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) THE CITY OF NASHUA “The Cate City’

Financial Services

Purchasing Department

February 27, 2020
Memo #20-085

TO: MAYOR DONCHESS
FINANCE COMMITTEE
SUBJECT: CONTRACT FOR DOWNTOWN PARKING STUDY (VALUE: NOT-TO-EXCEED

$83,900)
DEPARTMENT: 166 PARKING OPERATIONS; FUND: GENERAL

Please see attached communication from Tim Cummings, Directer of Economic Development dated
February 25, 2020 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 not to exceed $83,900 to Desman Design Management of Boston, MA.

Respectfully,

an Kooken
Purchasing Manager

Cc: TCummings J Graziano

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

(gs) THE CITY OF NASHUA “The Gate City’

Economic Development Division — Parking Department
Office of the Mayor

TO: Dan Kooken, Purchasing Manager
FROM: Tim Cummings, Director of Economic Development
DATE: February 25, 2020

SUBJECT: Downtown Parking Study (Value: $83,900.00)

The Economic Development Division is requesting approval to contract with Desman Design
Management, of Boston, Massachusetts for a parking study of downtown Nashua in the amount
not to exceed $83,900.00.

In response to the request for proposal, RFP0657-102419 City of Nashua Downtown Parking
Study that was released on September 24, 2019, the City received proposals from four firms.
All four firms were interviewed by a team of City personnel which consisted of members from
the Economic Development Division and Parking Department, Planning and Transportation
Departments, and a member from the Engineering Department. After a thorough review of the
proposals, interviews, and careful consideration the team recommended the selection of
Desman Design Management for the downtown parking study project.

The contract’s service area will encompass all metered, non-metered, and reserved on-street and
off-street parking in the downtown, to include, public and private parking lots, parking garages,
and on-street parking. Desman Design Management shall perform all work in accordance to the
attached contract including Exhibit A — General Conditions for Contracts along with all of the
services listed on Exhibit B — Scope of Services, Contract Time, and Fee Schedule. The project
will last approximately six months and is scheduled to be completed by September 30, 2020.

Thank You.

229 Main Street, Suite 234 * Nashua, New Hampshire 03060 « Phone (603) 589-3205

CONTRACT FOR PROFESSIONAL SERVICES

TITLE

A CONTRACT BETWEEN

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

DESMAN Design Management

and ifs successors, transferees and assignees
NAME AND TITLE OF SERVICE PROVIDER

18 Tremont Street, Suite 300 Boston, MA 02108

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--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 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 shalt 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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3, PERIOD OF PERFORMANCE. Service Provider shall perform and complete all work by September 30,

2020 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
Eighty-Three Thousand and Nine Hundred Dollars Dollars ($ 83.900 }

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 VendorAPlayoices a NashuaN Ll vo.
OR

> Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Pleasedonot 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:

i. 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 appreved 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.

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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:

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:
Andrew 5. Hill, Senior Assaciate
18 Tremont St. Ste. 300
Boston, MA 02108

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.
AHL
City of Nashua, NH (signature) DESMAN Design Managefhent (signature)
James Donchess, Mayor An ATT TE) Cave AG HELE. VP
(Printed Name and Title) (Printed Name and Titie) ,
————— __ 2-24-25
Date Date

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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
NONDISCREMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
TNSPOSITION 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.

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
répresentative for this contract, If designated, all notices, project materials, requests by Service

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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, inchiding 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 shalf 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 ali 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 ofa
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 personne! 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 te 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

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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. Ifthe City of Nashua choeses 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 shal] 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 te the extent specified in the notice.

2. 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.

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 shail 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.

2. 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,

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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.

C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City of
Nashua may take over the work and prosecute it to completion by agreement with another party
or otherwise. In the event Service Provider shall cease conducting business, the City of Nashua
shall have the right to solicit applications for employment from any employee of the Service
Provider assigned to the performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or
future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Service Provider's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within Service
Provider's control.

DISPUTE RESOLUTION The parties shall attempt to resolve any dispute related to this contract
as follows. Either party shall provide to the other party, in writing and with full documentation to
verify and substantiate its decision, its stated position concerning the dispute. Ne dispute shall be
considered submitted and no dispute shall be valid under this provision unless and until the
submitting party has delivered the written statement of its position and full documentation to the
other party. The parties shall then attempt to resolve the dispute through good faith efforts and
negotiation between the City of Nashua Representative and a Service Provider Representative.
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 or direction
of the City of Nashua. If the parties are unable to resoive their dispute as described above within
30 days, the parties may request that the dispute be submitted to the Board of Public Works for
resolution. If the parties are dissatisfied with the decision of the Board of Public Works, the
parties’ reserve the right to pursue any available legal and/or equitable remedies for any breaches
of this contract except as that right may be limited by the terms of this contract.

NO DAMAGES FOR DELAY Apart from a written extension of time, no payment, compensation,

or adjustment of any kind shall be made to Service Provider for damages because of hindrances
or delays in the progress of the work from any cause, and Service Provider agrees to accept in full

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