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Finance Committee - Agenda - 4/17/2019 - P38

By dnadmin on Mon, 11/07/2022 - 13:07
Document Date
Fri, 04/12/2019 - 14:28
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/17/2019 - 00:00
Page Number
38
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__041720…

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, Independent Contractor shall receive all amounts due and
not previously paid to Independent Contractor 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 Independent Contractor's failure. Independent Contractor 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 Independent Contractor until such time as the exact amount of damages due to
the City of Nashua is determined. All claims for payment by the Independent Contractor 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 Independent Contractor 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 Independent Contractor 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 Independent Contractor such that Independent Contractor 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. 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 Independent Contractor's principals, officers, employees,
agents, subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
Independent Contractor'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 an Independent Contractor
Representative. At all times, Independent Contractor 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
as described above within 30 days, the parties may request that the dispute be submitted to the
Board of Public Works for resolution. [f the parties are dissatisfied with the decision of the Board
of Public Works, the parties’ reserve the right to pursue any available legal and/or equitable
remedies for any breaches of this contract except as that right may be limited by the terms of this
contract.

GC 5 of i

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Finance Committee - Agenda - 4/17/2019 - P38

Finance Committee - Agenda - 4/17/2019 - P39

By dnadmin on Mon, 11/07/2022 - 13:07
Document Date
Fri, 04/12/2019 - 14:28
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/17/2019 - 00:00
Page Number
39
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__041720…

10. NO DAMAGES FOR DELAY Apart from a written extension of time, no payment, compensation, or

Ll.

12.

adjustment of any kind shall be made to Independent Contractor for damages because of hindrances
or delays in the progress of the work from any cause, and Independent Contractor agrees to accept
in full satisfaction of such hindrances and delays any extension of time that the City of Nashua may
provide.

INSURANCE Independent Contractor shail carry and maintain in effect during the performance of
services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

Independent Contractor shall maintain in effect at all times during the performance under this
contract all specified insurance coverage with insurers. None of the requirements as to types and
limits to be maintained by Independent Contractor are intended to and shall not in any manner limit
or qualify the liabilities and obligations assumed by Independent Contractor under this
contract. The City of Nashua shall not maintain any insurance on behalf of Independent Contractor.
Subcontractors are subject to the same insurance requirements as Independent Contractor and it
shall be the Independent Contractor’s responsibility to ensure compliance of this requirement.

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

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

> If aggregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Independent Contractor must maintain umbrella liability
insurance of at least $1,000,000. AIIl aggregates must be fully disclosed on the
required certificate of insurance.

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

» — The insurance provided herein is primary, and no insurance held or owned by the City
of Nashua shall be called upon to contribute to a loss.
Independent Contractor is responsible for and required to remedy all damage or loss to any
property, including property of the City of Nashua, caused in whole or part by Independent
Contractor or anyone employed, directed, or supervised by Independent Contractor

INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent Contractor
agrees to indemnify and shall defend and hold harmless the City of Nashua, its agents, officials,

GC 6 of

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Finance Committee - Agenda - 4/17/2019 - P39

Finance Committee - Agenda - 7/20/2022 - P13

By dnadmin on Sun, 11/06/2022 - 21:46
Document Date
Fri, 07/15/2022 - 12:19
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 07/20/2022 - 00:00
Page Number
13
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__072020…

12 ee won

EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY 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 OF 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

TIME IS OF THE ESSENCE

GC | of 11

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Finance Committee - Agenda - 7/20/2022 - P13

Finance Committee - Agenda - 4/17/2019 - P40

By dnadmin on Mon, 11/07/2022 - 13:07
Document Date
Fri, 04/12/2019 - 14:28
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/17/2019 - 00:00
Page Number
40
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__041720…

14.

13.

16.

employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney’s fees, costs and expenses of any kind or nature in any manner caused,
occasioned, or contributed to in whole or in part by reason of any negligent act, omission, or fault
or willful misconduct, whether active or passive, of Independent Contractor or of anyone acting
under its direction or control or on its behalf in connection with or incidental to the performance of
this contract. Independent Contractor’s indemnity, defense 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 Independent Contractor 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 Independent Contractor 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 Independent Contractor. Independent Contractor shall have no claim of any sort to the
unexpended funds.

COMPENSATION Review by the City of Nashua of Independent Contractor'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 Independent
Contractor to submit additional information. Unless the City of Nashua, in its sole discretion,
decides otherwise, the City of Nashua shall pay Independent Contractor in full within 30 days of
approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Independent Contractor, 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. Independent
Contractor 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, Independent Contractor agrees to the following terms. Independent
Contractor 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. Independent Contractor 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, Independent Contractor's attention is directed to Title
41”Public Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to

GC 7 of 11

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Finance Committee - Agenda - 4/17/2019 - P40

Finance Committee - Agenda - 4/17/2019 - P41

By dnadmin on Mon, 11/07/2022 - 13:07
Document Date
Fri, 04/12/2019 - 14:28
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/17/2019 - 00:00
Page Number
41
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__041720…

17.

18.

19.

20,

Public Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal
Employment, Department of Labor” which, by this reference, is incorporated in this contract.

Independent Contractor 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 Independent Contractor under this contract.

In connection with the performance of work under this contract, Independent Contractor 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.

Independent Contractor agrees, if applicable, to insert these provisions in al] subcontracts, except
for subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Independent Contractor shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor 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 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.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Independent Contractor 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 Independent
Contractor 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 Independent
Contractor's expense, by Independent Contractor to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its written
approval to Independent Contractor, 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 Independent Contractor
in the performance of its obligations under this contract must be retained by Independent Contractor
for a minimum of four years after final payment is made and all other pending matters are closed.

GC 8 of 1]

Page Image
Finance Committee - Agenda - 4/17/2019 - P41

Finance Committee - Agenda - 4/17/2019 - P42

By dnadmin on Mon, 11/07/2022 - 13:07
Document Date
Fri, 04/12/2019 - 14:28
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/17/2019 - 00:00
Page Number
42
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__041720…

21.

22.

23.

If, at any time during the retention period, the City of Nashua, in writing, requests any or all of the
materials, then Independent Contractor shall promptly remit and deliver the materials, at
Independent Contractor's expense, to the City of Nashua. Independent Contractor shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance of
Independent Contractor's obligations under this contract without the prior written consent of the
City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Independent
Contractor (including those remitted to the City of Nashua by Independent Contractor 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 Independent Contractor 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 Independent Contractor. The City of Nashua shall have the right to reproduce any
such materials.

Independent Contractor 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. Independent Contractor
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 Independent Contractor infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Independent Contractor infringes any patent.

Independent Contractor 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 all the terms and conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor
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 Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Independent Contractor shal! promptly complete the work and the final acceptance procedure shail
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 Independent Contractor 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

GC 9 of II

Page Image
Finance Committee - Agenda - 4/17/2019 - P42

Finance Committee - Agenda - 4/17/2019 - P43

By dnadmin on Mon, 11/07/2022 - 13:07
Document Date
Fri, 04/12/2019 - 14:28
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/17/2019 - 00:00
Page Number
43
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__041720…

24.

25.

26.

27.

deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Independent Contractor hereby indemnifies and holds harmless the City of Nashua
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.

PROTIBITED INTERESTS Independent Contractor 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.
Independent Contractor 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 Independent Contractor. If any such interest comes to the attention of
Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor 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. Independent Contractor 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 Independent Contractor (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, Independent Contractor shall refund to the City of Nashua any profits realized under
this contract, and Independent Contractor shall be l!able 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.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Independent Contractor 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 shall 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 Independent Contractor,
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 Independent Contractor.

GC 10 of 11

Page Image
Finance Committee - Agenda - 4/17/2019 - P43

Finance Committee - Agenda - 4/17/2019 - P44

By dnadmin on Mon, 11/07/2022 - 13:07
Document Date
Fri, 04/12/2019 - 14:28
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/17/2019 - 00:00
Page Number
44
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__041720…

28.

29.

30.

31.

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.

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.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Independent Contractor. 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.

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 llof ll

Page Image
Finance Committee - Agenda - 4/17/2019 - P44

Finance Committee - Agenda - 4/17/2019 - P45

By dnadmin on Mon, 11/07/2022 - 13:07
Document Date
Fri, 04/12/2019 - 14:28
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/17/2019 - 00:00
Page Number
45
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__041720…

EXHIBIT B

Proposal for Professional Services

Meenakshi Gyawali as an independent contractor for the City of Nashua shall provide the following:

Professional services in implementing specific projects identified in the Nashua Downtown Riverfront
Development Plan and working to implement the newly expanded TIF District in downtown Nashua.

Scope of Services
The following are services that will be provided by the consultant:

e Review of the Downtown Riverfront Plan to identify specific projects to be completed

e Review of the TIF District documents and map to establish procedures that would insure the
compliance with financial and legal requirements of the program

e = Assist the City in the creation of RFQ and RFP documents to solicit engineers and contractors to
bid on project(s) and in the selection process

e Preparation of contract documents

e Coordinate with other City departments and State agencies property owners as may be needed to
accomplish the projects

* Coordinate with City staff to ensure that the TIF board is kept abreast of progress on the
identified project on a quarterly basis

* Oversee all aspects of the project with the design / build team and city staff to ensure that the
project is moving forward in a timely manner and within budget

e Such other services as required in order to implement or complete the plan.

Additional Stipulations

The fee for the assistance detailed above would be $60.00 hour. The total number of hours per month
should not exceed 60, unless approved by the City and shall not exceed $21,600.

Any out of pocket expenses will be pre-approved by the City of Nashua’s Director of Economic
Development prior to any expense being incurred.

At the end of the 90 days both parties will make a joint evaluation as to whether to continue the
relationship and, if so, under what conditions.

This agreement may be terminated by either party with one week notice.

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Finance Committee - Agenda - 4/17/2019 - P45

Finance Committee - Agenda - 4/17/2019 - P46

By dnadmin on Mon, 11/07/2022 - 13:07
Document Date
Fri, 04/12/2019 - 14:28
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/17/2019 - 00:00
Page Number
46
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__041720…

Meenakshi (Meena) Gyawali
149 Lodge Street
Manchester, NH 03104
Phone: 603-591-0420

mgyawali@gmail.com

Education: University of New Hampshire - Masters of Public Administration
University of Illinois - Bachelor of Urban and Regional Planning

Experience:
November 2011 - November 2018 Community Development Finance Authority, Concord NH
Director of Community Development

Responsible for overall management of projects from application phase, grant awards, and
ensuring that all aspects of procurement, budget and time were being met.

° Assist municipalities and others with assembling a project from initiation, identifying
other resources, creating a timeline, budget and partners that could assist in making the
project successful. Coordination with project architects, general contractors and
construction managers to help them with the federal and state regulations. Perform
analysis of applications, including organizational capacity, community development
purpose, assessment of financial viability, impact of proposed project, relative scoring and
site visits. Problem solving on how alternate funding/financing might work.

e Manage contracts for approved projects and ensure that documents (sub-recipient
agreements, loan documents, liens, procurement, bid reviews, wage compliance and
outcomes reporting) were reviewed in a timely manner.

Work with municipalities, non-profits and businesses to provide them with an
understanding of resources offered by CDFA and determine the eligibility of their
projects. Provide guidance and interpretation of CDBG rules to grantees and CDFA staff.
Design and improve the application process, training modules, and the implementation
guides in areas related to CDBG and State Tax Credits.

e Administration and monitoring of State Tax Credits and HUD CDBG funds granted.
Preparation of federal reports, data collection, and other required documents.

° Led and assisted staff with various strategic planning initiatives, including 5 year and
annual plans required to secure federal funds. Ongoing analysis of reporting, data
collection and contracts to improve the process.

October 2009 — July 2011 City of Manchester, Economic Development Department
Business Development Coordinator

The role of the business development coordinator was to provide assistance to businesses in the
areas of business planning, site search, loan and grant administration, analyzing community
statistics and to help start, expand or relocate businesses in Manchester.

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Finance Committee - Agenda - 4/17/2019 - P46

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