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COST & TIMELINE

Start of Work
Our Consultant Team is available to commence work upon execution of a Notice to Proceed from
the City.

lf possible, we are are prepared to kick-off the project for the April 2 ADPAC meeting. As shown,
the timeline aligns with ADPAC meetings. The Final Report is scheduled for delivery on
September 23, 2021.

Timeline Week Begining 29Mar SApr 12Apr 19Apr 26Apr 3May 10May 17May 24May

Task 1. Existing Conditions Analysis
Task 2. Public Engagement

Task 3. Conceptual Design

Task 4. Operations & Maintenance Plan

Task 5. Final Report

x City Staff/ Committee Meetings

' 31May 7Jun 14Jun 21Jun 28Jun 5Jul 12Jul 19Jul 26Jul 2Aug
Task 1. Existing Conditions Analysis
Task 2. Public Engagement 6/3/2021
Task 3. Conceptual Design 7/9/2021
Task 4. Operations & Maintenance Plan
Task 5. Final Report
9Aug 16Aug 23Aug 30Aug 6Sep 13Sep 20Sep 27Sep

Task 1. Existing Conditions Analysis

Task 2. Public Engagement

Task 3. Conceptual Design

Task 4. Operations & Maintenance Plan 8/6/2021

Report
Task 5. Final Report delivered

9/23/21

CONTRACT FOR PROFESSIONAL SERVICES

MILLYARD DOG PARK FEASIBILITY STUDY
RFP #1301-011321

A CONTRACT BETWEEN

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

Ironwood Design Group, LLC
and its successors, transferees and assignees

NAME AND TITLE OF SERVICE PROVIDER

PO BOX 873, EXETER, NH 03833

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—RFP 1301-011321
Exhibit C--Scope of Services, Project Schedule, and Fee Proposal

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, 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 work described.

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Board of Aldermen — 11/14/17 Page 11
Alderman Wilshire

|, too, would like to thank the police department for putting on the Citizens Academy. I’ve been the liaison to
the police department for many years. | thought | knew everything about the police department, but I’ll tell you,
| don’t. It was truly eye opening. The people that came in and presented their departments and the work they

do were very proud, very humble. It was just really awesome. Really fantastic. | learned so much, and | have
even more respect, if that’s possible, for the police department at this point.

President McCarthy

| was at the dedication of the mural as well and it was a great event. It wasn’t that cold. | was only wearing a
spring jacket. I’d actually like to thank Positive Street Art for everything they’ve done for this community.
They’ve certainly turned it up a notch on the streets of Nashua, and the work for the veteran’s, | think, is
fantastic. And also, my congratulation to George Katsis. He certainly deserved that award. The best part about
it was Luis Tiant was actually at the gala. And welcome, Alderman Tencza.

Committee announcements:

Alderman Wilshire

The Human Affairs Committee will be meeting this Thursday at 7:00 p.m. here in the Aldermanic chamber.

President McCarthy

Do we have a meeting scheduled for the Pennichuck Committee?

Alderman Moriarty

Not yet.

ADJOURNMENT

MOTION BY ALDERMAN WILSHIRE THAT THE NOVEMBER 14, 2017 MEETING OF THE BOARD OF
ALDERMEN BE ADJOURNED

MOTION CARRIED

The meeting was declared adjourned at 8:05 p.m.

Attest: Patricia Piecuch, City Clerk

3. PERIOD OF PERFORMANCE. Service Provider shall perform and complete all work by October 2021
which date shall only be altered by mutually approved written agreement to extend the period of
performance or by termination in accordance with the terms of the contract. Service Provider shall begin
performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City of
Nashua.

4, COMPENSATION. Service Provider agrees to perform the work for a total cost not to exceed

Forty-nine thousand six hundred and eighty-three dollars ($49,683)

The Contract Sum shall include all items and services necessary for the proper execution and completion
of the Work.

Unless Service Provider has received a written exemption from the City of Nashua, Service Provider shall
submit monthly requests for payment for services performed under this agreement in accordance with the
values stated in the Agreement. Such requests shall be supported by such data substantiating the Service
Provider’s right to payment as the City of Nashua may reasonably require. Service Provider shall submit
monthly requests for payment for services performed under this agreement shall be submitted as follows:

» Electronically via email to VendorAPInvoices@NashuaNH.gov
OR

» Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Pleasedo not submit invoices both 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, Service Provider 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 Service Provider. The City of Nashua
will pay Service Provider 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.

AG 2 of 3

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:

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Sarah Marchant, Director Jeffrey Hyland

City of Nashua Community Development Division Firm Principal

City Hall Ironwood Design Group, LLC.
229 Main Street, PO Box 2019 PO BOX 873

Nashua, NH 03060 Exeter, NH 03833

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 Service Provider 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) Consultant (signature)

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

Date Date

AG 3 of 3

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

SERVICE PROVIDER 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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General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Service Provider’, and its successors,
transferees and assignees (together “Service Provider’) includes any of the Service Provider's
consultants, sub consultants, contractors, and subcontractors.

SERVICE PROVIDER STATUS The parties agree that Service Provider shall have the status of and
shall perform all work under this contract as a Service Provider, 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 Service Provider, and nothing in this
contract shall create any contractual relationship between the City of Nashua and Service Provider's
consultants, sub consultants, contractors, or subcontractors. The parties also agree that Service
Provider 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 Service Provider 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.

Service Provider agrees, if applicable and before commencing any work under the contract, to
complete and to provide the following written request to its insurer:

XXXXXXXX, Inc. has entered into a contract with the City of Nashua to
perform work upon receipt of a Notice to Proceed to Final Completion
and requests that the Insurer provide to the City of Nashua 1) a certificate
of coverage, and 2) notice of any lapse in coverage or nonpayment of
coverage that the Service Provider is required to maintain. The certificate
and notice should be mailed to:

Risk Management
City of Nashua
229 Main Street
Nashua, NH 03060

Service Provider agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. If Service Provider does not maintain coverage
throughout the entire term of the contract, Service Provider agrees that City may, at any time the
coverage is not maintained by Service Provider, order the Service Provider to stop work, suspend
the contract, or terminate the contract. For each six-month period this contract is in effect, Service
Provider agrees, prior to the expiration of the six-month period, to provide another written request
to its insurer for the provision of a certificate and notice of lapse in or nonpayment of coverage. If
Service Provider does not make the request or does not provide the certificate before the expiration
of the six-month period, Service Provider agrees that City may order the Service Provider to stop
work, suspend the contract, or terminate the contract.

GC 2 of 11

STANDARD OF CARE Service Provider shall be responsible for the professional quality, technical
accuracy, timely completion, and coordination of all work performed under this contract. Service
Provider 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 Service Provider 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, Service Provider 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 Service Provider'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 Service Provider shall not in any way relieve Service
Provider of the responsibility for professional and technical accuracy and adequacy of its work.
City of Nashua review, approval, or acceptance of, or payment for any of Service Provider'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 Service Provider shall be and remain liable in accordance with the
terms of the contract and applicable law.

Service Provider 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 Service
Provider to perform work under this contract. Approved key personnel shall not be taken off of the
project by Service Provider without the prior written approval of the City of Nashua, except in the
event of termination of employment. Service Provider 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.

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 Service
Provider, and any other communication about the contract shall be addressed or be delivered to the
City of Nashua Representative.

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 Service Provider's
performance under the contract. Service Provider shall provide to the City of Nashua within 10
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 Service Provider should proceed with any or all of the proposed change. If
the change causes an increase or a decrease in Service Provider'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 Service Provider for adjustment under this clause
shall be asserted in writing within 30 days of the date the City of Nashua notified Service Provider
of the change.

When Service Provider seeks changes, Service Provider 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 Service
Provider should proceed with any or all of the proposed change.

Except as provided in this paragraph, Service Provider 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

GC 3 of 11

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.

CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Service Provider in the performance of its work under this contract and that such personnel
will be available to Service Provider 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 Service Provider with access to City of Nashua records in a
reasonable time and manner and to schedule items that require action by the Board of Public Works
and Finance Committee in a timely manner. The City of Nashua and Service Provider also agree
to attend all meetings called by the City of Nashua or Service Provider to discuss the work under
the Contract, and that Service Provider may elect to conduct and record such meetings and shall
later distribute prepared minutes of the meeting to the City of Nashua.

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES Service
Provider 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 Service Provider. All future
questions Service Provider 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 Service Provider's question or position. The City
of Nashua representative shall render a 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 Service Provider prior to having received the City of Nashua's
resolution shall be at Service Provider's risk and expense. At all times, Service Provider 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. Service Provider 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 Service Provider 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, Service Provider shall:

1. 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.

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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.

In the event of a termination, abandonment, or suspension at will, Service Provider shall receive
all amounts due and not previously paid to Service Provider 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 Service Provider in the event of a failure by Service Provider 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. Service Provider shall be given an opportunity for consultation with the
City of Nashua prior to the effective date of the termination. Service Provider may terminate the
contract on 10 calendar days written notice if, through no fault of Service Provider, the City of
Nashua fails to pay Service Provider 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, Service Provider shall:

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

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, Service Provider shall receive all amounts due and not
previously paid to Service Provider 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 Service Provider's failure. Service Provider 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
Service Provider until such time as the exact amount of damages due to the City of Nashua is
determined. All claims for payment by the Service Provider 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 Service Provider to adhere to any of 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, it is determined that
Service Provider 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 Service Provider such that Service Provider receives total compensation in the same amount
as it would have received in the event of a termination-at-will.

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