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SHES AE,
(Pope

&) THE CITY OF NASHUA “The Cate City”

Financial Services

Purchasing Department

Aprii 12, 2018
Memo #18-121

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT FOR RAIL CONSULTING SERVICES (VALUE: $0)
DEPARTMENT: 183 ECONOMIC DEVELOPMENT; FUND: CURRENT YEAR
ESCROWS

Please see attached communication from Tim Cummings, Director of Economic Development dated April
9, 2018 for the information related to this purchase.

Pursuant to NRO § 5-83 Professional Services (A) In the purchase of accounting, architectural, auditing,
engineering, legal, medical and ambulance services and purchases of independent professional
consultant services for personnel, data processing, actuarial, planning, management and other

comparable purchases competitive bidding shall not be required.

The Director of Economic Development and the Purchasing Department recommend approval of this
contract in an amount of $0 to AECOM of Los Angeles, CA.

Respectfully, Ys

CF
Dan Kooken

Purchasing Manager

Ce: T Cummings J Graziano

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

2. Until the work is 50% complete, as determined by the ENGINEER, retainage shall be 10%
of the monthly payments claimed. The computed amount of retainage will be deposited
in the escrow account established above.

3. After the work is 50% complete, and provided the CONTRACTOR has satisfied the
ENGINEER in quality and timeliness of the work, and provided further that there is no
specific cause for withholding additional retainage no further amount will be withheld.
The escrow account will remain at the same balance throughout the remainder of the
project.

6.03 Final Payment

A. Upon final completion and acceptance of the Work in accordance with paragraph 14.07 of the
General Conditions, OWNER shall hold 2% retainage during the 1 (one) year warranty period and release it only
after the project has been accepted.

ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS

7.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following
representations:

A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related
data identified in the Bidding Documents.

B. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general,
local, and Site conditions that may affect cost, progress, and performance of the Work.

C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and
Regulations that may affect cost, progress, and performance of the Work.

D. CONTRACTOR has carefully studied all (if any): (1) reports of explorations and tests of subsurface
conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface
or subsurface structures at or contiguous to the Site (except Underground Facilities) which have been identified
in the Supplementary Conditions as provided in paragraph 4.02 of the General Conditions and (2) reports and
drawings of a Hazardous Environmental Condition, if any, at the Site which has been identified in the
Supplementary Conditions as provided in paragraph 4.06 of the General Conditions.

CONTRACTOR is entitled to rely upon the general accuracy of the “technical data” as provided in paragraph 4.2
of the General Conditions. CONTRACTOR acknowledges that such reports and drawings are not Contract
Documents and may not be complete for CONTRACTOR's purposes. CONTRACTOR acknowledges that OWNER
and ENGINEER do not assume responsibility for the accuracy or completeness of information and data shown
or indicated in the Contract Documents with respect to Underground Facilities at or contiguous to the site.

E. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so)
all additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning
conditions (surface, subsurface and Underground Facilities) at or contiguous to the Site which may affect cost,
progress, or performance of the Work or which relate to any aspect of the means, methods, techniques,
sequences and procedures of construction, if any, expressly required by the Contract Documents to be
employed by CONTRACTOR, and safety precautions and programs incident thereto.

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(229) THE CITY OF NASHUA ThesGarsieiyt

Offiec of Economic Development

To: Mayor Jim Donchess, City of Nashua
From: Tun Cummings, Director of Economic Development
Ce:

Date: April 09", 2018

Re: Rail Consulting Services

Request
The Economic Development Division requests approval to contract with AECOM a multinational

engineering firm that provides design, consulting, construction and management services to a wide range
of services. Specifically Nashua will be engaging AECOM to provide advice and strategic counsel relative
to advancing the concept of passenger rail into New Hampshire. The contract is for $0.00 with an
understanding that individual scope(s) and fee for services will be attached.

Background

In August of 2017, the City of Nashua entered into an MOU with a private sector entity desirous to bring
passenger rail to New Hampshire. Boston Surface Rail Company (“BSRC”)} is proactively work toward
this endeavor. This is complimentary to the public initiative that is being discussed relative to the Capitol
Corridor study. This is a sole source contract due ta the expertise that AECOM, which will benefit the
City tremendously. Please the attached Bio.

Next Steps
There is a Steering Committee meeting regularly to help advance this issue and BSRC is in the midst of

putting the final touches on a preliminary plan that we will need to review and having AECOM’s opinion,
recommendations and advice will help position the City to advance this project. Meetings with
governmental offices at the local, state, and federal level needs to occur and having AECOM present and
assisting with the city’s efforts is paramount.

A=COM

Frank DePaoia
Vice President-Business Unit Lead
PM/CM

Education

MSCE Northeastern Unrv.
Boston MA 1984

BSCE UMass-Dartmouth
Dartrnouth MA 1977

Licenses/Registrations

Registered Profess.anaf Civil
Engineer;

MA, #31764
RI, #4404

Years of Experience
With AECOM: 3

With Other Firms: 39

Professional Associations
American Society of Civil Engineers

Boston Society of Civil Engineers

Canstructian Management
Asscciation of America

Seciety of College and University
Planners

Mr. DePaola has 40 years of experience in the Planning, Basign and Construction
of Major Public Works. Mr. DePaola also has several years of experience as the
CEO and Manager of several large State Agencies including Administrator of MA
Highway Department, General Manager of the Massachusetts Bay Transportation
Authority, Assistant General Manager fer Design and Construction MBTA. Prior Mr.
DePaola spent many years with the Massachusetts Water Resources Authority
and ultimately became the Director of Capital Design and Construction for the
MWRA.

Proiact Exnerience

Mr. DePaola has been responsible for the implementation and delivery of the
Capital Programs for several significant State Agencies and Departments. The
following is a sampling of the responsible positions that he has held and some
notable projects that Mr. DePaola has been involved with over his 40 year career:

Chief Operating Officer, MassDOT and interim General Manager; MBTA,
February 2015 to June 2016, As the COO and Interim General Manager.
responsible for the management of all facets of the operation of the Massachusetts
Department of Transportation (MassDOT) and the Massachusetts Bay Transit
Authority (MBTA). MassDOT is comprised of 4 major divisions, Aeranautics, Highway
the Registry of Motor Vehicles and the Rail & Transit Division. In total over 10,000
employees located across the Commonwealth. As COO had general oversight
responsibility of the major Operating Divisions of MassDOT, primarily Highway. The
functions of MassDOT include; Operations and Maintenance, Capital Improvements,
fiscal management, Real Estate and Administration. The annual operating budget for
MassDOT excluding the MBTA is approximately $900 Million dollars with a Capital
Budget in excess of $2.5 Billion. As Interim General Manager of the MBTA also
responsible for the day te day operation of the fifth largest transit agency in the US.
With five modes of transit; Bus, light rail, subway, Gommuier Rail and Ferry service the
MBTA supports over 1.3 Million passenger trips per day. The MBTA has 6,500
employees comprised of 17 different bargaining units, including a police force of 250.
The MBTA has an operating budget of just over $2 Billion dollars and a Capital
Investment Plan for 2016 of $1.05 Billion.

Massachusetts Bay Transportation Authority, Winter Resiliency, Metropolitan
Boston. April 2015 to December 2015: After the disastrous winter of 2014-2075,
Mr. DePaola was asked to assume the position of General Manager of the MBTA
and lead the MATA back to operaticnal status. As part of that overall effort. Mr.
DePaola conceived of, and working with staff, led the T's Winter Resiliency
Program. This nearly $110M dollar program consisted of major investments in
Power and track infrastructure and a significant investment in Operational
Maintenance Equipment and the development of new methods at the MBTA for the
management of significant events. Under Mr. DePaola’s direction the T has now
adopted an incident command structure for major storms and other significant
events.

A=COM

Massachusetts Bay Transportation Authority, Government Center Station,
Boston. April 2014-March 2016: Government Center Station is one of the key
transit stations within the MBTA transit system. Connecting the Green Line light rai!
with the Blue line it provides a Critical link from the urban core of Boston to Logan
Airport, East Boston and Revere. Government Cantar was also inaccessible to
persons with disabilities. Working with staff DePaola conceived of a plan that
shutdown the station for a perioc of approximately two years. The existing station
was demolished and new fully accessible renovated station was built in ifs piace.
This nearly 390M doilar project was completed on time and within the project
budget. The project invoived demolition, abatement of contaminated materials and
located within the City Hall Plaza in Boston significant coordination with multiple
stakeholders.

Massachusetts Bay Transportation Authority: Assistant General Manager for
Design & Construction, Massachusetts Bay Transportation Authority. May
2008 to Apri! 2011: The Assistant General Manager for Design & Construction directs
and manages the Design & Construction Directorate which includes oversight of all
aspects of design and construction projects for the Authority's Capital Management
Program. The Assistant General Manager for Design & Construction is responsible for
building interdepartmental relationships with all Authority departments, such as
Operations, Police and Safety, ensures that ongoing and planned projects meet the
operating needs and requirements of the Authority, are carried out in accordance with
engineering and design quality and safety standards, and advance the Authority’s goal
of providing accessible, safe, reliable, clean and customer-friendly service to its riders.

Massachusetts Department of Transportation, Highway Administrator
Highway Division, April 2011 to February 2015 As the Administrator, responsible
for the management of all facets of the Highway Division including; Operations and
Maintenance, Capital Improvements and Administration. As a direct report to the
Secretary of Transportation also responsible for advancing the integration of
Transportation functions statewe in cooperation with the other divisions; Registry,
Rail &Transit and Aeronautics.

The Highway Division consists of over 3,200 employees comprised of, the staff of 6
Highway Districts and a core staff of Administrative, Engineering and Budget personnel
in addition to the staff that is responsible for ail toll collections. The Highway Division is
responsible for the design, construction and maintenance of the Commonwealth's
state highways and bridges. The Division is responsible for overseeing traffic safety
and engineering activities including the Highway Operations Control Center ta
ensure safe road and travel conditions.

Massachusetts Department of Transportation, Accelerated Bridge Program
(ABP), Statewide Massachusetts. April 2011 to April 2015: As Highway
Administrator, Mr. DePaola was responsible for the implementation of
Massachusetts ABP program. A $3 Billion dollar investment in the replacement and
repair of over 200 bridges in the Commonwealth of Massachusetts. During the time
period that Mr. DePaola served as Highway Administrator, several significant bridge
projects under this program were either awarded or completed or both. Including
the FAST14; 14 bndges replaced over 10 weekends on I-93, the Whittier bridge in
Amesbury, +95 over the Merrimac River, the Longfellow bridge in Boston and many
others. ABP utilized progressive methods in both the procurement and construction
of bridges. Using Design’Build Procurement to speed the time from concept to
award and advocating the use of rapid bridge construction techniques including
heavy lifts and pre-fabricated bridge sections.

CONTRACT FOR PROFESSIONAL SERVICES

PROFESSIONAL SERVICES CONSULTING SERVICES
A CONTRACT BETWEEN

THE CITy OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019

AND

AECOM CORPORATION

NAME AND TITLE OF SERVICE PROVIDER

WITH A PRINCIPAL ADDRESS AT
1999 AVENUE OF THE STARS SUITE 2600, LOS ANGELES, CA 90067

AND A LOCAL ADDRESS OF
1 FEDERAL STREET 8™ FLOOR, BOSTON, MA 02110
ADDRESS OF SERVICE PROVIDER

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

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

WHEREAS, Service Provider 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—Insert Bid Number Here

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.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Service Provider shall

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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 and attached hereto as Scopes of Work.

3. PERIOD OF PERFORMANCE. Service Provider shall perform and complete all work within one
(1) year execution of this contract that can be extended should both parties mutually agree.
. The time periods set forth 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. Service
Provider shall begin performance upon receipt of the signed contract.

4. COMPENSATION. Service Provider agrees to perform the work for a total cost not to exceed
($ 0.00)

Unless Service Provider has received a written exemption from the City. Service Provider shall
submit requests for payment for services performed under this agreement directly to

City of Nashua

Attn: Accounts Payable
PO Box 2019

Nashua, NH 03061-2019

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, Service Provider 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 will pay for work satisfactorily completed by Service Provider in accordance with this
Agreement. The City will pay Service Provider all undisputed portions of Service Provider’s
invoices within 30 days of receipt by the City of the submitted invoice forms and progress reports.
The City will make no payments until the invoice forms and progress reports have been submitted
and approved. If the City disagrees with any portion of an invoice, it shall notify Service Provider
in writing of the amount in dispute and the specific reason for the objection within 10 days of
receipt of invoice. The City shall pay the undisputed portion of the invoice as specified above.

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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:

CITY REPRESENTATIVE: REPRESENTATIVE:

Tim Cummings, Director Frank DePaola

Economic Development Division VP Business Unit Leader/CM Services
Office of the Mayor — City Hall 1 Federal Street

229 Main Street 8" Floor

Nashua, NH 03061 Boston, MA 02110

Any notice required or permitted under this contract, ifsent 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 or Service Provider 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) consultant 7 (signature)

Jim _Donchess. Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

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bodes

EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS
DEFINITIONS

SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE

STANDARD OF CARE

CITY REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY 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

FEDERAL SUBCONTRACTING REQUIREMENTS
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

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29.

SURVIVAL OF RIGHTS AND OBLIGATIONS

SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

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