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CONTRACT FOR PROFESSIONAL SERVICES

RFP0019-060418

PROFESSIONAL SERVICES CONSULTING SERVICES FOR
REAL ESTATE BROKERAGE & MARKETING SERVICES

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019

AND
LOUISE BROCHU & JANE RIEDEL

KELLER WILLIAM METROPOLITAN REALTY
NAME AND TITLE OF SERVICE PROVIDER

WITH A PRINCIPAL ADDRESS AT

168 SOUTH RIVER ROAD, SUITE 1A, BEDFORD, NH 03110

ADDRESS OF SERVICE PROVIDER

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

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

WHEREAS, Service Provider 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 —- Summary & Scope of Services Document

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.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Service Provider shall

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furnish all services, equipment, and materials and shall perform all operations necessary and
required to carry out and perform in accordance with the terms and conditions of the contract the
work described and attached hereto as Scopes of Work.

3. PERIOD OF PERFORMANCE. Service Provider shall perform and complete all work within one
(1) year execution of this contract that can be extended should both parties mutually agree.
. The time periods set forth 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. Service
Provider shall begin performance upon receipt of the signed contract.

4. COMPENSATION. Service Provider agrees to perform the work for a total cost not to exceed
($ 0.00)

Unless Service Provider has received a written exemption from the City. Service Provider shall
submit requests for payment for services performed under this agreement directly to

City of Nashua

Attn: Accounts Payable
PO Box 2019

Nashua, NH 03061-2019

To facilitate the proper and timely payment of applications, the City of Nashua requires that
all 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, Service Provider 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 will pay for work satisfactorily completed by Service Provider in accordance with this
Agreement. The City will pay Service Provider all undisputed portions of Service Provider’s
invoices within 30 days of receipt by the City of the submitted invoice forms and progress reports.
The City will make no payments until the invoice forms and progress reports have been submitted
and approved. If the City disagrees with any portion of an invoice, it shall notify Service Provider
in writing of the amount in dispute and the specific reason for the objection within 10 days of
receipt of invoice. The City shall pay the undisputed portion of the invoice as specified above.

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

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 REPRESENTATIVE: REPRESENTATIVE:

Tim Cummings, Director Louise Brochu, Realtor

Economic Development Division Keller Williams Metropolitan Realty
Office of the Mayor — City Hall Brochu Real Estate Group

229 Main Street 168 South River Road, Suite 1A
Nashua, NH 03061 Bedford, NH 03110

Any notice required or permitted under this contract, if sent 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 or Service Provider 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.

City of Nashua, NH (signature) consultant (signature)

Jim Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS
DEFINITIONS

SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE

STANDARD OF CARE

CITY REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY 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

FEDERAL SUBCONTRACTING REQUIREMENTS
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

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SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY
MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

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GENERAL CONDITIONS

1. DEFINITIONS. Unless otherwise required by the context, "Service Provider” includes
any of the Service Provider's consultants, sub consultants, contractors, and subcontractors

2. SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Service Provider shall have the status
of and shall perform all work under this contract as a Service Provider, maintaining control over
all its consultants, sub consultants, contractors, or subcontractors. The only contractual relationship
created by this contract is between the City and Service Provider, and nothing in this contract shall
create any contractual relationship between the City and Service Provider's consultants, sub
consultants, contractors, or subcontractors. The parties also agree that Service Provider is not a
City employee and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

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

(4) Participation or contributions by either the Service Provider or the City to the
public employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the City.

Service Provider agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. If Service Provider does not maintain coverage
throughout the entire term of the contract, Service Provider agrees that City may, at any time the
coverage is not maintained by Service Provider, order the Service Provider to stop work, suspend
the contract, or terminate the contract. For each six-month period this contract is in effect, Service
Provider agrees, prior to the expiration of the six-month period, to provide another written request
to its insurer for the provision of a certificate and notice of lapse in or nonpayment of coverage. If
Service Provider does not make the request or does not provide the certificate before the expiration
of the six-month period, Service Provider agrees that City may order the Service Provider to stop
work, suspend the contract, or terminate the contract.

3. STANDARD OF CARE. Service Provider shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this contract.
Service Provider’s 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 Service Provider 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 may have, Service Provider shall, at its own expense and without
additional compensation, re-perform work to correct or revise any omissions or errors in the work
or the product of the work or which result from Service Provider's failure to perform in accordance
with this standard of care. Any approval by the City of any products or services furnished or used
by Service Provider shall not in any way relieve Service Provider of the responsibility for
professional and technical accuracy and adequacy of its work. City review, approval, or
acceptance of, or payment for any of Service Provider's work under this contract shall not operate
as a waiver of any of the City's rights or causes of action under this contract, and Service Provider
shall be and remain liable in accordance with the terms of the contract and applicable law.

Summary of Significant Accounting Policies

The accounting policies of the System as reflected in the accompanying financial
statements for the year ended June 30, 2021 conform to generally accepted accounting
principles for public employee retirement systems (PERS). The more significant
accounting policies of the System are summarized below.

Basis of Accounting
Contributory retirement system financial statements are prepared using the accrual basis of

accounting. Plan member contributions are recognized as revenue in the period in which the
members provide services to the employer. Employer contributions are recognized when due
and the employer has made a formal commitment to provide the contributions. Benefits
and refunds are recognized when due and payable in accordance with the terms of the plan.

Investment Policy

Investments are reported at fair value in accordance with requirements. System assets are
managed on a total return basis with a long-term objective of achieving and maintaining a
fully funded status for the benefits provided through the pension plan.

Rate of Return

For the year ended June 30, 2021, the annual money-weighted rate of return on pension
plan investments, net of pension plan investment expenses, was 25.65%. The money-
weighted rate of return expresses investment performance, net of investment expense,
adjusted for the changing amounts actually invested.

Net Pension Liability

For purposes of measuring the net pension liability, deferred outflows of resources and
deferred inflows of resources related to pensions, and pension expense, information about
the fiduciary net position of the System and additions to/deductions from System’s
fiduciary net position have been determined on the same basis as they are reported by
System. For this purpose, benefit payments (including refunds of employee contributions)
are recognized when due and payable in accordance with benefit terms. Investments are
reported at fair value.

Net Pension Liability of the City
The components of the net pension liability of the City on June 30, 2021 were as follows:

Total pension liability $ $3,572,475
Plan fiduciary net position (53,315,130)
Employers’ net pension liability $ 257,345

Plan fiduciary net position as a
percentage of total pension liability 99.52%

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

4. CITY REPRESENTATIVE. The City may designate a City representative for this contract.
If designated, all notices, project materials, requests by Service Provider, and any other
communication about the contract shall be addressed or be delivered to the City Representative.

5. CHANGES TO SCOPE OF WORK. The City 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 Service Provider's performance
under the contract. Service Provider shall provide to the City 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 to be able
to adequately analyze the proposal. The City will then determine in writing if Service Provider
should proceed with any or all of the proposed change. If the change causes an increase or a
decrease in Service Provider's cost or time required for performance of the contract as a whole, an
equitable adjustment shall be made and the contract accordingly modified in writing. Any claim
of Service Provider for adjustment under this clause shall be asserted in writing within 30 days of
the date the City notified Service Provider of the change.

When Service Provider seeks changes, Service Provider shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City 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 to be able to
adequately analyze the proposal. The City will then determine in writing if Service Provider
should proceed with any or all of the proposed change.

Except as provided in this paragraph, Service Provider shall implement no change unless the City
in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City may provide verbal approval of a change when the
City, 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 no later than the next business day. Any change
undertaken without prior City approval shall not be compensated and is, at the City's election,
sufficient reason for contract termination.

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

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
The City shall furnish to Service Provider all information and technical data in the City’s
possession or control reasonably required for the proper performance of the Services. Service
Provider shall be entitled to reasonably rely without independent verification upon the information
and data provided by the City or obtained from generally accepted sources within the industry,
except to the extent such verification by Service Provider is expressly required as a defined part of
the Services.

Service provider will endeavor in good faith, as needed, to obtain from the appropriate authorities
their interpretation of applicable codes and standards and will apply its professional judgment in
interpreting the codes and standards as they apply to the Project at the time of performance of the
Services. Notwithstanding the above, the Parties agree that, as the Project progresses, such codes
or standards may change or the applicability of such codes or standards may vary from Service
Providers original interpretation through no fault of Service Provider and that additional costs
necessary to conform to such changes or interpretations during or after execution of the Services
will be subject to an equitable adjustment in the Compensation and Project Schedule.

All future questions Service Provider may have concerning interpretation or clarification of this
contract shall be submitted in writing to the City within 10 calendar days of their arising. The
writing shall state clearly and in full detail the basis for Service Provider's question or position.
The City representative shall render a decision within 15 calendar days. The City's decision on the
matter is final. At all times, Service Provider 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. Service Provider is responsible, pursuant to the standard of care, for requesting
clarification or interpretation in the event it discovers a conflict, error or omission or discrepancy
in the contract documents, and is liable for its direct costs or expense to the extent caused by its
failure to do so.

Service Provider shall be responsible for its performance and that of Service Provider’s lower-tier
subcontractors and vendors.

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. Ifthe City chooses to terminate, abandon, or suspend all or part of the project, it
shall provide Service Provider 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, Service Provider 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 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 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 to resume performance.

In the event of a termination, abandonment, or suspension at will, Service Provider shall receive
all amounts due and not previously paid to Service Provider 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 on 10
calendar day’s written notice to Service Provider in the event of a failure by Service Provider to
adhere to all the terms and conditions of the contract or for failure to satisfactorily, in the sole
opinion of the City, pursue the project or to complete work in a timely and professional manner.
Service Provider shall be given an opportunity for consultation with the City prior to the effective
date of the termination. Service Provider may terminate the contract on 10 calendar days written
notice if, through no fault of Service Provider, the City fails to pay Service Provider for 30 days
after the date of approval of any submitted invoice forms and progress reports.

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

If after termination for the failure of Service Provider to adhere to all the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or to
complete work in a timely and professional manner, it is determined that Service Provider had not
so failed, the termination shall be deemed to have been a termination at will. In that event, the
City shall make an equitable adjustment in the compensation paid to Service Provider. The
adjustment shall include a reasonable profit for services or other work performed up to the effective
date of termination less all previous payments.

C. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the
City 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 Service Provider's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within Service
Provider's control.