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Finance Committee - 11/18/2020 Page 8

Steve Buxton, Assistant Fire Chief

Good evening. It’s Steve Buxton, Assistant Chief, Nashua Fire. How are you?
Mayor Donchess
Steve Buxton, Assistant Chief, yes?

Steve Buxton, Assistant Fire Chief

This is basically a partial order for protective clothing. This is the structural fire fighting gear that our members
wear when responding to incidents. It’s inline with what we’ve done in the past and we make multiple
purchases of this size annually. There will be another one of these come springtime when we go to hire our
new personnel. | can take any questions if anybody has any?

Mayor Donchess

Anybody have questions or comments for Assistant Chief Buxton. Alderman O’Brien?
Alderman O’Brien

Yeah, Chief | know the answer as you know, but to assist the public because it is like you say a reoccurring
event. But the life expectancy of this protective clothing, it does have a life expectancy and needs to be
replaced. And plus our firefighters are going to multiple incidents and they do need a couple of sets. And
every single incident you go to creates wear and tear. So there is contamination. So can you just give us a
background, how important it is that there is a life expectancy and why we are rotating this to keep the member
safe?

Steve Buxton, Assistant Fire Chief

Certainly, Steve Buxton, Nashua Fire. So basically industry standard requires us to replace interior structural
firefighting every 10 years. All of our members have 2 sets of protective clothing and the reason for that is
because when they come back from an incident we have to decon, clean their gear of carcinogens and debris
and other items as such that aren’t very good for us. We have a program in place that we’ve been adhering to
for several years now. The plan has been approved by the Board of Fire Commissioners and it keeps us so
we are replacing their primary set somewhere in the 6 to 8 year range so their second set is right on the cusp
of just outside that 10 year window. The reality of it is they are not in that second set that often unless they are
laundering their primary set.

For instance yesterday we had a multiple alarm fire down in the south end of the City. So 38 members of the
Fire Department went back to quarters after, utilized the extractor machines in the fire houses to clean their
protective clothing. Obviously, they need something to wear in responding to incidents while that’s being
laundered. So that secondary set of PPE is put in service at that point in time. Does that answer your
question, Alderman O’Brien?

Alderman O’Brien

Yes, it does. Thank you Chief.

Steve Buxton, Assistant Fire Chief

Thank you sir.

Finance Committee - 11/18/2020 Page 9

Mayor Donchess

Anybody else have questions or comments? Yes, Alderwoman Klee?
Alderman Klee

Thank you. | guess my question would be, you mentioned the 6 to 8 years. Do we track the usage of these or
do we just, you can do a visual and say it’s time. Because | know there probably are some firefighters that go
out more often than others, only because of the shift that they are on or something to that nature. | don’t mean
that one works harder than the other because that’s not the case. But it could even be one engine company.
So is there a way that you track this or is it just you do a visual and say, there’s a little wear and we need to
replace these?

Steve Buxton, Assistant Fire Chief

Steve Buxton, Nashua Fire. That’s a very good question, Alderwoman Klee. So we do have — some
companies are busier than others and some see increased fire activity than others. They wear their protective
clothing pretty much to every incident they go on. So the busier companies do see more wear on their
protective clothing than the slower companies. That being said, you know by luck of the draw, you could hit
multiple fires and wear through your protective clothing faster than somebody else on the Fire Department. We
do do visual inspections on an annual basis. They have a regular schedule where they are supposed to be
laundering and inspecting their PPE of their own will with their company officers. But there’s also an annual
program within the Department where we inspect and as the Deputy Chief, you can see him in the crowd there,
Deputy Kirk, he’s the guy in charge of ordering the protective clothing. So as he is analyzing his list of names
of who is up for replacement in that 6 to 8 year window, he’s also analyzing who potentially might be departing
us in the near future because they reached the end of their tenure so it’s not really worth buying them a new
set of PPE because they are still inside that 10 year window as well as who can probably get a couple extra
years out of their PPE versus who we will have to replace on the early side. So there are multiple factors that
are taken into account when we decide if we are actually purchasing somebody’s PPE.

Alderman Klee

Thank you very much. Mr. Mayor, I’d just like to make one quick comment if that’s OK?

Mayor Donchess

Yeah that’s fine.

Alderman Klee

Thank you. Yesterday’s fire, | had heard there was one firefighter that had been hit by something. | hope he’s
doing well and everybody else stayed safe. | know it was a very large fire yesterday so thank you for all that

you do.

Steve Buxton, Assistant Fire Chief

Thank you for that and he is doing very well at home resting with his family at this point in time and expected to
make a full recovery. Thank you for your thoughts.

Mayor Donchess

Anyone else with questions for Mr. Buxton? Madam Clerk, would please call the roll?

Finance Committee - 11/18/2020 Page 10
A viva voce roll call was taken which resulted as follows:

Yea: Alderman Klee, Alderwoman Lu, Alderman Harriott-Gathright,
Alderwoman Kelly, Alderman Laws, Alderman O’Brien, Mayor Donchess 7

Nay: 0
MOTION CARRIED
UNFINISHED BUSINESS - None

NEW BUSINESS — RESOLUTIONS

R-20-093
Endorsers: Mayor Jim Donchess
Alderman-at-Large Ben Clemons
Alderman Richard A. Dowd
Alderman Patricia Klee
Alderman Linda Harriott-Gathright
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Skip Cleaver
Alderman-at-Large Lori Wilshire
APPROVING THE GUARANTEED MAXIMUM PRICE AMENDMENT FOR THE PERFORMING ARTS
CENTER

MOTION BY ALDERMAN HARRIOTT-GATHRIGHT TO RECOMMEND FINAL PASSAGE, BY ROLL CALL.
ON THE QUESTION

Mayor Donchess

And that is Resolution 20-093. | believe Mr. Cummings is here on this item?

Tim Cummings, Director of Economic Development

Yes good evening Mayor.

Mayor Donchess

Could you please brief the Committee on the features of this Resolution?

Director Cummings

Certainly, again, Tim Cummings, Director of Economic Development for the City. And the Resolution before
you is the furtherance to a contract that was already approved by this body relative to the construction
management of the Performing Arts Center. We are now at a time where we have a guaranteed maximum
price which is $15,821,890.00. This number is actually pretty much spot on with what was previously
discussed. It is slightly higher by about $18,000.00 from the previous estimate that was done. The estimate
that was referenced during public comment in January of 20, that was a very early estimate, there have been
two or three estimates done subsequent to that one that was done in January.

The $15.8 represents hard construction numbers, hard bids that have been given. There was an approximate
overage of $800,000.00 that did come in when this was bid in August. What you see is a lot of value
engineering that was done over the last month or so which brought the figure down by some $780,000.00
which brings it back into line of the $15.821.

Finance Committee - 11/18/2020 Page 11

And it was done pretty much that wouldn't affect or feel anything in terms of the Performing Arts Center. There
were two items that | thought warranted discussion. One was the loss of the second elevator and the second
was some material that will be used on the outside of the building.

But | wanted to make sure the Steering Committee was well aware of, so we had that discussion to understand
those were some of the trade-offs necessary to keep this project on track. It is completely designed, there’s no
need for a design contingency any further. The total project is $25 million. This is just hard construction
figures. There’s two contingencies it should be noted with this project. There’s one for our construction
contingency, there’s also an additional owner’s contingency on this project. And there’s also some escalation
built in as well, approximately $200,000.00/$250,000.00 in escalation.

Why do | mention all of this? Because we put this out to bid in August, we put this out to bid while we were in
the middle of trying to understand whether we were going to achieve the New Market Tax Credit. We knew
that closing of the New Market Tax Credit was going to take some time so we need the prices to be held. And
we have the prices being held until December 30". There’s been a lot of moving parts over the last few weeks
to try to bring this to the point that it’s at now. We thought it was prudent to get a number locked in, and then if
we needed to we could do a change order and take some from Owner's Contingency or Escalation if
necessary, but that’s proven not to be the case as all the bidders so far have indicated that they are going to
be holding their prices until we can get them under contract, which, if we close on December 15", we'd be
looking to put them under contract sometime right after that closing.

So, | need this to be approved this evening so we can move this on and show it as part of the project for the
New Market Tax Credit deal as it is part of the paperwork for that transaction. That’s all | have at this time,
Mayor. Thank you.

Mayor Donchess

Alright, any members of the Committee have any questions or comments for Mr. Cummings? Alderwoman
Lu?

Alderwoman Lu

Yes, | do. Thank you, Mr. Chairman. Through you to Director Cummings, one small question | have is the
escalation or escalator. I’m not familiar with that term. Could you just tell me what you mean by that?

Director Cummings

It is a built-in figure so if the prices do change for any reason, materials go up, labor costs go up, it’s a
guaranteed maximum price. So the construction manager, particularly wnen you have a long window before
you get authorization to proceed, they will build in an escalator to ensure that there’s enough money available.
That, you know, whether you put it in contingency or you have it as an escalator, Harvey has both built into the
contract.

Alderwoman Lu
And how are they different, an escalator?

Director Cummings

It’s just separate categories. | mean I’m sure there’s a more specific, more detailed answer in terms of
construction contingency as opposed to an escalator. | mean the escalator is there if need be, if you want to
draw upon it because a number goes. It’s very similar to construction contingency.

13.

14.

15.

16.

any negligent act, omission, or fault or willful misconduct, whether active or passive, of
Professional Engineer or of anyone acting under its direction or control or on its behalf in
connection with or incidental to the performance of this contract. Professional Engineer’s
indemnity and hold harmless obligations, or portions thereof, shall not apply to liability
caused by the sole negligence or willful misconduct of the party indemnified or held
harmless.

FISCAL CONTINGENCY All payments under this contract are contingent upon the
availability to the City of Nashua of the necessary funds. This contract shall terminate and
the City of Nashua's obligations under it shall be extinguished at the end of any fiscal year
in which the City of Nashua 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 Professional Engineer with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this
contract that are not paid to Professional Engineer shall automatically revert to the City of
Nashua’s discretionary control upon the completion, termination, or cancellation of the
agreement. The City of Nashua shall not have any obligation to re-award or to provide, in
any manner, the unexpended funds to Professional Engineer. Professional Engineer shall
have no claim of any sort to the unexpended funds.

COMPENSATION Review by the City of Nashua of Professional Engineer's submitted
monthly invoice forms and progress reports for payment will be promptly accomplished
by the City of Nashua. If there is insufficient information, the City of Nashua may require
Professional Engineer to submit additional information. Unless the City of Nashua, in its
sole discretion, decides otherwise, the City of Nashua shall pay Professional Engineer in
full within 30 days of approval of the submitted monthly invoice forms and progress
reports.

COMPLIANCE WITH APPLICABLE LAWS Professional Engineer, 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. Professional Engineer 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 of Nashua
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.

NONDISCRIMINATION If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Professional Engineer agrees to the following
terms. Professional Engineer 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. Professional Engineer 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,

GC 8 of 13

Finance Committee - 11/18/2020 Page 12
Alderwoman Lu

Just a follow up. So !’m still not clear but that escalator, it's something that is in the figure but if it’s not spent it
reverts to the City? Is that also true of the contingency?

Director Cummings

Well in a traditional project what you are saying is true, yes contingency would revert back to the City. In this
particular project it is going to revert to the owner of the project which is not technically the City because of the
New Market Tax Credit deal. In theory, what you are saying yes.

Alderwoman Lu

Ok and that does help me understand the difference between the escalator and the contingency. One other
question if | could?

Mayor Donchess
Go ahead.

Alderwoman Lu

Do you have any response to Ms. Colquhoun’s question about the cost of the exclusions from the guaranteed
maximum? | had spoken with her; she addressed her concern to me and | didn’t have an answer for her.
There are quite a few exclusions and | know you provided me with 12 items that have been priced out. But are
there other items that do need to be priced out?

Director Cummings

| am not understanding the question. There are some exclusions that are being carried elsewhere in the
budget like FF&E, like specialty equipment. And then there are some exclusions, just to make clear, that the
project isn’t going to actually take on those costs unless there’s a change order requested. So it really is
specific as to which ones you are mentioning.

Mayor Donchess

Just for clarification sake, what is FF&E?

Director Cummings

Furniture, fixtures and equipment. This budget here that we are discussing is a subset of the total project
costs. We are only discussing hard construction at $15.8. Some of the exclusionary items, and this is a
unique project in that we have a lot of FF&E and Specialty Equipment or Technical Equipment that could be
considered hard construction or in this case, we segregated it separately as part of the soft costs. It still will all
be coordinated through Harvey for the project purposes but it will be purchased separately. We have all those
projects, we have all the equipment confirmed prices and they are holding their prices until December 30".
That’s above and beyond the $15.8 though; it’s something like $2.3/$2.4.

Alderwoman Lu

Ok thank you. Maybe I'll get back to you with some of these specific questions, there were quite a few but I'll
get back to you. Thank you.

Finance Committee - 11/18/2020 Page 13

Mayor Donchess

Alright, anybody else with questions or comments? | don’t see anyone. Alright Madam Clerk, would you
please call the roll?

A viva voce roll call was taken which resulted as follows:

Yea: Alderman Klee, Alderwoman Lu, Alderman Harriott-Gathright,
Alderwoman Kelly, Alderman Laws, Alderman O’Brien, Mayor Donchess 7

Nay: 0
MOTION CARRIED

NEW BUSINESS — ORDINANCES - None

RECORD OF EXPENDITURES
MOTION BY ALDERMAN HARRIOTT-GATHRIGHTTHAT THE FINANCE COMMITTEE HAS COMPLIED

WITH THE CITY CHARTER AND ORDINANCES PERTAINING TO THE RECORD OF EXPENDITURES
FOR THE PERIOD FROM OCTOBER 30, 2020 TO NOVEMBER 12, 2020, BY ROLL CALL

A viva voce roll call was taken which resulted as follows:

Yea: Alderman Klee, Alderwoman Lu, Alderman Harriott-Gathright, Alderwoman Kelly,
Alderman Laws, Alderman O’Brien, Mayor Donchess 7

Nay: 0
MOTION CARRIED

GENERAL DISCUSSION - None

PUBLIC COMMENT

Mayor Donchess

Please proceed, Mr. Teeboom.

Fred Teeboom Yes the point about the contingency...

Mayor Donchess

Maybe you should, sorry, maybe you should give your name and address, we know who you are but just for
the record, yourname and address?

Fred Teeboom That’s fine, Fred Teeboom, | reside at 24 Cheyenne. In answer to the exclusion question this
is a complicated project because you’re tearing down the old building, the Alec Shoe Store. You are attaching
it to and combined with the building behind it which is a 4 story, | think, apartment building and making it into a
theater which has lots of complications. They have all the Specialty Equipment, all the staging, all the
audio/visual stuff, a lot of furniture, a lot of seating. It’s a multiple purpose venture. So you don't price that out
in the construction you price it out in contingency because there can be a lot of change orders on this job, a lot
of change orders. | think if it would go over $20,000.00/$30,000.00 it goes before the Finance Committee, I’m
not sure what the number is anymore.

Finance Committee - 11/18/2020 Page 14

Mayor Donchess
It’s $25.

Fred Teeboom $25,000.00 if any change order comes back to this Committee, you are going to have a lot of
change orders on this job. Plus you got all the contingency. You got $1 million dollar, | think Tim mentioned it
but the estimate that | have that goes back to January, I’m not been part of the later estimates. There was an
oldest contingency, there is an oldest contingency of $1 million dollars. That’s a lot of contingency on a $25
million dollar job. On top of that and | have argued this, there’s an endowment fund valued at $1.2 million
dollars. You don’t need a $1.2 million dollar budget endowment fund because the operator spent the
management's the operator manages, operates for $1.00 a year. So the $1.2 million dollars could also serve
as a back up in case you need it. That’s up to the Steering Committee and | presume that comes back before
the Finance Committee. So that’s $2 million dollars of potential contingency. Perhaps the manager, aside from
the escalation has a $800,000.00 contingency in case he has problems. Now does that money come back to
the owner? | don’t think so, in the guaranteed maximum price, unless you negotiate in terms of savings you’ve
got a $15.8 million construction job. Let’s say things are fantastic and it comes in $14 million. Like the Broad
Street Parkway came in low budget at the time because the costs were down. The construction manager
keeps the money unless there is a sharing provision in the contract. I’m not aware if there was ever arranged a
sharing - if not you may want to address that like there’s a savings of $1 million dollars, the contractor could
say the owner gets half of that, half a million and the project manager gets half a million. So these are all, none
of this stuff is fixed; these are all negotiated items. Just like every change order is going to be negotiated.

| should also say that the fee is quite reasonable, | think that the focus and fee on this job the 8% focus and fee
is a reasonable fee. And a final point is the guaranteed maximum price, why would the contractor do a
guaranteed maximum price, | mean why not just cost plus fee. Most military contract people complain about
an all cost plus fee, the more you spend the more you get in fees. That’s the whole point about a guaranteed
maximum price; you put a maximum fee on this thing, you cannot go over that price unless really, you know
through change orders, they all have negotiated. And my final point is, you’ve got a $25 million dollar project,
you’ve got about a $16 million dollar construction job, you have got $9 million dollars left over for everything
else. This project should never go over $25 million; if this goes over $25 million Mayor, somebody ought to get
shot. Thank you.

Mayor Donchess

Alright, thank you Mr. Teeboom.

Director Cummings

Mr. Mayor, I’m sorry, but there are a couple things | do think | should correct.

Mayor Donchess

You are breaking up a little. Tim, are you still on here? You were breaking up?

Director Cummings

I’m sorry, Mayor. Can you hear me now?

Mayor Donchess

| think we can hear you now, yeah.

Finance Committee - 11/18/2020 Page 15

Director Cummings

| was just saying there’s a couple items | would just like to correct for the record. The previous speaker was
correct on a lot of what he said. But! want to make sure things are clear on a couple things if | may?

Mayor Donchess
Are you speaking?
Director Cummings

Can you hear me?

Mayor Donchess

On and off. The screen says that your network bandwidth is low.

Director Cummings

Can you hear me now?
Mayor Donchess

Yes.

Alderman Klee

Director Cummings, maybe you can shut your video off, that might help, sometimes that helps with the
bandwidth.

Director Cummings

Thank you. How about that, is that better now?

Mayor Donchess

It seems to have helped. We have a technical person on the Committee, thank God.

Director Cummings

Thank you, Mayor. So just a couple points for clarification, the previous speaker was correct in a lot of what he
said. There are just a couple elements | think just deserve just a further flushing out and | don’t want to
belabor this point or extend the evening any longer than necessary. But standard protocol in the construction
contracts for the City of Nashua is to typically have that split or reverter on the owner contingencies for building
projects and the construction contingencies. So that is in there, | think Alderman Dowd could speak to that in
more detail if need be in terms of how school building projects are handled. Is everyone hearing me?

Mayor Donchess

Yes.

Finance Committee - 11/18/2020 Page 16

Director Cummings

But then relative to the actual owner of the project and again, this is because of how the New Market Tax
Credit is structured. The City of Nashua is not going to be the owner/developer of the project, it’s being
transferred and assigned. So this is something we will get into more detail on the 24", but | do want to make
sure that is clear to folks. There is robust owner’s contingency, as the previous speaker pointed out, there was
an endowment, that endowment basically rolled down into owner's contingency, so we are carrying about a
$1.8 owner’s contingency now. That’s on top of the $600 ish that is being held by Harvey that’s the
construction contingency that | was referring to. So | just wanted to make those points clear and | think that the
conversation on the 24" will be really helpful because we will get into more granular detail about how we are
structing this deal to proceed. But at the end of the day, the $25 million should be more than sufficient to cover
the cost for this project, | agree. Thank you.

Mayor Donchess

Alright, thank you very much.
Alderman Dowd
Mayor?

Mayor Donchess

Yes.
Alderman Dowd

Just a couple other things. The exceptions that they were talking about, those are usually unknown unknowns,
in this case probably unknowns known; a company being knowledgeable of things that could happen. They
put those in there to make sure that it’s Known that it’s not being covered under the guaranteed maximum
price. If they encounter those things, it would have to be covered by a change order. A change order would
have to be approved through the process. Also, the contingency amounts are, as you go along in the project,
when they realize that they are not going to spend the entire contingency that are in design or construction,
that money comes back to the project, in my case, to the City; in this case to the owner. So they don’t get to
keep it.

The other thing is there may be a lot of change orders, but right now we are experiencing a few change orders
in the School System in the three Middle Schools, but we’ve had as many positive change orders, in other
words, money coming back to us as we have in money going out. Some of the change orders that we have
experienced are things that we are doing because of COVID-19 to help the students with air circulation and
other things. But you will get positive change orders that have money that reverts from the guaranteed
maximum price. Again, the guaranteed maximum price doesn’t change upwards unless there’s a change order
that drives it that way and it would have to be approved by whoever has authority to approve change orders.

In the School Projects it is the Joint Special School Building Committee, if it’s over $50,000.00. So just wanted
to clarify that or help clarify it for anybody listening. Thanks.

Mayor Donchess

Thank you, Alderman Dowd.