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20.

21

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 Professional Consultant 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 Professional Consultant's expense, by Professional Consultant to the City
of Nashua upon completion, termination, or cancellation of this contract. Alternatively, if
the City of Nashua provides its written approval to Professional Consultant, 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 Professional Consultant in the performance
of its obligations under this contract must be retained by Professional Consultant for a
minimum of four years after final payment is made and all other pending matters are closed.
If, at any time during the retention period, the City of Nashua, in writing, requests any or
all of the materials, then Professional Consultant shall promptly remit and deliver the
materials, at Professional Consultant's expense, to the City of Nashua. Professional
Consultant shall not use, willingly allow or cause to have such materials used for any
purpose other than the performance of Professional Consultant's obligations under this
contract without the prior written consent of the City of Nashua.

. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Consultant expressly

agrees that all documents ever submitted, filed, or deposited with the City of Nashua by
Professional Consultant (including those remitted to the City of Nashua by Professional
Consultant 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 Professional Consultant 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 Professional Consultant. The City of Nashua shall
have the right to reproduce any such materials.

Professional Consultant 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. Professional Consultant 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 Professional Consultant infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Consultant infringes any
patent.

GC 10 of 13

22.

23.

24.

25.

26.

Professional Consultant 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. Notwithstanding any of the foregoing, any use of Architect’s
Instruments of Service without the professional involvement of Architect shall be at the
sole risk without liability to Architect.

FINAL ACCEPTANCE Upon completion of all work under the contract, Professional
Consultant 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 Professional Consultant in writing that
the whole of the work was completed on the date indicated in the notice or provide
Professional Consultant with a written list of work not completed. With respect to work
listed by the City of Nashua as incomplete, Professional Consultant shall promptly
complete the work and the final acceptance procedure shall 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 Professional Consultant 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 deductions required by law. The contract sum and agreed variations to it shall
include all taxes imposed by law. Professional Consultant 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.

PROHIBITED INTERESTS Professional Consultant 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. Professional Consultant 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 Professional Consultant. If any such
interest comes to the attention of Professional Consultant at any time, a full and complete
disclosure of the interest shall be immediately made in writing to the City of Nashua.
Professional Consultant 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. Professional
Consultant 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

GC 11 of 13

27.

28.

29.

30.

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 Professional Consultant (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, Professional Consultant shall refund to
the City of Nashua any profits realized under this contract, and Professional Consultant
shall be liable 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.

Professional Consultant warrants that no gratuities (including, but not limited to,
entertainment or gifts) were offered or given by Professional Consultant 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 Professional
Consultant, 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 Professional Consultant.

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 Professional Consultant. 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.

GC 12 of 13

31. 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 13 of 13

Exhibit B
MARVEL

Schedule

Months

Task |Dec'21 Jan'22 Feb Mar Apr May

>
Preparatory Work ¢

+—— Kick-off Meeting

Z
“hs ? ¢ Ca
Initial Engagement { T
Lo

Concept Plans

Follow up Engagement | T

Preferred Plan

Review by Client

. . Final Report Pre
Final Delivarable P P mz:

+—— Final Presentation

Bi-weekly Meetings (¢—-@—@ —@—O@— O— O—_ O©— O— O— O—O>

Task Plan

Exhibit B

Task

1 Preparatory Work
Kick-off meeting

Existing Documents Collection & Review

MTG

Review Previous Infrastructure Asessments

Comparable Projects
Progress Meeting
Site Visit + Meeting

Market Analysis/Benchmarking/Funding Sources

Marvel F&T BJH Havey

Total

Approx. Hours

Marvel

Total

Fee

$5,000 $4,000 $5,000

$14,000

50

140

2 Intial Engagement
Stakeholder Identification and Contact
Process Overview Presentation-Zoom
Online survey #1
Pop-up
Public Meeting #1
Fee

$10,000

$10,000

90

90

3 Concept Plans
Program Options
Option Selection
Option Development
Cost Estimate

Fee

$20,000 $4,000 $5,000

$29,000

180

270

4 Follow Up Engagement
Process Overview Presentation-Zoom
Online survey #2
Pop-up
Board of Alderman Presentation
Public Meeting / Town Hall #2

Fee

$10,000

$10,000

90

90

5 Preferred Plan
Develop Preferred Plan
Cost Estimate
Proforma and Memo

Fee

$20,000 $4,000 $10,000 $10,000

$44,000

180

390

6 Final Deliverable
Final Presentation
Final Report

|Fee

$5,000 $3,075

$8,075

50

70

[Total Fee

$70,000 $15,075 $15,000 $15,000

$115,075

Reimbursables

Meetings

Virtual

$3,219 $1,206 $500

Responsibilities
primary role
supporting role

$4,925
$120,000

City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

October 27, 2021
Memo #22-184

TO: Mayor Donchess
Finance Committee

SUBJECT: Architectural Design/Streetscaping of West Pear! Street in the amount not to exceed
$100,000 funded from accounts 53142 Consulting Services/Downtown Improvement
Committee & Economic Develooment Escrow

Please see attached communications from Tim Cummings, Director of Economic Development, dated
October 25, 2021 for project specific details related to this purchase. Below please find a summary of the
purchase approval request:

Item: Phase 1 & 2 of the Architectural Design/Streetscaping along West Pear! Street to
include Preliminary Designs and Final Design work

Value: not to exceed $100,000

Vendor: Icon Architecture

Department: 183 Economic Development
Source Fund: 53142 Consulting Services/ Downtown Improvement Committee & Economic
Development Escrow Funds

Ordinance: Pursuant to NRO § 5-83 Professional Services (A) 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.

We recommend this bid to be awarded to the lowest total cost vendor who meets the specified
requirements. The Economic Development Division, and the Purchasing Department respectfully request
your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: T Cummings
J Graziano

The City of Nashua has brought together architects, performing arts center experts, community leaders, arts and
performance organizations, private performance oriented businesses, elected officials, and the broader
community to the conversation. The City and its consultants have produced a report and pian that indicate that

the 201 Main Street Building (formerly Alec's Shoes) would be the best site, and that an audience size of $00-700

is the right fit for the region.

At this time, the City is working through the process of approval for a bond measure for this project. The total
amount of the bond is $15.5 million. This bond will support both purchasing the building, and the construction
and fit up for this modern venue. In addition, project organizers will also have to raise $4 million from private
donations to make the project possible and most importantly - truly feasible. These private funds will ensure an

endowment that will produce substantial revenue, and offset the cost of ongoing operations of the project.

We, the undersigned, petition the Nashua, NH Board of Aldermen to unanimously vote yes on the passage of

legislation relative to bonding the proposed Performing Arts Center at a meeting of the full Board of Aldermen

at 7 pm on Tuesday, September 12th.
wo} .
Name: WR AE of Lee Ce Yrclhl

Home address: 4f A bf 2 Chach Acacdl, Ward Number
bit €Sa??, SOF € D363 4

RSA 456-B:1, Ill, B:2, I

State of New Hampshire,
af a fy f)
of I
Signed. and Doe ote peters me on the + day ofvs de ie
we a o pen v
oo Nae fete 20K “rmnew (Name (Ss) of persons making statement).
7 =

“Woon ¢ Littfs

(signature of notarial officér)

(Seal, if any)

Z
ae,
,

Or iy

Mor neN &
ns A

Notary Public, State of New Hampshire

My commission expires oft; 2015

THE CITY OF NASHUA “The Cate City

Office of Economic Development

TO: James Donchess, Mayor
FROM: Tim Cummings, Economic Development Director
Date: October 25, 2021

RE: Approval of West Pearl Street Streetscaping Design Contract

I am writing to seek approval to enter into a design contract for streetscaping along West Pearl

Street.

As you may know, the Performing Arts Center is currently under construction and originally the
vision included some streetscaping and infrastructure upgrades along West Pearl Street,
however, a decision was made early on to value engineer some of these external infrastructure

improvements out of the project in an effort to contain the project cost.

This does not negate the need to improve West Pearl Street; to that end, the Downtown
Improvement Committee has prioritized this project and has set aside $50,000.00 to begin
designing an improved West Pearl Street. This coupled with the previously escrowed figure of
$50,000 phases 1 and 2 can proceed. Phase 1 and 2 is essentially Preliminary Design and Final
Design work. A third phase for construction administration would be necessary once the project

goes under construction.

Under NRO 5-83, we will be utilizing the same design team currently under contract for the
Performing Arts Center. They have a unique understanding of the area due to the considerable
amount of time they have already spent on West Pearl Street and can act expeditiously to

produce design plans.

THANK YOU.

229 Main Street, Suite 234 * Nashua, New Hampshire 03060 * Phone (603) 589-3070

CONTRACT FOR PROFESSIONAL SERVICES

TITLE

A CONTRACT BETWEEN

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

ICON ARCHITECHURE
NAME AND TITLE OF PROFESSIONAL CONSULTANT

101 SUMMER ST. BOSTON, MA 02110
ADDRESS OF PROFESSIONAL CONSULTANT

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

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

WHEREAS, Professional Consultant 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

AG1 of 4