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THE CITY OF NASHUA “The Gate City’

Financial Services

Purchasing Department

September 29, 2016
Memo #17-059

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT AWARD FOR SUPERVISED VISITATION AND SAFE EXCHANGE
SERVICES (VALUE: NOT-TO-EXCEED $140,000)
DEPARTMENT: 171 COMMUNITY SERVICES; FUND: DEPARTMENT OF JUSTICE,
SAFE HAVENS GRANT

Please see attached communications from Bobbie Bagley, Director, Division of Public Health and
Community Services for the information related to this contract award.

Pursuant to § 5-83. Professional services. C. Professional services shall be solicited with a written
statement that includes at a minimum, the services required and the schedule of performance.
Responses to solicitations shall contain, at a minimum, the services to be provided, the schedule of
performance, the hourly rate(s), and/or a not-to-exceed (NTE) contract price as appropriate, and any
exceptions to the solicitation. The Purchasing Manager shall submit both documents to the Finance
Committee together with the recommendation for award of the contact.

The Director, Division of Public Health and Community Services and the Purchasing Department
recommend the award of this contract in an amount not-to-exceed $140,000 to Greater Nashua Mental
Health Center of Nashua, NH.

Respectfully,

ban J CA
an Kooken
Purchasing Manager

Ce: B Bagley J Graziano

229 Main Street e Nashua, New Hampshire 03061 ° Phone (603) 589-3330 e Fax (603) 589-3233

\ THE CITY OF NASHUA “The Cate City’

Division of Pubhic Health and Community Services

Community Services Department

TO: Daniel Kooken, Purchasing Manager
FROM: Bobbie Bagley, Director, Division of Public Health and Community Services

SUBJECT: § CONTRACT AWARD FOR SUPERVISED VISITATION AND SAFE EXCHANGE
SERVICES (VALUE: NTE $140,000)

The City of Nashua was awarded a United States Department of Justice; Office on Violence
against Women (OVW) Cooperative Agreement entitled Safe Havens: Supervised Visitation
and Safe Exchange Grant Program. Under the terms of this Cooperative Agreement, the City of
Nashua was expected to subcontract with an appropriate partner in order to provide court-
ordered supervised visitation and safe exchange of children for families with a history of
domestic violence, child abuse, sexual assault, and stalking.

The Greater Nashua Mental Health Center (GNMHC) currently operates the Supervised
Visitation Center for the greater Nashua area and works with the District Court servicing those
families deemed by the court to be in need of these services. The GNMHC was named in the
City’s application to the Department of Justice for this Cooperative Agreement as the agency
that operates the Nashua Supervised Visitation Center.

On October 17, 2012, the City entered into a two-year agreement with the GNMHC to provide
supervised visitation and safe exchanges. Since that time, two one-year grant extensions were
approved from OVW and the City subsequently approved two one-year contract amendments
with GNMHC. The current contract amendment expires on September 30, 2016.

OVW has just approved the third one-year grant extension resulting in our third one-year
contract amendment with GNMHC to expire on September 30, 2017.

A copy of this third proposed Agreement to Extend the Independent Contractor Agreement, as
well as the original contract, is attached for your review. Both our Risk Management and Legal
Departments have reviewed these documents.

Please note, that no City funds will be expended under this project and no match is required.
Resolution R-12-060 relative to the acceptance and appropriation of these Cooperative
Agreement funds was passed by the Board of Alderman and approved by the Mayor on
September 25, 2012.

The Division of Public Health and Community Services recommends awarding this third contract
amendment in a sum not-to-exceed $140,000 to Greater Nashua Mental Health Center,

Nashua, NH.

229 Main Street *» Nashua, New Hampshire 03060 e Phone (603) 589-3307 e Fax (603) 594-3434

THIRD AGREEMENT
TO EXTEND INDEPENDENT CONTRACTOR AGREEMENT

This AGREEMENT is made as of October 1, 2016 between the City of Nashua, New Hampshire with an
address of 229 Main Street, Nashua, New Hampshire (“Contractor”) and the Greater Nashua Mental Health
Center (GNMHC) (hereinafter Subcontractor”), 100 West Pearl Street, Nashua, New Hampshire 03060
(collectively referred to as the “Parties”). The Parties hereby enter into this Agreement to Extend Independent
Contractor Agreement (hereinafter ‘““Agreement”) under the terms and conditions set forth below. This
contract is effective from October 1, 2016 — September 30, 2017.

WHEREAS, the City and Subcontractor entered into an Agreement dated November 3, 2012 for the purpose of
enhancing the current supervised visitation and safe exchange program in the City of Nashua; and

WHEREAS, the initial contract and extensions ended on September 30, 2016; and
WHEREAS, the Grantor, the Office on Violence Against Women (OVW) has approved a third twelve-month
extension on September 27, 2016, for the project effective October 1, 2016 — September 30, 2017.

NOW, therefore, in consideration of the mutual covenants contained herein, the parties hereby mutually agree
as follows:

1. That the term of the Agreement shall be extended for an additional twelve (12) months from October
1, 2016 to September 30, 2017.

2. That the total amount to be paid by the city under this one-year extension shall not exceed $140,000.
IN WITNESS WHEREOEF, the parties hereto have, by their duly authorized representatives placed their hands

as of the date first above written.

City of Nashua Greater Nashua Mental Health Center

By: Jim Donchess, Mayor By: Craig Amoth, Executive Director

INDEPENDENT CONTRACTOR AGREEWENT
The Greater Nashua iviental Health Center and the City of Nashua, NH

AGREEMENT made this day of the month of , 2012 by and
between the City of Nashua, New Hampshire (hereinafter “Contractor’), a municipal corporation with
a principal place of business at 229 Main Street, Nashua, New Hampshire 03060 and the Greater
Nashua Mental Health Center (GNMHC) (hereinafter “Subcontractor), 100 West Pearl Street,
Nashua, New Hampshire 03060 (collectively referred to as the “Parties’). The Parties hereby enter
into this Independent Contractor Agreement (hereinafter "Agreement”) under the terms and conditions
set forth below. This contract is effective from October 17, 2012 — September 30, 2074.

A. Scope of Services

The City of Nashua and the Greater Nashua Mental Health Center mutually agree to the following
regarding the City of Nashua’s Safe Havens: Supervised Visitation and Safe Exchange Grant

Program Subcontract:

41. GNMHC will:

a. Ensure the Office on Violence Against Women's (OVW) Cooperative Agreement
deliverables are met according to the Special Conditions outlined in the Cooperative
Agreement including, but not limited to, visitation center operations, Memoranda of
Understanding, site plans, policies and procedures and security plans.

b. Ensure timely submission of required administrative and financial reports to the City
of Nashua’s Safe Havens’ Program Coordinator and Financial Manager.

c. Operate a Visitation Center in Nashua that will provide supervised visitation and safe
visitation of children by and between parents in situations involving domestic
violence, child abuse, sexual assault and stalking.

d. Ensure that contract funds are not used to support individual counseling, family
counseling, parent education, support groups or therapeutic supervision.

e. Ensure that victims are not required to attend or utilize parent education or other
program services in order to participate in the services provided at the Visitation
Center.

f. Respond to requests for information regarding the Visitation Center from the City,
OVW, OVW's Technical Assistance Team or the Visitation Centers Advisory
Council's members.

g. Employ a Program Specialist who will be responsible to oversee the day-to-day
operations of the services covered under this contract.

h. Participate in required OVW-sponsored trainings and required Technical Assistance
webinars, phone conferences and site visits as determined by the City of Nashua.

i. Attend regularly scheduled meetings convened by the above named agencies and
organizations. Engage other stakeholders as appropriate.

j. Inform the Division of Public Health and Community Services Safe Havens Program
Coordinator of needs and planning issues that may require the attention of the City.

k. Recruit members, plan for and facilitate meetings of the Visitation Center's Advisory

Council.
|. Responsible for coordination of communications between Advisory Council members,

GNMHC, and the City.

m. Participate in the development and implementation of the Visitation Center's Policies

and Procedures Manual according to the requirements of the Office of Violence on
‘Women’s Cooperative Agreement.

n. Develop and implement adequate security measures, including but not limited to,
adequate facilities, procedures, and personne! capable of preventing violence, for the
operation of supervised visitation programs or safe visitation exchanges.

o. Visitation staff and supervisors must have approval from the City and OVW before
participating in any trainings that have been recommended by the Advisory Board
and are either funded by OVW or would occur during staff hours funded by OVW.

p. All expenditures must be clearly stated in the OVW approved budget and budget
justification. Any and all deviations must receive prior approval by the City. Any

1

expenses incurred by the GNMHC that are not included in the OVW approved budget
will not be reimbursed by the City and will be the sole responsibility of the GNMHC.

q. Ensure that proper documentation is maintained which determines each client's
eligibility for the program and that only expenses relating to these clients are
submitted for reimbursement to the City.

r. Visitation Center staff and supervisors will only contact OVW directly after consulting

with the City.

B. Progress Reporting:

1.

Quarterly progress reports are due ta the City's Program Coordinator as follows:
For the project period January 1 — March 30, Report is due by April15;

For the project period April 1 — June 30, Report is due by July 15;

For the project period July 1 = September 30, Report is due by October 15;

For the project period October 1 - December 31, Report is due by January 15.

The Visitation Center's Program Specialist will communicate weekly with the City’s
Program Coordinator regarding the Center's operations, issues, concerns and

deliverables.

The Visitation Center's Program Specialist will provide an update on the Center's
activities as they pertain to this subcontract during monthly technical assistance calls and
monthly Visitation Center Advisory Council meetings.

C. Publications Funded Under this Contract

1,

The subcontractor agrees to submit directly to the contractor, one copy of all required
reports and any other written materials or products that are funded under this project not
less than thirty (30) days prior to public release. This will ensure that the contractor will
be able to obtain OVW approval prior to the release of materials. Materials may not be
released until the Contractor has given final approval. The subcontractor will not submit
any materials directly to OVW or VERA's Technical Assistance team.

All materials and publications (written, visual, or sound) produced as part of activities
from this contract shail contain the following statements: “This project was supported by
Grant No. 2011-CW-AX-K019 awarded by the Office on Violence Against Women, U.S.
Department of Justice. The opinions, findings, conclusions, and recommendations
expressed in this publication/program/exhibition are those of the author(s) and do not
necessarily reflect the views of the Department of Justice, Office on Violence Against

Women.”
Pursuant to 28 CFR 66.34, the Office on Violence Against Women reserves a royalty-

free, nonexclusive, and irrevocabie license to reproduce, publish or otherwise use, and to
authorize others to use, in whole or in part (including in the creation of derivative works),

for Federal Government purposes:
(a) Any work that is subject to copyright and was developed under this contract; and

(b) Any work that is subject to copyright for which ownership was purchased by the
subcontractor.
In addition, the subcontractor must cbtain advance written approval from the City, and
must comply with all conditions specified by the City in connection with that approval
before: 1) using award funds fo purchase ownership of, or a license to use, a
copyrighted work; or 2) incorporating any copyrighted work, or portion thereof, into a new
work developed under this contract. ;

10.

11.

verify and substantiate its decision, its stated position conceming the dispute. No dispute shall be
considered submitted and no dispute shall be valid under this provision unless and until the
submitting party has delivered the written statement of its position and full documentation to the
other party. The parties shall then attempt to resolve the dispute through good faith efforts and
negotiation between the City of Nashua Representative and a Independent Contractor
Representative. At all times, Independent Contractor shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or
determination or direction of the City of Nashua. If the parties are unable to resolve their dispute
as described above within 30 days, the parties may request that the dispute be submitted to the
Board of Aldermen for resolution. If the parties are dissatisfied with the decision of the Board of
Aldermen, the parties’ reserve the right to pursue any available legal and/or equitable remedies for
any breaches of this contract except as that right may be limited by the terms of this contract.

NO DAMAGES FOR DELAY Apart from a written extension of time, no payment, compensation, or
adjustment of any kind shall be made to Independent Contractor for damages because of hindrances
or delays in the progress of the work from any cause, and Independent Contractor agrees to accept
in full satisfaction of such hindrances and delays any extension of time that the City of Nashua may
provide.

INSURANCE Independent Contractor 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.

Independent Contractor 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 Independent Contractor are intended to and shall not in any manner limit
or qualify the liabilities and obligations assumed by Independent Contractor under this
contract. The City of Nashua shall not maintain any insurance on behalf of Independent Contractor.
Subcontractors are subject to the same insurance requirements as Independent Contractor and it
shall be the Independent Contractor’s responsibility to ensure compliance of this requirement.

Independent Contractor 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. Independent Contractor 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.

GC-6

D. Staffing Provisions

1.

Current Staff

The GNMHC shall provide the City within 30 days of contract agreement, a copy of a
current resume or summary Bio for any employee currently employed by the Visitation
Center who will be either working at the Visitation Center or who is supported in whole or

in part by the funds under this contract.

New Hires

The GNMHC shail notify the City in writing, within 15 days of hire, when a new Program
Specialist, Per Diem Visitation staff or supervisor or any staff person essential to carrying
out this scope of services is hired to work in the program. A resume of the employee
shall accompany this notification.

Vacancies

The GNMHC must notify the City, in writing, within 15 days, if any Visitation. Center
position becomes vacant. In addition, the City must be notified in writing if at any time the
GNMHC does not have adequate staffing to perform all required services under this

contract.

E. Data and reporting requirements
Under the Government Performance and Results Act (GPRA) and VAWA 2000, grantees are
required to collect and maintain data that measure the effectiveness of their grant-funded
activities. The GNMHC will be required to submit program data to the City’s Program
Coordinator in order to monitor program effectiveness. During Phase | “Planning”, the City
and GNMHC wili determine what program data will be used to measure program

effectiveness.

This will include, but not be limited to:

number of persons served;

number of persons seeking services who could not be served;
number of supervised visits between parents and children and;
number of supervised exchanges between parents and children.

6 4 @ @

Reports including this data will be due on the 15" of each month for the previous month, once
the project enters into Phase 2 “Implementation”.

1.

Quarterly progress reports shall be submitted fo the City's Program Coordinator by
January 15, April 15, July 15 and October 15 of each year that is covered by this

contract.

The Program Specialist will communicate on a regular basis via phone and e-mail with
the Program Coordinator to ensure deliverables are met.

The subcontractor will respond in a timely manner to all requests for information from the
contractor.

F. On-site reviews
4. The GNMHC shall allow a team or person authorized by the City to annually review the
administration, data collection and financial management of this agreement in order to
assure systems are adequate to provide the contracted services.

2. The GNMHC shall make corrective actions as advised by the review team if contracted
services are not found to be provided in accordance with this Agreement.

3. Reviews may focus on any deficiencies found in previous reviews, issues of compliance
with this Agreement, and actions to strengthen performance.

G. Place of Performance

The place of performance of the Visitation Center will be at the Greater Nashua Mental Health
Center, which is currently located at 15 Prospect Street, Nashua, NH.

H. Time Period

The Grant Period is October 17, 2012 to September 30, 2014. GNMHC agrees to commence
work upon the signing of this contract and complete all functions required in a timely, professional and

competent manner.

1. Termination

Either party can terminate this Agreement with a $0 day witten notice to the other party. Should
the City of Nashua terminate this agreement, it will pay GNMHC a prorated amount for all service
performed up to that date. The City is entitled to all notes, drafts and documents produced by the

Contractor up to that date.

GNMHC will notify the City of any staffing changes, terminations and any inability to perform
any services requested.

J. Payment for Services

GNMHC will be paid per month for services outlined in this contract. Total contract amount for
program expenses cannot exceed $ $274 309.00.

K. Invoices

The subcontractor will submit electronic detailed monthly invcices for contract-approved
expenses to the City's Program Coordinator and Financial Manager by the 15th of the month proceeding
the month that is being invoiced. Invoices must include all line items from the OVW-approved budget.
individual line items may not be overspent without prior approval by the City.

L. Supervision

The GNMHC shall be responsible for the direct supervision of all Visitation Center staff. The
GNMHC may seek guidance from the City regarding the activities of the Program Specialist in
fulfilling the Scope of Services. The City reserves the right to inspect the work being performed under
the requirements of the grant and to determine whether it is being performed in a good and
“workmanlike” manner. GNMEC shall have the ultimate authority to determine the hours of work, the
length of workdays, the means and methods of performance of the work, and the City shail not
interfere in this regard, except when necessary to carry out the efficient and effective work of the City.

M. Subcontractors

The GNMHC may, at their discretion and at their own expense, employ such subcontractors
as may be necessary for the performance of the work. GNMHC agrees to pay any wages, taxes,
unemployment insurance, withholding taxes, and workers’ compensation insurance required by law
for subcontractors. Said subcontractors will not be paid or supervised by the City.

N. Insurance and Indemnification
GNMIHC shail 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;
§ and Workers’ Compensation Coverage in compliance with the State of New Hampshire.
Statutes, $100,000/$500,000/$100,000.

GNMHC 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 GNMHC are intended to and shail not in any manner limit or qualify the liabilities and obligations
assumed by GNMHC under this contract. The City of Nashua shall not maintain any insurance on
behalf of GNMHC. Subcontractors are subject to the same insurance requirements as GNMHC.

The parties agree that GNMHC shall have the status of and shall perform all work under this contract
as an independent contractor, maintaining control over all its consultants, sub consultants,
contractors, or subcontractors. The only contractual relationship created by this contract is between
the City and GNMHC, and nothing in this contract shall create any contractual relationship between
the City and GNMHC’s consultants, sub consultants, contractors, or subcontractors. The parties also

agree that GNMHC is not a City employee and that there shall be no:

(1) Withholding of income taxes by the City:
(2) Industrial insurance coverage provided by the City,
(3) Participation in group insurance plans which may be available to employees of the City;

(4) Participation or contributions by either the independent contractor or the City to the public
employee's retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City;

(6) Unemployment compensation coverage provided by the City.

GNMHC 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
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 Employers’ Liability policies must name the City of Nashua as an additional
insured and reflect on the certificate of insurance. GNMHC is responsible for filing updated
certificates of insurance with the City of Nashua's Risk Management Department during the life of the

contract.

a Ali deductibles and self-insured retentions shail be fully disclosed in the certificates of
insurance.

« {If aggregate limits of less than $2,000,000 are imposed on bodily injury and property damage,
GNMHC 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 GNMHC of its responsibilities or limit the
amount of its liability to the City or other persons, and GNMHC is encouraged to purchase
such additional insurance, as it deems necessary.

» GNMHC is responsible for and required to remedy all damage or loss to any property,
including property of the City, caused in whole or part by GNMHC or anyone employed,

directed, or supervised by GNMHC.

Regardless of any coverage provided by any insurance, GNMHC agrees to indemnify and shall
defend and hoid harmless the City, 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 or willful misconduct, whether active or passive,
of GNMHC or of anyone acting under its direction or control or on its behalf in connection with or
incidental to the performance of this contract. GNMHC's indemnity, defense and hold harmiess
obligations, or portions thereof, shall not apply to liability caused by the sole negligence or willful
misconduct of the party indemnified or held harmless.

O. Confidentiality

The subcontractor acknowledges that, while performing services under this Agreement, they
will have access to information which is confidential, and the subcontractor wilt keep this information
confidential and will not disclose it to any other person. This obligation of confidentiality is continuous

in nature and does not expire.

P. Independent Contractor

The subconiractor is associated with the City only for the purposes and to the extent
specified in this Agreement, and in respect to performance of the contracted services pursuant to this
Agreement, Consultant is and shall be an independent contractor and, subject only to the terms of
this Agreement, shall have the sole right to supervise, manage, operate, control and direct
performance of the details incident to its duties under this Agreement. Nothing contained in this
Agreement shall be deemed or construed to create a partnership or joint venture, to create
relationships of an employer-employee or principal-agent, or to otherwise create any liability for the
City whatsoever with respect to the indebtedness, liabilities, and obligations of Consultant or any

other party.

Q@. Choice of Law and Venue

The laws of the State of New Hampshire shall govern this Agreement exclusively and any
litlgation retated to this Agreement shall be brought to a court located in the State of New Hampshire.

viekes LRlwe nf3/a
Donnalee Lozeau, May Date
City of Nashua, NH

WA an lWAwSoW} Zz
Dr. Hisham Hafez Date

“J
Executive Director and onde Medical Officer
Greater Nashua Mental Health Center