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19. Governing Law: Jurisdiction. Without regard to any conflict of law provisions, this Agreement is to be governed by and
under the laws of the Commonwealth of Massachusetis.

20. Facsimile or Electronic Signatures/Counterparis. The delivery of signatures to this Agreement by facsimile transmission or
by electronic transmission shall be binding as original signatures. This Agreement may be signed in duplicate counterparis which,
when taken together, shall constitute one and the same agreement and be the Agreement.

21. Entire Agreement. This Agreement shall be the exclusive agreement between the parties for the Product. Additional or
different terms proposed by the Customer shall not be applicable, unless accepted in writing by Dealer’s authorized
representative, No change in, modification of, or revision of this Agreement shall be valid unless in wriling and signed by Dealer’s
authorized representative.

22. Conflict. In the event of a conflict between the Customer Specifications and the Dealer Proposal, the Dealer Proposal shall
control, In the event there is 4 conflict between the Dealer Proposal and this Agreement, the Dealer Proposal shall control.

23, Signatures. This Agreement is not effective unless and until it is approved, signed and dated by Mimuteman Fire & Rescue
Apparatus, Inc.’s authorized representative,
Accepted and agreed to:

Minuteman Fire and Rescue Apparatus, Inc.
d/b/a Minuteman Fire and Rescue Apparatus

| i é | ( (\ : C usiomer: City af wea New Ramnshire
Name: | 1 hy C_— Name: “Duet 4/ és heal _— .
* £S

; /
A Rafe
; er meat

tle: Vice President, Sales & Marketing

Date: January 22, 2079 26) iG

EXTUBIT A

PURCHASE DETAIL FORM
Minuteman Fire & Rescue Apparatus Inc.
2181 Providence Highway
Walpole, MA 02081
Pax (508) 216-6368

Date: January 22, 2019

Customer Name: City of Nashua, New Hampsnire

Quantity | Chassis Tyne Body Type Price per Unit
One (1) Pierce ® Arrow XT 1300 GPM Pumper $ 648,206.00

los gslen

Provided that a 100%: prepayment_in the above amount of $648,206.00 is remitted to Mimuteman Fire & Rescue Apparatus Inc.
within fifteen (15) days of a fully executed contract. The above amount reflects HGAC contract pricing and is valid anil

the end of day January 31, 2619. After that date this price is sublect to an annual increase,

Warranty Period: Two (2) year bumper to bumper and other warranties as specified in bid proposal #425. The Two (2) year
bumper to bunyner warranty will commence on the day of delivery and receipt of the MSO by the City of Nashua, New
Hampshire.

Training Requirements: Standard

Other Matters: 100 % Performance Bond

This contract is available for inter-local and other mmnicipal corporations to utilize with the option of adding or deleting any
manufacturer available options, includmg chassis models. Any addition or deletion may affect the unit price.

Payment Terms: As stated above,

INOTE: deferred payment arrangements are required, the Customer must make such financial arrangaments through a tinancial institution
acceptable io Dealer.) All faxes, excises and levies that Dealer may be required to pay or collect by reason of any present or future law or by any
governmental authority based upon the sale, purchase, delivery, storage, processing, use, consumpiian, or drarsportation of the Product sold by
Dealer to the Customer shall be for the account of the Customer and shall be added to the Purchase Price, All delivery prices or prices with freight
allowance are based upon prevailing freight rates and, in the event af any increase or decrease in such rates, the prices on all unshipped Product
will be increased or decreased accordingly. Delinquent payments shall be subject to a carrying charge of 1.5 percent per manih or such lesser
amount permilted by law. Dealer will not be required to accept payment ciher than as set forth in this Agreement. However, to avoid.a late charge
assessment in the eveni of a dispute caused by a substantial nonconformance with material Specifications (other than freight), the Customer ma,
withhold up to five percent (5%) of the Purchase Price until such time that Dealer substantially remedies the nonconiormance with. materia!
Specifications, but no longer than sixty (60) days afer Delivery. If the disputed amount is the freight charge, the Customer may withhold only the
amount of the freight charge untill the dispute is settled, but no longer than sixty (60) days after Delivery. Dealer shall have and retain a purchase
money securily interesi in all goods and products now or hereafter sold to ihe Customer by Dealer or any of its affiliated companies to secure
payment of the Purchase Price for all such goods and producis. in the event of nonpayment by the Customer of any debt, obligation or lability
now or hereafier incurred or owing by the Custamer to Dealer, Dealer shall have and may exercise all rights and remedies of a secured parly
under Article 9 of the Uniform Commercial Code (UCC) as adopted by the staie of Massachusetts.

THIS PURCHASE DETAIL FORM IS EXPRESSLY SUBJECT TO THE PURCHASE AGREEMENT TERMS AND
CONDITIONS DATED AS OF ____, 2019 BETWEEN DEALER AND CITY OF NASHUA NEW HAMPSHIRE WHICH
TERMS AND CONDITIONS ARE HEREBY INCORPORATED IN, AND MADE PART OP, THIS PURCHASE DETAIL
FORM AS THOUGH BACH PROVISION WERE SEPARATELY SET PORTH HEREIN, EXCEPT TO THE EXTENT
OTHERWISE STATED OR SUPPLEMENTED BY DEALER HEREIN,

EXHIBIT B
WARRANTY

AS PROVIDED IN PROPOSAL #425 BY MINUTEMAN FIRE & RESCUE APPARATUS INC.

EXHIBIT C

DEALER PROPOSAL

AS PROVIDED IN PROPOSAL #425 BY MINUTEMAN FIRE & RESCUE APPARATUS INC.

. THE CITY OF NASHUA “The Gate City

Pinanctal Services

Purchasing Department

January 31, 2019
Memo #19-116

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: COMPREHENSIVE LIGHTING DESIGN AND ELECTRICAL PLAN FOR DOWNTOWN
RIVERFRONT (VALUE $100,000)
DEPARTMENT: 181 COMMUNITY DEVELOPMENT; FUND: GENERAL

Please see attached communication from Sarah Marchant, Community Development Division Director,
dated January 29, 2019 for information related to this contract award.

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 Community Development Division Director and the Purchasing Department recommend the award of
this contract to Lumen Studio Inc. of Lowell, MA in an amount of $100,000.

Respectiully

ov ti ALE Ky
- (Dan Kooken
Purchasing Manager

Ce: S. Marchant J. Graziano

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

City of Nashua Planning and Zoning.

Building Safety

Community Development Division Code Enforcement
City Hall, 229 Main Street, PO Box 2019 Cee grains mission
Nashua, New Hampshire 03061-2019 Transportation
www.nashuanh.gov FAX

589-3095
589-3090
589-3080
589-3100
589-3085
589-3105
880-0100
589-3119

Date: January 29, 219
To: Jim Donchess, Mayor
From: Sarah Marchant, Community Development Director

Re: Finance Committee — Contract with Lumen Studio, Inc for Engineering Services for
Comprehensive Lighting Design and Electrical Plan for Downtown Riverfront

The Downtown Riverfront Master Plan was approved in the fall of 2017 as the comprehensiv

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vision for Nashua’s downtown riverfront. Moving that plan forward, the City issued RFP 0365-
111918 to engage a lighting design and electrical engineering team to produce a detailed lighting

design and electrical plan for the core downtown riverfront.

The goal of the project is to provide a quality, cost-effective, energy efficient, and low-maintenance
pedestrian scale lighting system to connect the community to their riverfront. The plan should
provide improved public safety; highlight the connectivity of trails, bridges, and walking paths;

provide visual access to the river; and illuminate the beauty and recreational opportunities of th:
river and its riverbanks.

The City received 4 proposals from Colby Co. Engineering, Dwaal Lighting Design, Lumen Studio
and Vincent Lighting Systems. The proposal from Vincent Lighting Systems only included a
lighting design for the Cotton Transfer Bridge, instead of a comprehensive plan and as such was
dropped from further evaluation. The remaining three proposals were evaluated and ranked by a

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team consisting of: Jim Donchess, Mayor; Andy Patrician, Assistant DPW Director; Nick Caggiano,

Superintendent of Parks and Rec; Sarah Marchant, CDD Director; and Peter Kohalmi, Engineering.
The criteria for evaluation of each proposal were: 1. Qualifications and experience of the project
team, 2. Past performance and service on similar projects, 3. Proposed approach to the scope of
work, and 4. Cost Proposal.

Based on their experience and expertise, past performance on similar projects, as well as
competitive cost proposal, the team interviewed both Dwaal Lighting Design and Lumen Studio.
The evaluation team ultimately chose Lumen Studio as the preferred contractor due to examples of
past similar projects completed by this firm as well as the detailed approach and scope of work
presented.

The Community Development Division recommends Lumen Studio as the vendor to develop a
Comprehensive Lighting Design and Electrical Plan for the downtown riverfront at a fee of
$100,000.

CONTRACT FOR PROFESSIONAL SERVICES

ENGINEERING SERVICES FOR COMPREHENSIVE LIGHTING DESIGN AND
ELECTRICAL PLAN FOR DOWNTOWN RIVERFRONT

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019
AND

LUMEN STUDIO, INC. 175 CABOT ST, SUITE 310, LOWELL, MA 01854

and its successors, transferees and assignees (together “Professional Engineer”)

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

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

WHEREAS, Lumen Studio and the Team represented in the Response to RFP#0365-111918 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 contro! over the terms of
the Proposal.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Professional Engineer 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 work described.

AG 1 of 3

3. PERIOD OF PERFORMANCE. Professional Engineer 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 Engineer shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City
of Nashua.

4. COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to exceed
One hundred thousand Dollars ($ 100,000.00 }

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

City of Nashua

Attn: Accounts Payable
PO Box 2019

Nashua, NH 03061-2019

To facilitate the proper and timely payment of applications, the City of Nashua requires that all
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 Engineer 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, upcoming 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 Engineer. The City of
Nashua will pay Professional Engineer within 30 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.
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:

AG 2 of 3

CITY OF NASHUA REPRESENTATIVE: LUMEN STUDIO REPRESENTATIVE:

Community Development Division Lumen Studio, Inc

Sarah Marchant, Director Christina L. Andriole, Principal
229 Main Street, PO Box 2019 175 Cabot St, Suite 310
Nashua, NH 03060 Lowell, MA 01854

Any notice required or permitted under this contract, if sent 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 Engineer 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.

City of Nashua, NH (signature) Lumen Studio, Inc. (signature)

James Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER 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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