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2) THE CITY OF NASHUA ‘The Cate City”

Finanetal Services

Purchasing Department

November 28, 2019
Memo #20-063

TO: MAYOR DONCHESS
FINANCE COMMITTEE

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

Please see attached communication from Tim Cummings, Director of Economic Development dated
November 22, 2019 for the information related to this purchase.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall be
purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.

The Director of Economic Development and the Purchasing Department recommend award of this
contract in an amount of $437,653 to Vanasse Hangen Brustlin, Inc. (VHB) of Bedford, NH.

Dan Kooken
Purchasing Manager

Co: T Cummings J Graziano

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

28) THE CITY OF NASHUA “the Cate Cty

Economic Development

To: James Donchess, Mayor

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

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

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

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

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

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

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

Thank you.

CONTRACT FOR PROFESSIONAL SERVICES

RFQ0265-061219
DESIGN SERVICES & PROJECT MANAGEMENT
DOWNTOWN RIVERFRONT IMPLEMENTATION

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

AND

VANASSE HANGEN BRUSTLIN, INC. (“VHB”)

NAME AND TITLE OF SERVICE PROVIDER

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

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

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

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

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

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

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

The Contract represents the entire and integrated agreement between the parties and supersedes
prior negotiations, proposals, representations or agreements, either written or oral. Any other
documents which are not listed in this Article are not part of the Contract.

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

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

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work described.

3. PERIOD OF PERFORMANCE. Service Provider shall perform and complete all work with final
plans, [TBD]. . The time periods set forth 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. Service Provider shall begin performance upon receipt of the signed contract.

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

($437,653.00)

Unless Service Provider has received a written exemption from the City. Service Provider shail
submit 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, 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 will pay for work satisfactorily completed by Service Provider. The City will pay Service
Provider within 30 days of approval by the City of the submitted invoice forms and progress
reports. The City 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. Novices. 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:

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CITY REPRESENTATIVE: REPRESENTATIVE:

Tim Cummings Robin Bousa

Director of Economic Development Managing Director

Office of Economic Development Vanasse Hangen Brustlin, Inc. (“VHB”)
229 Main Street 2 Bedford Farms Drive, Suite 200
Nashua, NH 03060 Bedford, NH 03110

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 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) Vanasse Hangen Brustlin, Inc. (signature)
Jim Donchess, Mayor Robin Bousa, Managing Director
(Printed Name and Title) (Printed Name and Title)
Date Date

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS
DEFINITIONS

SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE

STANDARD OF CARE

CrTY REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY 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

FEDERAL SUBCONTRACTING REQUIREMENTS
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

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SURVIVAL OF RIGHTS AND OBLIGATIONS

SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

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GENERAL CONDITIONS

1. DEFINITIONS. Unless otherwise required by the context, "Service Provider” includes
any of the Service Provider's consultants, sub consultants, contractors, and subcontractors

2. SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE. The parties agree that Service Provider shall have the status
of and shall perform al! 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 and Service Provider, and nothing in this contract shall
create any contractual relationship between the City and Service Provider's consultants, sub
consultants, contractors, or subcontractors. The parties also agree that Service Provider is not a
City employee and that there shall be no:

(1) Withholding of income taxes by the City:

(2) Industrial insurance coverage provided by the City;

(3) Participation in group insurance plans which may be available to employees of
the City;

(4) Participation or contributions by either the Service Provider or the City to the
public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City;

(6) Unemployment compensation coverage provided by the City.

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:

Yanesse Hangen Brustlin, Inc. has entered into a contract with the City of Nashua to
perform work upon receipt of a Notice te 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.

3. 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.

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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 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 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 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'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 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, except in the event of termination
of employment. Service Provider shall, if requested to do so by the City, remove from the job any
personne! whom the City determines to be incompetent, dishonest, or uncooperative.

4, CITY REPRESENTATIVE. The City may designate a City 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 Representative.

5. CHANGES TO SCOPE OF WorK. The City 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 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 to be able
to adequately analyze the proposal. The City 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 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 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 to be able to
adequately analyze the proposal. The City 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

in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City may provide verbal approval of a change when the

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City, 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 approval shall not be compensated and is, at the City's election, sufficient reason
for contract termination.

6. CITY COOPERATION. The City 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 also agrees to
provide Service Provider with access to City 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 and Service Provider also agree to attend all meetings called by the City
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.

7. 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 in writing, and has concluded
that the City'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 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
representative shall render a decision within 15 calendar days. The City'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'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. 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.

8. TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City, 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 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:

Immediately discontinue work on the date and to 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 all orders or subcontracts to the extent they relate to the

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