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HomeMy WebLinkAboutRes 47-08 09/02/2008 RESOLUTION NO. 47-08 A RESOLUTION AUTHORIZING THE EXECUTION OF AN EXCLUSIVE CONTRACT FOR COMMERCIAL SOLID WASTE SERVICES IN THE VILLAGE OF MOUNT PROSPECT WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have determined that it is in the best interests of the Village of Mount Prospect to enter into an agreement with ARC Disposal, Inc., for solid waste services to all nonresidential (commercial) consumers within the corporate boundaries of the Village according to the terms of the Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, ACTING IN THE EXERCISE OF ITS HOME RULE POWERS: SECTION ONE: That the Board of Trustees of the Village of Mount Prospect does hereby authorize and direct the President to execute and the Village Clerk to attest the signature on the Agreement between ARC Disposal, Inc., and the Village of Mount Prospect for nonresidential (commercial) solid waste services. SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Hoefert, Juracek, Korn, Polit, Zadel NAYS: None ABSENT: Corcoran PASSED and APPROVED this 2nd day of September, 2008. ~~.'*~ . Lisa Angell, Village Clerk H:\CLKO\WIN\RESOLUTION\Resolution auth agrmt commercial solid waste contractsept2008.DOC t~ tt ,J/,~ I ana K. Wilks, Mayor iManage:214145_1 COMMERCIAL SOLID WASTE SERVICES CONTRACT BY AND BETWEEN VILLAGE OF MOUNT PROSPECT AND ARC DISPOSAL COMPANY, INC. CENTRAL \30978948.2 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1. Definitions ARTICLE II SCOPE OF SERVICES Section 2.1. Commercial Services Section 2.2. Private Services Section 2.3. Revenue Collection Section 2.4. Excluded Services Section 2.5. Modification of Required Services Section 2.6. Commercial Service Phase In ARTICLE III TERM OF WASTE CONTRACT Section 3.1. Term of Commercial Solid Waste Contract ARTICLE IV WASTE COLLECTION AND DISPOSAL Section 4.1. Commercial Service Section 4.2. Private Service Section 4.3. Schedule and Location of Collection Section 4.4. Disposal of Solid Waste Section 4.5. Solid Waste Collection Data ARTICLE V COMPENSATION Section 5.1. Commercial Service ARTICLE VI REVENUE COLLECTION Section 6.1. Billing of Accounts Section 6.2. Commercial Service Section 6.3. Private Service 2 CENTRAL\30978948.2 ARTICLE VII TITLE TO SOLID WASTE Section 7.1. Title to Solid Waste ARTICLE VIII RECYCLABLE MATERIALS Section 8.1. Recyclable Materials Collection Service ARTICLE IX BREACH; EVENTS OF DEFAULT AND REMEDIES Section 9.1. Breach by Contractor Section 9.2. Breach by Municipality Section 9.3. Events of Default and Remedies of Municipality Section 9.4. Events of Default and Remedies of Contractor ARTICLE X INSURANCE AND INDEMNIFICATION Section 10.1. Insurance Section 10.2. Indemnification ARTICLE XI MISCELLANEOUS Section 11.1. Non-Assignability Section 11.2.Equal Employment Opportunity Section 11.3. Prevailing Wage Rates Section 11.4. Performance Bond or Letter of Credit Section 11.5. Provision for Telephone Calls Section 11.6. Equipment to be Used by Contractor Section 11.7. Compliance with Laws Section 11.8. Care and Performance Section 11.9. No Alcohol or Drugs Section 11.1 O.Governing Law Section 11.11.Severability EXHIBIT A - List of Approved Disposal and Recycling Sites EXHIBIT B - Contractor's Price Sheet EXHIBIT C - Contract Agreement EXHIBIT D - Special Service Areas 3 CENTRAL\30978948.2 COMMERCIAL SOLID WASTE SERVICES CONTRACT THIS COMMERCIAL SOLID WASTE SERVICES CONTRACT (this "Contract") is entered into on this 25th day of September, 2008, by and between the VILLAGE OF MOUNT PROSPECT, an Illinois municipal corporation (hereinafter the "Village"), and ARC DISPOSAL COMPANY, INC., an Illinois corporation (hereinafter the 'Contractor"; Village and Contractor are sometimes individually referred to herein as a "Party" and collectively as the "Parties"), WHEREAS, the Village and Contractor wish to enter into an agreement for provision of Commercial Solid Waste Services to all commercial entities in the Village; WHEREAS, Contractor currently provides solid waste services to residential customers in the Village; WHEREAS, on September 2,2008, pursuant to Village Resolution No. 47-08, being "A Resolution Authorizing the Execution of an Exclusive Contract for Commercial Solid Waste Services in the Village of Mount Prospect," the Village Board of Trustees authorized and directed execution of such an agreement with Contractor. NOW, THEREFORE, for and in consideration of their mutual promises, covenants, undertakings and agreements, the Parties agree as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions "Breach" means one of the items described in Sections 9.1 or 9.2. "Commercial Service" means the service provided by the Contractor, on behalf of the Village of Mount Prospect, pursuant to Section 4.1. "Commercial Solid Waste Contract" or "Contract" means this agreement by and between the Village of Mount Prospect and the Contractor, as amended from time to time by written agreement of the Parties hereto. "Contractor" means ARC Disposal Company, Inc., an Illinois corporation, and its successors and assigns. "Event of Default" has the meaning specified in Sections 9.3 and 9.4. "Non-SWANCC Waste" means commercial refuse. Recyclable Materials (as described in Article VIII), and any other materials designated by the Municipality for collection, provided that such materials are not SWANCC Waste. 4 CENTRAL\30978948.2 "Project Use Agreement" means the Project Use Agreement, dated March 25, 1992, between SWANCC and the Village of Mount Prospect, as amended from time to time. "Recyclable Materials" means (a) fiber products, including, but not limited to, newspaper, computer paper, white ledger paper (bond, typing, copier and index cards), colored paper (bond, typing, copier and index cards), envelopes, plain paper facsimile paper, glossy paper (magazines, brochures and similar items), manila and bleached file folders, junk mail, NCR forms, telephone and MLS books, old corrugated items, overseas cardboard, post-it notes and chipboard (b) containers, including, but not limited to, aluminum and plastic food and drink cans, juice and milk boxes and cartons, aluminum foil and formed aluminum (pie pans and pastry trays), plastics (coded plastics numbered 1,2,3,5,6 and 7) and plastic rings from soda and beer packs and (c) any other items mutually agreed upon by the Village of Mount Prospect and the Contractor. "State" means the State of Illinois. "SWANCC" means the Solid Waste Agency of Northern Cook County. "SWANCC Waste" shall have the meaning ascribed to it in the Village of Mount Prospect Ordinance No.4409. "Village" means the Village of Mount Prospect, Illinois, an Illinois municipal corporation. ARTICLE II SCOPE OF SERVICES Section 2.1. Commercial Services. The Contractor shall provide, on behalf of the Village of Mount Prospect, complete service for designated collection, transportation and disposal (or sale) of Non-SWANCC Waste at the facility or facilities mutually agreed upon by the Village of Mount Prospect and the Contractor. The Contractor shall be the sole and exclusive agent of the Village of Mount Prospect to provide the above- referenced Commercial Services. Section 2.2. Private Services. The Contractor shall, on its own behalf (and not on behalf of the Village of Mount Prospect), provide for the collection, transportation and disposal of all Private Service solid waste at a facility or facilities mutually agreed upon by the Village of Mount Prospect and the Contractor and in accordance with the provisions of Section 4.2. (Exhibit A) Section 2.3. Revenue Collection. The Contractor shall, on behalf of the Village of Mount Prospect, provide revenue collection services in accordance with Article VI for all Commercial Services provided under this Commercial Solid Waste Contract. 5 CENTRAL \30978948.2 Section 2.4. Excluded Services. Waste collection, transportation and disposal from all single family and multifamily residential within the Village of Mount Prospect are not included within this Commercial Solid Waste Contract. Section 2.5. Modification of Required Services. The Village of Mount Prospect reserves the right to adjust or expand the scope of Commercial Services required under this Commercial Solid Waste Contract, upon thirty (30) days prior written notice to the Contractor, to accommodate changes in the definition of non-SWANCC Waste or changes in the scope of services. The Village of Mount Prospect and the Contractor shall negotiate in good faith, an equitable adjustment to the Contractor's compensation under this Commercial Solid Waste Contract required as a result of any adjustment or expansion of Municipal Services. Section 2.6. Commercial Service Phase In. Contractor agrees that it will consider all of its current commercial accounts in the Village of Mount Prospect to be under this Commercial Solid Waste Contract and will give all of its current commercial accounts in the Village of Mount Prospect the service described in the contract at the pricing structure agreed to as part of the Contract. All other commercial entities in the Village of Mount Prospect will begin receiving service under the Contract within one year of the "Commencement Date," defined below. No commercial, industrial or institutional entity, receiving the same level of service, will be charged more than the entity paid in the month before the commencement date of this Commercial Solid Waste contract, regardless of the rates set forth in Exhibit 8. If the entity's rate one month prior to the commencement of service is lower than the rate in Exhibit 8, the entity's rate will be grandfathered for one year and that rate will then be adjusted to the rate set forth in Exhibit 8. Prior to the implementation of this Commercial Solid Waste Contract, for current and phased in accounts, or anytime there is a significant change in commercial services, the Contractor shall be responsible for the cost to prepare and distribute informational flyers/brochures to all accounts about rate changes, routes and collection dates, items collected and preparation, holiday collections and other information of benefit to the customer. The Village of Mount Prospect shall have the right to review and approval of the flyer/brochures before distribution. ARTICLE III TERM OF SOLID WASTE CONTRACT Section 3.1. Term of Solid Waste Contract. The initial term of this Contract (the "Initial Term") shall commence on November 1,2008 (the "Commencement Date"), and end on December 31, 2015, unless terminated at an earlier date pursuant to the terms of this Contract. 6 CENTRAL\30978948.2 Section 3.2 At the expiration of the Initial Term, and for two (2) renewal terms of one (1) year each thereafter, the Contract shall be considered to be automatically renewed, unless either Party shall notify the other Party in writing not less than ninety (90) days prior to the expiration of the current term, that the notifying Party does not wish to renew for an additional term. ARTICLE IV WASTE COLLECTION AND DISPOSAL Section 4.1. Commercial Service. (a) Non-SWANCC Waste. Materials to be collected by the Contractor in accordance with the schedule provided in Section 4.3 and transported to a state permitted sanitary landfill, transfer station, incinerator or processing facility mutually agreed upon by the Village of Mount Prospect and the Contractor, (Exhibit A) and disposed or sold shall include the following: (i) Commercial refuse. (ii) Recyclable Materials as provided in Article VIII. (b) SWANCC Waste. The Contractor may deliver commercial waste to SWANCC facilities as replacement for residential waste otherwise deliverable under any residential services contract between Contractor and the Village (the "Residential Contract") subject to the following conditions: (i) receipt by Village of written approval by SWANCC for such deliveries; (ii) such annual waste deliveries to SWANCC, when combined with residential waste delivered to SWANCC pursuant to the Residential Contract shall not exceed current annual deliveries pursuant to the Residential Contract (the "Current Amount"). (iii) The Contractor shall reimburse the Village for any waste delivered to SWANCC over the Current Amount unless attributable to a proportionate increase in residential customers. (iv) The Village, by at least 30 days prior written notice, may require the Contractor for a fixed period of time, not to exceed four weeks to separately collect waste from multi-family properties for Village audit purposes. Section 4.2. Private Service (Not included in the Commercial Service in 4.1). In addition to the Commercial Services provided by the Contractor on behalf of the Village of Mount Prospect under Section 4.1, the Contractor shall also make available to the 7 CENTRAL \30978948.2 commercial entities of the Village of Mount Prospect, Private Service for all types of solid waste not otherwise covered by this Contract including, but not limited to, earth, sod, rocks, concrete, rubble and waste from remodeling, construction and demolition of buildings, excavations and other materials. The Contractor shall be the exclusive vendor for such services so long as the Village and Contractor annually agree on the rates to be charged for such Private Service. The Contractor shall not be required to provide for the collection and disposal of special or hazardous waste and large quantities of liquid requiring tank truck disposal equipment. For services provided pursuant to this Section, the Contractor agrees to keep available tractor loaders, trailers and other necessary equipment. Upon the request of a customer, the Contractor shall furnish an estimate for the cost of removal of any materials named in the immediately preceding paragraph. Section 4.3. Schedule and Location of Collection. Commercial Service Waste shall be collected in compliance with provisions of Village of Mount Prospect Ordinance No. 5700 adopted July 15, 2008. (a) Private Service Solid Waste. Private Service waste shall be collected in accordance with the provisions of Section 4.2 on a day mutually agreed to by the Contractor and the commercial entity between the hours of 6:30 a.m. and 6:00 p.m. (b) Notwithstanding any other provision of this Proposal, there shall be no limitation on the hours of collection in the "Special Service Areas" designated on Exhibit D. The Village, upon receipt of verified complaints from residential occupants of the Village related to collection in the Special Services Areas may modify Exhibit D, subject to 15 days prior written notice to Contractor. Section 4.4. Disposal of Waste. (a) Commercial (Non-SWANCC) Waste. The Contractor shall transport for processing all non-SWANCC Waste collected pursuant to this Contract to a permitted facility approved by the Village of Mount Prospect in accordance with state laws and any United States governmental agencies. The Village of Mount Prospect shall have a right to inspect, by its authorized representative(s), disposal sites, including transfer facilities used by the Contractor for the disposal/storage of solid waste collected in the Village of Mount Prospect; refuse, recyclables, yard material including loose leaves. If at anytime during the Contract, the facility(s) used by the Contractor is in violation of federal, state or local requirements regulating operation of the disposal site, waste collected in the Village of Mount Prospect must be delivered to other state permitted facilities. (b) Recyclable Materials. Recyclable Materials collected shall be transported for sale (with an intermediate diversion for processing permitted) to sites approved by the Village of Mount Prospect. 8 CENTRAL\30978948.2 Section 4.5. Solid Waste Collection Data. The Contractor shall provide to the Village of Mount Prospect, at least once per quarter, a report on the quantity of all commercial waste collected within the Village of Mount Prospect. The report shall contain a detailed breakdown of the types of waste collected and shall be identified by the origin of the waste collected. The reporting format shall be approved in advance by the Village of Mount Prospect. ARTICLE V COMPENSATION Section 5.1. Commercial Service. (a) Non-SWANCC Waste. For providing for, on behalf of the Village of Mount Prospect, the collection, transportation and disposal (or sale) of commercial refuse and recyclables at a facility or facilities mutually agreed upon by the Village of Mount Prospect and the Contractor, and for providing revenue collection services, the Contractor shall receive as compensation the rates set forth in the Contractor's Price Sheet, attached as Exhibit B. (b) Payment Terms. All payments to Contractor are due within 14 days of invoice date. Contractor may suspend service if not paid within 60 days of invoice. After 30 days of non-payment a "past due'" notice will be sent to the non-paying entity by Contractor. The provisions of Sections 5.1 and 6.1 shall be in addition to the obligations of commercial customers set forth in Village Ordinance No. 5700 adopted July 15, 2008 and the rights of contractor provided therein. ARTICLE VI REVENUE COLLECTION Section 6.1. Billing of Accounts. Commercial Services provided under Section 4.1 are provided by the Contractor on behalf of the Village. The Contractor shall perform on behalf of the Village of Mount Prospect, the billing and collection of all rates and charges imposed on commercial entities by the Village of Mount Prospect relating to such Commercial Services. The Village of Mount Prospect will set the rates to be charged by the Contractor and no rates may be changed without written approval of the Village of Mount Prospect. (Those rates and charges to the consumer may be more than those set forth in Exhibit B.) The Village of Mount Prospect agrees to cooperate and assist the Contractor in the collection of funds owed for services performed. The Village of Mount Prospect further agrees to cooperate with respect to information, if any, relating to vacancies or any other information that will assist the Contractor in the execution of this Contract. No commercial, industrial or institutional entity, receiving the same level of service, will be charged more than the entity paid in the month before the commencement date of 9 CENTRAL\30978948.2 this Contract, regardless of the rates set forth in Exhibit B. If the entity's rate one month prior to the commencement of this Contract is lower than the rate in Exhibit B, and such entity provides written notice and evidence of such prior rate on or before ninety (90) days after November 1, 2008, then the entity's rate will be grandfathered from the start of service and that rate will be adjusted to the rate set forth in Exhibit B and adjusted under this Section 6. Section 6.2. Commercial Service. The Contractor shall, on a monthly basis, or an alternate schedule approved by the Village, bill each commercial entity (as they are phased-in according to Section 2.6) an amount payable to the Contractor for the collection, transportation and disposal (or sale) of Commercial Service waste for the current month. The bill shall be payable by the commercial entity within fourteen (14) days. The Contractor shall account separately for all amounts received from commercial entities and hold such amounts for the benefit of the Village of Mount Prospect. The amount so collected to which the Village is entitled pursuant to this Contract shall be remitted to the Village of Mount Prospect on a monthly basis. Section 6.3. Private Service. The Contractor may, but is not required to, include as an item on each commercial entity's bill an amount payable to the Contractor for the collection, transportation and disposal of Private Service waste. The Contractor shall retain all amounts collected from commercial entity pursuant to this Section 6.3. Alternatively, the Contractor may bill commercial entities separately for Private Service. ARTICLE VII TITLE TO WASTE Section 7.1. Title to Solid Waste. The Contractor shall have title to all Solid Waste collected pursuant to this Contract. ARTICLE VIII RECYCLABLE MATERIALS Section 8.1. Recyclable Materials Collection Service. (a) Commercial Recycling Service. Materials to be collected by the Contractor in accordance with the schedule referenced in Section 4.3 and transported to the facility or facilities mutually agreed upon by the Village of Mount Prospect and the Contractor shall include all Recyclable Materials as defined in Section 1.1. These recyclables shall be collected in a wheeled cart or dumpster as set forth in Exhibit B. (b) Transportation of Recyclable Materials. Recyclable Materials shall be sorted, processed and transported for sale to sites approved by the Village of Mount 10 CENTRAL\30978948.2 Prospect. The Contractor shall retain all income (and fully bear all losses) resulting from the disposition of Recyclable Materials. (c) Recyclable Materials Collection Data. The Contractor shall provide to the Village of Mount Prospect, at least quarterly, a report on the weight, in tons, of all Recyclable Materials collected from Commercial Entities under this Contract. The report shall also contain a weight breakdown, by tons, of the types of Recyclable Materials collected. (d) The Village of Mount Prospect shall have the reasonable right depending on the availability of markets for materials to be added, to add materials to the list of Recyclable Materials stated in Article I. (e) The Contractor, as agent for the Village of Mount Prospect, shall have a contractual obligation to ensure that all Recyclable Materials collected are properly processed and marketed. No collected Recyclable Materials shall be landfilled or incinerated, unless advance authorization to do so is given by the corporate authorities of the Village of Mount Prospect. (f) The Contractor shall sell all Recyclable Materials it collects under this Contract. If a change in the market, for the sale of any particular Recyclable Material makes continued collection of such Recyclable Material not economically feasible, the Contractor shall consult with the Village of Mount Prospect regarding the market changes of the affected Recyclable Material. The Village of Mount Prospect may, in its discretion, agree to remove from the list of Recyclable Materials any economically infeasible item upon such market change. (g) The Contractor shall be required to implement a sticker system for Recyclable Materials that are not collected. The sticker should identify why the Recyclable Materials were not collected. The Contractor shall provide an example of the sticker system to the Village of Mount Prospect for advance approval. (h) Entities that are currently engaged in the sale of recyclable material including, but not limited to scrap metal, glass and paper may continue to sell the same,and retain all revenues. Such entities are not the subject matter of this Contract. (i) In addition to the foregoing, collection of recycled materials shall be subject to the rules and regulations set forth in Exhibit E, as the same may be modified by the agreement of the Contractor and the Village Manager. ARTICLE IX BREACH; EVENTS OF DEFAULT AND REMEDIES Section 9.1. Missed Collection. 11 CENTRAL \30978948.2 If the Contractor misses a collection under the Commercial Service the collection must be corrected within 24 hours of the reported missed collection or a charge of $10 per missed collection will be charged to the Contractor. If the missed collection is due to a labor dispute of the Contractor's labor force the missed collection shall be rectified within seven (7) calendar business days. Section 9.2. Breach by Contractor. (a) Each of the following shall constitute a Breach on the part of the Contractor: (i) failure of the Contractor to pay, within thirty (30) days after notice from the Village of Mount Prospect of such nonpayment, amounts which are due to the Village of Mount Prospect under this Contract; (ii) failure of the Contractor to perform timely any obligation under this Commercial Solid Waste Contract not included within subparagraph (i) above, except that such failure shall constitute a Breach only if such failure remains uncured for seven (7) days after notice to the Contractor from the Village of Mount Prospect of such failure; provided however, that this seven (7) day notice with opportunity to cure shall not be required in the event of persistent and repeated failure to perform. (iii) the Contractor's being or becoming insolvent or bankrupt or ceasing to pay its debts as they mature or making an arrangement with or for the benefit of its creditors or consenting to or acquiescing in the appointment of a receiver, trustee or liquidator for a substantial part of its property, (B) a bankruptcy, winding up, reorganization, insolvency, arrangement or similar proceeding being instituted by the Contractor under the laws of any jurisdiction, (C) a bankruptcy, winding up, reorganization, insolvency, arrangement or similar proceeding being instituted against the Contractor under the laws of any jurisdiction, which proceeding has not been dismissed within one hundred twenty (120) days, (D) any action or answer by the Contractor approving of, consenting to or acquiescing in any such proceeding, or (E) the levy of any distress, execution or attachment upon the property of the Contractor which shall (or which reasonably might be expected to) substantially interfere with its performance under this Contract. Section 9.3. Breach by the Village of Mount Prospect. Each of the following shall constitute a Breach on the part of the Village of Mount Prospect: (a) failure of the Village of Mount Prospect to pay, within thirty (30) days after notice from the Contractor of such nonpayment, amounts which are undisputed or which are determined to be due to the Contractor under the Solid Waste Contract; (b) the Village of Mount Prospect being or becoming insolvent or bankrupt or ceasing to pay its debts as they mature or making an arrangement with or 12 CENTRAL \30978948.2 for the benefit of its creditors or consenting to or acquiescing in the appointment of a receiver, trustee or liquidator for a substantial part of its property, (ii) a bankruptcy, winding up, reorganization, insolvency, arrangement or similar proceeding being instituted by the Village of Mount Prospect under the laws of any jurisdiction, (iii) a bankruptcy, winding up, reorganization, insolvency, arrangement or similar proceeding being instituted against the Village of Mount Prospect under the laws of any jurisdiction, which proceeding has not been dismissed within one hundred twenty (120) days, (iv) any action or answer by the Village approving of, consenting to or acquiescing in any such proceeding, or (v) the levy of any distress, execution or attachment upon the property of the Village of Mount Prospect which shall (or which reasonably might be expected to) substantially interfere with the Village of Mount Prospect performance hereunder. Section 9.4. Events of Default and Remedies of the Village of Mount Prospect. (a) If a Breach occurs under Section 9.2, the Village of Mount Prospect may exercise anyone or more of the following remedies: (i) the Village of Mount Prospect may declare an Event of Default and may then terminate this Contract immediately, upon notice to the Contractor and, subject to the provisions of sub-paragraph (v) below, upon such termination the Contractor shall cease providing services under this Contract; (ii) the Village of Mount Prospect may seek and recover from the Contractor any unpaid amounts due the Village of Mount Prospect, all its substantiated costs for the failure of the Contractor to perform any obligation under this Contract and all damages, whether based upon contract, work stoppage, strike, Contractor negligence (including tort), warranty, delay or otherwise, arising out of the performance or non-performance by the Contractor of its obligations under this Contract, and whether incidental, consequential, indirect or punitive, resulting from the Breach; (iii) the Village of Mount Prospect may (A) call upon the sureties to perform their obligations under the performance bond or letter of credit furnished pursuant to Section 11.4 below or (B) in the alternative, after releasing the sureties from their obligations under the [performance bond or letter of credit], take over and perform the required services by its own devices, or may enter into a new contract for the required services, or any portion thereof, or may use such other methods as shall be required in the opinion of the Village of Mount Prospect for the performance of the required services; (iv) the Village of Mount Prospect shall have the power to proceed with any right or remedy granted by federal laws and laws of the State as it may deem best, including any suit, action or special proceeding in equity or at law for the specific performance of any covenant or agreement contained herein or for the enforcement of any proper legal or equitable remedy as the Village of Mount Prospect shall deem most effectual to protect the rights aforesaid, insofar as such may be authorized by law; 13 CENTRAL\30978948.2 (v) upon any such termination of the Contract, the Contractor shall for a period requested by the Village of Mount Prospect, but not longer than six (6) months, continue to perform the contractual services during which period the Village of Mount Prospect shall continue to pay the Contractor its scheduled compensation; (vi) no remedy by the terms of this Contract conferred upon or reserved to the Village of Mount Prospect is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Village of Mount Prospect. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Event of Default shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereto. (b) This Section 9.4 shall survive the termination of the Solid Waste Contract. Section 9.5. Events of Default and Remedies of Contractor. (a) If a Breach occurs under Section 9.3, the Contractor may declare an Event of Default and terminate this Contract immediately, upon notice to the Village of Mount Prospect. In such event, the Contractor's sole remedy shall be to seek and recover from the Village of Mount Prospect, and any entity to whom services are provided pursuant to this Contract, any unpaid amounts due the Contractor and any damages, whether incidental, consequential, indirect or punitive, resulting from the Breach. The Contractor shall not be entitled to specific performance or any other equitable remedies. (b) This Section 9.5 shall survive termination of this Contract. ARTICLE X INSURANCE AND INDEMNIFICATION Section 10.1. Insurance. The Contractor shall obtain and maintain throughout the term of this Contract, and at the Contractor's sole cost and expense not less than the insurance coverage set forth below. (a) Workers' Compensation and Worker's Occupational Disease. Workers' Compensation coverage shall be as required by law in the State of Illinois. 14 CENTRAL\30978948.2 This shall include coverage for all persons who the Contractor may employ directly or through subcontractors in carrying out the work under this Contract. (i) Employer's Liability - $5,000,000. (b) Commercial General Liability coverage on an occurrence basis for bodily injury, property damage and personal injury as provided by the standard ISO commercial general liability policy. A combined single limit of $5,000,000 is required. (c) Comprehensive Automobile Liability for bodily injury and property damage arising out of owned, non-owned, and hired vehicles. A combined single limit of $5,000,000 per occurrence is required. (d). Additional Insured: The Village of Mount Prospect shall be named as an additional insured under the commercial general liability and automobile liability policies. (e). General: The above insurance shall be placed with insurance companies acceptable to the Village. In addition, a certificate of insurance shall be provided to the Village verifying coverage as required in this Article and confirming at least thirty (30) days advance written notice to the Village of Mount Prospect of policy cancellation or material change. If requested, the Contractor shall provide a certified copy of the policy(s) to the Village of Mount Prospect. Notice of policy cancellation or material change shall be mailed to the Village of Mount Prospect in care of the Village Manager, 50 South Emerson Street, Mount Prospect, Illinois 60056. (f) Accident Notification: In the event of an accident of any kind which involve the general public and/or private or public property, the contractor shall immediately notify the Village Manager and shall provide a full account of all details of the accidents. The Contractor shall furnish the Village of Mount Prospect with copies of all reports of such accidents at the same time that the reports are forwarded to any other interested parties. Section 10.2. Indemnification. The Contractor shall indemnify and save harmless the Village of Mount Prospect, its officers and employees from any and all liability, losses or damages including attorney's fees and costs of defense the Village of Mount Prospect may suffer as a result of claims, demands, suits, actions, or proceedings of any kind or nature including Workers' Compensation claims, in any way resulting from or arising out of the operations of the Contractor under this Contract including operations of subcontractors; and the Contractor shall, at his own expense, appear, defend, and pay all fees of attorneys and all costs and other expenses arising there from or incurred in connection therewith; and if any judgments shall be rendered against the Village in any such action 15 CENTRAL\30978948.2 the Contractor shall, at his own expense, satisfy and discharge same. The Contractor expressly understands and agrees that any Letter of Credit/Performance Bond or insurance protection required by the Contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless, and defend the Village of Mount Prospect as herein provided. ARTICLE XI MISCELLANEOUS Section 11.1. Non-Assignability. The Contractor shall not assign this Contract or any part thereof, except to Republic Services, Inc., without the prior written consent of the Village of Mount Prospect, which consent shall not be unreasonably withheld. Approval, if any, for such assignment may be made only by the corporate authorities of the Village of Mount Prospect. Upon such assignment, the assignor shall be released from all obligations under this Contract except for delivery of payments, received prior to the effective date of such assignment, to the Village to the extent required pursuant to Article 6 hereof. Except as provided above, the Contractor shall not assign or subcontract this Contract or the work hereunder, or any part thereof, to any other person, firm, or corporation without prior written consent of the Village of Mount Prospect, but the Contractor may perform its obligations hereunder through its subsidiaries or divisions. Such performance of obligations by subsidiaries or divisions shall not relieve the Contractor from its obligations or change the terms of this Contract. Section 11.2. Equal Employment Opportunity. In the event of the Contractor's noncompliance with the provisions of this Section 13.2, the Illinois Human Rights Act or the Illinois Department of Human Rights Rules and Regulations, the Contractor may be declared ineligible for future contracts or subcontracts with the State or any of its political subdivisions or municipal corporations, and this Contract may be canceled or voided in whole or in part, and such other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation. During the performance of this Contract, the Contractor agrees as follows: (a) That it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, national origin or ancestry, age, physical or mental handicap unrelated to ability, or an unfavorable discharge from military service; and further, that it will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any such under-utilization. (b) That, if it hires additional employees in order to perform this Contract or any portion hereof, it will determine the availability (in accordance with the Illinois Department of Human Rights Rules and Regulations) of minorities and women in 16 CENTRAL\30978948.2 the area(s) from which it may reasonably recruit and it will hire for each job classification for which employees are hired in such a way that minorities and women are not underutilized. (c) That, in all solicitations or advertisements for employees placed by the Contractor or on the Contractor's behalf, the Contractor will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, marital status, national origin or ancestry, age, physical or mental handicap unrelated to ability, or an unfavorable discharge from military service. (d) That the Contractor will send to each labor organization or representative thereof with which it is bound by a collective bargaining or other agreement or understanding, a notice advising such labor organization or representative of the Contractor's obligations under the Illinois Human Rights Act and the Illinois Department of Human Rights Rules and Regulations. If any such labor organization or representative fails or refuses to cooperate with the Contractor in its efforts to comply with such Act and Rules and Regulations, the Contractor will promptly notify the Illinois Department of Human Rights and the Village of Mount Prospect, and will recruit employees from other sources when necessary to fulfill the Contractor's obligations thereunder. (e) That the Contractor shall submit reports as required by the Illinois Department of Human Rights Rules and Regulations, furnish all relevant information as may from time to time be requested by the Illinois Department of Human Rights or the Village of Mount Prospect, and in all respects comply with the Illinois Human Rights Act and the Illinois Department of Human Rights Rules and Regulations. (f) That the Contractor shall permit access to all relevant books, records, accounts and work sites by personnel of the Village of Mount Prospect and the Illinois Department of Human Rights for purposes of investigation to ascertain compliance with the Illinois Human Rights Act and the Illinois Department of Human Rights Rules and Regulations. (g) That the Contractor shall include, verbatim or by reference, the provisions of this Section 13.2 in every subcontract it awards under which any portion of the Waste Contract obligations are undertaken or assumed, so that such provisions will be binding upon each subcontractor. The Contractor will promptly notify the Village of Mount Prospect and the Illinois Department of Human Rights in the event any subcontractor fails or refuses to comply therewith. In addition, the Contractor will not utilize any subcontractor ineligible for contracts or subcontracts with the State or any of its political subdivisions or municipal corporations. During the term of this Contract, the Contractor shall comply in all respects with the Equal Employment Opportunity Act. The Contractor shall have a written equal employment opportunity policy statement declaring that it does not discriminate on the basis of race, color, religion, sex, national origin, disability, or age. Findings of non- 17 CENTRAL\30978948.2 compliance with applicable State or federal equal employment opportunity laws and regulations may be sufficient reason for revocation or cancellation of the Solid Waste Contract. Section 11.3. Prevailing Wage Rates. Not less than the prevailing rate of wages, as found by the Village of Mount Prospect or the Illinois Department of Labor, or determined by a court on review, shall be paid to all laborers, workers and mechanics performing work under the Solid Waste Contract. The Contractor and each subcontractor shall keep an accurate record showing the names and occupations of all laborers, workers, and mechanics employed by them on the Solid Waste Contract and showing the actual hourly wages paid to each such person. The submission by the Contractor and each subcontractor of payrolls, or copies thereof, is not required. However, the Contractor and each subcontractor shall preserve their weekly payroll records for a period of three (3) years from the date of completion of this Contract. If the Illinois Department of Labor revises the prevailing rate of hourly wages to be paid by the Village of Mount, the revised rate, as provided by the Village of Mount Prospect to the Contractor, shall apply to this Contract. Section 11.4. Performance Bond or Letter of Credit. The Contractor shall furnish to the Village of Mount Prospect a performance bond with corporate surety or an irrevocable letter of credit from a reputable banking institution to guarantee the faithful performance of this Solid Waste Contract. The performance bond or letter of credit shall be in the amount of $500,000 in a format approved by legal counsel for the Village and payable to the Village of Mount Prospect. The performance bond or letter of credit shall remain in effect for the term of the Solid Waste Contract and be delivered to the Village within ten (10) calendar days after receipt of notice of award of Contract. The Parties agree that Contractor can satisfy the provisions of this Section 11.4 by causing its current approximately $500,000 bond for residential service in the Village to be modified to include both the Residential Contract and this Agreement. Section 11.5. Provision for Telephone Calls. The Contractor shall maintain an office and a [1-800] telephone number, for the receipt of service, billing and complaint calls, and shall be available for such calls on all working days from 8:00 a.m. to 5:00 p.m. Any complaints must be given prompt and courteous attention, and in case of missed scheduled collections, the Contractor shall investigate; and if verified, shall arrange for collection of such waste within 24 hours after the complaint is received. Section 11.6. Equipment to be Used by Contractor. The Contractor agrees to collect all materials described in Section 4.1 in fully enclosed, leak-proof, modern trucks. For the collection of Recyclable Materials, the Contractor shall use trucks specifically designed for recycling service. 18 CENTRAL\30978948.2 Containers used for providing service to commercial sites shall be inspected annually by the Contractor and if necessary cleaned to keep them in sanitary condition. Said cleaning shall be at the Contractor's expense and be performed at the Contractor's location, not at the premises of the customer. The date of cleaning must be marked, with large numbers, on the front of the container. Any cleaning required more frequently than once annually, as deemed necessary by the Village, shall be at the expense of the customer served and billed directly to the customer by the Contractor. The Contractor shall provide any such additional exchange of containers approved by the Village at the rate outlined in Exhibit B. Containers damaged due to normal wear and tear, as determined by the Village, shall be exchanged at no cost to the property or the Village. Containers subjected to damage in excess of normal wear and tear, as determined by the Village, shall be exchanged by the contractor and billed to the property according to the rate outlined in Exhibit B. Equipment used for Private Service described in Section 4.3 may be open-body trucks, dump trucks and similar type equipment. When open-body trucks are used, the Contractor shall take such action as is necessary to prevent littering. Section 11.7. Compliance with Laws. The Contractor shall comply at all times with all applicable federal, State and municipal laws, ordinances and regulations at any time applicable to the Contractor's operations under this Contract with no increase to the Contractor's compensation as set forth in this Contract. The Contractor shall obtain, at its own expense, all permits and licenses required by law or ordinance and maintain the same in full force and effect. Section 11.8. Care and Performance. The Contractor shall undertake to perform all services rendered hereunder in a neat, thorough and workmanlike manner, without supervision by the Village of Mount Prospect, and to use care and diligence in the performance of all specified services and to provide neat, orderly, uniformed and courteous employees and personnel on its crews. Section 11.9. No Alcohol or Drugs. The Contractor shall prohibit and use its best efforts to enforce the prohibition of any drinking of alcoholic beverages or use of illegal drugs by its drivers and crew members while on duty or in the course of performing their duties under this Solid Waste Contract. Section 11.10. Governing Law. This Contract and any questions concerning its validity, construction or performance shall be governed by the laws of the State. Section 11.11. Severability. The invalidity or unenforceability of one or more of the terms or provisions contained in this Contract shall not affect the validity or 19 CENTRAL \30978948.2 enforceability of the remaining terms and provisions of this Contract so long as the material purposes of this Contract can be determined and effectuated. Section 11.12. Change in Law. Should a "Change in Law" occur, the Contractor shall be granted a fair and equitable corresponding rate adjustment by the Village. For purposes of this Contract, a "Change in Law" means: (i) the enactment, adoption, promulgation or modification of any federal, state or local law, ordinance, code, rule or regulation; or (ii) the order or judgment of any federal, state or local court, administrative agency or other governmental body; provided that such event materially changes the costs or ability of the Contractor to carry out its obligations under this Agreement and establishes requirements which are materially more burdensome than or in addition to applicable requirements in effect on the date this Agreement is executed. Section 11.13. Venue. The parties hereto agree that for purposes of any lawsuit(s) between them concerning this Agreement, its enforcement, or the subject matter thereof, venue shall be in Cook County, Illinois, and the laws of the State of Illinois shall govern the cause of action. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 20 CENTRAL \30978948.2 IN WITNESS WHEREOF, the Parties hereto, having been duly authorized and having taken all necessary actions required by law, have executed this Agreement with the intention that the Parties shall be bound by the terms of this Agreement. ~~;- ARC D1~:~A~MPANY, INC., an Illinois :~PO;Ua~~ Title: ~LA4C. ~v~ VILLAGE OF MOUNT PROSPECT, an Illinois municipal Corporation By: ~J/~.r~~ Title: c#/"h---- ;;EST. ~ Ti~ 30978948_2.0 C CENTRAL\30978948.2 EXHIBIT A LIST OF PROPOSED DISPOSAL AND RECYCLING SITES Sites not identified below must be approved by the Village Manager of Mount Prospect Disposal: ARC Transfer Station Mallard Ridge Landfill Recycling: ARC Transfer Station Resource Management Champion Paper CENTRAL\30978948.2 2101 S. Busse Rd, Mount Prospect, IL 60056 W8470 State Rd 11, Delavan, WI 53115 2101 S Busse Rd, Mount Prospect, IL 60056 9999 S Andersen Ave, Chicago Ridge, IL 60415 1525 Chase Street, Elk Grove, IL 60007 A-1 EXHIBIT B COST PROPOSAL COMMERCIAL REF USE COLLECTION Container Size 1 x/week 2x/week 3x/week 4x/week 5x/week 6x/week 65 gallon cart $17 $29 $41 $53 $65 $77 95 gallon cart $19 $32 $46 $59 $72 $86 1cy $34 $58 $82 $105 $129 $153 2 cy $40 $90 $130 $160 $205 $234 3 cy $80 $136 $192 $248 $304 $360 4 cy $85 $145 $204 $264 $323 $383 6 cy $120 $204 $288 $371 $456 $539 8 cy $145 $247 $348 $450 $551 $653 10 cy $185 $315 $444 $574 $703 $833 B-1 CENTRAL\30978948.2 COMMERCIAL RECYCLING COLLECTION Container Size 1 x/week 2x/week 3x/week 4x/week 5x/week 6x/week 65 gallon cart $12* $20 $29 $37 $45 $54 95 gallon cart $13* $23 $32 $41 $51 $60 1cy $24* $40 $57 $74 $90 $107 2 cy $28* $48 $67 $87 $106 $126 3 cy $56* $95 $134 $174 $213 $252 4 cy $60* $101 $143 $184 $226 $268 6 cy $84* $143 $202 $260 $319 $377 8 cy $102* $173 $244 $315 $386 $457 10 cy $130* $220 $311 $401 $492 $583 *See Note #1 % I N C R E A S E I N A B 0 V E R E F U S E A N 0 R E C Y C L I N G R A T E S June 1,2009 4% January 1, 2010 4% January 1, 2011 4% January 1, 2012 4% January 1, 2013 4% January 1,2014 4% January 1, 2015 4% GRANDFATHERED PROPERTIES Period Commencin November 1, 2008 June 1, 2009 January 1, 2010 January 1, 2011 Rate = to one 70% 90% 100% month before start of contract * % increase that grandfathered properties would see. A grandfathered property will pay the reater of their randfathered rate and the percenta e identified above of the B-2 CENTRAL \30978948.2 standard rate for that time period under this Contract. Grandfathered properties will be at the contract rates b the end of ear 3. See Note #2 ROLL-OFFS 20 c $365/ ull, loads over 4 tons $49/ton additional* 30 c $415/ ull, loads over 4 tons $49/ton additional* 40 c $465/pull, loads over 4 tons $49/ton additional* *See Note #3 CONTAINER EXCHANGE FEE The initial delivery is at no charge. After delivery, exchange fee of $20 per container for container exchan es, removal and delive . NOTES 1. Each commercial refuse customer is allowed once a week recycling service of a cart or dumpster of any size for free. 2. The collection charge for two and six yard compactor containers is two times the rate found in the Commercial Refuse Collection schedule. 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CD" ., CD CD ~ ~CD .,.. ~e . ~E~ ~.g>~ ~~~ o.U- a."'" ,,- '" If) ::o:;"C U) 0)= :::0<0 '-0'-;' ~~~ i~i E!-"u 00il!! ~~~ ~~~ 001- ._ aCl ::'o~ g~~ 0>- " N.cm f8~~ O)O~ ~N" OEU Eg'l!! 01 >-+:l 'C a... >-0:;:0 o.U" SO!!?- EXHIBIT E RECYCLING PROGRAM - RULES AND REGULATIONS The following additional rules and regulations shall apply to all commercial recycling customers. The following information will communicated, via a handout, to each customer during contractors initial visit to confirm and setup service. Acceptable Materials: . Fiber products (office paper, newspaper, cardboard, etc.) . Aluminum containers . Plastic containers Unacceptable Materials: . Glass . Tin and other metals If multiple containers are requested the size of lesser shall be subject to the provisions of Note 1 of Exhibit B regarding limited free recycling services. Identified contaminated containers will be collected as Commercial waste and the customer charged appropriately. The associated charge is $20 per container yard per occurrence. E-1 CENTRAL \30978948.2