Search

Work for which Certificates for Payment have been previously issued and payments
received from the OWNER shall, to the best of the CONTRACTOR’s knowledge,
information and belief, be free and clear of liens, claims, security interests or other
encumbrances adverse to the OWNER’s interests.

5. OWNER shall make payments, for work satisfactorily completed and accurately invoiced,
on the basis of CONTRACTORSs Application for Payment, within 30 days of approval by
the OWNER.

6. The CONTRACTOR shall promptly pay each subcontractor and supplier out of the
amount paid to the CONTRACTOR on account of such entities’ portion of the Work.

7. The OWNER shall have no responsibility for the payment of money to a subcontractor or
supplier.

8. An Application for Payment, a progress payment, or partial or entire use or occupancy of
the project by the OWNER shall not constitute acceptance of Work not in accordance with
the requirements of the Contract Documents.

9. Substantial completion is the stage in the progress of the Work when the Work or
designated portion thereof is sufficiently complete in accordance with the Contract
Documents so the OWNER can occupy or utilize the Work for its intended use.

10.When the Work or designated portion thereof is substantially complete, the
CONTRACTOR and OWNER shall establish responsibilities for completion and shall fix
the time within which the CONTRACTOR shall finish all items on the list accompanying
the Certificate. Warranties required by the Contract Documents shall commence on the
date of Substantial Completion of the Work or designated portion thereof unless otherwise
provided in the Certificate of Substantial Completion.

11. Upon receipt of a final Application for Payment, the OWNER will inspect the Work.
When he finds the Work acceptable and the Contract fully performed, the OWNER will
promptly issue a final Certificate for Payment.

12. Acceptance of final payment by the CONTRACTOR, a subcontractor or supplier shall
constitute a waiver of claims by that payee except those previously made in writing and
identified by that payee as unsettled at the time of final Application for Payment.

ARTICLE 12— RETAINAGE

1. The OWNER will retain a portion of the progress payment, each month, in accordance with
the following procedures:

a. The OWNER will establish an escrow account in the bank of the OWNER’s
choosing. The account will be established such that interest on the principal will be
paid to the CONTRACTOR. The principal will be the accumulated retainage paid
into the account by the OWNER. The principal will be held by the bank, available
only to the OWNER, until termination of the contract.

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

C. After the work is 50% complete, and provided the CONTRACTOR has satisfied
the OWNER 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.

CA- 8 of 12

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

ARTICLE 13 — PROTECTION OF PERSONS AND PROPERTY

1. The CONTRACTOR shall be responsible for initiating, maintaining and supervising all
safety precautions and programs, including all those required by law in connection with
performance of the Contract. The CONTRACTOR shall promptly remedy damage and
loss to property caused in whole or in part by the CONTRACTOR, or by anyone for
whose acts the CONTRACTOR may be liable.

ARTICLE 14—- CORRECTION OF WORK

1. The CONTRACTOR shall promptly correct Work rejected by the OWNER as failing to
conform to the requirements of the Contract Documents. The CONTRACTOR shall bear
the cost of correcting such rejected work

2. In addition to the CONTRACTOR’s other obligations including warranties under the
Contract, the CONTRACTOR shall, for a period of one year after Substantial Completion,
correct work not conforming to the requirements of the Contract Documents.

3. Ifthe CONTRACTOR fails to correct nonconforming Work within a reasonable time, the
OWNER may correct it and the CONTRACTOR shall reimburse the OWNER for the
cost of the correction.

ARTICLE 15 — PROHIBITED INTERESTS

CONTRACTOR shall not allow any officer or employee of the OWNER to have any indirect or
direct interest in this contract or the proceeds of this contract. CONTRACTOR warrants that no
officer or employee of the OWNER has any direct or indirect interest, whether contractual, non-
contractual, financial or otherwise, in this contract or in the business of the CONTRACTOR.
CONTRACTOR 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. CONTRACTOR further warrants that no
person having such an interest shall be employed in the performance of this contract. If any such
interest comes to the attention of CONTRACTOR at any time, a full and complete disclosure of
the interest shall be immediately made in writing to the OWNER. If OWNER determines that a
conflict exists and was not disclosed to the OWNER, it may terminate the contract at will or for
cause.

ARTICLE 16 — TERMINATION OF THE CONTRACT

TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL

The OWNER, in its sole discretion, shall have the right to terminate, abandon, or suspend all or
part of the project and contract at will. If the OWNER chooses to terminate, abandon, or suspend
all or part of the project, it shall provide CONTRACTOR 10 day’s written notice of its intent to
do so. If all or part of the project is suspended for more than 90 days, the suspension shall be
treated as a termination at will of all or that part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, CONTRACTOR shall:

CA- 9 of 12

Immediately discontinue work on the date and to the extent specified in the notice.

Provide the OWNER with a list of all unperformed services.

C. Place no further orders or sub-contracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.

d. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the OWNER of all orders or sub contracts to the extent they relate to
the performance of work terminated, abandoned, or suspended under the notice,
assign to the OWNER any orders or sub contracts specified in the notice, and
revoke agreements specified in the notice.

e. Not resume work after the effective date of a notice of suspension until receipt of a

written notice from the OWNER to resume performance.

ass

In the event of a termination, abandonment, or suspension at will, CONTRACTOR shall receive
all amounts due and not previously paid to CONTRACTOR for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work thereafter
completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.

TERMINATION FOR CAUSE

This agreement may be terminated by the OWNER on 10 calendar day’s written notice to
CONTRACTOR in the event of a failure by CONTRACTOR to adhere to any or all the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the OWNER, to
complete or make sufficient progress on the work in a timely and professional manner.
CONTRACTOR shall be given an opportunity for consultation with the OWNER prior to the
effective date of the termination. CONTRACTOR may terminate the contract on 10 calendar
days written notice if, through no fault of CONTRACTOR, the OWNER fails to pay
CONTRACTOR for 45 days after the date of approval by the OWNER of any Application for
Payment.

Upon receipt of notice of termination for cause, CONTRACTOR shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the OWNER with a list of all unperformed services.

3. Place no further orders or sub-contracts for materials, services, or facilities, other than as
may be necessary or required for completion of such portion of work under the contract
that is not terminated.

4. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory to
the OWNER of all orders or sub contracts to the extent they relate to the performance of
work terminated, abandoned, or suspended under the notice, assign to the OWNER any
orders or sub contracts specified in the notice, and revoke agreements specified in the
notice.

5. Not resume work after the effective date of a notice of termination unless and until receipt
of a written notice from the OWNER to resume performance.

In the event of a termination for cause, CONTRACTOR shall receive all amounts due and not
previously paid to CONTRACTOR for work satisfactorily completed in accordance with the

contract prior to the date of the notice, less all previous payments. No amount shall be allowed or

CA- 10 of 12

paid for anticipated profit on unperformed services or other unperformed work. Any such payment
may be adjusted to the extent of any additional costs occasioned to the OWNER by reasons of
CONTRACTOR's failure. CONTRACTOR shall not be relieved of liability to the OWNER for
damages sustained from the failure, and the OWNER may withhold any payment to the
CONTRACTOR until such time as the exact amount of damages due to the OWNER is
determined. All claims for payment by the CONTRACTOR must be submitted to the OWNER
within 30 days of the effective date of the notice of termination.

If after termination for the failure of CONTRACTOR to adhere to any of the terms and conditions
of the contract or for failure to satisfactorily, in the sole opinion of the OWNER, to complete or
make sufficient progress on the work in a timely and professional manner, it is determined that
CONTRACTOR had not so failed, the termination shall be deemed to have been a termination at
will. In that event, the OWNER shall, if necessary, make an adjustment in the compensation paid
to CONTRACTOR such that CONTRACTOR receives total compensation in the same amount
as it would have received in the event of a termination-at-will.

GENERAL PROVISIONS FOR TERMINATION

Upon termination of the contract, the OWNER may take over the work and prosecute it to
completion by agreement with another party or otherwise. Upon termination of the contract or in
the event CONTRACTOR shall cease conducting business, the OWNER shall have the right to
solicit applications for employment from any employee of the CONTRACTOR assigned to the
performance of the contract. Neither party shall be considered in default of the performance of
such obligations is prevented or delayed by any cause, existing or future, which is beyond the
reasonable control of such party. Delays arising from the actions or inactions of one or more of
CONTRACTOR's principals, officers, employees, agents, subcontractors, sub consultants,
vendors, or suppliers are expressly recognized to be within CONTRACTOR's control.

ARTICLE 17 — DISPUTE RESOLUTION

The parties shall attempt to resolve any dispute related to this contract as follows. Either party
shall provide to the other party, in writing and with full documentation to verify and substantiate
its decision, its stated position concerning the dispute. No dispute shall be considered submitted
and no dispute shall be valid under this provision unless and until the submitting party has
delivered the written statement of its position and full documentation to the other party. The
parties shall then attempt to resolve the dispute through good faith efforts and negotiation between
the OWNER Representative and the CONTRACTOR Representative. At all times,
CONTRACTOR shall carry on the work under this contract and maintain and complete work in
accordance with the requirements of the contract or determination or direction of the OWNER. If
the parties are unable to resolve their dispute as described above within 30 days, the parties may
request that the dispute be submitted to the Board of Public Works for resolution. If the parties are
dissatisfied with the decision of the Board of Public Works, the parties’ reserve the right to pursue
any available legal and/or equitable remedies for any breaches of this contract except as that right
may be limited by the terms of this contract.

ARTICLE 18 —- 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

CA- 11 of 12

Board of Aldermen — 9/12/17 Page 19

comment on the beauty of our downtown. They’re right. It is a beautiful downtown. Like every merchant
behind me, our shops and our restaurants are individual destinations for visitors. | would love nothing more
than to not make jajaBelle’s a destination any more but rather be proud that | have been replaced by a much
bigger and cohesive destination called downtown Nashua.

| believe a performing arts center specifically at Alec will achieve this and put our city on the map. I’m excited
about the arts but truthfully and a lot of people may disagree with me, | think bringing a performing arts center
to Nashua has very little to do with the arts. It has everything to do with bringing culture and vibrancy and life
to our city and the heart of our city. 1’ll be honest with all of you and you’ve heard me say it. If this doesn’t
pass and we can’t come together as a city on the kind of downtown we want not only for ourselves but for our
visitors, | really do need to think long and hard if | want to continue being in my hometown. I’m not saying this
because I’m bitter and I’m not getting my own way but because | have very little faith in those that are elected
can come together to put our differences aside to progress our city.

| would like to read you an excerpt from the business plan that | have for JaJaBelle’s. This is actually
regarding the target market. “In the next few years with the development of a museum, performing arts center,
hotel, and movie theater, commuter rail, and condominiums, the downtown market will continue to expand.
The target age will range from those in their 20s to those approaching retirement age with the same common
bond. They want to live and surround themselves with the art, music and dining provided by our downtown.”
This is proof we have not progressed. This business plan was written with a master plan and | wrote this over
14 years ago. It is absolutely shameful that these words are still relevant today.

To the Aldermen who vote no, well | don’t own you actually but | just want to ask you in 14 years if we were to
fast forward are we going to still be talking about the same thing? I’m not in politics and this is just tiring.
That’s the truth. | want to end it one thing I’m very proud of. | need bookmarks but they don’t seem to help.
I’ve read from my business plan written over 14 years ago. Today downtown Nashua has become a mecca for
growth, revitalization, and community commitment. | am very proud that that spirit still rings true today. Thank
you.

Judith Carlson, 15 Manchester Street.

Hi my name is Judith Carlson. | moved to Nashua in 1963 and into my house at 15 Manchester Street in Ward
3 in 1976. So I’ve lived in Nashua for a very long time, raised my daughter here, and worked as a commuter to
Nashua for many years in high tech. | was in three Fortune 500 companies, Fortune 50 companies that no
longer exist but as part of my job in marketing communications, | ran a $10 million budget and went through
training on financial management for non-financial managers. So I’m pretty good at reading documents like
what we’re presented by the city and | thought the city and the consultants did an excellent job in looking at all
the different aspects it takes to do an evaluation and a business plan for something that is yes an investment
for the city. I’ve been also very active since retiring. | was on the Board of City Arts Nashua for five years and
I’m not on the Nashua Arts Commission. We do have a very vibrant arts community here who is very
interested in what a performing arts center will do to enhance what we already have here. The Arts
Commission has been running some seminars. We just did one with the NH Division of Economic
Development on how to get more people to come to Nashua and take part in what we already have here in the
arts. We formed a collaborative marketing task force with City Arts Nashua, Great American Downtown with
an aldermanic representative and we are looking at ways to make Nashua known as a destination for the arts
because Chronicle Magazine is already calling us the art hub of New Hampshire. We have more public art
here than in any city in this State and we are admired by other cities and looked at for what we’re doing down
here in the arts already. So a performing arts center would bring so much more to what we’re doing now.

But getting back to what Tracy said before. | have just one more thing that | would like to add here. The
American for the Arts which City Arts Nashua has been affiliated with over five years and we see all the
reports. The Greater Rochester area — Rochester mind you — they’re $12 million yearly impact, almost $8
million just $100 under of that came from spending by audiences. That’s $8 million and had a $12 million
impact. The second smallest was the Monadnock Region of their $18.5 million, there’s $5,380 came from
spending in audiences. When you look at Greater Concord, they have $31 million in total economic impact

Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9th Circuit
Court—Nashua and not elsewhere

ARTICLE 19 — MISCELLANEOUS PROVISIONS

1. Neither party to the Contract shall assign the Contract as a whole without written consent
of the other.

2. Tests, inspections and approvals of portions of the Work required by the Contract

Documents or by laws, ordinances, rules, regulations or orders of public authorities having

jurisdiction shall be made at an appropriate time.

If additional testing is required, the CONTRACTOR shall perform these tests.

4. The OWNER shall pay for tests except for testing Work found to be defective for which
the CONTRACTOR shall pay.

wo

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) CONTRACTOR (signature)

James W.Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

CA- 12 of 12

City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

February 10, 2021
Memo #21-079

TO: Mayor Donchess
Finance Committee

SUBJECT: Design Services for Phase Il Pump Station Upgrades in the amount not to exceed $39,500
funded from account SFR Loan

Please see attached communications from David Boucher, Superintendent of the Wastewater Department,
dated January 28, 2021 for project specific details related to this purchase. Below please find a summary
of the purchase approval request:

Item: Phase Il Pump Station plans to be modified and updated for upcoming bid
documentation to include 6 pump stations and 1 CSO pump station off Bridge
Street. This includes a necessary certification stamp required by the state of NH
for SRF project bid.

Value: $39,500

Vendor: Woodard and Curran

Department: 169 Wastewater

Source Fund: SRF Loan

Ordinance: 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 Board of Public Works (1/28/21 BPW Meeting}, The Wastewater Department, and the Purchasing
Department respectfully request your approval of this contract.

Regards,

Kelly Parkinson
Purchasing Manager

Ce: D Boucher
C O'Connor

To:

From:

Re:

B. Motion:

Attachments:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: January 28, 2021

David L. Boucher, Superintendent
Wastewater Department

Phase II Pump Station Upgrades Rebid Design Services

To approve the contract with Woodard Curran to prepare plans and specification
for the Phase II Pump station Upgrades rebid in an amount not to exceed $39,500.
Funding for this contract will be through Department: 169 Wastewater; Fund:
SRF Loan, Activity: Pump station Upgrades Phase II.

Woodard Curran Scope of Work and Fee Schedule

The Nashua Wastewater Treatment Facility pump station upgrades project, which
includes 13 pump stations and one sewer CSO pump station, is being bid in two
phases due to the magnitude of the project. Phase I included 6 pump stations and
am substantially complete. Phase II upgrade includes the remaining 6 pump
stations and one CSO pump station off of Bridge Street.

The original plans and specifications for all the pump stations need to be broken
out for the Phase II upgrades. This requires the original design engineer, Woodard
and Curran, to strikeout the pump stations completed in the Phase I upgrade plan
set and compile the applicable plan sheets just for the Phase II upgrades.
Similarly, they need to compile the specification and bid sheet just for the pump
stations in Phase II work.

Woodard and Curran will prepare the revised plans and specifications with the
goal of bidding this project by April 19". Their costs were estimated at $39,500
and includes both design and bidding services. The costs are reasonable
considering the time it will take to put together this set and incorporate recent
changes from Wastewater Department to original plan set.

ENGINEERING DESIGN PHASE
CONTRACT FOR PROFESSIONAL SERVICES

FOR
TREATMENT WORKS
CITYAFOMAN OF NASHUA, New HAMPSHIRE
This AGREEMENT made and entered into at Hillsborough County, New Hampshire, this day of 2021,

by and between City4ewn of Nashua, New Hampshire hereinafter called the OWNER, and Woodard and Curran
hereinafter called the ENGINEER.
WITNESSETH:

WHEREAS, the OWNER intends to construct Treatment Works: For the Pump Station - Phase II Project, design
documents will be updated to remove the pump station work which is no longer part of the Pump Station Upgrades-
Phase II Project. Scope of Work will include removing unused drawings and specification sections and updating the
Table of Contents and Index of Drawings to reflect the changes. Detail call-outs and cross-references in the
specifications will be reviewed and items which are no longer applicable to the project will be removed, struck out or
otherwise noted to be “not in contract”. Updated “front end” bidding documents will be prepared inconjunction with
the City of Nashua.

hereinafter called the PROJECT, and

WHEREAS, professional sanitary engineering services will be required for construction administration, resident
engineering and related services, and

WHEREAS, such services are of a distinct professional nature and hence not subject to the bidding process,

NOW THEREFORE, in consideration of these premises and of the mutual covenants herein set forth, the OWNER
hereby employs the ENGINEER to furnish the following engineering services in connection with the proposed PROJECT;
and it is agreed by and between the OWNER and the ENGINEER as follows:

2020-11 **Profit not permitted by City of Nashua on all Other Direct Costs, including subcontractors

ENGINEERING DESIGN PHASE CONTRACT Page 2 of 5
For Professional Services for Treatment Works

|. SERVICES TO BE PERFORMED BY THE ENGINEER

A.

Upon execution of this AGREEMENT, the ENGINEER agrees to proceed with all engineering, surveying, drafting,
calculations, borings, and other work as required and necessary to develop and produce final plans, specifications,
and associated contract documents involved in the construction of treatment works for: Pump Station Upgrades -
Phase Il. Scope of Work, attached as Exhibit A and incorporated by reference as if fully set forth herein

1. Plans, Specifications, and Contract Documents
a. The preparation of detailed plans, specifications, and contract documents in accordance with the rules and
regulations of the New Hampshire Department of Environmental Services, Water Division, hereinafter called
the DIVISION, ready for the receipt of bids and the award of construction contracts for said construction; the
work shall also include the preparation of estimates of the cost of construction based on the contract

documents. Prepare-apes SHOR AA SH BO AoA OCtHHe eG -GOCctH Fer Oo CGF ttO-—coHFtG-8

Il. THE OWNER'S RESPONSIBILITIES

A.

Assist the ENGINEER by placing at his disposal all available information pertinent to the PROJECT, including previous
reports and other data relative to the reports.

Make provisions for the ENGINEER to enter upon public and private lands, municipal facilities and industrial
establishments as required to perform work under this AGREEMENT.

The OWNER also agrees to comply with DIVISION and Federal requirements (where applicable) and further agrees to
acquire with the assistance of the ENGINEER all the necessary easements, options or outright purchases of land for
the locations of said treatment works as shown on the contract plans. The provisions of this section shall be satisfied
prior to submission of documents referred to in III (A) below. It is also understood that no approvals of reports or
plans and specifications or other associated documents will be made by the DIVISION without fulfillment of this
requirement.

Wl. TIME OF COMPLETION

A.

The ENGINEER agrees that he will submit to the DIVISION for approval after modification or revision as
recommended by the DIVISION and agreed to by the ENGINEER, the completed final plans, specifications, contract,
and associated documents in compliance with the current issue of the DIVISION's standards of design within
consecutive calendar days following the execution of this AGREEMENT, and deliver same to the OWNER within
calendar days following the date of final approval by the DIVISION.

Rev.2020-09