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17.

18.

19.

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, Professional Consultant's attention is directed to
“Title 41“Public Contracts and Property Management” C.F.R. Subtitle B “Other
Provisions Relating to Public Contracts” Section 60 “Office of Federal Contract
Compliance Programs, Equal Employment, Department of Labor” which, by this
reference, is incorporated in this contract.

Professional Consultant 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 Professional Consultant under this
contract.

In connection with the performance of work under this contract, Professional Consultant
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.

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

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Consultant
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 Professional Consultant 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,

GC 9 of 13

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.

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
not disclosed to the City of Nashua, it may terminate the contract at will or for cause in
accordance with paragraph 8.

GC 11 of 13

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28.

29.

30.

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

ICON

ARCHITECTURE

101 SUMMER ST
BOSTON MA
02110

ICONARCH.COM
617.451.3333

Exhibit B

Tim Cummings

Director of Economic Development
City of Nashua

229 Main Street

Nashua, NH 03061-2019

October 26, 2021

Dear Tim,

Please find attached our landscape architecture and civil engineering proposals for
redesigning West Pearl Street from Main Street to Walnut Street. Our proposed fee
includes ICON’s design and construction documents oversight and participation in up
to five public meetings. The fee of $100,000 is structured in two phases. Construction

Administration will be a third phase and is not included in this proposal.

PHASE 1: Preliminary Design

ICON Architecture $6,000
Gregory Lombardi Design - Streetscape $20,400
Rist Frost Shumway - Civil Engineering + Overhead $23,600
Utility Relocation

Total $50,000
PHASE 2: Design Documents

ICON Architecture $6,000
Gregory Lombardi Design - Streetscape $28,000
Rist Frost Shumway - Civil Engineering + Overhead $16,000
Utility Relocation

Total $50,000

The Architect shall be compensated pursuant to a "Lump Sum" amount agreed to by
the Architect and the Owner. From the Notice to Proceed, the fee will be invoiced
monthly on a percent complete basis. Meetings and/or site visits beyond those
identified in this proposal will be an Additional Service based on the hourly rates
attached hereto. Expenses (printing, parking & travel) are reimbursable at a rate of 1.1

times the actual cost.

Please let me know if this is acceptable. We anticipate that construction documents

completed by mid-December.

Sincerely,

an

Ned A. Collier AIA, LEED AP
Principal | Vice President

Copy: Janice Marinello, Mark McKevitz

ICON ARCHITECTURE 101 SUMMER ST BOSTON MA 02110 617.451.3333 ICONARCH.COM

BILLING RATES

Hourly billing rates are effective January 1, 2021 and subject to change annually.
The hourly fee schedule for professional services performed on a Time and
Expense basis is as follows:

Billing Rates 2021
Principal III $335.00
Principal lI $250.00
Associate Principal || $205.00
Associate Principal | $185.00
Senior Project Manager || $170.00
Senior Project Manager | $160.00
Project Manager $150.00
Licensed Professional III $140.00
Licensed Professional II $120.00
Licensed Professional | $110.00
Professional III $135.00
Professional II $115.00
Professional | $100.00
Technical/Drafter S 90.00
Admin S 75.00
Intern S 65.00

Expenses

Expenses including reproduction, postage and delivery, telephone, model
supplies and travel are billed at our cost plus 10 percent.

Board of Aldermen — 9/12/17 Page 49
Alderman Wilshire

| am disappointed tonight that the arts thing didn’t pass, but | do appreciate the efforts of my colleague,
Alderman Clemons, in getting it to the voters. Hopefully we have success there. | want to thank you,
Alderman Clemons, for doing that.

Alderman Schoneman

| forgot to make one announcement. This Saturday at the airport is the Wings and Wheels event. It was
postponed from a previous, a rain date. That’s this Saturday if folks want to come out and see trucks and
touch a truck and touch a plane too. It’s this Saturday at the Nashua Airport. | think it is at 10 o’clock.

President McCarthy

| have to say with regard to the remarks about the Daniel Webster College election, | just don’t see any way we
could have done the due diligence that’s required in the three to four weeks there is until the auction. We don’t
have and won't have a Phase | Environmental Assessment as to whether there’s any hazardous materials on
the property we’d have to remove. Based on the age of the college, | would bet that there are. We don’t have
the architectural information about what’s snow loads, any or all of the buildings were built to, and while they
are currently in use, many of our school buildings and the building on Burke Street are in use that do not
handle the correct snow loads which is why we would have had to tear down the Burke Street building. In
three weeks we’re not going to have that information, and we certainly not going to have it without hiring
professional to generate some of it. To me, it’s a case of if the auction were next summer, maybe we could go
think about it. On the day of the auction, we have to commit to buying the property. That’s four weeks away. |
just can’t see how we could get that done. Nothing has shown me something we would do there that we can’t
do better somewhere else. Additionally, the college paid $680,000 in taxes last year. If we buy it, that revenue
goes away. That’s the equivalent of having another $8 million in debt when one looks at the bottom line of the
budget. | just can’t see a path that would get us there. This is not debate, Alderman Cookson, but go ahead.

Alderman Cookson

Thank you. | wanted to thank you for your comments, Alderman McCarthy.

President McCarthy

You're welcome.

Alderman Cookson

| shared the proposed resolution on August 28". | have heard zero from you with regard to the idea since
then. | took your suggestion, Alderman McCarthy, that evening to present a request to corporation counsel to

write a bond resolution so we could have a public hearing, so we could look into it, but | appreciate your
comments this evening. It would have been helpful prior to tonight.

President McCarthy

Alderman Cookson, | do not have to help someone advance an idea | do not believe in. | gave you all the
advice as the President of the Board that you needed in telling you that there had to be the bond resolution.
By telling you that, | never said | would support it.

Alderman Cookson

| never asked you to support it.

City of Nashua

Purchasing Department (603) 589-3330
Administrative Services Division Fax (603) 594-3233
229 Main Street - Nashua, NH 03060 burchasina@nashuanh.aov
To: Mayor Donchess
Finance Committee
From: Kelly Parkinson, Purchasing Manager
Date: October 27, 2021
Re: Change Order for Nashua Conservation Commission Technical Assistance Contract

In accordance with O-14-011, communication of amendments to contracts, this memo is to inform the
Finance Committee of a subsequent change order to the request from the Community Development
Division for a project change order from Nashua Regional Planning Commission (NRPC) of Nashua NH.

The original contract price in the amount of $10,000 was approved by the Board of Aldermen on December
8, 2020 (R-20-095).

The Community Development Division has requested a change to the contract term to extend from
December 31, 2021 to June 30, 2022. There is no request for additional funding at this time.