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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

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NEW BUSINESS — RESOLUTIONS

R-17-125
Endorser: Mayor Jim Donchess
ESTABLISHING THE USE OF FUND BALANCE FOR TAX RATE

R-17-126
Endorser: Mayor Jim Donchess
ESTABLISHING AN EXPENDABLE TRUST FUND TO ACCEPT DONATIONS FOR THE
ARLINGTON STREET COMMUNITY CENTER

R-17-127
Endorser: Mayor Jim Donchess
RELATIVE TO THE SUPPLEMENTAL APPROPRIATION OF $500,000 OF UNANTICIPATED
REVENUE TO THE HYDROPOWER RESERVE FUND FOR THE PURPOSE OF REPAIRING
THE TURBINE AT THE JACKSON MILLS DAM

R-17-128
Endorser: Alderwoman Mary Ann Melizzi-Golja
AUTHORIZING THE MAYOR TO ENTER INTO THE COOPERATIVE AGREEMENT FOR
HOUSEHOLD HAZARDOUS WASTE COLLECTION WITHIN THE NASHUA, NEW HAMPSHIRE
REGION

R-17-129
Endorser: Alderman-at-Large Mark S. Cookson
FOR THE CITY TO RESEARCH THE FEASIBILITY OF PURCHASING THE FORMER DANIEL
WEBSTER COLLEGE PROPERTY LOCATED AT 20 UNIVERSITY DRIVE

R-17-130
Endorser: Alderman-at-Large Mark S. Cookson
AUTHORIZING THE MAYOR AND CITY TREASURER TO ISSUE BONDS NOT TO EXCEED
THE AMOUNT OF TWENTY-THREE MILLION NINE HUNDRED FIFTY-FIVE THOUSAND DOLLARS
($23,955,000) FOR THE PURCHASE OF THE FORMER DANIEL WEBSTER COLLEGE PROPERTY
LOCATED AT 20 UNIVERSITY DRIVE

NEW BUSINESS — ORDINANCES

O-17-042
Endorser: Alderman Tom Lopez
AUTHORIZING STOP SIGNS ON NORTH SEVENTH STREET AT ITS INTERSECTION WITH
GRAND AVENUE

O-17-043
Endorser: Alderman Tom Lopez

RESCINDING THE AUTHORIZATION FOR PARKING METERS ON THE NORTH SIDE OF EAST
PEARL STREET BETWEEN QUINCY STREET AND HOLMES STREET

O-17-044
Endorsers: Alderman-at-Large Lori Wilshire
Alderman June M. Caron
REVISIONS TO THE CITIZENS ADVISORY COMMISSION FOR COMMUNITY GRANTS
PERIOD FOR GENERAL PUBLIC COMMENT
REMARKS BY THE MEMBERS OF THE BOARD OF ALDERMEN

Committee announcements:

ADJOURNMENT

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

DESCRIPTION OF WORK: SEE ATTACHED

3. PERIOD OF PERFORMANCE. Professional Consultant shall perform and complete all work by 2-28-22

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. Professional Consultant shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City
of Nashua.

4. COMPENSATION. Professional Consultant agrees to perform the work for a total cost not to exceed

($100,000.00 )

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

Unless Professional Consultant has received a written exemption from the City of Nashua, Professional
Consultant 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 Professional Consultants right to payment as the City of Nashua may reasonably require.
Professional Consultant shall submit monthly requests for payment for services performed under this
agreement shall be submitted as follows:

>» Electronically via email to VendorAPInvoices@ NashuaNH.gov

OR
> Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

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Please_do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua requires
that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

Requests for payment shall be submitted no later than fifteen (15) days after the end of each month and
must include a detailed summary of the expenditures reported in a form that supports the approved budget.
Specifically, Professional Consultant agrees to provide the following with each request for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order number, a listing
of personnel hours and billing rates, and other expenditures for which payment is sought.

2. A progress report. The report shall include, for each monthly reporting period, a description of
the work accomplished, problems experienced, upcoming work, any extra work carried out, and a
schedule showing actual expenditures billed for the period, cumulative total expenditures billed
and paid to date under the contract, and a comparison of cumulative total expenditures billed and
paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Professional Consultant. The City of
Nashua will pay Professional Consultant within 30 days of approval by the City of Nashua of the submitted
invoice forms and progress reports. The City of Nashua will make no payments until the invoice forms
and progress reports have been submitted and approved.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until executed 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: PROFESSIONAL CONSULTANT REPRESENTATIVE:

James Donchess Ned Collier — ICON Architecture
229 Main St 101 Summer St
Nashua, NH 03060 Boston, MA 02110

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 Professional Consultant may change the address or representative by giving written
notice to the other party.

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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) (signature)

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

Date Date

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Nn wWw FY HN YF

EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL CONSULTANT STATUS
STANDARD OF CARE

CIry OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK

CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR

DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING

Ciry INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON- WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE
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1.

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Professional Consultant”, and its
successors, transferees and assignees (together “Professional Consultant”) includes any of
the Professional Consultant's consultants, sub consultants, contractors, and subcontractors

PROFESSIONAL CONSULTANT STATUS The parties agree that Professional Consultant shall
have the status of and shall perform all work under this contract as a Professional
Consultant, 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 Professional Consultant, and nothing in this contract shall create any
contractual relationship between the City of Nashua and Professional Consultant's
consultants, sub consultants, contractors, or subcontractors. The parties also agree that
Professional Consultant 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 Professional Consultant 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 Professional Consultant shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed
under this contract. Professional Consultant 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 Professional Consultant 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, Professional Consultant 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 Professional Consultant'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
Professional Consultant shall not in any way relieve Professional Consultant 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 Professional Consultant'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 Professional Consultant shall be and remain
liable in accordance with the terms of the contract and applicable law.

Professional Consultant shall furnish competent and skilled personnel to perform the work
under this contract. The City of Nashua reserves the right to approve key personnel

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assigned by Professional Consultant to perform work under this contract. Approved key
personnel shall not be taken off of the project by Professional Consultant without the prior
written approval of the City of Nashua, except in the event of termination of employment.
Professional Consultant shall, if requested to do so by the City of Nashua, remove from the
job any personnel whom the City of Nashua determines to be incompetent, dishonest, or
uncooperative.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by
Professional Consultant, 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
Professional Consultant's performance under the contract. Professional Consultant shall
provide to the City of Nashua within 10 calendar days, a written proposal for accomplishing
the change. The proposal for a change shall provide enough detail, including personnel
hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able to
adequately analyze the proposal. The City of Nashua will then determine in writing if
Professional Consultant should proceed with any or all of the proposed change. If the
change causes an increase or a decrease in Professional Consultant'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 Professional Consultant for
adjustment under this clause shall be asserted in writing within 30 days of the date the City
of Nashua notified Professional Consultant of the change.

When Professional Consultant seeks changes, Professional Consultant 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 Professional Consultant should proceed with any
or all of the proposed change.

Except as provided in this paragraph, Professional Consultant shall implement no change
unless the City of Nashua in writing approves the change. Unless otherwise agreed to in
writing, the provisions of this contract shall apply to all changes. The City of Nashua may
provide verbal approval of a change when the City of Nashua, in its sole discretion,
determines that time is critical or public health and safety are of concern. Any verbal
approval shall be confirmed in writing as soon as practicable. Any change undertaken
without prior City of Nashua approval shall not be compensated and is, at the City of
Nashua's election, sufficient reason for contract termination.

CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will
cooperate with Professional Consultant in the performance of its work under this contract
and that such personnel will be available to Professional Consultant 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 Professional

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Consultant 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 Professional Consultant also agree to attend
all meetings called by the City of Nashua or Professional Consultant to discuss the work
under the Contract, and that Professional Consultant may elect to conduct and record such
meetings and shall later distribute prepared minutes of the meeting to the City of Nashua.

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Consultant 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 Professional Consultant. All future questions Professional Consultant 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 Professional Consultant'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 Professional Consultant prior to having
received the City of Nashua's resolution shall be at Professional Consultant's risk and
expense. At all times, Professional Consultant shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or
determination of the City of Nashua. Professional Consultant is responsible for requesting
clarification or interpretation and is solely liable for any cost or expense arising from its
failure to do so.

TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its
sole discretion, shall have the right to terminate, abandon, or suspend all or part of the
project and contract at will. If the City of Nashua chooses to terminate, abandon, or
suspend all or part of the project, it shall provide Professional Consultant 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, Professional
Consultant 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 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.

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