Search

23.

24.

25.

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, nghts, 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, non-contractual, 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 shail be immediately made in wniting 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

GC 12 of 14

27.

28.

29,

30.

31.

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 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

GC 13 of 14

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.
32. CLIENT RESPONSIBILITIES

1. To contract with Mavel Americas, Inc. in a timely manner that allows for sufficient
time to engineer and permit the project and for delivery of the TGC system to the
project site.

2. Provide access to the project site and to the City’s records concerning the Jackson Mills
Hydroelectric Project; plus the City’s GIS and land map records showing existing
above and below ground utilities, property lines, and permanent easements and right-of-
way at and adjacent to the project site.

3. The City is responsible for all permitting fees for the project.

4. Assistance in obtaining any temporary easements.

GC 14 of 14

EXHIBIT B
HL Turner Scope of Services
Jackson Mills Turbine/Generator/Controls Upgrade Project
Nashua, New Hampshire

The Jackson Mills Hydroplant Turbine/Generator/Controls Upgrade Project (”project”) is the
subject of Agreements between the City of Nashua and Bancroft Contracting Corporation
and the City of Nashua and Mavel Americas. Project work is described in that Agreement
along with a general description of the Engineer’s role representing the City of Nashua.

This scope references and includes the responsibilities for the “Engineer” as identified in the
Nashua/Bancroft Agreement (Article 9 — Engineer’s Status during Construction) and other
references to the Engineer’s duties representing the City as identified throughout the
City/Bancroft and City/Mavel Agreements.

SCOPE OF SERVICES
A. General Overview of Services

The H.L. Turner Group Inc. (The Turner Group or “we”) also known as the Engineer
of Record (EOR} and “Engineer” in project documents shall: acauire data; perform
research; perform site surveys and investigations; perform hydraulic, structural,
mechanical, electrical, civil, and architectural analyses and design; prepare opinions
of cost; perform estimated economic analyses, prepare project schedules; prepare
construction documents, drawings, and specifications; prepare regulatory permit
applications and required back-up information; participate in contract negotiations
for the turbine/generator/controls equipment (TGC) package; participate in
regulatory and legal mitigations; make presentations; prepare reports; perform
construction administrative services; perform all other work specified herein; and
perform any other related services that would normally be required to implement
the removal of the existing turbine/generator/controls (TGC) and installation of a
suitable hydroelectric generating facility at the Jackson Mills site.

B. Standard Scope of Services
1. Acquisition and Review of Data
Gather data and available information pertinent to the project, including

previous drawings and reports, regulatory requirements, and any other data
relative to the design and construction of the project. Verify the accuracy of

drawings and other information forwarded by or to the City pertaining to the
project.

Turbine/Generator/Controls (TGC) Coordination

The Turner Group will review and provide comments to the City regarding the
final TGC purchase contract.

The Turner Group will verify and coordinate all final TGC equipment
designs/specifications criteria with Mavel Americas before their initiation with
the TGC equipment design. This coordination will extend to the civil, structural,
mechanical and electrical of the powerhouse, intake, and tailrace project
features.

The Turner Group will monitor the progress of Mavel’s work and supply against
the City/Mavel contract schedule and costs.

The Turner Group will review, comment, and approve shop drawings and
materials to be used by Mavel in the manufacturing of the TGC equipment.

The Turner Group will respond to Requests for information (RFis), Submittals,
Change Orders (CO), Construction Change Directives (CCD), Field Observation

Reports (FOR), Punch Lists, Specifications, Work Authorizations, and other
communications from Mave! throughout the project schedule.

Review the turbine/generator purchase contract and provide comments to City.

Site Investigation and Surveys

Investigate existing conditions of the site and facilities. An existing site plan shall
be developed from a detailed survey of the entire site area. We shall retain the
services of a registered surveyor to perform this service. The plans shall include
dimensions and description of existing facility, property boundary, easements,
right-of-way, topographic, and utility locations; or as needed to accomplish an
appropriate site plan for construction.

We shall visit the project site and perform investigation and analyses to
ascertain the suitability of incorporating equipment into the project
development scheme. We shall conduct analyses sufficient to accomplish
hydraulic design, foundation design, stability analysis, seepage analyses, and to
recommend methods to control water and stability during construction. The
Turner Group shall retain the services of a geotechnical engineer to assist in the
evaluation of the existing site conditions for a suitable foundation design.

Soil/rock borings may be required as part of this investigation, if deemed
necessary by the design team.

Plant Design and Construction Documents

We shall perform professional services as hereinafter stated including
customary, civil, structural, hydraulic, mechanical, and electrical services and
customary architectural services in connection with the preparation of
construction documents for the installation of the TGC.

The Turner Group shall provide civil engineering services including: civil design
and layout of plant structures and facilities, municipal, state and FERC permitting
as may be required including FERC Quality Control Implementation Program
(QCIP) and Temporary Construction Emergency Action Plan (TCEAP); as well as
utilities and other improvements; analyses of hydraulic structures; design of
foundations and retaining structures, intake and tailrace gate or stoplog
structures; and structural analyses and design of reinforced concrete, structural
steel, and timber.

We shall perform general civil engineering and architectural services sufficient to
design and develop specifications for the procurement of the materials and
accessories required therein.

The Turner Group and their Electrical Subconsultant (i.e. Waldron Engineering,
Lee F. Carroll, PE, or Bancroft Contracting Company Electrical Engineering
Subcontractor) shall perform general mechanical, electrical, and systems design
services sufficient to design site and station utility, and protection services and
systems, and to develop specifications for the procurement of the equipment
and systems contained therein.

The Electrical Subconsultant shall perform electrical analyses and design
sufficient to develop a power transmission, metering, and protection scheme
acceptable to the interconnecting utility, plus all station electrical service needs
for final utility approval. Design and installation drawings shall be prepared.
We shall prepare drawings of the powerhouse including demolition and
structural restoration drawings as needed to fit the TGC inside the existing
footprint as best as practicable and equipment arrangements. Provide plan,
elevation and sectional views of the powerhouse, including arrangement of

CLIENT: City of Nashua
CONSULTANT Hazen and Sawyer

PROJECT: EPA Municipal Separate Storm Sewer
System (MS4) Support Services
AGREEMENT FOR PROFESSIONAL SERVICES
AMENDMENT Ne 1

This Amendment dated the day of ,20 to the Agreement for
Professional Services (“the “Agreement”) dated the 18th day of February, 2021 is made and
entered into between City of Nashua ("CLIENT') and Hazen and Sawyer ("CONSULTANT’),
collectively, “the Parties.”.

WHEREAS, the Parties desire to amend “Exhibit B--Hazen and Sawyer Scope of Service
Proposal, dated January 21, 2021” and paragraph 4 “COMPENSATION” of the Agreement

NOW THEREFORE, in consideration of the mutual promises herein contained, CLIENT and
HAZEN agree to modify the following paragraphs of the Agreement.

Exhibit B--Hazen and Sawyer Scope of Service Proposal, dated January 21, 2021

The Scope of Services currently authorized to be performed by HAZEN in accordance with the
Agreement, and previous Amendments, if any, is modified as follows:

Task 1 — Dry Weather Outfall Screening and Sampling
Addition of 100 outfalls to be screened and sampled, project management, and QA/QC of second
summary memorandum.

Task 7 — Annual Reports
Additional labor for second year annual report.

COMPENSATION

For the Additional and/or Changed Services to services set forth above, CLIENT shall pay HAZEN
the following additional compensation:

Task 1 — Dry Weather Outfall Screening and Sampling $28,575
Task 7 — Annual Reports $11,852
Amendment 1 increases the current Contract Agreement Maximum Amount from $187,550 by

$40,427 to a revised Maximum Amount of $227,977. The cost of the additional services shall not
exceed $40,427

MS4 Assistance ff Amendment No. 1 r1.docx020218 Page f of 2
161544 Amendment No. 1

turbines, generators, control gates, switchgear, control panels, all other auxiliary
mechanical and electrical equipment, and other space provisions.

We shall prepare documentation for start-up and testing procedures and
requirements.

C. Regulatory Applications

In coordination with and on behalf of the City of Nashua, The Turner Group will
obtain all federal, state and City permits, exemption certifications, and approvals for
construction. Services shall include the preparation and submittal of applications
and general technical assistance.

The Turner Group shall investigate and inform the City of the requirements by the
Federal Energy Regulatory Commission (FERC). The Turner Group shall prepare and
submit on behalf of the City the appropriate FERC required project documentation
including a temporary emergency action plan (TCEAP) and quality control inspection
plan (QCIP).

D. Construction Administration Services

The following services shall be provided by The Turner Group and their
Subconsultants.

1. Review and approve submittal drawings, samples, and other submissions of
the Vendors and Contractor for general conformance to the design concept
of the project and for general compliance with the contract documents.

2. Preview for general compliance with the contract documents and approve
operation and maintenance manuals, construction schedules review,
guarantees and warrantees by the Vendors, Contractors, and certificates
which are to be assembled and submitted by the Vendors and/or
Contractors.

3. Prepare routine change orders, supplemental design information requests
for information, and other documentation as required for construction and
procurement associated with the project.

4. Perform customary field observation services during construction. Services
shall include, visual observation, technical support, documentation,

5

assessment and review of: foundation subgrade, material and conditions;
subgrade material placement, compaction and testing; concrete placement
and testing; material and equipment samples, submittals and test data. On
behalf of the City, The Turner Group will subcontract with testing companies
who will provide quality assurance and quality control on materials being
installed for, but not limited to, concrete reinforcement, concrete mixes, and
mechanical air flow ventilation for the powerhouse. Electrical testing will be
performed by our Electrical Subconsultant, as they and the governing utility
deem necessary to confirm compliance with regulatory requirements. The
Turner Group fee shall include construction testing including: concrete,
geotech, and final “Third Party” electrical testing of protective relays per the
utility approvals for the project.

Be present at the project site to observe and document critical activities,
including: excavation, construction, assembly, installation, monitoring and
testing.

During the manufacture and factory testing of the turbine/generator
equipment, The Turner Group may visit the manufacturing and testing
facilities to visually inspect, monitor, and document the progress schedule,
workmanship, specification compliance, operation and performance testing,
and operating characteristics.

Assist and participate in the initial start-up, testing, and commissioning of
the project, including, but not limited to: training personnel, check-out and
testing of mechanical, electrical instrumentation, and control systems;
turbine performance confirmation, and general preparation of the facility for
operational readiness.

Review the Contractor’s request for progress payments; advise the City as to
the extent of the work completed in accordance with the terms of the
contract documents as of the date of the Contractor's payment request; and
issue for processing by the City certificates for payment in the accepted
amount.

Prepare and submit to the City a Weekly Construction Progress Report.
Project reporting to include: 1). weekly project meeting minutes, 2). field
observation reports with photos, and 3). a monthly report including 1). and
2). plus a schedule and budget report. The report shall summarize all events

10.

associated with the construction of the project during the past week,
including, but not limited to: ongoing discussions with the City of Nashua,
state/federal agencies, and other interested parties; description of and
reason for any construction delays or accelerations, problems encountered,
corrective action (taken or proposed), and change orders under
consideration or approved; proposed and approved changes in project
design, drawings, and specifications; description of construction, material,
and equipment defects and proposed or completed rectification;
documents, samples, and test data submitted and approved or rejected,
issuance of revised or additional drawings and specifications; current
construction progress schedule; and a monthly progress payment request in
accordance with the terms of compensation outlined herein.

Conduct a final review to determine if the project is substantially complete,
provide a written determination that the project has been completed in
general accordance with the contract documents and the Contractor has
substantially completed all of the contract obligations. Upon satisfactory
review, the Turner Group shall prepare a Certificate of Completion and
submit to the City for processing and approval.

11. Transmit to the City all Vendor guarantees, affidavits, releases, bonds, and

12.

waivers to be furnished by the Contractor and the equipment supplier
during the course of project construction.

Upon completion of the construction and successful operation of the
project, The Turner Group shall prepare a final report documenting the as-
built condition of the project. The final project report shall summarize all
change orders issued during the Design and Construction phases of the
project. Change orders generating a change in the scope of the project, or
modifications to the drawings and specifications shall be identified. The final
project report shall document all modifications during the construction,
“as-built” drawings, start-up, testing, or initial operation phase of the project
which resulted in changes in design criteria, design and engineering
analyses, plant performance, plant operating scheme, or the power sales
scheme.

E. Documentation and Presentation

1.

Submittals and Approvals