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§ 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker that
sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and
after giving the Contractor and the Contractor’s surety, if any, seven days’ written notice, terminate employment of
the Contractor and may, subject to any prior rights of the surety:
.4 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and
construction equipment and machinery thereon owned by the Contractor;
2 Accept assignment of subcontracts pursuant to Section 5.4; and
3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written
request of the Contractor, the Owner shail furnish to the Contractor a detailed accounting of the costs
incurred by the Owner in finishing the Work.

§ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall
not be entitled to receive further payment until the Work is finished.

§ 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for
the Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not
expressly waived, such excess shalt be paid to the Contractor. If such costs and damages exceed the unpaid balance,
the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case
may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall
survive termination of the Contract.

§ 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
§ 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in
whole or in part for such period of time as the Owner may determine.

§ 14.3.2 The Contract Sum and Contract Time may be adjusted for increases in the cost and time caused by
suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum may include profit.
No adjustment shall be made to the extent
1 that performance is, was or would have been so suspended, delayed or interrupted by another cause
for which the Contractor is responsible; or
2 that an equitable adjustment is made or denied under another provision of the Contract.

§ 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
§ 14.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause.

§ 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, the
Contractor shall
.1 cease operations as directed by the Owner in the notice;
2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work;
and
3 except for Work directed to be performed prior to the effective date of termination stated in the
notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts
and purchase orders.
A assist Owner in the orderly transition of the Work to another contractor of the Owner’s choosing or
to the Owner in the Owner's sole discretion.

§ 14.4.3 In case of such termination for the Owner’s convenience, the Contractor shall be entitled to receive payment
for Work executed, and costs incurred by reason of such terminationon the Work not executed.

ARTICLE 15 CLAIMS AND DISPUTES

§ 15.4 CLAIMS

§ 15.1.1 DEFINITION

A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other
relief with respect to the terms of the Contract. The term “Claim” also includes other disputes and matters in

Page 28 of 30

question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to
substantiate Claims shall rest with the party making the Claim.

§ 15.1.2 NOTICE OF CLAIMS
Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial
Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker.

§ 15.1.3 CONTINUING CONTRACT PERFORMANCE

Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article
14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make
payments in accordance with ihe Contract Documents. The Architect will prepare Change Orders and issue
Certificates for Payment in accordance with the decisions of the Initial Decision Maker.

§ 15.1.4 CLAIMS FOR ADDITIONAL COST

If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall
be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency
endangering life or property arising under Section 10.4.

§ 15.1.5 CLAIMS FOR ADDITIONAL TIME

§ 15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided
herein shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on
progress of the Work, In the case of a continuing delay, only one Claim is necessary.

§ 15.1.5.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be
documented by data substantiating that weather conditions were abnormal for the period of time, could not have
becn reasonably anticipated and had an adverse effect on the scheduled construction.

§ 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES
The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to
this Contract. This mutual waiver includes
4 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing,
business and reputation, and for loss of management or employee productivity or of the services of
such persons; and
2 damages incurred by the Contractor for principal office expenses including the compensation of
personnel stationed there, for losses of financing, business and reputation, and for loss of profit
except anticipated profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential dainages due to either party’s termination
in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of
liquidated damages, when applicable, in accordance with the requirements of the Contract Documents.

§ 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if
any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor’s default, the Owner
may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy.

§ 15.2.8 Ifa Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines.

§ 15.3 MEDIATION
§ 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract except those
waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.6 may be subject to mediation.

§ 15.3.2 The parties may endeavor to resolve their Claims by mediation. A request for mediation shal! be made in
writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation.

Page 29 of 30

§ 15.3.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the
place where the Project is located, unless another location is mutually agreed upon. Agreements reached in
mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof,

§ 15.4 ARBITRATION
§ 15.4.1 Intentionally omitted.
§ 15.4.1.1 Intentionally omitted.

§ 15.4.2 Intentionally omitted.
§ 15.4.3 Intentionally omitted.

§ 15.4.4 CONSOLIDATION OR JOINDER Intentionally omitted.

Page 30 of 30

Letter of Intent

PS ST Fae

MARTINI

ae tee rear men tt pied ae

LETTER OF INTENT TO ENTER INTO A CONTRACT AND PRELIMINARY

Date: September 10, 2019

CONTRACT

It is the intent of The City of Nashua (Owner) to enter into a modified form of the standard
Nashua Construction Contract with Martini Northern, LLC for the project as outlined below.
Martini Northern, LLC is hereby authorized to begin work providing the services listed below.
The Owner will pay Martini Northern, LLC for these services.

Agreement Between: Owner:

Contractor:

Name of Project:

Location:

Architect:

Brief Description of the Project:

Mayor Jim Donchess
City of Nashua

229 Main Street
Nashua NH 03061
Phone: 603-589-3072

And
Martini Northern, LLC
299 Hanover Street
Portsmouth, NH 03801
Phone: 603.431.6664
Fax: 603.431.9377
Public Health Facility Renovations

18 Mulberry Street Nashua NH

Dennis Mires Architects

Renovations to the existing building including a new elevator,

vertical stairs, exterior envelop improvements and HVAC improvements.

Current Contract Documents:

Martini Northern, LLC
299 Hanover Street
Portsmouth, NH 03801
Law madininorthern cons

TBD

TABLED IN COMMITTEE

From: Tim Cummings, Economic Development Director
Re: | Communication — Approval & Place on File a Contract Amendment for Professional Engineering
Services related to the Nashua Downtown Riverfront Implementation Project VHB, Inc. for Water Street
Design Services
e Tabled at July 20, 2022 meeting

NEW BUSINESS — RESOLUTIONS

NEW BUSINESS — ORDINANCES

RECORD OF EXPENDITURES

GENERAL DISCUSSION

PUBLIC COMMENT

REMARKS BY THE ALDERMEN

ADJOURNMENT

Pr reree natn —atenceret antenerr ta

MARTINI,

Ie meewetcsmnernarsencersmoumrnsmal

Scheduled on Site Start Date: Spring of 2020

Substantial Completion Date: TBD

Proposed Contract Form: Standard Nashua Construction Contract
Party Responsible for Preparing Contract: City of Nashua.

Martini Northern, LLC is hereby authorized to begin the following work. (Yes, No, or N/A)

Preconstruction Services Yes
Soliciting of Sub Bids No
Preordering Equipment No
Awarding Subcontracts No
Preparation of Submittals No
Obtain Insurance Coverage No
Apply for Building Permit No
Occupy Site No
Begin Construction No

Agreed Upon Contract Amount or Budget 1,500,000 +/- (GMP)

Agreed Upon Fee 3.5% (Lump Sum)

Other Agreements: Preconstruction services will run approximately 5 months, starting in Mid-
September and running through early March. Preconstruction fee will be

17,000 in addition to the construction fee above.

Owner and Martini Northern, LLC agree to proceed on the-basig of trust, good faith, and fair

dealing, and shall take actions reasonably necessary to this agreement in gn economical
and tin bs manner.
AW eo (gue— ) Uf
Peter Middleton, im Snchess, Mayor

President Martini Northern, LLC. City of Nashua, NH

Martini Northern, LLC
299 Hanover Street
Portsmouth, NH 03801
yaw. Martimnmorthern.com

2) THE CITY OF NASHUA ‘The Cate City”

Finanetal Services

Purchasing Department

November 28, 2019
Memo #20-063

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT FOR DESIGN AND PROJECT MANAGEMENT OF NASHUA DOWNTOWN
RIVERFRONT IMPLEMENTATION (VALUE: $437,653)
DEPARTMENT:183 ECONOMIC DEVELOPMENT; FUND: RIVERFRONT PROMENADE TIF

Please see attached communication from Tim Cummings, Director of Economic Development dated
November 22, 2019 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 award of this
contract in an amount of $437,653 to Vanasse Hangen Brustlin, Inc. (VHB) of Bedford, NH.

Dan Kooken
Purchasing Manager

Co: T Cummings J Graziano

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

28) THE CITY OF NASHUA “the Cate Cty

Economic Development

To: James Donchess, Mayor

From: T. Cummings, Economic Development Director
Ce: S. Marchant, Community Development Director
Date: November 22, 2019

Re: Contract for Design Services & Project Management for the Downtown Riverfront

The Office of Economic Development in partnership with the Community Development Division solicited
proposals for Design services and Project Management for the implementation of the Nashua Downtown
Riverfront Plan in an RFQ0265-061219 released this past summer. Specifically, the services sought are to
design and development of construction documents for the Riverfront in the Tax Increment Financing
(“TIF”) District.

I along with TIF Committee solicited proposals from firms who have past experience designing,
engineering and management projects of similar scope and size. Five firms responded and we interviewed
collectively every team that submitted a proposal. The proposals were evaluated on the following criteria:
qualifications/experience, past performance and service on similar projects, proposed approach to scope of
work, responses in interviews and cost.

VHB was chosen unanimously due to their comprehensive knowledge and the strong team of sub-
consultants that would be working with them on this project. Additionally, VHB is a well-established firm
with experience working with municipalities, which helped position them to be the committee’s top
choice.

lam recommending awarding a contract for design services and project management for the amount not to
$437,653.00 along with various minor miscellaneous expenses to VHB. It should be noted, that this is a 1
phase of a design process and there will be a need for additional design prior going to construction. This
phased approach is being undertaken to ensure we have funds available to pay for the work. Total design
related services will be approximately $700,000 - $800,000. Currently we have approximately $750,000
available in the TIF account and with other miscellaneous expenses it made the most sense to spread the
design phases out over a two year period.

As a reminder this effort is in anticipation of a bond issuance of approximately $12M - $15M to carry out
the construction of the project (TIF funds would be used to pay for the debt service).

Thank you.

CONTRACT FOR PROFESSIONAL SERVICES

RFQ0265-061219
DESIGN SERVICES & PROJECT MANAGEMENT
DOWNTOWN RIVERFRONT IMPLEMENTATION

A CONTRACT BETWEEN
THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019

AND

VANASSE HANGEN BRUSTLIN, INC. (“VHB”)

NAME AND TITLE OF SERVICE PROVIDER

2 BEDFORD FARMS DRIVE, SUITE 200, BEDFORD, NH 03110
ADDRESS OF SERVICE PROVIDER

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

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

WHEREAS, Service Provider represents they are duly qualified, equipped, staffed, ready,
willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually
agree as follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein
and are made part of this contract:

Exhibit A- General Conditions for Contracts
Exhibit B - VHB Scope of Work Dated October 31, 2019
Exhibit C — RFQ0265-061219

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.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Service Provider shall

furnish all services, equipment, and materials and shall perform all operations necessary and
required to carry out and perform in accordance with the terms and conditions of the contract the

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