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9. DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shall be
resolved under this paragraph. 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 Representative and a Service Provider
representative. At all times and as long as the City is in compliance with its payment obligations
to Service Provider, Service Provider shall carry on the undisputed work under this contract and
maintain and complete undisputed work in accordance with the requirements of the contract or
determination or direction of the City. If the dispute is not resolved within 30 days, either party
may request that the dispute be submitted to the Board of Public Works for final resolution. The
decision of the Board of Public Works shall be final and binding on the parties. If either party is
dissatisfied with the decision of the Board of Public Works, that party may immediately terminate
the contract under this paragraph, with Service Provider being entitled to compensation for work
actually and satisfactorily performed up to the time of the termination and the City being entitled
to all contract materials in accordance with paragraph 21, and compensation for any additional
damages or expenses incurred in completing the work under the contract, including, without
limitation, the costs of securing the services of other Service Providers.

10. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment,
compensation, or adjustment of any kind shall be made to Service Provider for damages because
of hindrances or delays in the progress of the work from any cause, and Service Provider agrees
to accept in full satisfaction of such hindrances and delays any extension of time that the City may
provide, except when the City request Service Provider to provide over time or expend additional
resources to complete the work and such delay is not the result of Service Providers negligent acts,
errors or omissions.

11. INSURANCE. Service Provider shall 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.
> $1,000,000 Profession Liability;
> and Workers' Compensation Coverage in compliance with the State of New Hampshire
statutes, $100,000/$500,000/$100,000.

Service Provider 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 Service Provider are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Service Provider under this contract. The City of
Nashua shall not maintain any insurance on behalf of Service Provider. Subcontractors are subject
to the same insurance requirements as Service Provider and it shall be the Service Provider’s
responsibility to ensure compliance of this requirement.

Service Provider 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 issues the notice of award. The City of Nashua requires thirty days written
notice of cancellation of coverage. The certificates and endorsements for each insurance policy
must be signed by a person authorized by the insurer and who is authorized 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. Service Provider 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 above $100,000.00 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, Service Provider must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of insurance.

« The specified insurance requirements do not relieve Service Provider of its responsibilities
or limit the amount of its liability to the City or other persons, and Service Provider 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.

# Service Provider is responsible for and required to remedy all damage or loss to any
property, including property of the City, to the extent caused by Service Provider or anyone
employed, directed, or supervised by Service Provider.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Service
Provider agrees to indemnify and shall defend and hold harmless the City, its agents, officials,
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, reasonable attorney’s fees, costs and expenses to the extent caused by 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, defense and hold
harmless obligations, or portions thereof, shall not apply to liability to the extent caused by the
sole negligence or willful misconduct of the party indemnified or held harmless.

13. FISCAL CONTINGENCY. All payments under this contract are contingent upon the
availability to the City of the necessary funds. This contract shall terminate and the City's
obligations under it shall be extinguished at the end of any fiscal year in which the City 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 under this contract that are not paid to
Service Provider shall automatically revert to the City’s discretionary control upon the completion,
termination, or cancellation of the agreement. The City 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.

14. COMPENSATION. Review by the City of Service Provider's submitted monthly invoice
forms and progress reports for payment will be promptly accomplished by the City. If the City
disagrees with any portion of an invoice or requires additional information, 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 and The City shall pay all undisputed invoices of Service Provider in
full within 30 days of the submitted monthly invoice forms and progress reports.

15. 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 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.

16. |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 41 C.F.R. § 60-1.4,
and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated into this
contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action Obligations of
Service Providers and Subcontractor for Disabled Veterans and Veterans of the Vietnam Era,"
which, by reference, is incorporated in this contract, and to 41 C.F.R. § 60-471 and the clause
entitled "Affirmative Action Obligations of Service Providers and Subcontractors for Handicapped
Workers," 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 insert 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.

17. FEDERAL SUBCONTRACTING REQUIREMENTS. If Service Provider awards a subcontract
under this contract, Service Provider, if applicable, shall use the following alternative steps:

A. Using the services of the Small Business Administration and the Minority
Business Development Agency of the United States Department of
Commerce, as appropriate; and

B. Requiring the subcontractor, if it awards subcontracts, to take the
affirmative steps set forth in paragraph A.

If applicable, Service Provider agrees to complete and submit to the City a Minority Business
Enterprise/‘Woman Business Enterprise (MBE/WBE) Utilization Report (Standard Form 334)
within 30 days after the end of each fiscal quarter until the end of the contract.

18. | 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.

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

20. 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, 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.

21. DISPOSITION OF CONTRACT MATERIALS. Except for pre-existing works and/or other
intellectual property owned by Services Provider, 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 and all such materials shall be remitted and delivered, at Service Provider's
expense, by Service Provider to the City upon completion, termination, or cancellation of this
contract. Alternatively, if the City provides its written approval to Service Provider, 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 ofits 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 retention period, the City, in writing,
requests any or all of the materials, then Service Provider shall promptly remit and deliver the

materials to the City. 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. Service Provider shall not be responsible
for any claims arising out of the City’s extraction or modification of the material, or for any claims
arising out of the use of such materials by the City for any other purpose than that which is
expressly set forth under this Contract.

22. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Excluding Services Provider’s pre-
existing work and intellectual property, Service Provider expressly agrees that all documents ever
submitted, filed, or deposited with the City by Service Provider (including those remitted to the
City by Service Provider pursuant to paragraph 21), 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 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 or any of its officers or employees, in either their
official or individual capacity, 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, 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 all the terms and conditions of this contract.

23. | FINAL ACCEPTANCE. Upon completion of all work under the contract, Service Provider
shall notify the City in writing of the date of the completion of the work and request confirmation
of the completion from the City. Upon receipt of the notice, the City 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 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 shall
be the date upon which the Board of Public Works or other designated official accepts and
approves the notice of completion.

24. TAXES. The City shall pay or reimburse Service Provider, as appropriate, for all
categories of taxes, other than income tax, including without limitation, use, sales consumer, local
license, levies, duties, and assessments of every nature due in connection with any work performed.
under the contract. Service Provider is responsible to 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 from any liability on account of Service
Providers income and payroll taxes,.

25. | NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this
contract shall be considered waived by the City. 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 in a written waiver.

26. | 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.

27. PROHIBITED INTERESTS. Service Provider shall not allow any officer or employee of the
City 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 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. 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 determines
that a conflict exists and was not disclosed to the City, 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 may terminate
the contract at will or for cause in accordance with paragraph 8. Upon termination, Service
Provider shall refund to the City any profits realized under this contract, and Service Provider shall
be liable to the City for any costs incurred by the City in completing the work described in this
contract. At the discretion of the City, 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 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 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 under this contract or at law.

28. THIRD PARTY INTERESTS AND LIABILITIES. The City 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 and Service
Provider.

29. 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.

30. 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.

31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the
entire contract between the City 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 shall be valid unless reduced to writing and signed by both parties.

32. CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by the laws of
the State of New Hampshire and any litigation shall be brought in a court located in the State of
New Hampshire.

Changes in the Net Pension Liability - Board of Public Works

Increase (Decrease)

Total Pension Plan Fiduciary Net Pension
Liability Net Position Liability
Balances, beginning of year $ $1,033,623 $ (43,638,120) $ 7,395,503
Changes for the year:
Service cost 1,194,402 - 1,194,402
Interest 3,546,569 - 3,546,569
Contributions - employer - (907,292) (907,292)
Contributions - employee - (907,292) (907,292)
Net investment income - (11,103,338) (11,103,338)
Differences between expected and
actual experience (933,080) - (933,080)
Changes of assumptions 1,910,247 - 1,910,247
Benefit payments, including refunds of
employee contributions (3,179,286) 3,179,286 -
Administrative expense - 61,626 61,626
Net changes 2,538,852 (9,677,010) (7,138, 158)
Balances, end of year $ 53,572,475 $ (53,315,130) = § 257,345

Actuarial Assumptions and Other Inputs
The total pension liability in the July 1, 2020 actuarial valuation was determined using the
following actuarial assumptions:

Actuarial cost method Entry Age Normal

Salary increases Inflation of 3.00% annually, plus merit increases ranging from
2.00% to 0.00%, based on age

Investment rate of return 7.00%, per annum compounded annually, net of investment
expenses

Actuarial valuation of the ongoing System involves estimates of the reported amounts and
assumptions about probability of occurrence of events far into the future. Examples include
assumptions about future employment mortality and future salary increases. Amounts
determined regarding the net pension liability are subject to continual revision as actual
results are compared with past expectations and new estimates are made about the future.
The actuarial assumptions used in the valuation were based on the results of a limited scope
experience study for the period July 1, 2005 through June 30, 2014 completed in
conjunction with the July 1, 2014 actuarial valuation.

Mortality rates in the July 1, 2020 valuation for non-disabled individuals reflects the Pub-
2010 Public Retirement Plans Amount-Weighted Mortality Tables, projected to the
valuation date with Scale MP-2019 (previously was the RP-2014 Mortality Table, adjusted
to 2006 Blue Collar Mortality Table, projected to the valuation date with Scale MP-2018).

a4

EXHIBIT B

Summary & Scope of Work

City of Nashua Office of Economic Development
Professional Services related to Residential Real Estate Brokerage and Marketing Services

Summary & Scope of Work

The purpose of this assignment is to provide marketing and brokerage services to the City of Nashua, through
the Office of Economic Development related to the disposition selected residential property.

The City of Nashua shall enter into from time to time an exclusive listing agreement for a specific property. At
this time it may be the following:

11 Baldwin Street

9 Hillcrest Avenue

38 4 West Hollis Street.

*It should be noted that other properties may be added

The objective is for Keller Williams Metropolitan Realty through Louise Brochu of Brochu Realty Group shall
provide customary brokerage and marketing services to sell the identified property.

Proposed Approach

The contract will be an On Call Services contract with each individual assignment or task separately
authorized by the Office of Economic Development after review of a proposed level of effort and price with a
separate scope of work/tasks to be developed and attached hereto.

Pricing will be based on a 4% commission to be paid at the time of closing

Key Personnel

The following key personnel will lead the work conducted under this task order. The task order will be

managed directly from our Boston office, allowing the greatest possible responsiveness and efficiency of work
processes. Many of these key staff are located in our Chelmsford MA office close to the community.

NAME FUNCTIONAL TITLE
Louise Brochu Realtor
Jane Riedel Realtor

*No other individual/agent associated with Keller Williams Metropolitan Realty shall work on any of the City
of Nashua’s assignments unless prior written authorization is given.

. Respectfully, 5
fle

«
~ Ay Dan Kooken

, THE CITY OF NASHUA “The Gate City’

Financial Services

Purchasing Department

August 30, 2018
Memo #19-057

TO: MAYOR DONCHESS
FINANCE COMMITTEE
SUBJECT: CONTRACT FOR PHASE 2 OF CONSULTING REGARDING IMPLEMENTATION OF

FUNDRAISING FOR THE PERFORMING ARTS CENTER (VALUE: $48,000)
DEPARTMENT: 183 ECONOMIC DEVELOPMENT; FUND: PAC PROJECT COST

Please see attached communication from Tim Cummings, Director of Economic Development dated
August/2018 for the information related to this purchase.

Pursuant to NRO § 5-83 Professional Services (A) In the purchase of accounting, architectural, auditing,
engineering, legal, medical and ambulance services and purchases of independent professional
consultant services for personnel, data processing, actuarial, planning, management and other

comparable purchases competitive bidding shall not be required.

The Director of Economic Development and the Purchasing Department recommend approval of this
contract in an amount of $48,000 to Full Circle Consulting of Concord, NH.

Purchasing Manager

Ce: T Cummings J Graziano

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