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CONTRACT FOR INDEPENDENT CONTRACTOR

SCRAP METAL RECYCLING PROGRAM

RFP1058-030421

A CONTRACT BETWEEN

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

WINDFIELD ALLOY, INC
and its successors, transferees and assignees (together “Independent Contractor”)
NAME AND TITLE OF INDEPENDENT CONTRACTOR

2 ROUTE 111, ATKINSON , NH 03811
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
Exhibit B-- Windfield Alloy Inc. Proposal Submission, dated March 4, 2021

> Bid Form;

> Attachment A — Proposal Qualification Statement;
> Attachment B — Proposal Costs; and

> 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 1 of 4

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.

SCOPE OF SERVICES:
Independent Contractor shall be responsible for all aspects of providing the requested service of:

Collection, transportation, and processing of Scrap Metal from the Nashua Four Hills Landfill
Recycling Center;

Processing, marketing and shipping of Scrap Metal materials;

Disposal of any residue;

Care and maintenance of equipment furnished for this program; and

Maintenance of records for activity statement reports and for determination of payments and/or
revenue to the City of Nashua.

All components and activities associated with this program shall be in compliance with all
applicable State and Federal regulations.

VVVV WW

3. PERIOD OF PERFORMANCE. The term of the contract will be for three (3) years, with first year
commencing on or about_July 1, 2021 and terminating on June 30, 2024. 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.

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.

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

ZERO DOLLARS ($00.00) 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.

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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.

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. 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:

Jeff Lafleur, Superintendent
City of Nashua -Division of Public Works
Solid Waste Department
840 West Hollis Street
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.

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IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

City of Nashua, NH (signature) (signature)

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

Date Date

AG 4 of 4

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

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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

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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

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[Unidentified Representative]

| sit on HHS. One piece of legislation, my Guardianship for Grandparents, the preference on that one. Because
we were first in the country to introduce it, I’m going to Nashville the beginning of December to introduce that
legislation as model legislation for the country.

Representative LeBrun, Ward 5

| have 5 pieces of legislation I’ve filed that are pertinent to Nashua. The first one is based on the state building
code. | have one on exploitation of the elderly and disabled. Another one | have is enabling the Department of
Health and Human Services to enter into a contract with an Academy Society for Addiction Medicine. Also, |
have one on food service inspections; inspections of restaurants and food service purveyors. And the last one |
have is relative to pharmacy interns and vaccinations. In the past, | have had legislation passed to enable
pharmacies to give the pneumococcal vaccine, the Zoster vaccine and such, and this is just a continuation of
that.

Alderwoman Melizzi-Golja

| represent Ward 8. In terms of priorities for this city, | chair Planning and Economic Development, and certainly
feel both sides of that are important. On the Economic Development side, |’ve begun conversations during the
summer with the National Regional Planning Commission (NRPC) about looking at the economic impact of the
arts within the region covered by NRPC. That conversation is actually going to move forward next month with
members of the arts community here in Nashua. So we’re really trying to look at what exactly does the arts bring
to our community and what can we do to better position the Nashua region within the state, as well as any
supports that may be needed. Within Economic Development also, looking at what’s happening in the city and
looking at housing and workforce housing. Looking at people who are coming in and maybe entering our
community with college degrees but entering their profession at the beginning in a lower level job, and looking at
what they can afford to pay and what we have available for them in terms of rentals or even properties to
purchase, so they’re able to both live and work in the same community and stay here and grow their families. As
we look at trying to bring young families in, affordability of housing is one of the things we need to look at.

As a past School Board member, | am always interested in what’s going on to support families, birth through
adult, and looking at funding for our schools, and how they’re being supported.

Alderman Dowd

I’m the Alderman from Ward 2. As Chair of Budget, | have two things of concern: One is looking forward to the
kindergarten funding coming down from the state, and the other is I’d like to find out from the delegates if there
are any unexpected bills that we might get in the next budget season.

Alderwoman Melizzi-Golja

Some of you were at the meeting for the Ten Year Transportation Plan, and | think you heard us discuss the
pedestrian and vehicular traffic situation in South Nashua. So looking at funds there and what we can do to
assist with the congestion around Exit 1 (Spitbrook Road/Daniel Webster Highway). As many of you know, we
have a very high concentration of citizens who live in that area, as well as businesses that are developing there.
So we have concerns about both foot traffic and getting cars in and out of the area. So looking at where the Ten
Year Plan is going, we have one item on the plan that addresses the pedestrian issues, and the other item that
we spoke to that evening, which is not on the Plan but is a concern about getting traffic in and out of the property.

Representative Marty Jack, Ward 9

I’m Marty Jack from Ward 9. | sit on Public Works and Highways. The three main areas that | work on are
infrastructure (roads, bridges and rail), and | appreciate the alderman bringing up the item on the Ten Year Plan.
We'll be getting that shortly and I'll make sure | keep my eye on that. The other is public education. In the context
of where | sit on the committee, that primarily means making sure that the community colleges get money that
they need to start up programs. The community colleges are a wonderful bang for the buck in terms of getting
people educated, keeping them in the state, and getting them jobs. And then the third is healthcare. That means

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 12

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 all the terms and conditions of the contract or
for failure to satisfactorily, in the sole opinion of the City of Nashua, to complete or make
sufficient progress on the work in a timely and professional manner. 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.

Provide the City of Nashua with a list of all unperformed services.

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.

wd

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 Contractor 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.

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