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

11. INSURANCE. Professional Engineer 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;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
$1,000,000 Profession Liability;
and Workers' Compensation Coverage in compliance with the State of New Hampshire statutes,
$100,000/$500,000/$ 100,000.

Vv

Professional Engineer 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 Professional Engineer are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Professional Engineer under this contract. The City of
Nashua shall not maintain any insurance on behalf of Professional Engineer. Subcontractors are subject to
the same insurance requirements as Professional Engineer and it shall be the Professional Engineer’s
responsibility to ensure compliance of this requirement.

Professional Engineer 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 calendar days after the
City issues the notice of award. The City of Nashua 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 and Auto Liability policies must name the City of Nashua as an additional insured and
reflect on the certificate of insurance. Professional Engineer 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,
Professional Engineer 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 Professional Engineer of its responsibilities
or limit the amount of its liability to the City or other persons, and Professional Engineer 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.

= Professional Engineer 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 Professional Engineer or
anyone employed, directed, or supervised by Professional Engineer.

12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
agrees to indemnify and-shal-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 Professional Engineer or of anyone acting under its direction or control or on its behalf in connection
with or incidental to the performance of this contract. Professional Engineer’s indemnity, defense and

GC 7 of 12

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

13. FISCAL CONTINGENCY. All payments under this contract are contingent upon the availability to
the City of the necessary funds. This contract shall terminate and the City's obligations under it shall be
extinguished at the end of any fiscal year in which the City 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 Professional Engineer with a right of payment over
any other entity. Any funds obligated by the City under this contract that are not paid to Professional
Engineer shall automatically revert to the City’s discretionary control upon the completion, termination,
or cancellation of the agreement. The City shall not have any obligation to re-award or to provide, in any
manner, the unexpended funds to Professional Engineer. Professional Engineer shall have no claim of any
sort to the unexpended funds.

14. COMPENSATION. Review by the City of Professional Engineer's submitted monthly invoice
forms and progress reports for payment will be promptly accomplished by the City. If there is insufficient
information, the City may require Professional Engineer to submit additional information. Unless the
City, in its sole discretion, decides otherwise, the City shall pay Professional Engineer in full within 30
days of approval of the submitted monthly invoice forms and progress reports.

15. COMPLIANCE WITH APPLICABLE LAWS. Professional Engineer, 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. Professional Engineer 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 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.

16. NONDISCRIMINATION. If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Professional Engineer agrees to the following terms. Professional
Engineer will not discriminate against any employee or applicant for employment because of physical or
mental handicap in regard to any position for which the employee or applicant for employment is
qualified. Professional Engineer agrees to take affirmative action to employ, advance in employment, or
to otherwise treat qualified, handicapped individuals without discrimination based upon physical or
mental handicap in all employment practices, including but not limited to the following: employment,
upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rates of pay, or other forms of
compensation and selection for training, including apprenticeship.

Without limitation of the foregoing, Professional Engineer's attention is directed to 41 C.F.R. § 60-1.4,
and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated into this contract,
to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action Obligations of Professional
Engineers and Subcontractor for Disabled Veterans and Veterans of the Vietnam Era," which, by
reference, is incorporated in this contract, and to 41 C.F.R. § 60-471 and the clause entitled "Affirmative
Action Obligations of Professional Engineers and Subcontractors for Handicapped Workers," which, by
this reference, is incorporated in this contract.

Professional Engineer agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub consultants to
participate to the extent possible, consistent with their qualification, quality of work, and obligation of
Professional Engineer under this contract.

GC 8 of 12

In connection with the performance of work under this contract, Professional Engineer agrees not to
discriminate against any employee or applicant for employment because of race, creed, color, national
origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship.

Professional Engineer agrees, if applicable, to insert these provisions in all subcontracts, except for
subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Professional Engineer shall constitute a material breach of the contract.

17. FEDERAL SUBCONTRACTING REQUIREMENTS. If Professional Engineer awards a subcontract
under this contract, Professional Engineer, if applicable, shall use the following alternative steps:

A. Using the services of the Small Business Administration and the Minority
Business Development Agency of the United States Department of Commerce,
as appropriate; and

B. Requiring the subcontractor, if it awards subcontracts, to take the affirmative
steps set forth in paragraph A.

If applicable, Professional Engineer agrees to complete and submit to the City a Minority Business
Enterprise/‘Woman Business Enterprise (MBE/WBE) Utilization Report (Standard Form 334) within 30
days after the end of each fiscal quarter until the end of the contract.

18. ENDORSEMENT. Professional Engineer shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared by
Professional Engineer or under its direction as required under the laws of the State of New Hampshire.

19, ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Professional Engineer shall
not assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract without
the prior written consent of the City. Any such assignment, transfer, delegation, or subcontracting
without the prior written consent of the City is void. Any consent of the City 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.

20. CITY INSPECTION OF CONTRACT MATERIALS. The books, records, documents and accounting
procedures and practices of Professional Engineer related to this contract shall be subject to inspection,
examination and audit by the City, including, but not limited to, the contracting agency, the Board of
Public Works, Corporation Counsel, and, if applicable, the Comptroller General of the United States, or
any authorized representative of those entities.

21. DISPOSITION OF CONTRACT MATERIALS. Any books, reports, studies, photographs, negatives
or other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional Engineer in
the performance of its obligations under this contract shall be the exclusive property of the City and all
such materials shall be remitted and delivered, at Professional Engineer's expense, by Professional
Engineer to the City upon completion, termination, or cancellation of this contract. Alternatively, if the
City provides its written approval to Professional Engineer, any books, reports, studies, photographs,
negatives or other documents, data, drawings or other materials including but not limited to those
contained in media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional

GC 9 of 12

Engineer in the performance of its obligations under this contract must be retained by Professional
Engineer for a minimum of four years after final payment is made and all other pending matters are
closed. If, at any time during the retention period, the City, in writing, requests any or all of the materials,
then Professional Engineer shall promptly remit and deliver the materials, at Professional Engineer's
expense, to the City. Professional Engineer shall not use, willingly allow or cause to have such materials
used for any purpose other than the performance of Professional Engineer's obligations under this contract
without the prior written consent of the City.

22, PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Professional Engineer expressly agrees
that all documents ever submitted, filed, or deposited with the City by Professional Engineer (including
those remitted to the City by Professional Engineer pursuant to paragraph 21), unless designated as
confidential by a specific statue of the State of New Hampshire, shall be treated as public records and
shall be available for inspection and copying by any person, or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other materials
including but not limited to those contained in media of any sort (e.g., electronic, magnetic, digital)
prepared by or supplied to Professional Engineer in the performance of its obligations under this contract
shall be the subject of any application for a copyright or patent by or on behalf of Professional Engineer.
The City shall have the right to reproduce any such materials.

Professional Engineer expressly and indefinitely waives all of its rights to bring, including but not limited
to, by way of complaint, interpleader, intervention, or any third party practice, any claims, demands, suits,
actions, judgments, or executions, for damages or any other relief, in any administrative or judicial forum,
against the City or any of its officers or employees, in either their official or individual capacity, for
violations of or infringement of the copyright or patent laws of the United States or of any other nation.
Professional Engineer agrees to indemnify, to defend, and to hold harmless the City, its representatives,
and employees from any claim or action seeking to impose liability, costs, and attorney fees incurred as a
result of or in connection with any claim, whether rightful or otherwise, that any material prepared by or
supplied to Professional Engineer infringes any copyright or that any equipment, material, or process (or
any part thereof) specified by Professional Engineer infringes any patent.

Professional Engineer shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain the necessary
licenses to use the infringing materials, concepts, products, or processes, provided that such substituted or
modified materials, concepts, products, or processes shall meet all the requirements and be subject to all
the terms and conditions of this contract.

23. FINAL ACCEPTANCE. Upon completion of all work under the contract, Professional Engineer
shall notify the City in writing of the date of the completion of the work and request confirmation of the
completion from the City. Upon receipt of the notice, the City shall confirm to Professional Engineer in
writing that the whole of the work was completed on the date indicated in the notice or provide
Professional Engineer with a written list of work not completed. With respect to work listed by the City
as incomplete, Professional Engineer shall promptly complete the work and the final acceptance
procedure shall be repeated. The date of final acceptance of a project by the City shall be the date upon
which the Board of Public Works or other designated official accepts and approves the notice of
completion.

24, TAXES. Professional Engineer shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll deductions
required by law. The contract sum and agreed variations to it shall include all taxes imposed by law.
Professional Engineer hereby indemnifies and holds harmless the City from any liability on account of
any and all such taxes, levies, duties, assessments, and deductions.

GC 10 of 12

25. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this contract
shall be considered waived by the City. 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
in a written waiver.

26. 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.

27, PROHIBITED INTERESTS. Professional Engineer shall not allow any officer or employee of the
City to have any indirect or direct interest in this contract or the proceeds of this contract. Professional
Engineer warrants that no officer or employee of the City has any direct or indirect interest, whether
contractual, noncontractual, financial or otherwise, in this contract or in the business of Professional
Engineer. If any such interest comes to the attention of Professional Engineer at any time, a full and
complete disclosure of the interest shall be immediately made in writing to the City. Professional
Engineer also warrants that it presently has no interest and that it will not acquire any interest, direct or
indirect, which would conflict in any manner or degree with the performance of services required to be
performed under this contract. Professional Engineer further warrants that no person having such an
interest shall be employed in the performance of this contract. If City determines that a conflict exists and
was not disclosed to the City, it may terminate the contract at will or for cause in accordance with
paragraph 8.

In the event Professional Engineer (or any of its officers, partners, principals, or employees acting with its
authority) is convicted of a crime involving a public official arising out or in connection with the
procurement of work to be done or payments to be made under this contract, City may terminate the
contract at will or for cause in accordance with paragraph 8. Upon termination, Professional Engineer
shall refund to the City any profits realized under this contract, and Professional Engineer shall be liable
to the City for any costs incurred by the City in completing the work described in this contract. At the
discretion of the City, these sanctions shall also be applicable to any such conviction obtained after the
expiration or completion of the contract.

Professional Engineer warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Professional Engineer to any officer or employee of the City with a view toward
securing a contract or securing favorable treatment with respect to the awarding or amending or making
of any determinations with respect to the performance of this contract. If City determines that such
gratuities were or offered or given, it may terminate the contract at will or for cause in accordance with
paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a waiver of any
other rights or remedies available to the City under this contract or at law.

28, THIRD PARTY INTERESTS AND LIABILITIES. The City and Professional Engineer, including
any of their respective agents or employees, shall not be liable to third parties for any act or omission of
the other party. This contract is not intended to create any rights, powers, or interest in any third party
and this agreement is entered into for the exclusive benefit of the City and Professional Engineer.

29. 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.

30. 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

GC 11 of 12

may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying the invalidity or
unenforceability.

31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the entire
contract between the City and Professional Engineer. The parties shall not be bound by or be liable for
any statement, representation, promise, inducement, or understanding of any kind or nature not set forth
in this contract. No changes, amendments, or modifications of any terms or conditions of the contract
shall be valid unless reduced to writing and signed by both parties.

32. CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by the laws of the
State of New Hampshire and any litigation shall be brought in a court located in the State of New
Hampshire.

GC 12 of 12

THE CITY OF NASHUA “The Gate City’

oy > = Financial Services
_ Purchasing Department

February 25, 2016
Memo #16-111

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: BIOSOLIDS DISPOSAL CONTRACT (VALUE: $1,215,000)
DEPARTMENT: 169 WASTEWATER; FUND: WASTEWATER
ACCOUNT CLASSIFICATION: 54 PROPERTY SERVICES

Please see the attached communication from David Simmons, Wastewater Department Superintendent
dated February 29, 2016 for the information related to this purchase.

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 Wastewater Plant Engineer, Board of Public Works (February 29, 2016) and the Purchasing
Department recommend the award of this three (3) year contract in the amount of $1,212,030 to Casella
Organics of Concord, NH.

Purchasing Manager

Cc: D Simmons L Fauteux

229 Main Street e Nashua, New Hampshire 03061 © Phone (603) 589-3330 e Fax (603) 589-3344

To:

From:

Re:

F. Motion:

Attachments:

Discussion:

City of Nashua, Public Works Division
Board of Public Works Meeting Date: February 29, 2016

David A. Simmons, Superintendent
Wastewater Treatment Facility

Long Term Management of Wastewater Biosolids

To approve the award of the three year contract for the Long-Term Management of
Wastewater Biosolids to Casella Organics of Concord, NH, in the amount of $1,212,030.
Funding will be through: Department: 169 Wastewater; Fund: Wastewater; Account
Classification: 54 Property Services.

Long Term Management of Wastewater Biosolids Bid Comparison

The wastewater facility operates an anaerobic digester, which digests both primary and
secondary sludge. The biosolids that are generated are designated Class B Biosolids after
anaerobic digestion. The facility requires a service provider to remove the dewatered sludge
cake from the premises. This removal is required to be in an environmentally sound manner
and be in accordance with all applicable federal, state and local laws, rules and regulations.

Requests for Proposals (RFP) were solicited from several firms on January 5, 2016 and the
offering was posted on the City’s website under reference document RFP1088-020416.

_ There was a mandatory pre-bid meeting held on January 19, 2016 with four vendors in

attendance. Pricing was requested for a three-year period on a per wet ton basis. Additional
pricing for removal of biosolids was requested for three additional one-year extensions and
for emergency removal of non-Class B biosolids.

Bids were received from two contractors as follows:
Casella Organics Concord,NH $40.90/wet ton
Resource Management, Inc. Holderness, NH $42.00/wet ton

The NWTF processes approximately 8,900 wet tons of biosolids using the newly installaed
sludge dewater equipment. It was stated in the RFP that the initial contract award shall be
awarded based on unit price per wet tons of biosolids for the three calendar years. This
results in a bid amount of $1,092,030 from Casella Organics versus a bid total of $1,121,400
from Resource Management, Inc. for three years.

In addition, it was determined that per industry standards, the use of diesel fuel surcharge
price adjustment was appropriate to protect the City from higher bid prices due to
uncertainties of future costs of diesel fuel, especially for long-term contracts. An additional
$20,000 allowance is added to contract amount to cover this cost. Also, there needs to be an
allowance to account for process upsets in which the dewatered sludge does not meet Class B
biosolids standards and the plant must pay the service provided extra costs to haul off non
Class B biosolids. An additional $100,000 is included for these situations.

References for Casella Organics have been checked and found to be satisfactory. Based upon
the submitted bids, we recommend awarding this three year contract to the low bidder,
Casella Organics of Concord, NH in the amount on $1,212,030.

Revised BID SUMMARY SHEET — Addendum 2
RFP1088-020416

PROJECT PRICING

1.

Pricing for three calendar years, per wet ton to pick up, transport

and dispose of the City of Nashua's biosolids (including

container). Amount to be invoiced and paid on a monthly basis.

Optional services:

2.

w

Ay

5.

NOTE: Class B biosolids costs include management, transport and disposal costs. Non-Class B disposat costs include management and transportation costs ona

Pricing for fourth calendar year per wel (on to pick up, transport
and dispose of the City of Nashua’s biosolids (including

container). Amount to be invoiced and paid an a monthly basis.

Pricing for fifth calendar year per wet ton to pick up, transport
and dispose of the Cily of Nashua's biosolids (including

confainer), Amount to be invoiced and paid on a monthly basis.

Pricing for sixth calendar year per wet ton to pick up, transport
and dispose of the City of Nashua's biosolids (including

container). Amount to be invoiced and paid on a monthly basis.

Allowance for fuef cost adjustments

Normal Transport
Class B Biosolids

$s 40.90 per wet ton

& 41.72 pecwet ton

55
$s 42.55 per wel ton

§ 43.40 per wei ton

$20,000 over duration of contract

combined hourly basis (does not include additional disposal costs to dispose at a site).

Comments, Exceptions, Additional Pricing Information:

Hourly Transport Casts
of Non Class B

Biosolids Onl

g_120.00 per hr

g_ 122.40 vorne

, 124.85 on,

$ 127,36 pec hr

Please see proposal for alternate proposal for transportation and disposal of non-Clas

Senge PENSE AP IGERLACER es of ME, Inc, d/b/a Casella Organics

Phone:

E-mail:

110 Main Street, Suite 1308, Saco, ME 04072

1-800-933-6474

Patrick .Ellis@casella.com

Kien bia A Lily Vf d

‘Authorized Signat
Michael R. Fiodge, Vide Brbside

(Printed Name and Title)

Fax 603-228-2010

Oz ef | 1h

(Date)

RFP1088-020416 MANAGEMENT OF WASTEWATER BIOSOLIDS ADDENDUM 2

SB Biosolids, and formula for tuer cost adjustments above $3.00 per gallon

Page.1 of 4

Estimate Yearly Costs based on Casella's Bid

Item Quantity Unit Cost Total Cost/yr Cost for 3 Yrs

1. Sludge Hauling 8900 40.9 $364,010 $1,092,030
2. $20,000 for fuel adjustments i 20000 $6,667 $20,000
3. Non Class B Transport 1 100000 $33,333 $100,000

Total Costs $1,212,030