Search

13.

14.

16,

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 Service Provider or of anyone acting under its
direction or control or on its behalf in connection with or incidental to the performance of this
contract. Service Provider'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.

FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
fails to appropriate monies for the ensuing fiscal year sufficient for the performance of this
contract.

Nothing in this contract shall be construed to provide Service Provider with a right of payment
over any other entity. Any funds obligated by the City of Nashua under this contract that are not
paid to Service Provider shall automatically revert to the City of Nashua’s discretionary control
upon the completion, termination, or cancellation of the agreement. The City of Nashua shall not
have any obligation to re-award or to provide, in any manner, the unexpended funds to Service
Provider. Service Provider shall have no claim of any sort to the unexpended funds.

COMPENSATION Review by the City of Nashua of Service Provider's submitted monthly invoice
forms and progress reports for payment will be promptly accomplished by the City of Nashua. If
there is insufficient information, the City of Nashua may require Service Provider to submit
additional information. Unless the City of Nashua, in its sole discretion, decides otherwise, the
City of Nashua shall pay Service Provider in full within 30 days of approval of the submitted
monthly invoice forms and progress reports.

. 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 of Nashua 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.

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 “Title 41°°Public
Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to Public

GC 7 of 11

17.

18.

19.

Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal Employment,
Department of Labor” 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 msert 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.

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.

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 of Nashua. Any such assignment, transfer,
delegation, or subcontracting without the prior written consent of the City of Nashua is void. Any
consent of the City of Nashua 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 shal] 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.

CITY 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 of Nashua, 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.

. 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 (e.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
of Nashua and all such materials shall be remitted and delivered, at Service Provider's expense,
by Service Provider to the City of Nashua upon completion, termination, or cancellation of this
contract. Alternatively, if the City of Nashua provides its written approval to Service Provider,
any books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not hmited 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 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

GC § of 11

NO
wed

retention period, the City of Nashua, 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
of Nashua. Service 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 of Nashua.

. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Service Provider expressly agrees that all

documents ever submitted, filed, or deposited with the City of Nashua by Service Provider
(including those remitted to the City of Nashua by Service Provider pursuant to paragraph 20),
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 of Nashua 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 of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, 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 of Nashua, 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 infringing 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 ail the terms and conditions of this contract.

. FINAL ACCEPTANCE Upon completion of all work under the contract, Service Provider shall

notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to 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 of Nashua 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 of Nashua shall be the date upon which the Board of
Public Works or other designated official accepts and approves the notice of completion.

. TAXES 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 taxes
imposed by law. Service Provider hereby indemnifies and holds harmless the City of Nashua

GC 9 of 11

Nw
Cn

27,

28,

from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

. NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract

shall be considered waived by the City of Nashua. There shall be no waiver of any past or future
default, breach, or modification of any of the terms and conditions of the contract unless
expressly stipulated to by the City of Nashua in a written waiver.

. RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and

remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

. PROHIBITED INTERESTS Service Provider shall not allow any officer or employee of the City of

Nashua to have any indirect or direct interest in this contract or the proceeds of this contract.
Service Provider warrants that no officer or employee of the City of Nashua has any direct or
indirect interest, whether contractual, noncontractual, 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 of Nashua. 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 of Nashua determines that a conflict exists and was not disclosed to the City of
Nashua, it may terminate the contract at will or for cause in accordance with paragraph 8.

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

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 of Nashua with a
view toward securing a contract or securing favorable treatment with respect to the awarding or
amending or making of any determinations with respect to the performance of this contract. If
City of Nashua determines that such gratuities were or offered or given, it may terminate the
contract at will or for cause in accordance with paragraph 8.

The rights and remedies of this section shal] in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and 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 in any third party and this agreement is entered into for the exclusive benefit of the City
of Nashua and Service Provider.

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

GC 10 of 11

29. 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.

30. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua 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 shal] be valid unless reduced to writing and signed by both parties.

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

GC 11 of 11

Exhibit B

| GREAT AMERICAN DOWNTOWN 4
Nasuua, NH

Professional Services Contract between Great American

Downtown and the City of Nashua.

rovide strategic advice and assistance wit ma agement and execution of Dancing June 2020—June 2021
in the Streets project

Provide strategic advice and assistance with management and execution of yoga ~ June 2020 — June 2021
classes at Greeley House

Facilitate communication with key stakeholders as needed throughout all projects. June 2020 — June 2021

Develop and implement all outbound communication and marking support for the June 2020 — June 2021
Downtown Riverfront Project

Develop active and passive recreation programming and relative promotions to June 2020 — June 2021
support activation of riverfront space.

The total for this project shall not exceed 24,000.

City of Nashua

Office of the Mayor

229Main Street Nashua,NH 03060
Phone 603-589-3760

To: Board of Aldermen
From: Jim Donchess, Mayor
Date: June 18, 2020

Subject: Coronavirus Disease COVID-19

To the Honorable Board of Aldermen:

On March 16, the Board of Aldermen approved the City’s Temporary Policy on Shutdowns and Emergency Leave due to
Coronavirus Disease COVID-19. The Policy paid employees regular wages if they were unable to work due to closure of
City buildings, and to employees who should quarantine themselves due to potential exposure to or presence of COVID-

19, and to employees who could not make necessary child care arrangements due to effects of the pandemic (such as
school closures).

Many city employees worked remotely during this time providing necessary services to our residents with little to no
interruption. Essential employees worked normal schedules with proper safety protocols and personal protective
equipment.

During the past three months, the City’s elected officials and employees, and members of the community, have joined
together in a concerted and effective effort to “flatten the curve” of the pandemic in our city.

Beginning Monday July 6, we will begin a thoughtful, phased-in approach to reoccupying City Half and other
administrative buildings that were closed on March 18. Buildings will initially remain closed to the public until
engineering modifications and administrative processes are established to maximize the safety of employees and the
public. Employees who have been unable to work remotely will return to work; those who have effectively worked
remotely should continue to do so. Division Directors will be responsible for making case-by-case determinations. In
light of these changes, and coincident with the State of New Hampshire’s phased approach to reopening the economy, |
request you to approve the following:

1. That the Mayor remains authorized, at such time and for such duration as he deems necessary, to open or close
City Hall and other city buildings over which the Board of Aldermen or Mayor exercise jurisdiction to the public,
and to continue to institute substitute access to city services as he deems appropriate. Further, the Mayor is
authorized to determine which employees wiil be urged to work from home or resume working onsite.

2. That the accompanying Temporary Policy on Emergency Leave due to Coronavirus {COVID-19)} — July 6, 2020 is
adopted.

The notable differences between the March 16 and July 6 policies are that:

1, Employees will be required to physically report to work or work remotely, unless they are quarantined “pursuant to a
Federal, State, or local government order or advice of a health care provider;”

2. Pursuant to the Families First Coronavirus Response Act (FFCRA), because of a bona fide need to care for an individual
subject to quarantine or care for a child whose school or child care provider is closed or unavailable for reasons related
to COVID-19. The policy provides for up to 12 weeks of leave for child care at two-thirds the employee’s regular rate of
pay.

Thank you for your continued support as we ali continue to deal with this emergency in the best interest of our residents
and employees.

THE CITY OF NASHUA

“The Gate City"

Temporary Policy on Emergency Leave due to Coronavirus (COVID-19) — July 6, 2020

Starting Monday, July 6th, new workplace safety policies enable the City to begin a phased
approach to reoccupying City Hall and other administrative buildings. The Temporary Policy
approved by the Board of Aldermen on March 16 is discontinued effective Sunday, July 5th.

Quarantine

Effective July 6th, any employee who should quarantine in accordance with the Families First
Coronavirus guidelines” (pursuant to Federal, State, or local government order or advice of a
health care provider), and/or experiencing COVID-19 symptoms and seeking a medical diagnosis”
should do so; the City will continue to pay that employee regular wages without requiring them
to use any personal leave time. Quarantined employees may be required to perform work
remotely as directed by their supervisor to the extent they are able to do so.

Child Care

Effective July 6th, the City of Nashua will comply with the Families First Coronavirus Response Act
(FFCRA), which provides "two weeks {up to 80 hours} of paid sick leave at two-thirds the
employee’s regular rate of pay because the employee is unable to work because of a bona fide
need to care for an individual subject to quarantine (pursuant to Federal, State, or local
government order or advice of a health care provider), or care for a child (under 18 years of age)
whose school or child care provider is closed or unavailable for reasons related to COVID-19,
and/or the employee is experiencing a substantially similar condition as specified by the
Secretary of Health and Human Services, in consultation with the Secretaries of the Treasury and
Labor.”

Further, for employees that the City has employed for at least 30 days, the City will provide “up
to an additional 10 weeks of paid expanded family and medical leave at two-thirds the
employee’s regular rate of pay where an employee is unable to work due to a bona fide need for
leave to care for a child whose school or child care provider is closed or unavailable for reasons
related to COVID-19.”

Effective Date
This policy will be effective July 6th, 2020 regardless of contractual obligations or lack

thereof. City administration will work towards approval by each employer board and union. The
Mayor is authorized to set an end date for this temporary policy.

Approved by the Board of Aldermen on

Jim Donchess, Mayor Date