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FEDERAL AID PROGRAM
PROJECT AGREEMENT
FOR

CITY OF NASHUA

STATE PROJECT #: 43509

FEDERAL PROJECT #: X-A005(1 18)
PROJECT SPONSOR DUNS #: 066758343
STATE VENDOR #: 177441

THIS AGREEMENT, is made and entered into this day of .20__, between the
State of New Hampshire, acting through its Department of Transportation, hercinafter called the
“DEPARTMENT"™, and the CITY OF NASHUA, hereinafter called the "PROJECT SPONSOR”.

WHEREAS, the DEPARTMENT and the PROJECT SPONSOR have determined that a project to
install Rectangutar Rapid Flashing Beacons in the City of Nashua is an eligible project for funding under the
Federal Aid Program created under a federal law known as FAST-ACT (Fixing America’s Surface
Transportation System Act); and

WHEREAS, the DEPARTMENT has established Project #43509 (the “Project”) for the aforesaid
project, with the project funding and target ad year as represented in the tabic below; and

Programmed Participating | Participating | Additional Non- *Total
Year of Federal Share | Local Share Participating Budget
Advertisement 80% 20% Funds
FY 2022 $452,000.00 $113,000.00 $0.00 $565,000.00

WHEREAS, the Application, by reference. ts hereby incorporated and made a part of this
AGREEMENT; and

WHEREAS, the PROJECT SPONSOR desires to act as Sponsor and Manager of the Project; and

WHEREAS, the DEPARTMENT desires to cooperate with the PROJECT SPONSOR in
accomplishing the Project;

NOW, THEREFORE, in consideration of the above premises and in further consideration of the
agreement herein set forth by and between the parties hereto, it is mutually agreed as follows:

1. DUTIES AND RESPONSIBILITIES OF THE PROJECT SPONSOR:

A. The PROJECT SPONSOR shalt comply with all Federal and State of New Hampshire laws
and rules, regulations, and policics as applicable under the Federal-aid Highway Program
for Federal Aid Construction Contracts.

B. The PROJECT SPONSOR shall manage the design, environmental study, right-of-way
acquisition and construction of the Project. This management is described in the current
version of the DEPARTMENT’s document titled “Local Public Agency Manual for the
Development of Projects”, as it may be amended from time to time, and. by reference, is
hereby made a part of this AGREEMENT.

The PROJECT SPONSOR shall provide or cause to provide for both the maintenance of the
Project during construction and subsequent maintenance of all Project elements together
with the maintenance of sidewalks, which includes winter snow and ice removal in
accordance with the requirements of 23 CFR 1.27 and 28 CFR 35.133, once the work under
this AGREEMENT is completed. Should opcrational adjustments be necessary, the
PROJECT SPONSOR agrees that no changes will be made without prior approval of the
DEPARTMENT and the Federal Highway Administration.

The PROJECT SPONSOR shall submit monthly progress reports and invoices to the
DEPARTMENT for reimbursement of tts share of the amounts paid to cnginecring,
environmental and/or right-of-way consultants and construction contractors for the
performance of the work set forth in the Application or agrecd upon at the scoping meeting.
The invoice structure shall include details of work completed consistent with the Scope of
Work as defined in the Application, as well as backup information to support the charges.
The PROJECT SPONSOR shall certify that the invoices properly represent payment for
work that has been compicted and paid for by the PROJECT SPONSOR.

The PROJECT SPONSOR is required to maintain al] project and financial records pertinent
to the development of the Project for three (3) years beyond the date of the
DEPARTMENT?’s final voucher. The DEPARTMENT will send a letter to the PROJECT
SPONSOR with the date of this approval. if there is a failure to maintain this
documentation, NHDOT and/or Federal Highway Administration could take an action up to
and including requesting a refund of all retmbursed project costs. Any and all of these
project and financial records must be made available to the DEPARTMENT and Federal
Highway Administration at their request.

The PROJECT SPONSOR shall defend, indemnify and hold harmless the DEPARTMENT
and its offictals, agents and cmployces from and against any and all clatms. liabilities or
suits arising from (or which may be claimed to arise from) any act or omission of the
PROJECT SPONSOR or its subcontractors in the performance of this AGREEMENT.
Notwithstanding the foregoing, nothing herein contained shall be deemed to constitute a
waiver of the sovercign tmmunity of the State of New Hampshire or the DEPARTMENT,
which immunity is hereby reserved. This covenant shall survive the termination of this
AGREEMENT.

Non-Discrimination:

|. The PROJECT SPONSOR agrees, for ttself, tts assignees and successors in interest, that
it will comply with Title VI of the Civil Rights Act of 1964, (referred to as the ACT),
and al] requirements tmposed by or pursuant to Title 49, Code of Federal Regulations,
Part 21, (referred to as the “REGULATIONS” ), the Federal-aid Highway Act of 1973,
and other pertinent directives, to the end that no person shall on the grounds of race,
color, religion, national origin, sex, age, sexual orientation, disability or handicap, be
excluded from participation in, be denied the benefits of. or be subjected to
discrimination under any program or activity for which the PROJECT SPONSOR
receives Federal financial assistance extended by the State of New Hampshire. The
ACT and the REGULATIONS are herein incorporated by reference and made a part of
this AGREEMENT. This AGREEMENT obligates the PROJECT SPONSOR for the
period during which Fedcral financial assistance is extended.

2. The PROJECT SPONSOR hereby gives assurance as required by subsection 21.7(a)(1)
of the REGULATIONS that it will promptly take any measures necessary to effectuate
this AGREEMENT, including but not limited to the following specific assurances:

a. That cach “program” and cach “facility” as defined in subsections 21.23(e) and
21.23(b) of the REGULATIONS will be conducted or operated in compliance with
all requirements of the REGULATIONS.

b. That the PROJECT SPONSOR shall insert the following notification in all
solicitations for negotiated agreements or bids for work or material made in
connection with this Project: The PROJECT SPONSOR hereby notifies all bidders
that it will affirmatively insure that in any contract entered into pursuant to this
advertisement, disadvantaged business enterprises will be afforded full opportunity
to subinit bids in response to this invitation and will not be discriminated against on
the grounds of race, color, religion, national origin, sex, age, sextal orientation,
disability or handicap in consideration for an aware.

c. That the PROJECT SPONSOR shall not discriminate on the basis of race, color,
religion, national origin, sex, age, sexual ortentation, disability or handicap in the
award and performance of any DEPARTMENT-assisted contract or in the
administration of its DBE program or the requirements of 49 CFR part 26, The
PROJECT SPONSOR shall take all necessary and reasonable steps under 49 CFR
part 26 to ensure nondiscrimination in the award and administration of
DEPARTMENT-uassisted contracts. The DEPARTMENT'’s DBE program, as
required by 49 CFR part 26 and as approved by the United States Department of
Transportation, is incorporated by reference in this AGREEMENT. Implementation
of this program is a Icgal obligation and failure to carry out its terms shall be treated
as a violation of this AGREEMENT. Upon notification to the PROJECT
SPONSOR of its failure to carry out its approved program, the DEPARTMENT
may impose sanctions as provided for under part 26 and may. in appropriate cascs,
refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud
Civil Remedies Act of 1986 (3) U.S.C. 3801 ef seq.

d. That the PROJECT SPONSOR shall include the following assurance in cach
contract signed with a contractor and each subcontract the prime contractor signs
with a subcontractor: The contractor ar subcontractor shall not discriminate on the
basts of race, color, religion, national origin, sex, age, sexual orientation, disability
or handicap in the performance of this contract. The contractor shall carry out
applicable requirements of 49 CFR Part 26 in the award and administration of
DEPARTMENT-assisted contracts. Failure bv the cantractor to carry out these
reqitirements is a material breach of this contract, which may result in’ the
termination of the contract or such other remedy, as the recipient deems
appropriate.

3. The PROJECT SPONSOR shall insert a copy of the required provisions of Fedcrally-
assisted construction contracts in accordance with Executive Order 11246, Equal
Employment Opportunity, and 4] CFR Part 60-4, Affirmative Action Requirements, in
cach contract entered into pursuant to this AGREEMENT. Required Federal contract
provisions can be oblained through the DEPARTMENT’s Labor Compliance Office
(271-6612) or Online at: http://www.nh.gow/dot/org/ad ministration/ofe/documents hun

II.

II.

The PROJECT SPONSOR certifies by entering into this Agreement that neither it nor its
principals are presently debarred, suspended, proposed for debarment, declared incligible or
voluntarily excluded from entering into this Agreement by any federal agency or by any
department, agency or political subdivision of the State of New Hampshire. The term
“principal” for purposes of this Agreement means an officer, director, key cmployee or other
person with primary management or supervisory responsibilitics, or a person who has
critical influence on or substantive control over the operations of the PROJECT SPONSOR.
The PROJECT SPONSOR also certifies that it will verify the state and federal suspension
and debarment status for all parties (consultant/vendor/contractor, ctc.) receiving funds
under this Agreement as a sub-Agreement and shall be solely responsible for any
recoupment, penalties or costs that might arise from use of a suspended or debarred party.
The PROJECT SPONSOR shall immediately notify the Department if any sub-Agrecment
party is debarred or suspended, and shall, at the DEPARTMENT’S request, take all steps
required by the State to terminate its sub-Agreement relationship with the party for work to
be performed under this Agreement.

{f the PROJECT SPONSOR defaults or fails to fulfill any part of this AGREEMENT, the
PROJECT SPONSOR shall be required to reimburse the DEPARTMENT and/or the
Federal Highway Trust Fund for all funds expended under this Project.

DUTIES AND RESPONSIBILITIES OF THE DEPARTMENT:

A,

The DEPARTMENT shall review the Project engineering plans, environmental documents
and contract documents applicable to the Federal Highway Administration and State of New
Hampshire requirements for a Federally-funded project and submit appropriate
documentation to the Federal Highway Administration to receive Federal approval.

The DEPARTMENT shall reimburse its share to the PROJECT SPONSOR after receipt and
approval of property documented invoices that have been certified by the PROJECT
SPONSOR as properly representing work that has been completed and paid for by the
PROJECT SPONSOR.

The DEPARTMENT shall use its best cfforts to obtain authorization of the Project from the
Federal Highway Administration.

IT IS FURTHER UNDERSTOOD AND AGREED BETWEEN THE DEPARTMENT AND
THE PROJECT SPONSOR:

A.

That the PROJECT SPONSOR will not incur any Project costs nor enter into any agreement
with any third party, including but not limited to consultants, contractors, or cngineers until
such time that it reccives a written notice to proceed from the DEPARTMENT to do se.

That the maximum amount of funds available for this Project for reimbursement under this
AGREEMENT from the DEPARTMENT shall be as set forth tn the Table on page 1. As
the scope of the Project is finalized, should the costs for the Project exceed the amount
budgeted, the DEPARTMENT agrees to review Project costs for consideration of additional
funding. Neither the DEPARTMENT nor the Federal Highway Administration will be
responsible for any expenses or costs incurred by the PROJECT SPONSOR under this
AGREEMENT in excess of the above amounts unless the DEPARTMENT expressly
authorizes additional funding prior to the work being performed.

That the PROJECT SPONSOR shall invoice the DEPARTMENT for incurred costs on a
monthly basis and the DEPARTMENT will process these invoices for payment in an
expeditious manner.

That the PROJECT SPONSOR agrces to commence the Project at least two (2) years prior
to the Programmed Year of Advertisement as set forth in the Table on page 1 unless the
Programmed Year of Advertisement is less than 2 years from the date of this agreement, and
substantially complete the Project 2 years after the Programmed Year of Advertisement as
set forth in the Table on page I. unless earlier terminated as provided herein. The
PROJECT SPONSOR may apply to the DEPARTMENT for an extension to either deadline.
Such application for extension must be made in writing, providing an explanation of the
reasons for the delay, and proposing a revised schedule. Failure to meet any deadline
without good cause or failure to submit an extension request may cause the DEPARTMENT
to cancel its participation in this Project at its sole discretion, in which case any remaining
funds will be forfeited. The PROJECT SPONSOR is responsible for informing and
coordinating a new Project completion date that will need to be approved by the
DEPARTMENT if any condition arises that may result in cither deadline being unattainable.

That the PROJECT SPONSOR will attend a meeting with the DEPARTMENT’s
representative after signing this AGREEMENT to discuss the Project's scope, budget and
scheduic. The PROJECT SPONSOR will subsequently provide a schedule showing project
milestones with dates. Failure to meet these dates could delay funding for construction,

This AGREEMENT may be amended to incorporate changes in project scope, schedule,
and/or budget that may arise through the devclopment and design stages of the project,
pursuant to approval by the Governor and the Exccutive Council as Item No. 21 on October
3, 2018. Such amendments will be cffective upon execution of an instrument in writing
signed by both parties hereto. Otherwise, this AGREEMENT may be amended, waived or
discharged only by an instrument in writing signed by the parties hercto, and only after
approval of such amendment, watver of discharge by the Governor and Executive Council
of the State of New Hampshire unless no such approval is required under the circumstances
pursuant to State law, rule or policy.

That this AGREEMENT is contingent upon the appropriation of sufficient funds from the
State of New Hampshire Legislature and/or the Federal Highway Administration, If
sufficient funds are not appropriated. the DEPARTMENT may terminate this
AGREEMENT upon thirty (30) days’ written notice to the PROJECT SPONSOR. Such
termination shall relieve the DEPARTMENT and the PROJECT SPONSOR from
obligations under this AGREEMENT after the termination date.

Pursuant to authorization by the Governor and Executive Council, as Item No, { } on
{date}, this AGREEMENT is cffecttve upon the date shown on page one of this
AGREEMENT. The DEPARTMENT will include this AGREEMENT in its annual report to
the Governor and the Executive Council on the status of all active Federal Local Public
Agency (LPA) projects.

IN WITNESS WHEREOF, the partics have executed this AGREEMENT on the date first written

above.
NEW HAMPSHIRE DEPARTMENT CITY OF NASHUA
OF TRANSPORTATION
By: Signature:
Victoria PF. Shechan
Commissioner Name (typed):
State of New Hampshire
Department of Transportation Tide:

R-21-180

RESOLUTION

APPROVING THE COST ITEMS OF A SIDEBAR (MEMORANDUM OF
AGREEMENT) BETWEEN THE CITY OF NASHUA BOARD OF FIRE
COMMISSIONERS AND THE NASHUA FIREFIGHTERS ASSOCIATION LA.F.F.
LOCAL 789 REGARDING MILITARY DUTY PAY

CITY OF NASHUA

In the Year Two Thousand and Twenty One

RESOLVED by the Board of Aldermen of the City of Nashua that the cost items of the
attached sidebar (titled memorandum of agreement) regarding military duty pay between the
Nashua Board of Fire Commissioners and the Nashua Firefighters Association I.A.F.F. Local

789 are hereby approved.

The agreement is concerned with amending the military duty pay article with respect to
reserve military hours allowed for the differential pay calculation.

LEGISLATIVE YEAR 2021

RESOLUTION: R-21-180
PURPOSE: Approving the cost items of a sidebar (memorandum of

agreement) between the City of Nashua Board of Fire
Commissioners and the Nashua Firefighters Association
L.A.F.F. Local 789 regarding military duty pay

ENDORSER(S): Alderman-at-Large David C. Tencza

COMMITTEE Bud Revi
ASSIGNMENT: udget Review Committee

FISCAL NOTE: The fiscal impact of this resolution is anticipated to be minimal
and can be absorbed within the Fire Department budget. More
specifically, there are three current IAFF members receiving
military pay in the past five years that this sidebar agreement will
impact. The new calculation uses scheduled hours rather than what
the person actually receives as weekly pay at NFR. Therefore, a
NFR employee who was scheduled for a 10 hour NFR shift
followed by a 14 hours shift during a time when he was on 2 days
of military duty has those 24 scheduled hours compared to the 2
days of military pay. This calculation provides in slightly higher
amount of pay due to the employee.

ANALYSIS

This resolution approves the cost items of a sidebar agreement between the Nashua Board of Fire
Commissioners and the Nashua Firefighters Association 1.A. F. F. Local 789 concerning an
amendment to the military duty pay article with respect to reserve military hours allowed for the
differential pay calculation. The board of aldermen must vote whether or not to approve the cost
items of this sidebar within thirty days of receipt. RSA 273-A:3 II (c).

Approved as to account Financial Services Division
number and/or structure,
and amount: By: _/s/John Griffin

Approved as to form: Office of Corporation ty Ma

Date: De on tohe. Cal of

City of Nashua

Administrative Services Division

(603) 589-3020
229 Main Street - Nashua, NH 03060

To: Mayor Donchess
Finance Committee

Date: May 11, 2022
Re: Public Access Television Operations and Management Services

This request is for the management, operation and coordination of the CTV Studio and Channel 96

Funding: PEG ACCESS FUND for $506,800

In 2012, the Board of Aldermen authorized the City to enter into an agreement with Community
Media Services Group (CMSG) for the management of the new studio and Access broadcasting on
Channel 99. This contract continued and was renewed each year for a 12 month term until the City
provided notice in November of 2021 to CMSG of its intent to terminate the existing contract and
issue a Request for Proposals.

In January of 2022, a request for proposals was issued under the City’s normal process which
included pre-submittal meetings and opportunities for vendor questions. Proposals were due
February 24, 2022 and were reviewed by the Purchasing Department, Administrative Services and
the Cable Television Advisory Board (CTAB). A summary of the proposals reviewed by the committee
is attached.

A group of committee member, selected by CTAB, were chosen to interview both submitting
organizations, BRBTV LLC and CMSG. Interviews were held with each organization in March, 2022
and discussed at a public meeting of the CTAB committee on April 1, 2022. The CTAB committee also
voted unanimously to recommend to the city the award of the contract to BRBTV LLC at the April 1°
meeting.

Also attached to this memo is the proposal submitted from BRBTV LLC and the proposed contract.

Kimberly Kleiner
Administrative Services Division Director

Cc: K. Parkinson
J. Graziano

MEMORANDUM OF AGREEMENT
THE CITY OF NASHUA,
NASHUA FIREFIGHTERS’ UNION LOCAL 789

WHEREAS, the City of Nashua (“City”) is a municipal corporation organized under the laws of
the New Hampshire with an address of 229 Main Street, Nashua NH 03060.

WHEREAS, the Nashua Fire Fighters Union Local 789 (“Union”) is the exclusive bargaining
representative for all firefighters employed by the Nashua Fire Department (“Department”);

WHEREAS, the current CBA language relevant to the reserve military duty differential pay is
found in Article 28A of the CBA and states as follows: “An employee called to serve not more
than a seventeen (17) day annual training tour of duty with the National Guard or Armed Forces
Reserves will be paid the difference between his pay for such government service and the amount
of straight time earnings lost by him by reason of such service, based on the employee's regular
straight time rate and schedule. Such payments are to be made following the showing of
satisfactory evidence of the amount of pay received for such service;”

WHEREAS, the Union filed a grievance on February 18, 2019, alleging the City had made
changes to its method of differential payment to firefighters on reserve military duty;

WHEREAS, in order to avoid the expense and uncertainty of future litigation, the City and the
Union have agreed to the following terms contained in this Agreement;

NOW, THEREFORE, the parties hereby agree as follows:
1. The Union shall withdraw its grievance with prejudice.
2. The parties agree that Article 28A shall be amended as follows:

Annually, on a calendar year basis, an employee called to serve with the National Guard
or Armed Forces Reserves not more than two hundred and forty (240) hours, taken in either
ten (10) or fourteen (14) hour shifts, will be paid the difference between his pay for such
government service and the amount of straight time earnings lost by him by reason of such
service, based on the employee's regular straight time rate and schedule. Such payments
are to be made following the showing of satisfactory evidence of the amount of pay
received for such service;”

3. The parties agree the method of differential payment calculation shall be as follows: In any
given pay period, an employee who takes one or more 10-hour or 14-hour shifts off pursuant
to Article 28A shall have his or her pay reduced by the military daily rate that s/he received for
their military service performed on that day. The military daily rate will be compared to either
one 10-hour or one 14-hour shift, if only one shift is taken; or will be compared to a 10-hour
and a 14-hour shift added together, if those two shifts are taken together. Employees shall
provide the City with their estimated daily military rate prior to any leave request and within
the forty-five (45) day period following his or her return from such leave shall provide the City
with documentation establishing their actual daily rate. The employee shall make the City
whole for any overpayment in his or her next paycheck or several paychecks as determined by
the employee, the Union, and the City.