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AMENDMENT No. 1
TO
CONTRACT
FOR SERVICE PROVIDER,

SINGLE STREAM RECYCLABLE MATERIAL PROCESSING
RFP1058-022616

BETWEEN
CITY OF NASHUA
AND
CASELLA RECYCLING, LLC

This AMENDMENT No. i, dated is attached to and made part of the
CONTRACT FOR SERVICE PROVIDER between the City of Nashua, New Hampshire and Casella
Recycling, LLC for Single Stream Recyclable Material Processing (RFP1058-022616) dated

September 7, 2016 (“Agreement”).

WHEREAS, Section 24 of the Agreement’s General Terms and Conditions allows for written
amendments to the Agreement when signed by both parties;

WHEREAS, Section 3 of the Agreement states the period of performance is from July 1, 2016 to June
30, 2017 and Section 4 describes compensation; and

WHEREAS, both parties wish to extend the term and renew the pricing for an additional year.

NOW, therefore, in consideration of the mutual covenants contained herein, the parties hereby mutually
agree as follows:

1. That the period of performance of the Agreement shall be extended for one (1) year
commencing on July 1, 2017_and terminating on June 30, 2018.

2. SERVICE PROVIDER agrees to perform the work, under this AMENDMENT No. 1,
in accordance with pricing formula, attached, for a total cost not to exceed

Two Hundred Forty-Nine Thousand Nine Hundred Twenty-Five Dollars (§ 249,925.00)

3. All other terms and conditions of the Agreement shall remain in force until the
completion of the work authorized under this AMENDMENT No. 1.

4. This AMENDMENT No. 1, with attachments, along with the Agreement, constitutes the
entire agreement and understanding between the parties and supersedes all prior agreements and
understandings relating hereto.

SINGLE STREAM RECYCLABLE MATERIAL PROCESSING ]
CASELLA RECYCLING, LLC
Amendment #1

AMENDMENT No. 1
TO
CONTRACT
FOR SERVICE PROVIDER,

SINGLE STREAM RECYCLABLE MATERIAL PROCESSING
RFP1058-022616

BETWEEN
CITY OF NASHUA
AND
CASELLA RECYCLING, LLC

OWNER: SERVICE PROVIDER:

City of Nashua, NH (signature) Casella Recycling, LLC. (signature)

James Donchess, Mayor

(Printed Name and Title) (Printed Name and Title)

Date Date

SINGLE STREAM RECYCLABLE MATERIAL PROCESSING
CASELLA RECYCLING, LLC
Amendment #1

baa THE CITY OF NASHUA “The Gate City’

Financial Services

Purchasing Department

June 1, 2017
Memo #17-131

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: FY18 CONTRACT EXTENSION FOR PURCHASE OF B5 BIODIESEL FUEL FOR
NASHUA TRANSIT (VALUE: $130,000)
DEPARTMENT: 186 TRANSPORTATION; FUND: FTA GRANT

Please see attached communication from Camille Pattison, Transportation Manager dated May 18, 2017
for the information related to this contract extension.

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 Transportation Manager and the Purchasing Department recommend the award of this contract

extension in the amount of $130,000 for a period of twelve months expiring on June 30,2018 to East
River Energy of Guilford, CT.

Respectiull A 9

Te WE

7 Dan Kooken
Purchasing Manager

Ce: C Pattison J Graziano

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

City of Nashua

Community Development Division

City Hall, 229 Main Street, PO Box 2019
Nashua, New Hampshire 03061-2019

www.nashuanh.gov

Date: May 18th, 2017
To: Jim Donchess, Mayor

From: Camille Pattison, Transportation Manager

Community Development
Planning and Zoning
Building Safety

Code Enforcement

Urban Programs
Conservation Commission
Transportation

FAX

Re: Finance Committee — Amendment to East River Energy Contract to Extend for 1 Year

589-3095
589-3090
589-3080
589-3100
589-3085
589-3105

_ 880-0100

589-3119

The City of Nashua currently has a contract with East River Energy for the period of July 1, 2016 —
June 30", 2017. The contract included an option to extend for additional period of 1 year, at the
same rate of $1.8547 per gallon of bio-diesel fuel. Bio-diesel is currently used to operate our buses,
vans and trolleys. The Transportation Department would like to extend the contract for the

upcoming year.

B5 BIODIESEL AGREEMENT BETWEEN
THE CiTY OFNASHUA, NH
AND

East River Energy, Inc.

THOS AGREEMENT is made and entered into effective asof =» ss uy 29, 2016 by and

between the CITY of Nashua, located at 229 Main Street, Nashua, NH 03060 (the "CITY") and
(the

"CONTRACTOR”).

WITNESSETH

WHEREAS, the CITY is desirous of obtaining B5 Biodiesel fuel blend for the Nashua Transit
System. NOW, THEREFORE, in consideration of the foregoing recitals and covenants and
agreements of each of the parties herein set forth, the parties do agree as follows:

1. CONTRACTOR SERVICES

The CITY does hereby engage and retain the CONTRACTOR to deliver BS-Bio-diesel fuel
blend on a year-round basis. It is required that the B5 Biodiesel product being supplied is
formulated utilizing “premium ultra-low sulfur #2" blend stock on a year-round basis.

CONTRACTOR will follow the guidelines listed below for the minimum protection cloud points
required. All fuel as delivered shall meet or exceed the cloud point requirements as stated below

unless superseded by requirements stated at time of order:
ADDITIVE WINTER PREMIUM DIESEL CLOUD POINT REQUIREMENTS

October Ist to December 14th - "B5 fuel delivered” with a required cloud point that
meets or exceeds + 8° cloud point

December 15th to March 14""- "BS fuel delivered” with a required cloud point that meets
or exceeds -5° cloud point

March 15" to September 30" - "B5 fuel delivered" with a required cloud point that meets
or exceeds + 20° cloud point

2. COMMENCEMENT AND TERM

Deliveries shall commence upon the full execution of this Agreement and shall proceed
diligently and in good faith from July |, 2016 through June 30, 2017, with a one year option to
extend at the same price.

°

The CONTRACTOR will deliver quantities requested to 11 Riverside Street within a
24- hour time period. Friday requests will be delivered on Monday.

3

The CONTRACTOR’s drivers will take precautions to prevent spillage during
deliveries. Driver will immediately notify CITY of Nashua personnel of problems
resulting from defective equipment at the 11 Riverside Street, Nashua NH facility.
The City of Nashua will not be responsible for spillage during deliveries.

Deliveries will be via tanker loads or small truckloads depending on order size.
Orders are called in and most deliveries are in the 7,000-10,000 gallon range with the
exception of fiscal year end when the CITY may request | or 2 deliveries in the area
of 1.000 gallons each.

Quantity stated is an estimate based on history and anticipated needs. The CITY shall
not be bound to this specific quantity to fulfill the agreement.

Deliveries must be made between 6:00am - 9:00pm EST.

The bio-diesel component must meet ASTM-D-6751 code and the final blend must
meet the requirements of the D975 code.

The bio-diesel product must include a cold weather additive.
An authorized CITY of Nashua employee must sign all delivery slips.

All invoices must be forwarded to CITY of Nashua, c/o Accounts Payable, City Hall,
229 Main Street, PO Box 2019, Nashua NH 03061-2019. Invoices must identify the
delivery point, date and quantity, and must include proof of delivery slip.

Delivery price will be $ 1.8457 per gallon for the duration of this agreement.

The CONTRACTOR’s Certificate of Liability Insurance must be on file at the
CITY's Purchasing Office and Risk Management Department. New certificates must

be forwarded as coverage is renewed.

No confirming purchase order will be mailed to the CONTRACTOR from the CITY.
Nashua Transit. acting for the CITY, will issue draw-down orders to cover processing
of invoices. However, no purchase order needs to be referenced on invoices.

Location of delivery point is the critical data to identify the CITY of Nashua cost
center.

All requests for delivery will come from an authorized CITY employee.

The CITY is utilizing funding from the Federal Transit Administration for this
project. The federally required FTA clauses for this contract can be found in the
attached document Exhibit A- FTA Clauses which are incorporated herein by

reference.

3. INSURANCE REQUIREMENTS

CONTRACTOR shall carry and maintain in effect during the performance of services under this
contract:

» General Liability (which must include hazardous material/waste coverage):
$1,000,000 per Occurrence
$2.000.000 Aggregate
(City of Nashua Additional Insured)

» Motor Vehicle Liability:
$1,000,000 Combined Single Limit *ceverage must include all owned, non-owned and
hired vehicles.

(City of Nashua Additional Insured)

» Workers’ Compensation Coverage according to Statute of the State of New
Hampshire:
$100,000 / $500,000 / $ 100,000
(Sole Proprietors not subject to Workers' Compensation requirements)

CONTRACTOR and subcontractors at every tier will fully comply with NH RSA Chapter 281-
A, “Workers' Compensation",

CONTRACTOR shall maintain in effect at all times during the performance under this contract
all specified insurance coverage with insurers. None of the requirements as to types and limits to
be maintained by CONTRACTOR are intended to and shall not in any manner limit or qualify
the liabilities and obligations assumed by CONTRACTOR under the contract. The CITY shall
not maintain any insurance on behalf of CONTRACTOR. Subcontractors are subject to the same
insurance requirements as the CONTRACTOR and it shall be the CONTRACTOR's
responsibility to ensure compliance of this requirement.

The parties agree that CONTRACTOR shall have the status of and shall perform all work under
this agreement as an independent contractor, maintatning control over all its consultants, sub
consultants, contractors, or subcontractors. The only contractual relationship created by this
agreement is between the CITY and CONTRACTOR, and nothing in this agreement shall create
any contractual relationship between the CITY and CONTRACTOR's consultants, sub
consultants, contractors. The parties also agree that CONTRACTOR is not a CITY employee
and that there shall be no:

1. Withholding of income taxes by the CITY;
Industrial insurance coverage provided by the CITY:
Participation in group insurance plans which may be available to employees of the CITY;
Participation or contributions by either the CONTRACTOR or the CITY to the public
employees retirement system;
5. Accumulation of vacation leave or sick leave provided by the CITY:
6. Unemployment compensation coverage provided by the CITY.

ts bo

ha

CONTRACTOR will provide the CITY with certiticates of insurance for coverage, as listed, and
endorsements affecting coverage required by the Agreement. The CITY requires thirty days
written notice of cancellation or material change in coverage. The certificates and endorsements
for each insurance policy must be signed by a person authorized by the insurer and who is
licensed by the State of New Hampshire. General Liability, Emplovers’ Liability and Auto
Liability policies must name the City of Nashua as an additional insured and reflect on the
certificate of insurance. CONTRACTOR is responsible for filing updated certificates of
insurance with the City of Nashua's Risk Management Department during the life of the

contract.

» All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

® If aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage. CONTRACTOR must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of

insurance.

» The specified insurance requirements do not relieve CONTRACTOR of its
responsibilities or limit the amount of its liability to the CITY or other persons, and
CONTRACTOR is encouraged to purchase such additional insurance, as it deems

necessary.

~” The insurance provided herein is primary, and no insurance held or owned by CITY shall
be called upon to contribute to a loss.

» CONTRACTOR is responsible for and required to remedy all damage or loss to any
property, including property of the CITY, caused in whole or part by CONTRACTOR or
anyone employed, directed, or supervised by CONTRACTOR.

Regardless of any coverage provided by any insurance, CONTRACTOR agrees to indemnify
and shall defend and hold harmless the CITY, its agents, officials, employees and authorized
representatives and their employees from and against any and all suits, causes of action, legal or
administrative proceedings, arbitrations, claims. demands, damages, liabilities, interest,
attorney's fees, costs and expenses of any kind or nature in any manner caused, occasioned, or
contributed to in whole or in part by reason of any negligent act, omission, or fault or willful
misconduct, whether active or passive, of CONTRACTOR or of anyone acting under its
direction or control or on its behalf in connection with or incidental to the performance of this
contract. CONTRACTOR's indemnity, defense and hold harmless obligations, or portions
thereof, shall not apply to liability caused by the negligence or willful misconduct of the party

indemnified or held harmless

In the event of a termination, abandonment, or suspension at will, Professional Engineer
shall receive all amounts due and not previously paid to Professional Engineer for work
satisfactorily completed in accordance with the contract prior to the date of the notice and
compensation for work thereafter completed as specified in the notice. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on
10 calendar day’s written notice to Professional Engineer in the event of a failure by
Professional Engineer to adhere to any or all the terms and conditions of the contract or for
failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make
sufficient progress on the work in a timely and professional manner. Professional Engineer
shall be given an opportunity for consultation with the City of Nashua prior to the effective
date of the termination. Professional Engineer may terminate the contract on 10 calendar
days written notice if, through no fault of Professional Engineer, the City of Nashua fails
to pay Professional Engineer for 45 days after the date of approval by the City of Nashua
of any Application for Payment.

Upon receipt of notice of termination for cause, Professional Engineer shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Provide the City of Nashua with a list of all unperformed services.

3. Place no further orders or sub-contracts for materials, services, or facilities, other
than as may be necessary or required for completion of such portion of work
under the contract that is not terminated.

4. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or sub contracts to the extent they
relate to the performance of work terminated, abandoned, or suspended under the
notice, assign to the City of Nashua any orders or sub contracts specified in the
notice, and revoke agreements specified in the notice.

5. Not resume work after the effective date of a notice of termination unless and
until receipt of a written notice from the City of Nashua to resume performance.

In the event of a termination for cause, Professional Engineer shall receive all amounts due
and not previously paid to Professional Engineer for work satisfactorily completed in
accordance with the contract prior to the date of the notice, less all previous payments. No
amount shall be allowed or paid for anticipated profit on unperformed services or other
unperformed work. Any such payment may be adjusted to the extent of any additional
costs occasioned to the City of Nashua by reasons of Professional Engineer's failure.
Professional Engineer shall not be relieved of liability to the City of Nashua for damages
sustained from the failure, and the City of Nashua may withhold any payment to the
Professional Engineer until such time as the exact amount of damages due to the City of
Nashua is determined. All claims for payment by the Professional Engineer must be
submitted to the City of Nashua within 30 days of the effective date of the notice of
termination.

If after termination for the failure of Professional Engineer to adhere to any of the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City
of Nashua, to complete or make sufficient progress on the work in a timely and professional
manner, it is determined that Professional Engineer had not so failed, the termination shall
be deemed to have been a termination at will. In that event, the City of Nashua shall, if

GC 5 of 13

4. GOVERNING LAW AND VENUE

This Agreement shall be interpreted and enforced in accordance with the laws of the state of
New Hampshire. excluding any choice of Jaw or conflicts of law rules that would result in the
application of the laws of a different jurisdiction, and any litigation related to this Agreement
shall be brought in a state court located in the State of New Hampshire.

5. SEVERABILITY

If any provision of this Agreement is determined to be void, unlawful, or otherwise
unenforceable, that provision shall be severed from the remainder of this Agreement, and
replaced automatically by a provision containing terms as nearly like the void, unlawful, or
unenforceable provision as possible, or otherwise modified in such fashion as to preserve, to the
maximum extent possible, the original intent of the Parties, and this Agreement, as so modified,

shall continue to be in full force and effect.

6. AMENDMENT

No modification, amendment, or other change to this Agreement shall be effective unless agreed
to in a writing signed by cach of the Parties.

Any proposed modification to the Scope of Work, including schedule, shall be submitted in
writing to the CITY with an explanation for the need to amend the Agrcement and proposed
adjustment.

7. NO WAIVER

Failure or forbearance by any Party to exercise any of its rights or remedies under this
Agreement shall not constitute a waiver of such rights or remedies in that or any other instance.
No Party shall be deemed to have waived any right or remedy resulting from such failure to
perform unless it has made such waiver specifically in writing.

8. TERMINATION

This Agreement can be terminated, in its sole discretion, by the CITY at any time, and
CONTRACTOR will be paid for all work performed up to the termination date. The CITY shall
have the benefit of all work performed to the date of termination, and ts entitled to all work,
reports, drafts, notes, recommendations, etc. performed or prepared by CONTRACTOR up to the
termination date. For termination by default please refer to the FTA clauses located within
Exhibit A.