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CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

17. ENDORSEMENT Professional Engineer shall seal and/or stamp and sign professional documents

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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 oniy 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.
Professional Engineer shall maintain Contract Materials for six years from the completion of the
Project, unless a federal or state law requires any Contract Documents to be maintained for a longer
period, in which case, Professional Engineer shall main Contract Documents for the period of time
the law requires.

DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials, including but not Hmited 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,
Any reuse of such material by the City of Nashua for another project, without permission of the
Professional Engineer, shall be at the sole risk of the City of Nashua and shall not infer any liability
to the Professional Engineer.

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

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CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

(including those remitted to the City of Nashua by Professional Engineer pursuant to paragraph
21), 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 fe.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-inffinging, 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.

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 shail
be considered waived by the City of Nashua. There shall be no waiver of any past or future default,

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CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

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 Hable 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
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 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 or/nor 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 INTERES®S 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.

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CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS

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 imvalidity 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 12 of 12

, THE CITY OF NASHUA “the Cate Cy’

Financial Services

Purchasing Department

December 27, 2018
Memo #19-103

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT FOR PRIMARY TANK UPGRADE PROJECT ~ CONSTRUCTION
SERVICES (VALUE: $3,629,340)
DEPARTMENT: 169 WASTEWATER; FUND: WERF AND SRF LOAN

Please see the attached communication from David L. Boucher, Superintendent Wastewater Department
dated December 20, 2018 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.

The Superintendent Wastewater Department, the Board of Public Works (December 20, 2018 meeting)
and the Purchasing Department recommend the award of this contract in an amount of $3,629,340 to
Methuen Construction, Inc. of Plaistow, NH.

Dan Kooken
Purchasing Manager

Cc: D Boucher L Fautuex

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

To:

From:

Re:

F. Motion:

Discussion:

City of Nashua, Public Works Division
Board of Public Works Meeting Date: December 20, 2018

David L. Boucher, Superintendent
Wastewater Department

Primary Tank Upgrade Project

To approve the contract with Methuen Construction of Plaistow, NH in the amount not to
exceed $3,629,340 for the construction of upgrades to the primary tanks at the
Wastewater Treatment Facility. Funding will be through Department: 169 Wastewater;
Fund: WERF and SRF Loan; Activity: Primary Upgrade Project.

The Nashua Wastewater Treatment Facility is undergoing an upgrade of its primary
tanks. The design was completed at the end of October 2018. Plans and specs were sent
to 6 contractors on October 29, 2018 and the bid opening was held on November 29,
2018. Four bids were received as follows:

Methuen Construction, Inc. 53,629,340
Waterline Industries $4,247,677
TBuck Corporation $4,995,290
Kinsmen Corporation $5,722,000

Methuen Construction bid of $3,629,340 is lower than the engineer’s estimate of $3.7
million. Methuen Construction is well qualified for this project and has performed well in
multiple projects at the wastewater facility in the past.

A-3.1

BID

To the CITY OF NASHUA, NEW HAMPSHIRE (hereinafter called “OWNER").

Proposal of Methuen Construction Company, Inc. (hereinafter

called “BIDDER"), organized and existing under the laws of the State Massachusetts
doing business as Corporation
(Corporation, Partnership, Individual}

(hereinafter called
Tothe CITY OF NASHUA, NEW HAMPSHIRE "OWNER").

Tn compliance with your Advertisement for Bids, BIDDER hereby proposes to perform all WORK
for the construction of _JFB 0285-112918 Primary Tank Upgrade Project
in strict accordance with the CONTRACT DOCUMENTS, within the time set forth therein, and at

the prices stated below.

By submission of this BID, each BIDDER certifies, and in the case of a joint BID each party thereto
certifies as to his own organization, that this BID has been arrived at independently, without
consultation, communication, or agreement as to any matter relating to the BID with any other
BIDDER or with any competitor.

BIDDER hereby agrees to commence WORK under this contract on or before a date to be specified
in the NOTICE TO PROCEED and to complete the PROJECT within:

450 consecutive calendar days for substantial completion.
510 consecutive calendar days for final completion.
Liquidated damages will be in the amount of $ 1,000 for each calendar day of delay
fom the date established for substantial completion and 1.000 for each calendar day

of delay from the date established for final completion, as provided in Section 18 of the
General Conditions.

BIDDER acknowledges receipt of the following ADDENDUM:

One dated November 16, 2108
Two daied November 16, 2018

13774B

A-3B.2
The BIDDER shall state below what works ofa similar character to that of the proposed contract he

has performed and provide such references as will enable the OWNER to judge his experience, skill,
and business standing.

All questions must be answered, and the data given must be clear and comprehensive. This
statement must be notarized. If necessary, add separate sheets.

1. Name of Bidder. Methuen Construction Company, Inc.

% Permanent Main Office address, 144 Main Street, PO Box 980, Plaistow, NH 03865

3. When organized? January 28, 1960

4. Where incorporated? Massachusetts

5. Js BIDDER registered with the Secretary of the State to do business in New Hampshire? Yes

6, For how many years has your firm engaged in the contracting business under its present name? 58
Also, state names and dates of previous firm names, if any.

7. Contracts on hand. (Schedule these, showing gross amount of each contract and the approximate
anticipated dates of completion.) Please see Attachment A

8, General character of work performed by your company. Please see Attachment B

$8, Have you ever failed to complete any work awarded you in the scheduled contract time,
including approved time extensions? __ (Yes) X_(No).
Tfso, where and why? .

10. Have you ever defaulted on a contract? __(Yes) X_(€No).
Ifso, where and why?

11. Have you ever had liquidated damages assessed on a contract? (Yes) _X (No).
Ifso, where and why?

12. List the more important contracts recently executed by your company, stating approximate cost
for each, and the month and year completed. See Attachment C

13, List your major equipment available for this contract. See Attachment D

14. List your key personnel such as Project Superintendent and foreman available for this contract.
See Attachment E
15. List any subcontractors whom you would expect to use for the following (unless this work is to
be done by your own organization):

a. Civil Engineering Alf subcontractors will be submitted to Owner for approval
b. Utility Installation upon award on the contract.
c, Other work

137743

he

A-3,3
16. BIDDER has included the services of Electrical Installations, Inc., Moultonborough, NH (the
City’s preferred System Integrator), in its Bid for PLC Programming, OIT Programming, HMI
Programming, and integration of new SCADA system. _X(Yes) __(No).

17. With what banks do you conduct business? Enterprise Bank
Do you grant the Engineer permission to contact this (these) institutions? X_(Yes) _ (No)

NOTE: BIDDERS may be required to furnish their latest financial statement as part of the award

process.
esp&etfully su
144 Main Street, PO Box 980, Plaistow, NH 03865
Shgnature ONS Address
President and CEO November 29, 2018 wait
Title Date vo
Joseph A. Barbone, Jr. Being duly swom, deposes and says that he is:
President and CEO of Methuen Construction 9 company. inc.

of Organization)
and that the answers to the foregoing questions and all statements contained therein are true and

correct.

Sworn to before me this 29% day of November , 20 18

, . ct

}

I" Notary Public. * \ 4. cyt :

My commission expires _ September 17, 2019 HICHELLE J, DOUGLASS, Notary Publ
; My Commission Expires Sapteniber 47, 2019

*}

_ Geal - Lf BID is by Corporation)

ATTES?:

(oO

BIDDER agrees to perform all the work described in the CONTRACT DOCUMENTS for the
following unit prices ox lump sum:

NOTE: BIDS shall exclude sales tax and include all other applicable taxes and fees.

13774B

A-3.4
BID SCHEDULE

BIDDER will complete the Work in accordance with the CONTRACT DOCUMENTS for the
following price(s). BIDDER must complete all items including Alternates. NOTE: CITY IS
EXEMPT FROM SALES TAX. BIDS shall include all other applicable taxes and fees,

Item
No. | Approximate Brief Description of Item Amount
Quantity With Unit Bid Price in Words In Figures
BASE BID
Primary Tank Uperade Project, complete
1 Lump Sum a ;
Three Million, Three Hundred Seventy-Five Thousand, & 3.375.723
$ Seven Hundred Twenty-Three Dollars oO
Lump Sum
100 CY* Misc. Reinforced Concrete
2 § One Hundred Fifty Dollars $ 15,000
Per Cubic Yard
5000 SE* Concrete Tank Wall Resurfacing
3
$ Eleven Dollars $ 55,000
Per Square Foot
500 CR* Concrete Surface Repairs
4 $ One Hundred Fifty Dollars g 75,000
Per Cubic Foot
300 LE* Concrete Crack Repairs
5 § Fifty-Five Dollars 3 16,500
Per Linear Foot
SCADA Programming, Network Modifications, PLC
Allowance Programming Services provided by Electrical
6 Installations, Inc. (Application Engineering Services $54,457.00
Supplier - AESS) moe
3 Fifty-four thousand, four hundred fifty-seven, dollars
and 0/100 cents
Allowance

13774B