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25. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this contract
shall be considered waived by the City. There shall be no waiver of any past or future default, breach, or
modification of any of the terms and conditions of the contract unless expressly stipulated to by the City
in a written waiver.

26. RIGHTS AND REMEDIES. The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties, obligations,
rights, and remedies otherwise imposed or available by law.

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

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

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

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

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

29. SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties that by their
nature survive termination or completion of this contract shall remain in full force and effect.

30. SEVERABILITY. —_In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court of
competent jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity or
unenforceability of any particular provision of this contract shall not affect any other provision, the
contract shall be construed as if such invalid or unenforceable provisions were omitted, and the parties

GC 11 of 12

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

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

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

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THE CITY OF NASHUA “The Gate City’

oy > = Financial Services
_ Purchasing Department

February 25, 2016
Memo #16-111

TO: MAYOR DONCHESS
FINANCE COMMITTEE

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

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

Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall be
purchased by formal, written contract from the lowest responsible bidder, after due notice inviting bids.

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

Purchasing Manager

Cc: D Simmons L Fauteux

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

THIS FORM MUST. BE SUBMITTED WITH ALL RESPONSES TO iF8

BID FORM

PROJECT IDENTIFICATION: 2022 SEWER REPLACEMENT PROJECT

CONTRACT IDENTIFICATION NUMBER:__1FBQ779-021022

THIS BID S SUBMITTED TO: City of Nashua, New Hampshire
Purchasing Department 229 Main
Street, City Hall Nashua, NH
03061-2019

1. The undersigned Bidder proposes and agrees, if this BID ts accepted, to enter into an agreement with the City
in the form included in the BID Documents to perform all Work as specified or indicated in the BID Documents
for the prices and within the times indicated in this BID and in accordance with the other terms and conditions
of the BID Documents.

2. The Bidder accepts all of the terms and conditions of the Advertisement for BID and Information for Bidders,
including without limitation those dealing with the disposition of Security. The bid will remain subject to
acceptance for ninety 90 days after the day of bid opening, or for such longer period of ume that Bidder may
agree to in writing upon request of the City.

3. In Submitting this BID, Bidder represents, as set forth in the Agreement, that:

A Bidder has examined and carefully studied the 81D Documents and the following Addenda, receipt of
all which 6 hereby acknowledged.

Addendum No. Addendum Date
1 2142022
2 2/4/2022

B. Bidder has visited the Site and become familiar with and is satisfied as to the general, local and site
conditions that may affect cost, progress, and performance of the work.

C. Bidder is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may
affect cost, progress and performance of the Work.

D. Bidder has obtained and carefully studied (or assumes responsibility for having done so) all additional
or supplementary examinations, investigations, explorations, tests, studies and data concerning
conditions (surface, subsurface and Underground Facilities) at or contiguous to the Site which may
affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods,
techniques, sequences, and procedures of construction to be employed by Bidder, and safety
precautions and programs incident thereto.

1FBO779-021022 2022 SEWER REPLACEMENT PROJECT Pageliof5S

To:

From:

Re:

F. Motion:

Attachments:

Discussion:

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

David A. Simmons, Superintendent
Wastewater Treatment Facility

Long Term Management of Wastewater Biosolids

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

Long Term Management of Wastewater Biosolids Bid Comparison

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

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

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

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

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

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

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

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

Revised BID SUMMARY SHEET — Addendum 2
RFP1088-020416

PROJECT PRICING

1.

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

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

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

Optional services:

2.

w

Ay

5.

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

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

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

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

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

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

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

Allowance for fuef cost adjustments

Normal Transport
Class B Biosolids

$s 40.90 per wet ton

& 41.72 pecwet ton

55
$s 42.55 per wel ton

§ 43.40 per wei ton

$20,000 over duration of contract

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

Comments, Exceptions, Additional Pricing Information:

Hourly Transport Casts
of Non Class B

Biosolids Onl

g_120.00 per hr

g_ 122.40 vorne

, 124.85 on,

$ 127,36 pec hr

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

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

Phone:

E-mail:

110 Main Street, Suite 1308, Saco, ME 04072

1-800-933-6474

Patrick .Ellis@casella.com

Kien bia A Lily Vf d

‘Authorized Signat
Michael R. Fiodge, Vide Brbside

(Printed Name and Title)

Fax 603-228-2010

Oz ef | 1h

(Date)

RFP1088-020416 MANAGEMENT OF WASTEWATER BIOSOLIDS ADDENDUM 2

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

Page.1 of 4

Estimate Yearly Costs based on Casella's Bid

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

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

Total Costs $1,212,030

CONTRACT FOR SERVICE PROVIDER

TITLE:

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, NASHUA, NH 03061-2019
AND

NAME AND TITLE OF SERVICE PROVIDER

ADDRESS OF SERVICE PROVIDER

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time to
time requires the services of a Service Provider; and

WHEREAS, it is deemed that the services of a Service Provider herein specified are both necessary and
desirable and in the best interests of the City of Nashua; and

WHEREAS, Service Provider 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 Service Provider shail complete the work described in the Contract
Documents. The following are by reference incorporated herein and are made part of this contract:
1. This Agreement signed by the City of Nashua and Service Provider, including the General Terms and
Conditions.
2. Bid Form or Proposal
3. Insurance Certificate
4. Written change orders or orders for minor changes in the Work issued after execution of this
Agreement; and
5. Fully Executed City of Nashua Purchase Order

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.

2. WORK TO BE PERFORMED. Except as otherwise provided in this contract, Service Provider shall furnish
all services, equipment, and materials and shall perform all operations necessary and required to carry out and
perform the work as described in and in accordance with the specifications in the City of Nashua’s request for
proposals and the terms and conditions of the contract.

3. PERIOD OF PERFORMANCE. Service Provider shall perform and complete all work within the time periods
set forth. The time periods 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. Service Provider upon receipt of
shall begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the
City.

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The term of the contract will be for three (3) years with the first year commencing on or about July 1, 2016
and terminating on June 30, 2019. Each year is subject to annual budget appropriations and at the City of
Nashua’s discretion.

4. COMPENSATION. Service Provider agrees to perform the work for a total cost not to exceed
($) for the three (3) year term;

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

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

City of Nashua
Accounts Payable

PO Box 2019

Nashua, NH 03061-2019
Atten:

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

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 by Service Provider within thirty (30) days from
the time of final approval by the City of Nashua of the submitted Application for Payment

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: SERVICE PROVIDER REPRESENTATIVE:

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 Service Provider may change the address or representative by giving written notice to the
other party

General Terms and Conditions

1. DEFINITIONS. Unless otherwise required by the context, "Service Provider” includes any of the
Service Provider's consultants, sub consultants, contractors, and sub-contractors

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2. SERVICE PROVIDER STATUS AND PROVISION OF WORKERS’ COMPENSATION COVERAGE. The
parties agree that Service Provider 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 sub-
contractors. The only contractual relationship created by this contract is between the City of Nashua and
Service Provider, and nothing in this contract shall create any contractual relationship between the City of
Nashua and Service Provider's consultants, sub consultants, contractors, or sub-contractors. The parties also
agree that Service Provider is not a City of Nashua employee and that there shall be no:

Withholding of income taxes by the City of Nashua:

. Industrial insurance coverage provided by the City of Nashua;

Participation in group insurance plans which may be available to employees of the City of

Nashua;

4. Participation or contributions by either the Service Provider 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.

WN ee

Service Provider agrees, if not exempt, to maintain required workers’ compensation coverage throughout the
entire term of the contract. If Service Provider does not maintain coverage throughout the entire term of the
contract, Service Provider agrees that the City of Nashua may, at any time the coverage is not maintained by
Service Provider, order the Service Provider to stop work, suspend the contract, or terminate the contract. For
each six-month period this contract is in effect, Service Provider agrees, prior to the expiration of the six-
month period, to provide another written request to its insurer for the provision of a certificate and notice of
lapse in or nonpayment of coverage. If Service Provider does not make the request or does not provide the
certificate before the expiration of the six-month period, Service Provider agrees that the City of Nashua may
order the Service Provider to stop work, suspend the contract, or terminate the contract.

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

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

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