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April 21 2016 Page 4
20160421 Ph i Stage (1 LFG Proposal (revised).dacx 3066.06

report will be signed and sealed by a professional engineer licensed in the State of New
Hampshire. Paper copies and an Adobe Acrobat (i.e., *.pdf) electronic copy of the report
will be issued to the City.

BUDGET ESTIMATE AND BASIS OF BILLINGS
The total estimated budget for this proposal is $45,000 as itemized below:

Task | Task Description Succ _
1 Phases | and II GCCS Assessment $6,000
2 Dewatering System Conceptual Design $10,000
3 GCCS Expansion in Phase I, Stage II $12,000
4, Construction Observation Services $17,000

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

SCHEDULE

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

TERMS OF ENGAGEMENT / ACCEPTANCE

The terms of engagement are described in our Agreement with the City of Nashua, New
Hampshire dated July 21, 2011. We understand that acceptance of this scope of services
will be provided in a City issued Purchase Order to Sanborn Head for these services.

CLOSING

Thank you for the opportunity to submit this scope of services. We look forward to
working with you on this project. Please contact us should you require additional
information.

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

o
Le Cee) S SKeaclesess

Eric S. Steinbauser, P.E,, CPESC, CPSWOQ
Senior Project Director

RLC/ESS/DEA/LLD:rlc/Ild
Enclosed: Schedule of Fees

P:\3000s\3066.06\ Project Control\Phase H Stage Hl LFG Proposal\20160421 Ph II Stage Il LFG Proposal (revised).dacx

SANBORN I HEAD

SANBORN I HEAD

Building Trust. Engineering Success,

SANBORN, FLEAD & ASSOCIATES, INC.
2015 Sched ile of F Fees
LU

City of Nashua, NH
Senior Vice President $194
Vice President $184
Project Director $173
Senior Project Manager $148
Project Manager $138
Senior Engineer/Geologist $120
Project Engineer/Geologist $112
Engineer/Geologist $102
Supervising Technician $92
Senior Engineering Technician $83
Engineering Technician $77
Support Staff $66
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.

Sanborn, Head & Associates, Inc, reserves the right to revise this Schedule of Fees annually.

PA\3000s\ 3066.05 \ Project Contral\SWCSA Srd-2015 (Nashua).docx

SANBORN, HEAD & ASSOCIATES, INC. ww wisanbornhead.com

CONTRACT FOR PROFESSIONAL SERVICES

GAS COLLECTION AND CONTROL SYSTEM SERVICES
PHASE II
FOR
FOUR HILLS LANDFILL

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019

AND

SANBORN HEAD, HEAD & ASSOCIATES
and its successors, transferees and assignees (together “Professional Engineer”)
NAME AND TITLE OF PROFESSIONAL ENGINEER

20 FOUNDRY STREET
CONCORD, NH 03301
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 Services, Contract Time, Fee Schedule

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.

AG 1 of 3

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.

3. PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work within
the time periods set forth and may only be altered by the parties by a written agreement to extend
the period of performance or by termination in accordance with the terms of the contract.
Professional Engineer shall begin performance upon receipt of an Executed Contract and a valid
Purchase Order issued from the City of Nashua.

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

exceed
Forty-Five Thousand Dollars ($ 45,000.00 )

which, unless otherwise provided in this contract, shall be paid in accordance with the provisions
of Exhibit B or unless Professional Engineer has received a written exemption from the City of
Nashua. Professional Engineer shall submit monthly requests for payment for services performed
under this agreement directly to

City of Nashua

Attn: Accounts Payable

PO Box 2019

Nashua, NH 03061-2019

Atten: Jeff Lafleur, Superintendent - Solid Waste Department

To facilitate the proper and timely payment of applications, the City of Nashua requires that
all invoices contain a valid PURCHASE ORDER NUMBER.

Requests for payment shall be submitted no later than fifteen (15) days after the end of each
month and must include a detailed summary of the expenditures reported in a form that supports
the approved budget. Specifically, Professional Engineer agrees to provide the following with
each request for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order
number, a listing of personnel hours and billing rates, and other expenditures for which
payment is sought.

2, A progress report. The report shall include, for each monthly reporting period, a
description of the work accomplished, problems experienced, upcoming work, any extra
work carried out, and a schedule showing actual expenditures billed for the period,
cumulative total expenditures billed and paid to date under the contract, and a comparison
of cumulative total expenditures billed and paid to the approved budget.

AG 2 of 3

The City of Nashua will pay for work satisfactorily completed by Professional Engineer. The
City of Nashua will pay Professional Engineer within 30 days of approval by the City of Nashua
of the submitted invoice forms and progress reports. The City of Nashua will make no payments
until the invoice forms and progress reports have been submitted and approved.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless
approved by the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this
contract shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States
mail, postage prepaid, and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Jeff Lafleur, Superintendent Eric S. Steinhauser, P.E.. CPESC, CPSWQ
City of Nashua, Solid Waste Department Sanborn, Head & Associates

840 West Hollis Street 20 Foundry Street

Nashua, NH 03062 , Concord, NH 03301

Any notice required or permitted under this contract, if sent by United States mail, shall be
deemed to be given to and received by the addressee thereof on the third business day after being
deposited in the mail. The City of Nashua or Professional Engineer may change the address or
representative by giving written notice to the other party.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be
legally bound thereby.

City of Nashua, NH (signature) Sanborn, Head& Associates (signature)

James Donchess, Mayor
(Printed Name and Title) (Printed Name and Title)

Date Date

AG 3 of 3

aan ww FF &

EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER STATUS AND PROVISION OF WORKERS’
COMPENSATION COVERAGE

STANDARD OF CARE

CITy OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

FEDERAL SUBCONTRACTING REQUIREMENTS
ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS
RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES

SURVIVAL OF RIGHTS AND OBLIGATIONS

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30. SEVERABILITY GC--13
31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT GC--13

32. CHOICE OF LAW AND VENUE GC--13

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i ‘Parametrics @mel Aw PROPOSAL FOR THE CITY OF NASHUA
: ne ARPA ADMINISTRATIVE SERVICES

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Data Privacy and System Security

The GMS is built on the Microsoft Azure platform to ensure that the highest levels of data privacy and system security can be
impiemented. Azure is compliant with EU-U.S. Privacy Shield, Data is made secure when at rest and in transit. The Microsoft Azure
platform holds ISO certifications related to information secunty management, secunty standards for cloud service providers,
management of Personally identifiable Information (PII) in cloud environments, mitigation against and recovery from disruptive
incidents, and for quality management systems.

More than just the system however, the iParametrics tearm approaches our chent data with care. We use secure standalone Microsoft
Office 365 instances for each client project. We maintain a “zero-standing access" policy, which means that project staff do not have
access to data unless it is explicitly granted in response to a specific project task that requires elevation of access, Whenever access
is granted, it is done under the principle of least privilege: permission granted for a specific request only allows for a minimal set of
actions required to perform that task.

PAGE 27

General Terms and Conditions

1. DEFINITIONS. Unless otherwise required by the context, "Professional Engineer”, and
its successors, transferees and assignees (together “Professional Engineer”) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors

2. PROFESSIONAL ENGINEER STATUS AND PROVISION OF WORKERS?’
COMPENSATION COVERAGE. The parties agree that Professional Engineer shall have the
status of and shall perform all work under this contract as a Professional Engineer, maintaining
control over all its consultants, sub consultants, contractors, or subcontractors. The only
contractual relationship created by this contract is between the City of Nashua and Professional
Engineer, and nothing in this contract shall create any contractual relationship between the City
of Nashua and Professional Engineer's consultants, sub consultants, contractors, or
subcontractors. The parties also agree that Professional Engineer is not a City of Nashua
employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of
the City of Nashua;

(4) Participation or contributions by either the Professional Engineer or the City
of Nashua to the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

3. STANDARD OF CARE. Professional Engineer shall be responsible for the professional
quality, technical accuracy, timely completion, and coordination of all work performed under
this contract. Professional Engineer warrants that all work shall be performed with the degree of
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. It shall be the duty
of Professional Engineer to assure at its own expense that all work is technically sound and in
conformance with all applicable federal, state, and local laws, statutes, regulations, ordinances,
orders, or other requirements. In addition to all other rights which the City of Nashua may have,
Professional Engineer shall, at its own expense and without additional compensation, re-perform
work to correct or revise any deficiencies, omissions, or errors in the work or the product of the
work or which result from Professional Engineer's failure to perform in accordance with this
standard of care. Any approval by the City of Nashua of any products or services furnished or
used by Professional Engineer shall not in any way relieve Professional Engineer of the
responsibility for professional and technical accuracy and adequacy of its work. City of Nashua
review, approval, or acceptance of, or payment for any of Professional Engineer's work under
this contract shall not operate as a waiver of any of the City of Nashua's rights or causes of action
under this contract, and Professional Engineer shall be and remain liable in accordance with the
terms of the contract and applicable law.

Professional Engineer shall furnish competent and skilled personnel to perform the work under

this contract. The City of Nashua reserves the right to approve key personnel assigned by
Professional Engineer to perform work under this contract. Approved key personnel shall not be

GC 3 of 13

taken off of the project by Professional Engineer without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Engineer shall, if
requested to do so by the City of Nashua, remove from the job any personnel whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.

4. CITY OF NASHUA REPRESENTATIVE. The City of Nashua may designate a City of
Nashua representative for this contract. If designated, all notices, project materials, requests by
Professional Engineer, and any other communication about the contract shall be addressed or be
delivered to the City of Nashua Representative.

5. CHANGES TO SCOPE OF WORK. The City of Nashua may, at any time, by written order,
make changes to the general scope, character, or cost of this contract and in the services or work
to be performed, either increasing or decreasing the scope, character, or cost of Professional
Engineer's performance under the contract. Professional Engineer shall provide to the City of
Nashua within 10 calendar days, a written proposal for accomplishing the change. The proposal
for a change shall provide enough detail, including personnel hours for each sub-task and cost
breakdowns of tasks, for the City of Nashua to be able to adequately analyze the proposal. The
City of Nashua will then determine in writing if Professional Engineer should proceed with any
or all of the proposed change. If the change causes an increase or a decrease in Professional
Engineer's cost or time required for performance of the contract as a whole, an equitable
adjustment shall be made and the contract accordingly modified in writing. Any claim of
Professional Engineer for adjustment under this clause shall be asserted in writing within 30 days
of the date the City of Nashua notified Professional Engineer of the change.

When Professional Engineer seeks changes, Professional. Engineer shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the
City of Nashua in writing of the estimate. The proposal for a change shall provide enough detail,
including

personnel hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able
to adequately analyze the proposal. The City of Nashua will then determine in writing if
Professional Engineer should proceed with any or all of the proposed change.

Except as provided in this paragraph, Professional Engineer shall implement no change unless
the City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, in its sole discretion, determines that time is
critical or public health and safety are of concern. Any verbal approval shall be confirmed in
writing as soon as practicable. Any change undertaken without prior City of Nashua approval
shall not be compensated and is, at the City of Nashua's election, sufficient reason for contract
termination.

6. CiTy OF NASHUA COOPERATION. The City of Nashua agrees that its personnel will
cooperate with Professional Engineer in the performance of its work under this contract and that
such personnel will be available to Professional Engineer for consultation at reasonable times
and after being given sufficient advance notice that will prevent conflict with their other
responsibilities. The City of Nashua also agrees to provide Professional Engineer with access to
City of Nashua records in a reasonable time and manner and to schedule items that require action
by the Board of Public Works and Finance Committee in a timely manner. The City of Nashua
and Professional Engineer also agree to attend all meetings called by the City of Nashua or
Professional Engineer to discuss the work under the Contract, and that Professional Engineer

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