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§ 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the
Project among the Architect’s promotional and professional materials. The Architect shall be given reasonable
access to the completed Project to make such representations. However, the Architect’s materials shall not include
the Owner’s confidential or proprietary information if the Owner has previously advised the Architect in writing of
the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide
professional credit for the Architect in the Owner’s promotional materials for the Project. p--~

§ 10,8 Ifthe Architect or Owner receives information specifically designated by the other partyias “confidential” or
“business proprietary,” the receiving party shall keep such information strictly confidential and| shall not disclose it
to any other person except to (1) its employees, (2) those who need to know the content of such information in order |
to perform services or construction solely and exclusively for the Project, or (3) its consultants and-contiactors——————---rrmnnd
whose contracts include similar restrictions on the use of confidential information.

ARTICLE 11. COMPENSATION
§ 11.1 For the Architect’s Basic Services described under Article 3, the Owner shall compensate the Architect as
follows: a

(insert amount of, or basis for, compensation.) [- |

§ 11.2 For Additional Services designated in Section 4.1, the Owner shall compensate the Archjtect as follows:
(Insert amount of, or basis for, compensation. If necessary, list specific services to which perticular methods ©, a
compensation apply.)

§ 11.3 For Additional Services that may arise during the course of the Project, including those under Section® 43, “the,

Owner shall compensate the Architect as follows:
(Insert amount of, or basis for, compensation.)

at 14.4 “hall be the an for Additional Services of the Architect's consultants when not included in Sections $ Th: aor
i viittechoy percent ( ie %), or as otherwise stated below ~

Schematic Design Phase percentl BaveveGeely, | fo) ee { Deleted:

Design Development Phase percent{ 29) eu ern ed
Construction Documents Phase percent {__ | { Deleted:
Construction Phase percent{ Hgaawomy . af Deleted:
| Total Basic Compensation one hundred percent( 10H) { Deleted:
a ~~ { Deleted:

The Owner acknowledges that with an accelerated Project delivery, multiple bid package process; or Construction
Manager as constructor project delivery method, the Architect may be providing its services i'm tiple Phases ~~~ t,
simultaneously. Therefore, the Architect shall be permitted to invoice monthly in proportiog to sérvices performed — *, ‘
in each Phase of Services as appropriate.

§ 11.6 When compensation is based on a percentage of the Cost of the Work and any pomeps sdf the Project are
deleted or otherwise not constructed, compensation for those portions of the Project shall b' payable to the extent
services are performed on those portions, in accordance with the schedule set forth in Seotin ITS based on (1) tic™
Owner-accepted Guaranteed Maximum Price Amendment or Control Estimate, as applicable, or.(2)--the-—-——--- on
Guaranteed Maximum Price proposal or Control Estimate has not been accepted by the Owner, the most recent

LY

AIA Documant B133™ ~- 2014. Copyright © 2014 by The American Institute of Architects. ALL rights reserved. WARNING: This ATA® Document is
protected by U.S. Copyright Law and International Treaties, Unauthorized repreduction or distribution of this ALA” Document, of any

portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maxiimim extent possible under the law. 20
This draft was produced by AIA software at 12:43:58 on 07/15/2016 under Order No, 1575871642 _1 which expires on 02/08/2017, and is not for
resale.

Usex Notes: (1146770772)

estimate of the Cost of the Work prepared by the Construction Manager for such portions of the Project. The
Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or
not the Construction Phase is commenced.

§ 11.7 The hourly billing rates for services of the Architect and the Architect’s consultants, if any, are set forth
below. The rates shall be adjusted in accordance with the Architect’s and Architect’s consultants’ normal review
practices. "?

(ff applicable, attach an exhibit of hourly billing rates or insert them below.) i

Rate ($0.00) i

§ 11.8 Compensation for Reimbursable Expenses
§ 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Servi
expenses incurred by the Architect and the Architect’s consultants directly related to the Project,
1 Transportation and authorized out-of-town travel and subsistence;
2 Long distance services, dedicated data and communication services, teleconterences, Project
sites, and extranets;
Fees paid for securing approval of authorities having jurisdiction over the Projedt;
Printing, reproductions, plots, standard form documents;
Postage, handling and delivery; a
Expense of overtime work requiring higher than regular rates, if authorized in advance by the Ow Owner; :
Renderings, models, mock-ups, professional photography, and presentation materials ee by Poa a
the Owner; ‘
8 Architect’s consultants’ expense of professional liability insurance dedicated exclusively i
Project, or the expense of additional insurance coverage or limits if the te such ch 4

N& tn Re

i

insurance in excess of that normally carried by the Architect’s consultants; C | i

9 All taxes levied on professional services and on reimbursable expenses; — i |
0 Site office expenses; and Og ma | i
1 |~ Other similar Project-related expenditures. ae -

| Deleted:
§ 11.8.3 If the insurance requirements listed in Section 2.6 exceed the types and limits the Ar fect normally e a
maintains and the Architect incurred additional costs to satisfy such requirements, the Own¢ shaf{ reir imtours pe rs Sos
Architect for such costs as set forth below: :
§ 11.9 Compensation for Use of Architect’s Instruments of Service i sameness
If the Owner terminates the Architect for its convenience under Section 9.5, or the Architect terminates this | :
Agreement under Section 9.3, the Owner shall pay a licensing fee as compensation for the s-continued-use-of
the Architect’s Instruments of Service solely for purposes of completing, using and maintaining the Project as
follows: ornare ea
onows a a
§ 11.10 Payments to the Architect

| §11.40.1 An initial payment o Deleted:
minimum payment under this Agreement. it shall be credited to the Owner’s account in thelf
§ 11.10.2 Unless otherwise agreed, payments for services shall be made monthly in proporti

| Payments are due and payable upon presentation of the Architect’s invoice. Amounts unpai Deleted:

oof Deleted:

AIA Document B135* - 2014. Copyright © 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA’ Document is
protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA” Document, or any ©...) :
portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law!) ) 24
This draft was produced by ATA software at 12:43:58 on 07/15/2016 under order No.1575871642_1 which expires on 02/08/2017, and is not’ fox:
resale. :

User Notes: (1146770772)

days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate
prevailing from time to time at the principal place of business of the Architect.
(insert rate of monthly or annual interest agreed upon.)

§ 14.10.3 The Owner shall not withhold amounts from the Architect’s compensation to impse se b penalty or
liquidated damages on the Architect, or to offset sums requested by or paid to contractors for tHe cost of changes in
the Work unless the Architect agrees or has been found liable for the amounts in a binding — te te resolution

proceeding.

§ 11.10.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, ahd services performed on
the basis of hourly rates shall be available to the Owner at mutually convenient times. ry

ARTICLE 12 SPECIAL TERMS AND CONDITIONS
Special terms and conditions that modify this Agreement are as follows:

amended only by written instrument signed by both Owner and "Ar chitect, seme

§ 13.2 This Agreement is comprised of the following documents listed below: at

LATA Document B133™_2014, Standard Form Agreement Between Owner and Architect, . ae od
Construction Manager as Constructor Edition me

ere) Deleted: 2. AIA Document E203?
2013, Building Information Modeling and
Digital Data Exhibit, if completed, or the

following:
SN 1
| { Deleted: 3 }
This Agreement entered into as of the day and year first written above. |
fw \
OWNER (Signature) VY a
| eS SRCERS aN ESOL Hi { Deleted ]
(Printed name and litle) (Printed name and title)

Port One Architects Inc.

City of Nashua, NH

AIA Documant BL33™ - 2014. Copyright © 2014 by the American Institute of Architects, All rights reserved. WARNING: This AIA” Document is
protected by U.S. Copyxight Law and International Treatias. Unauthorized reproduction or distribution of this AIA” Document, om any

portien of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum axtent possible under the law. 22
This draft was produced by AIA software at 12:43:58 on 07/15/2016 under Order No.1375871642_1 which expires on 02/08/2017, and is not for
resale.

User Notes: {1146770772)

) THE CITY OF NASHUA “The Cate City”

Financial Services

Purchasing Department

August 11, 2016
Memo #17-032

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT AWARD FOR PERFORMING ARTS CENTER FEASIBILITY STUDY
PHASE il (VALUE: $27,000)
DEPARTMENT: 183 ECONOMIC DEVELOPMENT; FUND: DOWNTOWN
IMPROVEMENT COMMITTEE TRUST FUND
ACCOUNT CLASSIFICATION: 53 PROFESSIONAL & TECHNICAL SERVICES

Please see attached communication from Tim Cummings, Director of Economic Development dated
August 7, 2016 for the information related to this contract award.

The Director of Economic Development and the Purchasing Department recommend awarding this
contract in an amount not to exceed $27,000 to Web Management Services of NY, NY.

Purchasing Manager

Ce: TCummings J Graziano

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

THE CITY OF NASHUA “The Cate City’

Economic Development Division

To: Dan Kooken, Purchasing Manager
From: Tim Cummings, Economic Development Division Director
Ce: Janet Graziano, Financial Manager, Sarah Marchant, Community Development Director

Date: August 7, 2016

Re: Performing Arts Center Feasibility Stady Phase I

Request
The Economic Development Division requests approval to extend the contract with Webb Management

Services, Inc. of New York, New York for the second Phase II of the Performing Arts Center Feasibility
Study in the amount not to exceed $27,000.

Background
In September of 2015, the City of Nashua Mayor’s Office of Economic Development issued a Request for

Proposals (RFP0265-101415) seeking proposals from professional consultants to study the feasibility of
developing a new Cultural and Performing Arts Center within Downtown Nashua. The services sought

include the evaluation of programming needs, the development of project feasibility, review of specific

sites and assistance with project next steps.

Webb. Management Services, Inc., was selected due to a number of factors, including:
® vast experience with relevant performing arts center feasibility studies;

* intimate knowledge of the New Hampshire/Massachusetts regional performing arts
center market;

*® clear viewpoint as an objective analyst - the firm only works on these types of
feasibility studies and will not look for additional work from Nashua (designing the
future facility, etc.)

e a low overall price proposal the provides the most value to Nashua;

After consulting with Webb, the City chose to break out the work into two phases with Phase I, evaluating
demand for a new performing arts facility in Nashua, verifying audience potential, identifying potential
users and uses, confirming its positioning within a competitive market, and considering how new
performance facilities might support the broader goals of the City and region. This phase of the project has
been completed and the project has been deemed to be viable.

At the PEDC meeting on July 14 the decision was made to continue moving forward and that the city
should engage Webb Management to execute on the scope of work associated with Phase II of the
feasibility study.

Attached is the contract including the Phase II scope of work along with a memo outlining key discussion
points based on the conclusions of Webb Management.

22.

23.

24.

25.

26.

States or of any other nation. DesignLAB 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
DesignLAB infringes any copyright or that any equipment, material, or process (or any
part thereof) specified by DesignLAB infringes any patent.

DesignLAB 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, DesignLAB 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 DesignLAB in writing that the whole of the work was
completed on the date indicated in the notice or provide DesignLAB with a written list of
work not completed. With respect to work listed by the City of Nashua as incomplete,
DesignLAB 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 ofcompletion.

TAXES DesignLAB 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. DesignLAB 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 DesignLAB 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. DesignLAB warrants that no officer or employee of the City of Nashua has any
direct or indirect interest, whether contractual, no contractual, financial or otherwise, in
this contract or in the business of DesignLAB. If any such interest comes to the attention
of DesignLAB at any

GC 11 of 13

City of Nashua

Economic Development Division
City Hall, 229 Main Steet, PO Box 2019
Nashua, New Hampshire 03061-2019

wow ngshosnh gov

To: Alderman Melizzi-Golja and the Planning & Economic Development Committee
From: Tim Cummings, Economic Development Division Director

Date: July 14, 2016

Re: Discussion on Moving Forward with Performing Arts Center
Feasibility Study Phase IT

Objective(s)
1. Ensure we have consensus on moving forward with Phase I
2. Begin discussion on outstanding issue(s)
Background
The City has chosen to break out the work into two phases, with up to two separate contracts.
Phase I: Evaluates demand for a new performing arts facility in Nashua, verifying audience
potential, identifying potential users and uses, confirming its positioning within a competitive
market, and considering how new performance facilities might support the broader goals of
the City and region.
Duncan Webb's conclusions & recommendation(s):

* The case for building a brand new, large-capacity performing arts venue in
Nashua is challenged by the city’s proximity to multiple large, presenting
performing arts centers, the development of a new concert hall nearby, and
limited demand on the part of local users for a venue with 750 or more seats.

*x Additionally, the city is already home to two performance venues that are
regularly used by the community but that are greatly in need of renovation.
* With that said, we see tremendous opportunity in Nashua. The organizations that

are currently active in the community offer a diverse product, maintain busy
schedules, and have demonstrated an ability to grow and develop programs over
time. If we look to Positive Street Art as an example, Nashua can be seen as the
type of environment that can allow an emerging organization the time, space, and
support needed to flourish.

* Our recommendations, then, are focused on hamessing the city and community's
current arts-momentum and resources, directing them at three different options.

Ll) Pace

Outlined Options:

1. Partner with a college or university on the development of a new downtown arts center
2. Develop a downtown meeting, events, and music center
3. Develop an arts district

* Phaze I cost $22,500 and has been completed and the budget has been 100%
expended

Development of a Phase IT Scope

Director Sarah Marchant and I received a draft scope of work from Duncan Webb (General
Performing Art Center Consultant) and Scott Aquilina (Architect for the project) for a phase
Tl project:

>» Itincludes developing a business plan (operating projections), cost estimates for

implementing a program (capital expenses), basic physical plans. (Please see attached).

Outstanding Issues

Financial -- Capital Requirements/Expenditures ~ A clear understanding of the capital
expense and investment in such an asset should be understood with an associated order of
magnitude

Vision for operational Management — Understanding the operational costs associated
with this project needs to be understood with the a clear understanding of a vision of how
this asset will be managed

Setting Aside Keefe Auditorium ~ A clear directive that setting aside Keefe Auditorium
is the desire due to the lack of control (should this variable change we could adjust
accordingly, but as of now I want to ensure it is clear whether Keefe should be studied or
not)

Citizen Engagement ~ There will be a need to develop a small working group to help
steer the conversation and make a recommendation back to you.

Understanding an additional $27,000 will be necessary to execute Phase II (which
Downtown Improvements Committee has approved $25,000 for this project as a funding
source for this project)

=

D

management
Services

cy incorporated

phase 2 contract

to: Tim Cummings, City of Nashua

from: Duncan Webb, Webb Management Services
regarding: Phase 2 Scope + Fees

date: July 14, 2016

Here is our scope of services and financial proposal for the second phase of the Performing Arts
Center Feasibility Study.

scope of services

As the results of Phase One have confirmed the need fer new and improved facilities together with
the development of a cultural district, we would propose a second phase of work that considers
the physical, financial, and operating implications of the new facilities. These nwo parts of the
work would proceed in parallel.

part 1: physical planning

apace program: Based on Phase One recommendations, develop a space program and assign
square footages for specific spaces, list essential characteristics and recommend
infrastructure/equipment/technology required for functions. This will also include a
template/footprint far the ideal plan.

site avaluation + recommendation: Apply the template to sites identified by the City,
specifically the Court Street Complex, Alec Shoe Store Building and two of the “open” parking lot
sites. Compare fit to function on each site, analyze the site conditions and Uist pro's and con's for
each option.

order of magnitude capital cost estimate: Based on the space program and current
regional cost information, prepare a provide a benchmark budget for each scenario described
above,

part Z: preliminary business plan

define goalie + practices: Define the vision and operating goals for recommended facilities and

an arts district, covering such areas as support for the local arts groups, sustainable operations,
supporting economic and downtown development, and maximizing community benefits.

Empire State Building | 350 Fifth Avenne, Suite 4005 | KY, NY 10119 1 t: 212.929.5040 1 f 212929.5954 ¢ webbmemtarg

management
Services
incarporated

comparable modets: Research comparabie facilities and districts nationwide to inform the
business plan. Key areas of research are governance and operating modets, the scheduling of
facilities, tevels of utility and cost, balancing internal and external demand for facilities,
partnerships, revenue-generating activity, and key factors that led to successful operation of new
and similar projects.

activity profile + programming plan: Prepare a multi-year activity profile for recommended
facilities, listing types and level of use related to presenting, rentals and any other activity. Also
include any additional programming opportunities and positioning strategies, based on the market
analysis and competitive analysis.

pro-forma operating budget: Develop a multi-year pro-forma operating budget for
recommended facilities, starting the year before new facilities open and then through the first

' three years of operation. Project attendance and other levets of participation. Identify and
estimate all sources of operating revenues and expenses, appropriate capital reserves, and the
likely result of operations with and without an operating endowment.

funding plan: Assist with the development of a basic funding plan to pursue the contributed
income needed to sustain recommended facilities, as indicated by the pro-forma operating
budget. Consider types and levels of contributed Income from all public and private sector
sources, and suggest how to use the business plan as a fundraising tool.

economic impacts: Forecast the economic and fiscal impacts of recommended facilities and an
arts district including the impacts of construction, operation, and ancillary spending associated
with attendance. Use the RIMS li model developed by the Bureau of Economic Analysis to estimate
the direct and Indirect impacts of the project on the market area, including outputs, Increased
earnings, and employment. Also identify and describe the more qualitative economic impacts of
new performing arts facilities in downtown Nashua, including Impacts on commercial
development, cultural tourism, and the recruitment of new businesses to locate In Nashua.

critical path plan: Create a critical path plan for leadership that identifies key milestones and
deadiines towards the development and operation of facilities and a district.

repart + presentation: Present the findings and recommendations of the physical and
business plans. Incorporate feedback from the client, and deliver a final written document that
includes all research, analysis, conclusions, and recommendations.