,000)
DEPARTMENT: 169 WASTEWATER; FUND: WASTEWATER

Please see the attached communication from Stephen Dookran, P.E., City Engineer, dated May 31, 2018
for information related to this purchase.
The City Engineer, Board of Public Works (May 31, 2018 meeting) and the Purchasing Department

recommend the award of this contract in an amount not-to-exceed $35,000 to Thibeault Corp. of
Manchester, NH.

Respectfully,

Dan Kooken
Purchasing Manager

Coc: S Dookran L Fauteux

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

To:

From:

Re:

G. Motion:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: May 31, 2018

Stephen Dookran, P.E., City Engineer
Engineering Department

Marshall St Drainage Improvements

To approve a contract with Thibeault Corp. of Manchester, NH for the amount not to
exceed $35,000 for drainage improvements on Marshall St. Funding will be through
Department: 169 Wastewater; Fund: Wastewater; Activity: CSO Flooding.

Currently drainage work on Marshall St is being performed by Thibeault Corp. in
relation to the housing development at 22 Marshall Street. DPW would like to make
additional drainage improvements that include replacing deteriorated catch basins and
regrading of the street to reduce existing puddles.

Using Thibeault to do the additional drainage work is the best option at this time since
they are already mobilized for that type of work. They are also performing pipe
replacement on Marshall St for Pennichuck Water Works.

It is also important to note that the overall drainage improvements on Marshall St will
result in additional sewer separation and are therefore a benefit to the City’s CSO
program.

STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR

This agreement is made:

BETWEEN the OWNER: City of Nashua, New Hampshire

229 Main Street
Nashua, NH 03060-2019

And the CONTRACTOR: Thibeault Corporation of NE

603 Mammoth Road

Londonderry, NH 03053

and its successors, transferees and assignees
(together “CONTRACTOR” )

For the following Project: MARSHALL STREET DRAINAGE IMPROVEMENTS

ARTICLE 1— THE CONTRACT DOCUMENTS

The CONTRACTOR shall complete the work described in the Contract Documents for this
project. The documents consist of:

1.
2.
3.
4.

5.

This Agreement signed by the OWNER and CONTRACTOR, including the General
Terms and Conditions;

Scope of Work — Thibeault Proposal dated May 30, 2018;

Insurance Certificate;

Written change orders for minor changes in the Work issued after execution of this

Agreement; and
Fully Executed OWNER Purchase Order

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 Proposals and the terms of this Agreement, a
written change order and/or fully executed OWNER Purchase Order, the terms of this Agreement,
the written change order or the fully executed OWNER Purchase Order shall control over the
terms of the Proposals

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