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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 control 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 furnished 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 concerning 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 detaii
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 all 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 shall 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:

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 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:

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, 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 shall 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 ri ght 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.

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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portions thereof, shall not apply to liability caused by the sole negligence or willful misconduct of the party
indemnified or held harmless.

11. FISCAL CONTINGENCY. All payments under this contract are contingent upon the availability to the
City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's obligations
under it shall be extinguished at the end of any fiscal year in which the City of Nashua fails to appropriate
monies for the ensuing fiscal year sufficient for the performance of this contract.

Nothing in this contract shall be construed to provide Service Provider with a right of payment over any other
entity. Any funds obligated by the City of Nashua under this contract that are not paid to Service Provider
shall automatically revert to the City of Nashua’s discretionary control upon the completion, termination, or
cancellation of the agreement. The City of Nashua shall not have any obligation to re-award or to provide, in
any manner, the unexpended funds to Service Provider. Service Provider shall have no claim of any sort to the
unexpended funds.

12. COMPLIANCE WITH APPLICABLE LAWS. Service Provider, at all times, shall fully and completely
comply with all applicable local, state and federal laws, statutes, regulations, ordinances, orders, or
requirements of any sort in carrying out the obligations of this contract, including, but not limited to, all
federal, state, and local accounting procedures and requirements, all immigration and naturalization laws, and
the Americans With Disabilities Act. Service Provider shall, throughout the period services are to be
performed under this contract, monitor for any changes to the applicable laws, statutes, regulations,
ordinances, orders, or requirements, shall promptly notify the City of Nashua in writing of any changes to the
same relating to or affecting this contract, and shall submit detailed documentation of any effect of the change
in terms of both time and cost of performing the contract.

13. NONDISCRIMINATION. In connection with the performance of work under this contract, Service
Provider agrees not to discriminate against any employee or applicant for employment because of race,
religion, 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.

14, SERVICE PROVIDER ENDORSEMENT. Service Provider shall sign, seal, and/or stamp as appropriate
any necessary documents as required under the laws of the State of New Hampshire.

15. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Service Provider 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 parties.

16. CITY OF NASHUA INSPECTION OF CONTRACT MATERIALS. The books, records, documents and
accounting procedures and practices of Service Provider related to this contract shall be subject to inspection,
examination and audit by the City of Nashua.

17. TAXES. Service Provider 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. Service Provider
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.

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18. 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.

19, 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. Said rights and remedies to be had or exercised
in accordance with section 25, hereof.

20. PROHIBITED INTERESTS. Service Provider 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. Service Provider
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 Service Provider. If
any such interest comes to the attention of Service Provider at any time, a full and complete disclosure of the
interest shall be immediately made in writing to the City of Nashua. Service Provider warrants that no
gratuities (including, but not limited to, entertainment or gifts) were offered or given by Service Provider 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.

21, THIRD PARTY INTERESTS AND LIABILITIES. The City of Nashua and Service Provider, 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 Service Provider.

22. 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.

23, 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.

24, MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the entire
contract between the City of Nashua and Service Provider. 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.

25. 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.

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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) Casella Recycling, LLC (signature)

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

Date Date

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EXHIBIT A

City of Nashua
Central Purchasing
229 Main Street
Nashua NH 03060
603-589-3330 Fax: 603-589-3344

January 27, 2016

REQUEST FOR PROPOSALS:

SINGLE STREAM RECYCLABLE MATERIAL PROCESSING
RFP1058-022616

The City of Nashua, Division of Public Works, Solid Waste Department, is seeking proposals from qualified
firms for transporting and processing single stream recyclables from the Four Hills Landfill / Nashua Recycling
Center. The following services shail be included: providing the necessary 100-yard trailers at the Nashua
Recycling Center, transporting materials to the vendor’s Single Stream Materials Reprocessing Facility (MRF),

and sorting, preparing and marketing the materials.

INSTRUCTIONS TO VENDORS:

Proposals must be delivered, in duplicate (one (1) original and one (1) photocopy of the same pages), in
sealed envelope(s) or package(s), to the Central Purchasing Office, 229 Main Street, Lower Level, Nashua NH
03060 prior to 3:00 pm prior on Friday, February 26, 2016. Proposals must be marked “RFP1058-022616”
Single Stream Recyclable Material Processing” and submitted in the format provided, addressing all items
listed in the proposal specifications. Postmarks or other timestamps will not be accepted in lieu of actual
delivery. The firm can use whatever delivery mechanism it chooses as long as it remains clear that the firm is
responsible for submissions prior to the date and time. Further details are available on the City’s web site,

www.nashuanh.gov, under Citizens Favorites, Current Bid Opportunities, and document RFP1058-022616.
Bids will be opened in public on the due date and time. Results of the bid opening will be posted on the City’s

web site, under Bid Results, within twenty-four (24) hours of the opening.

All proposals are binding until the approval of the FY 2017 budget, or until the effective date of any resulting
contract, whichever ts later.

The City of Nashua may reject any or all of the proposals on any basis and without disciosure of a reason.
The failure to make such a disclosure shall not result in accrual of any right, claim or cause of action by any

unsuccessful participant against the City of Nashua.

The City of Nashua assumes no liability for the payment of costs and expenses incurred by any bidder in
responding to this request for proposals. All proposals become the sole property of the City of Nashua. This
request for proposals is not a contract and alone shall not be interpreted as such but rather serves as an

instrument through which proposals are solicited.

The successful vendor shall carry and maintain in effect during the performance of services under this
contract:

> General Liability:
$1,000,000 per Occurrence
$2,000,000 Aggregate
City of Nashua Additional Insured

& Motor Vehicle Liability: “Coverage must include all owned, non-owned and hired vehicles.
$1,000,000 Combined Single Limit
City of Nashua Additional Insured

> Workers’ Compensation Coverage according to Statute of the State of New Hampshire:
$100,000 / $500,000 / $100,000

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.

A sample of the City’s contract is provided. Final terms and conditions will be negotiated between the City
and the selected vendor prior to the time of award.

The City of Nashua reserves the right to discontinue the selection process at any time. All contracts and
awards are subject to funding approval. There will be no reimbursement to any candidate if selection is

terminated.

Pursuant to NRO 5-78(F), the purchasing manager shall not solicit a proposal from a contractor who is in
default on the payment of taxes, licenses or other monies due the city. Therefore, this proposal request is

void as to anyone who is in default on said payments.

Questions or coordination of site visits relating to this request may be directed to Sally Hyland, Recycling

Coordinator, via email at hviands@nashuanh.gov .

Respectfully,
, 4

ban Kooken
Purchasing Manager
City of Nashua

kookend@nashuanh.gov

REQUEST FOR PROPOSALS RFP1058-022616

TABLE of CONTENTS

INSTRUCTIONS

ok

DEFINITIONS

»

3. TERM OF AGREEMENT
4. BASIS OF AWARD

5. SCOPE OF SERVICES

5.a. Operation

5.6. Transportation

5.c. Equipment

5.d. Processing Facility

5.e. Marketing Materials

5.F. Reporting Requirements
5.7.1. Scale Weights
5.f.2. Records and Reports

6. RECORDS and ACCESS

7. FEES and PAYMENTS and REVENUE SHARING
8. CITY of NASHUA CONTRACT

9. CONTACT

REQUIRED FORMS:
ATTACHMENTS A and B