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THE CITY OF NASHUA meee ene

Economic, Develonment. Division

To: Mayor Donchess, City of Nashua

From: Tim Cummings, Economic Development Division Director
Ce: Janet Graziano, Financial Manager

Date: August/2018

Re: Fundraising Consulting/Execution Contract

Request
The Office of Economic Development requests the approval of the contract before you in the amount of
$48,000 with Full Circle Consulting of Concord, New Hampshire.

Background on Procurement

This contract is with a reputable fundraising consultant that is currently executing the feasibility
assessment study for the fundraising needs of the Performing Arts Center project. Essentially this is the
second phase of the project where the consultant will begin the implementation phase of the project.

In March of 2018, the City of Nashua Mayor’s Office of Economic Development issued a Request for
Proposals seeking proposals from professional consultants to assess and outline how best to execute a
fundraising operation for the Performing Arts Center.

While following required Purchasing Department protocol for public notification of consulting
opportunities, staff took additional steps to identify the most capable companies in New England and
throughout the country. Notices of the availability were sent directly to 20 firms who specialize in
performing arts center feasibility studies we sent the proposal request to 18 entities. The City received no
official responses. In speaking with the President/CEO of the YMCA he referred me to Full Circle
Consulting who had received a proposal originally. Upon discussion with the Principle of the group they
decided to submit the attached scope of work for a fundraising assessment.

At the onset, it was decided to break the project into two phases an assessment phase and then an
implementation phase.

CONTRACT FOR PROFESSIONAL SERVICES

PROFESSIONAL SERVICES CONTRACT FoR FUNDRAISING

RFP0265-040618

A CONTRACT BETWEEN

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

AND

FULL CimcLeE CONSULTING

NAME AND TITLE OF SERVICE PROVIDER

16 FERRY STREET SUITE 301B, CoNcorD, NH 03301
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 - Scope of Work — Phased Approached — 2" Phase - Implementation

The Contract represents the entire and integrated agreement between the parties and supersedes
ptior 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

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

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work described.

3. PERIOD OF PERFORMANCE. Service Provider shall perform and complete all work with final
plans, as delineated in the scope of work provided and attached hereto. . 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
shali begin performance upon receipt of the signed contract.

4. COMPENSATION. Service Provider agrees to perform the work for a total cost not to exceed
(848,000 .60)

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

Atin: 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. The City will pay Service
Provider within 30 days of approval 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.

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

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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 Betsy McNamara
Economic Development Division Full Circle Consulting
Office of the Mayor ~ City Hall 10 Ferry Street #301B
229 Main Street Concord, NH 03301
Nashua, NH 03060

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

sn ww FY SN

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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
Ciry 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
Crry 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

GC--3

GC--3
GC--4
GC--4
GC--4
GC--5

30. SEVERABILITY GC--12
31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT GC--12
32. CHOICE OF LAW AND VENUE GC--13

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 ali 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 applicable and before commencing any work under the contract, to
complete and to provide the following written request to its insurer:

Full Circle Consulting has entered into a contract with the City of Nashua to perform
work upon receipt of a Notice to Proceed to Final Completion and requests that the
Insurer provide to the City of Nashua 1) a certificate of coverage, and 2) notice of any
lapse in coverage or nonpayment of coverage that the Service Provider is required to
maintain. The certificate and notice should be mailed to:

Risk Management
City of Nashua
229 Main Street
Nashua, NH 03060

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.

Mortality rates in the July 1, 2020 valuation for disabled individuals reflects the Pub-2010
Public Retirement Plans Amount-Weighted Mortality Tables, projected to the valuation
date with Scale MP-2019, setback 10 years (previously was the RP-2014 Adjusted to 2006
Blue Collar Mortality Table projected to the valuation date with Scale MP-2018, setback 10
years).

Target Allocation

The long-term expected rate of return on pension plan investments was selected from a best
estimate range determined using the building block approach. Under this method, an expected
future real return range (expected returns, net of pension plan investment expense and inflation)
is calculated separately for each asset class. These ranges are combined to produce the long-term
expected rate of return by weighting the expected future real rates of return net of investment
expenses by the target asset allocation percentage and by adding expected inflation. The target
allocation and best estimates of arithmetic real rates of return for each major class are
summarized in the following table:

Long-term
Expected
Target Real Rate
Asset Class Allocation ofRetum Weighting
Intermediate Bond 40.00% 2.00% 0.80%
US Large Cap Equity 30.00% 6.25% 1.88%
US Small Cap Equity 10.00% 7.75% 0.78%
International Equity 20.00% 6.00% 1.20%
Total 100.00% 4.66%
Inflation 2.40%
Expected arithmetic nominal return 7.06%

Discount Rate

The discount rate used to measure the total pension liability was 7.00%. The projection of
cash flows used to determine the discount rate assumed that the plan member contributions
will be made at the current contribution rate and that employer contributions will be made
at contractually required rates, actuarially determined. Based on those assumptions, the
pension plan’s fiduciary net position was projected to be available to make all projected
future benefit payments to current active and inactive plan members. Therefore, the long-
term expected rate of return on pension plan investments was applied to all periods of
projected benefit payments to determine the total pension liability.

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Service Provider warrants that all 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
deficiencies, 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.

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