Search

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.

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

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

AG 1 of 3

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.

AG 2 0f3

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

AG 3of3