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City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

May 12, 2021
Memo #21-127

TO: Mayor Donchess
Finance Committee

SUBJECT: Brush Grinding in the amount of $54,480 funded from accounts 55699 Other Contracted
Services

Please see attached communications from Jeff Lafleur, Superintendent of Solid Waste, dated April 29, 2021
for project specific details related to this purchase. Below please find a summary of the purchase approval
request:

Item: Brush Grinding
Value: $54,480
Vendor: The Dirt Doctors

Department: 168 Solid Waste
Source Fund: 55699 Other Contracted Services

Ordinance: 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.

A competitive bidding RFP for this project was issued on 3/18/2021 and the following bids were received:

Vendor Location Amount Note
The Dirt Doctors Pembroke NH $54,480
MR Wood Derry NH $58,500

We recommend this bid to be awarded to the lowest total cost vendor who met the RFP specified
requirements.

The Board of Public Works (4/29/21 BPW meeting}, The Division of Public Works: Solid Waste, and
the Purchasing Department respectfully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: J Lafleur
C O'Connor

To:

From:

Re:

D. Motion:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: April 29, 2021

Jeff Lafleur, Superintendent
Solid Waste Department

FY21 Brush Grinding and Composting Services for Landfill

To approve brush grinding at the Four Hills Landfill for FY21 in an amount not-to-
exceed $54,480 to The Dirt Doctors of Pembroke, NH. Funding for this service is
through Department: 168 Solid Waste; Fund: Solid Waste; Account Classification:
55 Other Services.

The Solid Waste Dept went out to bid for brush grinding services in FY21. Out of
ten firms the Solid Waste Department received bids from 2 of them; M-R Wood
Recycling and SiteOne Landscape Supply DBA The Dirt Doctors referred to
hereon as The Dirt Doctors.

The Dirt Doctors bid was for $4,490 per day with a mobilization fee of $600 after
speaking with purchasing it was determined I should call and find out the number
of days included in the bid. They replied 12 days to complete the job. The total
including mobilization is $54,480. Both firms have the experience to handle the
project and excellent references and have done work for the City of Nashua in the
past.

The Solid Waste Department prefers the cost provided by The Dirt Doctors bid and
therefore it is the recommendation of the Solid Waste Superintendent to award the
brush grinding contract to The Dirt Doctors.

FY21 Bid for Brush Grinding

The Dirt Doctors $54,480

M.R. Wood $58,500

CONTRACT FOR INDEPENDENT CONTRACTOR

FY21 BRUSH GRINDING
RFP0050-040721

A CONTRACT BETWEEN

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

SITE ONE LANDSCAPE SUPPLY dba THE DIRT DOCTORS
and its successors, transferees and assignees (together “Independent Contractor”)
NAME AND TITLE OF INDEPENDENT CONTRACTOR

709 KEITH AVE, PEMBROKE, NH 03275
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; and
Exhibit B—Proposal submission dated April 7, 2021

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents which
are not listed in this Article are not part of the Contract.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the written
change order or the fully executed City of Nashua Purchase Order shall control over the terms of the
Proposal.

AG 1 of 3

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.

DESCRIPTION OF WORK:

Independent Contractor shall be responsible for a one-time grinding operation, date of service to be
negotiated. Independent Contractor is expected to grind all of the brush located in both piles and to
provide all of the necessary equipment and personnel to accomplish the work without any assistance
from the Four Hills Landfill staff or equipment. Independent Contractor may remove or leave of any
processed wood chips from grinding operations.

3. PERIOD OF PERFORMANCE. Independent Contractor shall perform and complete all work by

June 30, 2021 which date shall only be altered by mutually approved 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.

4. COMPENSATION. Independent Contractor agrees to perform the work for a total cost not to exceed

FIFTY-FOUR THOUSAND FOUR HUNDRED EIGHTY and 00/100 DOLLARS
($54,480.00)

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 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 Payable

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

6. COMPLIANCE WITH LAWS

6.01 The LESSEE acknowledges that no trade or occupations shall be
conducted on the Premises or use made thereof which will be unlawful, improper, noisy or
offensive or contrary to any law or municipal by-law or ordinance in force.

6.02 The LESSEE shall obtain and maintain any and all permits necessary for
its use of the Premises.

7. ALTERATIONS & MAINTENANCE OF PREMISES

7.01 The LESSEE acknowledges that the Premises is located in an old mill
building which is currently used mainly to store machinery and other equipment. As such,
LESSEE takes the Premises as is and where is and LESSEE is solely responsible at its own
expense for any and all improvements or maintenance to the Premises to keep it fit for
LESSEE’s allowed use under this LEASE AGREEMENT.

7.02 Items to be included in maintenance shall include ice and snow removal
from walks and driveways and any other needed areas for LESSEE to access the Property and
the Premises.

7.03 The LESSEE shall be responsible for maintaining the Premises and any
improvements thereto during this tenancy. LESSEE agrees to be responsible for any and all
repair costs resulting from its use of the Premises. The LANDLORD shall not incur any
maintenance or repair costs as a result of this LEASE AGREEMENT.

8. ENTRY AND INSPECTION

8.01 The LANDLORD retains the right to enter the Premises in the case of an
emergency or to exhibit the Premises to prospective purchases or lessees, workmen, contractors
or others or when the LESSEE has abandoned or surrendered the Premises or whenever
necessary or advisable to determine the condition of the Premises. Whenever practical, the
LANDLORD shall provide the LESSEE with 24 hours notice prior to entry. The LANDLORD
or its agent may inspect the Premises a minimum of two (2) times in each calendar year. Any
indication of LEASE AGREEMENT violations shall be brought to the attention of the LESSEE
in writing with 30 days allowed for LESSEE to make necessary corrections.

9. ASSIGNMENT AND SUBLETTING

9.01 Without the prior written consent of the LANDLORD, the LESSEE shall
not

assign this LEASE AGREEMENT or sublet or grant any concession or license to use the
Premises or any part thereof. Consent by the LANDLORD to one assignment, subletting
concession or license shall not be deemed to be a consent to any subsequent assignment,
subletting, concession or license. An assignment, subletting, concession or license without the
prior written consent of LANDLORD or an assignment or subletting by operation of law, shall
be void.

10. UTILITIES
10.01 The LESSEE shall be responsible for arranging for the paying for any and

all utility services required on the Premises and for LESSEE’S use thereof, including but not
limited to electricity, heat, water and sewer.

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 the date of execution by
the City of Nashua.

6. NoTicés. 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;

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 tw be legally
bound thereby.

Set ei

City of Nashua, NH (signature) Site One Landstape Supply dba The Dirt Doctors

James W_Donchess, Maver Berths Fines Ste = " - nag Ka
e ard Title

(Printed Name and Title) (Printed Nam

Date Date

AG 3 of3

Sa nM FY N

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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
Ciry INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER 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

GC 1 of 13

1.

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

GC 2 of 13

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.

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 delivered to the City of Nashua Representative.

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.

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

GC 3 of 13

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.

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 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 detail the basis for Independent Contractor's question or position. The
City of Nashua 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 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 days’ 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.

Ne

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

GC 4 of 13