Search

STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND CONTRACTOR

This agreement is made:

BETWEEN the OWNER: City of Nashua, New Hampshire

229 Main Street
Nashua, NH 03060-2019

And the CONTRACTOR: Stearns, Conrad, and Schmidt Engineers, Inc.

dba SCS Field Services
11260 Roger Bacon Dr., Suite 401
Reston, VA 20190

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

For the following Project: 2021 Landfill Gas Expansion Construction Services

ARTICLE 1— THE CONTRACT DOCUMENTS

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

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

Bid Item Definitions — attached as Exhibit A:

Technical Specifications — attached as Exhibit B;

Plans and Drawings, dtd January 2021 — attached as Exhibit C;

Bid Schedule submitted February 4, 2021 — attached as Exhibit D;

Payment and Performance Bonds;

Insurance Certificate;

Notice of Award;

Notice to Proceed;

. Certificate of Substantial Completion;

. Certificate of Final Completion;

. Contractor Final Release and Waiver of Lien;

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

Agreement; and

. Fully Executed OWNER Purchase Order

Page 1 of 13

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents
which are not listed in this Article are not part of the Contract.

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

ARTICLE 2— WORK TO BE PERFORMED

Except as otherwise provided in this contract, CONTRACTOR shall 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.

DESCRIPTION OF WORK:

To install nine (9) new vertical gas collection wells with liquid pumping systems, drain tube
surface collection layers, and HDPE geomembrane over the ground surface adjacent to the
residential setback walls in the Phase II landfill to control odors, mitigate fugitive methane
surface emissions and comply with the NHDES approved Operating Plan — Phase I/II/III
Secure Landfill Expansion and the Landfill Gas Collection System Enhanced Monitoring
Protocol/Standard Operating Procedures (EMP/SOP).

ARTICLE 3 — PERIOD OF PERFORMANCE

Project will begin once a written “Notice to Proceed” is issued.

The CONTRACTOR will have 60 calendar days from the date of issuance of the Notice to Proceed
to reach Substantial Completion and 90 calendar days from the date of issuance of the Notice to
Proceed to reach Final Completion.

Substantial Completion is defined as the time at which the Work (or a specified part thereof) has
progressed to the point where, in the opinion of OWNER the Work (or a specified part thereof) is
sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified
part thereof) can be utilized for the purposes for which it is intended.

Liquated damages of FIVE HUNDRED and 00/100 DOLLARS ($500.00) per_calendar day will
be assessed for delays beyond the established dates for substantial completion and final
completion.

ARTICLE 4— CONTRACT SUM

Subject to additions and deductions by Change Order, the OWNER shall pay CONTRACTOR, in
accordance with the Contract Documents, the Contract Sum of:

FOUR HUNDRED SEVEN THOUSAND EIGHT HUNDRED SIXTY and 00/100 DOLLARS

($ 407,860.00)
The Contract Sum shall include all items and services necessary for the proper execution and
completion of the Work.

Page 2 of 13

ARTICLE 5 — INSURANCE AND INDEMNIFICATION

CONTRACTOR shall carry and maintain in effect during the performance of services under this
contract:
> General liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> Motor Vehicle Liability: $1,000,000 Combined Single Limit;*Coverage must include all
owned, non-owned and hired vehicles; and
> Workers’ Compensation Coverage in compliance with the State of NH Statutes,
$100,000/$500,000/$100,000.

The parties agree that CONTRACTOR shall have the status of and shall perform all work under
this contract as an independent CONTRACTOR, maintaining control over all its consultants, sub
consultants, or subcontractor’s. The only contractual relationship created by this contract is between
the OWNER and CONTRACTOR, and nothing in this contract shall create any contractual
relationship between the OWNER and CONTRACTOR’s consultants, sub consultants, or
subcontractor’s. The parties also agree that CONTRACTOR is not an OWNER employee and that
there shall be no:

Withholding of income taxes by the OWNER:

Industrial insurance coverage provided by the OWNER;

Participation in group insurance plans which may be available to employees of the OWNER;
Participation or contributions by either the independent CONTRACTOR or the OWNER
to the public employee’s retirement system;

. Accumulation of vacation leave or sick leave provided by the OWNER;

6. Unemployment compensation coverage provided by the OWNER.

YN

CONTRACTOR will provide the OWNER with certificates of insurance for coverage as listed
below and endorsements affecting coverage required by the contract within ten calendar days after
the OWNER issues the notice of award. The OWNER requires thirty days written notice of
cancellation or material change in coverage. The certificates and endorsements for each insurance
policy must be signed by a person authorized by the insurer and who is licensed by the State of
New Hampshire. General Liability, Employers’ Liability and Auto Liability policies must
name the City of Nashua as an additional insured and reflect on the certificate of insurance.
CONTRACTOR is responsible for filing updated certificates of insurance with the OWNER's
Risk Management Department during the life of the contract.

> All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

>» The specified insurance requirements do not relieve CONTRACTOR of its responsibilities
or limit the amount of its liability to the OWNER or other persons, and CONTRACTOR is
encouraged to purchase such additional insurance, as it deems necessary.

>» The insurance provided herein is primary, and no insurance held or owned by the OWNER
shall be called upon to contribute to a loss.

> CONTRACTOR is responsible for and required to remedy all damage or loss to any
property, including property of the OWNER, caused in whole or part by CONTRACTOR
or anyone employed, directed, or supervised by CONTRACTOR.

Page 3 of 13

>» The insurance provided herein is primary, and no insurance held or owned by the OWNER,
shall be called upon to contribute to a loss.

> CONTRACTOR is responsible for and required to remedy all damage or loss to any
property, including property of the OWNER, caused in whole or part by CONTRACTOR
or anyone employed, directed, or supervised by CONTRACTOR.

Regardless of any coverage provided by any insurance, CONTRACTOR agrees to indemnify
and hold harmless the OWNER, its agents, officials, employees and authorized representatives
and their employees from and against any and all suits, causes of action, legal or administrative
proceedings, arbitrations, claims, demands, damages, liabilities, interest, attorney’s fees, costs
and expenses of any kind or nature in any manner caused, occasioned, or contributed to in whole
or in part by reason of any negligent act, omission, or fault or willful misconduct, whether active
or passive, of CONTRACTOR or of anyone acting under its direction or control or on its behalf
in connection with or incidental to the performance of this contract CONTRACTOR’s
indemnity and hold harmless obligations, or portions thereof, shall not apply to liability caused
by the sole negligence or willful misconduct of the party indemnified or held harmless.

Page 4 of 13

Board of Aldermen Page 14
July 12, 2016

R-16-043
Endorsers: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire
Alderwoman Mary Ann Melizzi-Golja
Alderman Richard A. Dowd
Alderman June M. Caron
Alderman Ken Siegel
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Tom Lopez
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF $63,648 FROM THE
DEPARTMENT OF HOMELAND SECURITY INTO FIRE GRANT ACTIVITY “FY2015
ASSISTANCE TO FIREFIGHTERS
GRANT”
Given its second reading;

MOTION BY ALDERMAN WILSHIRE FOR FINAL PASSAGE OF R-16-043
ON THE QUESTION

Alderman Deane

Are these two pieces of legislation time sensitive?

Alderman Wilshire

We don’t have another meeting in July and typically wnen we get grants in June and pass them in July
it’s because we only have one meeting in July and one meeting in August.

Alderman Deane

But it’s not because they are time sensitive in the body of the grants that we are getting. We don’t have
to meet a certain timeline or holding up a process.

Alderman Wilshire

| would have to ask Deputy Chief Kerrigan who is here this evening.

(Inaudible from a member in the audience)

Alderman Lopez

You said one year and it looks like it says 2015. When did the year start?

Alderman O’Brien

Deputy Chief Kerrigan, if we delay on this would it be detrimental if we didn’t act forthwith on this?

Deputy Chief Kerrigan

The equipment that it is replacing is 20 years old so we’d like it replaced as soon as possible. It’s costing
us money to maintain the current systems that we have in place.

Board of Aldermen — 9/26/17 Page 12
Alderman Wilshire

And not the neighborhood they live in. Yes.

Alderman Lopez

| was just going to clarify in addition to what Alderman Wilshire. The way it was originally written the person could
either be living in a low income neighborhood, a person who had a low income or even could be working for an
agency that represented low income. Through discussions, we felt it made more sense to actually have a person
of low income represent the people who have low income. Alderman LeBrun wanted to confirm in describing this
person we were making sure we were talking about a Nashua city resident.

Alderman O’Brien

| think | see the intention here, but | am very concerned of the labeling that could go on with this. It’s not just a
citizen we are putting on. We are clearly identifying that this citizen has to be a low income resident. I’m just
concerned that there is no attached stigma to any of that. If that is the objective, fine, but to clearly identify that
person “you are on the board because you are a low income resident” | don’t know.

Alderman Moriarty

I’m going to back up Alderman O’Brien’s statement from a different objective. | have an issue with this similarly.
The original says the three commissioners shall be Nashua residents representing a cross section of the
community. That should be sufficient. Why don’t we add a special commissioner for seniors or why don’t we add
a special commissioner for a minority group or why don’t we add a special commissioner to represent republicans
or a special commissioner to represent democrats? You could itemize an endless list of people that you could
come up with a commissioner to represent. Why are we singling out and identifying a commissioner that shall
only be low income? Why not just let the Board President and the Mayor choose to select that person because
the Mayor sees a low income person as a representative of the cross-section of the community.

Alderman Wilshire

It doesn’t have to be. You could make that amendment if you'd like.

President McCarthy

Is there any time sensitivity to this legislation.

Alderman Wilshire

There is. We were hoping to get the members appointed before the process begin.

President McCarthy

Which is when?

Alderman Wilshire

The composition of this commission is changing from the five commissioners and up to 30 volunteers to a 7-
member commission. Appointing those people and getting this process up and running is sort of time sensitive. It

has to fall in line with the whole budget. It has to be done over a certain number of months. We were hoping to
get it passed at this meeting. We can change that if that’s the Board’s preference.

General Terms and Conditions

ARTICLE 6 — GENERAL PROVISIONS

1.

The Contract represents the entire and integrated agreement between the parties and
supersedes prior negotiations, representations or agreements, either written or oral. The
Contract may be amended or modified only by a written modification.

The term “Work” means the construction and services required by the Contract Documents,
and include all other labor, materials, equipment and services provided by the
CONTRACTOR to fulfill the CONTRACTOR’s obligations.

The intent of the Contract Documents is to include all items necessary for the proper
execution and completion of the Work by the CONTRACTOR. The Contract Documents
are complementary, and what is required by one shall be as binding as if required by all.

In the case of a discrepancy, calculated dimensions will govern over scaled dimensions,
Contract Drawings will govern over Standard Specifications, and Technical Specifications
will govern over both Contract Drawings and Standard Specifications. In the case of a
discrepancy between the Agreement and other Contract Documents, the more specific or
stringent obligation or requirement to the benefit of the OWNER shall take precedence.
The CONTRACTOR shall take no advantage of any apparent error or omission in the
Contract Drawings or Technical Specifications, and the Engineer will be permitted to make
such corrections and interpretations as may be deemed necessary to fulfill the intent of the
Contract Documents.

ARTICLE 7—- OWNER

1.

Except for permits and fees, which are the responsibility of the CONTRACTOR under the
Contract Documents, the OWNER shall obtain and pay for other necessary approvals,
easements, assessments and charges.

If the CONTRACTOR fails to correct Work that is not in accordance with the Contract
Documents, the OWNER may direct the CONTRACTOR in writing to stop the Work until
the correction is made.

If the CONTRACTOR defaults or neglects to carry out the Work in accordance with the
Contract Documents and fails within a seven (7) day period after receipt of written notice
from the OWNER to correct such default or neglect with diligence and promptness, the
OWNER may, without prejudice to other remedies, correct such deficiencies. In such case,
a Change Order shall be issued deducting the cost of correction from payments due the
CONTRACTOR.

The OWNER reserves the right to perform construction or operations related to the project
with the OWNER’s own forces, and to award separate contracts in connection with other
portions of the project.

The CONTRACTOR shall coordinate and cooperate with separate CONTRACTORs
employed by the OWNER.

Costs caused by delays or by improperly timed activities or defective construction shall be
borne by the responsible party.

Page 5 of 13

ARTICLE 8—- CONTRACTOR

1.

10.

11.

12.

13.

Execution of the Contract by the CONTRACTOR is a representation that the
CONTRACTOR has visited the site, become familiar with local conditions under which the
Work is to be performed and correlated personal observations with requirements of the
Contract Documents.

The CONTRACTOR shall carefully study and compare the Contract Documents with each
other and with information furnished by the OWNER. Before commencing activities, the
CONTRACTOR shall: (1) take field measurements and verify field conditions; (2)
carefully compare this and other information known to the CONTRACTOR with the
Contract Documents; and (3) promptly report errors, inconsistencies or omissions discovered
to the OWNER.

Within ten (10) days of notification of award, and prior to commencement of work, the
CONTRACTOR shall obtain and forward to OWNER a Payment Bond and a Performance
Bond representing 100% of the contract work.

The CONTRACTOR shall supervise and direct the Work, using the CONTRACTOR’s
best skill and attention. The CONTRACTOR shall be solely responsible for and have
control over construction means, methods, techniques, sequences and procedures, and for
coordinating all portions of the Work.

The CONTRACTOR, as soon as practicable after award of the Contract, shall furnish in
writing to the OWNER the names of subcontractors or suppliers for each portion of the
Work. The OWNER will promptly reply to the CONTRACTOR in writing if, after due
investigation, he has reasonable objection to the subcontractors or suppliers listed.

Unless otherwise provided in the Contract Documents, the CONTRACTOR shall provide
and pay for labor, materials, equipment, tools, utilities, transportation, and other facilities
and services necessary for proper execution and completion of the work.

The CONTRACTOR shall deliver, handle, store and install materials in accordance with
manufacturers’ instructions.

The CONTRACTOR warrants to the OWNER that (1) materials and equipment furnished
under the contract will be new and of good quality unless otherwise required or permitted by
the Contract Documents; (2) the Work will be free from defects not inherent in the quality
required or permitted; and (3) the Work will conform to the requirements of the Contract
Documents.

The CONTRACTOR shall pay sales, consumer, use and similar taxes that are legally
required when the Contract is executed.

The CONTRACTOR shall obtain and pay for the building permit and other permits and
governmental fees, licenses and inspections necessary for proper execution and completion
of the Work.

The CONTRACTOR shall comply with and give notices required by agencies having
jurisdiction over the Work. If the CONTRACTOR performs Work knowing it to be
contrary to laws, statutes, ordinances building codes, and rules and regulations without notice
to the OWNER, the CONTRACTOR shall assume full responsibility for such Work and
shall bear the attributable costs. The CONTRACTOR shall promptly notify the OWNER
in writing of any known inconsistencies in the Contract Documents with such governmental
laws, rules and regulations.

The CONTRACTOR shall promptly review, approve in writing and submit Shop Drawings,
Product Data, Samples and similar submittals required by the Contract Documents. Shop
Drawings, Product Data, Samples and similar submittals are not Contract Documents.

The CONTRACTOR shall confine operations at the site to areas permitted by law,
ordinances, permits, the Contract Documents and the OWNER.

Page 6 of 13

14. The CONTRACTOR shall be responsible for cutting, fitting or patching required

completing the Work or to make its parts fit together properly.

15. The CONTRACTOR shall keep the premises and surrounding area free from accumulation

of debris and trash related to the Work.

16. Upon completion of WORK, CONTRACTOR warrants and guarantees to OWNER, for

one (1) year, and that all WORK was completed in accordance with the Contract Documents
and will not be defective. CONTRACTOR’s warranty and guarantee hereunder excludes
defects or damage caused by:

> Abuse, modification, or improper maintenance or operation by persons other than
CONTRACTOR, subcontractors, suppliers, or any other individual or entity for
whom CONTRACTOR is responsible; or

> Normal wear and tear under normal usage.

ARTICLE 9 — CHANGES IN THE WORK

1.

After execution of the Contract, changes in the Work may be accomplished by Change Order
or by order for a minor change in the Work. The OWNER, without invalidating the
Contract, may order changes in the Work within the general scope of the Contract consisting
of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted
accordingly.

A Change Order shall be a written order to the CONTRACTOR signed by the OWNER to
change the Work, Contract Sum or Contract Time.

Change Order requests must include material and equipment cost plus labor with a profit
margin of no more than 10%. Change Orders may require approval by the Board of Public
Works and the OWNER’s Finance Committee vote prior to proceeding.

The OWNER will have authority to order minor changes in the Work not involving changes
in the Contract Sum or the Contract Time and not inconsistent with the intent of the Contract
Documents. Such changes shall be written orders and shall be binding on the OWNER and
CONTRACTOR. The CONTRACTOR shall carry out such written orders promptly.

If concealed or unknown physical conditions are encountered at the site that differ materially
from those indicated in the Contract Documents or from those conditions ordinarily found to
exist, the Contract Sum and Contract Time shall be subject to equitable adjustment following
authorization of the OWNER to the charges.

ARTICLE 10 — TIME

1.
2.

Time limits stated in the Contract Documents are of the essence to the Contract.

If the CONTRACTOR is delayed at any time in progress of the Work by changes ordered
in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or
other causes beyond the CONTRACTOR’ control, the Contract Time shall be extended by
Change Order for such reasonable time as may be determined.

ARTICLE 11 —- PAYMENTS AND COMPLETION

1.

The Contract Sum stated in the Agreement, including authorized adjustments, is the total
amount payable by the OWNER to the CONTRACTOR for performance of the Work under
the Contract Documents.

Page 7 of 13

10.

11.

Once every thirty (30) days, the CONTRACTOR shall submit an itemized Application for
Payment for operations completed in accordance with the values stated in the Agreement.
Such application shall be supported by such data substantiating the CONTRACTOR’s right
to payment as the OWNER may reasonably require.

Application for Payment performed under this agreement shall be submitted as follows:

>» Electronically via email to VendorAPInvoices@NashuaNH. gov
OR
>» Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable
229 Main Street
Nashua, NH 03060

Please do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the OWNER
requires that all submitted invoices contain a valid PURCHASE ORDER NUMBER.
The CONTRACTOR warrants that title to all Work covered by an Application for Payment
will pass to the OWNER no later than the time of payment. The CONTRACTOR further
warrants that upon submittal of an Application for Payment, all 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.
OWNER shall make payments, for work satisfactorily completed and accurately invoiced,
on the basis of CONTRACTORs Application for Payment, within 30 days of approval by
the OWNER.

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.

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

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.

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.

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.

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.

Page 8 of 13