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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 shall not use, willingly allow or cause to have such materials 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
attomey 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 night, 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

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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.

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.

GC 10 of il

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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.

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EXHIBIT B

Bread Sireet Parkway
Appraisal Services

Cost Proposal

Proposal of Capital Appraisal Assoc., Inc. (hereinafter

called "BIDDER"), organized and existing under the laws of the

doing business as corporation

(Corporation, Partnership, Indi rdual)
To the City of Nashua, 229 Main St., Nashua, 03060 (hereinafter called “OWNER").
In accordance with the Request for Proposals, BIDDER hereby proposes to perform the

Work required to appraise the properties listed below within the time set forth therein,
and at the lump price stated below. The undersigned certifies that the above entity is on
the list of NHDOT approved appraisers and in good standing with NHDOT. The proposal
shall be valid for sixty (60) days.

Parcel Appraisai Cost

44 Broad Street, Assessor's Map 71, Lot 2 $2,500.00

73-75 Broad Street, Assessor’s Map 133, Lot 33 $ 2,500.00

1! Baldwin Street, Assessor's Map 62, Lot 233 $2,500.00

9 Hillcrest Avenue, Assessor’s Map 62. Lot 182 $ 2,500.00

Total of SBParcels $10,000.00
Oech Jf Jip... January 17, 2018
a nee Signature & Title (Officer) Date

Timothy R. Daniels

CONTRACT FOR PROFESSIONAL SERVICES

A CONTRACT BETWEEN

THE CITY OF NASHUA
229 MAIN STREET, CITY HALL, NASHUA, NH 03060

AND

Vanasse Hangen Brustlin, Inc. (VHB)

NAME AND TITLE OF PROFESSIONAL ENGINEER

2 BEDFORD FARMS DRIVE, SUITE 200
BEDFORD, NH 03110

ADDRESS OF PROFESSIONAL ENGINEER

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire. from time
to time requires the services of a Professional Engineer ; and

WHEREAS, it is deemed that the services of a Professional Engineer herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Professional Engineer represents they are duly qualified, equipped, staffed, ready,
willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as
follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and are
made part of this contract:

Exhibit A - General Conditions for Contracts
Exhibit B - Scope of Work & Fee from the Proposal Dated 06/09/22
Exhibit C — Executed VHB Contract April 27, 2022

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents which
are not listed in this Article are not part of the Contract.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the written
change order or the fully executed City of Nashua Purchase Order shall control over the terms of the

Proposal.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Professional Engineer shall
furnish all services, equipment, and materials and shall perform all operations necessary and required to
carry out and perform in accordance with the terms and conditions of the contract the work described.

AG | of 3

\ THE CITY OF NASHUA “The Cate City’

Financial Services

Purchasing Department

March 1, 2018
Memo #18-096

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CHANGE ORDER #4 TO CONTACT WITH NORTHEAST EARTH MECHANICS TO
EXPAND CONSTRUCTION OF THE RESIDENTIAL SETBACK BARRIER WALL IN THE
PHASE I! LANDFILL (VALUE: $199,763)
DEPARTMENT: 168 SOLID WASTE; FUND: BOND

Please see the attached communication from Jeff Lafleur, Solid Waste Department Superintendent dated
February 22, 2018 for the information related to this Change Order #4.

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual
services, except as otherwise provided herein, when the estimated cost thereof shall exceed
$10,000 shall be purchased by formal, written contract from the lowest responsible bidder, after
due notice inviting bids.

The Solid Waste Department Superintendent, Board of Public Works (February 22, 2018 meeting) and
the Purchasing Department recommend the approval of this Change Order #4 in an amount of $199,763
to Northeast Earth Mechanics, Inc. of Pittsfield, NH.

Respecttully, ~~
! CN

J Dan Kooken
Purchasing Manager

Ce: J Lafleur L Fauteux

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

To:

From:

Re:

A. Motion:

Discussion:

City of Nashua, Public Works Division

Board of Public Works - Meeting Date: February 22, 2018
Jeff Lafleur, Superintendent
Solid Waste Department

Change Order #4 to contract with Northeast Earth Mechanics, Inc.

To approve Change Order #4 to the contract with Northeast Earth Mechanics, Inc.
(NEM) in the amount of $199,763 to continue construction of the residential
setback barrier wall in the Phase II landfill. Funding will be through Department:
168 Solid Waste; Fund: Bond.

NHDES Solid Waste Rules prohibit placement of municipal solid waste within
500 feet of a residential structure. The Four Hills lined expansion landfill (Phase
I & II) was designed and constructed with the footprint of the landfill encroaching
the 500-foot setback limit to residences on Farmwood Drive to the west and
Pioneer Drive to the east. In order to comply with the residential setback rule, a
barrier must be constructed within the footprint of the landfill to prevent waste
from being placed in the setback. The barrier wall must be expanded annually as
waste elevations in the landfill increase.

In May 2014 the City solicited bids for construction of Phase 1 of the soil wall
under IFB0593-050514. Six contractors submitted bids for the project with
Northeast Earth Mechanics (NEM) being the lowest bidder:

Vendor Bid results
Northeast Earth Mechanics $163,727.50
Morello Construction $167,337.50
Daniel T. Ladd Site Work $203,300.00
Project Resource Group LLC $234,054.00
Greene & Russell, Inc. $266,000.00
SCS Field Services $297,405.00

Under the original contract in the amount of $163,727.50 Northeast Earth
Mechanics (NEM) began initial construction in July 2014 of the western
residential setback barrier wall in the Phase II/Stage I landfill. Per the NHDES

_ approved scope of work and contract executed June 10, 2014, NEM established a

compacted soil foundation over the primary liner drainage sand and placed four
lifts of concrete waste blocks on the foundation.

Change Order #1 in the amount of $163,912 provided for the continued
construction of the western wall to an elevation of 260 feet in the Phase II/Stage I
landfill.

Change Order #2 in the amount of $164,340 continued construction of the
western wall into the Phase II/Stage II landfill up to an elevation of 260 feet.

Change Order #3 in the amount of $291,932 allowed for initial construction of
the eastern setback barrier wall, and continued construction of the western setback
wall to an elevation 268 feet. To construct the eastern setback wall, NEM
established the compacted soil foundation over the primary liner drainage sand
and placed concrete waste blocks on the foundation up to elevation 258 feet.

Change Order #4 in the amount of $199,763 will continue construction of the
western setback wall from elevation 268 feet to elevation 276 feet. The elevation
increase is needed to keep pace with waste filling activities in the Phase II
landfill. The quote also includes the purchase of 250 extra blocks to be used in
the next phase of wall construction.

It is the recommendation of the Solid Waste Superintendent to continue
construction of the Set Back Barrier Wall with NEM. They have provided
reasonable, consistent pricing and quality construction services for each
completed phase of this project. Upon approval of Change Order #4 the total
cost of the contract is $983,674.

CHANGE ORDER

No. 4
PROJECT: 2014 Four Hills Landfiil Residential Setback Barrier Wall Construction
OWNER’S CONTRACT NO: IFB0593-050514
DATE OF ISSUANCE: March 7, 2018 EFFECTIVE DATE: Upon City Approval
OWNER: City of Nashua, NH
COWNER’s Purchase Order NO.: 132344
CONTRACTOR: Northeast Earth Mechanics, Inc.
ENGINEER: __ Sanborn Head Associates

Y ou are directed to make the following changes in the Contract Documents: Description, Purpose of
Change Order, and Justification. Attachments: (List Documents supporting change)

Purpose: Additional Work for the Setback Barrier Wall.
Attachment: Northeast Earth Mechanics, Inc. proposal dated February 12, 2018

Description: To continue construction of the residential setback barrier wall at the City of Nashua’s
Four Hills Landfill.

Change Order #4
Setback Barrier Wall 1 of 2

Summary

CHANGE IN CONTRACT PRICE:

Original Contract Price

$163,727

CHANGE IN CONTRACT TIMES:
Original Contract Times

Ready for final payment: September 10, 2014

Net changes from previous Change Orders

$620,184

Net change from previous Change Orders

Ready for final payment: December 15, 2017

Contract Price prior to this Change Order

$783,911

Contract Times prior to this Change Order

Ready for final payment: December 15, 2017

Net Increase (deerease} of this Change Order

$199,763

Net Increase (deerease} of this Change Order

Ready for final payment: December 15, 2018

Contract Price with all approved Change Orders

Contract Times with all approved Change Orders

$983,674 Ready for final payment: December 15, 2018
RECOMMENDED: ACCEPTED: APPROVED:
By: By:
Contractor Mayor Jim Donchess
(Authorized Signature) (Authorized Signature) Owner
(Authorized Signature)
Date: 2~ 20%] & Date: "
Date:

Change Order #4

Setback Barrier Wali 2 of 2