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Unless the City, in its sole discretion, decides otherwise, the City shall pay Service Provider in
full within 30 days of approval of the submitted monthly invoice forms and progress reports.

15. COMPLIANCE WITH APPLICABLE LAWS. Service Provider, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Service
Provider shall, throughout the period services are to be performed under this contract, monitor
for any changes to the applicable laws, statutes, regulations, ordinances, orders, or requirements,
shall promptly notify the City in writing of any changes to the same relating to or affecting this
contract, and shall submit detailed documentation of any effect of the change in terms of both
time and cost of performing the contract.

16. | NONDISCRIMINATION. If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Service Provider agrees to the following terms. Service
Provider will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Service Provider agrees to take affirmative action to employ, advance
in employment, or to otherwise treat qualified, handicapped individuals without discrimination
based upon physical or mental handicap in all employment practices, including but not limited to
the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff,
termination, rates of pay, or other forms of compensation and selection for training, including
apprenticeship,

Without limitation of the foregoing, Service Provider's attention is directed to 41 CF.R. § 60-
1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated into
this contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action
Obligations of Service Providers and Subcontractor for Disabled Veterans and Veterans of the
Vietnam Era," which, by reference, is incorporated in this contract, and to 41 C.F.R. § 60-471
and the clause entitled "Affirmative Action Obligations of Service Providers and Subcontractors
for Handicapped Workers,” which, by this reference, is incorporated in this contract.

Service Provider agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of
work, and obligation of Service Provider under this contract.

In connection with the performance of work under this contract, Service Provider agrees not to
discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Service Provider agrees, if applicable, to insert these provisions in all subcontracts, except for

subcontracts for standard commercial supplies or raw materials, Any violation of any applicable
provision by Service Provider shall constitute a material breach of the contract,

GC 9 of 13

17. FEDERAL SUBCONTRACTING REQUIREMENTS. If Service Provider awards a subcontract
under this contract, Service Provider, if applicable, shall use the following alternative steps:

A. Using the services of the Smali Business Administration and the Minority
Business Development Agency of the United States Department of
Commerce, as appropriate; and

B. Requiring the subcontractor, if it awards subcontracts, to take the
affirmative steps set forth in paragraph A.

If applicable, Service Provider agrees to complete and submit to the City a Minority Business
Enterprise/Woman Business Enterprise (MBE/WBE} Utilization Report (Standard Form 334)
within 30 days after the end of each fiscal quarter until the end of the contract.

18. ENDORSEMENT. Service Provider shall seal and/or Stamp and sign professional
documents including drawings, plans, maps, reports, specifications, and other instruments of
service prepared by Service Provider or under its direction as required under the laws of the State
of New Hampshire.

19, ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Service Provider shall
not assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City. Any such assignment, transfer, delegation, or
subcontracting without the prior written consent of the City is void. Any consent of the City to
any assignment, transfer, delegation, or subcontracting shall only 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.

20. | Crry INSPECTION OF CONTRACT MATERIALS. The books, records, documents and
accounting procedures and practices of Service Provider related to this contract shall be subject
to inspection, examination and audit by the City, 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,

21. DISPOSITION OF CONTRACT MATERIALS. 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 (c.g., electronic, magnetic, digital) prepared by or supplied
to Service Provider in the performance of its obligations under this contract shall be the
exclusive property of the City and all such materials shall be remitted and delivered, at Service
Provider's expense, by Service Provider to the City upon completion, termination, or cancellation
of this contract. Altematively, if the City provides its written approval to Service Provider, 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 (¢.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its
obligations under this contract must be retained by Service Provider 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, in writing, requests any or all of the materials, then Service Provider
shall promptly remit and deliver the materials, at Service Provider's expense, to the City. Service

GC 10 of 13

Provider shall not use, willingly allow or cause to have such materials used for any purpose other
than the performance of Service Provider's obligations under this contract without the prior
written consent of the City.

22. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Service Provider expressly agrees
that all documents ever submitted, filed, or deposited with the City by Service Provider
(including those remitted to the City by Service Provider 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 (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider 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 Service Provider. The City shall have the right to reproduce any such materials.

Service Provider 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 or any of its officers or employees, in either
their official or individual capacity, for violations of or infringement of the copyright or patent
laws of the United States or of any other nation. Service Provider agrees to indemnify, to defend,
and to hold harmless the City, 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 Service
Provider infringes any copyright or that any equipment, material, or process (or any part thereof)
specified by Service Provider infringes any patent.

Service Provider 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-infringing, or to obtain the
necessary licenses to use the inftinging 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.

23. FINAL ACCEPTANCE. Upon completion of all work under the contract, Service Provider
shall notify the City in writing of the date of the completion of the work and request
confirmation of the completion from the City. Upon receipt of the notice, the City shall confirm
to Service Provider in writing that the whole of the work was completed on the date indicated in
the notice or provide Service Provider with a written list of work not completed. With respect to
work listed by the City as incomplete, Service Provider shall promptly complete the work and
the final acceptance procedure shall be repeated. The date of final acceptance of a project by the
City shail be the date upon which the Board of Public Works or other designated official accepts
and approves the notice of completion.

24, ‘Taxes. Service Provider 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

GC 11 of 13

taxes imposed by law. Service Provider hereby indemnifies and holds harmless the City from
any liability on account of any and all such taxes, levies, duties, assessments, and deductions.

25. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this
contract shall be considered waived by the City. 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 in a written waiver.

26. RIGHTS AND REMEDIES. The duties and obligations imposed by ihe 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.

27, PROHIBITED INTERESTS. Service Provider shall not allow any officer or employee of the
City to have any indirect or direct interest in this contract or the proceeds of this contract. Service
Provider warrants that no officer or employee of the City has any direct or indirect interest,
whether contractual, non-contractual, financial or otherwise, in this contract or in the business of
Service Provider. If any such interest comes to the-attention of Service Provider at any time, a
full and complete disclosure of the interest shall be immediately made in writing to the City.
Service Provider 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. Service Provider further warrants that no
person having such an interest shall be employed in the performance of this contract. If City
determines that a conflict exists and was not disclosed to the City, it may terminate the contract
at will or for cause in accordance with paragraph 8.

In the event Service Provider (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 may
terminate the contract at will or for cause in accordance with paragraph 8. Upon termination,
Service Provider shall refund to the City any profits realized under this contract, and Service
Provider shall be liable to the City for any costs incurred by the City in completing the work
described in this contract. At the discretion of the City, these sanctions shall also be applicable
to any such conviction obtained after the expiration or completion of the contract,

Service Provider warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Service Provider to any officer or employee of the City 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 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 under this contract or at law.

28. THIRD PARTY INTERESTS AND LIABILITIES. The City and Service Provider, 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

GC 12 of 13

in any third party and this agreement is entered into for the exclusive benefit of the City and
Service Provider.

29, SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of ihe parties that
by their nature survive termination or completion of this contract shall remain in full force and
effect.

30. 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.

31. | MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the
entire contract between the City and Service Provider. 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.

32. | CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by the laws

of the State of New Hampshire and any litigation shall be brought in a court located in the State
of New Hampshire.

GC 13 of 13

Exhibit B

©) THE CITY OF NASHUA "The Cate City”

A Fannie NVervices

Prrsesian |eparnient

February 6, 2018
Reguest jor Proposals

New Markets Tax Credit (*NMTC") Program Consuliant
RFPO265-022018

The City of Nashua, NH, herein referred to as “the City”, is seeking an individual or a firm
(“Entity”) experienced with the federal New Markets Tax Credit (“NMTC") program to provide
consulting services to the city relating to a specific redevelopment project, for which the City
hopes to obtain a NMTC allocation.

727 Re oye
il, Background

In 2017, the Office of Economic Development for the City completed a two year performing arts
center feasibility study, which outlined how best the community could implement a successful
Main Street strategy to revitalize the downiown by using a performing arts center as an anchor.

The study called for a $15.5 million performing arts center and event space. This venue could
tasily accommodate 500 to 1,000 people. The study recommends an adaptive re-use of a former
department store thal is currently {00% empty and in need of reinvestinent, The city is slated to
purchase the building in March of 2048 and would he looking to start construction in 2019.

INSTRUCTIONS TS VENDGRS:

The City is now accepting bids electronically via Bid Express. Please review the attachments,
Hid Express Vendor Guide and Vendor Set-up Guide for more information. If you choose to
submit a paper bid it must be submitted in sealed envclopes with five (5) originals and one (i}
electronic copy (in the form of a flash drive) in Adobe Acrobat or Microsoft
Word/Exccl/PowerPoint clearly marked “RIPQ265-22018 New Markets Tax Credit
Program Consultant”. The names of those agencics thal submit a bid will he posted on the
website, under Services; Bid Opportunities; Bid Results and on Bid Express. within three (3)
hours of opening.

Regardless of the method of submission, bids must be submitted, as outlined in the preceding
paragraph, no later than 3:00PM oa Tuesday, Febreary 20, 2018, c/o Central Purchasing
Office, City Hall, Room 128, 229 Main Street, Nashua NH, 03061-2019, at which time the Bids
received will be publicly opened and read. Bids must be submitted in the format provided and
address the items specified in the bid specitications. Postmarks or other timestamps will net be
accepted in lieu of actual delivery. The firm can use whatever delivery mechanism it chooses as
long as it remains clear that the firm is responsible for submissions prior to the date and time.

REPO265-022018 New Markets Tax Credit Program Consultant
229 Main Street * Nashua, New Hampshire 03061 « Phone {603) 585-3330 » Fax (603) 589-3233

The City af Nashua assumes no liability for the payment of costs and expenses incurred by any
bidder in responding to this request far bids. All bids become the sole properly of the City of
Nashua. This request for bids is not a contract and alone shall not be interpreted as such but
rather serves as an instrument through which hids are solicited.

Bids shall be submitted using the format provided and address the items specified in the bid
package. The City of Nashua may reject any or all of the bids on any bas is and without
disclosure of a reason, The failure to make such a disclosure shall nal result in accrual of any
right, claim or causc of action by any unsuccessful bidder against the City of Nashua. The City
of Nashua reserves the right to waive any irregularities when the public interest will be served
thereby. The City of Nashua also reserves the right to negotiate any change or amendment in any
bid without soliciting further bids if the action is necessary for the best interest of the City of
Nashua.

All bids are binding for ninety (90) days following the deadline for bids. er until the effective
date af any resulting contraci, whichever is later.

The City of Nashua is exempt of all taxes. All bids must bé FOB Nashua, NH. All bidders must
comply wiih all applicable Equal Employment Opportunity laws and repulations.

Pursuant to NRO 5-71 (A), the City of Nashua supports the concept of purchasing products that
are biodegradable, can be or have been recycled, or are environmentally sound. Due
consideration will be given to the purchase of such products, If you are bidding on any such
products that qualify, please so indicate in a cover sheet by item number and description,

Pursuant to NRO 5-78 (F}, the purchasing manager shall not solicit a bid from a contractor wha
is in default on the payment of taxes, licenses or other monies due the city. Therefore, this bid
request is void as to anyone who is in default on said payments.

ff. Scepe of Services

The respondent (“Respondent”) selected will provide the following consulting services to the
City:

lL. To provide general consulting services relative to NMTC program/allocation fora
specific project including educating city staff, elected officials, etc. about NMTC
program requirements and deal structures including, as applicable, formation or
designation of non-governmental entities to own the project how best to appropriately
achieve an allocation for the Performing Arts Center Project.

2. Assist the city in presenting the project to appropriate CDEs and NMTC investors to
obtain commitments of NMTC allocation

3. Identify potential NMTC investors/debt equity providers. and/or how best to structure
NMTC transaction accordingly.

4. Assist the City in identifying appropriate legal and accounting expertise and coordinating
with these service providers accordingly.

4, Assist in the closing of the NMTC transaction.

RFPO265-022018 New Markets lax Credit Program Consultant 2

6. Assist or help the city understand the compliance with all terms, covenants, and

agreements contained in the NMTC joan agreement, indemnification agreement. guaranty
agreemeni(s), community benefits agreement. etc.

iV. Qualifications

The Respondent must have extensive experience and proven track record in providing the
services described above including obtaining allocations for successfully executed projects,
(Entities that have their own allocation are eneouraged to respond).

V, Submission Reauirements
A. Content

The following information should be provided in cach proposal, in the order listed
below:
1. Identifying Information
a, Full legal name, address, and type of legal entity.
b. Federat Employer Identification Number,
c, Name, telephone number, and c-mail address of the representative who
is authorized to discuss and/or negotiate the proposal.
2. Prior NMTC Experience
a. Narralive of experience, including the number of projects successfully
finance through NMTC, amount of allocation attracted to these projects,
and several representative case studies/profiles of successful past
Cngapements
b. List of clients and services provided ~ if’ you are allowed to disclose
{Two pages maximum.)
3. Proposal for City, including:
#. Method for conducting each of the services enumerated ay outlined
through A Scupe of Services.
b. Staffing for each service above, including biographics.
¢. Fee for each service above. If billing hourly, please provide billing rate
ranges for individuals who will work on the account and an estimate as to
the tolal cost for each service.
d. Any specific materials that would need to be expensed
(Three pages maximum, plus biographies.)

B. Questions
Please submit questions to:

Tim Cummings at cummingséfnashuanh. gov

*Wnitten questions must include the requester’s name, c-mail address and the
Respondent represented and should he received by 3:00 PM EST on Monday,
February $2, 2018,

RFPD265-022018 New Markets Tax Credit Program Consultant

The City will consider all timely-received written questions and requesis for
change and, if reasonable and appropriate, will issue an addendum to clarify or
modify this RFP. Answers to yendor submitied questions and other addenda will
be posted under document RFPO265-022018 on the City of Nashua websiicy
wwwnashuunh.poy, under Services, Bid Opportunities: Current Bids and to Bid
Express no later than Thursday. February 15,2018 at 3:00 P.M.

*

Vi. Selection Criteria
The critcria upon which City will base its selection of the successful respondent. if any, may
include the following:

A. Experience providing NMTC consuliing services ta cities/towns and other
enlitics.

B. Proposed method of providing services to Nashua including proposed staffing
and fee struciure.

VI. Conflicts of Interest

Please submit a statement describing whether the representation of the City of Nashua or like
organization would create any poiential conflict of interest, or appearance of impropriety.
relating to other clients/customers.

Please identify any past, pending or threatened litigation or adminisirative or state ethics board
or similar body proceedings to which you or any of your partners are a parly and which would
either materially impair your ability to perform the services enumerated herein, or, if decided in
an adverse manner, materially adversely affect the financial condition of your firm.

Sincerely,

m4 | a,

A ort

wai WG nf Se er
r

Daniclle Greenberg Ms
Purchasing Agent II

Cily of Nashua
greenbored@-nashuanh. ue

RFPO265-022018 New Markets Tax Credit Program Cansultaret 4