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Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen
From: Jim Donchess
Date: 8/4/16

Re: Contract Award to ESRI Software License Renewal

Pursuant to NRO § 5-74 (B), which states. that a contract that extends from the current fiscal year into
succeeding fiscal year(s) in which no. funds have been: appropriated nor otherwise designated for this
purpose shall be approved by t full Board: of Aldermen before the contra shall become binding on the
City. eeu” -

ward of: the bela teferen ed contract at tl August 3, 2016

The Finance Committee approved: t It
Aldermen for the award of the

meeting. |am requesting the’ concurrence and dd approval of the full: Board
following contract:. re :

Contract award to
#17-020 regardin

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH.gov
www.NashuaNH.gov

17.

18.

19.

20.

physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Professional Engineer 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, termmation, 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 afl 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 patties.

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

GC 8 of 11

21.

22,

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.

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,

GC 9 of 11

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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
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 11

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31.

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

THE CITY OF NASHUA “the Cate Cty’

Administrative Services

Purchasing Department

January 9, 2020
Memo #20-070

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: CONTRACT FOR PHASE II LANDFILL —- ENGINEERING AMENDMENT #1 (VALUE:
$89,700)
DEPARTMENT: 168 SOLID WASTE; FUND: SOLID WASTE

Please see the attached communication from Jeff Lafleur, Solid Waste Department Superintendent dated
December 19, 2019 for the information related to this contract.

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 (January 19, 2019 meeting) and the
Purchasing Department recommend the award of Amendment #1 in an amount of $89,700 to Sanborn,
Head & Associates of Concord, NH.

Purchasing Manager

Ce: J Lafleur L Fauteux

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

City of Nashua, Public Works Division

To: Board of Public Works Meeting Date: December 19, 2019
From: Jeff Lafleur, Superintendent

Solid Waste Department
Re: Phase III Landfill Construction Quality Assurance Services Change Order #1

Attachment: See Motion A Attachment

B. Motion: To approve Change Order #1 with Sanborn, Head & Associates, Inc. of Concord,
NH for $89,700 to provide the Solid Waste Department with Construction Quality
Assurance (CQA) services for the Phase IIJ Landfill construction. Funding will be
through Department: 168 Solid Waste; Fund: Solid Waste; Activity: Phase II
Landfill.

Discussion: On February 18, 2019, Sanborn, Head & Associates, Inc. (Sanborn Head)
submitted a proposal to provide the Solid Waste Department with Construction
Quality Assurance (CQA) services for the construction of the Phase III landfill.
The Change order above is a culmination of delays to the project by DES. A
detailed letter is attached of the added changes to the project.

AMENDMENT NO.1
TO
AGREEMENT BETWEEN

CITY OF NASHUA, NEW HAMPSHIRE
AND
SANBORN HEAD & ASSOCIATES

FOR
PROFESSIONAL ENGINEERING SERVICES

This AMENDMENT No.1 made the day of , 2020, by and between The
City of Nashua, New Hampshire, (hereinafter called OWNER), and Sanborn, Head & Associates
(hereinafter called ENGINEER).

WHEREAS, an AGREEMENT was entered into on April 17, 2019 between the OWNER and
ENGINEER, which AGREEMENT is entitled “Phase HI Landfill Construction- Quality Assurance
Services.”

hereinafter referred to as AGREEMENT.

WHEREAS, the ENGINEER is requesting supplementary funds to perform additional engineering that
evolved to include components that were not anticipated at the time the existing budget was established.
In addition, the total length of the project was increased due to construction and permitting delays. Our
original proposal assumed that construction would take approximately 16 weeks, the Phase III
construction project is currently in its 26th week of construction. The additional time and requests for
services require a change to the approved budget, in accordance with attached scope of work dated
November 12, 2019.

NOW, THEREFORE, in consideration of said AGREEMENT and other good and valuable
considerations, it is hereby agreed and acknowledged by and between OWNER and ENGINEER to
amend the AGREEMENT, as follows:

The AGREEMENT shall be amended to include this Amendment, a copy of which shall be attached
thereto and made a part thereof.

4. COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to exceed

Three Hundred Forty Four Thousand Seven Hundred Dollars ($344,700)

Amendment #1 1 of 2
Phase III Landfill Expansion

IN WITNESS WHEREOF, the parties hereto have made and executed this AMENDMENT to said
AGREEMENT as of the day and year first above written.

ENGINEER:
SANBORN HEAD & ASSOCIATES

By:

Sanborn Head & Associates (Authorized Representative)

Date:

OWNER:
CITY OF NASHUA

By:

Mayor James W. Donchess, Mayor

Date:

Amendment #1 2 of 2
Phase III Landftll Expansion

SANBORN ||

j
| Hi EAD 20 Foundry Street
Building Trust. Engineering Success. Concord, NH 03301
Mr. Jeff Lafleur November 12, 2019
Superintendent File No. 3066.18
Nashua Division of Public Works, Solid Waste Department
840 West Hollis Street Sent via email

Nashua, NH 03062

Re: Change Order Request
Construction Quality Assurance Services — Phase III
City of Nashua Four Hills Landfill
Nashua, New Hampshire

Dear Jeff:

Sanborn, Head & Associates, Inc. (Sanborn Head) appreciates the opportunity to be of
continued service to the City of Nashua (City). As we recently discussed, based on the
additional requirements imparted by the New Hampshire Department of Environmental
Services {NHDES) on the Phase III construction project and the associated construction
delays, we will exceed the approved budget for the Phase III Construction Quality Assurance
Services project. This letter presents our request for a change to our budget.

Background

Sanborn Head's original scope of services, described in our proposal dated February 18,
2019, included the following three (3) tasks:

w CQA Services;
s Construction Meetings/Documentation; and
ws CQA Report.

However, during construction our scope evolved to include components that were not
anticipated at the time the existing budget was established. In addition, the total length of
the project was increased due to construction and permitting delays. Our original proposal
assumed that construction would take approximately 16 weeks, and as of the date of this
letter, the Phase III construction project is currently in its 26 week of construction. The
additional time and requests for services require a change to our approved budget.

Additional Services Already Provided

Since submitting the February 2019 proposal, several requests were made that were outside
our Construction Quality Assurance Services agreement. Below is a list of the major
differences that were not reflected in our proposal:

a Preparing narratives, figures, and tables associated with the Groundwater
Demonstration required by Condition 6 of the Phase III permit, dated December 5, 2018;

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