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13.

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16.

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
invoice forms 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 invoice forms.

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 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.

GC 8 of 12

17.

18.

19.

20.

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, termination, or cancellation of this contract. Alternatively, if
the City of Nashua provides its written approval to Independent Contractor, any books,

GC 9 of 12

21.

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 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.

GC 10 of 12

Board of Aldermen Page 4
July 12, 2016

President McCarthy

Attorney Bolton can you answer that?

Attorney Bolton

| wasn’t here when that occurred.

Alderman Deane

So we can change things without using legislation and just through memos?

President McCarthy

| don’t know that we have...| mean the ordinances do not spell out the polling places so we wouldn’t change
them by ordinance.

Alderman Moriarty

When we first changed it | expressed that | was against it and I’ve heard some complaints since and | am
glad that it is going back and | am supporting this.

President McCarthy
Alderman Deane, with respect to your point | think that if we do it through the communication or through a

resolution it probably has exactly the same affect. If it were in the ordinances themselves | would want to
change it by ordinance.

Alderman Siegel

But that seems like something that our Corporate Counsel should be able to clarify. Attorney Bolton, can you
please do that?

Attorney Bolton

| may have misunderstood Alderman Deane’s question. | don’t think it makes a difference whether it’s done
in response to the communication or by resolution.

MOTION CARRIED

From: David G. Fredette, Treasurer/T ax Collector
Re: Proposed Amendment to R-16-041

MOTION BY ALDERMAN CARON TO ACCEPT AND PLACE ON FILE
MOTION CARRIED

PERIOD FOR PUBLIC COMMENT RELATIVE TO ITEMS EXPECTED TO BE ACTED
UPON THIS EVENING

Ms. Latha Mangipudi, 20 Salmon Brook Drive

| am really excited that the sister city resolution is going to be presented and voted on by the Board. | did
get a communication from the Mayor of Mysore and the Chamber of Commerce from Mysore and they

very difficult position to avoid raising the taxes. People see their taxes going up and they blame it on the city,
but | think a big part of the problem is the federal government is giving us less money and the state is giving us
less money. So you representatives, | hope that you will protect us as much as you can; | know you’re only a
small number of the 400 up there, but | hope that you watch out for us.

City Clerk Piecuch

I’m Patricia Piecuch, I’m the City Clerk.

Attorney Bolton
I’m Steve Bolton; I’m the city corporation counsel. Among other things, myself and the other two lawyers in the

office provide support, guidance and counsel to the Board of Aldermen, largely in the form of preparing
legislation and giving advice and opinions on law at all levels.

Representative Mangipudi
This question is to the legal counsel. In terms of the MOU that was signed for the Sister City initiative, it was a
very broad thing, is there a specific way at the government level or city to city in exchange of funds or programs

establishing? | seem to be going in circles in terms of finding a landing spot. If you could shed a little bit of light,
it would help.

Attorney Bolton

Are you talking about this initiative for the rail?

Representative Mangipudi

No, the Sister City initiative between MYSOR and Nashua. | think there was technology, ideas, programs,

exchange of those very broadly-specified that, and | think with the cultural exchange and art exchange kind of
things, there’s an opportunity to do it. If it’s financially — cities are coming into play.

Attorney Bolton

| am unaware of what might be going on in that regard. This question might better be addressed by, and
unfortunately, they’re not here tonight, but the Mayor or the Economic Development Director, Tim Cummings. |
have not been contacted concerning any further legal issues surrounding the program.

Representative Mangipudi

Not legal issues. How does the addendum to the MOU — would that be a full board vote or is it just adding the
addendum to the MOU?

Attorney Bolton
Well, it would certainly be possible if it was a desire to enter into further programs, exchanges or something to

modify the MOU by adding addenda to it or alter provisions that presently exist. |’ve not been contacted in that
regard at all, however.

President McCarthy

Actually, the issue that you’re bringing up is not about the interaction with the legislature particularly. | would
advise you to take it up with the Mayor.

22.

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26.

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 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,

GC 11 of 12

27.

28.

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31.

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.

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 12 of 12

> TRC

Proposal for RFP0929-041221

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

Prepared for

The City of Nashua, NH

Prepared by
TRC

April 2021

+ | ) C 670 N. Commercial St. 603.263.9400
a Suite 203 TRCcompanies.com

Manchester, NH 03101

April 12, 2021

Ms. Kelly Parkinson
Purchasing Manager

The City of Nashua

Central Purchasing, Room 128
229 Main Street

Nashua, NH 03061

Subject: RFP 0929-041221
Air Quality and Landfill Gas Testing Shady Lane Landfill & New Searles School
TRC Proposal No. 437762

Dear Ms. Parkinson:

TRC is pleased to submit this proposal to the City of Nashua, NH Division of Public Works to conduct air
quality and landfill gas testing of multiple locations at the Shade Lane Landfill and New Searles School. This
proposal has been prepared based on the information provided in RFP 0929-041221.

We appreciate the opportunity to provide this proposal and look forward to continuing to work with you on
this project. Please do not hesitate to contact me at (207) 242-2939 or email at awade@trccompanies.com
should you have any questions.

Sincerely,

TRC
Amanda S Wade, PE
Project Manager/ Senior Engineer

[XXX/XXXXXX]

City of Nashua RFP 0929-041221
Air Quality and Landfill Gas Testing

Table of Contents

1.0 INtrOCUCTION 2.0... ceee cee ee ee eeee eae eeae cee cecececceeeceeeceeceeeceeceeeeceecqeeeceeeceeeceeeqeeeqeeeceeeceeeees 1
2.0 Statement of Project REQuireMent ..........:ccccssescceeceeecceessseeeeeceeeeeeecceeeeeeeeeeeeeeceeeeseeeeeeeeeeaaanes 1
3.0 Scope Of ServiCe ...........ccccceeecceeeseceeeeeeeeceeecceeeneeeeeeceeeanaaanseaeeeceeeceeeaaaeseaeeeeeeeeecaaeseneeeeeeeeaeanes 1
4.0) TRC’S Project T@am .......cccccccsesssscceeceeeeeeeccceeeeeeeeeeeeeceaeseeeeeeceeecaaeeueseeeeeeeseeeeaaaaseeeeeeeeeeeaqaaanaees 3
5.0 Similar Experience...........ccccccccccceesseceeeeeeecceeccceeseeeeeeceeeaeaenceeeeeeeeeceeecaaacaeeeeeeeeeeceaeueseeeeeeeeeaaans 5
6C.0 ReFEFENCES 0... ececeeeceeeceeeceeeceeeeeeeceeeeeeeeeeeeeeeceeeceeeeeeeeeeeceeeceeeceeeeeeeceeeceeeceeeeeeeeeeeseeeceaeeeeeeeeeeeaees 7
TO COSt oc cccccceeccceeeeececeeeeeenceeeeeccceneeecceceneececceusececcceeneeeecceaeeseccceneesscceeeeeeneeaeeeceeenseeeeecensececeusaeeeeee 8

List of TRC Attachments
Attachment 1 — Bid Form
Attachment 2 — Resumes

04/12/2021 | Proposal No. 437762

Manchester, NH i <7 | rec