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Services, Inc?

Statement of Work
LanguageLine® Phone™ and InSight Video Interpreting®

Please confirm your tax exempt status by checking one of the boxes below, and providing the necessary supporting

documentation.
Tax Exempt Status
ONo 0 Yes - If yes, please include a copy of your tax-exempt determination letter or certificate.

The person signing this agreement certifies that such person has read, and acknowledged all terms and conditions, that he or
she has read and understands all of the terms and conditions and is fully authorized to execute this Agreement on behalf of and
bind the Customer to all its terms and conditions. Both parties agree the delivery of the signed service agreement by facsimile
or e-mail shall have the same force and effect of execution and delivery as the original signature.

Nashua Police Department Language Line Services, Inc.

Accepted and agreed to date: Accepted and agreed to date:
Signature: Signature:

Print Name: Bonaventura A. Cavaliere
Title: cFO

© 2019 Language Ling Services, Inc. * Ona Lower Ragsdale Drive, Bldg. 2 * Monterey, CA 93940 « www. LanguageLing.com> «REV 06.17.19 4

Language Line
Services, Inc!

Master Service Agreement

Master Service Agreement with

Nashua Police Department

Language Line Services, Inc. (the “Company”) and you, the Customer (“Customer” or “you"} (together, the “Parties” and each a
“Party”), agree that the terms and conditions below and in all attachments and addenda hereto will apply to the services provided
by the Company to you under this Agreement.

1.

TERMS OF SERVICE
TERM OF AGREEMENT, This Agreement is a Master Services Agreement for all of the services currently offered by Company
(the “Services”). This Agreement and each of the Services you choose to receive from Company will become effective upon
the signing by both parties of this Agreement and will continue in effect until terminated under Section 12 (“Termination”).
If you continue to request and receive Services after this Agreement has been terminated for any reason, this Agreement
will continue in full force and effect.

PAYMENT TERMS. Fees and any additional terms and conditions for each of the Services are identified in the respective
Services Statements of Work, each of whichis made a part of this Agreement. Customer agrees to pay all undisputed invoiced
charges for Services in full within thirty (30} days of the invoice date. Any disputed charges in an invoice must be identified
to the Company within thirty (30) days of the invoice issue date or right to dispute will be waived by Customer. Customer
shalt not have the right to set-off any disputed amounts. Amounts subject to dispute once resolved will be (i) credited to
Customer on the next invoice {if resolved in favor of Customer}, (ii) added to the next invoice (if resolved in favor of Company)
or (iii) as otherwise mutually agreed upon. Invoices will be sent to Customer's billing address shown in Schedule A hereto,
orto such other address as Customer may specify by giving written notice to Company to CustomerCare@ languageline.com.
If Customer will not be paying for any specific affiliates, those affiliate(s) must be identified on Schedule A and must enter
into a separate Master Service Agreement with Company. If Customer wants Company to identify any such excluded
affiliate(s) by specific name in documentation, please provide a list of the affiliate(s) by name to the Company sales
representative assigned to Customer.

USE OF SERVICES. Customer warrants that it will not (i) resell the Services to any third parties; however, Customer may
charge its own customers, clients or patients for the Services and/or (ii) use the Services in any manner that may violate any
applicable law, rule or regulation. Customer and each affiliate will be assigned a Client Identification Number ("CID") for use
in ordering products and services. Customer shall be solely and fully responsible for charges resulting from the use of these
CIDs, whether or not such use is authorized by Customer.

CONFIDENTIALITY. If the Parties have not signed a Non-Disclosure Agreement, the Parties agree that during the term of this
Agreement and thereafter, neither Party will disclose any of the other's Confidential Information nor any of the other's
customers/clients Confidential Information to any third party and will use Confidential Information only for purposes
specifically contemplated by this Agreement. These obligations do not apply to information that Is expressly identified by a
Party as not being confidential or that is in the public dornain. If either party has been requested to disclose or is required
by discovery request in a litigation, subpoena, civil investigative demand or similar process to disclose any such information
then that party so compelled may disclose such information without liability after giving reasonable notice to the other party
promptly to assert whatever objections the other party desires to prevent such disclosure within such deadlines as are
required by the governing statutes, rules or regulations. For purpose of this Agreement, the term “Confidential Information”
means {a) information identified by a Party as being Confidential Information, (b) personally identifiable personal or health
information protected under a law or regulation, including HIPAA, Graham-Leach-Bliley, and the General Data Protection
Regulation (EU) 2016/679 (the “GDPR”), {c) itis understood by both parties that the customer is subject to NH RSA 91-4
(the “ Right-to Know law”) and has no control over the disclosure of public documents or the utilization of public documents
by others.

COMPANY PERSONNEL, Customer understands and acknowledges that in providing the Services, the Company does not
subcontract any of its Services and its linguist workforce consists of its own employees, individual independent contractor
interpreters and individual interpreters provided through professional interpretation employment companies (collectively,
“LLS Personnel”}. All LLS Personnel are subject to the same quality contro! standards and certification criteria and are
supervised by Company, which is solely responsible for ensuring that that the terms and conditions of its customer
agreements are met. No LLS Personnel are assigned to any specific customer and LLS Personnel availability is based on the
language for which interpretation is sought and the real-time availability of LLS Personnel. Customer hereby approves the
use of all of LLS Personnel.

© 2019 Language Line Services, inc. * One Lower Ragsdale Drive, Bldg. 2° Monterey, CA 93940 © www.LanguageLine.com* « REV 06.17.19 1

Language Line §
Services, Inc:

Master Service Agreement

6.

10.

11,

12.

13.

RELATIONSHIP OF PARTIES. The parties are independent contractors, and nothing in this Agreement will be deemed to place
the parties in the relationship of employer-employee, principal-agent, partners or joint venturers. Each party will be
responsible for paying its own payroll taxes, disability insurance payments, unemployment taxes, any employee benefits (if
applicable) and other similar taxes, benefits or charges.

LIMITED WARRANTIES AND LIABILITY. THE COMPANY WILL PERFORM ALL OF THE SERVICES IN A PROFESSIONAL MANNER
CONSISTENT WITH INDUSTRY STANDARDS. THE COMPANY MAKES NO OTHER REPRESENTATION, WARRANTY OR
GUARANTEE, EXPRESS OR IMPLIED, OF ANY KIND, AND THE COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY OR
CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT
INTERPRETATIONS, TRANSLATIONS, AND LOCALIZATIONS MAY NOT BE ENTIRELY ACCURATE IN ALL CASES AND THAT EVENTS
OUTSIDE OF THE CONTROL OF LANGUAGE LINE MAY RESULT IN UNCOMPLETED OR INTERRUPTED SERVICE. EXCEPT FOR THE
PARTIES’ OBLIGATIONS UNDER SECTIONS 4 (CONFIDENTIALITY), 8 (INDEMNIFICATION) AND CUSTOMER'S OBLIGATIONS
UNDER SECTION 2 (PAYMENT TERMS), AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY’S
AGGREGATE LIABILITY TO THE OTHER FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT AND
INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL BE $500,000.00 AND EXCEPT AS IS PROHIBITED BY LAW OR SUBJECT
TO A PARTY’S OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT,
PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE},
HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE
REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION. The parties each agree to hold harmless and indemnify the other party and their respective officers,
directors, employees, affiliates and agents from and against any claims, causes of action, damages, costs, fees, expenses,
settlement or any other form of damage or expense relating to (a) a third party claim for an intellectual property violation
ora breach of Section 4 of this Agreement (“Confidentiality”), (b) a claim by an employee, vendor or agent of one party
asserted against the other party, or (c) the fraudulent or intentionally wrongful act of any kind by the employee or agent of
one party resulting in damages to the other party. The Company maintains extensive insurance coverage for its Services. A
copy of the Certificate of Insurance will be supplied to Customer upon request.

PUBLICITY, Customer agrees that the Company may use Customer's name and/or corporate logo on Company's website and
marketing materials and upon Company's reasonable request will provide a testimonial regarding Company’s Services for
use in Company's marketing of its Services.

ASSIGNMENT. Neither party may assign this Agreement without the prior written consent of the other party, except that
the Company may assign its right to payment to an affiliated company and, either party may assign this Agreement to a
successor company without consent, provided that the successor company ratifies and assumes this Agreement in its
entirety and provides notice of the assignment to the other party.

ACQUISITION OR MERGER OF CUSTOMER. If Customer is acquired by or merged into an existing Company customer or
acquires an existing Company customer, the terms and conditions of this Agreement, including pricing as set out in the
applicable Services Attachments, shall remain unaffected unless the parties otherwise agree in a written amendment to this
Agreement.

TERMINATION. Either party may terminate this Agreement (a) on one hundred twenty (120) days’ notice for any reason, or
(b} on thirty (30) days’ written notice if the other party has not cured the breach in 30 days, or if the breach cannot be cured
in thirty (30) days, on the date agreed on by the parties for cure to be completed. Upon termination of this Agreement for
any reason, Customer shall pay the final inveice from the Company within thirty (30) days of the receipt of the final invoice.
Any disputed charges must be identifted by Customer within the thirty (30) day period. The parties will use good faith efforts
to resolve any disputed charges within the thirty (30) day period and any adjustment paid or credited will be made within
thirty (30) days after the dispute has been resolved.

ADDITIONAL TERMS. (a) WAIVER OR DELAY, Any express waiver or failure to exercise promptly any right under this
Agreement will not create a continuing waiver or any expectation of non-enforcement. (b) SURVIVAL OF OBLIGATIONS. The
obligations of the Parties under this Agreement which by their nature should continue beyond the termination or expiration
of this Agreement will remain in effect after termination or expiration. (c) NO THIRD-PARTY BENEFICIARIES. Neither this
Agreement nor the provision of Services shail be construed to create any duty or obligation on the part of Company to any
third parties, including, without limitation, any persons participating in or the subject of conversations for which Services
are provided, and does not provide any third party with any right, privilege, remedy, claim or cause of action against
Company, its affiliates or their respective successors. (d} CHOICE OF LAW. Any action arising out of this Agreement, as well
as the validity, construction and interpretation of this Agreement, will be governed by New Hampshire law relating to

© 2019 Language Line Services, Inc. One Lower Ragsdale Drive, Bldg. 2 * Monterey, CA 93940 » www.LanguageLing.com« © REV 06.17.19 2

Language Line |
Services, Inc?

Master Service Agreement

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contracts made in the State of New Hampshire and controlling U.S. federal law. No choice of law rules of any jurisdiction
will apply. 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 in Hillsborough County { New Hampshire) Superior Court
Southern judicial District or in the New Hampshire 9* Circuit Court-Nashua and not elsewhere (e}) BINDING EFFECT. This
Agreement shall be binding upon the parties hereto, their successors, or assigns, and upon any and all others acting by or
through them, or in privity with them, or under their direction (f} COUNTERPARTS; HEADINGS. This Agreement may be
executed in counterparts and as so executed shall constitute one agreement, binding on all parties. The Headings have no
substantive effect and are used merely for convenience. (g)FORCE MAJEURE. A party is not liable under this Agreement for
non-performance or delayed or interrupted performance caused by events or conditions beyond that party's control if the
party makes reasonable efforts to perform. This provision does not relieve Customer of its obligation to make all payments
then owing when due. (h) NOTICES. All notices to be given under this Agreement must be in writing and addressed as follows:
(a} to Company at One Lower Ragsdale Drive, Bldg. 2, Monterey, CA 94930 Attn: Contract Administration, or by e-mail to
customercare@ languageline.com with a copy to contractadministrationteam@languageline.com, and {b) to Customer at
the address or e-mail shown on Schedule A for the Operations Contact, or the most current address provided by Customer
to Company. Any notices sent by overnight courier (such as FedEx, DHL, USPS, etc.}, or by first class mail, postage prepaid,
is effective upon deposit with the post office or the overnight courier and any notice sent by e-mail shall be effective on the
date the e-mail is sent except that any e-mail sent on a weekend or holiday shall be effective on the next business day. (j)
COMPLIANCE. Language Line Services, Inc., is an equal opportunity employer and federal contractor. Consequently, as
applicable, the parties will abide by the requirements of Title 41 of the United States Code of Federal Regulations (CFR) §§
60-1.4{a), 60-300.S(a) and 60-741.S(a), which are incorporated herein by reference. These regulations prohibit
discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and
prohibit discrimination against all individuals based on their race, color, creed, sex, sexual orientation, gender identity, or
national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to
employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender
identity, national origin, protected veteran status or disability. As applicable, the parties will abide by the requirements of
Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal
labor laws.

ENTIRE AGREEMENT. This Agreement, including all Schedules and Services Statements of Work, constitute the parties’ entire
agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications,
proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote,
order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this
Agreement. No modification to this Agreement will be binding unless in writing and signed by an authorized representative
of each party. If any provision, or part thereof, in this Agreement is held to be invalid, void or illegal, it shall be severed from
this Agreement and shall not affect, impair, or invalidate any other provision, or part thereof, and it shall be replaced by a
provision which comes closest to the severed provision, or part thereof, in language and intent, without being invalid, void,
or illegal.

AUTHORIZATION. The person signing this Agreement on behalf of Customer certifies that such person has read, understoad,
and acknowledged all of its terms and conditions, and is fully authorized to execute this Agreement on behalf of and bind
the Customer to allits terms and conditions. Both parties agree that the delivery of the signed service agreement by facsimile
or e-mail or use of a facsimile signature or other similar electronic reproduction of a signature or electronic signature shall
have the same force and effect of execution and delivery as an original signature, and in the absence of an original signature,
shall constitute the original signature.

Nashua Police Department Language Line Services, Inc.
Accepted and agreed to date: Accepted and agreed to date:
Signature: Signature:

Print Name: Bonaventura A. Cavaliere
Title: CFO

© 2019 Language Line Services, Inc. * One Lower Ragsdale Drive, Bldg. 2 « Monterey, CA 93940 « www.LanguageLina.com* » REV 06.17.19 3

| Language Line |
Services, Inc:

Master Service Agreement

Schedule A with

Nashua Police Department

CUSTOMER CONTACT INFORMATION

Operations Contact Billing Contact DO Same as Operations Contact
Name: Name:

Title: Title:

Telephone: Telephone:

Fax: Fax:

E-mail: E-mail:

Address: Address:

City, State, Zip: City, State, Zip:

Tax Exempt Status

ONo 0 Yes - If yes, please include a copy of your tax-exempt determination letter or certificate.

Excluded Affiliates - Please identify affiliates, whose use of the Services will NOT be paid by you. Please identify any
additional affiliates and attach to this document.

1ST AFFILIATE - Name:

Address, City, State, and Zip:

Contact Name, Phone, and E-mail:

2ND AFFILIATE - Name:

Address, City, State, and Zip:

Contact Name, Phone, and E-mail:

3RD AFFILIATE - Name:

Address, City, State, and Zip:

Contact Name, Phone, and E-mail:

© 2019 Language Line Services, Inc. « One Lower Ragsdate Drive, Bldg. 2 * Montaray, CA 93940 © werw.LanguageLine.com* * REV 06.17.19 4

City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

September 9, 2021
Memo #22-168

TO: Mayor Donchess
Finance Committee

SUBJECT: Landfill Gas Expansion Phase III in the amount not to exceed $457,720 funded from
accounts 81300 Machinery & Equipment

Please see attached communications from Jeff Lafleur, Superintendent of Solid Waste, dated August 26,
2021 for project specific details related to this purchase. Below please find a summary of the purchase
approval request:

Item: Phase Ill construction of the expansion of the landfill gas collection system
Value: $457,720
Vendor: SCS Field Services

Department: 168 Solid Waste
Source Fund: 81300 Machinery & Equipment

Ordinance: Pursuant to § 5-84 Special purchase procedures. A/(5) Purchases from a sole
manufacturer, where it is determined to be more efficient and economical to
reduce costs of maintenance of additional repair parts, supplies or services.

The Board of Public Works (8/26/21 BPW meeting), Division of Public Works: Solid Waste, and the
Purchasing Department respectfully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: J Lafleur
C O'Connor

To:

From:

Re:

Motion A:

Attachments:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: August 26, 2021

Jeff Lafleur, Superintendent
Solid Waste Department

2021 Landfill Gas System Expansion — Phase III

To approve a contract with SCS Field Services of Reston, VA to construct an
expansion of the landfill gas collection system in the amount of $457,720 pending
bond approval. Funding will be through Department 168 Solid Waste; Fund:
Bond; Activity: Landfill Gas System Expansion.

Scope of Services and Schedule of Values and Sole Source Memo

The City solicited a bid from SCS Field Services to construct an expansion of the
landfill gas collection system into the Phase III landfill. This phase of the landfill,
which was constructed in 2019 and began waste filling operations approximately
one year ago, has no gas collection infrastructure or wells. In order to prevent
odors and fugitive methane emissions, the existing gas co!lection system must be
expanded into this phase of the landfill. The Solid Waste Department’s
engineering firm, Sanborn Head and Associates, Inc. (SHA) prepared a
construction design to extend the main vacuum header into Phase III, construct a
condensate trap, install seven (7) new horizontal gas collection wells, and connect
six (6) leachate cleanout pipes to vacuum. This expansion of the gas collection
system is required to control odors, mitigate fugitive methane surface emissions
and comply with the NHDES approved Operating Plan — Phase PIN Secure
Landfill Expansion and the Landfill Gas Collection System Enhanced Monitoring
Protocol/Standard Operating Procedures (EMP/SOP).

SCS Field Services is the Solid Waste Department’s preferred vendor for gas
collection system construction. SCS specializes in this type of work and performs
landfill gas system construction projects nationally. They have constructed at least
90% of the existing gas system infrastructure in the Phase I/II landfill. Based on
the qualifications of SCS Field Services it is the recommendation of the
Superintendent of Solid Waste to accept SCS Field Services as the vendor to
perform the work listed above.

THE CITY OF NASHUA “the Cate City’

Diviston of Public Works
Said Waste Department

August 26, 2021
MEMO
From: Jeff Lafleur, Superintendent, Solid Waste Dept.
To! Kelly Parkinson, Purchasing Manager
ce: Carolyn O’ Connor, DPW Finance & Administration Manager

RE: Sole Source for Landfill Gas System Construction
SCS Field Services

The Nashua Solid Waste Department is permitted by the New Hampshire
Department of Environmental Services (NHDES) to operate the Four Hills
Phase I/II/III municipal solid waste landfill. The Four Hills
facility provides solid waste disposal and recycling services to the
residents and businesses of Nashua.

Four Hills operates under both solid waste and air emission permits
administered by NHDES. One of the requirements of these permits is to
control landfill gas emissions from the landfill. Uncontrolled gas
emissions are a source of air pollution and foul odors, and are
potentially explosive.

To collect and control landfill gas emissions, the Solid Waste
Department operates a landfill gas collection system in the Phase
I/II/III landfill. This system consists of a series of horizontal and
vertical perforated pipes {wells) installed in the waste mass, which
are connected to a vacuum source. Gas is extracted through the wells
under vacuum and is directed to an on-site landfill gas-toc-energy
facility or flare where it is combusted.

The Solid Waste Department is required to expand the gas collection
system as the waste mass grows and as needed to control gas emissions
and odors. Typically, an expansion of the system is constructed
annually. The process to secure funding through bonding, design, bid,
receive board approvals and construct an expansion can take up to six
months.

The length of time it takes to get an expansion constructed can be
problematic if we are getting numerous complaints of odor from the
surrounding neighbors, are up against an NHDES deadline to implement
corrective actions to address excess emissions, or under threat of a
Notice of Violation.

840 West Hollis Street » Nashua, New Hampshire 03062 * Phone (603) 589-3410 « Fax
(603) 589-3448

The solid waste department would like to be able to use a single, sole
source contractor for landfill gas construction services. This would
significantly decrease the amount of time it takes to construct gas
system expansions by eliminating the bid and approval requirements for
each individual project. This would allow the Solid Waste Department
to respond much more quickly to odor issues and regulatory deadlines.

The Solid Waste Department is recommending SCS Field Services (SCS) as
the sole source contractor to construct landfill gas system
expansions. SCS specializes in this type of work and performs
landfill gas system construction projects nationally. They are well
known to the Solid Waste Department as they have constructed at least
90% of the existing gas system infrastructure in the Phase I/II
landfill. They have typically been the low bid in every gas system
expansion project issued for bid since 2009. They have a thorough
knowledge of the mechanics and operations of landfills and landfill
gas collections systems. They are dependable, perform good quality
work, and have been flexible and responsive to the City’s needs.

The ability to mobilize SCS to Four Hills quickly will improve the
Solid Waste Departments ability to address odors and uncontrolled gas
emissions in a timely fashion, before they negatively affect the
surrounding neighbors and come to the attention of regulators.

840 West Hollis Street > Nashua, New Hampshire 03062 « Phone (603) 589-3410 + Fax
(603) 589-3448

City of Nashua

Purchasing Department

Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233
September 9, 2021
Memo #22-169
TO: Mayor Donchess
Finance Committee
SUBJECT: Engineering Consulting in the amount not to exceed $2,600,000 funded from accounts

SFR Loan

Please see attached communications from Daniel Hudson, City Engineer, dated August 26, 2021 for project
specific details related to this purchase. Below please find a summary of the purchase approval request:

Item: Engineering Consulting for implementation of Phase Il of the Capacity,
Management, Operation and Maintenance (CMOM) plan

Value: $2,600,000

Vendor: Hazen and Sawyer

Department: 169 Wastewater
Source Fund: SRF Loan

Ordinance: Pursuant to NRO § 5-83 Professional Services (A) In the purchase of accounting,
architectural, auditing, engineering, legal, medical and ambulance services and
purchases of independent professional consultant services for personnel, data
processing, actuarial, planning, management and other comparable purchases
competitive bidding shall not be required.

The Board of Public Works (8/26/21 BPW Meeting), The Division of Public Works: Engineering, and the
Purchasing Department respectfully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: D Hudson
C O'Connor