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ae ‘ THE CITY OF NASHUA "The Gate City"

Financial Services

Purchasing Department

September 1, 2016
Memo #17-041

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT AWARD FOR BURKE STREET — PROGRAMMING AND CONCEPTUAL
DESIGN (VALUE: $144,509)
DEPARTMENT: 129 BUILDINGS; FUND: CITY BUILDINGS EXPENDABLE TRUST

Please see the attached communication from Lisa Fauteux, Director of Division of Public Works dated
August 25, 2016 for the information related to this purchase.

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.

The Director of Division of Public Works, Board of Public Works (8/25/2016 meeting) and the Purchasing
Department recommend the award of this contract in an amount of $144,509 to HTK Architects, Inc. of
Somerville, MA.

Respectfull
: 1 Kile :

/Dan Kooken
Purchasing Manager

Ce: L Fauteux J Griffin

229 Main Street » Nashua, New Hampshire 03061 « Phone (603) 589-3330 « Fax (603) 589-3344

To:

From:

Re:

B. Motion:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: August 25, 2016

Lisa Fauteux, Director
Administration Department

Burke Street — Programming and Conceptual Design

To approve the contract with HKT Architects, Inc. of Somerville, MA in the amount
of $144,509.25 for the programming and conceptual design of the Burke Street
facility. Funding will be through Department: 129 Buildings; Fund: City Buildings
Expendable Trust.

In order to be able to estimate project costs with reasonable confidence, several
programming and investigation tasks must be performed by the architectural team.

Overall space use will be evaluated to prepare a conceptual floorplan to serve as a
basis for the programming estimate.

Existing structural components will be measured and analyzed to determine the extent
to which structural modifications may be needed to comply with current building code
requirements.

A conceptual site plan will be prepared to provide a basis for estimating site costs.
The architectural team’s cost estimator will prepare a conceptual cost estimate of the

entire program based on the programming, investigation, conceptual design and
analysis performed.

CONTRACT FOR PROFESSIONAL SERVICES

BURKE STREET — PROGRAMMING AND CONCEPTUAL DESIGN

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019
AND

HKT ARCHITECTS, INC.
and its successors, transferees and assignees (together “Professional Engineer”)
NAME AND TITLE OF PROFESSIONAL ENGINEER

35 MEDFORD STREET SOMERVILLE, MA 02143
ADDRESS OF PROFESSIONAL ENGINEER

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

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

WHEREAS, Professional Engineer 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, Professional Engineer 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.

AG 1 of 3

3. PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work within the
time periods set forth and 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. Professional Engineer shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City
of Nashua.

4, COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to exceed
ONE HUNDRED FORTY-FOUR THOUSAND FIVE HUNDRED NINE and 25/100 Dollars ($ 144,509.25)

which, unless otherwise provided in this contract, shall be paid in accordance with the provisions of
Exhibit B or unless Professional Engineer has received a written exemption from the City of Nashua.
Professional Engineer shall submit monthly requests for payment for services performed under this
agreement directly to

City of Nashua

Attn: Accounts Payable

PO Box 2019

Nashua, NH 03061-2019

Atten: Lisa Fauteux, Director Div. of Public Works

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, Professional Engineer 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 Engineer. The City of
Nashua will pay Professional Engineer 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 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:

AG 2 of 3

CITY OF NASHUA REPRESENTATIVE:

Division of Public Works, Administration
Lisa Fauteux, Director

9 Riverside Street

Nashua, NH 03062

REPRESENTATIVE:

HKT Architects, Inc.

Janet Slemenda, AIA Principal
35 Medford Street

Somerville, MA 02143

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 Engineer 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)

James Donchess, Mayor
(Printed Name and Title)

Date

AKT Architects, Inc (signature)

(Printed Name and Title)

Date

AG 3 of 3

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER 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
NONDISCRIMINATION

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
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, "Professional Engineer”, and its
successors, transferees and assignees (together “Professional Engineer”) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors

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

Professional Engineer 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
Professional Engineer to perform work under this contract. Approved key personnel shall not be
taken off of the project by Professional Engineer without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Engineer 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.

GC 2 of 11

4. 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 Engineer, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

5. 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, cr cost of Professional Engineer's
performance under the contract. Professional Engineer 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 Engineer should proceed with any or all of the
proposed change. If the change causes an increase or a decrease in Professional Engineer'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 Engineer for
adjustment under this clause shall be asserted in writing within 30 days of the date the City of
Nashua notified Professional Engineer of the change.

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

Except as provided in this paragraph, Professional Engineer 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.

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Professional Engineer in the performance of its work under this contract and that such
personnel will be available to Professional Engineer 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 Engineer 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
Engineer also agree to attend all meetings called by the City of Nashua or Professional Engineer
to discuss the work under the Contract, and that Professional Engineer may elect to conduct and
record such meetings and shall later distribute prepared minutes of the meeting to the City of
Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Engineer 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 Engineer. All future questions Professional Engineer 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 Engineer's question or position. The City of Nashua representative shall render a

GC 3 of I1

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
Engineer prior to having received the City of Nashua's resolution shall be at Professional
Engineer's risk and expense. At all times, Professional Engineer 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 Engineer 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 Engineer 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 Engineer
shall:

Immediately discontinue work on the date and to the extent specified in the notice.
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.

Noe

In the event of a termination, abandonment, or suspension at will, Professional Engineer shall
receive all amounts due and not previously paid to Professional Engineer 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 Professional Engineer in the event of a failure by Professional
Engineer 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. Professional Engineer shall be given an
opportunity for consultation with the City of Nashua prior to the effective date of the termination.
Professional Engineer may terminate the contract on 10 calendar days written notice if, through
no fault of Professional Engineer, the City of Nashua fails to pay Professional Engineer 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, Professional Engineer 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.

GC 4 of 11

Board of Aldermen Page 23
September 27, 2016

Alderman Clemons

With respect to your clairvoyance in how the vote is going to turn out, | think that it would be a colossal
waste of time to send this back to committee and the reason that | say that is because your 8 to 7
clairvoyance isn’t going to change because the fact of the matter is that what the people in the audience
want and what the organizations who represent, who by the way, when is the last time you have seen St.
Joseph’s Hospital, the Chamber of Commerce, One Greater Nashua, the Adult Learning Center, the
United Way, the library, the Cultural Connections Committee, churches and other organizations get
together behind a single piece of legislation and come before us and say please pass this and we are
going to vote 8 to 7 no? That’s ridiculous and you are wasting their time if you send it back to committee
because we are not going to agree 100% on the Welcoming America Initiative so we should either vote it
up or vote it down tonight.

Alderman Siegel

My remarks probably won’t get any applause. | honestly would love to go through this but again, | feel
very strongly that this is not the place for it. | don’t want to see this go back to committee but | actually
think the Alderman McCarthy is pretty insightful; however this passes it should be pretty much
unanimous. It won't be if we try to jack this. To waste time at the full Board instead of doing that before
committee where we can have an interactive discussion is crazy. | think we should just vote on sending
it to committee and | would recommend that we do send it to committee. And, this idea by the way, that
somehow this represents everybody and everybody’s opinion, again, has everybody done the same
amount of research? | can guarantee not. I’m sorry, | think it's wonderful that people have come out and
| wish that they would come out for frankly more substantive things like the budget or the pension gap
that we have. Come out for that; that would be helpful. Other than that, this should go back to
committee if you really want to have a substantive discussion because there is no time urgency. The
time window has passed for the Welcoming America Initiative week and that was said in committee.
That’s why the compromise came about to begin with, there didn’t seem to be any benefit, it didn’t
matter. The week had passed and the city wasn’t going to commit any resources so what was the point?
It made a lot of sense. Alderman Caron initially suggested the compromise and it sounded good to me
but again, we have a different motion before us but it should go back to committee.

Alderman LeBrun

Why do we feel so intensely that for whatever reason that we have to come under the umbrella of an
organization when we can simply resolve this by the Mayor putting out a proclamation which would
proclaim Nashua as a Welcoming City? Why did we need an organization to tell us how to do that?

Alderman Dowd

Normally if additional information could come forward and be more enlightening, | would more than
willing to send it back to committee. | happen to have attended the committee meeting but | wasn’t a
voting member but | was listening. Quite frankly, from the discussion that happened that evening with
the voting members of that committee, | don’t see the result changing so it’s going to come back to the
full Board again. | would prefer that we take some type of action tonight and | agree that it should be 15
to 0 with the Welcoming Initiative but | don’t see where anybody in other cities has been negatively
impacted by doing this. I’ve heard no mention of anything that was adversarial to Manchester or any
other city that has adopted it. If it is up to me | would say let’s vote on the amended legislation and if it
doesn’t pass then we vote on the legislation that came from the committee which | assume would pass
but maybe not. | think we ought to at least vet those this evening.