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20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or

21,

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 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 rights 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 rightful 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

GC 9 of 11

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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 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

GC 10 of 11

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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 coniract 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 rights 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 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 Southern 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

EXHIBIT B

SANBORN itt HEAD 20 Foundry Street
Building Trust. Engineering Success. Concord, NH 03301

Mr. Jeff Lafleur July 11, 2019

Superintendent File No. 3066.14

Nashua Division of Public Works, Solid Waste Department

840 West Hollis Street Sent via email

Nashua, NH 03062

Re: Scope of Engineering Services - Fiscal Years 2020, 2021, and 2022
Solid Waste Services - City of Nashua
Nashua, New Hampshire

Dear Jeff:

Sanborn, Head & Associates, Inc. (Sanborn Head) appreciates the opportunity to provide
this scope of engineering services to the City of Nashua (City) relative to solid waste-
related services during fiscal years (FY) 2020, 2021, and 2022. The scope of services
presented herein is based on communication with the City regarding services needed
during a typical FY as well as services commonly provided by Sanborn Head over the past
several years.

SCOPE OF ENGINEERING SERVICES
Task1 Air Permit/Emissions Reporting and Related Services

Sanborn Head will provide the City with the following air-related services for the Four Hills
Landfill:

= Reviewing the semi-annual and annual air permit compliance reports prepared by the
City or EPP Renewable Energy, LLC, if requested by the City;

= Providing support for compliance with the City’s EMP/SOP;
= Providing support for compliance with the City’s Title V Operating Permit;
= Preparing the annual Non-Methane Organic Compound report;

= Preparing the annual emissions inventory for the landfill gas flare and fugitive
emissions;

= Preparing the federal greenhouse gas report; and

= Providing regulatory compliance support.

Task2 Groundwater Reporting

We anticipate that Sanborn Head will assist the City with the following groundwater
reporting services for the Four Hills Landfill and Roussel/Gardner Memorial Park Landfill.

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

July 11, 2019 Page 2
20190711 Lafleur FY 2020-2022 Services Scope.docx

= Reviewing the field groundwater sampling and laboratory analytical data collected in
November and April and analyzed by others for the Four Hills Landfill and updating
corresponding analytical tables;

= Preparing the Annual Report for the Four Hills Landfill to be submitted to the NHDES in
January of each year, as required in the June 15, 2016 Groundwater Management and
Reiease Detection Permit for the site (GWP-198403099-N-065).

= Preparing the Four Hills Landfill Permit Renewal Application to be submitted to the
NHDES within 90 days of June 14, 2021, as required by the Groundwater Management
and Release Detection Permit for the site (GWP-198403099-N-005) issued to the City
on June 15, 2016.

= Preparing non-routine correspondence for the Four Hills Landfill to be submitted to the
NHDES, as required, in association with non-routine responses for the site Groundwater
Management Permit (GWP-198403099-N-005).

= Preparing the Roussel/Gardner Memorial Park Landfill Permit Renewal Application,
including associated preparation of the periodic summary report (Bi-Annual Report)
for the site, to be submitted to the NHDES following the October 2020 sampling event,
and within 90 days of February 22, 2021 as required by the Groundwater Management
and Release Detection Permit for the site (GWP-200202018-N-003) issued to the City
on February 23, 2016.

= Preparing non-routine correspondence (e.g., November 2019 PFAS data transmittal) for
the Roussel/Gardner Memorial Park Landfill to be submitted to the NHDES, as required,
in association with non-routine responses for the site Groundwater Management
Permit (GWP-200202018-N-003).

We understand that the City does not require assistance from Sanborn Head for the Lincoln
Park Landfill, Old Nashua Landfill, and Shady Lane Landfill during FY 2020, 2021, and
2022, and that the City will continue to prepare reports and submittals for these three sites.

Task3 Annual Waste Capacity Evaluation

For this task, Sanborn Head will perform the annual waste capacity comparison for Phases
I and IJ of the Four Hills Landfill. We understand that the City will retain a licensed
surveyor to prepare a topographic survey of Phases I, II, and III. Our evaluation will include
the following:

= Developing engineering drawings that compare the existing landfill topography (as
provided to us in a recent topographic survey) to the currently permitted final landfill
grades;

= Estimating the remaining disposal capacity (airspace) in terms of cubic yards; and
= Calculating the remaining life of the permitted landfill based on the remaining capacity
and the City’s projected waste acceptance rate.

To accomplish the above, Sanborn Head assumes that the City will provide AutoCAD
formatted drawings of the site topography, as well as recent waste receipts. Sanborn Head
will transmit the results of our evaluation in a letter addressed to the City.

SANBORN |i! HEAD
"

July 11, 2019 Page 3
20190711 Lafleur FY 2020-2022 Services Scope.docx

Task4 Annual Financial Assurance Update

The NHDES Rules require landfill owners to submit financial assurance updates to NHDES
every third calendar year in order to demonstrate that financial assurance for closure and
long-term monitoring and maintenance (LTMM) is provided for the Four Hills Landfill
(Env-Sw 1400). During the years in which a submittal to NHDES is not required, an
updated closure cost estimate is required to be prepared and kept for the facility’s records.
Since the City last submitted an update to NHDES in March 2018, the next submittal to
NHDES will be required in March 2021. Updates prepared during FY 2020 and 2022
should be kept for the facility’s records.

This financial assurance demonstration includes preparation of opinions of closure and
post-closure cost for the currently permitted areas (Phases I, II, and III) and calculations to
demonstrate that the City is setting aside funds sufficient for future closure and post-
closure needs.

Sanborn Head will prepare the opinions of cost using the required NHDES forms based on
the permitted closure plan, currently available average unit costs for similar projects,
current costs for monitoring services, published construction cost estimating guides, and
our engineering judgment. We will estimate the remaining life of Phases I, II, and III based
on the latest survey update and prepare sinking fund calculations using account balances
provided to us, actual waste tonnage received at the Four Hills Landfill, and the projected
waste tonnage for the remaining estimated life of Phase I, II and III. The calculations will
demonstrate that the balances for the closure and LTMM accounts are consistent with what
was projected or provide amounts per ton that should be set aside going forward to
provide sufficient funds at the expected date of closure.

Sanborn Head will prepare a letter, addressed to the City, that documents our evaluation,
which will include NHDES Cost Estimate Forms for landfill closure and post-closure care,
and sinking fund calculations.

Task5 General Engineering Services

Sanborn Head’s services under this task will be performed at the City’s request and involve
routine matters of limited scope, such as attending meetings with regulators and providing
design, operation, or air consultation relative the Four Hills Landfill.

BUDGET ESTIMATE AND BASIS OF BILLINGS

The total estimated annual budget for this proposal is $90,000. We will invoice for our
services based on actual accrued time and expenses in accordance with the enclosed
Schedule of Fees. Our Schedule of Fees provides our labor rates for each FY. We will not
perform services beyond those defined herein without first receiving written authorization
from the City.

SCHEDULE

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

SANBORN i HEAD

maintain and complete work in accordance with the requirements of the contract or determination
of the City of Nashua. Professional Engineer 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. Ifthe City of Nashua chooses to terminate, abandon, or suspend all or part of the
project, it shall provide Professional Engineer 10 day’s 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, Professional Engineer
shall:

I. Immediately discontinue work on the date and to the extent specified in the notice.

2. 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.

In the event of a termination, abandonment, or suspension at will, 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 and compensation for work
thereafter completed as specified in the notice. No amount shall be allowed or paid for anticipated
profit on unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional
Engineer to adhere to any or all 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. Professional Engineer shall be given an opportunity
for consultation with the City of Nashua prior to the effective date of the termination. Professional
Engineer may terminate the contract on 10 calendar days written notice if, through no fault of
Professional Engineer, the City of Nashua fails to pay Professional Engineer for 45 days after the
date of approval by the City of Nashua of any Application for Payment.

Upon receipt of notice of termination for cause, Professional Engineer shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the City of Nashua with a list of all unperformed services.

3. Place no further orders or sub-contracts 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.

4. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory
to the City of Nashua of all orders or sub contracts to the extent they relate to the

GC 4o0f 11

July 11, 2019 Page 4
20190711 Lafleur FY 2020-2022 Services Scope.docx

TERMS OF ENGAGEMENT

The terms of engagement are described in our Agreement with the City of Nashua, New
Hampshire, dated April 17, 2019.

ACCEPTANCE

We understand that acceptance of this proposal will be provided in a City issued Purchase

Order to Sanborn Head for these services.

Thank you for the opportunity to submit this scope of services. We look forward to
working with you during fiscal years (FY) 2020, 2021, and 2022. Please contact us should
you require additional information.

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

Yheureef U4 dab JY OF boa S Fh Soochereon.

Edward A. Galvin, P.E. Eric S. Steinhauser, P.E., CPESC, CPSWQ
Project Manager Senior Vice President and Principal
EAG/HHL/AEA/DEA:eag

Enclosed: Schedule of Fees

P:\Opportunities\ City of Nashua, 3-Yr LF General Eng Service Contract, FY2020-2022, Nashua, NH\Proposal\20190711 Lafleur FY
2020-2022 Services Scope.docx

SANBORN |. HEAD

SANBORN HEAD

Building 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 /Geologist $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).

P:\Opportunities\ City of Nashua, 3-Yr LF General Eng Service Contract, FY2020-2022, Nashua, NH\Proposal\SWCSA Std-2020-2022 (Nashua).docx

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

THE CITY OF NASHUA “The Cate City"

Administrative Services

Purchasing Department

August 8, 2019
Memo #20-014

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: PURCHASE OF ONE (1) 2020 FORD F250 4X4 PICK-UP TRUCK (VALUE: $45,742)
DEPARTMENT: 168 SOLID WASTE; FUND: TRUST
ACTIVITY: CERF

Please see the attached communication from Jeff Lafleur, Solid Waste Department Superintendent dated
July 30, 2019 for the information related to this purchase.

Pursuant to § 5-84 Special purchase procedures A. (3) Purchases which can be procured through
cooperative intergovernmental purchase agreements with other governmental jurisdictions.

The Solid Waste Department Superintendent, Board of Public Works (July 30, 2019 meeting) and the

Purchasing Department recommend the award of this contract in an amount of $45,742 to MHQ of
Marlborough, MA.

Respectfully,

_- Dan Kdoken
Purchasing Manager

Ce: J Lafleur L Fauteux

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