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HomeMy WebLinkAboutADVANCED-MONTH TO MONTH CONTRACT 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Contents A. Overview Page # Section 5: Purpose and Intent 4 Section 10: Negotiation Costs 4 Section 15: Contract Term 4 Section 20: Incorporation of Exhibits 5 Section 25: Contract Limitations 5 Section 30: Definitions 5 Section 35: Augusta Responsibilities 7 Section 40: Contractor's Responsibilities 8 Section 45: Contractor's Re�resentations and Warranties 8 Section 47: LSBOP Data Collection Requirements 8 Section 50: Au sgu ta Representations and Warranties 9 Section 55: OSHA and Geor�a Law Compliance 10 Section 60: Vehicles Used in Collection 11 Section 62: Spare Vehicles 12 Section 65: One Vehicle One Purpose 12 Section 70: Disposal/Vehicle Inspections and Permits 13 Section 75: Vehicle Specifications 13 Section 80: Ownership of Equipment 14 Section 85: Asset Maintenance and Inventorv 14 Section 90: Traffic Laws, Noise Control 14 Section 95: Contractor's Office 15 B. Collection Services Section 100: Collection Area 16 Section 102: Davs of Collection 16 Section 104: Garba�e Collection 16 Section 106: Yard Waste Collection 17 Section 108: Recvcling Collection 18 Section 110: Bulky Waste collection 19 Section 112: Additional Carts 20 Section 114: Place of Collection 20 Section 116: Collection from Additional Locations 21 Section 120: Force Majeure Clean Up 21 Section 122: Eviction, Vacant Lot, Special Clean-up 22 Section 124: Augusta Clean Up Events 23 Section 126: Time of Collection 24 Section 128: 5cheduling of Collection 24 Section 130: Work on Augusta Propertv 25 Section 132: Disposal and Recvclin� Locations 25 Section 134: Ownership of Materials Collected 26 1 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Section 136: Scavenging 26 Section 138: Holidav Schedule 27 Section 140: Service Disruptions Due to Weather 27 Section 142: Service Disruptions — Non Weather 27 Section 144: Missed and Make-up Collections 28 Section 146: Minimum Cart/Bin Percentage 33 Section 148: CartBin Replacement Cost 33 Section 150: DelincLuent and Closed Accounts 33 Section 152: Meetin�s and Communication 33 Section 154: Pro�ram Information 35 C. Manner of Collection Section 200: Contractor's Res�onsibilitv 36 Section 210: Employee Conduct 36 Section 220: Emplovee Uniforms 37 Section 230: Spillage 37 Section 240: Dama�e Claims 38 Section 250: Customer Grievances 38 D. Reporting Requirements Section 300: Report/Information Specifications 39 E. Compensation Section 400: Pavment for Collection Services 40 Section 410: Pavrnent Procedure 40 Section 420: Contract Unit Price 41 Section 430: Adjustments 41 Section 440: Wage Increases for Emplovees 42 Section 450: Withholdin� and Payment of Tax Liens and Judgments 42 F. Security, Liability, Damages Section 500: Pavment Bond 43 Section 510: Performance Bond 43 Section 520: Default of Contractor 44 Section 530: Commitment of Equipment 46 Section 540: Insurance 47 Section 550: Indemnitv 50 Section 560: LiQUidated Damages 50 G. Equal Opportunity/Non-Discrimination, Drug Free Work Place Section 600: Equal Emplovment Opportunit� 53 2 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Section 610: Equal Emplovment Opportunity — Implementation 53 Section 620: Non-Discriminatorv Service 55 Section 630: Drug-Free Workplace 59 H. Ancillary Provisions Section 800: Assignment of Pled�e on Monies bv the Contractor 64 Section 805: Assignment, Subcontractin ,� Delegation of Duties 64 Section 810: Audit and Inspection 65 Section 815: Contractor Will Not Sell or Disclose Data 65 Section 820: No Publicitv 65 Section 825: Contract Rights 65 Section 830: Open Records Act 66 Section 835: Interpretation 66 Section 840: Law; Venue 66 Section 845: Discretionary Waiver of Ri t to a Jurv Trial 66 Section 855: Notices 66 Section 860: Severabilitv 67 Section 865: Interest of the Parties 6'7 Section 870: No Briberv 67 Section 875: Chan�e in Control 67 Section 880: Force Majeure 68 Section 885: Dispute Resolution 70 Section 890: Contractor Acknowledgment 70 Other Items Si ng ature pa�e 71 Example from section 146 72 Exhibits 73 End of Contract 67 3 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month SOLID WASTE COLLECTION CONTRACT BETWEEN AUGUSTA, GEORGIA (AUGUSTA RICHMOND COUNT� AND ADVANCED DISPOSAL SERVICES AUGUSTA, LLC. This solid waste collection Contract is entered into by and between, Augusta, Georgia, a consolidated local government, which is both a municipal corporation and a County, being a political subdivision of the State of Georgia, [by and through Augusta Richmond County's Solid Waste Department] hereinafter "Augusta" and Advanced Disposal Services Augusta, LLC. of Augusta "Contractor" to provide for Garbage, Yard Waste, Recycling and Bulky Waste collections from Units located within the Collection Area (as hereinafter defined). The parties, in consideration of the promises, representations and warranties contained herein, agree as follows: A. Overview Section 5. Purpose and Intent — Legal Relationship of Parties This Contract creates the legal relationship of independent Contractor by and between Advanced Disposal Services Augusta, LLC. and Augusta. This Contract engages Advanced Disposal Services Augusta, LLC. of Augusta to collect Garbage, Yard Waste, Recycling and Bulky Waste from Units within the Collection Area. Section 10. Nesotiation Costs The Contractor shall bear its own cost of negotiating this Contract and developing all required materials. Augusta shall not be charged for any services or other work performed prior to the Start Date. Section 15. Contract Term This Contract is entered into on this day of , 2011 (`Bffective Date"). The collection services will begin on January 1, 2012 ("Start Date") and automatically renew on a month to month basis, ending at Midnight on the end date. Augusta must provide Contractor a minimum of 14 fourteen days notice of its intent to cancel the Contract. If the Contract is extended, the same terms, conditions, and methods of payment shall apply during the extension period. Contractor must provide Augusta a minimum of 90 ninety days notice of its intent to terminate the Contract. Section 20: Incorporallon of Exhibits 4 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 1. The Contractor and Augusta acknowledge and agree that each of the following exhibits is attached to this Contract and is incorporated into and made a part of this Contract by reference: Exhibit A: Collection Area Exhibit B: Rate Table Exhibit C: Force Majeure Rate Table Exhibit D: Eviction/Vacant Lot Rate Table 2. If there is a conflict between any exhibit and the Contract, the provisions of the exhibit shall prevail. Section 25: Contract Limitations At the time of award, the Contractor shall not be awarded or have control of more than 50% of the total number of Units. During the term of the agreement, no Contractor shall have control of more than fifty percent (50%) of the total number of Units. An exception will be made for natural population growth within a Collection Area. Section 30. Definitions In addition to Capitalized terms that are defined elsewhere, the following meanings apply: Bins: A water-tight plastic container that is provided by Augusta, that shall not be less than 65 gallons in capacity, fitted with a sturdy handle, roll able and a tight fitting lid, for the purpose of collecting Recycling. Bulky Waste: Refers to furniture, appliances, tires, and other items too large to be reasonably placed into a Cart as defined herein with a size limit of, not larger than five (5) feet in length, five (5) feet in height and ten (10) feet in width. Construction debris shall be limited to an amount that is equal to 25% of the allowable pile by volume. C&D: Construction/Demolition waste means waste of building materials and rubble resulting from construction, remodeling, repair and demolition operations on pavements, houses and other structures. Such wastes include but are not limited to wood, lumber, wall board, concrete, brick, metals, and other items attributed to construction and demolition. 5 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Cart: A water-tight plastic container that is provided by the Contractor, that shall not be less than 95 gallons in capacity, fitted with a sturdy handle, roll able and a tight fitting lid, for the purpose of collecting Garbage. Collection Area: The physical area for which the Contractor has been contracted to provide services to. Contractor: Individual or firm contracted to provide services under this Contract. Contract: Document containing all provisions and specification that Augusta and the Contractor must abide by and/or meet. Garbage: All discarded waste, food, paper, glass, plastic, leather, textiles, cans, and/or other materials normally associated with common household waste. Handicapped/ Special Needs: Individual(s) who can provide verifiable proof of a disability, a limitation, or a special need which limits their ability to place waste to the curb or right of way. Hazardous Waste: Refers to Hazardous Waste, which is defined and published in the Georgia Hazardous Waste Management Act (Official Code of Georgia Annotated § 12-8-61, et. seq.) and incorporated herein by reference. Hazardous Waste is potentially dangerous by-products of our highly industrialized society, which cannot be handled, treated, or disposed of without special precautions. Hazardous Waste includes, but is not limited to, ignitable, corrosive, reactive, and toxic wastes such as acetone, gasoline and industrial alcohols, alkaline cleaners, acids, cyanide and chlorine, arsenic, pesticide wastes, paint, caustics, infected materials, offal, fecal matter (human and animal) and explosives. Hazardous Waste does not include solid waste that is Household Waste, including household waste that has been collected, transported, stored, treated, disposed, recovered (e.g. refused-derived fuel) or reused, all as defined by the Georgia Hazardous Waste Management Act. Holiday Overloads: Extra waste generated in association with a Federal, State, or Locally recognized holiday. LSBOP: Augusta, Georgia Local Small Business Opportunities Program Red Tag: A notification given to the customer for the purposes of informing/educating with the intent of eliminating future issues 6 2411 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month related to collections of Garbage, Recycling, Yard Waste, and Bulky Waste. Recycling: Refers to paper, cardboard, newspaper, plastic, aluminum, bi- metal, steel, tin, and other similar items. Section: A defined subset of customers within the Collection Area. Tire: Any rubber cushioning from a wheel which will include automobiles, trucks, bicycles, and other small vehicles, not to exceed seventeen (17) inches. Unit: A location approved to have the service(s) under this Contract. Yard Waste: Plant material (leaves, grass clippings, branches, brush, flowers, roots, wood waste, etc.); debris commonly thrown away in the course of maintaining yards and gardens, including sod; and biodegradable waste, but excludes loose soil, Garbage, food waste, plastics, synthetic fibers, lumber, human or animal excrement, or soil contaminated with hazardous substances. Section 35: Augusta Resnonsibilities Augusta shall be responsible for: 1. Making timely payments required by this Contract. 2. Inspecting Contractor performance, mediating and adjusting customer grievances. Augusta may require special and other services as contemplated in this Contract. 3. Specifying each customer's level and type of collection service. 4. Supply Carts and/or Bins as defined by this agreement. 5. Pay disposal costs as defined by this agreement. Section 40: Contractor's Resnonsibilities The Contractor shall be responsible far: 7 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month l. Furnishing all skilled labor, equipment, materials, supplies and utility services required for providing all services in accordance with this Contract unless otherwise noted within the Contract. 2. All actions and activities of its subcontractors. 3. Supplying all records, reports, and information required by this Contract. 4. Securing at Contractor's expense, all governmental pernuts and licenses and required regulatory approvals (including all required by Augusta Ordinances). 5. Timely paying of all applicable taxes. 6. Complying with applicable laws and regulations. 7. Performing all work in a timely, professional manner. 8. All wage increases for Contractor's collectors or other employees, any benefits or added costs resulting from changes in technology, laws, regulations, labor, supplies, practices, availability of equipment, and other business risks that may affect the performance of this Contract. a. Should there be an extraordinary change in a law(s), rules, or regulations related to fuel taxes, disposal fees, or the addition or imposition of solid waste fees or taxes on services that impact the true cost of this contract, the Contractor and/or Augusta shall have the right to petition for an equitable adjustment. Section 45: Contractors Representations and Warranties 1. Organization and Oualification. The Contractor is duly incorporated or otherwise legally organized and, validly existing and in good standing under the laws of the State of Georgia, and has all requisite power and authority to enter into and perform its obligations under this Contract. 2. Authoritv. a. The Contractor has the authority to execute this Contract, to make the representations and warranties set forth in it and is appropriately skilled, organized and financially able to perform the obligations of Contractor under this Contract in accordance with its terms. b. This Contract has been validly executed by the authorized representatives of the Contractor and constitutes a legally binding, enforceable obligation of Contractor. 3. Government Authorizations and Consents. The Contractor has or will obtain prior to the commencement date such licenses, pernuts, and other 8 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month authorizations from federal, state, and other governmental authorities, as are necessary for the performance of its obligations under this Contract. 4. Compliance With Laws. The Contractor is not in violation of any applicable law, ordinance or regulation, the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Contract. The Contractor is not subject to any order or judgment of any court, tribunal, or governmental agency which could materially and adversely affects its operations or assets in the State of Georgia, or its ability to perform its obligations under this Contract. 5. Accuracv of Information. None of the representations or warranties in this Contract and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Contract, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 6. Independent Examination. In accepting these responsibilities, the Contractor represents and affirms that it has made its own examination of all conditions, facilities, and properties affecting the performance of this Contract and of the quantity and expense of labor, equipment, materials needed, and of applicable taxes permits and laws. The Contractor affirms that within the Collection ArealSection(s) it is aware of the present placement of collection Carts at the curb, alley, or backyard locations, and the present location of Handicapped/Special Needs customers. The Contractor represents and warranties that it is capable of continuing to collect Carts from their present locations. Section 47: LSBOP Data Collection Reauirement In accordance with Chapter l OB of the AuGUSTA, GA. CoDE, Contractor expressly agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opporiunity Program and to make such records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity Program can be found at www.au�,usta��. In accordance with AuGUSTA, GA. CoDE § 1-10-129(d)(7), the contractor is required to provide local small business utilization reports. Contractor shall report to Augusta, Georgia the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payrnent to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, 9 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month including but not limited to, withholding payment from the contractor and/or collecting liquidated damages. Section 50: Augusta Representations and Warranties Augusta represents and warrants to the Contractor as follows: 1. Organization and Qualification. Augusta is a political subdivision of the State of Georgia and has all requisite corporate power and authority to enter into and perform its obligations under this Contract. 2. Authoritv. a. Augusta has the authority to execute this Contract, to make the representations and warranties set forth in it and to perform the obligations of Augusta under this Contract in accordance with its terms. b. This Contract has been validly executed and constitutes a legally binding and enforceable obligation of Augusta. 3. Government Authorizations and Consents. Augusta has such licenses, permits and other authorizations, as are necessary for the performance of its obligations under this Contract, and no consent, approval, or authorization of or declaration, registration or filing with any governmental or regulatory body is required to be obtained or made by Augusta as a prerequisite to its execution of this Contract or its performance of its obligations contemplated hereby. 4. Compliance With Laws. Augusta is not in violation of any applicable law, ordinance or regulation, the consequence of which will or may materially affect Augusta's ability to perform its obligations under this Contract. Augusta is not subject to any order or judgment of any court, tribunal, or governmental agency which materially and adversely affects its operations or its ability to perform its obligations under this Contract. 5. Accuracy of Information. None of the representations or warranties in this Contract and none of the documents, statements, certificates or schedules furnished or to be furnished by Augusta pursuant hereto or in connection with the performance of the obligations contemplated under this Contract, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. Section 55: OSHA & Geor�ia Law Compliance — Health & Environmental 1. The Contractor shall comply with the Federal Occupational Safety and Health Act of 1970, as amended (OSHA) and the Official Code of Georgia and with 10 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month the standards and regulations issued to implement these statutes from time to time. 2. The Contractor is also responsible for meeting all pertinent local, state and federal health, safety and environmental laws, regulations, and standards applying to collection of Garbage, Yard Waste, Recycling and Bulky Waste. Section 60: Vehicles Used in Collection 1. All vehicles used for collection shall be registered with the State of Georgia Deparhnent of Motor Vehicles, and shall be kept in a clean and sanitary condition and a state of good appearance and repair, and shall be painted in a uniform manner. 2. All collection vehicles shall be painted by Contractor in Contractor's color(s). Color(s) and color schemes are subject to approval by Augusta, in its reasonable discretion. Vehicles shall be uniquely numbered. Contractor's name and vehicle number shall be painted in a contrasting color, at least four inches high on each side of the vehicle and on the rear of the vehicle. The Contractor shall place a sign and/or text as determined by Augusta, which may include a Augusta customer service telephone number on all collection vehicles on each side and the rear of the vehicle. All collection vehicles shall be kept in a clean and sanitary condition. 3. All collection vehicles or personnel must be equipped with a communication device (i.e. cell phone or radio) which allows for immediate communication between the collection vehicle and a supervisor, and/or the Contractor's office. 4. Collection vehicles shall be sufficient to service all participating Units for which they are intended to service at the frequency of collection specified and able to handle special requirements of the Contract including adverse weather and holiday overloads. 5. All vehicles used by management personnel, including route supervisors, operations manager, etc. shall be equipped with cell phones with voice mail so that they can be contacted by Augusta. 6. All vehicles operated under the authority of this Contract shall be driven in compliance with Uniform Rules of the Road and Georgia State traffic laws and, where applicable, Augusta's codes, ordinances, and rules. 7. The Contractor's collection vehicles shall be used only on this Contract, unless advanced written approval is given by Augusta. The Contractor may use collection vehicles from other sources or use Contract vehicles for other operations only with the prior written approval of Augusta. Should Augusta authorize either of the above mentioned approvals, at no time may non- 11 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month contract waste be included with Contract waste. This provision is subject to Section 560. 8. The Contractor shall not park or store any collection vehicles on Augusta property. Should Augusta identify that a vehicle violates this provision; the Contractor shall be notified by phone, fax, or e-mail. Should the vehicle not be removed in a reasonable period, or should the vehicle become a nuisance, a safety issue, or an operational issue, the vehicle will be towed out of the way or to the Contractors shop, at the Counties discretion, at the sole expense of the Contractor. Said expense will be deducted from the amount owed to the Contractor for the current month. 9. The Contractor shall make a reasonable effort to empty each collection vehicle at the end of each day. Section 62: Spare Vehicles 1. The Contractor shall have a minimum spare ratio sufficient to provide quality service under this Contract. Spare vehicles shall be allowed to collect from any route, collecting any material. Spare vehicles shall meet the appropriate standards set forth herein for normal vehicles. Spare vehicles will be counted toward the average age of the fleet. 2. The Contractor shall be responsible for ensuring that spare assets are available for each subcontractor to meet the above stated standard. 3. When a spare vehicle is used, notification to Augusta must be received in advance. The advanced notice shall include at a minimum, the date, truck number, route it will be servicing, and commodity serviced. Other information may be reasonably requested by Augusta. Advance notice type shall be by fax or e-mail, or other reasonable communications as determined by Augusta. Section 65: One Vehicle One Purqose Under this Contract, each collection vehicle shall be designated to collect one (1) type of material such as Garbage, Yard Waste, Recycling, or Bulky Waste. The collection vehicle may not be allowed to switch commodities collected without the prior written approval of Augusta. Consideration will be given to Contractors wishing to: 1. Utilize multi-collection type vehicles. 2. Technology and/or processing advances. 12 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 3. Bulky waste collections, as long as materials are acceptable at the appropriate disposal site. 4. Improve utilization of assets. 5. Other considerations as may arise. Any consideration request must be made in writing. Augusta's decision to the consideration request shall be fmal and binding. Section 70: DisposaWehicle Insuections and Permits 1. The Contractor is responsible for any and all fees associated with disposal permits, inspection fees, truck stickers, etc. These pernuts shall be timely obtained and/or posted and/or may be required by a solid waste disposal site, a licensing authority, a government, by truck, by commodity or some other item or combination. 2. The Augusta landfill will charge a one hundred dollar ($100) annual fee for each disposal sticker required. Section 75: Vehicle Specifications 1. On or before the Start Date of this Contract, all vehicles used in collections shall be in good operating order. All collection equipment used under this Contract shall meet all applicable state and federal safety standards. 2. Should a vehicle use a cart tipper/dumper, it shall be designed to empty carts pursuant to ANSI Z245.60-1999 and ANSI Z245.30-1999. Cart tippers/dumpers which do not meet this requirement shall not be used. If a cart tipper/dumper is used that does not meet the above mentioned specification, the Contractor shall be responsible for all damages to Carts to include the cost of repair or replacement. 3. All collections vehicles used to perform functions under this Contract shall be equipped with the following in complete and sound working order: a. Ambient noise back-up alarm. b. Back-up camera with monitor visible from any driving position. c. A 10 pound fire extinguisher. d. A first aid kit. e. Minimum of three safety marking devices (flares, or reflective triangles). f. A rear-mounted strobe light activated while collecting materials. g. Spill kit of a size to handle operational spills. 4. All supervisors vehicles used to perform functions under the Contract shall be equipped with the following in complete and sound working order: 13 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month a. A 10 pound fire extinguisher. b. A first aid kit. c. Minimum of three safety marking devices (flares, or reflective triangles). d. Spill kit of a size to handle operational spills. Section 80: Ownershin of Equiument 1. All vehicles, facilities, equipment, and property used in the performance of this Contract shall be wholly owned by the Contractor, provided, that leases, conditional sales contracts, mortgages, or other agreements for the use or financing the purchase of vehicles, facilities, equipment, and property may be allowed with the prior written approval of Augusta. 2. No further encumbrance shall be placed upon any such vehicles, facilities, equipment, and property without the prior written approval of Augusta. Section 85: Asset Maintenance and Inventorv The Contractor shall provide Augusta, prior to the Start Date, a complete inventory showing property, buildings, key assets, and each vehicle (make, model, type, capacity, age, commodity collected, truck number, and VIN) used for performing the Contract. The Contractor may change equipment from time to time with the prior written approval of Augusta, not to be unreasonably withheld. The Contractor shall maintain assets and a vehicular fleet during the performance of the Contract at least equal substantially to that described in the inventory. Section 90: Traf�c Laws. Noise Control All vehicles must operate in conformity with all federal, state and local laws, rules, or ordinances related to traffic and noise control. Section 95: Contractor's Of�ce The Contractor shall maintain within fifteen (15) miles of Augusta, Georgia (Augusta- Richmond County) an office with local telephone service and such staff as needed to receive and respond to complaints, requests for missed collections, and other coordination with citizens and Augusta staff. Phone service shall include phone lines and voice mail adequate to handle the citizens' and Augusta's demand as reasonably necessary, cable modem internet access or equivalent speed, as well as designated e-mail account(s) to be used with this Contract. Any voice message or e-mail shall be responded to/returned by the Contractor's office staff within sixty (60) minutes. Office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday. The office shall be open 8:00 a.m. to noon any Saturday after a holiday, or on any Saturday that a regularly scheduled route is operated. The Contractor shall also provide a local telephone number where the Contractor may be contacted at any time by Augusta. 14 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Augusta, Georgia may, at reasonable times, inspect the Contractor's office for reasons that are pertinent to the performance of this contract. B. Collection Services Section 100: Collection Area The Contractor shall provide all collection services called for in this Contract within the following area: See Exhibit A for a general overview of the Collection Area(s), however; Augusta will assign and the Contractor will retain their currently awarded/designated Collection Areas. For Contractors utilizing subcontractors, the subcontractor(s) Collection Areas/Sections may not be altered from their existing state without the prior written approval of Augusta. Augusta reserves the right to request and/or negotiate with the Contractors to swap/exchange portions of Collection Areas throughout the life of this Contract. Section 102: Davs of Collection The Contractor shall make all collections on the days of Monday through Friday, or as otherwise required by Augusta due to the nature of the services provided. Any deviations to this shall have prior written approval from Augusta, and Augusta shall have the final and sole decision. Section 104: Garba�e Collection Garbage shall be collected twice weekly on a set schedule: 1. The Contractor shall collect the following materials as Garbage: All discarded waste, food, paper, glass, plastic, leather, textiles, cans, and/or other materials normally associated with household waste. 2. The Contractor shall collect Garbage from designated Units which have been placed in the appropriate Cart for collection. 3. The Contractor and Augusta may by mutual agreement establish other reasonable specifications regulating the size, quantity, configuration, and placement of Garbage eligible for collection. 4. The Contractor shall exercise good faith to ensure that Yard Waste and/or Recycling materials which a customer has properly segegated are not placed in the collection vehicle that collects Garbage. Intentional disposal of Yard Waste and/or Recycling with Garbage shall be subject to Section 560 of this Contract. 15 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 5. The Contractor shall collect Garbage which is placed for collections that are in accordance with this Contract. It shall be the Contractor's responsibility to give notice to Augusta staff if it believes Garbage is not prepared and/or located per the Contract specifications. Should the Contractor fail to notify Augusta about a specific Unit(s) that it believes does not meet the conditions of the first sentence of this paragraph than it shall be the Contractors responsibility to collect all such Garbage from such Units(s) as if it was disposed of properly pursuant to the terms of this Contract. 6. If Garbage is left uncollected, the Contractor will leave an explanation (red tag) to help the customer correct the problem and avoid it in the future. Should the Contractor fail to leave a red tag for the customer, it shall be the Contractors responsibility to collect all such wastes left behind as if it was disposed of properly pursuant to the terms of this Contract. Section 106: Yard Waste Collection 1. Yard Waste shall be collected once every week with the first Garbage collection of the week for the same Units. 2. The Contractor shall collect the following materials as Yard Waste: plant material (leaves, grass clippings, branches, brush, flowers, roots, wood waste, etc.); debris commonly thrown away in the course of maintaining yards and gardens, including sod; and biodegradable waste as approved by Augusta. The Contractor shall not collect as Yard Waste loose soil, Garbage, food waste, plastics, synthetic fibers, lumber, human or animal excrement, or soil contaminated with hazardous substances. 3. The Contractor shall collect Yard Waste from designated Units which have been placed in piles, bundles, marked, identified, or open top cans or in a kraft paper bag not to exceed 32 gallons in capacity. The Contractor shall not collect Yard Waste cans, kraft bags or bundles that are in excess of fifty (50) pounds each. The Contractor shall not collect Yard Waste that has been placed in plastic bags. Christmas trees will be eligible for collection as Yard Waste, and are not required to meet the above stated standards so long as lights and decorations have been removed. 4. The Contractor shall collect all Yard Waste with size limits of, not larger than five (5) inches in diameter nor longer than five (5) feet, and stacked in piles not to exceed five (5) feet in height, five (5) feet in width and 10 feet in depth. 5. The Contractor and Augusta may by mutual agreement establish other reasonable specifications regulating the size, quantity, configuration, and placement of Yard Waste eligible for collection. 6. The Contractor shall exercise good faith to ensure that non Yard Waste materials are not placed in the collection vehicle. The Contractor shall not 16 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month knowingly collect Yard Waste contaminated by fecal matter, unsegregated Garbage, hazardous substances or other ineligible material. 7. The Contractor shall collect Yard Waste which is placed for collections that are in accordance with this Contract. It shall be the Contractor's responsibility to give notice to Augusta staff if it believes Yard Waste is not prepared and/or located per the Contract specifications. Should the Contractor fail to notify Augusta about a specific Unit(s) that it believes does not meet the conditions of the first sentence of this paragraph than it shall be the Contractors responsibility to collect all such Yard Waste from such Units(s) as if it was disposed of properly pursuant to the terms of this Contract. 8. If Yard Waste is left uncollected, the Contractor will leave an explanation (red tag) to help the customer correct the problem and avoid it in the future. Should the Contractor fail to leave a red tag for the customer, it shall be the Contractors responsibility to collect all such wastes left behind as if it was disposed of properly pursuant to the terms of this Contract. Section 108: Recvcling Collection 1. Recyclables shall be collected once every week with the second Garbage collection of the week for the same Units on a set schedule. 2. The Contractor shall collect the following materials as Recycling: paper, cardboard, newspaper, plastic, aluminum, bi-metal, steel, tin, and other items determined to be recyclable by Augusta. 3. The Contractor shall collect Recycling from designated Units which has been placed in the appropriate Bin for collection. 4. The Contractor and Augusta may by mutual agreement establish reasonable specifications regulating the size, quantity, configuration, and placement of Recycling eligible for collection. 5. The Contractor shall use reasonable efforts to ensure that non-recyclable materials are not placed in the collection vehicle. The Contractor shall not knowingly collect Recycling containing unsegregated Garbage, Yard Waste, hazardous substances or other ineligible material. 6. The Contractor shall collect Recycling which is placed for collections in accordance with this Contract. It shall be the Contractor's responsibility to give notice to Augusta staff if it believes Recycling is not prepared and/or located per the Contract specifications. Should the Contractor fail to notify Augusta about a specific Unit(s) that it believes does not meet the conditions of the first sentence of this paragraph than it shall be the Contractors 17 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month responsibility to collect all such Recycling from such Units(s) as if it was disposed of properly pursuant to the terms of this Contract. 7. If Recycling is left uncollected, the Contractor will leave an explanation (red tag) to help the customer correct the problem and avoid it in the future. Should the Contractor fail to leave a red tag for the customer, it shall be the Contractors responsibility to collect all such wastes left behind as if it was disposed of properly pursuant to the terms of this Contract. Secfion 110: Bulkv Waste Collection 1. Bulky Waste shall be collected once every week with the second Garbage collection of the week for the same Units on a set schedule. 2. Bulky Waste refers to furniture, appliances, tires, and other items too large to be reasonably placed into a Cart as defined herein with a size limit of, not longer than five (5) feet, and stacked in piles not to exceed five (5) feet in height, five (5) feet in width and 10 feet in depth, or equivalent volume. Construction debris shall be limited to an amount that is equal to 25% of the allowable pile by volume. 3. The Contractor shall collect Bulky Waste from designated Units which have been placed to the curb for collection. 4. The Contractor and Augusta may by mutual agreement establish reasonable specifications regulating the size, quantity , configuration, and placement of Bulky Waste eligible for collection. 5. The Contractor shall use reasonable efforts to ensure that non Bulky Waste materials are not placed in the collection vehicle. The Contractor shall not collect Bulky Waste containing unsegregated Garbage, Yard Waste, hazardous substances or other ineligible material. 6. No more than two (2) tires shall be collected from any single Unit per collection. 7. Prior to disposal of any item containing refrigerant, the Contractor shall have had the refrigerant removed/properly recycled by a licensed company in business to do such work. Such proof may be required by a disposal facility, or Augusta. The removal/properly recycling of refrigerant shall be at the sole cost of the Contractor. 8. The Contractor shall collect Bulky Waste which is placed for collections that are in accordance with this Contract. It shall be the Contractor's 18 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month responsibility to give notice to Augusta staff if it believes Bulky Waste is not prepared and/or located per the Contract specifications. Should the Contractor fail to notify Augusta about a specific Unit(s) that it believes does not meet the conditions of the first sentence of this paragraph than it shall be the Contractors responsibility to collect all such Bulky Waste from such Units(s) as if it was disposed of properly pursuant to the terms of this Contract. 9. If Bulky Waste is left uncollected, the Contractor will leave an explanation (red tag) to help the customer correct the problem and avoid it in the future. Should the Contractor fail to leave a red tag for the customer, it shall be the Contractors responsibility to collect all such wastes left behind as if it was disposed of properly pursuant to the terms of this Contract. Section 112: Additional Carts l. The residents of the Contract Area may request one or more additional Carts and/or Bins from the Contractor for an additional volume of collection. 2. The Contractor will be paid for extra Carts at the rate specified in Exhibit B. 3. All additional Carts and/or Bins must be approved by Augusta prior to being delivered. Section 114: Place of Collection 1. The normal collection point for Garbage, Yard Waste, Recycling and Bulky Waste shall be at curbside or at the right of way. Special arrangements may be made by both Augusta and the Contractor on a case-by-case basis to accommodate extraordinary situations. 2. Augusta on a case-by-case basis may require alley collection. If alley collection is required, Augusta will work reasonably with the Contractor and the affected customer(s) to get all services to the alley to prevent collection from both the alley and the street. 3. Augusta shall monitor any collection routes or a portion of a route on a regular basis to determine if the Contractor is placing CartsBins back in their original locations in a neat and orderly manner after collection. Carts/Bins shall be carefully handled by the Contractor and shall be thoroughly emptied and left substantially near to the location where it was found and standing upright This wark shall be done in a sanitary manner and the Collector shall immediately pick up any waste spilled by the Contractor. 4. The Contractor shall provide special service(s) for those individuals who are unable to place their Carts/Bins out for collection in the usual manner due to being Handicapped/Special Needs at a place mutually agreeable between 19 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Augusta and the Contractor. Any dispute over the correct placement for individuals Handicapped/Special Needs will be fmally determined by Augusta. In the event that the Contractor is to provide back door service, the property owner must sign a waiver of liability and return it to the Contractor and Augusta. 5. If it would appear to a reasonable person that the Contractor is not placing Carts/Bins back substantially near their original locations in a neat and orderly manner, the Carts/Bins upright, and thoroughly emptied then the Contractor could face damages as stated in Section 560 Liquidated Damages. Section 116: Collection from Additional Locations Augusta may add additional collection points within the Collection Area at its sole option. This could include items such as Augusta Cans, Bus Stops, Businesses, Augusta Buildings, or any other locations as directed by Augusta. Areas of Augusta that were not included in the awarded Collection Area's may be added to an awarded Collection Area at a later date. Should services be required that are not called for in this Contract, the Contractor and Augusta may negotiate to provide said services at a negotiated service level and cost. Section 120: Force Maieure Clean Un 1. The trigger event for this section shall be when the following items are all met: a. Augusta enacts the Emergency Management Center and; b. The Contractor is asked to provide services above and beyond the services normally provided for by this Contract. 2. In the event of a Force Majeure that requires clean up, Augusta must make all requests in writing. The Contractor shall have twenty-four (24) hours after receipt of written notice to start the clean-up project unless Contractor can demonstrate the timeline is unreasonable and shall finish such project within a reasonable time. 3. The Contractor will be paid at the rate(s) specified in E�ibit C of this Contract. 4. Under this provision, Augusta may alter the specifications of the Garbage, Recycling, Yard Waste, and Bulky Waste to fit the needs of the situation. 20 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 5. Augusta at its sole option may authorize the Contractor to temporarily discontinue one type of service to provide additional resources to other service types. 6. The Contractor shall document the resources used, time to collect, volume and/or weight, or other statistical data as requested for each assigned project as requested by Augusta. 7. To establish "normal volumes", Augusta will average the previous three (3) months tonnages hauled for the specific commodities prior to the event. Then subtract that from the total Force Majeure Clean Up volumes for each month of the clean up. This will determine the additional volumes collected, and the monthly event tonnage that will be paid for the monthly amounts above the three prior month's average. 8. Should Augusta decide to discontinue one type of service and replace it with another; the discontinued services average volumes for the previous three (3) months will be deducted from the Force Majeure volumes to accurately reflect the increased volumes due to the event. Section 122: Eviction, Vacant Lot, Suecial Clean-up 1. Augusta may require the Contractor to collect from an eviction. If the materials are not in compliance with other provisions of this Contract the Contractor will be paid at the rate specified in Appendix D of this Contract. 2. Augusta may require the Contractor to collect from a vacant lot. If the Contractor collects waste from a vacant lot, the Contractor will be paid at the rate specified in Appendix D of this Contract. 3. Augusta may require the Contractor to collect waste from a property as a special clean-up. If the Contractor collects waste under this provision, the Contractor will be paid at the rate specified in Appendix D of this Contract. 4. All materials under this section will be placed to the curb for collection. 5. Augusta shall make all requests in writing under this section. The Contractor shall have twenty-four (24) hours from receiving the request to collect said materials. 6. The Contractor shall document the resources used, time to collect, volume and/or weight, or other statistical data as requested for each assigned project as requested by Augusta. 21 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Section 124: Augusta Clean-uu Events During the term hereof, Contractor shall provide the following Clean-up events at no additional charges: 1. Masters Event — In the full week preceding, during and after the Masters Golf Tournament, an unlimited amount of Garbage shall be collected so long as the following is met: a. Garbage shall be placed in boxes, bags, cans or other means to properly secure it from blowing away prior to collection, and shall not exceed fifty (50) pounds in weight per box, bag, can, etc. Section 126: Time of Collection The Contractor shall make collections between 6:00 a.m. and 6:00 p.m. Monday through Friday, and 6:00 a.m. to 12:00 p.m. on Saturday if a route is run on that day unless Augusta authorizes an extension of hours. Such authorizations must be in writing and be prior to any extended hours of operation. An additional extension of hours will be granted on the Saturday following a holiday that is acknowledged in the Contract (Section 138). Those collection hours shall be 6:00 am to 6:00 p.m. Section 128: Scheduling of Collection 1. For collection of Garbage, the Contractor shall divide the Collection Area into two reasonably equal collection sectors, with one sector to be collected each Monday and Thursday, and the other sector collected each Tuesday and Friday. 2. The two collection sectors shall be bounded by natural boundaries, such as bodies of water, major highways or arterials when at all possible. Any boundaries that are on secondary or residential roads shall be divided on the back of property lines to ensure both sides of the street are collected on the same day and route. Collections shall be made from Units on a regular schedule on the same day at approximately the same time. 3. Not less than thirty (30) days prior to the start date of this Contract, the Contractor shall supply Augusta with a map of the Collection Area showing the day(s) of the week for which Garbage, Yard Waste, Recycling and Bulky Waste shall be collected from each sector. Each sector shall be labeled with the day of collection. A second map shall be created for each sector that shall include route boundaries, route numbers, and the truck numbers that will normally collect the route for each commodity/service. Maps must be generated in a format acceptable to Augusta. Maps must be defined well 22 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month enough, with enough detail, that Augusta staff may electronically recreate said maps. 4. At least thirty (30) days prior to the start date, the Contractor will notify all Units by direct mail or door hanger, to the service address, of the collection day(s) services will be performed. Notifications shall be in a pre-approved format. 5. Should the Contractor wish to alter routes or days of collection, the Contractor shall provide Augusta at least twenty one (21) days' notice. Any customers affected by a day change must be notified at least seven (7) days prior to the change via direct mail or door hanger to the service address, and all changes will be made in the first full week of a month. The Contractor shall provide Augusta an electronic listing of the changes at least seven (7) days prior to the date of the change. The form of notice to the customer shall be subject to the approval of Augusta 6. Augusta shall have the opportunity to review and approve any and all routes, day of collection changes or any other changes effecting service and schedules. All requests to alter the current service or schedule shall be made in writing. After approval and before implementation, Augusta shall receive updated maps of the Collection Area indicating the changes in service and/or schedule at a level equal to those listed above. Section 130: Work on Augusta Pronerty The Contractor will ensure that its employees shall, whenever on Augusta's property, obey all instructions and directions issued by Augusta to include posted signs. The Contractor agrees that its personnel and the personnel of its subcontractors will comply with all rules, regulations and security procedures of Augusta when on Augusta property. Section 132: Disuosal and Recvcling Locations 1. The Contractor shall deliver all Garbage collected under this Contract to Augusta's Landfill located at 4330 Deans Bridge Road, Blythe, Georgia 30805, or such other locations as Augusta may designate, and shall deposit the material collected in the manner directed. 2. The Contractor shall deliver all Yard Waste collected under this Contract to Augusta's Landfill located at 4330 Deans Bridge Road, Blythe, Georgia 30805, or such other locations as Augusta may designate, and shall deposit the material collected in the manner directed. 3. The Contractor shall deliver all Recycling collected under this Contract to Augusta's Landfill located at 4330 Deans Bridge Road, Blythe, Georgia 23 � 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 30805, or such other locations as Augusta may designate, and shall deposit the material collected in the manner directed. 4. The Contractor shall deliver all Bulky Waste collected under this Contract to Augusta's Landfill located at 4330 Deans Bridge Road, Blythe, Georgia 30805, or such other locations as Augusta may designate, and shall deposit the material collected in the manner directed. 5. All items collected and required to go to Augusta's Landfill shall be delivered Monday through Friday by 5:00 p.m. and Saturday by 12:00 p.m. 6. No disposal fees shall be charged for disposal of Garbage, Yard Waste, Recycling or Bulky Waste. Augusta shall bear all cost(s) associated with disposal. 7. Augusta has the right from time to time to change the hours of operation at Augusta's Landfill. 8. Augusta has the right from time to time to change the disposal facility for any given commodity which may have different hours of operation than the current disposal facility. 9. Should Augusta elect to change the disposal facility/location, which causes a significant cost increase to the Contractor, the Contractor may petition Augusta for an equitable adjustment. If the change in the disposal facility/location causes a significant cost decrease to the Contractor, Augusta may petition the Contractor for an equitable adjustment. 10. The Contractor shall require that all personnel who exit any vehicle at the Landfill or other disposal facility must wear a"hard hat" at all times and high visibility clothing as set fourth in Section: 220. 11. Any time that materials are not disposed of at the Landfill located at 4330 Deans Bridge Road, Blythe, Georgia 30805, documentation of disposal will be required. Documentation needs will be set by Augusta but could include items such as yardage, tonnage, date, time, ticket number, copies of tickets, etc. Section 134: Ownership of Materials Collected Collected Garbage, Yard Waste, Recycling, and Bulky Waste shall be the property of the Contractor until the collected Garbage, Yard Waste, Recycling, and Bulky Waste is disposed of at the assigned disposal facility. Once materials are disposed of at the assigned disposal facility, the materials collected shall be the property of Augusta or owner of said disposal facility, subject to the right of a customer to claim lost property of value. 24 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Section 136: Scavenging No "scavenging" by the Contractor, Subcontractor(s) or any of their employees shall be allowed. Scavenging means sorting through Garbage, Yard Waste, Recycling, or Bulky Waste while collecting, looking for items of possible value or picking out individual pieces for reuse while loading or unloading. Scavenging excludes searches by the original owners for valuables accidentally misplaced or that may be lost. Section 138: Holidav Schedule The Contractor shall provide collection services on all legal holidays except New Years Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving, and Christmas. Material regularly scheduled to be collected Thanksgiving Day shall be collected on Friday, the day after Thanksgiving. Friday's material shall be collected on Saturday. If Christmas, New Years Day, Memorial Day, Fourth of July, or Labor Day falls on a regularly scheduled workday, collections will be delayed one day and Friday's materials shall be collected on Saturday. Should a holiday fall on a Saturday or Sunday, no adjustments will be made. Waste will be collected on the regular schedule on the following week. The Holiday Schedule may be amended from time to time, to meet the needs or wishes of Augusta. Section 140: Service Disruptions Due to Weather Service disruptions due to weather shall occur when one (1) or more of the following events have occurred. 1. Augusta closes for a weather related issue. 2. Augusta notifies the Contractor of Augusta's wish to have the Contractor suspend services for weather related issues. 3. The Contractor notifies Augusta of the Contractors wishes to suspend services for weather related issues. Augusta shall reasonably evaluate the situation, and make a determination of such conditions. When snow or ice or other weather conditions prevent collection on the scheduled day, the Contractor shall make collection on the next weekday. If such conditions continue for a second consecutive day or more, the Contractor shall, on the first day that regular service to a customer resumes, collect all the materials that the customer is authorized to ha�e, i.e. if one collection day is missed and the customer is on 95 gallon service, the Contractor shall collect 190 gallons of material. On the day that collections resume, the Contractor shall take bags, boxes, and other secure wrappers, and shall empty temporary receptacles that customers have used when the collection Carts/Bins have been filled. 25 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Section 142: Service Disruptions — Non Weather A number of collection impediments may require special efforts to accomplish collection under this Contract. 1. On-Street Parking Certain neighborhood streets allow "on-street parking" which may present impediments to curbside collection services. The Contractor shall perform collection services even if the curb is blocked. 2. Blocked Streets/Renovations/Construction When closure of roadways providing access, blocked streets or other disruption beyond the Contractor's control prevents timely collection on the scheduled day, the Contractor shall attempt collection later on that collection day. If collection is still not possible, the Contractor must notify Augusta prior to 4:30 p.m. on the day of service. The Contractor must provide to Augusta the reason collection was unachievable and the Unit(s) block range, street name, as well as the times that collections were attempted. If collection was not possible, the Contractor shall provide service on the next business day. Section 144: Missed and Make-up Collections 1. Should the Contractor fail to make a collection on a scheduled day for causes within the Contractor's control, the Contractor shall make a special make-up collection by the end of the same business day, if notification of the missed collection is received by noon that business day, if notification is received after noon, a make-up collection shall be scheduled for the following business day with collection of the miss to be completed by noon. For the purpose of Section 144, the "business day" includes Saturday. 2. Notwithstanding the foregoing, Augusta may require the Contractor to do the following: a. Authorize the Contractor to defer the collection and authorize the customer to place a proportionally larger amount of waste on such customers next scheduled collection day, and to accommodate such disposal, the Contractor shall take bags, boxes, and other secure wrappers, and shall empty temporary receptacles that customers have used when the collection Carts and/or Bins have been filled. 3. It shall be a defense to a missed collection that the customer had not made timely placement of his or her waste out for collection; that placement did not comply with provisions of this Contract, or that materials collected did not 26 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month comply with provisions within this Contract, provided that the Contractor shall have left an approved printed tag (red tag) on all material left because it was not properly prepared, it was overweight, or for other reasons. If Garbage, Yard Waste, Recycling or Bulky Waste is left uncollected, the Contractar will leave an explanation (red tag) to help the customer correct the problem and avoid it in the future. Should the Contractor fail to leave a red tag for the customer, it shall be the Contractors responsibility to collect all such wastes left behind as if it was disposed of properly pursuant to the terms of this Contract. 4. Should the customer have failed as outlined above, Augusta may require the Contractor to do the following, provided that the customer has resolved said issue: a. Authorize the Contractor to collect and authorize the customer to place a proportionally larger amount of waste on such customers next scheduled collection day, and to accommodate such disposal, the Contractor shall take bags, boxes, and other secure wrappers, and shall empty temporary receptacles that customers have used when the collection Carts and/or Bins have been filled. This provision shall exclude Yard Waste and Bulky Waste. 5. The Contractor, no later than 10:00 a.m. the next business day, must notify Augusta of any collections the Contractor has refused or been unable to make the previous day. It shall include the address, time of attempted collection, and reason for non-collection. This list shall be referred to as the Exception List "EL". 6. If Augusta transmits a"miss" complaint to the Contractor which is on the EL, and it is a miss which the Contractor should not collect due to the fact that the material is overweight or contains material that should not be collected and a red tag was properly left, the Contractor shall note on the miss that the address is on the EL and note the reason that is was not collected and return the miss complaint to Augusta within two (2) business hours of its receipt, and the miss shall not be collected. 7. All miss complaints transmitted to the Contractor on Friday must be collected by noon on Saturday. If it appears to Augusta that the Contractor is not collecting these misses by noon Saturday, Augusta has the option of contracting with another collection firm to collect these misses. The cost of this option will be deducted from the Contractor's payment. 8. This section applies to omitted collections of a single Unit, a row of Units and/or an entire route. 27 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 9. Failure to comply with the above stated provisions shall have Liquidated Damages as stipulated in Section 560. Section 146: Minimum Cart/Bin Percentage The Contractor shall keep a minimum inventory of one half of one percent ('/2%) of each size Cart and Bin used under with this Contract. Section 148: Cart/Bin Replacement Cost Augusta shall ha�e the right to charge the Contractor for the cost of repair or replacement of Carts and/or Bins which are owned by Augusta, if such repair or replacement is required as a result of abuse or damage caused by the Contractor. Augusta shall have additional rights to charge the Contractor for the cost of replacement Carts and/or Bins, if such replacement is required as a result of fire or theft caused by the Contractor, or on/from Contractors property . A list of lost, damaged, destroyed, or stolen CartsBins will be provided to Augusta with the Monthly Report so Augusta may bill the appropriate party. The Contractor is responsible for all repairs to CartsBins. Any damaged Bins that can not be repaired by the Contractor shall be returned to Augusta. Section 150: Delinquent and Closed Accounts The Contractor shall discontinue any and/or all collection services at any Unit(s) as set forth in a written notice sent by Augusta. Upon further written notification by Augusta, the Contractor shall resume any and/or all collections on the next regularly scheduled collection day. Section 152: Meetin�s and Communication In order to minimize problems during implementation of the Contract, to provide a forum for discussing and resolving any operational questions or issues that may arise, and for updating the Operations Plan the parties agree to meet on a regular basis as follows: 1. The period from the date the Contract is awarded until six months after the actual collection services begin (or such earlier date as may be mutually agreed to by the parties) shall be referred to as the "Implementation Phase". During the implementation phase, meetings shall be held between representatives of the parties on a weekly basis, or on such more or less frequent basis as may be mutually agreed. The primary purpose of such meetings shall be to develop and/or refine the Operations Plan, to evaluate the Contractor's performance in implementing the Contract, to evaluate Cart and Bin delivery progress or problems, to air and seek resolution of complaints, to discuss any actual or perceived problems with service, and to discuss promotion, public information and public relations. 28 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 2. After the Implementation Phase, meetings shall be held at least on a quarterly basis, unless otherwise mutually agreed to, between representatives of the parties. Such meetings shall be held for the purpose of reviewing and discussing day to day operations, promotion, public information, and public relations. 3. Meetings shall be held at the offices of Augusta unless otherwise agreed. Each party shall be available for at least 90 minutes per meeting, unless otherwise agreed in advance. Meetings shall be held during normal business hours. Section 154: Program Information The Contractor shall deliver informational packets and/or door hangers to each service address up to two (2) times per year at the discretion of Augusta. The literature for said information will be generated by Augusta. C. Manner of Collection Section 200: Contractor's Responsibilities The Contractor shall be responsible for furnishing all labor, materials, equipment, and supervision necessary to perform the collection, processing, and other items described in this Contract. Section 210: Emplovee Conduct 1. The Contractor is responsible for providing supervision necessary to ensure that collection employees are courteous, exercise due care, do their work without delay, minimize noise, avoid damage to private property, close and relock all gates and doors that they open, and if on private property, follow the regular pedestrian walkways and paths, and not cross flower beds, lawns or through hedges. While collecting, employees shall wear or carry identification supplied by the Contractor. The identification shall be subject to approval of Augusta. 2. When Augusta identifies unsatisfactory conduct by an employee and the Augusta notifies the Contractor of such conduct, the Contractor shall take remedial action. The remedial action shall be appropriate to the level of unsatisfactory conduct, provided that if Augusta requests of the Contractor that an employee be suspended from further work on the Contract for unsatisfactory conduct, the Contractor will permanently remove the employee from further work on the Contract. 29 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 3. The Contractor will notify Augusta of remedial action taken in its monthly reports. 4. Augusta will cooperate with the Contractor by supplying to the Contractor the names and contact information, when known, of the complainant as well as known witnesses. 5. Through the process identified above, Augusta will have the sole right to require the removal and replacement of such employee(s) by the Contractor and/or subcontractors. Augusta shall exercise such right by providing written notice to the Contractor via U.S. Mail, fax or email. Such notice will include Augusta's reason for the request. 6. The Contractor will replace any personnel who separate from Contractors employment with equivalently qualified persons. The Contractor will replace such personnel as soon as reasonably possible, and in any event within thirty (30) days after the Contractor receives notice that an employee will be leaving. 7. The term "personnel" shall include all staff provided by the Contractor or its subcontractors who have worked or perform services under this Contract. Section 220: Emplovee Uniforms 1. Employees who perform collections or who supervise collection activities shall wear a uniform. Uniforms shall be of similar type and color for collections employees. Supervisors shall have some differing uniform characteristic to identify such authority (such as a different color shirt or notation on their name badge). 2. The uniform shirt shall be worn buttoned up within one button of the top button and tucked into the pants/shorts. The shirts must be kept in a clean professional manner. Shirts must remain free from rips, holes and stains. T- Shirts are allowed, so long as they meet all other Contract provisions. Tank tops and sleeveless shirts. are not allowed. 3. The uniform must comply with a minimum standard of the American National Standards Institute "ANSI" class II requirements for visibility. Should the Contractor elect a uniform that does not meet this criteria, then a high visibility alternative (such as a vest) meeting the minimum standard of ANSI class II shall be worn at all times while collecting and disposing of materials under this Contract. 4. The uniform pants/shorts shall be worn above the hips and should have a length not less than one (1) inch above the knees. Pants/shorts must be kept in 30 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month a clean professional manner. Pants/Shorts must remain free from rips, holes and stains. All pants/shorts must be hemmed and have a finished look. 5. The uniform outerwear must comply with a minimum standard of ANSI class II requirements for visibility. Should the Contractor elect outerwear that does not meet this criteria, then a high visibility alternative (such as a vest) meeting the minimum standard of ANSI class II shall be worn at all times while collecting and disposing of materials under this Contract. 6. All uniform shirts and outerwear shall have the company name placed in a conspicuous place. In addition, supervisors shall have the word "supervisor" placed in a conspicuous place. Section 230: S ip llage 1. The Contractor shall pick up any material scattered or spilled during collection by the Contractor and clean up the area affected within three (3) hours of notification of the incident. Each truck shall carry equipment (such as a broom, shovel spill kit, etc) for this purpose. 2. The Contractor shall immediately, or within one (1) hour of notification, commence clean up of any paint, hydraulic, transmission, or other oil spill, or commence clean up of any spillage which creates a hazardous condition (such as spillage involving glass). For any hazardous spill, the Contractor must notify Augusta immediately. 3. Failure to comply with these requirements is subject to Section 560 Liquidated Damages. Section 240: Dama�e Claims 1. The Contractor shall be responsible for any damages to real property, personal property and personal injury to the extent caused by negligent or willful acts or omissions and is caused in whole or in part by the Contractor, its employees, agents, or subcontractors in performing work under this Contract. 2. The Contractor shall notify Augusta immediately of any damages and/or damage claims as set forth in the section above, and shall indemnify and hold harmless Augusta for same. Written notice of any damages and/or damage claims shall be provided to Augusta within two (2) days, and shall include the name, address, telephone number, description of incident, witness information and the description of the remedy. The Contractor shall actively work to resolve the claim timely, timely shall mean within ten (10) working days after the Contractor has received notice of damages. Claims shall be resolved within thirty (30) days. For extenuating circumstances, upon written request from the Contractor, Augusta at its sole option may extend the above 31 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month mentioned time period. If the damage claim is deemed as Contractors responsibility by law enforcement, their designee, or independent individuaUorganization trained to investigate such items and is not resolved within the applicable period, Augusta may take any action it deems necessary to make the injured party whole and deduct the same from amounts due the Contractor. Section 250: Customer Grievances The Contractor will designate a representative to adjudicate customer grievances. At Augusta's request, the representative will join Augusta in meeting with an aggrieved customer within 24 hours of notification to resolve a complaint about spillage, a refusal to serve or a missed pick-up and/or other deficiency in service or a need for handicapped/special service or other specific Contract provisions. D. Reporting/Information Requirements Section 300: Report/Information Suecifications Throughout the life of this Contract a series of reports and information will be required by the Contractor. These reports and information are called for throughout the Contract. Augusta reserves the right to dictate format, style and to the extent possible, standardization of all reports and information required under this Contract. Augusta may require reports in hard copy andlor electronic copy for any and all reports. Listed below is a guide to some of the reports/information included in this Contract. This list may not be inclusive of the reports or information required by the Contractor under this Contract. Augusta further reserves the right to alter the reporting requirements from time to time. 1. LSBOP Utilization Reports- (Section 47) 2. Spare vehicle utilization —(Section 62) 3. Asset Inventory List (Section 85) 4. Handicapped/Special Needs — as needed (Section 114) 5. Force Majeure Clean-Up — as needed (Section 120) 6. Eviction, Vacant Lot, Special Clean-Up — as needed (Section 122) 7. Disposal and Recycling — as needed (Section 132) 8. Service Disruption — as needed (Section 142) 9. Red tag, not out, etc. — daily (Section 144) 32 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 10. Lost and/or Damaged Carts (Section 148 and 150) 11. Employee remedial action —(Section 210) 12. Damage Claims — (Section 240) 13. Service increase/decrease — (Section 410) 14. CPI increase — (Section 430) 15. Equal Employment —(Section 600 and 610) E. Compensation Section 400: Pavment for Collection Services 1. Augusta shall pay the Contractor monthly for all collection services under this Contract. Payment shall be based on the number of Units collected that are receiving Garbage service in the Contract Area. 2. A Unit will be "billable" in the current month if the Unit starts services on the ls through the 14�` day of the month. The Unit will be "billable" the following month if the Unit starts services on the 15`� through the 31 St day of the month. 3. Should a Unit sit vacant/idle, and no service rendered for a full month, then that Unit shall not be "billable" and should be removed from the Contractors monthly invoice and service list. 4. Augusta shall deduct any assessments due from the payment owed to the Contractor. 5. Augusta shall add additional moneys owed for additional services provided for under this Contract. 6. There shall be no contingent fees allowed under this contract. Section 410: Pavment Procedure 1. The Contractar shall maintain a service unit listing with at least 99% accuracy. 2. The Contractor shall identify any changes to the service unit listing, either increases or decreases to the department monthly when submitting an invoice. 33 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 3. The Contractar shall submit a monthly invoice to Augusta within five (5) business days from the end of the month. The invoice shall be for services performed in the previous month at a Unit Price for that period of the Contract as outlined in Exhibits B, C, and D, as well as Section 400 and other provisions in this Contract. 4. The Contractor shall submit a monthly list of all service increases or decreases to the number of Units as defined by this Contract along with the above stated invoice. The Contractor is required to supply the date the Unit went into service, the address of the Unit, and any Cart/Bin numbers. The net difference will either be added to or subtracted from the prior months final Unit count. 5. Augusta shall pay the Contractor within thirty (30) days of receipt of an undisputed invoice. 6. Payment requests shall be accompanied by: a. Data supporting the payment request to include a Unit list with name, service address and Cart/Bin number(s) as necessary to substantiate the Contractors right to remittance of the amounts invoiced. b. Certification from the Contractor that it has fully and properly performed all items of the work covered by the payment request, that all insurance and bonds required are in full force and in effect, and all subcontractors and suppliers have been paid from previous requests, and that the Contractor is not in default of any provision of the Contract. c. Certification from the Contractor that it has fully and properly met all obligations under the reporting requirements sections of the Contract, and has done so fully and honestly. d. Payment for services will not be paid until the above mentioned items have been received. 7. Should Augusta dispute any portion of the invoice, it shall within thirty (30) days of receipt of the invoice, provide the Contractor with a detailed itemized list of such objections. 8. Augusta shall have the right to take corrective measures for any defective pricing. These corrective measures may include, but are not limited to making necessary revisions to this Contract or providing an addendum to this Contract to address the issue of defective pricing. 9. The terms of this contract supersede any and all provisions of the Georgia Prompt Pay Act. 34 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Section 420: Contract Unit Price See Exhibit B. Section 430: Adiustments 1. CPI Adjustment a. The Contractor shall be entitled to one hundred percent (100%) of the actual percentage change in the CPI (as hereinafter defined). b. The "CPI". Means the Consumer Price Index for All Urban Consumers ("CPI-U"), Atlanta, Georgia — Atlanta, Georgia, All Items, 1982-1984 equals 100, published by the United States Department of Labor, Bureau of Labor Statistics ("BLS"), or its successor. If BLS designates an index with a nes title or code number or table number as being the continuation of the index cited above, the new index will be used, or if no new index is designated, the most nearly compatible index shall be used. 2. General conditions for adjustments. a. The CPI Index percentage change will be determined from January 1 St to December 31 of the previous year, with an implementation of the increase on June 1 St , and every June 1 St thereafter with the first increase starting in June of 2012. b. The Contractor must notify the County in writing by March 31 St of each year, of the amount and percentage of any rate adjustment allowed under this section. If timely notice is not received by the County, no increase will be allowed for that year. c. In any event, the adjustment will be limited to a maximum increase or decrease of four percent (4%) annually. Section 440: Wage Increases for Emulovees All wage increases for collectors or any other employees of the Contractor granted during the term of this Contract shall be the sole responsibility of the Contractor. Any benefits or added costs resulting from changes in technology, laws and regulations, labor practices, availability of equipment, and other foreseeable business risks that may affect the performance of this Contract shall be the Contractor's advantage or expense respectively, except noted herein. 35 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Section 450: Withholdin� and Pavment of Tax Liens and Judgments Augusta may withhold and pay to the United States of America or to any federal court, or the State of Georgia or any state court, the amount claimed in a levy filed by the United States Internal Revenue Service or the Georgia State Department of Revenue, respectively, the amount directed by a writ of garnishment, writ of attachment, or writ of execution or by an order of a Bankruptcy Court, and/or by any court order, each for monies claimed from the Contractor. When presenting such an order, Augusta may in its discretion institute interpleading proceedings. Augusta may make a payment in conjunction with the interpleaded action to the appropriate court. Payments so made or deposited into the registry of the court shall be satisfaction of payment due to the Contractor. F. Security, Liability, Damages Section 500: Pavment Bond 1. The Contractor shall furnish Augusta a bond with a corporate surety acceptable to Augusta in the amount equal to fifteen (15%) of the annual Contract amount. The bond shall be valid and non-cancelable for a period not less than six (6) months and the Contractor shall provide a new bond, or evidence satisfactory to Augusta of the renew ability of the current bond at least forty five (45) calendar days before it expires. 2. The bond shall be for the use and benefit of Augusta, with a surety company authorized to do business in the State of Georgia and acceptable to Augusta. Said bond shall be conditioned that should such Contractor faithfully pay all laborers, mechanics, subcontractors, material men, and all persons who shall supply such Contractor or subcontractors with provisions and supplies for the performance of this Contract, said bond shall be null and void and shall be further conditioned that any person(s) performing such work or services, said bond shall contain appropriate recitations that it is issued pursuant to this Contract. Section 510: Performance Bond 1. The Contractor shall furnish Augusta a bond with a corporate surety acceptable to Augusta in the amount equal fifteen percent (15%) of the annual Contract amount. The bond shall be valid and non-cancelable for a period not less than six (6) months and the Contractor shall provide a new bond, or evidence satisfactory to Augusta of the renew ability of the current bond at least forty five (45) calendar days before it expires. 2. The bond shall be for the use and benefit of Augusta, with a surety company authorized to do business in the State of Georgia and acceptable to Augusta. Said bond shall be conditioned that should such Contractor faithfully perform 36 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month each and every term, condition, and provision of this Contract, said bond shall be null and void and shall be further conditioned that any person(s) performing such work or services, said bond shall contain appropriate recitations that it is issued pursuant to this Contract. Section 520: Default of Contractor 1. This section is independent, notwithstanding any other provisions of this Contract. The Contractor may be held in default of the Contract in the event the Contractor: a. Fails to perform ninety percent (90%) of the collections required by this Contract and appears, to Augusta, to have abandoned the work, or to be unable to resume collections within forty-eight (48) hours. b. Has failed on any occasion of two (2) consecutive working days, in any year, or ten (10) days in a calendar year to perform the collections required by the Contract; except as provided in Section 140. c. Fails to comply with the terms of Section 600 through 640 upon written notice by Augusta with 15 days to cure. Said cure period will only apply to the first offense of similar offenses. d. Fails to furnish and maintain a Performance and/or Payment Bond per Section 500 and 510. e. Fails to furnish and maintain the Insurance requirements per Section 540. f. Fails to be granted and/or receive prior written approval of a change of control or other provision as defined in Section 875. g. Fails to provide LSBOP Utilization Reports as required by Section 47. h. Repeatedly neglects, fails, or refuses to comply with any of the terms of the Contract, after having received notice of its obligation to do so. 2. To initiate proceedings under this Section, Augusta shall give notice to the Contractor and its surety. Within 7 days, Contractor may demand a hearing at which the Contractor may show cause why it should not be declared in default or why it should be given the opportunity to cure said default. In the event the Contractor fails to show, to the reasonable satisfaction of Augusta, why the Contractor should not be declared to be in default of this Contract, Augusta may make a declaration of default. In evaluating whether to make such a declaration of default, Augusta shall, in its discretion, consider the severity of the alleged violations, and the overall performance of the Contractor under the Contract. 37 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 3. In declaring the Contractor to have defaulted on the Contract, Augusta also may order the Contractor to discontinue further performance of work under the Contract and transfer the obligation to perform such work from the Contractor to the surety on the Contractor's performance bond and take any other action it deems advisable. 4. In the event Augusta secures the performance of work under the Contract at a lesser cost than would have been payable to the Contractor had the Contractor performed the same, then Augusta shall retain such difference; but in the event such cost to Augusta is greater, the Contractor and its surety shall be liable for and pay the amount of such excess to Augusta. 5. All payments due the Contractor at the time of default, less amounts due Augusta from the Contractor, shall be applied by Augusta against damages suffered and expense incurred by Augusta to reason of such default, any excess shall be paid to the Contractor unless otherwise provided herein. 6. Notwithstanding the provisions of this Section, a delay or interruption in the performance of all or any part of the Contract resulting from causes beyond the Contractor's control, as defined in section 880, shall not be deemed to be a default and the rights and remedies of Augusta provided for herein shall be inapplicable; provided that all labor disputes as defined in section 880 hereof shall not be considered a cause beyond the Contractor's control as defined in section 880. Section 530: Commitment of Equiqment 1. Unless a replacement or substitute is provided, all vehicles, facilities, equipment and property identified in the Contractor's inventory under Section 85 for use in the performance of this Contract (called "such property") shall be available for use in collecting Garbage, Yard Waste, Recycling, and Bulky Waste. When provided, this Section applies to the replacement and substitute. Section 540: Insurance 1. Contractor shall at all times during the term of this Contract, obtain and maintain continuously, at its own expense, and file with Augusta evidence of a policy or policies of insurance as enumerated below, which name Augusta as an additional insured: 2. A policy of Commercial General Liability Insurance, written on an insurance industry standard occurrence form, including the following coverage's: a. Premises/Operations Liability 38 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month b. Products/Completed Operations Liability c. PersonaUAdvertising Injury d. Contractual Liability e. Independent Contractors Liability f. Stop Gap/Employers Contingent Liability g. Explosion, Collapse, or Underground (XCU) h Fire Damage 3. Such Policy(ies) must provide the following minimum limits: a. Bodily Injury and Property Damage b. $2,000,000 General Aggregate c. $2,000,000 Products & Complete Operations Aggegate d. $1,000,000 Personal & Advertising Injury e. $250,000 Fire Damage 4. Stop Gap Employers Liability: a. $1,000,000 Each Accident b. $1,000,000 Disease — Policy Limit c. $1,000,000 Disease — Each Employee 5. A policy of Business Automobile Liability including coverage for owned, non-owned, leased or hired vehicles written on an insurance industry standard form or equivalent. Such policy(ies) must provide the following minimum limit: a. Bodily Injury and Property Damage b. $1,000,000 Per Person c. $2,000,000 Per Occurrence 39 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 6. A policy of Workers Compensation Insurance. With respects to Workers Compensation insurance in the State of Georgia, the Contractor shall secure its liability for industrial injury to its employees in accordance with the , provisions of § 34-9-1 et seq, Official Code of Geor�ia Annotated. Such policy must provide the following minimum limits: a. Statutory coverage for injuries and occupational disease. b. $1,000,000 Employer's Liability. 7. Any deductible or self-insured retention must be disclosed and is subject to approval by Augusta. The cost of any claim payrnents falling within the deductible shall be the responsibility of the Contractor. 8. If any such policy is written on a"Claims Made" form, the retroactive date shall be prior to or coincident with the Start Date of this Contract. The policy shall state the coverage is "Claims Made", and state the retroactive date. Claims made from coverage shall be maintained by Contractor for a minimum of two years following the expiration or earlier termination of this Contract, and Contractor shall annually provide Augusta with proof of renewal. If renewal of the claims made form of coverage becomes unavailable, or economically prohibitive, Contractor shall purchase an extended reporting period ("tail") or execute another form of guarantee acceptable to Augusta to assure financial responsibility for liability for services performed. a. Additional Insured and Primary Insurance Provisions: Such insurance, as provided under items (1), and (2) above, shall be endorsed to include Augusta, its officers, elected officials, employees, agents, and volunteers as additional insured, and shall not be reduced or canceled without forty-five (45) days prior written notice to Augusta. In addition, Contractor's insurance shall be primary and any other insurance maintained by Augusta shall be excess and not contributing insurance with the Contractors insurance. b. Evidence of Insurance: The following documents must be provided as evidence of insurance coverage: i. A copy of the policies declarations pages, showing the insuring company, policy effective dates, limits of liability and the schedule of forms and endorsements. ii. A copy of the endorsement naming Augusta as an additional insured showing the policy number and signed by an authorized representative of the insurance company for business auto liability and for the 40 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month commercial general liability policy a form CG 2010 (ISO) or equivalent. iii. A copy of the "Endorsement Form List" to the policy or policies showing endorsements issued on the policy, and including any company-specific or manuscript endorsements. iv. A copy of an endorsement stating that the coverage's provided by this policy to Augusta or any other named insured shall not be terminated, reduced or otherwise materially changed without providing at least forty-five (45) days prior written notice to Augusta. v. A copy of a"Separation of Insured" or "Severability of Interest" clause indication essentially that — except with respect to the limits of insurance and any rights or duties specifically assigned to the first named insured and separately to each insured against whom claim is made or suit is brought (Commercial General Liability and Business Automobile Liability Insurance). c. Policy Rating: All policies shall be subject to approval by Augusta as to company (must be rated A-:VII or higher in the A.M. Best's Key Rating Guide and licensed to do business in the State of Georgia or issued as a surplus line by a Georgia Surplus lines broker), form and coverage, and primary to all other insurance d. Self Insurance: Should Contractor be self insured, under item (1), (2) and (3) above, a letter form a Corporate Officer stipulating if actuarially funds and fund limits; plus any excess declaration pages to meet the Contract requirements. Further, this letter should advise how Contractor would protect and defend Augusta as an Additional Insured in their Self-Insured layer, and include claims handling directions in the event of a claim. e. Subcontractors: Contractor shall include all subcontractors as insured under its policies or shall furnish separate evidence of insurance as stated above for each subcontractor. All coverage's for subcontractors shall be subject to all the requirements stated herein and applicable to their profession. 9. Failure of the Contractor to furnish and maintain said Insurance requirements shall be considered a material default of this Contract. Section 550: Indemnitv The Contractor(s) shall defend, indemnify and save harmless Augusta and Augusta's officers, employees and agents from any and every claim and risk, and from all losses, damages, demands, suits, judgments and attorney fees, and other expenses of any kind 41 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month (collectively "losses") arising out of this Contract or the performance thereof; including but not limited to any personal injury, or death of any and all persons (including but not limited to the Contractor, its agents, employees, subcontractors and their successors and assignees, as well as Augusta or Augusta's agents and all third parties); and including any property damage of any kind, whether tangible or intangible, including loss of use resulting there from, in connection with or related to the negligent or willful act(s) or omissions of the Contractor of its subcontractor which were caused in whole or in part by the Contractor or its subcontractor while performing work under this Contract, or in connection with or related to (in whole or in part by reason o fl the presence of the Contractor or its subcontractors or their property, employees or agents, upon or in proximity to the property of Augusta or any other property (upon which the Contractor is performing any work called for), except only those losses resulting solely from the negligence of Augusta. Section 560: Lipuidated Damages — Reasonable ure-estimate of Owners Damages 1. Augusta is committed to delivering quality solid waste disposal services to its citizens and maintaining clean streets and public areas. This Section establishes damages for failure to meet performance standards hereinafter set forth. This Section is independent of Section 511 — Default of Contractor. Augusta and Contractor expressly agree that the potential harm or injury to Augusta caused by the following incidents of substandard performance are difficult or impossible to accurately estimate. Augusta and Contractor stipulate that the following damages are a reasonable pre-estimate of the probable loss to Augusta and the public. The parties agree that these provisions for liquidated damages are not intended to operate as penalties for breach of Contract. 2. This Section is independent of Section 520 - Default of Contractor. The amounts agreed to herein for each act or omission are Liquidated Damages. Liquidated Damages may be set-off and deducted from the monthly payrnent to the Contractor 3. a. Performance Standard (Omission): Mixing of contract waste with non-contract waste. (Section 60) Damage: $5,000 per event b. Performance Standard (Omission): Intentional disposal of Yard Waste and/or Recycling Materials placed in a collection vehicle collecting Garbage. 42 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Damage: $100 per incident per day (each Unit represents a separate incident) (Section 104) 4. The liquidated damages set forth above are not intended to compensate Augusta for any damages other than inconvenience and loss of use or delay in services. The existence or recovery of such liquidated damages shall not preclude Augusta from recovering other damages in addition to the payments made hereunder which Augusta can document as being attributable to the above referenced failures. In addition to other costs that may be recouped, Augusta may include costs of personnel and assets used to coordinate, inspect, and re-inspect items within this Contract as well as attorney fees if applicable. G. Equal Opportunity/Non-Discrimination, Drug Free Work Place Section 600: Equal Emplovment Opqortunitv 1. The Contractor shall not discriminate against any employee or applicant for employrnent because of race, religion, creed, color, sex, marital status, sexual orientation, political ideology, ancestry, national origin, or the presence of any sensory, mental, or physical handicap, unless based upon a bonafide occupational qualification. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their of race, religion, creed, color, sex, marital status, sexual orientation, political ideology, ancestry, national origin, or the presence of any sensory, mental, or physical handicap. Such action shall include, but not be limited to the following: employment, upgrading, promotion, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices are provided, setting forth the provisions of this non-discrimination clause. 2. The Contractor agrees that it will inform Augusta of any alleged violation(s) of employrnent practices involving any employees who work under this Contract which are asserted in any claims filed with the Equal Employment Opportunity Commission, Labor Department, or any other federal or state compliance agency within ten (10) days of becoming aware of said claim. The Contractor will also inform Augusta of the final disposition of such cases within ten (10) days of becoming aware of the fmal disposition. Section 610: Equal Emqlovment Opportunitv — Implementation Augusta, Georgia does not have a race or gender conscious Disadvantaged Business Enterprise (DBE) program for projects having Augusta, Georgia as the source of funding. 43 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Augusta does enforce mandatory DBE requirements of federal and state agencies on contracts funded by such agencies and has a DBE Program to comply with U.S. Department of Transportation (DOT), Federal Transit Administration (FTA), Federal Aviation Administration (FAA), and other federal and state mandated DBE requirements for certain DOT, FTA, FAA, and other federal and state assisted contracts as required by 49 C.F.R. Part 26, et. seq. and/or 49 C.F.R. Part 23, et. seq. This DBE program is only for DOT, FTA and FAA assisted contracts and other federal or state funded contracts having mandatory DBE requirements. (See Article 13 of the Augusta, GA Code.) Augusta, Georgia prohibits any language in any solicitation, bid or contract that is inconsistent with the July 21, 2011 Court Order in the case, Thompson Wrecking, Inc. v. Augusta, Georgia, civil action No. 1:07-CV-019. Any such language appearing in any Augusta, Georgia solicitation, bid or contract is void and unenforceable. A copy of this order can be reviewed at www.augusta�a.�ov home page. Section 640: Non-Discriminatorv Service The Contractor will not discriminate against any customer or Augusta resident in the provision of service or quality of service on account of race, religion, creed, color, sex, marital status, sexual orientation, political ideology, ancestry, national origin, or the presence of any sensory, mental, or physical handicap, unless based upon a bona fide qualification to or for service. The Contractor shall provide the same good quality service throughout the Collection Area without regard to racial, ethnic, or cultural characteristics or relative standard of living of the neighborhood. Section 650: Drug —Free Workplace 1. Augusta is a drug-free workplace employer. The Contractor hereby certifies that it has or it will within thirty (30) days prior to the Start Date of the Contract: 2. Notify employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited in the workplace and specifying actions that will be taken for violations of such prohibition; 3. Establish a drug-free awareness program to inform employees about (i) the dangers of drug abuse in the workplace, (ii) the Contractor's policy of maintaining a drug-free workplace, (iii) any available drug counseling, rehabilitation, and employee assistance programs, and (iv) the penalties that may be imposed upon employees for drug abuse violations; 4. Notify each employee that as a condition of employment, the employee will (i) abide by the terms of the prohibition outlined above, and (ii) notify the Contractor of any criminal drug statute conviction for a violation occurring in the workplace not later that five (5) days after such conviction; 44 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 5. Impose a sanction on, or requiring the satisfactory participation in a drug counseling, rehabilitation or abuse program by, an employee convicted of a drug crime; 6. Make a good faith effort to continue to maintain a drug-free workplace for employees; and require any party to which it subcontracts any portion of the work under the Contract to comply with the above provisions. 7. A false certification or the failure to comply with the above drug-free workplace requirements during the performance of the Contract shall be grounds for suspension, termination or debarment. 8. The foregoing provisions will be inserted in all subcontracts for work covered by this Contract. H. Ancillary Provisions Section 800: Assignment of Pledge of Monies bv the Contractor The Contractor shall not assign or pledge any of the monies due under this Contract without securing the written approval of the surety on the performance bond as well as the payment bond and providing at least thiriy (30) days prior written notice to Augusta of such assignments or pledge together with a copy of the surety's approval(s) thereof. Such assignments or pledge, however, shall not release the Contractor or its sureties from any obligations or liabilities arising under or because of this Contract. Section 805: Assignment, SubcontracNng, Delegation of Duties 1. The Contractor may not sub-Contract more than 50% of the total amount of collections and total work under this Contract without the prior written approval of Augusta. Augusta's decision shall be final and binding. 2. Except for the subcontracting identified in the Contractor's proposal, the Contractor shall not assign or subcontract or transfer any of the work or delegate any of its duties under the Contract without the prior written approval of Augusta, which approval may be withheld in Augusta's sole discretion. Notwithstanding the foregoing, Augusta's approval shall not unreasonably be withheld if the Contractor proposes to assign or transfer this Contract to an affiliate of the Contractor or to Contractors parent corporation, provided that Contractor can establish to the reasonable satisfaction of Augusta that (i) the assignee or transferee will operate the Contract in substantially the same manner as the Contractor, will use substantially the same management and collection personnel as Contractor, and possesses substantially the same financial capabilities as Contractor and (ii) the assignee or transferee is not affiliated in any way with the company that has a Contract for residential 45 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month collection with Augusta for the portion of Augusta outside the Contractor Collection Area. 3. In the event of an assignment, subcontract, or delegation of duties, the Contractor shall remain responsible for the full and faithful performance of the Contract and the assignee, subcontractor, other obligor shall also become responsible to Augusta for the satisfactory performance of the work assumed. Augusta may condition its approval upon the delivery by the assignee, subcontractor or other obligor of its covenant to Augusta to fully and faithfully complete the work or responsibility undertaken. 4. During the term of this Contract, the Contractor shall not have an ownership interest in any other company that has a Contract for residential collection with Augusta. 5. Should a Contractor sub-contract work under this contract, a sub-contract contract/agreement shall be generated in writing. This agreement shall at a minimum include the area to be serviced, the price that the sub-contractor shall be paid, and the required sections under this contract that flow through to a sub-contractor. A copy of said agreement(s) shall be provided to Augusta within fourteen (14) days of execution. Section 810: Audit and Inspections 1. During the term of the Contract and for a period of one (1) year after the termination or expiration of the Contract for any reason, Augusta shall have the right to audit, either itself or through an agent, the books and records (including but not limited to technical records) of the Contractor to ensure the Contractor's compliance with all the terms and conditions of the Contract. 2. During and after the term of this contract, Contractor agrees to provide Augusta with any information required to evaluate the effectiveness of Augusta's LSBOP. Section 815: Contractor Will Not Sell or Disclose Data The Contractar will treat as confidential information, all data in connection with the Contract. Augusta data processed by the Contractor shall remain the exclusive property of Augusta. The Contractor will not reproduce, copy, duplicate, disclose or in any way treat the data supplied by Augusta in any manner except as contemplated by this Contract. Section 820: No Publicitv No advertising, sales promotion or other materials of the Contractor or its agents or representatives may be distributed to customers without prior written approval of 46 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Augusta. The Contractor, its agents or representatives shall not reference this Contract or Augusta in any manner without the prior written consent of Augusta. Section 825: Contract Rights l. Rights under this Contract are cumulative, and in addition to rights existing at common law. 2. Payment by Augusta and performance by the Contractor do not waive their Contract rights. 3. Failure by either party on any occasion to exercise a Contract right shall not forfeit ar waive the right to exercise the right of another occasion. The use of one remedy does not exclude or waive the right to use another. 4. Augusta, Georgia shall have the unilateral right to order in writing a temporary stopping of the work, or delaying performance so long as it does not alter the scope of this Contract. 5. Augusta, Georgia has the right to terminate this contract in whole or in part for its convenience. Section 830: Open Records Act Contractor acknowledges that Augusta records including this Contract are subject to Georgia's Open Records Act. Section 835: Interpretation 1. This Contract shall be interpreted as a whole and to carry out its purpose. This Contract is an integrated document and contains all the promises of the parties; no earlier oral understandings modify its provisions. 2. Captions are for convenient reference only. A caption does not limit the scope or add commentary to the text. Section 840: Law; Venue The laws of the State of Georgia shall govern the validity, construction and effect of this Contract. The venue for any claims, litigation or causes of action between the parties shall be in the Superior Court of the Richmond County, Georgia. Section 845: Discretionarv Waiver of Right to a Jury Trial 47 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month The Contractor and Augusta may waive all rights to have a trial by jury in any action, proceeding, claim, or counterclaim brought by either of them against the other on any matter whatsoever arising out of or in any way related to or connected with the Contract. Section 855: Notices l. All official notices or approvals shall be in writing. Unless otherwise directed, notices shall be delivered by messenger, by certified or registered mail, return receipt requested, or by fax to the parties at the following respective addresses: To Augusta: To the Contractor: Assistant Director General Manager 4330 Deans Bridge Road 5734 Columbia Road Blythe, GA. 30805 Grovetown, GA. 30813 (706) 592-9634 Phone (706) 790-7920 Phone (706) 592-1658 Fax (706) 434-0254 Fax 2. Either party may from time to time designate a new address for notices. Unless a return receipt or other document establishes otherwise, a notice sent by U.S. Mail shall be presumed to be received the third business day after its mailing. Section 860: Severabilitv Should any term, provision, condition, or other portion of this Contract or its application be held to be inoperative, invalid, or unenforceable, and the remainder of the Contract still fulfills its purposes, the remainder of this Contract or its application in other circumstances shall not be affected thereby and shall continue in force and effect. Section 865: Interest of the Parties The Contractor covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner of degree with the performance of services required under the Contract. Section 870: No Briberv The Contractor certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the forgoing has bribed or attempted to bribe an officer or employee of Augusta in connection with the Contract. Section 875: Change in Control — Legal Counsel 48 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month 1. In the event of a change in "Control" of the Contractor (as defined below), Augusta shall terminate the Contract for default unless Augusta has granted prior written approval. Such approval shall be at the sole discretion of Augusta. Any approval by Augusta for transfer of ownership or control shall be contingent upon the perspective controlling party becoming a signatory to the Contract and otherwise complying with the terms of the Contract. The Contractor shall notify Augusta within ten (10) days after it becomes aware that a change in Control will occur. As used in the Contract, the term "Control" shall mean the possession, direct or indirect of either; a. The ownership of or ability to direct the voting of, as the case may be fifty one (51%) or more of the equity interest, value or voting power of the Contractor; or b. The power to direct or cause the direction of the management and policies of the Contractor whether through the ownership of voting securities, by Contract or otherwise. Section 880: Force Maieure 1. The Contractor shall not be liable for any failure or delay in the performance of its obligations pursuant to this Contract (and such failure or delay shall not be deemed a default of this Contract or grounds for termination hereunder if all of the following conditions are satisfied: a. If such failure or delay i. could not have been prevented by reasonable precaution, and ii. cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work around plans, or other means, and b. If and to the extent such failure or delay is caused, directly or indirectly by fire, flood, earthquake, hurricane, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions, or revolutions, or court order. 2. Upon the occurrence of an event which satisfies all of the conditions set forth above, the Contractor shall be excused from any further performance of those obligations pursuant to this Contract affected by the Force Majeure for as long as; a. Such Force Majeure event continues and, 49 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month � b. The Contractor continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. 3. Upon the occurrence of a Force Majeure event, the Contractor shall immediately notify Augusta by telephone and confirmed in writing within two (2) days of the occurrence of a Force Majeure and shall describe in reasonable detail the nature of the Force Majeure. If any Force Majeure prevents the Contractor from performing its obligations for more than five (5) days, Augusta may terminate this Contract. 4. Strikes, slow-downs, walkouts, lockouts and individual disputes are not excused under this provision. Section 885: Disnute Resolution 1. In the event of a dispute arising under this Contract, the parties shall continue performance of their respective obligations under this Contract and shall attempt to resolve such dispute in a cooperative manner. If the parties are unable to resolve the dispute, then, in addition to and without waiving any rights and remedies under this Contract or under civil or common law, the parties may voluntarily agree to arbitration pursuant to the terms of this section. 2. Within fifteen (15) days after agreement to arbitration has been reached, each party shall submit the name of its own arbitrator, selected from a panel of persons qualified by the American Arbitration Association and the two arbitrators shall select a third arbitrator from such panel within fifteen (15) days thereafter, or in case of a disagreement concerning the appointment of the third arbitrator, the third arbitrator shall be appointed from such panel by the presiding judge of Richmond County Superior Court. During such time that the arbitrators are being selected or appointed, the parties shall continue to negotiate in good faith to resolve their dispute in a cooperative manner. 3. The arbitrators shall apply applicable provisions of Georgia law in reaching their determination. The determination by the arbitrators shall be final and binding on the parties, and any judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. Augusta and Contractor shall use their best efforts to conclude all arbitration proceedings involving fee and rate adjustment disputes within thirty (30) days following the commencement of such arbitration proceedings. Any arbitration determination granting an increase in fees or rates may include an award of interest at the statutory rate until the date the increase becomes effective. 4. The arbitrators shall have the authority, but shall not be required, to award to the prevailing party in the arbitration proceedings reasonable attorneys fees, 50 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month expert and non-expert witness costs and expenses, and all other reasonable costs and expenses incurred directly or indirectly in connection with the proceedings provided, however, the costs of the arbitrators shall be shared equally by the parties. Section 890: Contractor Acknowledgement "Contractor acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Contractor is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Contractor's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the Contractor may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Contractor agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Contractor provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by Contractor. Contractor assumes all risk of non payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity. " SIGNATURES ON FOLLOWING PAGE 51 ?UI I�+u1id W�s�c Collectrons Co»truct - Aclvanccd-Month 1u M�nth FINAL Approvc�d vcrxion Manth to Month � r/ _ _._ __ _ __ _...:..� ��1� � _ Au�ustu. Georbia {Augusta- ��'^~ Richmond 'ounty, Gcorbia) � ` r",y . �Y� ,�..� __. __ r_..m_.__ As its Mayar a,�. � � .��' ��� � . .� 'C� �� � �, '� _ _ �/s *� p ° �t' 1011 � `� f � �',� I �'"��� ` O '� I I � �� � ` �_ � � � g '� 0 �,F ��. �'. �►��' `����c (qr��in� Contruct is hereby exccuted by the below-listed purties: 4 �° �' ,� �E ` � -� t �' Conlractor:�� a�. d?..+ �`� , , _ . '���,�,� k �'"` � �,1.� ` � �.�. _ ..._- �.� gy . � �_ ...;. As its� VG�.��r.t�,���Gr••c•G ��"rt'' Swarn lo and subscribed bcforc me this��day of ,2011._ _ f! � � � , � �. . _ � ,�%;� ury ubtic �a�*� � �y���•�• My Cammission Expi�: .•' �a: "" � .� . _*_ *; ..•• . � � g : �qD s29�96 ;' c� �: �` •.���pN : O�i� ��'� ��//pif�i11111 �� 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Exhibit A: Collection Area(s) za • � � � �f :� , >�' ���. � �,s . � ���' � ? �' ":., � 8 i! ■ Augusta Disposal Waste Mana�ement �.�. 4 ' Advanced Inland Services 53 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Exhibit B: Rate Table Menu of Services (Monthly Costs) Garba e $14.66 Rec clin Included Yard Waste Included Bulk Waste Included Monthlv Collections Cost 14.66 Extra Garba e Collection per additional cart serviced $7.50 Extra Rec clin Collection er additional cart serviced $1.00 54 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Exhibit C: Force Maieure Rate Table Rate Rate Per 10 Yard Roll Off $195.00 Pull 20 Yard Roll Off $195.00 Pull 30 Yard Roll Off $195.00 Pull 40 Yard Roll Off $195.00 Pull Recaular Time Rate Overtime Rate Rate Per 15-24 Yard Rear Load (Driver and Helper) $175.00 $250.00 Hour 25 Yard or Larger Rear Load (Driver and Helper) $175.00 $250.00 Hour 15-24 Yard Side Load (Driver) $200.00 $275.00 Hour 25 Yard or Larger Side Load (Driver) $200.00 $275.00 Hour 25 Yard or Larger Front Load (Driver and work can) $200.00 $275.00 Hour Additional Laborer (per person as requested) $35.00 $52.50 Hour Additional Services Offered bv Contractor ReQUlar Time Rate Overtime Rate Rate Per 1 Bobcat w/operator $175.00 $250.00 Hour 2 Clam truck w/operator $175.00 $250.00 Hour 3 Roll-off truck w/driver $175.00 $250.00 Hour 4 Roll-off container rental $5.00 $5.00 Day 5 Roll-off container delivery $90.00 $90.00 Delivery 6 $0.00 $0.00 7 $0.00 $0.00 8 $0.00 $0.00 9 $0.00 $0.00 10 $0.00 $0.00 55 2011 Solid Waste Collections Contract - Advanced-Month to Month FINAL Approved version Month to Month Exhibit D: Eviction. Vacant Lot, Special Clean-up Rate Rate Per 10 Yard Roll Off $165.00 Pull 20 Yard Roll Off $165.00 Pull 30 Yard Roll Off $165.00 Pull 40 Yard Roll Off $165.00 Pull Reqular Time Rate Overtime Rate Rate Per Rear Load (Driver) $125.00 $175.00 Hour Side Load (Driver) $150.00 $200.00 Hour Front Load (Driver and work can) $150.00 $200.00 Hour Additional Laborer (per person as requested) $25.00 $37.50 Hour Additional Services Offered by Contractor Recaular Time Rate Overtime Rate Rate Per 1 Bobcat w/operator* $125.00 $175.00 Hour 2 Clam truck w/operator* $125.00 $175.00 Hour 3 Roll-off truck w/driver $125.00 $175.00 Hour 4 Roll-off container delivery $80.00 $80.00 Delivery 5 Roll-off container rental $5.00 $5.00 Day 6 *Note: 4-hour minimum charge 7 8 9 10 56