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13.

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employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney’s fees, costs and expenses of any kind or nature in any manner caused,
occasioned, or contributed to in whole or in part by reason of any negligent act, omission, or fault
or willful misconduct, whether active or passive, of Independent Contractor or of anyone acting
under its direction or control or on its behalf in connection with or incidental to the performance of
this contract. Independent Contractor’s indemnity, defense and hold harmless obligations, or
portions thereof, shall not apply to liability caused by the sole negligence or willful misconduct of
the party indemnified or held harmless.

. FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to

the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
fails to appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.

Nothing in this contract shall be construed to provide Independent Contractor with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this contract that
are not paid to Independent Contractor shall automatically revert to the City of Nashua’s
discretionary control upon the completion, termination, or cancellation of the agreement. The City
of Nashua shall not have any obligation to re-award or to provide, in any manner, the unexpended
funds to Independent Contractor. Independent Contractor shall have no claim of any sort to the
unexpended funds.

COMPENSATION Review by the City of Nashua of Independent Contractor's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City of
Nashua. If there is insufficient information, the City of Nashua may require Independent
Contractor to submit additional information. Unless the City of Nashua, in its sole discretion,
decides otherwise, the City of Nashua shall pay Independent Contractor in full within 30 days of
approval of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Independent Contractor, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Independent
Contractor shall, throughout the period services are to be performed under this contract, monitor
for any changes to the applicable laws, statutes, regulations, ordinances, orders, or requirements,
shall promptly notify the City of Nashua in writing of any changes to the same relating to or
affecting this contract, and shall submit detailed documentation of any effect of the change in terms
of both time and cost of performing the contract.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Independent Contractor agrees to the following terms. Independent
Contractor will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Independent Contractor agrees to take affirmative action to employ,
advance in employment, or to otherwise treat qualified, handicapped individuals without
discrimination based upon physical or mental handicap in all employment practices, including but
not limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising,
layoff, termination, rates of pay, or other forms of compensation and selection for training,
including apprenticeship.

Without limitation of the foregoing, Independent Contractor's attention is directed to Title
41”Public Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to

GC 7 of 11

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18.

19.

20,

Public Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal
Employment, Department of Labor” which, by this reference, is incorporated in this contract.

Independent Contractor agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of work,
and obligation of Independent Contractor under this contract.

In connection with the performance of work under this contract, Independent Contractor agrees not
to discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Independent Contractor agrees, if applicable, to insert these provisions in al] subcontracts, except
for subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Independent Contractor shall constitute a material breach of the contract.

ENDORSEMENT Independent Contractor shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared
by Independent Contractor or under its direction as required under the laws of the State of New
Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor shall not
assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City of Nashua. Any such assignment, transfer, delegation,
or subcontracting without the prior written consent of the City of Nashua is void. Any consent of
the City of Nashua to any assignment, transfer, delegation, or subcontracting shall only apply to
the incidents expressed and provided for in the written consent and shall not be deemed to be a
consent to any subsequent assignment, transfer, delegation, or subcontracting. Any such
assignment, transfer, delegation, or subcontract shall require compliance with or shall incorporate
all terms and conditions set forth in this agreement, including all incorporated Exhibits and written
amendments or modifications. Subject to the foregoing provisions, the contract inures to the benefit
of, and is binding upon, the successors and assigns of the parties.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Independent Contractor related to this contract shall be subject to
inspection, examination and audit by the City of Nashua, including, but not limited to, the
contracting agency, the Board of Public Works, Corporation Counsel, and, if applicable, the
Comptroller General of the United States, or any authorized representative of those entities.

DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Independent
Contractor in the performance of its obligations under this contract shall be the exclusive property
of the City of Nashua and all such materials shall be remitted and delivered, at Independent
Contractor's expense, by Independent Contractor to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its written
approval to Independent Contractor, any books, reports, studies, photographs, negatives or other
documents, data, drawings or other materials including but not limited to those contained in media
of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Independent Contractor
in the performance of its obligations under this contract must be retained by Independent Contractor
for a minimum of four years after final payment is made and all other pending matters are closed.

GC 8 of 1]

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If, at any time during the retention period, the City of Nashua, in writing, requests any or all of the
materials, then Independent Contractor shall promptly remit and deliver the materials, at
Independent Contractor's expense, to the City of Nashua. Independent Contractor shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance of
Independent Contractor's obligations under this contract without the prior written consent of the
City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Independent
Contractor (including those remitted to the City of Nashua by Independent Contractor pursuant to
paragraph 20), unless designated as confidential by a specific statue of the State of New Hampshire,
shall be treated as public records and shall be available for inspection and copying by any person,
or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Independent Contractor in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Independent Contractor. The City of Nashua shall have the right to reproduce any
such materials.

Independent Contractor expressly and indefinitely waives all of its rights to bring, including but
not limited to, by way of complaint, interpleader, intervention, or any third party practice, any
claims, demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Independent Contractor
agrees to indemnify, to defend, and to hold harmless the City of Nashua, its representatives, and
employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether rightful or otherwise, that any material
prepared by or supplied to Independent Contractor infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Independent Contractor infringes any patent.

Independent Contractor shall have the right, in order to avoid such claims or actions, to substitute
at its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Independent Contractor shal! promptly complete the work and the final acceptance procedure shail
be repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon
which the Board of Public Works or other designated official accepts and approves the notice of
completion.

TAXES Independent Contractor shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll

GC 9 of II

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deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Independent Contractor hereby indemnifies and holds harmless the City of Nashua
from any liability on account of any and all such taxes, levies, duties, assessments, and deductions.

NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall
be considered waived by the City of Nashua. There shall be no waiver of any past or future default,
breach, or modification of any of the terms and conditions of the contract unless expressly
stipulated to by the City of Nashua in a written waiver.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROTIBITED INTERESTS Independent Contractor shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this contract.
Independent Contractor warrants that no officer or employee of the City of Nashua has any direct
or indirect interest, whether contractual, noncontractual, financial or otherwise, in this contract or
in the business of Independent Contractor. If any such interest comes to the attention of
Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed under
this contract. Independent Contractor further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict exists
and was not disclosed to the City of Nashua, it may terminate the contract at will or for cause in
accordance with paragraph 8.

In the event Independent Contractor (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a crime involving a public official arising out or in connection
with the procurement of work to be done or payments to be made under this contract, City of
Nashua may terminate the contract at will or for cause in accordance with paragraph 8. Upon
termination, Independent Contractor shall refund to the City of Nashua any profits realized under
this contract, and Independent Contractor shall be l!able to the City of Nashua for any costs incurred
by the City of Nashua in completing the work described in this contract. At the discretion of the
City of Nashua, these sanctions shall also be applicable to any such conviction obtained after the
expiration or completion of the contract.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Independent Contractor to any officer or employee of the City of
Nashua with a view toward securing a contract or securing favorable treatment with respect to the
awarding or amending or making of any determinations with respect to the performance of this
contract. If City of Nashua determines that such gratuities were or offered or given, it may
terminate the contract at will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a waiver
of any other rights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Independent Contractor,
including any of their respective agents or employees, shall not be liable to third parties for any act
or omission of the other party. This contract is not intended to create any rights, powers, or interest
in any third party and this agreement is entered into for the exclusive benefit of the City of Nashua
and Independent Contractor.

GC 10 of 11

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SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by their
nature survive termination or completion of this contract shall remain in full force and effect.

SEVERABILITY In the event that any provision of this contract is rendered invalid or unenforceable
by any valid act of Congress or of the New Hampshire legislature or any court of competent
jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity or
unenforceability of any particular provision of this contract shall not affect any other provision, the
contract shall be construed as if such invalid or unenforceable provisions were omitted, and the
parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying the
invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Independent Contractor. The parties shall not be bound
by or be liable for any statement, representation, promise, inducement, or understanding of any
kind or nature not set forth in this contract. No changes, amendments, or modifications of any
terms or conditions of the contract shall be valid unless reduced to writing and signed by both
parties.

CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of the State
of New Hampshire and any claim or action brought relating to this contract, the work performed or
contracted to be performed thereunder, or referable in anyway thereto shall be brought in
Hillsborough County (New Hampshire) Superior Court Southern Judicial District or in the New
Hampshire 9th Circuit Court-—Nashua and not elsewhere.

GC llof ll

EXHIBIT B

Proposal for Professional Services

Meenakshi Gyawali as an independent contractor for the City of Nashua shall provide the following:

Professional services in implementing specific projects identified in the Nashua Downtown Riverfront
Development Plan and working to implement the newly expanded TIF District in downtown Nashua.

Scope of Services
The following are services that will be provided by the consultant:

e Review of the Downtown Riverfront Plan to identify specific projects to be completed

e Review of the TIF District documents and map to establish procedures that would insure the
compliance with financial and legal requirements of the program

e = Assist the City in the creation of RFQ and RFP documents to solicit engineers and contractors to
bid on project(s) and in the selection process

e Preparation of contract documents

e Coordinate with other City departments and State agencies property owners as may be needed to
accomplish the projects

* Coordinate with City staff to ensure that the TIF board is kept abreast of progress on the
identified project on a quarterly basis

* Oversee all aspects of the project with the design / build team and city staff to ensure that the
project is moving forward in a timely manner and within budget

e Such other services as required in order to implement or complete the plan.

Additional Stipulations

The fee for the assistance detailed above would be $60.00 hour. The total number of hours per month
should not exceed 60, unless approved by the City and shall not exceed $21,600.

Any out of pocket expenses will be pre-approved by the City of Nashua’s Director of Economic
Development prior to any expense being incurred.

At the end of the 90 days both parties will make a joint evaluation as to whether to continue the
relationship and, if so, under what conditions.

This agreement may be terminated by either party with one week notice.

Meenakshi (Meena) Gyawali
149 Lodge Street
Manchester, NH 03104
Phone: 603-591-0420

mgyawali@gmail.com

Education: University of New Hampshire - Masters of Public Administration
University of Illinois - Bachelor of Urban and Regional Planning

Experience:
November 2011 - November 2018 Community Development Finance Authority, Concord NH
Director of Community Development

Responsible for overall management of projects from application phase, grant awards, and
ensuring that all aspects of procurement, budget and time were being met.

° Assist municipalities and others with assembling a project from initiation, identifying
other resources, creating a timeline, budget and partners that could assist in making the
project successful. Coordination with project architects, general contractors and
construction managers to help them with the federal and state regulations. Perform
analysis of applications, including organizational capacity, community development
purpose, assessment of financial viability, impact of proposed project, relative scoring and
site visits. Problem solving on how alternate funding/financing might work.

e Manage contracts for approved projects and ensure that documents (sub-recipient
agreements, loan documents, liens, procurement, bid reviews, wage compliance and
outcomes reporting) were reviewed in a timely manner.

Work with municipalities, non-profits and businesses to provide them with an
understanding of resources offered by CDFA and determine the eligibility of their
projects. Provide guidance and interpretation of CDBG rules to grantees and CDFA staff.
Design and improve the application process, training modules, and the implementation
guides in areas related to CDBG and State Tax Credits.

e Administration and monitoring of State Tax Credits and HUD CDBG funds granted.
Preparation of federal reports, data collection, and other required documents.

° Led and assisted staff with various strategic planning initiatives, including 5 year and
annual plans required to secure federal funds. Ongoing analysis of reporting, data
collection and contracts to improve the process.

October 2009 — July 2011 City of Manchester, Economic Development Department
Business Development Coordinator

The role of the business development coordinator was to provide assistance to businesses in the
areas of business planning, site search, loan and grant administration, analyzing community
statistics and to help start, expand or relocate businesses in Manchester.

° Resources: Assist new and expanding businesses to secure funds and incentives including
HUD section 108 loans, City revolving loan funds, Brownfields grants and state tax
incentives. Applied for and successfully expanded the boundaries of HUB and CROP
Zones designations in the City.

° Business Planning and referral: Assist in the areas of business planning, the creation or
review of business plans, identifying sites for business location, referral of these
businesses to appropriate agencies such as SCORE, Small Business Development Center,
Business Incubator to help establish or grow business in Manchester.

° Facade Improvement Grant and Revolving Loan: Managed various grants and loans
including the Facade Improvement Program and the Revolving Loan Program. For
approved loans, created all loan closing documents, provided long term monitoring and
mentoring, handled invoicing, accounts receivable, job data collection and fulfilling State,
Federal and Local reporting requirements.

° Partnerships: Partnered with various City departments, elected officials, local businesses,
Chamber of Commerce and state organizations to promote City’s economic development.

° Planning and Economic Development Strategies: Work with agencies such as the
Chamber of Commerce, Manchester Development Corporation and Manchester Arts
Commission to create strategies to implement various projects such as an affordable
housing strategy, a downtown and gaslight district plan, economic development strategy
and a case study for bicycle trails. Secured a $400,000 grant for Brownfields remediation
efforts . Secured funds in the amount of $100,000 for the installation of three public
sculptures. Lead the initiative to create an arts and culture economic impact strategy.

March 1999 — October 2009 City of Manchester - Department of Planning and Community Development
Planner IT

e Neighborhood Planning - Led the City’s first neighborhood planning effort with various
city departments, residents and business owners in creating and implementing
revitalization strategies in neighborhoods. These included efforts to redevelop the
Rimmon Heights Neighborhood, partnering with the Health department in the Healthy
Living Active Living and Safe Routes to School projects, partnering with the local police
department in their Weed and Seed strategy area. Participated in design review within
design districts and managed the City’s fagade improvement program by providing
technical assistance and matching grant funds for small businesses.

e Downtown and Arena Area Planning: Worked to develop a new downtown plan for the
City of Manchester, led a team in the development of the gaslight district design
guidelines, and created new zoning ordinances.

e Citywide Plans — Lead initiatives or assisted department staff on various citywide plans
including the City’s Master Plan, wayfinding, bicycle planning, safe routes to school, and
5-year plan for allocating federal resources.

e Management of Federal and Local Grant Programs: Monitoring and administrating
federal and local funds granted to 40 local non-profits and departments; preparation of
federal reports and annual plans such as the Action Plan and the Consolidated Plan.
Management of IDIS system. Conducted public hearings related to grant funds.

Certificates:

Computer skills:

Boards:

References:

Economic Development Finance Professional Certificate through National Development
Council

Microsoft Word, Excel, Access, PowerPoint, Beginner GIS, Various Grants Management
Database Systems

Current Advisory Boards —- The Way Home, NH Creative Communities Network.

Past Advisory Boards and committees - Manchester Community College, PeopleFest NH,
Sisters of Holy Cross Refugee Learning Center, Manchester MOVES, New Hampshire
Citizens for the Arts, Healthy Eating Active Living Committee, Safe Routes to School,
and Weed and Seed

Member of The Union Leader’s 40 under 40 Class of 2011.
Leadership New Hampshire Class of 2016

Available upon request

THE CITY OF NASHUA “the Cate City’

Financial Services

Purchasing Department

April 11, 2019
Memo #19-142

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT FOR LEGAL COUNSEL SERVICES FOR NMTC (VALUE: $56,500)
DEPARTMENT: 183 ECONOMIC DEVELOPMENT; FUND: PERFORMING ARTS CENTER

Please see attached communication from Tim Cummings, Director of Economic Development dated April
3, 2019 for the information related to this purchase.

§ 5-83. Professional services. In the purchase of accounting, architectural, auditing, engineering, legal,
medical and ambulance services and purchases of independent professional consultant services for
personnel, data processing, actuarial, planning, management and other comparable purchases
competitive bidding shall not be required. Competitive bidding is required in the procurement of insurance
agents and consuitants.

The Director of Economic Development and the Purchasing Department recommend approval of this
contract in an amount of $56,500 to Drummond Woodsum Attorneys at Law of Portland, ME.

Res Hil

Dan Kooken
Purchasing Manager

Cc: T Cummings J Graziano

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