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17.

18.

19.

20.

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 “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 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 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 are Instruments of Service.

GC 8 of 11

21.

Ordinarily, ownership of Instruments of Professional Service is maintained by the Professional
Engineer; however, in this instance the Professional Engineer shall transfer ownership to the City
of Nashua upon receipt of final payment for the services 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
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.

GC 9 of 11

22.

23.

24.

25.

26.

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 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

GC 10 of 11

27.

28,

29,

30.

31.

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 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 fuil 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.

GC 11 of 11

| HEAD

Building Trust. Engineering Success.

SANBORN |

Mr. Jeff Lafleur August 3, 2018
Superintendent File No. 3068.01
Nashua Division of Public Works, Solid Waste Department

840 West Hollis Street Sent via email
Nashua, NH 03062

Re: FY19 -FY21 Scope of Services for Landfill Gas Management Suite™
Four Hills Landfill
Nashua, New Hampshire

Dear Jeff:

Sanborn, Head & Associates, Inc. (Sanborn Head) is pleased to provide this scope of services
to the City of Nashua (City) to assist you with the evaluation and management of landfill gas
(LFG) at the Four Hills Landfill. Specifically, we will continue to provide to you our
interactive, web-based data management and mapping system, Landfill Gas Management
Suite™ (LFGMS) to streamline monitoring, record-keeping, and reporting requirements.

LFGMS’ upload interface accepts data from the GEM-2000, laboratory results, and similar
monitoring data (e.g., slope stability measurements) in electronic format (i.e., .csv format or
similar). LFGMS accepts data through a secure website using a password-protected user
interface. Using LFGMS, the City and designated personnel can view and download tables,
charts, and interactive maps to assess wellfield performance.

OBJECTIVE AND SCOPE OF SERVICES

The objectives of our services are to maintain LFGMS for the Four Hills Landfill and to
provide LFG data management technical assistance to the City. To meet these objectives, we
propose the following scope of services:

Sanborn Head will assist City personnel in implementing LFGMS, and training users on the
system’s functionality, as necessary. If City personnel have questions or require assistance
interpreting the data, we will also be available to provide telephone support services to
review and evaluate system performance on a reasonably frequent, on-going basis, say,
every other week.

We will include costs for data storage on a secure (SSL certificate), password protected,
hosted website (Ifgms.com/) with 500 gigabyte (GB) bandwidth, total storage capacity of up
to 40 GB, firewall protection, and nightly data backup.

We anticipate that you may desire upgrades to the system to incorporate additional features

or modify certain existing features in order to further tailor the system to your needs. We
will perform these activities on an “as-needed” basis upon your request.

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

August 3, 2018 Page 2
20180803 LaFleur 2018 Nashua LFGMS pro.docx 3068.01

LFGMS will be made available to you for specific application at the Four Hills Landfill. Please
note that under this agreement our services do not include gathering and inputting data.
Therefore, pursuant to this agreement we will not be responsible for the accuracy of
collected data.

As with all Internet-based systems, there may be times when LFGMS will not be accessible.
Furthermore, we have developed the system based on our understanding of your needs. As
with any development project, there may be bugs that need to be worked out. In the event
the City encounters problems, they should be quickly communicated to us, so we can advise
you as to alternate procedures or can make modifications to LFGMS.

FEE AND BASIS OF BILLINGS

Our fee for standard LFGMS services described above is $3,000 per quarter ($12,000 per
fiscal year), beginning with FY 2019 and ending with FY 2021. We will send the City a lump
sum invoice for services on a quarterly basis.

We believe the scope of services, and level of effort proposed, are consistent with your
expectations. We will not invoice in excess of the charges listed above without your
approval. For services outside of the scope defined herein, we will provide a separate scope
of services to you.

TERMS OF ENGAGEMENT

The terms of engagement are described in our Agreement with the City of Nashua, New
Hampshire dated July 21, 2011.

ACCEPTANCE

In accepting this scope of services, the City acknowledges that we have developed the basic
concepts for LFGMS prior to preparing this scope of services, and that our services relate to
tailoring the system for specific application at the Four Hills Landfill and to provide
assistance with use of the system and review and interpretation of data. Accordingly, we
retain rights, title and interest related to LFGMS and all legally protectable elements or
derivative works thereof. We are not prohibited from using any skills or knowledge of a
general nature acquired during the course of providing services under this project, including
information publicly known or that could reasonably be acquired, in similar work proposed
to other of our clients.

We understand that acceptance of this proposal will be provided in a City issued Purchase
Order to Sanborn Head for these services.

SANBORN i HEAD

August 3, 2018 Page 3
20180803 LaFleur 2018 Nashua LFGMS pro.docx 3068.01

Thank you for the opportunity to submit this scope of services. We look forward to working
with you on this project. Should you have any questions, please do not hesitate to call us.

Sincerely,
SANBORN, HEAD & ASSOCIATES, INC.

ZLa/ Dal dg.

Luke C. Teal David E. Adams
Senior Project Engineer Senior Vice President/Principal
LCT/DEA:Ict

P:\3000s\3068.01\ Project Control\20180803 LaFleur 2018 Nashua LFGMS pro.docx

SANBORN I HEAD

Vendor Agreement Detail Report
CITY OF NASHUA, NEW HAMPSHIRE

8/16/2018
Agreement Expiration
Vendor Vendor Agreement Reference Description PO# Type Date
13804 FY19 PORTABLE RESTROOMS FY19 PORTABLE RESTROOMS 265 SERV 06/30/2019
UNITED SITE SERVICES NORTHEAST
Agreement Type: SERV Activity:
Order Max Amount: 0.00 Amount Ordered to Date: 1,209.34 Amount Remaining: 0.00
Amount
Accounting Oty Agreement Ordered To Amount
Line Description Unit Account UOM Max Qty Ordered Max Amount Base Cost Date _ Remaining _
1 ART LANE BAMBINO FIELD 4
Artillery Minors DXR n (Rh
od ae
77.1.650 54821 MO 12 1s 659,64 54.97 54.97 604.67
2ARTILLERY LANE
North Common DXR
77.1.850 54821 MO 12 4 659.64 54.97 54.97 604.67
8 ATHERTON AVE
DXR
“ 77.1.650 54821 MO 12 1 659.64 54.97 54.97 604.67
¢ELKS PLAYGRND RANCOURT
DXR
“% 77.1.650 54821 Mo 12 4 659.64 54.97 54.97 604.67
S ERION FIELD
ERION FIELD DXR
a 77,1650 54821 MO 12 4 659.64 54.97 54.97 604.67
6 FIELDS GROVE
DXR
a 77.1.650 64821 MO 12 4 659.64 54.97 54.97 604.67
¥Y GARDNER FIELD BOWERS
HAINES T BALL DXR
77.1650 54821 MO 12 4 659.64 54.97 54.97 604.67

Vendor Agreement Detail Report
CITY OF NASHUA, NEW HAMPSHIRE

8 GILSON ROAD TRAIL
ADA
77.1.850

9 GREELEY PK CONCORD ST
Greeley 1 & 3 (2DXR)

77.1,.650
10 HOLMAN STADIUM
DXR
77.4.650
4JEWELL LANE FIELD
CHARLOTTE AVE DXR
L 77.4.650
42’ KIRKPATRCK PARK
LOWER SHADY DXR
77.1.650

43,-CABINE FIELD

LABINE SOFTBALL DXR

77.1.650

14 LEGACY PARK
ADA

77.1.650
15--TINCOLN PK GREENLAY ST
DXR

oe TF77.7050
46° LYONS FIELD MARSHALL ST
DXR

Ae 77.1.650
17" MAIN D SOCCER FIELDS
Main D Field 7 & 2 DXR

cv 77.1.650

de MAIN D SOCCER FIELDS
Main D Field 4 & 5 DXR

77.1.680

54821

54621

54821

54827

54821

54821

54821

61289

54821

54821

54821

8/15/2018
or
<\ ae
MO 12 (> \\!' 4,320.00
W
Pah
MO 12 \Y" 4319.28
MO 42 oy DN 659.64
MO 12 1 659.64
MO 42 1 659.64
MO 42 1 659.64
w iy
rh (os
MO 42 Oo 1,320.00
MO 12 1 659.64
MO 42 1 659.64
MO 42 1 659.64
MO 42 4 659.64

110.00

109.94

54.97

54.97

54.97

54.97

110.06

54.97

54.97

54.97

54,97

0.00

109.94

54,97

54.97

54.97

54.97

0.00

54.97

54.97

54.97

54.97

1,320.00

1,209.34

604.67

804.67

604.67

§04.67

1,320.00

604.67

6804.87

604.67

604.67

Vendor Agreement Detail Report
CITY OF NASHUA, NEW HAMPSHIRE

8/15/2018
19 PENNICHUCK JR HIGH , cyt!
Upper Footbll Elks DXR x I Wes
77.1.650 54824 MO 12 Cy Vv" 659.64 54.97 54.97 604.67
40-ROBY PK SPITBRK RD
DXR
. 77.1.650 54824 MO 42 1 659.64 54.97 54.97 604.67
21_-SANDY POND
DXR
77.4.650 54821 MO 12 1 659.64 54.97 54.97 604.67
29 SARGENT AVE TENNIS COURTS
DXR
_ 77.4.650 54824 MO 12 1 659.64 54.97 54.97 604.67
23,YUDICKY FARM M DUNSTBLE
DXR
77.1.850 54821 MO 12 1 659.64 54.97 54.97 604.67
24 MINE FALLS -WHIPPLE
DXR
yor
TE77.7052 64280 MO 12 @) 659.64 54.97 0.00 659.64
25 MINE FALLS PARK - COLISEUM
LINCOLN DXR 0
os \ OK
TF77.7052 54280 MO 12 0 \ SYP 659.64 54.97 0.00 659.64
26 LEDGE STREET BIG FIELD
Ledge St Babe Ruth DXR .
pos OLA
774.650 54821 MO 12 (o\\% 659.64 54.97 0.00 659.64
27 LEGACY PARK
DXR _
771.650 54824 MO 12 (05 \ow 659.64 54.97 0.00 659.64
28 GARDNER FIELD BOWERS
DXR m0
— 77.4.650 54821 MO 12 @ » \US™ 659.64 54.97 0.00 659.64
a9-PINe ST SOFTBALL FIELD “

77.1,650 54821 MO 12 0 659.64 54.97 0.00 659.64

to