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CONTRACT FOR PROFESSIONAL SERVICES

MVR, TAX, ASSESSING, CITY CLERK BUILDING MODIFICATIONS
DUE TO COVID 19 PANDEMIC

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, CITY HALL, NASHUA, NH 03060
AND

DENNIS MIRES,PA.
and its successors, transferees and assignees (together “Professional Architect”)
PROFESSIONAL ARCHITECT

697 UNION STREET
MANCHESTER, NH 03104
ADDRESS OF ARCHITECT

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time
to time requires the services of a Professional Architect ; and

WHEREAS, it is deemed that the services of a Professional Architect herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Professional Architect 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 Services, Contract Time, Fee Schedule

The Contract represents the entire and integrated agreement between the parties and supersedes prior
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.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the written
change order or the fully executed City of Nashua Purchase Order shall control over the terms of the
Proposal. ¢

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Professional Architect shall
furnish all services, equipment, and materials and shall perform all operations necessary and

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required to carry out and perform in accordance with the terms and conditions of the contract the work
described.

3. PERIOD OF PERFORMANCE. Professional Architect shall perform and complete all work within the
time periods set forth and 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. Professional Architect shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City
of Nashua.

which, unless otherwise provided in this contract, shall be paid in accordance with the provisions of
Exhibit B or unless Professional Architect has received a written exemption from the City of Nashua.
Professional Architect shall submit monthly requests for payment for services performed under this
agreement shall be submitted as follows:

Me Electronically via email to VendorAPInvoices(@NashuaNH. gov

OR
Zi Paper Copies via US Maii to:
City of Nashua, City Hall
Accounts Payable
229 Main Street
Nashua, NH 03060

Please do not submit inveices beth electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua requires
that all submitted 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, Professional Architect 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, upcomimg 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 of Nashua will pay for work satisfactorily completed by Professional Architect. The City of
Nashua will pay Professional Architect within 39 days of approval by the City of Nashua of the submitted
invoice forms and progress reports. The City of Nashua 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:

CIPY OF NASHUA
REPRESENTATIVE:

Kim Kleiner
Director of Administrative Services

John Griffin
Chief Financial Officer

229 Main Street
Nashua, NH 03062

REPRESENTATIVE:

Dennis B. Mires,
AIA, President.

697 Union Street
Manchester, NH 03104

Any notice required or permitted under this contract, ifsent 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 of Nashua or Professional Architect 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.

(signature)

James Danchess, Mayor
Mayor
City of Nashua

Date:

(signature)
Dennis B. Mires, ATA President
CDM Smith le.

Date:

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d. to the extent that Sapphire Digital creates, receives, maintains or transmits Electronic Protected
Health Information as that term is defined by the Security Rule, on behalf of Covered Entity to
report to Covered Entity any Security Incident of which Sapphire Digital becomes aware to the
extent such incidents represent successful unauthorized access, use, disclosure, modification, or
destruction of Unsecured Electronic Protected Health Information of Covered Entity; and

e. to require all of Sapphire Digital’s subcontractors and agents utilized in providing the Services
which Use and/or Disclose the PHI, to agree, in writing, to adhere to equivalent restrictions and
conditions on the Use and/or Disclosure of the PHI that apply to Sapphire Digital pursuant to this
Addendum.

. Safeguards. Sapphire Digital shall employ appropriate administrative, technical and physical

safeguards, consistent with the size and complexity of Sapphire Digital’s operations, to protect the
confidentiality of PHI and to prevent the use or disclosure of PHI in any manner inconsistent with the
terms of this Addendum, including meeting the requirements of 45 C.F.R. §§ 164.308, 164.310,
164.312, 164.314, and 164.316, which includes Sapphire Digital’s obligation to have written policies
and procedures in place to document its administrative, technical and physical safeguards.

Access Requests. Sapphire Digital shall process Covered Entity’s requests to access records in the
Designated Record Set and identified by Covered Entity so that Covered Entity can comply with 45
C.F.R. § 164.524.

Amendment Requests. Sapphire Digital shall process Covered Entity’s requests for amendment of the
PHI in Sapphire Digital’s possession, solely upon Covered Entity’s request and in a manner that allows
Covered Entity to comply with 45 C.F.R. § 164.526 and in a manner that is consistent with the manner
in which Covered Entity is amending the PHI in Covered Entity’s possession.

Accounting of Disclosures. The Parties agree that Sapphire Digital shall track and keep a record of all
Disclosures of PHI, and that Sapphire Digital shall provide to Covered Entity the information necessary
for Covered Entity to provide an accounting of Disclosures, in a manner compliant with 45 C.F.R.
§164.528, to individuals who request an accounting. In each case to the extent feasible, Sapphire
Digital shall provide at least the following information with respect to each such Disclosure: (a) the
date of the Disclosure; (b) the name of the entity or person who received the PHI; (c) a brief description
of the PHI disclosed; (d) a brief statement of the purpose of such Disclosure which includes an
explanation of the basis for such Disclosure. In the event that Sapphire Digital receives a request for
an accounting directly from an individual, Sapphire Digital shall forward such request to Covered
Entity in writing.

De-Identification. Sapphire Digital may de-identify PHI for lawful purposes, so long as such de-
identification conforms to the requirements of 45 C.F.R. § 164.514, as may be amended from time to
time and may use the PHI to provide data aggregation services relating to Covered Entity’s health care
operations.

Meet Covered Entity Obligations where Appropriate. If Sapphire Digital will perform a service for
Covered Entity that is an obligation of Covered Entity under the Privacy Rule, to meet the applicable
requirements in the performance of that service;

Requests from Secretary of Health and Human Services. If Sapphire Digital receives a request, made
by or on behalf of the Secretary of the United States Department of Health and Human Services (the
“Secretary”), requiring Sapphire Digital to make its internal practices, books, and records relating to
the Use and Disclosure of the PHI created or received by Sapphire Digital on behalf of Covered Entity

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EXHIBIT A TABLE OF

CONTENTS GENERAL
CONDITIONS
DEFINITIONS
PROFESSIONAL ARCHITECT STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA 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

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY 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
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT
CHOICE OF LAW AND VENUE

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2.

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Professional Architect”, and its
successors, transferees and assignees (together “Professional Architect”) includes any of the
Professional Architect's consultants, sub consultants, contractors, and subcontractors

PROFESSIONAL ARCHITECT STATUwS The parties agree that Professional Architect shall have the
status of and shall perform all work under this contract as a Professional Architect, maintaining
control over all its consultants, sub consultants, contractors, or subcontractors. The only contractual
relationship created by this contract is between the City of Nashua and Professional Architect, and
nothing in this contract shall create any contractual relationship between the City of Nashua and
Professional Architect's consultants, sub consultants, contractors, or subcontractors. The
parties also agree that Professional Architect is not a City of Nashua employee and that there
shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of
the City of Nashua;

(4) Participation or contributions by either the Professional Architect or the City of
Nashua to the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Professional Architect shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Professional Architect 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 Professional Architect 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 of Nashua may have,
Professional Architect 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 Professional Architect's failure to perform in accordance with this
standard of care. Any approval by the City of Nashua of any products or services furnished or used
by Professional Architect shall not in any way relieve Professional Architect of the responsibility
for professional and technical accuracy and adequacy ofits work. City of Nashua review, approval,
or acceptance of, or payment for any of Professional Architect's work under this contract shall not
operate as a waiver of any of the City of Nashua's rights or causes of action under this contract,
and Professional Architect shall be and remain liable in accordance with the terms of the contract
and applicable law.

Professional Architect shall furnish competent and skilled personnel to perform the work under
this contract. The City of Nashua reserves the right to approve key personnel assigned by
Professional Architect to perform work under this contract. Approved key personnel shall not be
taken off of the project by Professional Architect without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Architect shall, if requested
to do so by the City of Nashua, remove from the job any personnel whom the City of Nashua
determines to be incompetent, dishonest, or uncooperative,

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4, City OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. if designated, all notices, project materials, requests by
Professional Architect, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

5. CHANGES TO SCOPE OF WORK The City of Nashua 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 Professional Architect's
performance under the contract. Professional Architect shall provide to the City of Nashua within
i0 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 of Nashua to be able to adequately analyze the proposal. The City of Nashua will
then determine in writing if Professional Architect should proceed with any or all of the
proposed change. If the change causes an increase or a decrease in Professional Architect'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 Professional Architect for
adjustment under this clause shall be asserted in writing within 30 days of the date the City of
Nashua notified Professional Architect of the change.

When Professional Architect secks changes, Professional Architect shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the
City of Nashua 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 of Nashua
to be able to adequately analyze the proposal. The City of Nashua will then determine in writing
if Professional Architect should proceed with any or all of the proposed change.

Except as provided in this paragraph, Professional Architect shall implement no change unless the
City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, in its sole discretion, determines that time is
critical or public health and safety are of concern. Any verbal approval shall be confirmed in writing
as soon as practicable. Any change undertaken without prior City of Nashua approval shall not
be compensated and is, at the City of Nashua's election, sufficient reason for contract termination.

6. CITY OF NASHUA COOPERATION — The City of Nashua agrees that its personnel will cooperate
with Professional Architect in the performance of its work under this contract and that such
personnel will be available to Professional Architect for consultation at reasonable times and after
being given sufficient advance notice that will prevent conflict with their other responsibilities.
The City of Nashua also agrees to provide Professional Architect with access to City of Nashua
records in a reasonable time and manner and to schedule items that require action by the Finance
Committee in a timely manner. The City of Nashua and Professional Architect also agree to attend
all meetings called by the City of Nashua or Professional Architect to discuss the work under the
Contract, and that Professional Architect may elect to conduct and record such meetings and shall
later distribute prepared minutes of the meeting to the City of Nashua.

7. THSCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Architect warrants that it has examined all contract documents, has brought all
conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing,
and has concluded that the City of Nashua's resolution of each matter is satisfactory to
Professional Architect. All future questions Professional Architect may have concerning
interpretation or clarification of this contract shall be submitted in writing to the City of Nashua
within 10 calendar days of their arising. The writing shall state clearly and in full detail the basis
for Professional Architect's question or position. The City of Nashua representative shall render a

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decision within 15 calendar days. The City of Nashua's decision on the matter is final. Any work
affected by a conflict, error, omission, or discrepancy which has been performed by Professional
Architect prior to having received the City of Nashua's resolution shall be at Professional Architect's
risk and expense. At all times, Professional Architect shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or
determination of the City of Nashua. Professional Architect is responsible for requesting
clarification or interpretation and is solely liable for any cost or expense arising from its failure to
do so.

TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and
contract at will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Professional Architect 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a
termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Professional Architect
shall:

Immediately discontinue work on the date and to the extent specified in the notice.

Place no further orders or subcontracts for materials, services, or facilities, other than as

may be necessary or required for completion of such portion of work under the contract

that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts to the extent they relate
to the performance of work terminated, abandoned, or suspended under the notice,
assign to the City of Nashua any orders or subcontracts specified in the notice, and
revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a

written notice from the City of Nashua to resume performance.

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In the event of a termination, abandonment, or suspension at will, Professional Architect shall
receive all amounts due and not previously paid to Professional Architect for work satisfactorily
completed in accordance with the contract prior to the date of the notice and compensation for work
thereafter completed as specified in the notice. No amount shall be allowed or paid for anticipated
profit on unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Professional Architect in the event of a failure by Professional
Architect to adhere to any or all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City of Nashua, to complete or make sufficient progress
on the work in a timely and professional manner. Professional Architect shall be given an
opportunity for consultation with the City of Nashua prior to the effective date of the termination.
Professional Architect may terminate the contract on 10 calendar days written notice if, through
no fault of Professional Architect, the City of Nashua fails to pay Professional Architect for 45
days after the date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Professional Architect shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Provide the City of Nashua with a list of all unperformed services.

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3. Place no further orders or sub-contracts for materials, services, or facilities, other than
as may be necessary or required for completion of such portion of work under the contract
that is not terminated.

4. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or sub contracts to the extent they relate
to the performance of work terminated, abandoned, or suspended under the notice,
assign to the City of Nashua any orders or sub contracts specified in the notice, and
revoke agreements specified in the notice.

5. Not resume work after the effective date of a notice of termination unless and until receipt
of a written notice from the City of Nashua to resume performance.

In the event of a termination for cause, Professional Architect shall receive all amounts due and
not previously paid to Professional Architect for work satisfactorily completed in accordance with
the contract prior to the date of the notice, less all previous payments. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work. Any
such payment may be adjusted to the extent of any additional costs occasioned to the City of Nashua
by reasons of Professional Architect's failure. Professional Architect shall not be relieved of
liability to the City of Nashua for damages sustained from the failure, and the City of Nashua may
withhold any payment to the Professional Architect until such time as the exact amount of damages
due to the City of Nashua is determined. All claims for payment by the Professional Architect
must be submitted to the City of Nashua within 30 days of the effective date of the notice of
termination.

If after termination for the failure of Professional Architect to adhere to any of the terms and
conditions of the contract or for failure to satisfactorily, m the sole opinion of the City of Nashua,
to complete or make sufficient progress on the work in a timely and professional manner, it is
determined that Professional Architect had not so failed, the termination shall be deemed to have
been a termination at will, In that event, the City of Nashua shall, if necessary, make an adjustment
in the compensation paid to Professional Architect such that Professional Architect receives total
compensation in the same amount as it would have received in the event of a termination-at-will.

C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City of
Nashua may take over the work and prosecute it to completion by agreement with another party
or otherwise. In the event Professional Architect shall cease conducting business, the City of Nashua
shall have the right to solicit applications for employment from any employee of the Professional
Architect assigned to the performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or

future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Professional Architect's principals, officers, employees, agents,

subcontractors, consultants, vendors, or suppliers are expressly recognized to be within

Professional Architect's control.

DISPUTE RESOLUTION The parties shall attempt to resolve any dispute related to this contract
as follows. Either party shall provide to the other party, in writing and with full documentation to
verify and substantiate its decision, its stated position concerning the dispute. No dispute shali be
considered submitted and no dispute shall be valid under this provision unless and until the
submitting party has delivered the written statement of its position and full documentation to the
other party, The parties shall then attempt to resolve the dispute through good faith efforts and
negotiation between the City of Nashua Representative and a Professtonal Architect Representative.
At all times, Professional Architect shall carry on the work under this contract and maintain and
complete work in accordance with the requirements of the contract or determination or direction of
the City of Nashua. If the parties are unable to resolve their dispute

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11.

as described above within 30 days, the parties may request that the dispute be submitted to the
Finance committee for resolution. If the parties are dissatisfied with the decision of the Finance
committee, the parties’ reserve the right to pursue any available legal and/or equitable remedies for
any breaches of this contract except as that right may be limited by the terms of this contract.

NO DAMAGES FOR DELAY Apart from a written extension of time, no payment, compensation,
or adjustment of any kind shall be made to Professional Architect for damages because of
hindrances or delays in the progress of the work from any cause, and Professional Architect
agrees to accept in full satisfaction of such hindrances and delays any extension of time that the
City of Nashua may provide.

INSURANCE Professional Architect shall carry and maintain in effect during the performance of
services under this contract:

Z' General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000

ageregate;
Z' $1,000, 000 Combined Single Limit t Automobile raphy:

@ $1,000 000 Professional Liability:
Zand Workers’ Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

Professional Architect shall maintain in effect at all times during the performance under this contract
all specified insurance coverage with insurers. None of the requirements as to types and Hmits to
be maintained by Professional Architect are intended to and shall not in any manner limit or qualify
the liabilities and obligations assumed by Professional Architect under this contract. The
City of Nashua shall not maintain any insurance on behalf of Professional Architect.
Subcontractors are subject to the same insurance requirements as Professional Architect and it shall
be the Professional Architect’s responsibility to ensure compliance of this requirement.

Professional Architect will provide the City of Nashua with certificates of insurance for coverage
as listed below and endorsements affecting coverage required by the contract within ten calendar
days after the City of Nashua issues the notice of award. The City of Nashua requires thirty days
written notice of cancellation or material change in coverage. The certificates and endorsements
for each insurance policy must be signed by a person authorized by the i insurer and who is
licensed by the State of New Hampshire, elie ¢

insurance. | Professional ‘Architect is "responsible for filing band certificates of insurance with
the City of Nashua's Risk Management Department during the life of the contract.

WZ All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

“if ageregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Professional Architect must maintain umbrella liability insurance of at
least $1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

“The specified insurance requirements do not relieve Professional Architect of its
responsibilities or limit the amount of its Hability to the City of Nashua or other
persons, and Professional Architect is encouraged to purchase such additional
insurance, as it deems necessary.

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