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13.

14.

15.

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Independent Contractor 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 Independent
Contractor or anyone employed, directed, or supervised by Independent Contractor

. INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent

Contractor 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, 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 Independent Contractor or
of anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Independent Contractor’s indemnity, defense and 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.

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 Independent Contractor 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 Independent Contractor 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 Independent Contractor. Independent Contractor shall have no claim of any
sort to the unexpended funds.

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

COMPLIANCE WITH APPLICABLE LAWS Independent Contractor, 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. Independent
Contractor shali, 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.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Independent Contractor agrees to the following terms. Independent
Contractor 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. Independent Contractor agrees to take affirmative action to employ,
advance in employment, or to otherwise treat qualified, handicapped individuals without

GC 7 of 11

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18.

19.

20.

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, Independent Contractor's attention is directed to Title
A\Public Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to
Public Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal
Employment, Department of Labor” which, by this reference, is incorporated in this contract.

Independent Contractor 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 Independent Contractor under this contract.

In connection with the performance of work under this contract, Independent Contractor 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.

Independent Contractor 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 Independent Contractor shall constitute a material breach of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor 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.

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

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 Independent
Contractor in the performance of its obligations under this contract shall be the exclusive property
of the City of Nashua and all such materials shall be remitted and delivered, at Independent

GC 8 of 11

21.

22,

Contractor's expense, by Independent Contractor to the City of Nashua upon completion,
termination, or cancellation of this contract. Alternatively, if the City of Nashua provides its
written approval to Independent Contractor, 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 Independent
Contractor in the performance of its obligations under this contract must be retained by
Independent Contractor 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 of Nashua, in
writing, requests any or all of the materials, then Independent Contractor shall promptly remit and
deliver the materials, at Independent Contractor's expense, to the City of Nashua. Independent
Contractor shall not use, willingly allow or cause to have such materials used for any purpose
other than the performance of Independent Contractor's obligations under this contract without
the prior written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Independent
Contractor (including those remitted to the City of Nashua by Independent Contractor pursuant to
paragraph 20), 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 Independent Contractor 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 Independent Contractor. The City of Nashua shall have the right to reproduce any
such materials.

Independent Contractor 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 of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Independent
Contractor agrees to indemnify, to defend, and to hold harmless the City of Nashua, 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 Independent Contractor infringes any
copyright or that any equipment, material, or process (or any part thereof) specified by
Independent Contractor infringes any patent.

Independent Contractor 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.

FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a written
list of work not completed. With respect to work listed by the City of Nashua as incomplete,

GC 9 of 11

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24.

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26.

Independent Contractor shall promptly complete the work and the final acceptance procedure
shall be repeated. The date of final acceptance of a project by the City of Nashua shall be the date
upon which the Board of Public Works or other designated official accepts and approves the
notice of completion.

TAXES Independent Contractor 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. Independent Contractor 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.

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.

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.

PROHIBITED INTERESTS Independent Contractor 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. Independent Contractor 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 Independent Contractor. If any such interest comes to the attention
of Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor 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. Independent Contractor further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict
exists and was not disclosed to the City of Nashua, it may terminate the contract at will or for
cause in accordance with paragraph 8.

In the event Independent Contractor (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 of Nashua may terminate the contract at will or for cause in accordance with paragraph 8.
Upon termination, Independent Contractor shall refund to the City of Nashua any profits realized
under this contract, and Independent Contractor shall be liable to the City of Nashua for any costs
incurred by the City of Nashua in completing the work described in this contract. At the
discretion of the City of Nashua, these sanctions shall also be applicable to any such conviction
obtained after the expiration or completion of the contract.

Independent Contractor warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Independent Contractor 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. If City of Nashua determines that such gratuities were or offered or given, it may
terminate the contract at will or for cause in accordance with paragraph 8.

GC 10 of 11

28.

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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 of Nashua under this contract or at law.

. THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Independent Contractor,

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 Independent Contractor.

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.

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.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Independent Contractor. 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.

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.

GC 11 of 11

Detail and Combining Budget
and Actual Schedules

178

EXHIBIT B

CITY OF NASHUA DIVISION OF PUBLIC WORKS SOLID WASTE DEPARTMENT

REQUEST FOR PROPOSALS
SINGLE STREAM RECYCLABLE MATERIALS PROCESSING
RFP1088-022318

TABLE of CONTENTS

I. SCOPE OF SERVICES ooo. ccccceccsccsseesescnsesesssucssnecuseseesacssuscnseceseusensvscevessees Pages 3-5

Operations

Transportation

Equipment

Processing Factlity
Marketing Materials

* Reporting Requirements

1. F.1 Scale Weights

1, F.2 Records and Reports

7M OW >

l.
I,
I.
1.
I.
I.

2. INSTRUCTIONS FOR PROPOSAL SUBMITTALS thecetees tenner ererersnneeereene PHBE G

REQUIRED SUBMISSION FORMS:

ATTACHMENT A PROPOSAL SUMMARY
ATTACHMENT B PROPOSAL COSTS
ATTACHMENT C VENDOR REFERENCES
3. BASIS OF AWARD vocsescccscssesesesessssssssteaesscnsnecsecssecavsussussucseyseateauecanevensane Page 7
4. RECORDS and ACCESS 0... ccsesssssssesceessceressccesscansssssearesenperenararsavassensse Page 7
3. FRES and PAYMENTS and REVENUE SHARING............. Page 7
Page | of 7

REP 1058-0223 18
Singie Sircam Recyclable Material Precessing

CITY OF NASHUA DIVISION OF PUBLIC WORKS SGLID WASTE DEPARTMENT
" REQUEST FOR PROPOSALS
SINGLE STREAM RECYCLABLE MATERIALS PROCESSING
REP1058-022318

SCOPE OF SERVICES

The successful BIDDER 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 eny residue; the
maintenance of records and provision of decuments and reports to the City; and the care and
maintenance of equipment furmished for this program and any other associated items. Upon acceptance
of recyclables, the successful BIDDER shall be responsible for all handling of said materials.

LA Operations

The successful BIDDER must accept all recyclables that are delivered during the term of its contract
The BIDDER shall provide to the City a list of materials and grades currently accepted at the BIDDER
facility, and any minimum quality specifications, including allowable contamination limits. The
BIDDER shall also provide a description of unacceplable 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 successful BIDDER.

The Nashua Recycling Center's current list of acceptable and unacceptable materials is listed below
and should be included in the Bidder*s proposal.

Acceptable Materials:

Newspapers

Magazines

Catalogs & Junk Mail

Coupons & Envelopes

Office paper/shredded paper

Soft Covered Books & Telephone Books

Corrugated Cardboard

Brown Grocery Bags

Boxboard -- cereal and shoe boxes

Milk and Juice cartons

Plastic Bottles/containers with a Recycling Cade #1-7
Exsmiple: water bottles, laundry detergent, m#k jugs, shampoo bottles, margarine & yogurt containers

Aluminum (pie plates/ trays/ foil)

Metal Cans (Tin/steel/aluminum)

Glass bottles & jars

Page 2 of 7
RFPIOS8-0223 18
Single Stream Recyclabic Material Processing

CITY OF NASHUA DIVISION OF PUBLIC WORKS SOLID WASTE DEPARTMENT

REQUEST FGR PROPOSALS
SINGLE STREAM RECYCLABLE MATERIALS PROCESSING
REP1038-0223 18

SCOPE OF SERVICES (Con’t)
Unacceptable Materials:

Paper soiled with grease, paint etc.

Wax coated paper or cardboard

Paper cups

Tissues, napkins or paper towels

Paper packaging with layers of plastic foil
Hard covered books (remove covers then recycle)
SHARPS or medical waste

Eleciranics or batteries

Plastic bags or film plastics

Pots, pans bow!|s, utensils or other cookware
Ceramic plates or cups

Containers that held a toxic substance

Light bulbs, window glass or mirrors

Plastic utensils

Styrofoam

Appliances

Toys or clothing

Current annual quantities are in the range of 5000 — 3500 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 will actually be provided by the City.

During the term of the Contract, between the successful BIDDER and the City, or any extension
thereof, the City 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 lo by the successful BIDDER and the City.

Materials shall be transported from the Nashua Recycling Center by the successful BIDDER’s staff or
contractor and equipment; The City’s 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.

If materials are rejected or downgraded by the successful BIDDER, the City must he notified as to why;
by the neat business day following the day the rejection or downgrade occurred. Digital photographs
of the rejected or downgraded materials shall accompany this notification. The City must be provided
with an opportunity for on-site inspection of materials in question.

Page 3 of 7

RFP 1058-0223 18
Single Stream Recyclable Material Processing

CITY OF NASHUA DIVISIGN OF PUBLIC WORKS SOLID WASTE DEPARTMENT

REQUEST FOR PROPOSALS
SINGLE STREAM RECYCLABLE MATERIALS PROCESSING
REP1058-022318

SCOPE OF SERVICES (Con’t)

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

1B Transportation

The successful BIDDER shall provide transportation of recyclable materials directly from the Nashua
Reeyeling Center to the Materials Recycling Facility, utilizing BIDDER-supplied trucks and drivers
Pickup and hauling of loads of material by the BIDDER 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 shall not be grounds for the cancellation or delay of pickup or
delivery unless both the BIDDER and the City agree that travel should not occur for safely or health
reasons.

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

1.C Equipment

The successful BIDDER shall provide and maintain sufficient equipment, in good working condition,
to enable proper servicing of the contract.

1D Processing Facility

The BIDDER shall provide a description of the processing facility, including the type of equipment
used in “ATTACHMENT A, PROPOSAL SUMMARY. Please indicate the number of years of
operation, capacity, hours of operation and any scheduled shutdowns. A tour of the facility for City
officials will be arranged at a mutually convenient time, if possible within two weeks of submittal of
the Proposal. :

LE Marketing Materials

At the request of the City. the successful BIDDER must be prepared to identify all processing facilities,
secondary haulers, and markets i1 intends to use for recycling the materials on the Proposal Summary
form. This information will be kept confidential upon request. The successful BIDDER must also
minimize the amount of material entering the processing facility that is disposed of as unrecyclable
residue.

Page 4 of 7

REP1OS8-0223 18
Single Stream Recyclable Material Processing