Search

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. Reguiring 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. Ciry 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 of its
obligations under this contract must be retained by Service Provider for a minirnum of four years
after final payment is made and all other pending matiers are closed. [f, 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. Pusiic Recorps 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 depasited 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
clairns, 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 viclations 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, producis, 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 shal! 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. Prowisirep 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. THirp 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 ihe 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. MoniriCATION 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.

EXHIBIT B

Summary & Scope of Work

City of Nashua Police Department
Professional Services related to HVAC Study

Scope of

SMART will visit NPD site over syultiole days and take inventory and make an assessrnent of the
HVAC equipment, capacities, and useful life expectancy.

SMRT will prepare and provide written or electronic inventory report of HVAC equipment,
capacity, useful life expectancy and issues or concerns and make recommendations.

SMRT will provide a written or electronic cost estimate indicating the costs to purchase and
install all recommended items including any structural, electrical or plumbing implications (soft
costs including design will not be included),

The assessment will be strictly mechanical, electrical is not included.

SMRT will attend one onsite meeting after the repart nas been sent out to answer questions
about the report. Any comments received will be incorporated into a final report to be issued
shortly after the meeting.

EXHIBIT B

Summary & Scope of Work

City of Nashua Police Department
Professional Services related to HVAC Study

Summary & Scope of Work

i.

NM

SMRT will vist NPD site over multiple days and take inventory and rake an assessment of the
HVAC equipment, capacities, and useful life expectancy.

SMRT will prepare and provide written or electronic inventory report of HVAC equipment,
capacity, useful life expectancy and issues or concerns and make recommendations.

SMRT will provide a written or electronic cost estimate indicating the costs te purchase and
install all recommended iterns including any structural, electrical ar plumbing irnplications (soft
costs including design will not be included).

The assessment will be strictly mechanical, electrical is not included.

SMRT will attend one onsite meeting after the report has been sent out to answer questions
about the report. Any comments received will be incorporated into a final report to be issued
shortly after the meeting.

June 5, 2018

Mr. Gerry Pilon

Building Maintenance Supervisar
Nashua Police Department
Panther Drive

Nashua, NH O3061-078S

Re: Nashua Police Station HVAC Assessment

Dear Gerry:

We re pleased to have ihe apportunity to assist you and the h vesh hua Police Department (NPD) in assessing the
xisti ng HVAC equigrment and controls, SMART has significant experience performing equipment assessments to help
clie s identify risks and equigment life expectancy. Our experience comes to this project effort from a wide array of

comleted surveys aon multiole government and justice projects. SMaT is is familiar with many of the HVAC syste ms at
the station, as we performed the design and oversaw the construction of the 2004 HVAC upgrades project.

The main portion of che police station was bullt approximately 35 years age, with a new addition completed in early
2000's. The building is comprised of multiple HVAC systems including boilers, water source heal purnps, central alr
handling units, VAV boxes, and energy recavery devices in different stages of useful life expectancy. The cooling cov
on the cantral energy recovery unit that pre- tempers the outdoor air before being delivered to the SO water source
heat pumps has failed, As a result, ventilation air is being delivered to the heat purnps at outdoor conditions, causing
the water source heat pumps to be overworked, The building is controlled by a Slemens DDC control systern, dating
back approximately 15 years. The Nashua Police Departrnent has requested that SMART provide a proposal ta do an
avtensive assessment of all of the existing HVAC equipmant along with independent cost estimates reflecting th
work,

We » wil provide the - following § scope of garvices:
1. We will visit the site over multiole days taking an inventory of the HVAC equipment, capacities, useful life
expectancy and note any issues or concerns.

2, We will prepare a report indicating our observations of all the existing equipment and cantrals from the
surveys and make recommandatians.
3, We will provide a cost estimate indicating the costs to purchase and install all recommended items including

te
any structural, electrical or plumbing implications (soft costs including design wil! not be included).
4. The assessment will be strictly mechanical, electrical is not ot included,

We will attend one onsite meeting after the report thas been sent out to answer questions about the resort.
Any comments recelved will be incorporated into a nal veport to be issued shortly after the meeting.

ur

ARCHITECTURE ENGINETRING PLANNING INTERIORS EMF RY

Gerry Plior
June 5, 2018
Page 2 of 2

We wil produce one electronic Rep ort for review and comment by the Nashua Police Department,

4
aa

2. We will produce one cost estimate as an appendix to the report.

3. Following the submission, SMAT wil meet with NPD personnel to go over any comments.

i. Hazardous materials identification and remediation wil not be inc clad ed in the evaluation or cast estimates.
2. SMT will have access to existing drawings for review and scanning and will be returned to NPD lincludin

electronic versions},

SM RT proposes that the start of the project to the final report will take approximately 6 weeks from a signed
contract. We propose to complete the wark described in this a letter on a fixed fee basis of $19,600,
which incluces reimbursable expenses and cost estimating services.

Wark not cescrived in the Scape oF Services will be provided by SMRT at the request of the N
Department 4s an additional service. Additional services shall either be on an hourly time anc
hourly billing rates established at the time of the request, or for a fixed fee fairly negotiated.

<7

expense basis at SIRT

The Scope of Work included in this proposal will be executed subject to the previously negotiated terms and
conditions with the Nashua Police Department. if you are in agreement with the Scape of Work included please
provicle SMRY with Authorization to Proceed by signing and returning one copy of the attached authorization
statement.

Sincerely,
SMART Architects and Engineers

Jonathan Kasper, PE
Associate Principal

2700 Brickstone Square, Suite 303

Ancover, MA Q1810

P 207.321.3957 email: jkasper@smirtince. com
Enclosures: Authorization Forms, SVIRT 2018 Rate Sheet
Ce: KLD, GV, $8, Fille O0015-JU

ARCHITECTURE ENGINEERING PLANNING INTERIORS

ARCHITECTURE ENGINEERING BLAMING INTERIGRS ENE AY

B77 706.7678
WY OW. SPNTTING.com

Ordered By: Mr. Garry Pilon
Building Maintenance Supervisor
Nashua Police Deparirnent
Panther Drive
Nashua, NH 03061-0785

Description of Work: Assessment of the existing HVAC equ uipment and controls at the Nashua
Police Station (as described in the attached oreposal letter ‘st ed June 5,
2018).

Fee Basis: SKIRT proposes to provide these services for a fixed fee of $19,600, whic!

includes reimbursable expenses anc cast estimating sevices. Work not
described in the Scope of Servi vices will be orovidedl by SMABT at the request of
the Nashua Police Department as an additional service. Additional services
shall either be on an hourly time and expense basis at SMART hourly buling
rates established at the time of the request, or for a fied fee fairly negotiated
{see attached SMRT Schedule of Professional Hourly Billing Rates).

Terms: Tarms and Conditions shall be as described in the previously negotiated terms
and conditions with the Nashue Police Department.

Approved and Accepted By: Nashua Police Department

Signature Date

SMRT
i ii pepe
* a, June 5, 2018
0
Signature Date

877.700.7678
WWW.STHTInc.com

Effective January 1, 2012 through December 31, 2018

Senior Principal
Principal

Senior Advisor
Senior Professional
Professional
intern/Designer
Support

Reproductions
Travel

Other Reimbursables

Consultants

$185 - $215
$130 - $189
$95 ~ $125
$95

Cast plus 10%
IRS Standard Mileage Reimbursement Rate

SMAT reserves the right to adiust its biling rates annually.

ARCHITECTURE ENGINEERING

PLANNING

INTERIORS ENERGY