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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.

15. 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.

16. | 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.

Without limitation of the foregoing, Professional Engineer's attention is directed to 41 C.F.R. §
60-1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated
into this contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action
Obligations of Professional Engineers and Subcontractor for Disabled Veterans and Veterans of
the Vietnam Era," which, by reference, is incorporated in this contract, and to 41 C.F.R. § 60-471
and the clause entitled "Affirmative Action Obligations of Professional Engineers and
Subcontractors for Handicapped Workers," 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.

GC 9 of 13

17. FEDERAL SUBCONTRACTING REQUIREMENTS. If Professional Engineer awards a
subcontract under this contract, Professional Engineer, if applicable, shall use the following
alternative steps:

A. Using the services of the Small Business Administration and the Minority
Business Development Agency of the United States Department of
Commerce, as appropriate; and

B. Requiring the subcontractor, if it awards subcontracts, to take the
affirmative steps set forth in paragraph A.

If applicable, Professional Engineer agrees to complete and submit to the City of Nashua a
Minority Business Enterprise/(Woman Business Enterprise (MBE/WBE) Utilization Report
(Standard Form 334) within 30 days after the end of each fiscal quarter until the end of the
contract.

18. | 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.

19, ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Professional Engineer
shall not assign, transfer, delegate, or subcontract any rights, 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.

20. 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.

21. | 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 sori (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

GC 10 of 13

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.

22. 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 21), 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
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.

23. 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

GC 11 of 13

upon which the Board of Public Works or other designated official accepts and approves the
notice of completion.

24. 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. |

25. | 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.

26. 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.

27. 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 warrants 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 warrants 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 warrants 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
imeurred by the City of Nashua in completing the work described in this contract. At the
discretion of the City of Nashua, these sanctions shaii aiso be applicabie to any such conviction
obtained after the expiration or completion of the contract.

Professional Engineer warrants 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.

GC 12 of 13

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.

28. 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.

29, 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.

30. 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.

31. | 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.

32. | 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

GC 13 of 13

,

SANBORN i HEAD

Bullding Trust. Engineering Success.

Mr. Jeff Lafleur April 21, 2016
Superintendent File No. 3066.06
Nashua Division of Public Works, Solid Waste Department

840 West Hollis Street Sent via email

Nashua, NH 03062

Re: Additional GCCS Related Services
City of Nashua Four Hills Landfill
Nashua, New Hampshire

Dear Jeff:

Sanborn, Head & Associates, Inc. (Sanborn Head) appreciates the opportunity to revise our
proposed scope of engineering services to the City of Nashua (City) relative to the Four
Hills Landfill. The scope of services presented herein is based on communication with the
City regarding additional gas collection and control system (GCCS) related services to be
completed by Sanborn Head for the City during FY 2016 and FY 2017.

SCOPE OF SERVICES
Task 1 Phases I and IIGCCS Assessment

For this task, Sanborn Head will perform an assessment of the condition and operation of
the GCCS in the closed, unlined landfill as well as Phases | and II of the active, lined landfill.
The assessment will include the following:

m Using LFGMS, Sanborn Head will review recent wellfield data collected by the City;

a Schedule a two-day site visit to meet with City personnel to better understand current
on-site GCCS monitoring practices and procedures. As part of the site visit, we would
perform:

a A visual inspection of GCCS components (e.g, wellheads/ports, boot seals,
lateral/vacuum lines, etc.);
o A landfill cover integrity assessment;
o Gas well monitoring/data collection as necessary after initial wellfield data review;
and
GCCS and landiill cover surface emissions monitoring at locations identified during

wellfield data review and site visit:

CI

= Review data collected during the site visit; and

= Prepare a GCCS assessment report. The report will summarize our findings and present
our recommendations for corrective actions to improve wellfield performance.

SANBORN, HEAD & ASSOCIATES, INC. wwwosanbornhead.com

tie
ian

April 21 2016 Page 2
20160421 Ph Il Stage I LFG Proposal (revised).docx 3066.06

Task 2 Dewatering System Conceptual Design

For Task 2, Sanborn Head will prepare a conceptual design and an opinion of cost for
removing liquid from LFG extraction wells in the closed, unlined landfill as well as Phases |
and II of the active, lined landfill. We understand that the City will be providing liquid level
measurements from the existing LFG wells for our review. We envision that the liquid
removal system will be composed of a series of submersible, air-powered pumps installed
in the wells and connected to force main pipes that discharge to leachate collection system
(LCS) risers along the perimeter of the lined landfill. Considering the number of wells
(some of which may be replaced or extended as the active landfill is filled) and the potential
volume of liquid to be removed, a manifold system with quick disconnects will be designed
to provide compressed air to the pumps and connections to a drain for the pump discharge.
The design will include a dedicated pump for each well.

As part of this task, Sanborn Head will evaluate the existing air compressor located at the
Landfill Gas-to-Energy (LFGTE) facility to assess its potential in supporting the dewatering
system. The evaluation will include the air compressor and air drier (needed to limit
potential for freezing of the distribution lines), and power requirements for the electrical
equipment.

The conceptual design of the dewatering system will be presented on engineering drawings
provided electronically to the City. The engineering drawings will illustrate the air
compressor and drier layout, the manifold systems for the compressed air and liquid
discharge lines, and details that depict the pipe installation and connection details. In
addition, the design will include modifications to the LCS risers and to the well risers to
accommodate the following components: (i) LFG contro! wellhead; (ii) liquid removal
pump; and (iii) pneumatic liquid head monitor. The pneumatic liquid head monitor
provides a means to measure the head of liquid in the extraction well without disabling the
extraction or pumping system. Technical specifications for materials and equipment will
be presented on the engineering drawings, and an opinion of cost based on the conceptual
design will be provided to the City.

We propose a conference call with the City as part of this task to discuss the design of the
dewatering system, opinion of cost, and steps for moving forward should the City elect to
proceed.

Task 3 GCCS Expansion in Phase Il, Stage II

Under this task, Sanborn Head will work with the City to design the next expansion to the
GCCS in Phase H, Stage II of the active landfill. We understand, based on discussions with
you, that the design is likely to include six new LFG collection trenches, one surface LFG
collection trench, and associated lateral conveyance piping and connections to the existing
GCCS. We anticipate our services to include the preparation of construction-level
drawings, technical specifications, bid item definitions, an opinion of cost for the project,
and a New Hampshire Department of Environmental Services (NHDES) Type II Permit
Modification application form with a narrative describing the proposed construction. The

drawings will be signed and sealed by a professional engineer licensed in the State of New

SANBORN ||| HEAD

fl
E

April 21 2016 Page 3
20160421 Ph Il Stage Il LFG Proposal (revised).docx 3066.06

Hampshire. The documents will be provided to the City in Adobe Acrobat (i.e., *.pdf)
format.

Task 4 Bid and Construction Phase Services

Sanborn Head understands that the City will prepare and issue bid documents for the
project. However, during the bidding process, a Sanborn Head representative will prepare
for and attend the pre-bid meeting. We understand that the City will prepare the meeting
minutes. Sanborn Head will also assist the City in addressing written questions from the
bidders.

Prior to initiating construction, a Sanborn Head representative will prepare for and attend
the pre-construction meeting. We understand that the City will prepare the meeting
minutes. During construction, Sanborn Head will provide limited observation services (i.e.,
observations limited to installation of critical components) and engineering support
services during construction of the GCCS Expansion in Phase II, Stage II We anticipate our
services to include the following:

« Reviewing Contractor's submittals and answer questions regarding design intent,
materials, and material testing;

= Observing the Contractor's work to evaluate it for conformance with the construction
documents;

= Addressing Contractor's questions; and

a Documenting the progress of the Contractor's work through Daily Field Reports.

Sanborn Head will provide a representative to observe and document the installation of
critical GCCS components for conformance with the drawings and technical specifications
and prepare the required field logs. In addition, Sanborn Head’s representative will
observe pipe pressure testing, HDPE pipe welds, pipe connections into the existing system,
and final weil connections, performed by the Contractor.

It is our understanding that the City will observe and document the installation of the
surface collectors, and the header and lateral pipe trenching. The as-built survey of
completed features will be performed by others and will be provided to Sanborn Head in an
electronic format (i.e., dwg).

For budgeting purposes, we assume that the construction observation will be completed
over seven (14) days, and that our representative will be on-site part time (80 hours total)
during this period. Our observations will be limited to installation of critical components.

Following the completion of the construction, and as required by the NHDES, we will
prepare a report that documents the construction work performed. The report will
address the construction activities observed, test results, and variations in construction
relative to the drawings and specifications, if any. The report also will include record
drawings, photographs, and field test data. The statements presented in the report will be
limited to the extent of our observations and our review of submittals and test results. The

q

April 21 2016 Page 4
20160421 Phil Stage 1 LFG Proposal (revised}.docx 3066.06

report will be signed and sealed by a professional engineer licensed in the State of New
Hampshire. Paper copies and an Adobe Acrobat (i.e., *.pdf} electronic copy of the report
will be issued to the City.

BUDGET ESTIMATE AND BASIS OF BILLINGS
The total estimated budget for this proposal is $45,000 as itemized below:

ee Estimated
Task | Task Description Budget
1 Phases I and II GCCS Assessment $6,000
2 Dewatering System Conceptual Design $10,000
3___| GCCS Expansion in Phase I, Stage I $12,000
4 Construction Observation Services $17,000

We will invoice for our services based on actual accrued time and expenses in accordance
with the attached Schedule of Fees. We will not perform services beyond those defined
herein without first receiving written authorization from the City. Our City-specific
Schedule of Fees is enclosed for your information.

SCHEDULE

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

TERMS OF ENGAGEMENT / ACCEPTANCE

CLOSING

Thank you for the opportunity to submit 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.

AS Seatheuen.

Eric S. Steinhauser, P.E., CPESC, CPSWQ
Senior Project Director

RLC/ESS/DEA/LLD:rlc/lld
Enclosed: Schedule of Fees

P:\3000s\3066.06\ Project Control\ Phase IL Stage Il LFG Proposal\20160421 Ph I Stage (f LFG Proposal (revised}.docx

SANBORN //]| HEAD

4
Building Trust. Engineering Success.

SANBORN i HEAD

SANBORN, HEAD & ASSOCIATES, INC.

2015 Schedule of Fees
City of Nashua, NH
Senior Vice President $194
Vice President $184
Project Director $173
Senior Project Manager $148
Project Manager $138
Senior Engineer/Geologist $120
Project Engineer/Geologist $112
Engineer/Geologist $102
Supervising Technician $92
Senior Engineering Technician $83
Engineering Technician $77
Support Staff $66
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.

Sanborn, Head & Associates, Inc. reserves the right to revise this Schedule of Fees annually.

P:\3000s\3066.05\ Project Control\SWCSA Std-2015 (Nashua}.docx

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