Search

11.

12.

satisfaction of such hindrances and delays any extension of time that the City of Nashua may
provide.

INSURANCE Consultant shall carry and maintain in effect during the performance of services
under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability;
>» and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

Consultant shall maintain in effect at all times during the performance under this contract all
specified insurance coverage with insurers. None of the requirements as to types and limits to be
maintained by Consultant are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Consultant under this contract. The City of Nashua shall
not maintain any insurance on behalf of Consultant. Subcontractors are subject to the same
insurance requirements as Consultant and it shall be the Consultant’s responsibility to ensure
compliance of this requirement.

Consultant will provide the City of Nashua with certificates of insurance for coverage as listed

below and endorsements affecting coverage required by the contract within ten calendar days
after the City of Nashua issues the notice of award. The City of Nashua requires thirty days
written notice of cancellation or material change in coverage. The certificates and endorsements
for each insurance policy must be signed by a person authorized by the insurer and who is
licensed by the State of New Hampshire. General Liability and Auto Liability policies must
name the City of Nashua _as_an additional insured and reflect on the certificate of
insurance. Consultant is responsible for filing updated certificates of insurance with the City of
Nashua's Risk Management Department during the life of the contract.

> All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.
> If aggregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Consultant must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.
> The specified insurance requirements do not relieve Consultant of its responsibilities
or limit the amount of its liability to the City of Nashua or other persons, and Consultant is
encouraged to purchase such additional insurance, as it deems necessary.
> The insurance provided herein is primary, and no insurance held or owned by the City
of Nashua shall be called upon to contribute to a loss.
> Consultant is responsible for and required to remedy all damage or loss to any
property, including property of the City of Nashua, caused in whole or part by
Consultant or anyone employed, directed, or supervised by Professional Engineer.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Consultant agrees to
indemnify and shall defend and hold harmless the City of Nashua, its agents, officials, employees
and authorized representatives and their employees from and against any and all suits, causes of
action, legal or administrative proceedings, arbitrations, claims, demands, damages, liabilities,
interest, attorney’s fees, costs and expenses of any kind or nature in any manner caused,
occasioned, or contributed to in whole or in part by reason of any negligent act, omission, or fault

GC 6 of 11

13.

14.

15.

16,

or willful misconduct, whether active or passive, of Consultant or of anyone acting under its

' direction or control or on its behalf in connection with or incidental to the performance of this

contract. Consultant’s indemnity, defense and hold harmless obligations, or portions thereof,
shall not apply to liability caused by the sole negligence or willful misconduct of the party
indemnified or held harmless.

FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
fails to appropriate monies for the ensuing fiscal year sufficient for the performance of this
contract.

Nothing in this contract shall be construed to provide Consultant with a right of payment over any
other entity. Any funds obligated by the City of Nashua under this contract that are not paid to
Consultant shall automatically revert to the City of Nashua’s discretionary control upon the
completion, termination, or cancellation of the agreement. The City of Nashua shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Consultant.
Consultant shall have no claim of any sort to the unexpended funds.

COMPENSATION Review by the City of Nashua of Consultant's submitted monthly invoice forms
and progress reports for payment will be promptly accomplished by the City of Nashua. If there
is insufficient information, the City of Nashua may require Consultant to submit additional
information. Unless the City of Nashua, in its sole discretion, decides otherwise, the City of
Nashua shali pay Consultant in full within 30 days of approval of the submitted monthly invoice
forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Consultant, at all times, shall fully and completely
comply with all applicable local, state and federal laws, statutes, regulations, ordinances, orders,
or requirements of any sort in carrying out the obligations of this contract, including, but not
limited to, all federal, state, and local accounting procedures and requirements, all immigration
and naturalization laws, and the Americans With Disabilities Act. Consultant shall, throughout
the period services are to be performed under this contract, monitor for any changes to the
applicable laws, statutes, regulations, ordinances, orders, or requirements, shall promptly notify
the City of Nashua in writing of any changes to the same relating to or affecting this contract, and
shall submit detailed documentation of any effect of the change in terms of both time and cost of
performing the contract.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Consultant agrees to the following terms. Consultant will not
discriminate against any employee or applicant for employment because of physical or mental
handicap in regard to any position for which the employee or applicant for employment is
qualified. Consultant agrees to take affirmative action to employ, advance in employment, or to
otherwise treat qualified, handicapped individuals without discrimination based upon physical or
mental handicap in all employment practices, including but not limited to the following:
employment, 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, Consultant's attention is directed to 41 C.F.R. § 60-1.4, and
the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated into this
contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action Obligations of
Consultants and Subcontractor for Disabled Veterans and Veterans of the Vietnam Era," which,
by reference, is incorporated in this contract, and to 41 C.F.R. § 60-471 and the clause entitled
"Affirmative Action Obligations of Consultants and Subcontractors for Handicapped Workers,"
which, by this reference, is incorporated in this contract.

GC 7 of 11

17.

18.

19.

20.

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 Consultant under this contract.

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

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 Consultant shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING 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 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, 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 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 Consultant's expense, by
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 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 Consultant in the performance of its obligations under this
contract must be retained by 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 Consultant shall promptly remit and
deliver the materials, at Consultant's expense, to the City of Nashua. Consultant shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance

GC 8 of 11

21,

22.

23.

24,

of Consultant's obligations under this contract without the prior written consent of the City of
Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Consultant expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Consultant (including
those remitted to the City of Nashua by 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 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 Consultant. The City of Nashua shall have the right to reproduce any such materials.

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

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, 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 Consultant in writing that the whole of the work was completed on the date indicated
in the notice or provide Consultant with a written list of work not completed. With respect to
work listed by the City of Nashua as incomplete, 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 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. Consultant hereby indemnifies and holds harmiess 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

GC 9 of 11

25,

26.

27,

28.

29,

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

In the event 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,
Consultant shall refund to the City of Nashua any profits realized under this contract, and
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.

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

GC 10 of 11

31,

the parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying
the invalidity or unenforceability.

. MGGIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire

contract between the City of Nashua and Consultant. The parties shall not be bound by or be
laste for any statement, representation, promise, inducement, or understanding of any kind or
¢ 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.

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 11 of 11

§ THE CITY OF NASHUA “The Gate City’

Financial Services

Purchasing Department

August 11, 2016
Memo #17-033

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT AWARD FOR WAYFINDING PROJECT PHASE 1 (VALUE: $49,110)
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 2, 2016 for the information related to this contract award.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall be

purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.

The Director of Economic Development and the Purchasing Department recommend awarding this
contract in an amount of $49,110 to Greenman-Pedersen of Portsmouth, NH.

Respectfully

(An Kile

Dan Kooken
Purchasing Manager

Ce: TCummings J Graziano

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

30. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the

31.

entire contract between the City of Nashua and DesignLAB. 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.

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 notelsewhere.

GC 13 of 13

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 2, 2016

Re: Wayfinding Sign Package

Background
Since 2015, the Downtown Improvement Committee has been looking for an update to the existing

signage in the downtown area. The City of Nashua Mayor’s Office of Economic Development issued
a Request for Proposals (RFP0860-061616) on May 5", to develop a program design and fabrication
for an updated wayfinding program in the downtown. The services sought included:

- Identification and assessment of existing wayfinding signs

- Review of existing traffic routing and proposal of new sign sites
- Development of graphics and promotional materials

~ Construction documents

- Fabrication

While following required Purchasing Department protocol for public notification of consulting
opportunities, staff took additional steps to identify the most capable companies in New England and
throughout the country. Notices of the availability were sent directly to 13 firms.

On May12th, the City held a pre-bid meeting with 11 attendees. A PowerPoint presentation was reviewed
with the bidders and distributed to them for their reference.

On June 16", the City received the following proposals:

Archetype | Peterborough, NH | $115,600.00 (estimate) | $52,100.00
Signworks

Greenman- | Portsmouth, NH | $76,235.00 $59,055.00
Pedersen (Nashua office)

W.S. Sign | Springfield, MA | $70,000.00 $12,000.00
Design

*Two additional vendors submitted proposals that were deemed “not acceptable due to non-signing of addendum”
** Archetype Signworks provided a total price proposal estimate

On June 17th a seven-member proposal evaluation committee met to review the proposals submitted the
committee included representatives from the Community Development Division, Economic Development
Office, Department of Public Works, and Downtown Improvement Committee.

Out of the five firms that submitted proposals, only three were deemed to be acceptable: (1)
Archetype Sign Works, (2) Greenman-Pedersen, and (3) W.S. Sign Design.

During the review of the proposals the overall consensus opinion is that the city should solely pursue
the design aspects of the project, because there is not enough clarity around the overall project to
procure everything at this time, i.e. fabrication. Therefore, the committee opted to pursue “Bid
Alternate 1” as a Phased approach to this project. (Phase I: develops a design and implementation
plan for the wayfinding signs) This contract will cover Phase I only.

It should be noted that this particular strategy was articulated in the RFP and the city reserved its
right to pursue solely the design phase known as “Bid Alternative 1”.

Recommendation of Greenman-Pedersen, Inc.

Only one vendor had the requisite skills and experience to execute the primary function of design
work and the evaluation committee believed their skills and ability were superior compared to the
other respondents.

Greenman-Pedersen, Inc. was selected due to their excellent approach to the scope of work, long
track record of completing similar projects for municipalities, and dynamic project teams that have
worked with the city of Nashua in the past on various projects. In addition, their intimate knowledge
of New Hampshire design and traffic standards brought them to the forefront of the group. Although
they were not the overall lowest bidder for the phase 1 component of the project the evaluation
committee’s believed their design skills merited their higher quote, which slightly more than 10%
greater than the next respondent. Greenman Pedersen reduced their proposal slightly once they
learned the project would be phased

Downtown Improvement Committee’s Budgeted Project
This project has been budgeted and is accounted for in the Downtown Improvement Committee’s
Budgeted work plan for this year.

Request
The Office of Economic Development requests the approval of a contract in the amount of $49,110

with Greenman Pedersen, Inc., of Nashua, NH for a design and implementation plan for
waylinding signs.