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REQUEST FOR PROPOSALS RFP1058-022616

DIVISION OF PUBLIC WORKS SOLIDWASTE DEPARTMENT
CITY OF NASHUA NEW HAMPSHIRE

ATTACHMENT A-PROPOSALCOSTS

PROCESSING COST perton

(estimated annual # loads: 333)

£35.00 fton
(estimated annual tonnage: 5000-5500tons) -
TRANSPORTATION COST per load $225.00 oe

Name of Hauling company, Ff different from vendor

Casella Recycling , LLC

Formula that would reduce Processing
Costs or produce revenue

(List indexes used to calculate recycling costs)

CASELLA’S ACR (AVERAGE COMMODITY REVENUE) LESS
THRESHOLD OF $60.00 WITH A 50% REVENUE SHARE
WHEN ACR IS ABOVE THRESHOLD. DOLLAR FOR DOLLAR
CHARGE TO CUSTOMER WHEN UNDER THE THRESHOLD.
CURRENT CHARGE TO NASHUA, BASED ON THIS “ACR
FORMULA PRICE” CALCULATION JS;

$22.10 PER TON / FEBRUARY

CURRENT CASELLA ACR LESS $60.00 PER TON = $22.10 PER TON CHARGE FOR FEBRUARY 2016

VendorName&Address:

CASELLA RECYCLING, LLC, 24 BUNKERHILL INDUSTRIAL PARK CHARLESTOWN, MA 02129

Phone: (617) 275-6276
Fax: (617) 241-3806

Email: "AZE-,

(Authorized Signature)”

sli th

/ (DateY

Mr. MARK S. EVANS SENIOR BUSINESS DEVELOPMENT MANAGER
(Printed/Typed Name & Title)

CONTRACT FOR SERVICE PROVIDER

Single Stream Recyclable Material Processing
RFP 1058-022616

A CONTRACT BETWEEN

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

CASELLA RECYCLING, LLC
and its successors, transferees and assignees (together “Service Provider’’)
NAME AND TITLE OF SERVICE PROVIDER

24 BUNKERHILL INDUSTRIAL PARK , CHARLESTOWN, MA 02129
ADDRESS OF SERVICE PROVIDER

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time to
time requires the services of a Service Provider; and

WHEREAS, it is deemed that the services of a Service Provider herein specified are both necessary and
desirable and in the best interests of the City of Nashua; and

WHEREAS, Service Provider 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 Service Provider shall complete the work described in the Contract
Documents, The following are by reference incorporated herein and are made part of this contract:

1. This Agreement signed by the City of Nashua and Service Provider, including the General Terms and
Conditions;

Exhibit A: Request for Proposals - RFP 1058-022616 {all inclusive);

Exhibit B: Casella Proposal — dated February 23, 2016;

Insurance Certificate;

Written change orders or orders for minor changes in the Work issued after execution of this
Agreement; and

6. Fully Executed City of Nashua Purchase Order

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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.

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2. WORK TO BE PERFORMED. Except as otherwise provided in this contract, Service Provider shall be
responsible for all aspects of providing the requested service: the pickup and hauling of single stream
recyclables from the Four Hills Landfill / Nashua Recycling Center; the processing, marketing and shipping of
recyclables; the disposal of any residue; the maintenance of records and provision of documents and reports to
the City of Nashua; and the care and maintenance of equipment Furnished for this program and any other
associated items. Upon acceptance of recyclables, the Service Provider shall be responsible for all handling of
said materials.

2. A. OPERATION

The Service Provider must accept all recyclables that are delivered during the term of its contract. The
vendor shall provide to the City of Nashua a list of materials and grades currently accepted at the vendor
facility, and any minimum quality specifications, including allowable contamination limits. The vendor
shall also provide a description of unacceptable materials and shall be responsible for inspecting designated
recyclables upon delivery. Once said recyclables are accepted, they shall be the property and sole
responsibility of the Service Provider.

If materials are rejected or downgraded by the Service Provider, the City of Nashua must be notified as to
why; by the next business day following the day the rejection or downgrade occurred. Digital photographs
of the rejected or downgraded materials shal] accompany this notification. The City of Nashua must be
provided with an opportunity for on-site inspection of materials in question.

If the Service Provider fails to pick up or accept recyclables because of facility or service failure, without
exclusion, even from a force majeure event, the Service Provider shall be responsible for providing
alternative recycling services and compensating the City of Nashua for any additional costs.

Materials currently accepted at the Nashua Recycling Center, and which shall be included in the vendor’s
proposal, are:

Single Stream Recyclables:
Aluminum beverage cans

Tin / Metal cans

Clean aluminum foil and trays
Glass bottles and jars - all colors
Plastics containers: # 1 through #7
Newspapers

Cardboard — corrugated and chipboard
Magazines / phone books

Junk Mail

Mixed Paper / shredded paper

Current annual quantities are in the range of 5000 - 5509 tons of single stream recyclables.

Quantities of acceptable materials do fluctuate and shall not be construed as warranties or guarantees of the
quantity of recyclables that wil] actually be provided by the City of Nashua of Nashua,

Materials shall be transported from the Nashua Recycling Center by the Service Provider's staff or
contractor and equipment; Solid Waste Department equipment and staff shall be available for live loading
the vendor’s trucks. The pickup schedule shall be sufficient to keep the storage area for single stream
recycling reasonably clear.

During the term of the Agreement between the Service Provider and the City of Nashua, or any extension
thereof, Nashua may expand the definition of Acceptable Materials to include additional household
recyclable materials which are mandated to be recycled by any state or federal agency or which are agreed
to by the Service Provider and the City of Nashua.

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2. B. TRANSPORTATION

The Service Provider shall provide transportation of recyclable materials directly from the Nashua
Recycling Center to the MRF, utilizing vendor-supplied trucks and drivers to deliver materials to the
vendor’s MRF. Pickup and hauling of loads of material by the vendor at the Nashua Recycling Center
shall be during the hours of 8:00 am and 3:30 pm, Monday through Friday, and loading must be
completed by 3:30 pm.

Rain and ordinary snow accumulations shail not be grounds for the cancellation or delay of pickup or
delivery unless both the vendor and the City of Nashua agree that travel should not occur for safety or
health reasons.

The City of Nashua shall have the right of access to all portions of the facility at all reasonable times, for
purposes of inspection, monitoring and conducting tours. The City of Nashua’s rights of access shall be
conditioned upon compliance with reasonable safety rules and regulations of the facility.

2.C, EQUIPMENT
The Service Provider shall provide and maintain sufficient equipment, in good working condition, to

enable proper servicing of this agreement.

2. D. PROCESSING FACILITY

The vendor shall provide a description of the processing facility, including the type of equipment used
and a process flow diagram. Please indicate the number of years of operation, capacity, hours of
operation and any scheduled shutdowns. A tour of the facility for City of Nashua officials will be
arranged at a mutually convenient time, if possible within two weeks of submittal of the Proposal.

2. E. MARKETING MATERIALS

At the request of the City of Nashua, the Service Provider must be prepared to identify all processing
facilities, secondary haulers, and markets it intends to use for recycling the materials. This information
will be kept confidential upon request. The Service Provider must also minimize the amount of material
entering the processing facility that is disposed of as unrecyclable residue. This amount must not exceed

10° on an annual basis,

If, at any time during the life of the contract, there is a change in the processing and / or marketing facility
used, the Service Provider shall request the City of Nashua's approval for such a termination, amendment
or replacement (60) calendar days prior to the effective date of such termination, amendment and / or
replacement and shall provide the City of Nashua with the name, address and phone number of the new
Processor's office, the name of an individual responsible for the processing operation, the site of storage
and / or processing of the recyclable material, and the names and addresses of the processor's secondary
haulers and end markets.

Properly prepared materials MUST be marketed to end users that will recycle. Materials cannot be
landfilled or incinerated, except within the allowable residue limit.

2. F. REPORTING REQUIREMENTS
5. F.1. Scale Weights
The Service Provider must agree to accept the scale receipts of the Four Hills Landfill as the official

measure of weight. One ton weighs two thousand pounds.

5. F.2.. Records and Reports

The Service Provider shall provide the City of Nashua with a monthly activity statement and any
supporting documentation requested, of all recyclables tonnage accepted, and a statement of account for
revenue / costs. These monthly statements shall be provided to the City of Nashua by the end of the
second week of each month for the previous month. A report shall be provided to the City of Nashua by
February 1 annually, detailing the previous service year’s activities.

2. G. RECORDS AND ACCESS

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The Service Provider shall maintain record of amounts of acceptable materials delivered from the City
of Nashua. The Service Provider shall maintain books and records in accordance with generally
accepted accounting principles and practices. The Service Provider shall make available to the City of
Nashua all books and records necessary to verify the amount of material delivered by the City of
Nashua.

3. PERIOD OF PERFORMANCE. Service Provider shall perform and complete all work within the time periods
set forth. The time periods 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. Service Provider shall begin
performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City of
Nashua.

The term of the contract shall be for one (1) year commencing on July 1, 2016 and terminating on June 30,
2017,

4, COMPENSATION. Service Provider agrees to perform the work for a total cost not to exceed
Two Hundred Forty-Nine Thousand Nine Hundred Twenty-Five Dollars $ 249,925.00

The Contract Sum shall include all items and services necessary for the proper execution and completion of
the Work.

Unless Service Provider has received a written exemption from the City of Nashua, Service Provider shall
submit an itemized Application for Payment for operations completed in accordance with the values stated in
the Agreement. Such applications shall be supported by such data substantiating the Service Provider’s right
to payment as the City of Nashua may reasonably require. Service Provider shall submit monthly requests for
payment for services performed under this agreement directly to:

City of Nashua

Accounts Payable

PO Box 2019

Nashua, NH 03061-2019

Attn: 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.

Applications for Payment shall be submitted no later than fifteen (15) days after the end of each month. The

City of Nashua will pay for work satisfactorily completed and accurately invoiced by Service Provider, within
thirty (30) days from the time of approval by the City of Nashua.

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

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6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract shall
be in writing, shal] 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: SERVICE PROVIDER REPRESENTATIVE:
Jeff Lafleur, Superintendent Bob Cappadona, Vice President

City of Nashua, Solid Waste Department Casella Recycling, LLC

840 West Hollis St 24 Bunkerhill Industrial Park

Nashua, NH 03062 Charlestown, MA 02129

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 Service Provider may change the address or representative by giving written notice to the

other party

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General Terms and Conditions

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

2. SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’ COMPENSATION COVERAGE. The
parties agree that Service Provider shall have the status of and shall perform all work under this contract as an
independent contractor, maintaining contro! over all its consultants, sub- consultants, contractors, or sub-
contractors. The only contractual relationship created by this contract is between the City of Nashua and
Service Provider, and nothing in this contract shall create any contractual relationship between the City of
Nashua and Service Provider's consultants, sub consultants, contractors, or sub-contractors. The parties also
agree that Service Provider 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 Service Provider 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. Service Provider shall be responsible for the quality, accuracy, timely
completion, and coordination of all work performed under this contract. Service Provider warrants that all
work shall be performed with the degree of skill, care, diligence, and sound practices and judgment that are
normally exercised by recognized firms with respect to services of a similar nature. It shall be the duty of
Service Provider 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, Service Provider 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 Service Provider's failure to perform in
accordance with this standard of care. Any approval by the City of Nashua of any services fumished or used
by Service Provider shall not in any way relieve Service Provider 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 Service Provider'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 Service Provider shall be and remain liable in
accordance with the terms of the contract and applicable law. Service Provider shall furnish competent and
skilled personnel to perform the work under this contract.

4, 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 Service Provider's performance under the
contract. Service Provider 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 Service Provider should proceed with any or
all of the proposed change. If the change causes an increase or a decrease in Service Provider'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 Service Provider for adjustment under this clause shall be
asserted in writing within 30 days of the date the City notified Service Provider of the change.

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

Service Provider warrants that it has examined all contract documents, has brought all conflicts, errors,
discrepancies, and ambiguities to the attention of the City of Nashua in writing, and has concluded that the
City of Nashua’s resolution of each matter is satisfactory to Service Provider. All future questions Service
Provider may have conceming interpretation or clarification of this contract shall be submitted in writing to
the City of Nashua within 10 calendar days of their arising. The writing shall state clearly and in full detail
the basis for Service Provider's question or position.

The City of Nashua’s representative shall render a decision within 15 calendar days. The City of Nashua's
decision on the matter is final. Any work affected by a conflict, error, omission, or discrepancy which has
been performed by Service Provider prior to having received the City of Nashua's resolution shall be at
Service Provider's risk and expense. At all times, Service Provider shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or determination of the
City of Nashua. Service Provider is responsible for requesting clarification or interpretation and is solely
liable for any cost or expense arising from its failure to do so.

6. TERMINATION OF CONTRACT.

A TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its
sole discretion, shall have the right to terminate, abandon, or suspend alt or part of the project and contract at
will. If the City of Nashua chooses to terminate, abandon, or suspend all or part of the project, it shall provide
Service Provider 10 day’s written notice of its intent to do so.

If all or part of the project is suspended for more than 90 days, the suspension shal] be treated as a termination
at will of all or that part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Service Provider shall;
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 suspension until receipt of a written
notice from the City of Nashua to resume performance.

In the event of a termination, abandonment, or suspension at will, Service Provider shall receive all amounts
due and not previously paid to Service Provider 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 Service Provider in the event of a failure by Service Provider 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. Service
Provider shall be given an opportunity for consultation with the City of Nashua prior to the effective date of
the termination. Service Provider may terminate the contract on 10 calendar days written notice if, through no
fault of Service Provider, the City of Nashua fails to pay Service Provider for 45 days after the date of
approval by the City of Nashua of any Application for Payment.

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Upon receipt of notice of termination for cause, Service Provider shall:

I. 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, Service Provider shall receive all amounts due and not previously paid
to Service Provider 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 Service Provider's failure. Service Provider 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 Service Provider until such time as the exact amount of damages due to the City
of Nashua is determined. All claims for payment by the Service Provider 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 Service Provider 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 Service Provider 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 necessary, make an adjustment in the compensation paid to Service Provider such that
Service Provider receives total compensation in the same amount as it would have received in the event of a

termination-at-will.

Cc. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the City of
Nashua may take over the work and prosecute it to completion by agreement with another party or otherwise.
Upon termination of the contract or in the event Service Provider shall cease conducting business, the City of
Nashua shail have the right to solicit applications for employment from any employee of the Service Provider
assigned to the performance of the contract.

Neither party shall be considered in default of the performance of its obligations hereunder to the extent that
performance of such obligations is prevented or delayed by any cause, existing or future, which is beyond the
reasonable control of such party. Delays arising from the actions or inactions of one or more of Service
Provider's principals, officers, employees, agents, sub-contractors, sub consultants, vendors, or suppliers are
expressly recognized to be within Service Provider's control.

7. DISPUTE RESOLUTION. The parties shall attempt to resolve any dispute related to this contract as
follows. Either party shall provide to the other party, in writing and with full documentation to verify and
substantiate its decision, its stated position concerning the dispute. No dispute shall be considered submitted
and no dispute shall be valid under this provision unless and until the submitting party has delivered the
written statement of its position and full documentation to the other party. The parties shall then attempt to
resolve the dispute through good faith efforts and negotiation between the City of Nashua Representative and
a Service Provider Representative. At all times, Service Provider shall carry on the work under this contract
and maintain and complete work in accordance with the requirements of the contract or determination or
direction of the City of Nashua. If the parties are unable to resolve their dispute as described above within 30
days, the parties may request that the dispute be submitted to the Board of Public Works for resolution, If the
parties are dissatisfied with the decision of the Board of Public Works, the parties’ reserve the right to pursue
any available legal and/or equitable remedies for any breaches of this contract except as that right may be
limited by the terms of this contract.

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8. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment, compensation, or
adjustment of any kind shall be made to Service Provider for damages because of hindrances or delays in the
progress of the work from any cause, and Service Provider agrees to accept in full satisfaction of such
hindrances and delays any extension of time that the City of Nashua may provide.

9. INSURANCE. Service Provider shall carry and maintain in effect during the performance of services
under this contract:

> General liability insurance in the amount of $1,000,000 per occurrence; $2,000,000 aggregate;
>» Motor Vehicle Liability: $1,000,000 Combined Single Limit;

*Coverage must include all owned, non-owned and hired vehicles.

>» Workers’ Compensation Coverage in compliance with the State of NH _ Statutes,
$100,000/$500,000/$ 100,000.

Service Provider 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 Service
Provider are intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by
Service Provider under the contract. The City of Nashua shall not maintain any insurance on behalf of
Service Provider. Subcontractors are subject to the same insurance requirements as the Service Provider and it
shall be the Service Provider’s responsibility to ensure compliance of this requirement. Service Provider will
provide the City of Nashua with certificates of insurance for coverage as listed below and endorsements
affecting coverage required by the contract within ten (10) calendar days after the City of Nashua issues the
notice of award, The City of Nashua requires thirty (30) days written notice of cancellation or material change
in coverage. The certificates and endorsements for each insurance policy are to be signed by a person
authorized by the insurer and who is licensed by the State of New Hampshire. Certificates must name the
City of Nashua _as_an_ additional insured on General Liability, and Auto Liability policies. Service
Provider is responsible for filing updated Certificates of Insurance with the City of Nashua’s Risk
Management Department during the life of the contract. The certificate should be mailed to:

Risk Management

City of Nashua

229 Main Street

Nashua, NH 03060-2019

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, Service

Provider 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 Service Provider of its responsibilities or limit
the amount of its liability to the City of Nashua or other persons, and Service Provider is encouraged
to purchase such additional insurance, as it deems necessary.

> The insurance provided herein is primary, and no insurance held or owned by the City of Nashua
shall be called upon to contribute to a loss.

» Service Provider is responsible for and required to remedy all damage or loss to any property,

including property of the City of Nashua, caused in whole or part by Service Provider or anyone

employed, directed, or supervised by Service Provider.

Vv

10. INDEMNIFICATION. Regardless of the coverage provided by any insurance, Service Provider agrees
to indemnify and shall defend and hold harmless the City of Nashua, 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, attorneys’ fees, costs
and expenses of any kind or nature to the extent 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 Service
Provider or of anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Service Provider's indemnity, defense and hold harmless obligations, or

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