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Steven A. Bolton
Corporation Counsel
BoltonSt@nashuanh.gov

229 Main Street
P.O. Box 2019
Nashua, NH 03061-2019

Dorothy Clarke
Deputy Corporation Counsel
ClarkeD@enashuanh.gov

TE: (603) 589-3256
F: (603) 589-3259

Legal@nashuani.gov

Celia K. Leonard CITY OF NASHUA

rae tanaka OFFICE OF CORPORATION

- Stuart COUNSEL
MEMORANDUM

TO: Mayor Donchess
Finance Committee

FROM: — Office of Corporation Counsel on behalf of Assessing Department
DATE: — March 18, 2020

RE: Professional Services Contract with Property Valuation Advisers for Real Estate
Appraisal

Attached is a contract between the City and Stephen Traub, Property Valuation Advisors,

for consultation and appraisal services for various tax abatement appeals.

Property“ Valuation Advisors

63 Hil St. Newburyport, MA 01950
Phone 978-462-4347

- E-mail sttaub@shore.net

1/28/2020
Celia K. Leonard
Nashua Assistant Corporation Counsel
Nashua. NH City Hall
(Sent by PDF e-mail attachment to Leonardc@nashuanh.gov)

Ms. Leonard:

Re: Appraisal of a package of eleven warchouse/industrial parcels in Nashua with a
valuation date of 4/1/2018 as follows:

2018
Acct.#: 0 Map = Property Address: Ownership: Praperty Type: SF Assessment:
4 42,146 6-480 26 Airport RD Law Realty Co Inc Com. Warehouse 17,832 5 98,390
2 42,145 G-48i 4? Airport RD Law Realty Ca. Ine, Caml. Warehouse 10,103 5 645,190
3 42,164 = G-482 18 Airport RD Lave Realty Co. Inc. Com! Warehouse 10.870 5 677,400
4 15,816 G4 27 Airpcet RD Law Realty Co. Inc. Coml, Warehouse 475.934 S$ 5,901,500
5 19818 Gad 30 Airpost RD Law Realty Co. Inc. Com. Warchouse 433,822 5 5,249,700
6 16074 G77 +5 Charron ST Law Reatry Co Ing. Com. Warehouse 75,468 5 = 2,968,600
7 28,980 G-89 4? Tanguay Ave, Law Realty Co. Inc. Factory 46,278 S$ 2,485,700
B 40,230 G-452 48 Tanguay Ave. Law Realty Co. Inc. tndustrial/Warehouse 3,441 § 620,600
S 27,528 £-125 375 W. Hollis ST Law Realty Co Inc Factory/Warehouse 93,206 § 4,077,200
16° 33.062 H-173 3 Capitot ST State Streat Realty Inc Factery/Warehouie $2,915 3 2,624,200
VA 37.974 H-174 14 4 Capitol ST State Street Realty Inc industrial Bldg. {Bldg Only} i00,0c0 $ 3,111,500
318 33,060 H-174-4 4 Capitol ST State Street Realty Inc. Coml, Land [Land Gnly} 5 1,607,500

Based on the nature and necessary scope of the assignments and the purposes for which
they will be used (potential litigation). | suggest narrative appraisals in appraisal report
formats conforming to USPAP Standards | and 2. My estimate to complete these
appraisals and appraisal reports (delivered by transmissible and reproducible PDFs of
each property) is:

If all eleven properties above are ordered and completed as a package, the total! cost
would be $35,006. Once the reports are completed. any subsequent consulting or expert
testimony, etc., would be at $150 per hour plus expenses. As a timeframe, | estimate
completion of the final reports a week before May 31" or sooner.

Lastly, as required by USPAP, | must notify you. a potential client. that 1 have not
appraised any of these properties in the past three years for the City, nor provided

valuation services (or any services) in the past three years on these properties.

Sincerely,

Stephen Traub. ASA NHCG-350

City of Nashua
Professional Services Contract
Real Estate Appraisal

This Contract is made as of April _, 2020, by and between the City of Nashua, a New
Hampshire municipal corporation, 229 Main Street, Nashua NH 03061 (“City”) and Stephen
Traub, ASA, NHCG-350, Property Valuation Advisors, 63 Hill Street, Newburyport, MA
01950 (“Appraiser”). Each of the City and the Appraiser are a “Party” and collectively, the
“Parties.”

WHEREAS, the City has need of an independent real estate appraiser to render consultation and
reports in various tax abatement appeals filed in New Hampshire Superior Court for tax year
2018 and to provide, if required, expert support for settlements and mediations and expert
testimony in those appeals (collectively, the “Matter”); and

WHEREAS, the Appraiser represents that he is qualified to render such services for the City.

NOW THEREFORE, in consideration of the mutual promises set forth in in this Agreement and
for other good and valuable consideration, the Parties hereby agree to the following:

1. PROPERTY IDENTIFICATION (each and collectively a “Property”)

Acct. Map Property Ownership Property Type SF 2018

#: Address Assessment
1. 42,146 | G-480 16 Airport RD Law Realty Co. ine. Coml. Warehouse 17,832 $898,300
3, 432,345 | G-481 17 Airport RD Law Realty Co. Inc. Coml. Warchouse 10,101 $645,100
3. 42444 | G-482 18 Airport RD Law Realty Co. Ine, Coml, Warehouse 10,870 $677,400
4, 19.816 G-4 27 Airpart RD Law Realty Co. Ine, Coml. Warchouse 125,834 | $5,901,500
5. 19,858 G-34 30 Airport RD Law Realty Co. Inc, Coml. Warehouse 133,182 | $5,249,700
6. 16.074 G-77 15 Charron ST Law Realty Co. Inc. =| Coml. Warehouse 75,468 $2,968,600
7. 28,980 G-89 17 Tanguay AVE Law Realty Co. Inc. | Factory 45,278 $2,485,200
8. 40,23 G-452 18 Tanguay AVE Law Realty Co. Inc. Industrial/Warchouse 9.441 $620,600
9, 27,528 E-125 375 W, Hollis ST Law Realty Co. Inc. Factory’ Warehouse 93,200 $4,077,200
10, 33.062 | H-173 3 Capitol ST State Sireet Realty Factory/Warchouse 52,915 $2,621,200
llA 37,974 | H-174L4 4 Capitol ST State Street Realry Ind. Bldg (Bidg only} 100,000 | 33.1 £1,500
118 33,060 | H-174-4 4 Capitol ST State Street Realty Com. Land (land only $1,607,500

2. INTEREST VALUED & TYPE OF VALUE
Fee simple. Market value.
3. INTENDED USE

To assist City and trier of fact, the Hillsborough County Superior Court, if required, in
determining market value for purposes of tax abatement appeals.

4. DATE OF VALUE
As of April 1, 2018
5. CONTRACT TERM.

The term of this Contract will commence as of the date of this contract and continue until such
time as Appraiser’s services in the Matter are no longer required.

6. SCOPE OF SERVICES.

The Appraiser agrees to perform the following scope of services under this Contract for market
value of the Property as of April 1, 2018:

a. The Appraiser will review pertinent public documents relative to the Property as well

as materials, photographs, exhibits, and other relevant documents associated with the
Matter.

b. The Appraiser will make a personal on-site inspection of the Property.

c. The Appraiser will develop professional opinions regarding the fair market value of the
Property as of April 1, 2018.

d, The Appraiser will provide a written appraisal of the fee simple interest.

The contents and conclusions of the report will be treated confidentially by the
Appraiser. The Appraiser will release the report only at the direction of the client, at
the direction of a court order or subpoena or for peer review by the Appraisal Institute
in compliance with the Code of Ethics.

A draft report is due to the City no later than May 28, 2020 and final report(s) are due
no later than June 11, 2020.

e. The Appraiser will provide expert support for settlement discussions and mediations
and offer expert testimony in the Matter, if needed by the City. The Parties understand

and agree that the Appraiser may be required to offer both deposition and trial testimony
in the Matter.

7, PAYMENTS FOR SERVICES
The Parties understand and agree that the fee for the services described above in 6 a—d will be

$35,000 for all eleven Properties as a package. Specific services will be provided and paid for
according to the following fee schedule:

Mw

w MELANSON

auditor’s report, or if necessary, withdraw from the engagement. If our opinions on the basic
financial statements are other than unmodified, we will discuss the reasons with you in advance.
lf, for any reason, we are unable to complete the audit or are unable to form or have not formed
opinions, we may decline to express opinions or to issue a report as a result of this engagement.

In accordance with the requirements of Government Auditing Standards, we will also issue a written
report describing the scope of our testing over internal control over financial reporting and over
compliance with laws, regulations, and provisions of grants and contracts, including the results of
that testing. However, providing an opinion on internal control and compliance over financial
reporting will not be an objective of the audit and, therefore, no such opinion will be expressed.

Group Audit Considerations

Our audit will be a group audit as defined by AU-C Section 600. We have identified Pennichuck
Corporation, and Nashua Airport Authority as components of our group audit. Our Firm will act
as the auditor for Pennichuck Corporation. Another firm will act as the auditor for the Nashua
Airport Authority and we will communicate to the other auditors our intention to rely on their
opinion on the applicable components’ financial statements. At the conclusion of our audit we
will obtain this representation and approval to rely on such opinion.

Engagement Administration and Fees

Engagement Administration

Edward J. Boyd, Jr., CPA is the engagement principal for the audit services specified in this letter.
Those responsibilities include supervising the City services performed as part of this engagement
and signing or authorizing another qualified firm representative to sign the audit report.

In order for us to complete this engagement, and to do so efficiently, we require unrestricted
access to documents and individuals within your organization. We understand that your
employees will prepare all cash and other confirmations we request and will locate and provide
to us any documents selected by us for testing. Any failure to provide such cooperation, and to
do so on a timely basis, will impede our services, and may require us to bill you for additional
time, suspend our services, or withdraw from the engagement.

Fees
Our fee for audit services will be $132,500 for each fiscal year audit. This fee does not include the
audit of Pennichuck Corporation.

This fee assumes the audit of three Federal programs (clusters). The uncertainty surrounding the
affect the COVID-19 pandemic may result in an increase in the number of Federal programs

800.282.2440 | melansoncpas.com
10

a. In exchange for the services described above in 6 a~ d for all eleven Properties, and upon
subimission of an invoice pursuant to section 10, the City will pay the Appraiser for the
appraisal report(s).

b. In consideration for any services described above in 6 e, and upon submission of an
invoice pursuant to-section 10 for the services performed, the City will pay the Appraiser
an hourly fee of one hundred and fifty dollars ($150.00) plus expenses.

8 PAYMENT.

a. Fees shall be paid for services rendered following the City's receipt of a correct
invoice, which designates the specific applicable charges. The City will not be subject
to any late payment charges or interest. Rates shal] be fixed during the term of this
Contract. The City will process correctly documented invoices for payment and
Appraiser should receive payment for such invoice thirty (30) days from receipt by
the City.

b. All invoices shall be submitted to Attorney Celia K. Leonard via email at
leonardc@nashuanh.gov. The invoices shall include (but not be limited to) the
following information: Date of invoice, project identifier, Property address,
itemization to include line item costs for services and total of all costs billed to date.

9. CITY'S CONTRACT ADMINISTRATOR.

The City Office of Corporation Counsel will manage the Contract on behalf of the City and will
be the principal point of contact for the City concerning the Appraiser’s performance under this
Contract

16. CONTRACT ADMINISTRATION.

Any notice or demand or other communication required or permitted to be given under this
Contract or applicable law shall be effective if and only if it is in writing properly addressed, and
either delivered in person, or by a recognized courier service, or deposited with the United States
Postal Services as first-class certified mail, postage prepaid and return receipt requested, to the
parties at the following addresses:

To City at: Celia K. Leonard, Deputy Corporation Counsel
Office of Corporation Counsel
229 Main Street, PO Box 2019
Nashua, NH 03061-2019
leonarde@nashuanh.gov

To Appraiser at: Stephen Traub
Property Valuation Advisors
63 Hill Street, Newburyport, MA 01950
straub@shore.net

wo

it, APPRAISER AS AN INDEPENDENT CONTRACTOR.

The Appraiser shall be and shall remain an Independent Contractor with respect to all services
performed hereunder and he agrees to and does hereby accept full and exclusive liability for the
payment of any and all contributions or taxes for Social Security, unemployment insurance or
old age retirement benefits, pensions or annuities now or hereafter imposed under any state or
federal law which are measured by the wages, salaries or other remunerations paid to the
Appraiser or persons employed by the Appraiser for work performed under the terms of this
Contract and further agrees to obey all lawful rules and regulations and to meet all lawful
requirements which are now, or hereafter may be, issued or promulgated under said respective
laws.

Employment to make this appraisal and the fee charged are NOT contingent upon reporting a
pre-determined value, future value or any conclusion related to the subject property, nor the
approval of any loan or result of any litigation.

12. OWNERSHIP OF WORK PRODUCT.

a, Unless otherwise provided, data that originates from this Contract shall be "works
for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by the City.
Data shall include, but not be limited to reports, documents, pamphlets, advertisements,
books, magazines, surveys, studies, computer programs, films, tapes, sound
reproductions, or source code and object code. Ownership includes the right to copyright,
patent, register and the ability to transfer these rights.

b. Data which is delivered under this Contract, but which does not originate therefrom,
shall be transferred to the City with a nonexclusive, royalty-free, irrevocable license to
publish, translate, reproduce, deliver perform, dispose of, and to authorize others to do so;
provided, that such license shall be limited to the extent which the Appraiser has a right
to grant such a license. The Appraiser shall exert all reasonable effort to advise the City
at the time of delivery of data furnished under this Contract, of all known or
potential infringements for privacy or other intellectual property contained therein and of
any portion of such document that was not produced in the performance of this Contract.
The City shall have the right to modify or remove any restrictive marking placed upon
the data by the Appraiser.

c. Appraiser shall not use or in any manner disseminate any work product or program
under this Contract to any third party without the prior written permission of the City.

13. RECORDS.

The Appraiser shall maintain records of all details with respect to the services to be performed
under this Contract, including one complete copy of each appraisal report and related notes, for
three (3) years after delivering the report.

14. QUALIFICATIONS.

The Appraiser warrants that he or she is qualified to perform the services to be furnished under
this Contract and is permitted by law to perform such services. Appraiser’s opinion of value will
be developed competently and with independence, impartiality and objectivity. Appraiser shall
use all approaches necessary to develop a credible opinion of value. In addition, the Appraiser
certifies that the statement, which shall be appended to his or her appraisal, setting forth his or
her technical qualifications, general appraisal experience, specific experience in appraising
properties of the type involved in this Contract, the courts in which he or she has testified as an
expert witness, and other mformation pertinent to establishing his or her technical qualifications
is true and correct.

15. CONTRACT TERMINATION,

a. Termination for Default. Hf either the City or the Appraiser violates any material term or
condition of this Contract or fails to fulfill in a timely and proper manner its obligations under
this Contract, then the aggrieved party shall give the other party written notice of such failure or
violation. The responsible party shall give the other party written notice of a proposed correction
to such failure or violation. The responsible party will correct the violation or failure within
thirty (30) calendar days or as otherwise mutually agreed. If the failure or violation is not
corrected, this Contract may be terminated immediately by written notice from the aggrieved
party to the other party. The option to terminate shall be at the sole discretion of the aggrieved
party. If it is determined for any reason the failure to perform is without the defaulting party's
control, fault, or negligence, the termination shail be deemed to be a Termination for
Convenience. This section shall not apply to any failure(s) to perform that result from the willful
or negligent acts or omissions of the aggrieved party.

b. Term for Convenience. When it is in the best interest of the City, the City may terminate
this Contract, in whole or in part by providing fourteen (14) calendar days or other appropriate
length of time written notice to the Appraiser prior to the effective date of termination. If this
Contract is so terminated, the City is liable only for payments required by the terms of this
Contract for services received and accepted by the City.

16. APPLICABLE LAW, REMEDIES.

This Coniract shall be governed in accordance with the laws of the State of New Hampshire. All
claims, counterclaims, disputes and other matters in question between the City its agents and
employees, and the Appraiser arising out of or relative to this Contract or its breach will be
brought in the Hillsborough County Superior Court, Sothern District, State of New Hampshire.

17. NONEXCLUSIVE REMEDIES.

The remedies provided for in this Contract shall not be exclusive but are in addition to all other
remedies available under the law.

18. MODIFICATIONS.

No modification, amendment, alteration, addition or waiver of any section or condition of this
Contract shall be effective or binding unless it is in writing and signed by an authorized
representative of the City and the Appraiser.

19. SEVERABILITY.
If any term or condition of this Contract or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions, or
applications which can be given effect without the invalid term, condition, or application; to this
end the terms and conditions for the Contract are declared severable.

20. SURVIVORSHIP.

All services executed pursuant to the authority of this Contract shall be bound by all of the terms,
conditions, prices discounts and rates set forth herein, notwithstanding the expiration of the
initial term of this Contract, or any extension thereof. Further, the terms, conditions, and
warranties contained in this Contract that by their sense in context are intended to survive this
completion of the performance, cancellation or termination of this Contract, shall so survive.

21. ASSIGNMENT.

This Contract may not be assigned or otherwise transferred to others by the Appraiser without
the prior written consent of the City.

22. ENTIRE AGREEMENT.

This Contract sets forth the entire agreement between the Parties with respect to the subject
matter hereof. Understandings, agreements, representation or warranties not contained in this
Contract, or as written amendment hereto, shall not be binding on either Party. Except as
provided herein, no alteration of any terms, conditions delivery, price, quality or specifications of
this Contract shall be binding on either Party without the written consent of both Parties.

23. AUTHORITY TO BIND.

The signatories to this Contract represent that they have the authority to bind themselves and
their respective organizations to this Contract.

IN WITNESS WHEREOF, the parties have executed this Contract as of the day and year written
below.

City of Nashua Property Valuation Advisors

By: James W. Donchess, Mayor By: Stephen Traub, ASA, NHCG-350,
duly authorized duly authorized

6

THE CITY OF NASHUA “The Cate City

Financial Services

Purchasing Departerent

April 9, 2020

Memo #20-094

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: | CONTRACT FOR AQUATIC INVASIVE SPECIES CONTROL AND MANAGEMENT
(VALUE $91,567)

DEPARTMENT: 181 COMMUNITY DEVELOPMENT; FUNDS: GENERAL $22,547 AND GRANT $35,196
177 PARKS & RECREATION; FUND: TRUST $33,824

Please see attached communication from Deb Chisholm, Waterways Manager, dated April 3, 2020 for
information related to this contract award.

Pursuant to § 5-84 Special purchase procedures A. (4) Sole-source procurements, where the proposed
purchase is manufactured by only one company.

The Community Development Department, Waterways Manager and the Purchasing Department

recommend the award of this contract to Solitude Lake Management of Shrewsbury, MA in an amount
of $91,567.

Respectfully,
an Kooken
Purchasing Manager

Cc: S. Marchant D. Chisholm J. Graziano

229 Main Street » Nashua, New Hampshire 03061 » Phone (603) 589-3330 « Fax (603) 589-3233 |