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Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen

From: Mayor Jim Donchess

Date: May 13, 2021

Re: Multi-Year Contract Award — Air Quality and Landfill Gas Testing

Pursuant to NRO: § 5-74/B: A contract that extends from the current fiscal year into succeeding

fiscal year(s) in which no funds have been appropriated nor otherwise designated for this purpose
shall be approved by the full Board of Aldermen before the contract shall become binding on the

City.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the May 19, 2021 meeting and as such | am requesting the full Board of
Alderman approve the following contract:

Item: Air quality and landfill gas sampling/analysis services at Shady Lane
Landfill and New Searles School
Value: $23,100 per year for a contract total of $69,300
Vendor: TRC Environmental Corporation
Purchasing Memo#: 21-131 dated May 13, 2021
Contract Term: 3 years
Thank you.

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH.gov
www. NashuaNH.gov

To:

From:

Motion F:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: April 29, 2021

Jeff Lafleur, Superintendent
Solid Waste Department

Approval of a contract award to TRC Environmental Corporation (TRC) of
Manchester, NH for landfill gas and air quality monitoring services at the Shady
Lane Landfill and New Searles School

To approve a three year contract for air quality and landfill gas sampling and
analysis services at Shady Lane Landfill and New Searles School for the Solid
Waste Department with TRC of Manchester, NH in the amount not to exceed
$69,300. Funding will be through: Department: 168 Solid Waste; Fund: Solid
Waste; Account Classification: 53 Professional and Technical Services.

The Solid Waste Department solicited RFP’s in March 2021 to engage a firm
with substantial experience in analytical field and laboratory testing relative to air
quality and landfill gas. The professional skills and services required to produce
the required results consist of ambient air and landfill gas sampling, analysis and
reporting. These services are performed at the former Shady Lane landfill and
New Searles School.

Three bids were received. TRC was chosen based on the qualifications and
experience presented in their response to the City’s RFP. TRC has also provided
the required certificate of insurance to accomplish this testing

Bidder Information Total Fee Proposal
TRC Environmental Corporation Total: $69,300.00
Civil & Environmental Consultants, Inc. | Total: $89,100.00
CTEH, LLC Total: $105,655.68

This contract was awarded with the option for potential annual renewals for up to
three years under the same terms and conditions for each fiscal year (July 1 to
June 30) at the discretion of the City. The contract is scheduled for submittal to
the Finance Committee upon Board of Public Works approval and is subject to
approval of the City’s FY22 budget.

The Solid Waste Superintendent and the Environmental Engineer recommend
awarding TRC of Manchester, NH the contract for these services.

CONTRACT FOR INDEPENDENT CONTRACTOR

AIR QUALITY AND LANDFILL GAS TESTING
SHADY LANE LANDFILL & NEW SEARLES SCHOOL

RFP0016-041221
A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, CITY HALL, NASHUA, NH 03060
AND

TRC ENVIRONMENTAL CORPORATION
and its successors, transferees and assignees (together “Independent Contractor”)
NAME AND TITLE OF INDEPENDENT CONTRACTOR

650 SUFFOLK STREET, LOWELL MA 01854
ADDRESS OF INDEPENDENT CONTRACTOR

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time
to time requires the services of an Independent Contractor ; and

WHEREAS, it is deemed that the services of an Independent Contractor herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Independent Contractor represents they are duly qualified, equipped, staffed, ready,
willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as
follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and
are made part of this contract:

Exhibit A--General Conditions for Contracts
Exhibit B—TRC Environmental Corporation proposal submittal dated April 12, 2021

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents
which are not listed in this Article are not part of the Contract.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the
written change order or the fully executed City of Nashua Purchase Order shall control over the terms
of the Proposal.

AG 1 of 4

2. WORK TO BE PERFORMED. Except as otherwise provided in this contract, Independent Contractor
shall furnish all services, equipment, and materials and shall perform all operations necessary and

required to carry out and perform in accordance with the terms and conditions of the contract the work
described.

SCOPE OF SERVICES:

The scope of services shall include the following tasks:
>» Perform all necessary sampling and analytical testing outlined in the scope of services.

> Become familiar with the site subject to this RFP, including knowledge of air and landfill gas
sampling locations.

> Perform a thorough quality assurance review of the field, analytical, and laboratory QA/QC
data, and certify that results and detection limits are within acceptable limits for the analytical
method or field instrument used. Any anomalies or inconsistencies in the data, including
laboratory QA/QC data should be explained in writing. The City reserves the right to reject
any data that fails quality assurance review and shall require re-testing at the contractor’s
expense. A list of minimum detection limits to be achieved for each of the laboratory and field
analyses specified under the scope of services on page 6 shall be included with the proposal.

>» When called upon, meet with the City to review data at no additional cost to the City.
Additionally, perform re-sampling and analysis at no additional cost to the City in the event of
field or laboratory contamination of samples or if questionable analysis results are reported.

> Notify and coordinate all sampling events through the City designated contact person.

3. PERIOD OF PERFORMANCE. The term of the contract will be for three (3) years, with first year
commencing on or about_July 1, 2021 and terminating on June 30, 2024. Each year is subject to
annual budget appropriations and at the City of Nashua's sole discretion. A separate/amended purchase
order shall be issued for each year of the contract.

Independent Contractor shall perform and complete all work within the time periods set forth and may
only be altered by the parties by a written agreement to extend the period of performance or by
termination in accordance with the terms of the contract. Independent Contractor shall begin
performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City
of Nashua.

4. COMPENSATION. Independent Contractor agrees to perform the work for a total cost not to exceed
Independent Contractor agrees to perform the work for a total cost not to exceed

TWENTY - THREE THOUSAND DOLLARS and 00/100 DOLLARS ($23,100) annually for
each year of the contract and in accordance with 7.0 PROPOSAL COSTS.

AG 2 of 4

The Contract Sum shall include all items and services necessary for the proper execution and
completion of the Work.

Unless Independent Contractor has received a written exemption from the City of Nashua, Independent
Contractor shall submit an itemized Application for Payment for operations completed in accordance
with the values stated in the Agreement. Such applications shall be supported by such data substantiating
the Independent Contractor’s right to payment as the City of Nashua may reasonably require.
Independent Contractor shall submit requests for payment for services performed under this agreement
directly to:

>» Electronically via email to VendorAPInvoices@NashuaNH. gov

OR

>» Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Please_do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua
requires that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

The City of Nashua will pay for work satisfactorily completed and accurately invoiced by Independent
Contractor within thirty (30) days from the time of approval by the City of Nashua.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until the date of execution
by the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract
shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage
prepaid, and registered or certified, and shall be addressed to:

Jeff Lafleur, Superintendent
City of Nashua -Division of Public Works
Solid Waste Department
840 West Hollis Street
Nashua, NH 03062

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to
be given to and received by the addressee thereof on the third business day after being deposited in the
mail. The City of Nashua or Independent Contractor may change the address or representative by giving
written notice to the other party.

AG 3 of 4

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

City of Nashua, NH (signature) TRC ENVIRONMENTAL (signature)

James W _Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

AG 4 of 4

SND Ww FY SN

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

INDEPENDENT CONTRACTOR STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK

CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
Ciry INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

GC 1 of 12

1.

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Independent Contractor”, and its
successors, transferees and assignees (together “Independent Contractor”) includes any of
the Independent Contractor's consultants, sub consultants, contractors, and subcontractors

INDEPENDENT CONTRACTOR STATUS The parties agree that Independent Contractor 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 of Nashua and Independent Contractor, and nothing in this contract shall create any
contractual relationship between the City of Nashua and Independent Contractor's
consultants, sub consultants, contractors, or subcontractors. The parties also agree that
Independent Contractor is not a City of Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees
of the City of Nashua;

(4) Participation or contributions by either the Independent Contractor or the
City of Nashua to the public employee’s retirement system;

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

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Independent Contractor shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed
under this contract. Independent Contractor warrants that all work shall be performed with
the degree of professional skill, care, diligence, and sound practices and judgment that are
normally exercised by recognized professional firms with respect to services of a similar
nature. It shall be the duty of Independent Contractor to assure at its own expense that all
work is technically sound and in conformance with all applicable federal, state, and local
laws, statutes, regulations, ordinances, orders, or other requirements. In addition to all
other rights which the City of Nashua may have, Independent Contractor shall, at its own
expense and without additional compensation, re-perform work to correct or revise any
deficiencies, omissions, or errors in the work or the product of the work or which result
from Independent Contractor's failure to perform in accordance with this standard of care.
Any approval by the City of Nashua of any products or services furnished or used by
Independent Contractor shall not in any way relieve Independent Contractor of the
responsibility for professional and technical accuracy and adequacy of its work. City of
Nashua review, approval, or acceptance of, or payment for any of Independent Contractor's
work under this contract shall not operate as a waiver of any of the City of Nashua's rights
or causes of action under this contract, and Independent Contractor shall be and remain
liable in accordance with the terms of the contract and applicable law.

Independent Contractor shall furnish competent and skilled personnel to perform the work
under this contract. The City of Nashua reserves the right to approve key personnel
assigned by Independent Contractor to perform work under this contract. Approved key
personnel shall not be taken off of the project by Independent Contractor without the prior

GC 2 of 12

written approval of the City of Nashua, except in the event of termination of employment.
Independent Contractor shall, if requested to do so by the City of Nashua, remove from the
job any personnel whom the City of Nashua determines to be incompetent, dishonest, or
uncooperative.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by
Independent Contractor, and any other communication about the contract shall be
addressed or be delivered to the City of Nashua Representative.

CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order,
make changes to the general scope, character, or cost of this contract and in the services or
work to be performed, either increasing or decreasing the scope, character, or cost of
Independent Contractor's performance under the contract. Independent Contractor shall
provide to the City of Nashua within 10 calendar days, a written proposal for accomplishing
the change. The proposal for a change shall provide enough detail, including personnel
hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able to
adequately analyze the proposal. The City of Nashua will then determine in writing if
Independent Contractor should proceed with any or all of the proposed change. If the
change causes an increase or a decrease in Independent Contractor's cost or time required
for performance of the contract as a whole, an equitable adjustment shall be made and the
contract accordingly modified in writing. Any claim of Independent Contractor for
adjustment under this clause shall be asserted in writing within 30 days of the date the City
of Nashua notified Independent Contractor of the change.

When Independent Contractor seeks changes, Independent Contractor shall, before any
work commences, estimate their effect on the cost of the contract and on its schedule and
notify the City of Nashua in writing of the estimate. The proposal for a change shall
provide enough detail, including personnel hours for each sub-task and cost breakdowns
of tasks, for the City of Nashua to be able to adequately analyze the proposal. The City of
Nashua will then determine in writing if Independent Contractor should proceed with any
or all of the proposed change.

Except as provided in this paragraph, Independent Contractor shall implement no change
unless the City of Nashua in writing approves the change. Unless otherwise agreed to in
writing, the provisions of this contract shall apply to all changes. The City of Nashua may
provide verbal approval of a change when the City of Nashua, in its sole discretion,
determines that time is critical or public health and safety are of concern. Any verbal
approval shall be confirmed in writing as soon as practicable. Any change undertaken
without prior City of Nashua approval shall not be compensated and is, at the City of
Nashua's election, sufficient reason for contract termination.

CITY OF NASHUA COOPERATION — The City of Nashua agrees that its personnel will
cooperate with Independent Contractor in the performance of its work under this contract
and that such personnel will be available to Independent Contractor for consultation at
reasonable times and after being given sufficient advance notice that will prevent conflict
with their other responsibilities. The City of Nashua also agrees to provide Independent
Contractor with access to City of Nashua records in a reasonable time and manner and to
schedule items that require action by the Board of Public Works and Finance Committee
in a timely manner. The City of Nashua and Independent Contractor also agree to attend
all meetings called by the City of Nashua or Independent Contractor to discuss the work

GC 3 of 12

under the Contract, and that Independent Contractor may elect to conduct and record such
meetings and shall later distribute prepared minutes of the meeting to the City of Nashua.

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Independent Contractor warrants that it has examined all contract documents, has brought
all conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua
in writing, and has concluded that the City of Nashua's resolution of each matter is
satisfactory to Independent Contractor. All future questions Independent Contractor may
have concerning interpretation or clarification of this contract shall be submitted in writing
to the City of Nashua within 10 calendar days of their arising. The writing shall state
clearly and in full detail the basis for Independent Contractor's question or position. The
City of Nashua representative shall render a decision within 15 calendar days. The City of
Nashua's decision on the matter is final. Any work affected by a conflict, error, omission,
or discrepancy which has been performed by Independent Contractor prior to having
received the City of Nashua's resolution shall be at Independent Contractor's risk and
expense. 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 of the City of Nashua. Independent Contractor is responsible for requesting
clarification or interpretation and is solely liable for any cost or expense arising from its
failure to do so.

TERMINATION OF CONTRACT

A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its
sole discretion, shall have the right to terminate, abandon, or suspend all or part of the
project and contract at will. If the City of Nashua chooses to terminate, abandon, or
suspend all or part of the project, it shall provide Independent Contractor 10 days’ written
notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shall be
treated as a termination at will of all or part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Independent
Contractor shall:

Immediately discontinue work on the date and to the extent specified in the notice.
Place no further orders or subcontracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work
under the contract that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts to the extent they
relate to the performance of work terminated, abandoned, or suspended under the
notice, assign to the City of Nashua any orders or subcontracts specified in the
notice, and revoke agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of

a written notice from the City of Nashua to resume performance.

Ne

In the event of a termination, abandonment, or suspension at will, Independent Contractor
shall receive all amounts due and not previously paid to Independent Contractor for work
satisfactorily completed in accordance with the contract prior to the date of the notice and

GC 4 of 12