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12.

13.

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Independent Contractor 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 —_ Independent
Contractor or anyone employed, directed, or supervised by Independent Contractor

INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent
Contractor agrees to indemnify and shall defend 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, 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 Independent Contractor or
of anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Independent Contractor’s indemnity, defense and hold harmless
obligations, or portions thereof, shall not apply to liability caused by the sole 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 Independent Contractor 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 Independent Contractor 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 Independent Contractor. Independent Contractor shall have no claim of any
sort to the unexpended funds.

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

COMPLIANCE WITH APPLICABLE LAWS Independent Contractor, 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. Independent
Contractor 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, Independent Contractor agrees to the following terms. Independent
Contractor 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. Independent Contractor 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

GC 7 of 11

17.

18.

19.

20.

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, Independent Contractor'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.

Independent Contractor 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 Independent Contractor under this contract.

In connection with the performance of work under this contract, Independent Contractor 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.

Independent Contractor 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 Independent Contractor shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor 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.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Independent Contractor 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 Independent
Contractor 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 Independent
Contractor's expense, by Independent Contractor to the City of Nashua upon completion,

GC 8 of 11

21,

22.

termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Independent Contractor, 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 Independent
Contractor in the performance of its obligations under this contract must be retained by
Independent Contractor 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 Independent Contractor shall promptly remit and
deliver the materials, at Independent Contractor's expense, to the City of Nashua. Independent
Contractor shali not use, willingiy aliow or cause to have such materiais used for any purpose
other than the performance of Independent Contractor's obligations under this contract without
the prior written consent of the City of Nashua.

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

Independent Contractor 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. Independent
Contractor 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 Independent Contractor infringes any
copyright or that any equipment, material, or process (or any part thereof) specified by
Independent Contractor infringes any patent.

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

GC 9 of 11

23.

24.

25.

26.

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 Independent Contractor 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. Independent Contractor 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 Independent Contractor 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. Independent Contractor 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 Independent Contractor. If any such interest comes to the attention
of Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor 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. Independent Contractor 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 Independent Contractor (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, Independent Contractor shall refund to the City of Nashua any profits realized
under this contract, and Independent Contractor 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.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Independent Contractor 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 10 of 11

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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 Independent Contractor,
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 Independent Contractor.

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 Independent Contractor. 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.

GC 11 of 11

&

Exhibit B
670 N. Commercial Street
Suite 203 Scope of Work

Manchester, NH 03101

603.621.9259 PpHone
603.621.9279 Fax

ww. tresolutions.cam

June 7, 2018

TRC Reference No.: 306898

The City of Nashua

Central Purchasing, Room 128
229 Main Street

Nashua, NH 03061

Attention: Ms. Danielle Greenberg

Re: RFP 0016-060818 — Non-Fee Related information
Air Quality and Landfill Gas Testing Shady Lane Landfill & New Searles School

Dear Ms. Greenberg

TRC Environmental Corporation (TRC) is pleased to submit this cost estimate to the City of
Nashua, NH Division of Public Works to conduct air quality and landfill gas testing of multiple
locations at the Shady Lane Landfill & New Searles School. This proposal has been prepared
based on the information you’ve provided (RFP 0016-060818).

TRC is an internationally recognized service company, and has expertise in all aspects of air
quality, environmental liability consulting, pollution engineering, and landfill monitoring. We
have extensive experience with indoor air sampling, vapor intrusion studies, and landfill gas
sampling.

A. Statement of Project Requirements
It is TRC’s understanding that this RFP is for the collection of
landfill gas and indoor air samples to document the
continuing operation of the landfill gas collection system. in
addition, the indoor air samples are to assess for any
possible vapor intrusion issues that might arise.

TRC has worked in many schools collecting indoor air
samples and understands that we must work around the
school schedule. TRC plans on performing all the testing
during school vacation weeks, during teacher workshop
days, or other days deemed suitable by the City. TRC does
not plan on accessing the New Searles Schoo! while
students are present.

Air Quality and Landfill Gas Testing Shady Lane Landfill & New Searles School

June 7, 2018
Page 2

Sampling activities will be coordinated a minimum of seven days in advance with the City
designated contact. TRC will provide quality assurance/quality control (GA/QC) of all aspects of
this program from the collection of samples through the final laboratory analytical reports. Any
deviations or inconsistencies in the sampling or results will be explained in a memo format to
the City. if needed TRC will meet with the City to discuss sampling results at no cost to the City.

The contract period will be from July 1, 2018 through June 30, 2021, with the first sampling
event occurring in October 2018. A total of nine sampling events will occur during the contract

period.

B. Scope of Services

TRC will collect landfill gas samples and indoor air samples according to the table presented in
the RFP (included below). The first round of sampling will take place in October 2018 with the
second happening in December 2018. Three rounds of sampling will occur in March, October
and December 2019 and 2020. Only one sampling event (March) will be part of this contract
for 2021. Each sampling event will include nine samples plus a blank sample for a total of ten

samples per sampling event.

Monitoring Location Analysis Frequency
Shady Lane Gas Collection System Landfill Gas

Trench well with highest % LEL Level EPA Method TO-14 VOCs, (Results to be October,
(GWP-1, GWP-2 or GWP-3); Gas reported in both PPBV and ug/m3)}, Method | December,
Collection System SP-1 (Flow from 3C & 25C Methane/Non-Methane Organics | and March

trench and wells) SP-2 (Blower
discharge)

{with methane detection limit of 1 PPMV),
and ASTM Method 5504 for Hydrogen
Sulfide (Include results of Blank samples)

of each year

New Searles School

Indoor Air Quality

Lobby, Media Center, Room 150,
Cafeteria, Outside Room 150, Front of
Major Air Intake (Roof Unit)

EPA Method TO-14 VOCs, (Results to be
reported in both PPBV and ug/m3}, Method
3C & 25C Methane/Non-Methane Organics
(with methane detection limit of 1 PPMV},
and ASTM Method 5504 for Hydrogen
Sulfide (include results of Blank samples)

October,
December,
and March
of each year

TRC has a dedicated QA/QC group focused on providing our clients with defensible data, from
sample collection through the analytical reports. Our QA/QC group is made up of experienced
analytical chemists with more than 30 years of relevant project experience.

Field data sheets and chain of custody forms will be reviewed for completeness and to ensure
that the proper collection techniques were followed. In addition, the laboratory analytical data
package will be reviewed to ensure the proper analytical methods were used and that the data

18.

Subsequent Events

The Company has evaluated the events and transactions that have occurred through

March 23, 2021, the date that these consolidated financial statements were available for
issuance.

139

Air Quality and Landfill Gas Testing Shady Lane Landfill & New Searles School
June 7, 2018
Page 3

are within acceptable limits. The analytical instrument calibration, compound identification,
precision and accuracy will all be reviewed.

The minimum detection limits (MDL) required for this program are listed in the following
sections.

EPA Method TO-14 VOCs

The MDL for TO-14 range from 0.043 ppb or 0.043 ug/m? to 0.0081 ppb or 0.0081 ug/m?. The
following is the analyte list for TO-14 with each MDL listed.

MDL MDL
Compound (pb) Compound (opb)
Dichiorodifiucromethane (Freon 12} 0.018 | cis-1,3-Dichloropropene 0.018
Cnloromethane 0.042 | trans-1,3-Dichloroprepene 0.024
1,2-Dichloro-1,1,2,2-tetrafluoroethane 0.012 | 1,1,2-Trichloroethane 0.0099
(Freon114)
Vinyl Chloride 0.022 | Toluene 0,017
Bromomethane 0.019 | 1,2-Dibromoethane 0.0081
Chloroethane 0.025 | Tetrachloroethylene 0.010
Trichlorofluoromethane (Freon 11) 0.014 | Chlorabenzene 0.015
1,1-Dichloroethene 0.019 | Ethylbenzene 0.017
Methylene Chloride 0.043 | m-Xylene 0.032
trans-1,2-Dichloroethene 0.013 | p-Xylene 0.032
Trichlorotrifluoroethane (Freon 113) 0.0099 | Styrene 0.020
1,1-Dichioroethane 0.019 | 1,1,2,2-Tetrachloroethane 0.011
cis-1,2-Dichloroethene 0.019 | o-Xylene 0.018
Chloroform 0.615 | 1,3,5-Trimethylbenzene 0.016
1,2-Dichloroethane 0.015 | 1,2,4-Trimethyloenzene 0.015
1,1,1-Trichioroethane 0.012 | 1,3-Dichlorobenzene 0.013
Benzene 0.024 | 1,2-Dichlorobenzene 0.013
Carbon Tetrachloride 0.012 | 1,4-Dichlorobenzene 0.014
1,2-Dichloropropane 0.014 | 1,2,4-Trichlorobenzene 0.015
Trichloroethene 0.013 | Hexachioro-1,3-Butadiene 0.010

Method 3C & 25C Methane/Non-Methane Organics
The MDL for Methane using Method 3C is 0.5% or 0.50 ppmv. The reporting limit for the Non-
Methane organics using Method 25C reporting as carbon is 1% or 1 ppmv.

Air Quality and Landfill Gas Testing Shady Lane Landfill & New Searles School
June 7, 2018
Page 4

ASTM Method 5504 for Hydrogen Sulfide
The MDL for Hydrogen Sulfide is 5.0 ppb or 0.005 mg/m?

Cc. Team
This project will be managed and staffed from our Manchester,
NH office. Should the need arise, numerous additional field staff
are located in our Lowell, MA office which is less than 20 minutes
away from the site.

At no additional costs to the City, TRC is planning on assigning a
team of four field personnel to the project to ensure that there ase:
are multiple staff trained and oriented to the site. This will give a sufficient pool of staff to
respond as required.

One of TRC’s core values is quality. We have assigned an independent QAQC chemist to review
sample collection notes and analytical data for usability. TRC’s QAQC group operate asa
separate group from operations to insure their independence from the project outcomes.

Lisa Krowitz has over 25 years of experience in environmental analytical chemistry, providing
QA/QC oversight related to laboratory analysis, data review, data validation, and data usability.
She performs data validation and/or data usability evaluations of VOCs, SVOCs, PAHs, PCBs,
petroleum hydrocarbons, pesticides, metals, wet chemistry (e.g., cyanide and hexavalent
chromium), and radiological isotopes on a variety of matrices (aqueous, soil, sediment, air, and
tissue samples). Ms. Krowitz has extensive experience with oversight of analytical laboratories.
She also has experience in field sampling, soil gas surveys, field audits, and laboratory audits,
and in preparing QAPPs, specifically under the Uniform Federal Policy for QAPPs.

David Gill, PE will be the Technical Lead for this project. Mr. Gill has over 23 years of experience
in environmental testing and monitoring and works out of our Manchester, NH office. He has
worked in TRC’s Air Measurements group performing emission testing at a variety of local and
national facilities. He has experience in landfill gas emissions and control devices including the
tuning of landfill gas engines to maximize output while minimizing emissions on both new and
older engines. He has also performed well field balancing to maximize methane output which
allowed for a reduction in supplemental fuel use and provided better control of odors.

Jamie Stapleton, PG will be the project manager for this program. Mr. Stapleton has over 17
years of experience in environmental geology. As a Geologist and/or Project Manager he is
responsible for the proposal, coordination, execution and reporting obligations of
environmental projects under Licensed Site Professionals (LSPs) or Professional Engineers. His
expertise includes remedial system construction as well as system Operations & Maintenance
(O&M). Mr. Stapleton has worked for public utilities, transportation firms, major petroleum
corporations, real estate corporations, and municipalities.