Search

11.

or delays in the progress of the work from any cause, and Professional Engineer agrees to accept
in full satisfaction of such hindrances and delays any extension of time that the City of Nashua may
provide.

INSURANCE Professional Engineer 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
statut and es, $100,000/$500,000/$100,000.

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

Professional Engineer 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, Employers’ Liability, and Auto Liability
policies must name the City of Nashua as an additional insured and reflect on the certificate of
insurance. Professional Engineer 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, Professional Engineer 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 Professional Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Professional Engineer 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.

>» — Professional Engineer 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
Professional Engineer or anyone employed, directed, or supervised by Professional
Engineer.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer

agrees to indemnify 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,

GC 6 of 11

13.

14.

15.

16.

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 Professional Engineer or of anyone acting under its
direction or control or on its behalf in connection with or incidental to the performance of this
contract. Professional Engineer’s indemnity, defense and hold harmless obligations, or portions
thereof, shall not apply to liability caused by the 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 Professional Engineer 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 Professional Engineer 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
Professional Engineer. Professional Engineer shall have no claim of any sort to the unexpended
funds.

COMPENSATION Review by the City of Nashua of Professional Engineer'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 Professional Engineer
to submit additional information. Unless the City of Nashua, in its sole discretion, decides
otherwise, the City of Nashua shall pay Professional Engineer in full within 30 days of approval
of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Professional Engineer, 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. Professional
Engineer 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, Professional Engineer agrees to the following terms. Professional
Engineer 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. Professional Engineer 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.

GC7 of 11

17.

18.

19.

20.

Without limitation of the foregoing, Professional Engineer's attention is directed to “Title 41’Public
Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to Public
Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal Employment,
Department of Labor” which, by this reference, is incorporated in this contract.

Professional Engineer 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 Professional Engineer under this contract.

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

Professional Engineer 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 Professional Engineer shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Engineer shall not
assign, transfer, delegate, or subcontract any nights, 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 Professional Engineer 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 Professional
Engineer 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 Professional Engineer's
expense, by Professional Engineer to the City of Nashua upon completion, termination, or
cancellation of this contract. Alternatively, if the City of Nashua provides its written approval to
Professional Engineer, 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 Professional Engineer in the

GC 8 of 11

21.

22.

performance of its obligations under this contract must be retained by Professional Engineer 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 Professional Engineer shall promptly remit and deliver the materials, at Professional
Engineer's expense, to the City of Nashua. Professional Engineer shall not use, willingly allow or
cause to have such materials used for any purpose other than the performance of Professional
Engineer's obligations under this contract without the prior written consent of the City of Nashua.

The City of Nashua acknowledges that the Professional Engineer’s Instruments of Service are not
represented to be suitable for use or reuse for any other applications or site without written
verification from the Professional Engineer and any such use or reuse without written verification
from the Professional Engineer will be at the City of Nashua’s sole risk and without liability to the
Professional Engineer.

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

Professional Engineer expressly and indefinitely waives all of its nights 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. Professional Engineer
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 nghtful or otherwise, that any material
prepared by or supplied to Professional Engineer infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Engineer infringes any patent.

Professional Engineer 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, Professional Engineer 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 Professional Engineer in writing that the whole of the work was completed
on the date indicated in the notice or provide Professional Engineer with a written list of work not
completed. With respect to work listed by the City of Nashua as incomplete, Professional Engineer
shall promptly complete the work and the final acceptance procedure shall be repeated. The date of

GC 9 of 11

23.

24.

25.

26.

27.

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 Professional Engineer 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. Professional Engineer hereby indemnifies and holds harmless 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 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 Professional Engineer 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.
Professional Engineer represents 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 Professional Engineer. If any such interest comes to the attention of Professional
Engineer at any time, a full and complete disclosure of the interest shall be immediately made in
writing to the City of Nashua. Professional Engineer also represents 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. Professional
Engineer further represents 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 Professional Engineer (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, Professional Engineer shall refund to the City of Nashua any profits realized under
this contract, and Professional Engineer 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.

Professional Engineer represents that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Professional Engineer 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 nights or remedies available to the City of Nashua under this contract or at law.

THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Professional Engineer,
including any of their respective agents or employees, shall not be liable to third parties for any act

GC 10 of 11

28.

29.

30.

31.

32.

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 Professional Engineer.

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

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Professional Engineer. 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 Souther Judicial District or in the New
Hampshire 9th Circuit Court—Nashua and not elsewhere.

RELIANCE ON REPRESENTATIONS Professional Engineer acknowledges that the City of Nashua
will be relying, and shall be entitled to rely, on the representations, undertakings and
acknowledgments of Professional Engineer as set forth in this contract. Professional Engineer
agrees to notify the City of Nashua promptly if any of its representations, undertakings, or
acknowledgments set forth in this contract ceases to be true. Each of the parties represents to the
other party that it has full authority to enter into this contract upon the terms and conditions hereof
and that the individual executing this contract on its behalf has the requisite authority to bind such
party to this contract.

GC 11 of 11

SANBORN ull HEAD 20 Foundry Street

. Building Trust. Engineering Success. Concord, NH 03301
EXHIBIT B

Mr. Jeff Lafleur February 4, 2021

Superintendent

Nashua Division of Public Works, Solid Waste Department Sent via email

840 West Hollis Street

Nashua, NH 03062

Re: Scope of Engineering Support Services
Block Wall Corrective Action CQA Services
Four Hills Landfill
Nashua, New Hampshire

Dear Jeff:

Sanborn, Head & Associates, Inc. (Sanborn Head) appreciates the opportunity to provide this
scope of services to the City of Nashua (City) relative to construction quality assurance (CQA)
support services for the gas collection and control system (GCCS} modifications at the Four
Hills Landfill to address surface emissions along the existing concrete block setback walls.
The scope of services presented herein is based on communication with the City regarding
the services needed to support this effort.

SCOPE OF SERVICES
Task 1 - Construction Phase Services

Under this task, Sanborn Head will perform construction-phase engineering services in
support of the installation of the GCCS components depicted on the construction drawings
and technical specifications approved by NHDES. This effort will include:

= Preparing for and attending a pre-construction meeting at the Four Hills Landfill to
review the project and proposed construction timeline with the selected contractor. We
assume that the City will prepare the agenda and meeting minutes for this meeting.

m Reviewing contractor submittals for conformance with the specifications for the project.

s Providing proposed pipe alignments to the Contractor for stake-out in the field by the
Contractor's surveyor.

« Updating the well schedule for the project based on ground surface elevations recorded
by the Contractor’s surveyor at the time of construction.

« Performing construction observation services to document the installation of critical
GCCS components for conformance with the drawings and technical specifications
approved by the NHDES. We assume between two and four site visits per week,
depending on the nature of the work being performed at the time, and a 5-week overall
duration for the project. While on site, Sanborn Head’s representative will meet with
representatives of the City and the contractor, observe construction (including material
testing performed by the contractor), take photographs, and document the observations.

SANBORN, HEAD & ASSOCIATES, INC. wwiwesanbornhead com

February 4, 2021 Page2
20210204 Black Wall LFG CQA Scope.docx

We understand that a representative of the City will be able to observe construction
activities and material testing when Sanborn Head is not on site.

s Preparing bi-weekly construction summaries for the NHDES. Based on a projected 5-
week duration of construction, we anticipate preparing no more than three (3} bi-weekly
reports.

= Performing a final site walk-thru with the City to evaluate the completeness of the
contractor’s work and conformance with the construction documents, and if necessary,
generating a punch-list of items to be completed by the contractor prior to Sanborn Head
signing off on substantial completion of the project.

Task 2 - CQA Report & Record Drawings Preparation

As-built survey of the constructed components will be facilitated by the contractor and
provided to Sanborn Head in AutoCAD format (ie, dwg). Following completion of
construction, Sanborn Head will be responsible for the following:

» Preparing a Construction Quality Assurance (CQA) Report for the project. The CQA
Report will address the construction activities observed by Sanborn Head and the City,
test results, and variations in construction relative to the drawings and specifications, if
any. The statements presented in the CQA Report will be limited to the extent of our
observations, our understanding of the City’s observations and documentation, and our
review of submittals and test results. The CQA Report will be signed and sealed by a
professional engineer licensed in the State of New Hampshire. Two paper copies and an
Adobe Acrobat (i.e., .pdf) electronic copy of the report will be issued to the City.

= Preparing Record Drawings for the Project. The Record Drawings will be based on as-
built documentation and survey provided to Sanborn Head by the contractor. The Record
Drawings will be included as an attachment to the CQA report.

BUDGET ESTIMATE AND BASIS OF BILLINGS

The estimated budget for each task under this scope of services is provided in the table below
and is based on the estimated time commitment required to complete the services described
above in addition to expenses associated with printing, mileage, and tolls. We will invoice
based on actual accrued time and expenses in accordance with the enclosed Schedule of Fees.
We will not perform services beyond those defined herein without first receiving written
authorization from the City.

ae Estimated
Task Task Description Budget
1 Construction Phase Services $22,200
2 CQA Report & Record Drawings Preparation $5,600
SCHEDULE

Sanborn Head is available to begin working on this project following written authorization
to proceed from the City.

i
SANBORN i HEAD

February 4, 2021 Page3
20210204 Black Wall LFG CQA Scope.dacx

TERMS OF ENGAGEMENT

Sanborn Head has a multi-year agreement in place with the City in addition to an existing
Purchase Order issued by the City to Sanborn Head in relation to this project. It is our
understanding that the City will amend its existing Purchase Order to include the scope of
services and budget described herein.

CLOSING

Thank you for the opportunity to provide this scope of services. We look forward to working
with you on this project. Please contact us should you require additional information.

Very truly yours,
SANBORN, HEAD & ASSOCIATES, INC.

Ryan L. one CA, Steinhauser, PE, CPESC, CPSWQ

Project Manager Senior Vice President
RLC/ESS:rlc

Enclosed: Schedule of Fees

\\conserv1\shdata\3000s\3066.21\ Project Control\CQA Scope\,20210204 Block Wail LFG CQA Scope.docx

SANBORN i HEAD

SANBORN || HEAD

Bullding Trust. Engineering Success.

SANBORN, HEAD & ASSOCIATES, INC.
Schedule of Fees for Fiscal Years 2020, 2021, and 2022

City of Nashua
Fiscal Year

2020 2021 2022
Senior Vice President $217 $224 $230
Vice President $207 $213 $220
Project Director $195 $201 $207
Senior Project Manager $166 $171 $177
Project Manager $155 $160 $165
Senior Project Engineer/Geologist $136 $140 $144
Project Engineer/Geologist $128 $132 $136
Engineer/Geclogist $117 $120 $124
Supervising Technician $104 $107 $110
Senior Engineering Technician $94 $97 $100
Engineering Technician $87 $90 $93
Support Staff $75 $77 $80
Subcontractors and Outside Services Cost plus 10%
Other Direct Expenses Cost plus 10%

Hourly rates will be charged for time worked on the project and for the time required for travel
between the office and the meeting or project site. Local travel will be at IRS allowed rates.

Overtime hours will be charged using the hourly rates listed above.

Hourly rates for expert witness testimony, including preparation time, and other special
services such as corporate acquisition due diligence studies that generally require a dedicated
commitment of senior staff, will be provided upon request.

This fee schedule applies for the City of Nashua fiscal years 2020 (from July 1, 2019 to June 30,

2020), 2021 (from July 1, 2020 to June 30, 2021), and 2022 (from July 1, 2020 to June 30,
2021).

https://sanbornhead sharepoint. cam/The Well/Projects/Fees/2020 Fee Schedules/SWCSA Std-2020-2022 (Nashua).docx

SANBORN, HEAD & ASSOCIATES, INC. www.sanbornhead.com