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To:

From:

Re:

B. Motion:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: April 26.2018

Jeff Lafleur, Superintendent
Solid Waste Department

Electronic Waste Recycling contract with Universal Recycling Technologies,
LLC

To approve a three year contract between the City of Nashua and Universal
Recycling Technologies, LLC for the processing and disposal of electronic waste
from the Nashua Recycling Center at an annual cost not to exceed $75,000,
pending approval of the FY19 operating budget. The term of this contract will be
July 1, 2018 through June 30, 2021. Funding will be through: Department: 168
Solid Waste; Fund: Solid Waste; Account Classification: 55 Other Contracted
Services.

The Solid Waste Department went out to bid for the Electronic Waste recycling at
the Four Hills Landfill. Five vendors submitted bids. After review of bids by the
Solid Waste Superintendent and the Recycling Coordinator, it was determined
that Universal Recycling Technologies, LLC will be awarded the contract. They
were the lowest bid based on current recycling levels. This contract is for three
years renewable annually subject to budget appropriations. The duration of this
contract will be from July 1, 2018 through June 30, 2021.

The Solid Waste Superintendent and the Recycling Coordinator recommend
awarding Universal Recycling Technologies, LLC the contract for these services.

Complete Recycling
Solutians

ERI North Coast Serv. LLC RMG Enterprise Universal Recycling Tech.

$130,683.91

tain

$139,844.94 $98,899,220 $94,167.80 | $67,427.55,

CONTRACT FOR INDEPENDENT CONTRACTOR

UNIVERSAL WASTES (ELECTRONICS / FLUORESCENTS) RECYCLING
PROGRAM

RFP1058-022618

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, CITY HALL, NASHUA, NH 03060
AND

UNIVERSAL RECYCLING TECHNOLOGIES, LLC
and its successors, transferees and assignees (together “Independent Contractor”)
NAME AND TITLE OF INDEPENDENT CONTRACTOR

61 INDUSTRIAL PARK DRIVE PORTSMOUTH, NH 03801
ADDRESS OF INDEPENDENT CONTRACTOR

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time
to time requires the services of an Independent Contractor ; and

WHEREAS, it is deemed that the services of an Independent Contractor herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Independent Contractor 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 following exhibits are by this reference incorporated herein and
are made part of this contract:

Exhibit A--General Conditions for Contracts
ATTACHMENTS: Submitted February 26, 2018
ATTACHMENT A: PROPOSAL SUMMARY

ATTACHMENT B: PROPOSAL COSTS
ATTACHMENT C: REFERENCES

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.

AG 1of3

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.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Independent Contractor
shall furnish all services, equipment, and materials and shall perform all operations necessary and
required to carry out and perform in accordance with the terms and conditions of the contract the work
described.

3. PERIOD OF PERFORMANCE. Independent Contractor shall perform and complete all work within the
time periods set forth and 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. Independent Contractor
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 will be for three (3) years with first year commencing on or about July 1, 2018
and terminating on June 30, 2021. Each year is subject to annual budget appropriations and at the City
of Nashua's sole discretion, A separate/amended purchase order shall be issued for each year of the
contract.

4. COMPENSATION. Independent Contractor agrees to perform the work for a total cost not to exceed
SEVENTY-FIVE THOUSAND ($75,000.00) annually for each year of the contract and in accordance
with ATTACHMENT B: PROPOSAL COSTS.

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

Unless Independent Contractor has received a written exemption from the City of Nashua, Independent
Contractor 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
Independent Contractor’s right to payment as the City of Nashua may reasonably require. Independent
Contractor shall submit monthly requests for payment for services performed under this agreement
directly to:

> Electronically via email to VendorAPInvoices@NashuaNH.gov
OR
> Paper Copies via US Mail to:
City of Nashua, City Hall
Accounts Payabie
229 Main Street
Nashua, NH 03060
Please_do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua requires
that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

AG 2 of 3

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 Independent
Contractor 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.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract
shall be in writing, shall 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: REPRESENTATIVE:

Jeff Lafleur, Superintendent

City of Nashua, Solid Waste Department
840 West Hollis St

Nashua, NH 03062

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 Independent Contractor may change the address or representative by giving written
notice to the other party.

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) (signature)

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

Date Date

AG 3 of 3

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

INDEPENDENT CONTRACTOR STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK

CITY OF NASHUA COOPERATION

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

TERMINATION OF CONTRACT

DISPUTE RESOLUTION

NO DAMAGES FOR DELAY

INSURANCE

INDEMNIFICATION

FISCAL CONTINGENCY

COMPENSATION

COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION

ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING
CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAITVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT

CHOICE OF LAW AND VENUE

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hs

General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Independent Contractor”, and its
successors, transferees and assignees (together “Independent Contractor”) includes any of the
Independent Contractor's consultants, sub consultants, contractors, and subcontractors

INDEPENDENT CONTRACTOR STATUS The parties agree that Independent Contractor 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 subcontractors. The
only contractual relationship created by this contract is between the City of Nashua and
Independent Contractor, and nothing in this contract shall create any contractual relationship
between the City of Nashua and Independent Contractor's consultants, sub consultants,
contractors, or subcontractors, The parties also agree that Independent Contractor 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 Independent Contractor 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.

STANDARD OF CARE Independent Contractor shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Independent Contractor warrants that all work shall be performed with the degree of
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. It shall be the duty
of Independent Contractor 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,
Independent Contractor 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 Independent Contractor's failure to perform in accordance with
this standard of care. Any approval by the City of Nashua of any products or services furnished
or used by Independent Contractor shall not in any way relieve Independent Contractor 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 Independent Contractor'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 Independent Contractor shall be and remain liable in accordance with the
terms of the contract and applicable law.

Independent Contractor shall furnish competent and skilled personnel to perform the work under
this contract. The City of Nashua reserves the right to approve key personnel assigned by
Independent Contractor to perform work under this contract. Approved key personnel shall not
be taken off of the project by Independent Contractor without the prior written approval of the
City of Nashua, except in the event of termination of employment. Independent Contractor shall,
if requested to do so by the City of Nashua, remove from the job any personnel whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.

GC 2 of 11

4. CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by
Independent Contractor, and any other communication about the contract shall be addressed or be

CRT

delivered to the City of Nashua Representative.

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

When Independent Contractor seeks changes, Independent Contractor shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify the
City of Nashua in writing of the estimate. 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 Independent Contractor should proceed with any or all of the proposed change.

Except as provided in this paragraph, Independent Contractor shall implement no change unless
the City of Nashua in writing approves the change. Unless otherwise agreed to in writing, the
provisions of this contract shall apply to all changes. The City of Nashua may provide verbal
approval of a change when the City of Nashua, in its sole discretion, determines that time is
critical or public health and safety are of concern. Any verbal approval shall be confirmed in
writing as soon as practicable. Any change undertaken without prior City of Nashua approval
shall not be compensated and is, at the City of Nashua's election, sufficient reason for contract
termination.

6. CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate
with Independent Contractor in the performance of its work under this contract and that such
personnel will be available to Independent Contractor for consultation at reasonable times and
after being given sufficient advance notice that will prevent conflict with their other
responsibilities. The City of Nashua also agrees to provide Independent Contractor with access to
City of Nashua records in a reasonable time and manner and to schedule items that require action
by the Board of Public Works and Finance Committee in a timely manner. The City of Nashua
and Independent Contractor also agree to attend all meetings called by the City of Nashua or
Independent Contractor to discuss the work under the Contract, and that Independent Contractor
may elect to conduct and record such meetings and shall later distribute prepared minutes of the
meeting to the City of Nashua.

7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Independent Contractor 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
Independent Contractor. All future questions Independent Contractor 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 Independent Contractor's question or position. The City of Nashua representative shall render

GC 3 of 11

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
Independent Contractor prior to having received the City of Nashua's resolution shall be at
Independent Contractor's risk and expense. At all times, Independent Contractor 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. Independent Contractor is
responsible for requesting clarification or interpretation and is solely liable for any cost or
expense arising from its failure to do so.

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 Independent Contractor 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 part of the project and contract.

Upon receipt of notice of termination, abandonment, or suspension at will, Independent
Contractor shall:

Immediately discontinue work on the date and to the extent specified in the notice.
Place no further orders or subcontracts 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.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of Nashua of all orders or subcontracts 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 subcontracts specified in the notice, and
revoke agreements specified in the notice.

4. 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.

NR

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

Upon receipt of notice of termination for cause, Independent Contractor 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.

GC 4 of 11

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, Independent Contractor shall receive all amounts due and
not previously paid to Independent Contractor 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 Independent Contractor's failure. Independent Contractor 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 Independent Contractor until such time as the exact
amount of damages due to the City of Nashua is determined. All claims for payment by the
Independent Contractor 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 Independent Coniractor 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 Independent Contractor 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 Independent Contractor such that Independent Contractor
receives total compensation in the same amount as it would have received in the event of a
termination-at-will.

C. 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. In the event Independent Contractor shall cease conducting business, the City of
Nashua shall have the right to solicit applications for employment from any employee of the
Independent Contractor 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 Independent Contractor's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
independent Coniractor's controi.

DISPUTE RESOLUTION The parties shal! 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 Independent Contractor
Representative. At all times, Independent Contractor 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

GC 5 of 11

CITY OF NASHUA, NEW HAMPSHIRE

Detail Schedule of Expenditures and Other Financing Uses

General Goverment
Mayor
Board of Aldermen
Legal
Admmustrative services
City Clerk
Energy Management
Civic and Community activities
Human resources
Insurance - Benefits
Telecommunications
Information technology
Financaal services
Risk Management
Building mamtenance
Purchas mg
Assessors
Hs
Cemetenes
Parking Enforcement
Parking Operations
Contmyencies
Capital

Total General Government
Police
Fire
Water fire protection
Education

Public Works
PW Division and Engmeermg
Street department
Street hghting
Parking lots
Solid waste

Total Public Works

Health and Human Services
Community services
Community health
Environmental health
Welfare admumstravion
Welfare costs

Total Heath and Human Services

Culture and Recreation

Arlington Street Community Center

Hunt budding
Parks and recreation
Public libranes

Total Culture and Recreation
Community Development
Communications
Hydroelectnc

Debt Service
Principat
Interest and cost

Total Debt Service
Intergovermmental
Transfers om

Total

Budget and Actual - General Fund

For the Year Ended June 30, 2021

Vanance
Onginal Final Adjusted Wah
Budget Buduet Actual Final Budget
497,862 $ 483,287 § 482,870 $ 47
240,442 233,797 230,211 3,586
696,270 763,571 728,001 35,570
291 748 284,279 783,260 1.010
642,657 610,730 338,472 72258
101,706 G41) 110,362 49
829,844 854,844 853,355 1,489
850,806 815,695 794,217 21,478
35,000 85,000 - 85,000
145,820 145,820 130,436 25,384
2,996,879 2,944,346 2,905,240 39,106
2,330,675 2,269,702 2,259,649 10,053
4,050,000 4,050,000 4.050.000 -
746,334 728,200 725,637 2563
334,410 346573 346.487 86
823,374 793,865 708,853 $5,012
215,656 714,615 305,292 9,323
851,662 817,76 775,701 42,060
317,435 296,102 211,322 84,780
399, 101 379,397 378,615 782
2,969,709 569,909 564,709 $,200
1,825,556 2710556 2,500,000 210.556
22.42.9356 20,508,460 19,772,698 735,762
33,134,789 33,595,657 33,507,696 87,96r
26,381,070 27,210,181 27,049,600 160,581
3,200,000 3,200,000 3,172,523 27,477
133,626,160 157,482,380 157,276,238 206, 142
1,677,266 1,663,899 1,610,932 $2,967
7,814,884 7,727,926 7,411,103 316,823
525,000 325,000 428,559 96,44]
5,748,376 5,748,376 5,748,376 -
15,765,526 15,665,201 15.198.970 466,231
364,518 368,832 325,632 43,200
614.202 610,564 579,657 30,907
350,652 325,061 514,875 10,786
468,568 458,908 456,008 2,880
540,500 540,500 359,279 181,221
2,538,840 2,504,465 2,235,471 368 904
82,939 81,107 81,027 30
34,232 36,105 30,091 14
3,630,067 3,627,967 3,476,932 131,035
3,594,936 3,478,948 3,443,444 35,504
7,339,174 7,218,127 7,031,494 186,633
3,310,371 3,332,394 3.129.161 103,233
569,776 $67,193 $83,155 14,038
455,220 455,220 434,240 20,980
12,064,500 12,064,500 12,064,500 -
4,739,740 4,759,740 4,517,383 222,357
16,804,240 16,804,240 16,581,883 227, 357
$1,993,150 11,993,150 11,993, 550 Ca
1,165,770 1,240,770 1,240,770 -
304,027,022 $ 301,677,438 $ 299,177,049 $ 2,500,389

18]