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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. 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 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, at Service Provider's expense, 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.

22. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. 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. Service Provider shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and 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
lability on account of any and all such taxes, levies, duties, assessments, and deductions.

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. PROMEBITED 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, non-contractual, 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.

33. 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

JULY 18, 2018

tull circle
SCOPE OF WORK

CAMPAIGN COUNSEL: NASHUA PERFORMING ARTS CENTER
CAPITAL CAMPAIGN

PRESENTED BY: BETSY MCNAMARA

FULL CIRCLE CONSULTING

10 FERRY ST, SUITE 301B, CONCORD NH 03301
BMCNAMARA@FULLCIRCLENH.COM, 603-219-0699

FULL CIRCLE CONSULTING EXPERTISE

Full Circle Consulting is a full-service consulting firm that specializes in:
® Fundraising and capital campaign management
e Attraction of capital investment for community efforts
e Organizational preparation and positioning to achieve success
e Financial management improvements for maximum effectiveness

Full Circle Consulting, created in 2007, works with nonprofits, small businesses, and
community investors to develop and plan the effective use of resources that make priorities
happen.

Full Circle Consulting believes that nonprofits are integral to every community. Mission-driven
and effective, nonprofits lead the way on Issues impacting the environment, people, arts,
health and education. Full Circle serves as a connector between those who want to support
the work of effective nonprofits, and those nonprofits implementing the work.

Betsy McNamara will act as lead consultant for this project. Betsy counsels non-profit
organizations on how to raise money for programs or capital campaigns from individuals,
businesses, religious organizations, civic groups, foundations, and government.

SERVICES

Full Circle Consulting will serve as campaign counsel to the capital campaign that will raise
endowment funds for the City of Nashua’s to-be-developed Performing Arts Center. In this
capacity, Full Circle will, with staff and volunteers, conduct the following scope of work:

ff.
With staff and volunteers, recruit campaign City of Nashua staff, Sep — Oct
. committee volunteers,
committee members . 2018
Full Circle

Develop the campaign plan including lead donor
solicitation, identification of foundation and
corporate funding sources, and timing of each
campaign phase

Full Circle, committee Sep - Oct

Provide training te campaign committee Fuil Circle Oct
Develop list of prospective donors to include City of Nashua staff,
giving capacity, interests, solicitation strategy, committee volunteers, | Oct - Nav

and solicitor. Full Circle

Develop packet of campaign materials including:
e Case for support

© Gift pyramid

e Naming opportunities/donor recognition

* Pledge form

e Architectural schematics

e® Project budget

e Campaign budget
e Campaign website

City of Nashua staff,

committee volunteers,

Full Circle

Oct - Nov

Convene campaign committee and meet bi-

Full Circle and

and pledge reminder letters In a timely manner,

: : : Nov 2018
weekly, in person, campaign committee
Campaign Committee commence solicitation visits | Campaign Committee Nov
Facilitate bi-weekly, in person meetings of the
campaign committee. Committee members to Full Circle, campaign Nov 2018 ~
take assignments, conduct visits, secure gifts and | committee Aug 2019
pledges.
Track assignments, pledges, gifts in, and next Full Circle Nov - Aug
steps in cultivation/solicitation process
Support staff and volunteers between meetings .
with regular phone and email contact Full Circle Nov - Aug
As needed write grants and proposais to support Full Circle Nov ~ Aug
the campaign
Track gifts and pledges in donor data base and/or
accounting software. Produce thank you letters | staff Ongoing

CLIENT ROLES

This proposal assumes that City staff will manage the following in the course of the proposed
projects:
® Working with Betsy, recruit a campaign committee of effective, connected volunteers
capable of making their own major gift to the campaign:
* Arrange space and food for all meetings;
* Manage gift intake, donor acknowledgement, and pledge tracking and reminders;

* Produce campaign contribution reports for the campaign committee; and,

« Provide campaign volunteers with donor and volunteer history of prospective campaign
donors.

PROPOSED COSTS AND TIMING
The total contract is September 15, 2018 to August 31, 2019 for a consultant cost of $48,000.

The total contract cost for services and campaign costs will be $48,000. Full Circle will invoice
in monthly installments throughout the contract period.

THE CITY OF NASHUA “The Cate City"

Financial Services

Purchasing Department

August 30, 2018
Memo #19-058

TO: MAYOR DONCHESS
FINANCE COMMITTEE
SUBJECT: 14 COURT STREET BUILDING RENOVATIONS — REPLACE EXTERIOR WALL OF

GLASS AND DOOR SYSTEM (VALUE: $18,890)
DEPARTMENT: 183 ECONOMIC DEVELOPMENT; FUND: BUILDING TRUST FUND

Please see attached communication from Tim Cummings, Director of Economic Development dated
August 14, 2018 for the information related to this purchase.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall be

purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.

The Director of Economic Development and the Purchasing Department recommend approval of this
purchase in an amount of $18,890 to Berkeley Building Company of Reading, MA.

ee

Te Ly ly ee
Dan‘Kgoken

Purchasing Manager

Ce: T Cummings J Graziano

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