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Ry %)\ THE CITY OF NASHUA "The Gate City"

Administrative Services
Purchasing Department

July 8, 2020
Memo #21-007

TO: Mayor Donchess
Finance Committee
SUBJECT: Purchase of Assessing Contractor
Please see attached communications from Kim Kleiner, Director of Administrative Services dated July 7,

2020 for project specific details related to this purchase. Below please find a summary of the purchase
approval request:

Item: Consultant — Assessing Supervisor
Value: $124,800
Vendor: Rex A Norman CAE of Windham NH

Department: Assessing
Source Fund: General Fund

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.

Administrative Services, Assessing Department and Purchasing respectfully request your approval of this
contract.

Regards,

Kelly Parkinson
Purchasing Manager

Ge: K Kleiner
J Graziano

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

ges THE CITY OF NASHUA "The Gate City’

Administrative Services Division

To: Mayor Donchess
Finance Committee
From: Kim Kleiner, Director of Administrative Services

Date: July 7, 2020

Subject: | Consultant -Assessing Supervisor

The City of Nashua has been searching for a Chief Assessor for approximately a year
with few qualified applicants. The contract with Mr. Norman will bring a qualified,
experienced professional with assessing supervisor certification issued by the NH
Department of Revenue, to provide oral and written technical assistance and guidance
to the department. In addition, Mr. Norman will provide accurate and concise reports on

municipal appraisal procedures and advise management of questionable techniques.

Mr..Norman is familiar with the department and our CAMA system having worked in
Nashua from 1995 to 1999 and serving on the Nashua Board of Assessors from 2000-
2003. A well respected Certified General Real Estate Appraiser, Mr. Norman is also a

member of the International and NH Association of Assessing Officials.

Also as part of the scope of the agreement, Mr. Norman will supervise the staff’s
assessment activity, abatement review analysis, and provide technical advice to the

assessing staff, municipal officials and city counsel.

We ask for the committee’s approval of the contract with Mr. Norman, CAE in an amount
not to exceed $124,800.

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CONTRACT FOR PROFESSIONAL SERVICES

MUNICIPAL APPRAISAL WORK — ASSESSING SUPERVISOR
A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, CITY HALL, NASHUA, NH 03060
AND
REX A. NORMAN, CAE
and its successors, transferees and assignees (together “Professional
Consultant”)

PROFESSIONAL CONSULTANT

Po Box 4222,
Windham, NH 03087
ADDRESS OF CONSULTANT

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time
to time requires the services of a Professional Consultant ; and

WHEREAS, it is deemed that the services of a Professional Consultant herein specified are
both necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Professional Consultant represents they are duly qualified, equipped, staffed,
ready, willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as
follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and
are made part of this contract:

Exhibit A--General Conditions for Contracts
Exhibit B--Scope of Services, Contract Time, Fee Schedule

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 Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the written
change order or the fully executed City of Nashua Purchase Order shall control over the terms of the
Proposal.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Professional Consultant
shall furnish all services, equipment, and materials and shall perform all operations necessary and

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required to carry out and perform in accordance with the terms and conditions of the contract the work
described.

3. PERIOD OF PERFORMANCE. Professional Consultant shall perform and complete all work within the
time periods set forth and may only be altered by the parties by a written agreement to extend the period
of performance or by termination in accordance with the terms of the contract. Professional Consultant shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City
of Nashua.

4. COMPENSATION. Professional Consultant agrees to perform the work for a total cost not to exceed

One Hundred Twenty Four Thousand Fight Hundred Dollars ($124,800.00)

which, unless otherwise provided in this contract, shall be paid in accordance with the provisions of
Exhibit B or unless Professional Consultant has received a written exemption from the City of
Nashua. Professional Consultant shall submit monthly requests for payment for services performed
under this agreement shall be submitted as follows:

ZA Electronically via email to VendorAPInvoices(@NashuaNH.gov

OR
2 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 City of Nashua requires
that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

Requests for payment shall be submitted no later than fifteen (15) days after the end of each month and
must include a detailed summary of the expenditures reported in a form that supports the approved
budget. Specifically, Professional Consultant agrees to provide the following with each request for
payment:

1. Appropriate invoice forms. The forms shall include the project purchase order number, a
listing of personnel hours and billing rates, and other expenditures for which payment is sought.

2. A progress report. The report shall include, for each monthly reporting period, a description
of the work accomplished, problems experienced, upcoming work, any extra work carried out,
and a schedule showing actual expenditures billed for the period, cumulative total expenditures
billed and paid to date under the contract, and a comparison of cumulative total expenditures
billed and paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Professional Consultant. The City of
Nashua will pay Professional Consultant within 30 days of approval by the City of Nashua of the submitted
invoice forms and progress reports. The City of Nashua will make no payments until the invoice forms
and progress reports have been submitted and approved.

5. EFFECTIVE DATE OF CONTRACT, This contract shall not become effective until and unless approved
by the City of Nashua.

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6. NOTICES. All notices, requests, or approvals required or permitted to be given under
this contract shall be in writing, shall be sent by hand delivery, overnight carrier. or by
United States mail, postage prepaid, and registered or certified. and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE:
REPRESENTATIVE:

Kim Kleiner Rex. A Norman,

. _ . . CAE
Director of Administrative Services

PO Box 4222,

229 Main Street Windham, NH 03087

Nashua, NH 03060

Any notice required or permitted under this contract, ifsent by United States mail, shall be
deemed to be given to and received by the addressee thereof on the third business day after
being deposited in the mail. The City of Nashua or Professional Consultant may change the
address or representative by giving written notice to the other party.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to
be legally bound thereby.

By signing the contract, Contractor attests that pursuant to RSA 21-J:I | and Rev 602.01 (c) & (d):
(1) The contract, any revised contract, and the names and DRA-certified level of all personnel to be
employed under the contract has been first submitted to the DRA for examination; and, (2) No
appraisal work shall begin until a copy of this executed contract and the names and DRA-certified
level of all personnel to be employed under this contract, has been summited to NH DRA.

(signature) (signature)

James Donchess, Mayor

Mayor Rex A. Norman, CAE
City of Nashua

Date:
Daie: ue

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EXHIBIT A TABLE OF

CONTENTS GENERAL
CONDITIONS
DEFINITIONS
PROFESSIONAL CONSULTANT STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
Ciry OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER GF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT
CHOICE OF LAW AND VENUE

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General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Professional Consultant”, and its
successors, transferees and assignees (together “Professional Consultant”) includes any of the
Professional Consultant's consultants, sub consultants, contractors, and subcontractors

PROFESSIONAL CONSULTANT STATUS The parties agree that Professional Consultant shall have
the status of and shal! perform all work under this contract as a Professional Consultant, maintaining
contrel over all its consultants, sub consultants, contractors, or subcontractors. The only contractual
relationship created by this contract is between the City of Nashua and Professional Consultant, and
nothing in this contract shall create any contractual relationship between the City of Nashua and
Professional Consultant's consultants, sub consultants, contractors, or subcontractors. The
parties also agree that Professional Consultant is not a City of Nashua employee and that
there shall be no:

(1} Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of
the City of Nashua;

(4) Participation or contributions by either the Professional Consultant or the City of
Nashua to the public employee’s retirement system;

(5} Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Professional Consultant shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Professional Consuitant warrants that all work shall be performed with the degree of
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. It shall be the duty
of Professional Consultant to assure at its own expense that all work is technically sound and in
conformance with all applicable federal, state, and local laws, statutes, regulations, ordinances,
orders, or other requirements. In addition to all other rights which the City of Nashua may have,
Professional Consultant shall, at its own expense and without additional compensation, re-perform
work to correct or revise any deficiencies, omissions, or errors in the work or the product of the
work or which result from Professional Consultant's failure to perform in accordance with this
standard of care. Any approval by the City of Nashua of any products or services furnished or used
by Professional Consultant shall not in any way relieve Professional Consultant of the responsibility
for professional and technical accuracy and adequacy of its work. City of Nashua review, approval,
or acceptance of, or payment for any of Professional Consultant's work under this contract shall not
operate as a waiver of any of the City of Nashua's rights or causes of action under this contract,
and Professional Consultant shall be and remain liable in accordance with the terms of the contract
and applicable law.

Professional Consultant shall furnish competent and skilled personnel to perform the work under
this contract. The City of Nashua reserves the right to approve key personnel assigned by
Professional Consultant to perform work under this contract. Approved key personnel shall not be
taken off of the project by Professional Consultant without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Consultant shall, if
requested to do so by the City of Nashua, remove from the job any personnel whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.

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4. CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. Hf designated, all notices, project materials, requests by
Professional Consultant, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

5. CHANGES TO SCOPE OF WORK = The City of Nashua may, at any time, by written order, make
changes to the general scope, character, or cost of this contract and in the services or work to be
performed, either increasing or decreasing the scope, character, or cost of Professional Consultant's
performance under the contract. Professional Consultant shall provide to the City of Nashua within
10 calendar days, a written proposal for accomplishing the change. The proposal for a change
shall provide enough detail, including personnel hours for each sub-task and cost breakdowns of
tasks, for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua
will then determine in writing if Professional Consultant should proceed with any or all of the
proposed change. If the change causes an increase or a decrease in Professional Consultant's cost
or time required for performance of the contract as a whole, an equitable adjustment shail be
made and the contract accordingly modified in writing. Any claim of Professional Consultant for
adjustment under this clause shall be asserted in writing within 30 days of the date the City of
Nashua notified Professional Consultant of the change.

When Professional Consultant seeks changes, Professional Consultant shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the
City of Nashua in writing of the estimate. The proposal for a change shall provide enough detail,
including personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua
to be able to adequately analyze the proposal. The City of Nashua will then determine in writing
if Professional Consultant should proceed with any or all of the proposed change.

Except as provided in this paragraph, Professional Consultant shall implement no change unless the
City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, in its sole discretion, determines that time is
critical or public health and safety are of concern. Any verbal approval shall be confirmed in writing
as soon as practicable. Any change undertaken without prior City of Nashua approval shall not
be compensated and is, at the City of Nashua's election, sufficient reason for contract termination.

6. CiTY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Professional Consultant in the performance of its work under this contract and that such
personnel will be available to Professional Consultant for consultation at reasonable times and after
being given sufficient advance notice that will prevent conflict with their other responsibilities.
The City of Nashua also agrees to provide Professional Consultant with access to City of Nashua
records in a reasonable time and manner and to schedule items that require action by the Finance
Committee in a timely manner. The City of Nashua and Professional Consultant also agree to
attend all meetings called by the City of Nashua or Professional Consultant to discuss the work
under the Contract, and that Professional Consultant may elect to conduct and record such meetings
and shall later distribute prepared minutes of the meeting to the City of Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Consultant warrants that it has examined all contract documents, has brought all
conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing,
and has concluded that the City of Nashua's resolution of each matter is satisfactory to
Professional Consultant. All future questions Professional Consultant may have concerning
interpretation or clarification of this contract shall be submitted in writing to the City of Nashua
within 10 calendar days of their arising. The writing shall state clearly and in full detail the basis
for Professional Consultant's question or position. The City of Nashua representative shail render
a decision within 15 calendar days. The City of Nashua's decision on the matter is final. Any work

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affected by a conflict, error, omission, or discrepancy which has been performed by Professional
Consultant prior to having received the City of Nashua's resolution shall be at Professional
Consultant's risk and expense. At all times, Professional Consultant shall carry on the work
under this contract and maintain and complete work in accordance with the requirements of the
contract or determination of the City of Nashua. Professional Consultant is responsible for
requesting clarification or interpretation and is solely liable for any cost or expense arising from its
failure to do so.

TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will, {the City of Nashua chooses to terminate, abandon, er suspend all or part of the
project, it shal] provide Professional Consultant 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 part of the project and contract.

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

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

2, Place no further orders or subcontracts 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,

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

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

written notice from the City of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Professional Consultant shall
receive all amounts due and not previously paid to Professional Consultant 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.

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

Upon receipt of notice of termination for cause, the Professional Consultant
shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Provide the City of Nashua with a list of all unperformed services.

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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 City of Nashua 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 City of Nashua 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 City of Nashua to resume performance.

In the event of a termination for cause, Professional Consultant shall receive all amounts due and
not previously paid to Professional Consultant 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 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 City of Nashua
by reasons of Professional Consultant's failure. Professional Consultant shall not be relieved of
liability to the City of Nashua for damages sustained from the failure, and the City of Nashua may
withhold any payment to the Professional Consultant until such time as the exact amount of damages
due tothe City of Nashua is determined. All claims for payment by the Professional Consultant
must be submitted to the City of Nashua within 30 days of the effective date of the notice of
termination.

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

C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City of
Nashua may take over the work and prosecute it to completion by agreement with another party
or otherwise. In the event Professional Consultant shall cease conducting business, the City of
Nashua shall have the right to solicit applications for employment from any employee of the
Professional Consultant assigned to the performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that 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 Professional Consultant's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
Professional Consultant’s control.

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 City of Nashua Representative and a Professional Consultant
Representative. At all times, Professional Consultant 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 City of Nashua. If the parties are unable to resolve their dispute

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