Search

20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or

21.

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 exclusive property
of the City of Nashua and all such materials shall be remitted and delivered, at Professional
Engineer's expense, by Professional Engineer to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Professional Engineer, any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional
Engineer in the performance of its obligations under this contract must be retained by
Professional Engineer for a minimum of four years after final payment is made and all other
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.

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
shali 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 warrants that no officer or employee of the City of Nashua has
any direct or indirect interest, whether contractual, noncontractual, financial or otherwise, in this
contract or in the business of Professional Engineer. If any such interest comes to the attention of
Professional Engineer at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Professional Engineer also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed under
this contract. Professional Engineer further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict
exists and was not disclosed to the City of Nashua, it may terminate the contract at will or for
cause in accordance with paragraph 8.

In the event Professional Engineer (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a crime involving a public official arising out or in connection
with the procurement of work to be done or payments to be made under this contract, City of
Nashua may terminate the contract at will or for cause in accordance with paragraph 8. Upon
termination, Professional Engineer shall refund to the City of Nashua any profits realized under
this contract, and Professional Engineer shall be liable to the City of Nashua for any costs
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 warrants that no gratuities (including, but not limited to, entertainment or

gifts) were offered or given by Professional Engineer to any officer or employee of the City of
Nashua with a view toward securing a contract or securing favorable treatment with respect to the

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 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 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

EXHIBIT B

Scope of Service
SANBORN i HEAD 20 Foundry Street
| Building Trust. Engineering Success. Concord, NH 03301
Mr. Jeff Lafleur June 1, 2018
Superintendent File No. 3066.14
Nashua Division of Public Works, Solid Waste Department
840 West Hollis Street Sent via email
Nashua, NH 03062

Re: Scope of Engineering Services ~ Fiscal Year 2019
City of Nashua Four Hills Landfill
Nashua, New Hampshire

Dear Jeff:

Sanborn, Head & Associates, Inc. (Sanborn Head) appreciates the opportunity to provide
this scope of engineering services to the City of Nashua (City) relative to the active Four
Hills Landfill during fiscal year (FY) 2019. The scope of services presented herein is based
on communication with the City regarding services needed during FY 2019 as well as
typical services provided by Sanborn Head over the past several years.

SCOPE OF ENGINEERING SERVICES
Task1 Air Permit/Emissions Reporting and Related Services

During FY 2019, Sanborn Head will provide the City with the following air-related services
for the Four Hills Landfill:

= Reviewing the semi-annual and annual air permit compliance reports prepared by the
City or EPP Renewable Energy, LLC, if requested by the City;

= Providing support for compliance with the City’s EMP/SOP;

« Providing support for compliance with the City’s Title V Operating Permit;

= Preparing the annual Non-Methane Organic Compound report;

u Preparing the annual emissions inventory for the landfill gas flare and fugitive
emissions;

= Preparing the federal greenhouse gas report; and

= Providing regulatory compliance support.

Task2 Groundwater Reporting

We anticipate that Sanborn Head will assist the City with the following groundwater
reporting services in FY 2019 for the Four Hills Landfill.

= Reviewing the field groundwater sampling and laboratory analytical data collected and
analyzed by others for the Four Hills Landfill (November 2018 and April 2019) and
updating corresponding analytical tables; and

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

june 1, 2018 Page 2
20180601 Lafleur FY 2019 Services Scope.docx 3066.14

= Preparing the 2018 Annual Report for the Four Hills Landfill to be submitted to the
NHDES in January 2019, as required in the June 15, 2016 Groundwater Management
Permit (GWP-198403099-N-005).

Task3 Amnual Waste Capacity Evaluation

For this task, Sanborn Head will perform a waste capacity comparison for Phases I and II of
the Landfill during FY 2019. We understand that the City will retain a licensed surveyor to
prepare a topographic survey of Phases I and II. Our evaluation will include the following:

= Developing engineering drawings that compare the existing landfill topography (as
provided to us in a recent topographic survey) to the currently permitted final landfill
grades;

= Estimating the remaining disposal capacity (airspace) in terms of cubic yards; and

= Calculating the remaining life of the permitted landfill based on the remaining capacity
and the City’s projected waste acceptance rate.

To accomplish the above, Sanborn Head assumes that the City will provide AutoCAD
formatted drawings of the site topography, as well as recent waste receipts Sanborn Head
will transmit the results of our evaluation in a letter addressed to the City.

Task4 Annual Financial Assurance Update

The NHDES Rules require landfill owners to submit financial assurance updates to NHDES
every third calendar year in order to demonstrate that financial assurance for closure and
long term monitoring and maintenance (LTMM) is provided for the Landfill (Env-Sw 1400).
During the years in which a submittal to NHDES is not required, an updated closure cost
estimate is required to be prepared and kept for the facility’s records. Since the City
submitted an update to NHDES in March 2018, the next submittal to NHDES will be
required in March 2021. The update during FY 2019, to be prepared in March 2019, will
need to be kept for the facility’s records.

This financial assurance demonstration includes preparation of opinions of closure and
post-closure cost for the currently permitted areas (Phases | and IJ) and calculations to
demonstrate that the City is setting aside sufficient funds for future closure and post-
closure needs.

Sanborn Head will prepare the opinions of cost using the required NHDES forms based on
the permitted closure plan, currently available average unit costs for similar projects,
current costs for monitoring services, published construction cost estimating guides, and
our engineering judgment. We will estimate the remaining life of Phases I and II based on
the latest survey update, and prepare sinking fund calculations using account balances
provided to us, actual waste tonnage received at the Landfill, and the projected waste
tonnage for the remaining estimated life of Phases I and II. The calculations will
demonstrate that the balances for the closure and LTMM accounts are consistent with what
was projected or provide amounts per ton that should be set aside going forward to
provide sufficient funds at the expected date of closure.

SANBORN i HEAD

June 1, 2018 Page 3
20180601 Lafleur FY 2019 Services Scope.docx 3066.14

Sanborn Head will prepare a letter, addressed to the City, that documents our evaluation,
which will include NHDES Cost Estimate Forms for landfill closure and post-closure care,
and sinking fund calculations,

Task5 General Engineering Services

Sanborn Head's services under this task will be performed at the City’s request and involve
routine matters of limited scope, such as attending meetings with regulators and providing
design, operation, or air consultation relative the Landfill.

BUDGET ESTIMATE AND BASIS OF BILLINGS
The total estimated budget for this proposal is $80,000 as itemized below:

a Estimated
Task Task Description Budget
1 Air Permit/Emissions Reporting and Related Services $20,000
2 Groundwater Reporting $20,000
3 Annual Waste Capacity Evaluation $4,500
4 Annual Financial Assurance Update $6,500
5 General Engineering Services $29,000

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

SCHEDULE

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

TERMS OF ENGAGEMENT

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

ACCEPTANCE

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

June 1, 2018

Page 4
20180601 Lafleur FY 2019 Services Scope.docx

3066.14

Thank you for the opportunity to submit this scope of services. We look forward to

working with you during FY 2019. Please contact us should you require additional
information.

Very truly yours,
SANBORN, HEAD & ASSOCIATES, INC.

Ybor d Ul Ele Dud Ed.

Edward A. Galvin, P.E. David E. Adams, P.E.

Project Manager Senior Vice President/Principal
EAG/HHL/AEA/DEA:eag

Enclosed: Schedule of Fees

P:\3000s\3066.13\Project Control\FY 2019 General Engineering Proposal\20180601 Lafleur FY 2019 Services Scope.docx

SANBORN i HEAD

| HEAD EXHIBIT C

SANBORN | Fee Schedule

Building Trust. Engineering Success.

SANBORN, HEAD & ASSOCIATES, INC.
Schedule of Fees for Fiscal Year Ending 2019

City of Nashua
Senior Vice President $209
Vice President $198
Project Director $186
Senior Project Manager $159
Project Manager $148
Senior Project Engineer/Geologist $130
Project Engineer/Geologist . $122
Engineer/Geologist $111
Supervising Technician $99
Senior Engineering Technician $90
Engineering Technician $83
Support Staff $72
Subcontractors and Outside Services Cost plus 10%
Other Direct Expenses Cost plus 10%

Hourly rates will be charged for time worked on the project and for the time required for travel
between the office and the meeting or project site. Local travel will be at IRS allowed rates.

Overtime hours will be charged using the hourly rates listed above.
Hourly rates for expert witness testimony, including preparation time, and other special
services such as corporate acquisition due diligence studies that generally require a dedicated

commitment of senior staff, will be provided upon request.

This fee schedule applies for the City of Nashua fiscal year ending 2019 (from July 1, 2018 to
June 30, 2019).

P:\3000s\3066.13\Project Control\FY 2019 General Engineering Proposal\SWCSA Std-2018-2019 (Nashua).docx

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

City of Nashua, Public Works Division

To: Board of Public Works Meeting Date: June 28, 2018
From: Jeff Lafleur, Superintendent
Solid Waste Department
RE: Approval of a contract with Chemserve Environmental Analysts to provide water

quality testing services at Nashua landfill sites

Motion A: To approve a three year contract with Chemserve Environmental Analysts of
Milford, NH for water quality testing services at Nashua landfill sites for the Solid
Waste Department in the amount not to exceed $104,190. Funding will be
through: Department: 168 Solid Waste; Fund: Solid Waste; Account
Classification: 53 Professional and Technical Services.

Attachments: Independent Contractor Agreement — Water Quality Sampling and
Analysis — Nashua Landfills

Discussion:

The Solid Waste Department solicited bids in May 2018 to engage a firm with substantial
experience in analytical field and laboratory testing relative to closed landfills and groundwater
management zones as regulated by the New Hampshire Department of Environmental Services
(NHDES). The professional skills and services required to produce the required results consist
of water quality sampling, analysis, and reporting. These services are performed at the Four
Hills Landfill, former Shady Lane landfill, Old Nashua (Riverside) landfill, Roussel Gardner
Park landfill, and Lincoln Park landfill.

The Solid Waste Department received two bids for review. Chemserve was chosen based on
cost, previous experience at the subject sites and other City projects, and knowledge of these
services.

This contract is to be awarded with the option for potential annual renewals for up to three years
under the same terms and conditions for each fiscal year (July 1 to June 30) at the discretion of
the City. The contract is scheduled for submittal to the Finance Committee upon Board of Public
Works approval, and is subject to approval of the City’s fiscal year 2019 budget.

Chemserve has provided the required certificate of insurance to accomplish this testing.

CONTRACT FOR INDEPENDENT CONTRACTOR

WATER QUALITY TESTING AND MONITORING
NASHUA LANDFILL SITES

RFP0931-060818

A CONTRACT BETWEEN

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

CHEMSERVE ENVIRONMENTAL ANALYSTS
and its successors, transferees and assignees (together “Independent Contractor”)
NAME AND TITLE OF INDEPENDENT CONTRACTOR

317 ELM STREET, MILFORD, NH 03055
ADDRESS OF INDEPENDENT CONTRACTOR

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time
to time requires the services of an Independent Contractor ; and

WHEREAS, it is deemed that the services of an Independent Contractor herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Independent Contractor 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--Chemserve Environmental Scope of Work Submission, dtd June 6, 2018
Exhibit C-- Chemserve Environmental Fee Submission, dtd June 6, 2018

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.

AG 1 of 3