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R-21-111

RESOLUTION

AUTHORIZING THE CITY OF NASHUA TO ENTER INTO AN AMENDMENT TO
THE AGREEMENT WITH FUEL MEDIA HOLDINGS FOR ADVERTISING
SERVICES

CITY OF NASHUA

In the Year Two Thousand and Twenty- One

RESOLVED by the Board of Aldermen of the City of Nashua that the City is authorized
to enter into a second amendment to the current agreement for advertising services, substantially

in the attached form, with Fuel Media Holdings.

LEGISLATIVE YEAR 2021

RESOLUTION: R-21-111

PURPOSE: Authorizing the City of Nashua to enter into an amendment to
the agreement with Fuel Media Holdings for advertising
services.

SPONSOR(S): Mayor Jim Donchess

COMMITTEE

ASSIGNMENT: Budget Réview Committee

FISCAL NOTE: Agreement provides for payments to the City

ANALYSIS

This resolution authorizes the City of Nashua to enter into a second amendment to the agreement
with Fuel Media Holdings for the placement and maintenance of advertising materials on the
exterior and interior of NTS vehicles, bike racks, bus shelters and at the Nashua Transit Center.
This a revenue contract for the City, which revenue is being reduced by the amendment.

The contract needs to be amended (reduced) due to the unprecedented economic impacts of
COVID. The current Fuel contract requires 65% of the revenue from all advertising contracts
Fuel sells to be paid to the City, with a guaranteed minimum of $120 k for FY21 (Year 2”).
The amendment removes the guaranteed minimum for Year 2 of the contract due to the negative
impacts of COVID on the advertising industry. Advertisement revenue is significantly down
nationally, regionally and in Nashua.

Approved as to form: Office of Corporation Counsel

By: /s/ Celia K. Leonard

Date: January 21, 2021

SECOND AMENDMENT
TO TRANSIT ADVERTISEMENT PROGRAM MANAGEMENT
AGREEMENT

This SECOND AMENDMENT is made as of February , 2021 by and between the City
of Nashua, New Hampshire with an address of 229 Main Street, Nashua, New Hampshire
(“City”) and Fuel Media Holdings, located at 101 Marketside Ave., Suite 404-177, Ponte
Vedra, FL 32081 (“Contractor”).

WHEREAS, the City and Contractor entered into a Transit Advertisement Program Management
Agreement approved by the Board of Aldermen by R-19-192 on December 23, 2019, for the
placement and maintenance of advertising materials on the exterior and interior of Nashua
Transit Services vehicles, bike racks, bus shelters and at the Nashua Transit Center, and said
agreement was amended by the “Amendment to Memorandum of Understanding By and
Between City of Nashua, NH and Fuel Media Holdings” (as amended, the “Agreement’’);

WHEREAS, Section 5 C of the Agreement states that the “Contractor agrees to pay the City as
follows: A sum equal to (65%) of the next space billings with Minimum Guaranteed Pay ments,
whichever is higher, will be paid as shown below:

Year 1 — 2020 $90,000
Year 2 — 2021 $120,000
Year 3 — 2022 $120,000;”

WHEREAS, Section 7 P of the Agreement allows for amendment by written amendment
executed by City and Contractor; and

WHEREAS, COVID has negatively impacted the advertising market nationally, regionally and
in Nashua.

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

1. That Section 5 C of the Agreement shall be amended by deleting the struck through
language and inserting the underlined language as follows,

Contractor agrees to pay the City as follows: A sum equal to (65%) of the next space billings
with Minimum Guaranteed Payments, whichever is higher, will be paid as shown below:

Year 1 — 2020 $96,000
Year? 2021 $190.9006- no Minimum Guaranteed Payments for Year 2 - 2021
Year 3 — 2022 $120,000;”

2. All other terms of the Agreement remain in full force and effect.

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 Fuel Media Holdings

By: James W. Donchess, Mayor By:
Title:

R-21-112

RESOLUTION

RELATIVE TO AMENDING THE FY2020 HUD ANNUAL ACTION PLAN TO
ACCEPT ROUND 3 CDBG-CV FUNDING UNDER THE 2020 CARES ACT

CITY OF NASHUA

In the Year Two Thousand Twenty One
RESOLVED by the Board of Aldermen of the City of Nashua that

WHEREAS the Coronavirus Aid, Relief, and Economic Security Act (CARES Act)
included funding to be distributed pursuant to section 106 of the Housing and Community
Development Act of 1974 (42 U.S.C. 5306) to grantees that received allocations pursuant to that
same formula in federal fiscal year 2020;

WHEREAS the U.S. Department of Housing and Urban Development (HUD) was to
award Community Development Block Grant-Coronavirus (CDBG-CV) funds in three rounds to
prevent, prepare for, and respond to coronavirus;

WHEREAS R-20-029, passed by the Board of Aldermen on April 28, 2020, authorized
the City to accept Round One CDBG-CV funding in the amount of $390,913 and created the
COVID-19 Impact Fund Program;

WHEREAS HUD has awarded the City an additional $482,813 under Round Three
CDBG-CV funding, requiring the City to further substantially amend its FY2020 HUD Annual
Action Plan pursuant to HUD guidance; and

WHEREAS this substantial amendment will follow the CARES Act waiver provisions
related to virtual public hearings and reduced comment periods, to allow grantees to utilize
expedited procedures to prepare, propose, modify, or amend its statement of activities for grants
from amounts made available under CARES Act as well as funding under our FY2020 grant as
authorized under R-20-029.

NOW THEREFORE, BE IT RESOLVED by the Board of Aldermen of the City of
Nashua that the Round Three CDBG-CV CARES Act funding in the amount of $482,813 shall
be applied to the COVID-19 Impact Fund Program to assist in the stabilization of existing small
businesses within the City that have had significant disruption due to the impact of COVID-19,
consistent with the guidelines for said new Program; and

RESOLUTION R-21~112

BE IT FURTHER RESOLVED that the Mayor be, and hereby is, authorized to execute
all understandings, assurances and agreements as required therein.

10.

performance of work terminated, abandoned, or suspended under the notice, assign to
the City of Nashua any orders or sub contracts specified in the notice, and revoke
agreements specified in the notice.

5. Not resume work after the effective date of a notice of termination unless and until receipt
of a written notice from the City of Nashua to resume performance.

In the event of a termination for cause, 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, less all previous payments. No amount shall be allowed or
paid for anticipated profit on unperformed services or other unperformed work. Any such payment
may be adjusted to the extent of any additional costs occasioned to the City of Nashua by reasons
of Professional Engineer's failure. Professional Engineer shall not be relieved of liability to the City
of Nashua for damages sustained from the failure, and the City of Nashua may withhold any
payment to the Professional Engineer until such time as the exact amount of damages due to the
City of Nashua is determined. All claims for payment by the Professional Engineer must be
submitted to the City of Nashua within 30 days of the effective date of the notice of termination.

If after termination for the failure of Professional Engineer to adhere to any of 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, it is
determined that Professional Engineer had not so failed, the termination shall be deemed to have
been a termination at will. In that event, the City of Nashua shall, if necessary, make an adjustment
in the compensation paid to Professional Engineer such that Professional Engineer receives total
compensation in the same amount as it would have received in the event of a termination-at-will.

C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City of
Nashua may take over the work and prosecute it to completion by agreement with another party or
otherwise. In the event Professional Engineer shall cease conducting business, the City of Nashua
shall have the right to solicit applications for employment from any employee of the Professional
Engineer assigned to the performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or future,
which is beyond the reasonable control of such party. Delays arising from the actions or inactions
of one or more of Professional Engineer's principals, officers, employees, agents, subcontractors,
consultants, vendors, or suppliers are expressly recognized to be within Professional Engineer's
control.

DISPUTE RESOLUTION | The parties shall attempt to resolve any dispute related to this contract as
follows. Either party shall provide to the other party, in writing and with full documentation to
verify and substantiate its decision, its stated position concerning 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 Professional Engineer Representative.
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 or direction of
the City of Nashua. If the parties are unable to resolve their dispute as described above within 30
days, the parties’ reserve the nght 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 Professional Engineer for damages because of hindrances
or delays in the progress of the work from any cause, and Professional Engineer agrees to accept

GC 5 of 11

LEGISLATIVE YEAR 2021

RESOLUTION: R-21-112

PURPOSE: Relative to amending the FY2020 HUD annual action plan to
accept Round 3 CDBG-CV funding under the 2020 CARES
Act

SPONSOR(S): Mayor Jim Donchess

Aiderwoman-at-Large Shoshanna Kelly

COMMITTEE
ASSIGNMENT: Human Affairs Committee
FISCAL NOTE: This resolution accepts and appropriates $482,813 in CDBG Cares

Act funding into the COVID-19 Impact Fund.

ANALYSIS

This resolution authorizes the City to accept and expend the CARES Act Round 3 CDBG-CV
funding for the COVID-19 Impact Program.

Approved as to account Financial Services Division
structure, numbers and

amount: By: /s/ John Griffin
Approved as to form: Office_of Corporation Counsel

By: yew bo Cone.
Date: HH Grn 20

R-21-113

RESOLUTION

‘AUTHORIZING THE MAYOR TO ENTER INTO A FIRST AMENDMENT TO THE 14
COURT STREET LEASE FOR UNIT B WITH LIQUID THERAPY, LLC

CITY OF NASHUA

In the Year Two Thousand and Twenty-One

RESOLVED by the Board of Aldermen of the City of Nashua that the Mayor is
authorized to enter into a First Amendment to 14 Court Street Lease for Unit B with Liquid
Therapy, LLC in substantially the same form as the attached.

LEGISLATIVE YEAR 2021

RESOLUTION: R-21-113

PURPOSE: Authorizing the Mayor to enter into a First Amendment to the
14 Court Street Lease for Unit B with Liquid Therapy, LLC

ENDORSERS: Alderman-at-Large Ben Clemons
Alderman Thomas Lopez

COMMITTEE
ASSIGNMENT: Finance Committee
FISCAL NOTE: Starting in 2021, there should be a reduction in utility costs for

14 Court Street.

ANALYSIS

This resolution authorizes the Mayor to enter into a First Amendment to 14 Court Street Lease
for Unit B with Liquid Therapy, LLC. The First Amendment amends the language in the
Utilities section of the lease.

Approved as to form: Office of Corporation Counsel

By: Vet, Core
Date: on Nandan 271