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HomeMy WebLinkAboutCASCADE ENGINEERING CONTRACT OVERVIEW 1. Parties This Contract by and between Cascade Engineering Inc. of Grand Rapids, Michigan, a Corporation herein and after known as "Contractor" and Augusta Richmond County, also known as "Augusta Richmond County", "County" or "Augusta" is entering a Contract for manufacturing, sale and delivery of Carts and services relating to collection of Garbage, Recycling, and Yard Waste for the Solid Waste Department of Augusta. 2.. Independent Contractor Relationship Contractor is an independent contractor of County. Contractor and its agents shall not be considered employees of the County for any purpose. Contractor shall be responsible for payment of taxes, including federal, state and municipal taxes chargeable or assessed with respect to its employees, such as Social Security, unemployment, Workers' Compensation, disability insurance, and federal and state withholding. Contractor shall also be responsible for providing such reasonable acyommodations, including auxiliary aids and services, as may be required under the Americans With Disabilities Act, 42 U.S.C. 121 01 et seq., so as to enable any disabled person furnished by Contractor to perform the essential functions of the job. Contractor agrees to defend, indemnify, and hold harmless the County from and against any loss, cost, claim, liability, damage, or expense (including attorney's fees) that may be sustained by reason of Contractor's failure to comply with this paragraph. 3. Ne!!Otiation Costs The Contractor shall bear its own cost of negotiating this Contract and developing all required materials. The County shall not be charged for any services or other work performed prior to the Start Date, herein defined. 4. Initial Contract Term: Extensions A This Contract is entered into on this G day of ~ , 2006 ("Effective Date"). The services will begin on the date specified in the Notice to Proceed ("Start Date") and continue for a term of approximately five (5) years, ending at Midnight December 31, 2010. The County may extend this.Contract for two (2) successive one (1) year periods. If the County extends this Contract, the same terms, conditions, and methods of payment shall apply during the extension period. County's purchase obligation hereunder for succeeding fiscal periods shall be subject to availability and appropriation of funds. The Contractor will commence work required by the Contract Documents on the Start Date specified in the written Notice to Proceed and will complete the initial phase within 90 Contract between Augusta and Cascade Engineering Inc. Page 1 000 calendar days unless the period for completion is extended by mutual agreement. See liquidated damages for non-compliance of terms. 5. Incorporation of Exhibits 5.1. The Contractor and the County acknowledge and agree that each of the following exhibits are attached to this Contract and is incorporated into and made a part of this Contract by reference: · Exhibit A: Product Price List · Exhibit B: Spare Parts Price List · Exhibit C: Service Price List 5.2. If there is a conflict between any exhibit and the Contract, the provisions of the exhibit shall prevail. 6. Contractor's Responsibilities The Contractor shall be responsible for: 6.1. Furnishing all skilled labor, equipment, materials, supplies, supervlSlon and utility services required for providing all services in accordance with this Contract unless otherwise noted within the Contract. 6.2. All actions and activities of its subcontractors. 6.3. Supplying all records, reports, and information required by this Contract. 6.4. Securing at Contractor's expense, all governmental permits and licenses and required regulatory approvals (including all required by County Ordinances). 6.5. Timely paying of all applicable taxes. 6.6. Complying with applicable laws and regulations. 6.7. Performing all work in a timely, professional manner. 6.8. All wages and expenses for Contractor's, sub contractors, 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. 7. Contractor Representations and Warranties 7.1. 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 Contract between Augusta and Cascade Engineering Inc. Page 2 of70 of Georgia, and has all requisite power and authority to enter into and perform its obligations under this Contract. 7.2. Authority (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. 7.3. Government Authorizations and Consents. The Contractor has or will obtain prior to the commencement date such licenses, permits, and other authorizations from federal, state, and other governmental authorities, as are necessary for the performance of its obligations under this Contract. 7.4. 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. 7.5. Accuracy ofInformation. 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. 7.6. Indellendent 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 8. County Representations and Warranties The County represents and warrants to the Contractor as follows: 8.1. Organization and Oualification. The County 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. 8.2. Authority (a) The County has the authority to execute this Contract, to make the representations Contract between Augusta and Cascade Engineering Inc. Page 3 000 and warranties set forth in it and to perform the obligations of the County under this Contract in accordance with its terms. (b) This Contract has been validly executed and constitutes a legally binding and enforceable obligation of the County. 8.3. Government Authorizations and Consents. The County 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 the County as a prerequisite to its execution of this Contract or its performance of its obligations contemplated hereby. 8.4. Compliance with Laws. The County is not in violation of any applicable law, ordinance or regulation, the consequence of which will or may materially affect the County's ability to perform its obligations under this Contract. The County 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. 8.5. 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 the County 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. 9. Traffic Laws. Noise Control All Contractors vehicles shall operate in conformity with all federal, state and local laws, rules, or ordinances related to traffic and noise control. 10. Work on County Property The Contractor will ensure that its employees shall, whenever on the County's property, obey all instructions and directions issued by the County 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 the County when on County property. 11. Contractor's Office The Contractor shall maintain an office with telephone service and such staff as needed to receive and respond to requests and other coordination with County staff. Office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday Eastern Standard Time. 12. Contract between Augusta and Cascade Engineering Inc. Page 4 of 70 Contract Area The Contractor shall provide all services called for in this Contract within the boundaries of Augusta Richmond County unless otherwise mutually agreed to in advance. 13. Ownership of Carts Contractor shall retain ownership of Carts until such time that an authorized agent from Augusta has received said Carts, receives a bill of lading, County reviews said shipment for damage and completeness, and signs acknowledgement of receipt. County shall not be responsible for shipping charges for items not received by Augusta, damaged shipments, or incomplete shipments. Contractor at their sole expense shall replace any damaged goods or shortages, as well as make up any shortages of parts or products. 14. Ownership of Carts with Assembly and Delivery Contractor shall retain ownership of carts until the Assembly and Delivery crew shows documented proof that the container was delivered to storage area and properly received by a member of the delivery crew. Properly Received shall mean, authorized agent for Augusta has received said Carts, receives a bill of lading, agent reviews said shipment for damage and completeness, and signs acknow ledgement of receipt. County shall not be responsible for shipping charges for items not received by Augusta, damaged shipments, or incomplete shipments. Contractor at their sole expense shall replace any damaged goods or shortages, as well as make up any shortages of parts or products. 15. Wa2e Increases for Employees All wages for any employees of the Contractor 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. 16. Taxes. Permits. and Licenses The Contractor will pay all sales, consumer, use, and other similar taxes required by the law of the place where the work is performed. The Contractor shall pay all applicable taxes levied by federal, state, and local governments and obtain all permits on any part of the work as required by law in connection with the work. It is understood and agreed that the cost of said taxes is included in the contract price(s) for the work. The Contractor shall procure all Contract between Augusta and Cascade Engineering Inc. Page 5 of 70 temporary and permanent permits and licenses necessary and incidental to the due and lawful prosecution of the work and shall pay all charges and fees, and all costs thereof shall be deemed to be included in the contract price(s) for the work. 17. Withholdin2 and Payment of Tax Liens and Jud2ments The County 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, the County may in its discretion institute interpleading proceedings. The County 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. Contract between Augusta and Cascade Engineering Inc. Page 6 000 CART SPECIFICATIONS The following specifications represent the minimum standards required by Augusta. 1. The rollout cart is compatible with both standard American semi-automated bar-locking lifters (ANSI type B) as well as automated arm lifters (ANSI type G) (and per ANSI Z245.60-l999 and per ANSI Z245-30-l999. 2. The wheeled Carts are designed to contain recycling, yard waste and solid waste materials including paper, fibers, garbage, refuse, rubbish, and yard clippings. 3. The cart is designed to accommodate a load of three hundred thirty five (335) pounds for a 96 gallon cart, 200 for a 64 gallon cart, and 125 for a 35 gallon cart excluding the weight of the cart. 4. The cart has wheels and axles that are designed to support the weight of the cart and its contents. 5. The cart is made with plastic material using hot melt compounding, that are specifically prepared to be colorfast so that they do not alter appreciably in normal use. 6. The carts will have a color as directed by County; these colors must be stabilized against ultraviolet light attack with not less than one half of one percent (1/2 of 1 %) UV 531 or equivalent. " 7. Vendor must provide a minimum of 3 differing colors of cart bodies as well as 3 differing colors of lids. Augusta will make specific color selections for the body and lids at the time of order. 8. The lid of the cart is designed to facilitate water run-off. 9. The lid is held closed by its weight only. No latches are used or required. 10. The lid is designed to allow opening without having to touch the bottom edge of the lid. 11. The cart, when empty, will not overturn when the lid is thrown fully open. 12. The cart will be hot stamped with a Logo as designed by County, on the side(s) of the cart. Stamping will be done in white. Serial Numbers shall be hot stamped on the cart body up to a maximum of seven digits. Serial numbers may be omitted by County if other tracking options are utilized. 13. The cart is provided with ten (10) inch wheels for the 96 and 64 gallon carts mounted on a 7/8 inch diameter hollow axle for the 96, 5/8" hollow axle for the 64, and eight (8) inch wheels will be mounted on a 5/8 inch diameter solid axle for the 35 gallon Carts. Handles Contract between Augusta and Cascade Engineering Inc. Page 7 of70 will be such that the Cart can be pushed or pulled with little effort. 14. The body of the cart is composed of recyclable medium or high-density polyethylene that has been injection molded with a minimum thickness of 0.165 inches and a nominal wall thickness of .175 inches. 15. The capacity of the carts are 35,64 and 96 U.S. gallons, excluding domed lid. 16. The design of the cart lid shall prevent the lid from being flung open by the wind. 17. The cart is designed to prevent being turned over by winds of up to 45 mph for a 96 gallon Cart, 40 mph for a 64 gallon Cart, and 27 mph for a 35 gallon Cart in any direction. 18. There will be a minimum of 33 pounds of plastic in a 96 gallon Cart, 24 pounds of plastic in a 64 gallon Cart, and 15 pounds of plastic in a 35 gallon Cart. 19. RF Id tags and a PSA with bar codes may be added to the Carts at Augusta's request as defined in the price documents with the warranty as defmed in the Warranty section of this Contract. 20. In-mold graphics may be added to the Carts at Augusta's request as defined in the price documents with the same warranty as the Cart. The cost to create the custom graphic(s) is included in the cost per label. Contract between Augusta and Cascade Engineering Inc. Page 8 of 70 WARRANTY 1. Cascade Standard Warranty: Cascade Engineering, Inc. ("CE") warrants its residential refuse carts from functional failure due to defects in plastic materials or faulty workmanship or insufficient resistance to weathering while in normal use for a period of ten (10) years ( 120 months) from the date of shipment from the manufacturing facility to any purchaser ("Shipment Date"). Notwithstanding the above, CE shall provide purchaser with a spare parts supply of component parts, such as axles and wheels, which fail; purchaser shall be responsible for the labor cost incurred to install those replacement component parts arid re-assemble the residential refuse cart. For purposes of this warranty, "normal use" of a residential refuse cart is considered to be the collection of residential solid wastes in conjunction with an approved semi-automated or fully automated mechanical lifting device. If a dumping device other than one approved by CE is to be used for semi-automated or fully automated dumping, written approval of that brand and specific model of dumping device must be obtained from. CE prior to use. Adjustments or modifications may be required for approval. CE shall be promptly notified of any failures under warranty in order that such failures may be inspected. Residential refuse carts which fail shall be accumulated by the customer, but no accumulation of defective products shall exceed 20 residential refuse carts without written notification to CEo Specifically excluded from this warranty are damages due to negligent or abusive use or normal wear and tear, including but not limited to, those items listed on Schedule A attached. Also specifically excluded are carts used as crew carts, dumped manually, or used for any purpose other than residential solid waste and curbside recyclables collection. Negligent, abusive, or specifically excluded use of carts voids this warranty after such use. This warranty is also voided upon the resale of the residential refuse carts. THIS WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED W ARRAN1'IES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CE BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DELAY IN PERFORMANCE UNDER THIS WARRANTY. Contract between Augusta and Cascade Engineering Inc. Page 9 000 RESIDENTIAL REFUSE CART SCHEDULE A FOLLOWING ARE DESCRIPTIONS OF SEVERAL SITUATIONS WHERE THE WARRANTY DOES NOT APPLY BECAUSE OF IMPROPER USE, NEGLIGENCE, ETC. THESE SITUATIONS ARE GIVEN AS EXAMPLES ONLY AND EXCLUSIONS FROM WARRANTY COVERAGE ARE NOT LIMITED TO THESE SITUATIONS. EXAMPLES OF NORMAL WEAR AND TEAR: o Scratches, cuts or scores from any source. o Accumulation of dirt or any other similar substance. o Normal deterioration of metal parts during services. o Normal discoloration due to atmospheric exposure or water conditions. o Appearance of rust on steel parts. EXAMPLES OF NEGLIGENT OR ABUSIVE USE: o Exposure to heat which may result in bums, scorches, melting. o Exposure to chemicals such as solvents, petrochemicals, paints, or acids. o Major impacts such as being hit by a vehicle. o Improper storage such as storage in stacks, on lids, near heat or chemicals, outside uncovered without lid on, or in any area where damage may occur. o Improper handling such as dropping stacks off delivery trucks, dragging over rough surfaces, stacking with wheels on, forcing through narrow openings, allowing packer mechanism to hit cart during dumping cycle. o Improper handling by automated arms such as any scratches, cuts, creases, scores, cracks or breaks from a maladjusted or improper automated lift arm or semi- automated lift arm or semi-automated dumper, including squeezing lid with arm and dropping cart into packer or possible wheel/axle damage and including excessive lift speed including any lift speed faster than six seconds for full lift- dump-down cycle. o Failure to properly open or secure lids when emptying or handling carts. o Improper use such as any use other than for storage, transport, and dumping normal single unit residential solid wastes, including such improper use as: ~ Construction, industrial, landscaping, liquid storage/transport, bulk solids storage/transport, recreational, commercial, food service and institutional applications. Contract between Augusta and Cascade Engineering Inc. Page 10 000 2. Additional Warranty above the Standard Warranty. The entire cart is covered by a minimum ten (10) year, full and non-prorated warranty. Said warranty shall begin upon County Properly Receiving said Carts as defined by this Contract. Any component or parts which fail to perform as specified in this warranty shall be replaced. by the Contractor at No Charge to the County by delivering the' items to the locations as specified by the County. The County at its discretion may make minor or urgent repairs with its own labor. The County agrees to furnish, in writing, a list of Carts repaired with the nature of the repair. Upon notification from the County, the Contractor shall make arrangements to make any warranty repairs. The Contractor shall supply all labor and parts for those repairs at no charge for transportation, parts, labor, or any other fees or charges. At least quarterly the Contractor shall provide reports to the County reflecting each repair made or other disposition. The Contractor warrants components and parts from failure. Any component or part that becomes inoperable during the period stated herein will be replaced by the Contractor at no cost to the County. Warranty includes, but is not limited to, the factors listed below: 2.1. Failure of the lid to prevent rainwater from entering the container when closed on the container body. 2.2. Failure of the lid hinge to remain fully functional and continually hold the lid in the originally designed and intended positions when either opened or closed. 2.3. Damage to the container body, the lid, or any component parts caused by opening or closing the lids. 2.4. Failure of the axel or any other metal components to remain free of excess rust and corrosion to be determined by the County. 2.5. Failure of any plastic component to be resistant to damage in the event of contact with any common household or residential products or chemicals. 2.6. Failure of any portion of the bottom of the cart to remain impervious to damage or wear-through after repeated contact with rough and abrasive surfaces. At any time during this warranty's period, any Carts bottom becomes worn, torn, punctured, or fractured, whether through normal wear and tear or otherwise, so that it leaks when filled with water, such Cart body shall be replaced in its entirety and without charge under the warranty. Contract between Augusta and Cascade Engineering Inc. Page 11 of70 2.7. Failure of the plastic tire to remain in place and fully serviceable, as designed and intended on the wheels. 2.8. Failure of the Cart body, lid, hardware, or any component parts to remain their original shape. 2.9. Failure of the wheels, axles, tires or other components to provide continuous, easy mobility as originally designed and intended. 2.l0.Failure of any Cart body, lid, wheels, or other component part to conform to the minimum standards specified herein; e.g., failure to use only first quality, high density, resin or parts. 2.ll.Failure or damage to cart caused by incompatibility of the cart and the County's contracted private haulers cart lifters/dumpers provided that all equipment is maintained and operated within manufacturer's specifications for installation, operation, cycle times and maintenance. 2.12. Failure of any components that are designed to be wear points and need to be replaced. 2.13. Failure of in-mold graphics to retain their original color, clarity, and integrity. 2.14. Failure of any RF Id tag to remain attached to the Cart, be read by a proper RF Id tag reader, or other means of becoming inoperable. 2.15. In addition to other costs that may be recouped, the County 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. 2.16. Cascade reserves the right to inspect hauler/private hauler(s) equipment to determine suitability with carts and to assess if equipment is operated within manufacturer's specifications for cycle time and compatibility. Should incompatibilities be determined with hauler(s) equipment, CE will make a written request, indicating the appropriate adjustments to comply with manufacturer's specifications for the equipment. Should the hauler opt not to make adjustments, any damage occurring as a result of incompatibility will be deemed negligence and is not warrantable. Cascade will make a minimum of one inspection annually of hauler equipment. 2. Warranties/Guarantee Contractor warrants that all materials, equipment, products, and/or services provided shall be fit for the purpose(s) for which they are intended, for merchantability, and shall conform with the specifications which are made an attachment and incorporate by reference to this contract. Contractor further warrants that all items shall comply with the applicable safety and health standards established for such products by the U.S. Occupational Safety and Health Act (OSHA) and/or Consumer Products Safety Act, and all other applicable federal laws or agency rules; all items are properly packaged; and all appropriate instructions or Contract between Augusta and Cascade Engineering Inc. Page 12 000 warnings are supplied including any applicable MSDS sheets. Contractor further warrants that it has good title to goods supplied hereunder and that they are free of all liens and encumbrances. These warranties are in addition to those implied in fact or in law. All warranties included in this or the specification, unless expressly described otherwise, will cover labor, travel, time, mileage, or zone charge for the life of the warranty. 3. Guarantee The Contractor shall guarantee all materials, products/services and equipment furnished and work performed for a period of ten (10) year from the date of acceptance by Augusta. The Contractor warrants and guarantees for a period often (10) year the completed system is free from all defects due to faulty materials or workmanship and the Contractor shall promptly make such corrections as may be necessary by reason of such defects including the repairs of any damage to other parts of the system resulting from such defects. The Augusta will give notice of observed defects with reasonable promptness. In the event that the Contractor should fail to make such repairs, adjustments, or other work that may be made necessary by such defects, the owner may do so and charge the Contractor the cost thereby incurred. The contract will be bonded by one year renewable bonds. Contract between Augusta and Cascade Engineering Inc. Page 13000 PUBLIC AWARENESS CAMPAIGN 1. The Contractor shall provide a public awareness campaign to educate the customers of dos and don'ts of using the Carts as well as key solid waste program information during the initial implementation phase of this Contract. This initiative shall include the following: 1.1. Develop and implement an informational flier(s) specific to the solid waste program of the County to be delivered during the implementation phase. 1.2. Develop and implement a video for public access channels. 1.3. A direct mailing to residents who received Carts re-informing of do's and don'ts as well as other solid waste program information. 2. The contractor shall provide literature of the dos and don'ts of using the Carts as well as key solid waste program information as part of on ongoing public awareness campaign to educate the customers. 2.1. Develop and implement informational flier(s) specific to the solid waste program of the County to be delivered every time a Cart is delivered, exchanged or touched for warranty purposes. 3. Items to be included shall include the following. This list many not be all inclusive. 3.1. Materials to be collected and how such materials are to be prepared. 3.2. Date that the customer shall begin using the new Cart that was delivered. 3.3. Cart and material placement information. 3.4. Days of Service by commodity. 3.5. Telephone number of the County department that customers can call for additional information or for questions. 4. Augusta may wish to coordinate other facets of public awareness, education, communications, literature, etc via this Contract, called Media. 4.1. Augusta has included an annual budget (not to exceed) amount for Media services in exhibit C, which are in addition to those aforementioned. 4.2. Augusta and Contractor will work closely to determine the scope of work for Media servIces. 4.3. Contractor shall charge the actual cost of said Media services plus an administrative fee of ten percent (10%) for those services. 4.4. Augusta shall have input on any subcontractors working on this portion of the project, and Augusta must approve all said subcontractors prior to any work being performed. Contract between Augusta and Cascade Engineering Inc. Page 14000 DELIVERY OF CARTS 1. Days of Delivery The Contractor shall make all deliveries on the days of Monday through Saturday, or as otherwise required by County. Any deviations to this shall have prior written approval from the County, and the County shall have the final and sole decision. 2. Additional Carts 2.1. The residents of the Contract Area may request one or more additional Carts from the County. 2.2. All additional Carts must be approved by the County prior to being delivered. 3. Place of Deliverv 3.1. The normal delivery point for Carts shall be at curbside or at the right of way. Special arrangements may be made by the County on a case-by-case basis to accommodate extraordinary situations. 3.2. The County on a case-by-case basis may require alley delivery. 3.3. The County shall monitor any delivery routes or a portion of a route on a regular basis to determine if the Contractor is placing Carts in the appropriate locations in a neat and orderly manner. 3.4. The Contractor shall provide special placement(s) for those individuals who are designated as Handicapped/Special Needs by the County. 3.5. If it would appear to a reasonable person that the Contractor is not placing Carts in a neat and orderly manner and the Carts upright, then the Contractor could face damages as stated within the liquidated damages section of this Contract. 4. County Liaisons County shall provide personnel during the assembly and delivery process to respond to resident questions. This may be County personnel or hauler contractor personnel providing that there is route familiarity. 5. Delivery to Additional Locations The County may add additional delivery points within the Contract Area: at its sole option. This could include items such as County Cans, Bus Stops, Businesses, County Buildings, or any other locations as directed by the County. Contract between Augusta and Cascade Engineering Inc. Page 16 of70 6. Time of Delivery The Contractor shall make delivery between dawn to dusk Monday through Saturday. Any other schedule must be approved in writing by the County. 7. Service Disruptions Due to Weather Service disruptions due to weather shall occur when one (1) or more of the following events have occurred. 7.1. The County closes for a weather related issue. 7.2. The County notifies the Contractor of the County's wish to have the Contractor suspend services for weather related issues. 7.3. The Contractor notifies the County of the Contractors wishes to suspend assembly and delivery services for weather related issues. The County shall reasonably evaluate the situation, and make a determination of such conditions. 8. Service Disruptions - Non Weather A number of impediments may require special efforts to accomplish under this Contract. 8.1. On-Street Parking Certain neighborhood streets allow "on-street parking" which may present impediments. The Contractor shall perform services even if the curb is blocked. 8.2. Blocked Streets/Renovations/Construction When closure of roadways providing access, blocked streets or other disruption beyond the Contractor's control prevents timely service on the scheduled day. If service was not possible, the Contractor shall provide service on the next business day. 9. Cart Stora2e The Contractor shall coordinate storage space for Carts. Augusta will locate and provide suitable County owned property for storage purposes. Storage area(s) shall be secure and paved. The area must provide for access and adequate turn around for 53' trailers. A minimum of four (4) areas need to be provided for staging. 10. Meetin2s and Communication In order to minimize problems during the implementation phase 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: 10.1. The period from the date the Contract is awarded until initial services have been Contract between Augusta and Cascade Engineering Inc. Page 17 000 completed (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 once a week basis 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 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. 10.2. After the Implementation Phase, meetings shall be held at least on a semi-annual basis, unless otherwise mutually agreed to. 10.3. Should the County utilize the asset management system of the Contractor, a monthly meeting may be required should Augusta request such meetings. 10.4. Meetings shall be held at the offices of the County 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. 11. Removal of Existin2 Carts The Contractor may enter a separate agreement with Augusta's solid waste collection Haulers to remove their current carts. This agreement will be separate from this Contract, and Augusta shall not bear any cost for the removal of said used carts. Contract between Augusta and Cascade Engineering Inc. Page 18 000 ASSET MANAGEMENT SYSTEM/INITIAL AUDIT 1. The Contractor shall provide a detailed initial audit associated with this Contract. The Contractor shall provide the following: 1.1. A complete audit of the collection area including vacant lots, unimproved property, multifamily, multi unit, single family, and other property definitions as well as, number of cans delivered, can id's delivered, and other information as requested by Augusta. 1.2. Must coordinate with Augusta's GIS, IT department(s) to ensure program success. 1.3. Uploading data into a usable format for new billing software program. 1.4. Provide a list of changes back in original format. 1.5. Provide a list of exceptions from the original list. 1.6. Providing the hardware and software to perform audit, install, and future maintenance. 2. The Contractor shall provide a detailed asset management system associated with this Contract. The Contractor shall provide the following: 2.1. Deliver, collect, clean, remove and maintain carts for Augusta. 2.2. Perform warranty repairs to carts as needed. 2.3. Coordinate warranty claims on behalf of Augusta. 2.4. Track and report on non-warranty claims and damages to carts, so Augusta may bill or recoup costs associated. 2.5. Provide new customer welcome packets or other Media as carts are delivered. 2.6. Attend community events to educate the public about Cart use, cleaning, do's and don'ts, etc. 2.7. Work/educate haulers of proper use, maintenance, and care of cart tippers/dumpers to limit warranty and/or damage claims. 2.8. Keep proper inventory of assets ensuring program success. 2.9. Provide full history of all transactions and associated costs. 2.10. Assign and maintain containers locations. 2.11. Provide real time asset value. 2. 12. Provide real time asset location(s). Contract between Augusta and Cascade Engineering Inc. Page 19 of70 2.13. Ensure accurate inventory. 2.14. Provide real time route audits as well as possible annual audits. 2.l5.Generate custom reports. 2.16. Provide a web site to Augusta to track and review aforementioned items. 2.17. Provide training on hardware and software utilization, reporting, etc. 2.18. Other tasks as assigned, relevant to asset management, placement of carts, warranty and auditing of assets. 3. Supplvin2 Carts 3.1. The Contractor will supply the County with Carts for distribution to the Customer. 3.2. Carts for new customers shall be delivered within forty eight (48) hours of notification from the County. Carts will be delivered in a clean, sanitary, working condition. 3.3. The Carts shall be provided with instructions of proper use, including any customer actions that would void manufacturer's warranties, such as placement of hot ashes in the Cart causing the Cart to melt, and procedures to follow to minimize potential fire problems. A pamphlet explaining the dos and don'ts, program requirements, directions for placement of the Cart, and notification of the day of the week when the customer will receive collection will be provided with each Cart. 3.4. No other cans or Carts may be placed into service unless approved by the County or as otherwise noted in the Contract. 3.5. Should a customer require a replacement Cart due to loss, stolen or damage, the Contractor has forty eight (48) hours or the next garbage collection day, whichever is greater, to replace the Cart with a Cart in clean, sanitary, working condition. A list of lost or damaged Carts will be provided to the County with the Monthly Report, to include address so the County may bill the appropriate party. 3.6. The Contractor is responsible for all repairs to Carts. Only factory or approved parts may be used to repair said Carts. Any damaged Carts that can not be repaired by the Contractor shall be returned to the County so they may follow the warranty process. 3.7. If a customer discontinues service, the Contractor has forty eight (48) hours to collect the Cart. 3.8. All Carts physically returned to the County shall be clean, sanitary, and in working condition, unless being returned for damages beyond repair, then the Cart must be returned clean and sanitary. 3.9. This section is subject to the liquidated damages section of this Contract. Contract between Augusta and Cascade Engineering Inc. Page 20 000 4. Cart Stora2e The County shall provide storage space for Carts. The Contractor shall be responsible to keep said storage area neat and clean. 5. Minimum CartlBin Percenta2e The Contractor shall work with the County to ensure a minimum inventory of Carts, and parts (lids, wheels, axels, spacers, dump bars, etc). The County and Contractor will work to establish minimum mventories required for success. Contract between Augusta and Cascade Engineering Inc. Page 21 000 MANNER OF SERVICE I. Employee Conduct 1.1. The Contractor is responsible for providing supervIsIOn necessary to ensure that 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. Employees shall wear or carry identification supplied by the Contractor. 1.2. When the County identifies unsatisfactory conduct by an employee and the County 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 the County 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. 1.3. The Contractor will notify the County of remedial action taken. 1.4. The County 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. 1.5. Through the process identified above, the County will have the sole right to require the removal and replacement of such employee(s) by the Contractor and/or subcontractors. The County shall exercise such right by providing written notice to the Contractor via U.S. Mail, fax or email. Such notice will include the County's reason for the request. 1.6. The Contractor will ensure that they and/or the subcontractor employ sufficient qualified persons to prosecute the work and complete this contract. 1.7. The term "personnel" shall include all staff provided by the Contractor or its subcontractors who work or perform services under this Contract. 2. Dama2e Claims 2.1. 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. 2.2. The Contractor shall notify the County immediately of any damages and/or damage claims as set forth in the section above, and shall indemnify and hold harmless the County for same. Written notice of any damages and/or damage claims shall be provided to the County within three (3) business days of the date of incident, and shall include the name, address, telephone number, description of incident, witness Contract between Augusta and Cascade Engineering Inc. Page 22 of 70 information and the description of the remedy. The Contractor shall actively work to resolve the claim in a timely manner. Timely shall mean, after the Contractor has received notice of damage: a) claims which are processed directly by the Contractor (not a claim submitted under insurance) shall be resolved within thirty (30) calendar of the day of incident; and, b) claims to be submitted to an insurance carrier, will be reported to the carrier within ten (10) business days and a position letter on the claim reported from said claim within thirty (30) calendar days. For extenuating circumstances, upon written request from the Contractor, the County at its sole option may extend the above mentioned time period. If the damage claim is deemed as Contractors responsibility and is not processed within the applicable period, the County may take any action it deems necessary to make the injured party whole and deduct the same from amounts due the Contractor. 3. Customer Grievances The Contractor will designate a representative to adjudicate customer grievances. At the County's request, the representative will join the County in meeting with an aggrieved customer within 24 hours of notification to resolve a complaint. 4. Emplovee Uniforms/Identification 4.1. Employees who perform work under this Contract shall wear a uniform. Uniforms shall be of similar type and color for employees. 4.2. 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. 4.3. 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 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. 4.4. 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. 4.5. The Contractor shall carry identification indicating the name of the employee, the company name and contact information. Contract between Augusta and Cascade Engineering Inc. Page 23 000 CONTRACT PRICING 1. Increase or Decrease in Quantities The County reserves the right to increase or decrease the quantities of any item under this contract and pay according to the unit price, as listed. If the unit price does not compute to the total price the unit price shall govern. 2. Ne2otiation of Additional Services Should services be required that are not called for in this Contract, the Contractor and the County may negotiate to provide said services at a negotiated service level and cost. 3. Taxes Augusta, Georgia is exempt from Georgia Sales Tax and Federal Excise Tax. No prices charged should include these taxes under any circumstances. 4. Pavrnent for Services 4.1. The County shall pay the Contractor after receIvmg products/services under this Contract. Payment shall be based on the products/services received multiplied by the appropriate rate. 4.2. The County shall deduct any assessments due from the payment owed to the Contractor. 4.3. The County shall add additional monies owed for additional products/services provided for under this Contract. 5. Contract Price(s) See Exhibits: A through C 6. Adiustments 6.1. CMAI Adjustment (a) The Contractor shall be entitled to one hundred percent (100%) of the actual percentage change in the CMAI (as hereinafter defined). (b) The "CMAI" is the Commercial Market Associates, Inc. plastics index that reports current market costs for HDPE-injection grade resin as reported monthly in Plastics News from major petrochemical suppliers. The CMAI index is the industry standard for per pound resin costs. Contract between Augusta and Cascade Engineering Inc. Page 24 of 70 (c) General conditions for adjustments 1. The CMAI Index percentage change will be determined from January 1 sl to December 31 sl of the previous year, with an implementation of the adjustment on June 1 st, and every June 1 sl thereafter with the first increase starting in June of2007. 2. The Contractor must notify the County in writing by March 31 sl of each year beginning March of2007, 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. 3. In any event, the adjustment(s) will be limited to a maximum increase amount of four percent (4%) annually and a maximum decrease amount of eight percent (8%) annually. 4. Should there be an extraordinary change in the cost of resin used to manufacture Carts which are utilized by Augusta which impacts the true cost of the contract, the Contractor and/or the County shall have the right to petition for an equitable adjustment. 2. Payment Procedure a. The Contractor shall submit a monthly invoice to the County. The invoice shall be for products/services performed in the previous month at a price for that product/service as outlined in Exhibits A through C and other provisions in this Contract. b. The. County shall pay the Contractor within thirty (30) days of receipt of an undisputed invoice. c. Payment requests shall be accompanied by: 1. Data supporting the payment request. 2. 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. 3. Certification from the Contractor that is has evaluated all conditions as may relate to this Contracts "Most Favorable Customer" language, and can certify that it has met all said requirements thereof. 4. Certification from the Contractor that it has fully and properly met all obligations under the Contract, and has done so fully and honestly. Contract between Augusta and Cascade Engineering Inc. Page 25 of 70 5. Required DBE forms. 6. Payment for services will not be paid until the above mentioned items have been received. d. Should the County 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. 3. Most Favorable Customer If Contractor, at any time during the Contract period enters into an agreement or contract with another customer (public or private), with a location in the Southeast region (NC/SC/TN/GAI AL/MS) and offers the same or substantially the same base product(s), service(s), or additional products or services that may be considered options offered to the County on a basis that provides pnces, warranties, benefits and or terms more favorable than those provided to the County, Contractor shall notify Augusta of that offering on a quarterly basis. This Contract with Augusta shall be deemed to be automatically amended and effective retroactively to the effective date of the most favorable agreement or contract, wherein Contractor shall provide the same prices, warranties, benefits, or terms to Augusta. The County shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null void. Augusta shall have the sole and final decision on what is considered the most favorable. Contract between Augusta and Cascade Engineering Inc. Page 26 of 70 REPORTING REQUIREMENTS 1. Report/Information Specifications 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. The County reserves the right to dictate format, style and to the extent possible, standardization of all reports and information required under this Contract. The County may require reports in hard COpy and/or electronic copy for any and all reports. This list may not be inclusive of the reports or information required by the Contractor under this Contract. The County further reserves the right to alter the reporting requirements from time to time. 1.1. Project time schedule 1.2. Weekly manufacture status 1.3. Weekly delivery status to County with attached manifesto 1.4. Phase delivery schedule 1.5. Daily status report - recording number of deliveries per day 1.6. Audit results 1.7. Inventory 1.8. Cost tracking Contract between Augusta and Cascade Engineering Inc. Page 27 of 70 SECURITY, LIABILITY, DAMAGES 1. Indemnitv Contractor shall defend, indemnify, and hold harmless the County (including its officers, employees, and agents) from all demands, damages, liabilities, costs, and expenses (including reasonable attorney's fees), judgments, settlements, and penalties of every kind arising out of its performance of products/services including, without limitation, damages for personal injury or death or loss or damage to property due, or claimed to be due, to the negligence or willful misconduct of Contractor including such portion thereof due, or claimed to be due, to the negligence of the County except that Contractor shall have no duty to hold harmless the County for such portion of the foregoing proximately caused by negligence or misconduct of the County, and if any suit, claim, or demand was defended by Contractor, then the County will reimburse Contractor for its pro-rata share of its costs, expenses (including reasonable attorney's fees), and damages. The County may elect to participate in the defense of any suit, claim, or demand by employing attorneys at its own expense, without waiving Contractor's obligations to indemnify, defend, or hold harmless. Contractor shall not settle or compromise any claim, suit, or action, or consent to entry of judgment without the prior written consent of the County and without an unconditional release of all liability by each claimant or plaintiff to the County. 2. Limitation of Liabilitv Each party's liability to the other for any loss, cost, claim, liability, damage, or expense (including attorneys' fees) relating to or arising out of any negligent act or omission in its performance of obligations arising out of this Contract, shall be limited to the amount of direct damage actually incurred. Absent gross negligence or knowing and willful misconduct which causes a loss, neither party shall be liable to the other for any indirect, special or consequential damage of any kind whatsoever. 3. Insurance The Contractor shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the Contractor's execution of the work, whether such execution be by himself or by any other subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 3.1. Claims under workman's compensation, disability benefit, and other similar employee benefit acts; 3.2. Claims for damages because of bodily injury, occupational sickness or disease, or death of his employees; 3.3. Claims for damages because of bodily injury, sickness or disease, or death of any person other than his employees; Contract between Augusta and Cascade Engineering Inc. Page 28 of 70 3.4. Claims for damages insured by usual personal injury liability coverage which are sustained (1) by any person as a result of an offense directly or indirectly related to the employment of such person by the Contractor, or (2) by any other person; 3.5. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from. Certificates of Insurance acceptable to the Augusta shall be filed with the Augusta prior to commencement of the work. These Certificates shall contain a provision that coverage afforded under the policies will not be canceled unless at least thirty (30) days prior written notice has been given to the Augusta. The Contractor shall procure and maintain, at his own expense, during the contract time, liability insurance as hereinafter specified. The limits of liability the contract time, liability insurance as hereinafter specified. Contractor's General Public Liability and Property Damage Insurance including vehicle coverage issued to the Contractor and protecting him from all claims for personal injury, including death, and all claims for destruction of or damage to property, arising out of or in connection with any operations under the contract documents, whether such operations be by himself or by any subcontractor under him, or anyone directly or indirectly employed by the Contractor or by a subcontractor under him. Insurance shall be written with a limit of liability of not less than $1,000,000 for all damages arising out of bodily injury, including death, at any time resulting therefrom, sustained by anyone person in anyone accident; and a limit of liability not less than $1,000,000 aggregate for any such damages sustained by two or more persons in anyone accident. Insurance shall be written with a limit of liability of not less than $1,000,000 for all property damage sustained by anyone person in anyone accident; and a limit of liability of not less than $1,000,000 aggregate for any such damage sustained by two or more persons in anyone accident. The Contractor shall acquire and maintain, if applicable, Fire and Extended Coverage insurance upon the contract to the full insurable value thereof for the benefit of the Augusta, the Contractor, and subcontractor as their interest may appear. This provision shall in no way release the Contractor or Contractor's Surety from obligations under the Contract documents to fully complete the project. The Contractor shall procure and maintain, at his own expense, during the contract time, in accordance with the provisions of the laws of the state in which the work is performed, Workmen's Compensation Insurance, including occupational disease provisions for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case any class of employees engaged in hazardous work under this Contract at the site of the project is not protected under Workmen's Compensation statute, the Contractor shall provide, and shall cause each subcontractor to provide, adequate and suitable insurance for the protection of his employees not otherwise protected. Each insurance policy shall be renewed 10 days before the expiration date thereof. Insurance policies must be carried by a recognized insurance company licensed to do business in the state in which the project is constructed and approved by the Owner's Attorney. Contract between Augusta and Cascade Engineering Inc. Page 29 of 70 The insurance certificates themselves must contain the naming of the aforestated special hazards. The Contractor shall not commence work under this Contract until he has obtained all of the insurance required and such insurance has been approved by the Owner, nor shall the Contractor allow any subcontractor to commence work on his subcontract until the insurance required of the subcontractor has been so obtained and approved. In the event any insurance coverage should be canceled or allowed to lapse, the Contractor will not be permitted to work until adequate and satisfactory insurance is in effect. Failure to keep insurance policies in effect WILL NOT be cause for any claims for extension of time under this Contract. 4. Contract Security The Contractor shall within ten (10) days after the receipt of the Notice of Award furnish the County with an annual Performance Bond and a Payment Bond in penal sums equal to the amount of the fIrst year of the Contract price or one hundred thousand dollars ($100,000), whichever is greater, conditioned upon the performance by the Contractor of all undertakings, covenants, terms, conditions, and agreement of the contract documents, and upon the prompt payment by the Contractor to all persons supplying labor and materials in the prosecution of the work provided by the contract documents. The performance and payment bonds will be renewed annually. The second and subsequent years of the contract will be bonded in the amount of 100% of the contract for each such year or one hundred thousand dollars ($100,000), whichever is greater. Failure of Western Surety to renew or issue additional bonds on the project would not constitute default on any previously issued bond. Cascade Engineering will own the responsibility for ensuring that bonds are renewed annually. The performance bond provided by Western Surety Company will cover only the first year of warranty. The balance of the ten year warranty will be the sole responsibility of Cascade Engineering, Inc. Such bonds shall be executed by the Contractor and a corporate bonding company licensed to transact such business in the state in which the work is to be performed and named on the current list of "Surety Companies Acceptable on Federal Bonds" as published in the Treasury Department Circular Number 570. The expense of these bonds shall be borne by the Contractor. If at any time a surety on any such bond is declared a bankrupt or loses its right to do business in the state in which the work is to be performed or is removed from the list of Surety Companies accepted on Federal Bonds, Contractor shall within ten (10) days after notice from the Augusta to do so, substitute an acceptable bond (or bonds) in such form and sum signed by such other surety or sureties as may be satisfactory to the Augusta. The premiums on such bond shall be paid by the Contractor. No further payments shall be deemed due nor shall be made until the new surety or sureties shall have furnished an acceptable bond to the Augusta. The attorney-in-fact or officer who signs the Performance Bond and the Payment Bond for a surety must file with such bond a certified copy of his power of attorney authorizing him to do so. Contract between Augusta and Cascade Engineering Inc. Page 30 of 70 5. Liquidated Dama2es - Reasonable pre-estimate of Owners Dama2es 5.1. 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 the section addressing default under this Contract. The County and Contractor expressly agree that the potential harm or injury to the County caused by the following incidents of substandard performance are difficult or impossible to accurately estimate. The County and Contractor stipulate that the following damages are a reasonable pre- estimate of the probable loss to the County and the public. The parties agree that these provisions for liquidated damages are not intended to operate as penalties for breach of Contract. 5.2. This Section is independent of the default provision within this Contract. The amounts agreed to herein for each act or omission( s) are Liquidated Damages. Liquidated Damages may be set-off and deducted from the monthly payment to the Contractor. 5.3. This section will be effective on the Start Date. (a) Performance Standard (Omission): Damage: (b) Performance Standard (Omission): Damage: (c) Performance Standard (Omission): Damage: Not placing Carts in the designated locations in a neat, upright and orderly manner. $10 per incident Not completing the agreed upon implementation phase and or manufacturing schedule within the specified period. $1000/for each consecutive calendar day Not completing a delivery to an address within (48) hours or the next garbage collection day, whichever is greater. $25 per incident per day (each Cart represents a separate incident) (d) Performance Standard (Omission): Failure to deliver educational package to each resident. Damage: $5/per incident. Contract between Augusta and Cascade Engineering Inc. Page 31 of70 ( e) Performance Standard (Omission): Failure to start the implementation phase on the agreed upon date. Damage: $l,OOO/for each consecutive calendar day. 5.4. The liquidated damages set forth above are not intended to compensate the County for any damages other than inconvenience and loss of use or dell:lY in services. The existence or recovery of such liquidated damages shall not preclude the County from recovering other damages in addition to the payments made hereunder which the County can document as being attributable to the above referenced failures. In addition to other costs that may be recouped, the County 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. Contract between Augusta and Cascade Engineering Inc. Page 32 of 70 EQUAL OPPORTUNITy/NoN-DISCRIMINATION, DRUG FREE WORK PLACE 1. Good Faith Use of Disadvanta2ed Business Enterprises It is an official policy of the Augusta-Richmond County Commission, other Augusta- Richmond officials, and employees, that all necessary and reasonable steps shall be taken to ensure that disadvantaged business enterprises including small business enterprises have the maximum opportunity to compete for and participate in all contracts and subcontracts. Further, the Augusta-Richmond County Commission has the option to establish incentives to promote business opportunities covered by Augusta-Richmond County Codes 1-10-61. To implement this policy, County encourages minority participation through subcontracting, joint ventures, or other methods in contracting for services. In order to expedite the evaluation process, we have attached is the Checklist for Good Faith Efforts, Proposed Disadvantaged Business Enterprise Participation, and Letter of Intent to Perform forms. The Contractor should complete the Proposed DBE Participation Form, indicating the percentage of participation for this Contract. Augusta-Richmond County's office of Disadvantaged Business Enterprise is available at (706) 826-1325 as a resource in identifying local Disadvantaged Business Enterprise (M/WBEs and SBEs). 2. Definition(s) 2.1. Minority Person - A United States citizen or permanent resident alien (as defined by the Immigration and Naturalization Service) of the United States, who is Asian, Black, Hispanic, Native American, or female, also one who is economically and socially disadvantaged. 2.2. Disadvantaged Business Enterprise (M/WBE and SBE) - A business which is owned or controlled by minority persons who have been deprived of the opportunity to develop and maintain a competitive position in the economy because of social and economic disadvantages. . The ownership interest must be real and continuous and not created solely to meet the minority business or minority contractor provisions of this Policy. More specifically, disadvantaged business refers to any small business concern which: (a) Is at least fifty-one 51% owned by one or more minority citizens of the United States who are determined to be socially and economically disadvantaged? (b) Is a corporation, with fifty-one percent (51 %) of all classes of voting stock of such corporation must be owned by an individual determined to be socially and economically disadvantaged. (c) Is a partnership, with fifty-one percent (51 %) of the partnership interest is owned by an individual or individuals who are socially and economically disadvantaged and whose management and daily business operations are controlled by individuals determined to be socially and economically disadvantaged. Such individuals must be involved in the daily management and operation of the business concerned. Contract between Augusta and Cascade Engineering Inc. Page 33 of 70 2.3. Women Business Enterprise (WBE) - A business which is owned and controlled by one or more females and who have been deprived of the opportunity to develop and maintain a competitive position in the economy because of social and economic disadvantages. . 2.4. Small Business Enterprise (SBE) - A local small business which has its principal office and place of doing business in Augusta-Richmond County which is not dominant in its field of operation and is regarded as small in size as measured by its annual gross receipts being less than $500,000. 3. DBE Utilization 3.1. Obligation (a) Contractors are required to make all possible efforts that are reasonable to ensure that M/WBEs and SBEs have full and fair opportunities to compete for performance by complying with the requirements of this clause. Included in these requirements is the achievement of a good faith effort to utilize Disadvantaged Business Enterprise under this Contract either directly or indirectly through work, services or supplies or other available means, and/or substantiation that there is a good faith effort to ensure that DBEs had the maximum opportunity to participate in the performance of work under this Contract. Contractors shall not discriminate on the basis of race, ethnicity, national origin or gender in the award and performance of the work under this contract. 3.2. Compliance (a) The Contractors participating in this contract are hereby notified that failure to fully comply with the County's DBE policy, as set forth herein, shall constitute a breach of contract which may result in termination of the Contract or such other remedy as deemed appropriate by the County. 3.3. Requirements and procedures subsequent to Contract award and prior to issuance of notice to proceed (a) Upon approval of the required DBE utilization documentation, including but not limited to (Contractor's DBE Utilization Form; Proposed DBE Participation Form) the successful Contractor shall enter into a subcontract with each approved subcontractor. A copy of said sub-contract shall be provided to the County prior to the start date of the Contract. The Contractor, thereafter shall neither terminate nor significantly reduce the scope of work to be performed by, or significantly decrease the price to be paid to, the subcontractor there under, without, in each instance, prior written approval of the County. All requests are to be made in writing. An additional copy of said request shall be sent to: Director of Disadvantaged Business Enterprise 501 Greene Street, Suite 304 Augusta, Georgia 30901 Contract between Augusta and Cascade Engineering Inc. Page 34 000 (b) DBE Substitutions - Failure to comply with the terms of the Contract, including required use of DBE's as indicated on the Contractor's Statement of the DBE Utilization form constitutes breach of contract, and may lead to the cancellation or termination of the Contract. The Contractor must notify the County, in writing of the necessity to substitute a new DBE in order to fulfill the DBE requirements prior to a substitution being made. The letter requesting approval of a substitution must give specific reasons for justifying release by the County of prior DBE commitments specified in the Contractor's proposal. An additional copy of said request shall be sent to: Director of Disadvantaged Business Enterprise 501 Greene Street, Suite 304 Augusta, Georgia 30901 Actual substitution or replacement of DBEs to fulfill the DBE Contract requirements shall not be made before the County's written approval is given as the acceptability of the substitute DBE. ( c) After award of the Contract, no waiver of the DBE requirements will be granted except in exceptional circumstances. Requests for complete or partial waiver of the DBE requirements of this Contract must be submitted in writing to the County, stating all details of the request, the circumstances, and any additional relevant information. The request must be accompanied by a record of all efforts taken by the Contractor to locate specific DBEs, to solicit DBE bids, and to seek assistance from the Office of the Disadvantaged Business Enterprise, (706) 826-1325. An additional copy of said request shall be sent to: Director of Disadvantaged Business Enterprise 501 Greene Street, Suite 304 Augusta, Georgia 30901 (d) In cases, where an enterprise was previously considered to be DBE is found not to be bona fide, the County will consider the following special criteria in evaluating a waiver request. (1) Whether, the prime contractor was reasonable in believing the enterprise to be a bona fide DBE; and (2) Whether reasonable efforts were taken to substitute the DBE involved. 4. Reportin2 ReQuirements and Post Award Compliance To assist the County in determining the responsibility of the Contractor in adhering to the DBE requirements of the Contract, the successful Contractor shall submit the DBE validating information. 4.1. Attachment "A" and Attachment "B" shall be completed and submitted with proposal in a separate sealed envelope, indicate N/ A if no participation. Contract between Augusta and Cascade Engineering Inc. Page 35 of 70 4.2. All firms must have a valid and current certification awarded by the Office of the DBE; Department of Transportation; GDOT; or other recognized certification entity. (a) Any Contractor found to have knowingly engaged in or participated in any attempt, directly or indirectly, to evade the requirements of this DBE Contract clause may be declared ineligible for any future contracts paid for, in whole or in part by the County. Furthermore, the Contractor may be held liable to the County for any forfeiture of funds or damages caused by a delay in the award or performance of the Contract resulting from the Contractor's non-compliance. (b) During the performance of the work under this contract, the Contractor shall keep such records as are necessary to determine compliance with its DBE utilization obligations. Records to be kept by the Contractor will indicate the actual DBE and non-DBE contractors, types of work being performed, actual dollar value of work, services, and procurement (See Attachment C). Notice shall be made in writing, and include a copy to the Office of Disadvantaged Business Enterprise, any time during the contract period that the Contractor anticipates the established DBE requirements on the Contract will not be achieved. In the event the Contractor does not achieve the established requirement, the records shall also include the following: (i) the progress and efforts being made in seeking out disadvantaged contractors for work on this project; and (ii) documentation of all correspondence, contacts, telephone calls, etc., to obtain the services of disadvantaged business enterprises on this project. (c) During the Contract period, the Contractor shall submit reports (See Attachment C) monthly on contracts and other business transactions executed with DBEs with respect to the records cited to exact provision the records are referred to. The reports shall be in such a form, manner, and content as prescribed by the County. The report (See Attachment C) shall be submitted with each request for payment, no later than five (5) business days from the end of the month with a copy going to both the Solid Waste Department as well as to the Office of Disadvantaged Businesses Enterprise. 5. Non-discrimination Pursuant to IC 22-9-1-10 and the Civil Rights Act of 1964, Contractor shall not discriminate against any employee or applicant for employment in the performance of this contract. The Contractor shall not discriminate with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, color, religion, sex, disability, national origin or ancestry: Breach of this covenant may be regarded as a material breach of contract. Acceptance of this contract also signifies compliance with applicable Federal laws, regulations, and executive orders prohibiting discrimination in the provision of services based on race, color, national origin, age, sex, disability or status as a veteran. Contract between Augusta and Cascade Engineering Inc. Page 36 of 70 6. Non-Discriminatorv Service The Contractor will not discriminate against any customer or County 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 without regard to racial, ethnic, or cultural characteristics or relative standard ofliving of the neighborhood. 7. Dru2 -Free Workplace 7.1. The County 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; 7.2. 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; 7.3. 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; 7.4. 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; 7.5. 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; 7.6. 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; 7.7. 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 Fore2oin2 Provisions will be Inserted in All Subcontracts for Work Covered by this Contract Contract between Augusta and Cascade Engineering Inc. Page 37 of 70 OPERATIONS PLAN 1. Operations Plan 1.1. After the Contract has been awarded and a mlll1mum of (30) days prior to the implementation phase, the Contractor shall prepare and submit to the County a comprehensive and detailed Operations Plan, which describes in detail all tasks, procedures and resources associated with this contract. The Operations Plan, once approved by the County, will become a part of this Contract. 1.2. The Operations Plan shall spell out in detail all tasks, activities, events, procedures and resources necessary for the Contractor to provide for a smooth and efficient transition with minimum disruption to the County's Customer. The Operations Plan will further contain a time line and completion date for all such tasks and activities. The Contractor will ensure that certain essential operations as set forth in the Operations Plan will not be interrupted by any part of the transition. The Contractor shall seek the County's input in developing the Operations Plan, and the Operations Plan shall not be deemed final until accepted in writing by the County. 1.3. The Operations Plan shall be maintained by the Contractor, and shall be updated and submitted to the County on a weekly/daily basis throughout the implementation phase to reflect the current status of all work. Aside from updates to show tasks accomplished, q.o changes to the Operations Plan shall be made without the prior written approval of the County. 1.4. The County shall have the right to audit, on its own behalf or through agents, the Operations Plan and the progress of all work throughout the implementation. The County or its agents shall be entitled to conduct audits as it sees fit. 1.5. The Contractor will adhere to the schedule set forth in Operations Plan regarding the implementation and delivery of the containers. There shall be no extensions of the time periods or completion dates set forth in the Operations Plan without the County's written consent. 1.6. When stating days in the Operations Plan, it shall be based on Calendar Days. 1.7. Throughout the implementation phase weekly/daily reports will be made to the County regarding the progress of the transition. Contract between Augusta and Cascade Engineering Inc. Page 38 of70 ANCILLARY PROVISIONS 1. Audit and Inspections 1.1. During the term of the Contract and for a period of three (3) year after the termination or expiration of the Contract for any reason, the County 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. Copies thereof shall be furnished at no cost to the County if requested. 1.2. During the term of the Contract, the County shall have the right to inspect any item deemed necessary to ensure that Contract provisions are/were being met. This can include, but is not limited to; site visits to the office or other locations used under this Contract, field, shop inspections or equipment, etc. 1.3. The Contractor shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the cost incurred. They shall make such materials available at their respective offices at all reasonable times during the contract period and for three (3) years from the date of final payment under the contract for inspection by the County or by any other authorized representative of County government. Copies thereof shall be furnished at no cost to the County if requested. 2. Data The Contractor will treat as confidential information, all data, collected and processed in connection with the Contract ("Data"). Data processed by the Contractor shall remain the exclusive property of the County. Notwithstanding the foregoing, the County provides its consent to allow the Contractor to analyze, summarize and utilize Data, in the aggregate. The Contractor will not reproduce, copy, duplicate, disclose or in any way treat the Data supplied by the County in any manner except as contemplated by this Contract. Contractor understands and agrees that Data, materials, and information disclosed to Contractor may contain confidential and protected Data. Therefore, the Contractor promises and assures that Data, material, and information gathered, based upon or disclosed to the. Contractor for the purpose of this contract, will not be disclosed to others or discussed with other parties without the prior written consent of the County, except as contemplated above. Contract between Augusta and Cascade Engineering Inc. Page 39 of 70 3. Confidentiality of Data. property Ri2hts in Products and COPyri2ht Prohibition Contractor further agrees that all information, data findings, recommendations, proposals, etc. by whatever name described and by whatever form therein secured, developed, written or produced by the Contractor in furtherance of this contract shall be the property of the County. The Contractor shall take action as is necessary under law to preserve such property rights in and of the County while such property is within the control and/or custody of the Contractor. By this contract the Contractor specifically waives and/or releases to the County any cognizable property right of the Contractor to copyright, license, patent or other wise use such information, data findings, recommendations proposals, etc., except as contemplated above. 4. No Publicity 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 the County. The Contractor, its agents or representatives shall not reference this Contract or the County in any manner without the prior written consent of the County. 5. Contract Ri2hts 5.1. The parties reserve the right to amend this Contract from time to time by mutual agreement in writing. 5.2. Rights under this Contract are cumulative, and in addition to rights existing at common law. 5.3. Payment by the County and performance by the Contractor do not waive their Contract rights. 5.4. Failure by either party on any occasion to exercise a Contract right shall not forfeit or 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. 6. Open Records Act Contractor acknowledges that County records including this Contract are subject to Georgia's Open Records Act. 7. Interpretation 7.1. 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. 7.2. Captions are for convenient reference only. A caption does not limit the scope or add commentary to the text. Contract between Augusta and Cascade Engineering Inc. Page 40 000 8. Compliance with Laws Contractor warrants that all sales and transport of products to the County shall be in strict conformity with all applicable local, state and federal laws including, but not limited to, the standards promulgated by the occupational Safety and Health Act, Executive Order 11246, as amended, relative to Equal Employment Opportunity and all other applicable laws, rules, and regulations, including the Civil Rights Act of 1964 pertaining to equal opportunity, Section 503 of the Vocational Rehabilitation Act of 1973, the American with Disabilities Act, and Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974. Contractor agrees to indemnify and hold harmless the County from and against any loss, cost, claim, liability, damage, or expense (including attorney's fees) that may be sustained because of Contractor's breach of such warranty. 9. Dispute Resolution Any controversy or claim arising out of or relating to this Contract shall be settled by mediation in accordance with the commercial rules of JAMS. Any such controversy or claim shall be mediated on an individual basis and shall not be consolidated in any mediation with any claim or controversy of any other party. Any mediation shall be conducted in Richmond County, Georgia. 10. 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 Richmond County, Georgia. 11. Discretionary Waiver of Ri2ht to a Jury Trial The Contractor and County 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. 12. Specific Performance and Injunctive Relief The Contractor agrees that the Carts are critical to the County's operation and that monetary damages are not an adequate remedy for the Contractors failure to provide product/services . as required by the Contract, nor could damages be the equivalent of the performance of such obligation. Accordingly, the Contractor hereby consents to an order granting specific performance of such obligations of the Contractor in a court of competent jurisdiction within the State of Georgia. The Contractor further agrees that a failure by it to perform the services in the manner required by the Contract will entitle the County to injunctive relief. 13. Notices 13.1. 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: Contract between Augusta and Cascade Engineering Inc. Page 41 of70 To the County: To the Contractor: Director of Solid Waste 4330 Deans Bridge Road Blythe, GA. 30805 (706) 592-9634 Phone (706) 592-1658 Fax Cascade Engineering Inc. 3400 Innovation Court SE Grand Rapids, MI 49512 (616) 975-4800 Phone (616) 254-4174 Fax 13.2. 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. 14. Severability. 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. 15. 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. 16. No Bribery 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 the County in connection with the Contract. 17. Conflict of Interest Contractor certifies and warrants that neither it nor any of its directors, officers, agents, representatives, employees, or subcontractors which will participate in any way in the performance of the Contractor's obligations hereunder has or will have any conflict of interest, direct or indirect, with Augusta Richmond County or any of its departments, divisions, agencies, officers, directors or agents. 18. Chan2e in Control- Le2al Counsel 18.1. In the event of a change in "Control" of the Contractor (as defmed below), the County shall terminate the Contract for default unless the County has granted prior written approval. Such approval shall be at the sole discretion of the County. Any approval by the County for transfer of ownership or control shall be contingent upon the perspective controlling party becoming a signatory to the Contract and otherwise complying with Contract between Augusta and Cascade Engineering Inc. Page 42 000 the terms of the Contract. The Contractor shall notify the County 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. 19. Assi2nment Any assignment, in whole or in part, of Contractor's rights or obligation under this Agreement without the prior written consent of the County shall be void. In a case where the Contractor is allowed to assign all or any part of any money due or to become due under this Contract, the instrument of assignment shall contain a clause substantially to the effect that it is agreed that the right of the assignee in and to any money due or to become due to the Contractor shall be subject to prior claims .of all persons, firms, and corporations for services rendered or materials supplied for the performance of the work called for in these Contract documents. 20. Default In the event that (a) Contractor breaches any warranty contained herein; (b) Contractor or Contractor's insurance carrier fails to defend, indemnify, or hold harmless the County as required herein; (c) Contractor's performance under this contract violates applicable law; (d) Contractor admits insolvency, makes an assignment for the benefit of creditors, or has a trustee appointed to take over all or a substantial part of its assets; or (e) Contractor fails to perform under (deliver conforming products/services) or comply with any other provision of this Contract, such failure, breach, or violation shall constitute a default under this Agreement. 21. Termination for Convenience In the event of default by Contractor under this Contract, the County reserves the right without liability, in addition to its other rights and remedies, to terminate this Agreement with sixty (60) days notice to Contractor as to the portion of the products/services not yet delivered and to purchase substitute goods at the Contractor's expense. Contractor shall reimburse the County for the cost of such substitute goods upon Contractor's receipt of an invoice therefore. 22. Cancellation County may at any time cancel this Contract in whole or in part for its sole convenience upon sixty (60) days written notice to Contractor, and Contractor shall stop performing under this Contract on the date specified in such notice. The County shall have no liability as a result of Contract between Augusta and Cascade Engineering Inc. Page 43 of 70 such cancellation, except that the County will pay Contractor for delivered products/services and the actual incurred cost to the Contractor for product delivery in progress. These payments shall not exceed the aggregate price. 23. Force Majeure 23.1. 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 (1) could not have been prevented by reasonable precaution, and (2) 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. 23.2. 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, (b) The Contractor continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. 23.3. Upon the occurrence of a Force Majeure event, the Contractor shall immediately notify the County by telephone and confirmed in writing within three (3) business 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 thirty (30) calendar days, the County may terminate this Contract. For the interim Force Majeure period, in which the Contractor is unable to perform its obligations, the County may, at its discretion, secure Carts and services from an alternate interim supplier, to ensure continuity to the County's customers. 23.4. Strikes, slow-downs, walkouts, lockouts and individual disputes are not excused under this provision. 24. Miscellaneous If any provision of this Contract is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. This Contract shall be governed by the laws of the state of Georgia and shall be subject to the exclusive Contract between Augusta and Cascade Engineering Inc. Page 44 of 70 jurisdiction of the courts therein. This Contract embodies the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understanding, whether written or oral, and all contemporaneous oral agreements and understandings relating to the subject matter hereof. No agreement hereafter made shall be effective to modify or discharge this Contract, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or discharge is . sought. The paragraph headings are for convenience only and are not intended to affect the interpretation of the provisions hereof. This Agreement shall be binding on the parties hereto and their respective personal and legal representatives, successors and assigns. Wherefore in consideration for the se6es to be rendered and monies ~ai~ ,!he parties have caused this contract to be signed this 1... day of ~J,-~ 'd1}l;) C. Augusta, Georgia (Augusta-Richmond County , Georgia) J2 cf:1. ~ J~y: David S. Copenhaver As its Mayor ~ ,,?-et"\( ,ff)S SQr By: Swo/P. to anq subscribed before me thisc2L/-tJ-'..day of VJ fl' I 2006. My LAIM IIQ$ NoayPublc - ~l ... CowlIr _CGmmIIIIon "'Octio,.,' Contract between Augusta and Cascade Engineering Inc. Seal ': r 'I; ],d) 1 "jli ( . , v , ~' Page 45 of70 EXHIBIT A - PRODUCT PRICE LIST Products Unit Price Other Carts Price(s) includes: 1 35-gallon $33.51 1. Garbage and recycling brochure with hang bags 2 64-gallon $43.94 2. Video for local access channels 3 96-gallon $48.71 3. One time mass mailing to 70,000 residents 4 Waste-Mate $350.00 Bins 1 14-gallon $5.34 Per Bin 2 18-gallon $6.51 Per Bin 3 21-gallon $8.14 Per Bin 4 24-gallon $8.88 Per Bin Containers 1 2-yard commercial container $430.00 Per Container 2 3-yard commercial container $445.00 Per Container 3 4-yard commercial container $650.00 Per Container 4 6-yard commercial container $750.00 Per Container 5 7 -yard commercial container $800.00 Per Container 6 8-yard commercial container $850.00 Per Container In-Molded Graphics 1 Lid Label (3" x 13") One color $1.85 Per Label - Installed 2 Lid Label (3" x 13") Two color $1.90 Per Label - Installed 3 Lid Label (3" x 13") Three color $1.95 Per Label - Installed 4 Lid Label (3" x 13") Four color $2.00 Per Label - Installed 5 Lid Label (3" x 13") Five color $2.05 Per Label - Installed 6 Lid Label (9.5" x 14.5") One color $3.00 Per Label - Installed 7 Lid Label (9.5" x 14.5") Two color $3.20 Per Label - Installed 8 Lid Label (9.5" x 14.5") Three color $3.35 Per Label - Installed 9 Lid Label (9.5" x 14.5") Four color $3.50 Per Label - Installed 10 Lid Label (9.5" x 14.5") Five color $3.70 Per Label - Installed 11 Cart Label (10.5" x 10.5") One color $2.50 Per Label - Installed 12 Cart Label (10.5" x 10.5") Two color $2.60 Per Label - Installed 13 Cart Label (10.5" x 10.5") Three color $2.70 . Per Label - Installed 14 Cart Label (10.5" x 10.5") Four color $2.80 Per Label - Installed 15 Cart Label (10.5" x 10.5") Five color $2.90 Per Label - Installed Contract between Augusta and Cascade Engineering Inc. Page 46 of 70 EXHIBIT C - SERVICE PRICE LIST Services Unit Price 1 2 Assemblv and Deliverv Account Verification/Audit Assembly and Delivery $1.25 $3.15 Media Annual Budget-not to exceed $150,000.00 Other per cart per cart annually * The annual budget for media will not be increased by any cost adjustment, the amounts stated are "not to exceed amounts". * 1 2 Asset Manaaement Flat Fee Monthly/per cart $79,000.00 $0.12 $0.11 $0.10 $0.08 $0.08 $995.00 3 Software Annually monthly per cart year one monthly per cart year two monthly per cart year three monthly per cart year four monthly per cart year five Monthly * Augusta will be charged the lesser of the annual flat fee or the monthly per cart rate plus the monthly software charge* Contract between Augusta and Cascade Engineering Inc. Page 49 of 70 :CURBSIDE SERVICES FAX NO. :1-616-374-7073 Oct. 17 2003 10:11PM P2 ,^T'I:ACllIYJl~NL^ l'RO.JF.Cf LETT!,;R9F INTENT TO PEf:lFQ8M}\~.A SVfjJ.99N~UL TA.NT!$UBCQt.ITBACTQR/$.!J..PPLLI;R 6j~-rju Ji L~z~~ TO: '- (NAME OF PROPOSER) A. The lIudmligllud intendj; 1O pcrfonn work in COnl\C('.!ir)O with thc allow projccl in the follQwing Cl1l)lIdty (check one): An iTllli"idulll __ . ~ A purlt1cr~hip ~. A cmporution ^ .Ioinl venture Oi\'\. c.r .~Al \r 1\ 't11 1 \ l-. + jFJ>;;;'~fl c. The "nd~<d ~ ,".""0"'" 10 pcdOt'" "" 1011=',,,, wGtk In oo",,,,rI,,,, wI'h rI", .bo~ pruJ~1 If ")" ._, '" ____ . ..:;...ltS ~'- c!. c J Jf.;V)r.JJ_._.d:.__l1_~ J/ve.~_ ._u..____.. _. ... 4iy hl3 /J~~*-/ l^ ,-I C,<-/j i C, fJ fJ c-( H. The DUE statu!; of the undcr:>igllcd l.~ confirmed n.' f\lllow~: .... ......... ......... fiy lltLachmcn( of a current ClWti fiente of Certification iA.~uocl by the Dcpartmt:n~ Tnu~Jlormtion . It of "'> 13y Ittlachment of II Cl1m;mt CCl1ificatioll illl\ucd by the Disadvantaged Bu:;inc.~1l / Enterprise Office I" D. TIle undersigned states thrlt they will he performillg ._lQ.Q..'Yo of the total projCt:l. n. The \Il\dersigned willlluhlet andlor award _____0... .% ofthisllubcontrl\r.t to non-DJll: contmctors nnd lor not\,DBE suppliers. T~ undersigned will enter into a formal agreement for the above described work wIth the Proposer citbd abovo conditioned upor~ tha executlon of a cuntrllct for the project cited herein between the Proposer and Augusta-Richmond County. L/ &r- jJ) 'j~ ,. -.f-..~. rt/,'c:.<'-J fi -/ - . -, () ) Dllte: ____ 't!..(f. . ~.. ~u '___.. _.___....___.... "0_- ..... __.~ (lllW :;'tGt rIm, Na"'e) ;?JjU ' ~~ J)y:. .~ c::: k::'.r..~~~_:.=--~, I;. ~ (SiCllllturc of AulhNir.rd H.c}1l"C)l(Jutllt iVll Form B PROPOSED DBE PARTICIPATION PRIME CONTRACTOR cas::NE OOINEER:IN:; PROJECT RFP ~143 RRJ12\SE AND IELIVERY OF REREE AND REITCLThG CJM'I\INER3 ClJRffi.J:fE fM~ ~CIEffil.\, MI l:.N[()'IDIN} , ASSEMJ3[X , DELIVERY OF $94,:ro.oo 1I,N[) RErI::RDThG OF' lY>..'rn. Total Price: $ 94,:ro.oo Total DBE value: $ 94,:ro.oo Total DBE percent: 100 % Signed By: ~ C_. YJ GENER!\L ~ SJIlJI'IQ\JS c:r:NmINER *JXJU.AR VAIIJE l:{~~8'JIS INITIAL :a.ssEMBLY & IELTVERY OF 3),(XX) CARIS. Title: Date: JtNE 19, ~ Contract between Augusta and Cascade Engineering Inc. Page 53 of70 Form C (Contractors Statement ofDBE Utilization Form) Complete form indicating the DBE's utilization for the requested pay period. This information identifies the actual DBE sub-contractors/suppliers, types of work performed, actual dollar value of work/services and suppliers. To avoid delay of payments this form must accompany all pay requests. C:\Documents and Settingslsteelea\DesktopIARCDraft-CartContract-3 .30.06-Finalforsib'1Ulture.doc Page 54 000 ....'""' ~ ~ 00 ~$ ""'l'""' n~n =: 0; i~ "C ~ "C(") ""'l-- := ~ ~O >= /0 8 ""'l ~z t"'= ,I ~ oo~ - ~ ~""'l := q z~ ~~ ~ ~(") = Z C'}""'l = > ~o = :: 0 - o~ ~ ~ .., ~ .., ~~ i ""'l ~ 0 !~ ~ t"' ~ (") ~ 0 i z ""'l J~ I ~ ~~ q -- (") ~ 0 ::: "C "C := ':;;~o t"' 0 ~r ~ ~ "C o ~ ""'l 0 '" 00 ~'""' 00 ~ ""'l =~ ~ (") z ~ ""'l-- = ""'l 0 0 0> = z . ocn ~ =~ = P 0)> >""'l ~ ""'l= ~ zO .. -i~ .., ~o ""'l ~ oc: - ~-i 0 t"' '1' ~ - oe;)> '" ~ ~ B ." s. = -imc: ~ - ::3 ~o(j) 0 00 g;; 3 ~ - 0 . OJ c: I C'} Z "C cnc:cn Z 0 cncn-i (") > := -i-)> ~ ""'l ~ ""'l )>Z. . ~ "C -im::l:l !; := ~ mcn- ;j ~ ~ s::cn~ "- = c: mms:: ~ > 0 zZo 00 = ~ -i-iz ~ = .., o~o - := ""'tIO .. = 0 ~ ... ::: 0::l:l0 OJ-c: tv m~z ~ ~ @ c:o~ :::1m C'tl ~ ~)> . -i::l:l -~ 8 Om ""'l Zz 0 -i ~ ~ (") = 0 > Z ""'l ~ -i ~ ~ (") ""'l :2 P ~ I "tI ~ ~ ~' '(1) U> U> 0 ..., .... <::> ( '" 1? I e- . .[ nJi: !g:.. n'Dn o t...n.. ::ss~ ~ f 0 ,"< ~ I ~ a' n ! V> g a I ~ 3 ~ I~n ~ g " l!!- i ;:; I n , Augusta-Richmond County CHECKLIST FOR GOOD FAITH EFFORTS A bidder's good faith efforts must be those that could reasonably be expected from a bidder who was actively and aggressively seeking to meet the Disadvantaged Business Enterprise (DBE) goal. Good faith efforts may include, but are not limited to: Yes No 1. l.. 2. X - 3. L 4. X 5. ~ 6. X 7. X 8. X 9. -1L 10. X II. X Soliciting through all reasonable and available means, the interest for all certified DBEs who have the capability to perform the work of the contract. Such solicitations must be in sufficient time to allow DBEs to participate effectively. Confirming attendance at any pre-solicitation or pre-bid meetings. Providing proof of any advertisements in general circulation, trade association, and minority or woman focused media. Documenting the follow-up to the initial solicitation with DBEs. Documenting how portions of the work were selected to solicit DBE participation and how the selection was made in order to increase the likelihood of meeting the DBE goals. This would include, where appropriate, breaking down contracts into economically feasible units to facilitate DBE participation. Providing information on any negotiations with DBEs including bid item adjustments, terms and conditions of the contract, bonding and insurance requirements and etc. Documenting efforts to assist DBEs in obtaining bonding, lines of credit, or insurance. Providing copies of the information supplied to DBEs to solicit their bids. Such information should include adequate information about the plans, specifications, and requirements of the contract to enable the DBE to supply a complete and competitive bid. Providing information regarding the services/assistance secured from minority and women community organizations, contractors' groups, local minority and women business assistance offices and other organizations that provides assistance in the recruitment and placement DBEs. Negotiating in good faith with interested DBEs. It is the bidder's responsibility to make a portion of the work available to DBE subcontractors and suppliers. The bidder must provide documentation that consideration was given when selecting portions of the work or material needs on the contract to the availability of DBE firms in those areas when soliciting for DBE participation. Documenting the basis for rejecting DBE bids. In cases where the bidder determines the DBE to be unqualified, supporting evidence used to make the determination must be provided. (':\DoculllcnIS and Selunl!S\bradlcv\Lf\C<.I1 S~ttint!s"Temoor:Jr\i tlltemet Filcs\OLK34\ARC Final-Cart Comruet-4 21 06-Fmul for Perkins sil!nmure ~~g~_.5.? .~f 7.0' Deleted: C:\Documents and Settingslsb9502\My DocumentslARC Draft-Cart Contract-3.15.06.doc CORPORATE CERTIFICATE /! S.:9.s-!;:?/7/- I, P//t/l/J.a.- L. S7'-e/.?~e:/?s certiry that I am thJsecretary of the corporation named as Contractor in the attached Contract; that ,:7iu9 /l,,'1tC /'~ r ~ //;7.5> who signed said Contract on behalf of the Contractor was then G. j7e/?/ ,It '7/7:7. ~/"-of said corporation; that said proposal was duly signed for and in behalf of said corporation y authority of its Board of Directors, and is within the scope of its corporate powers; that said corporation is organized. under the laws of the State of AI/('"y h //.:1 t? /1 -.-."/' This /f/~ay of ,J;//~'L- ,2006 Corporate. '. X.?~ ./ ;t(5:;.;I.i/"C(I';J-I" Secretary: .4c:2?t.~-;(.t.//:' '~h~ (name signed) j) / .-1/7 /l /L L. .3:r:q; /1 ~/1S (name printed or typed) (SEAL) Contract between Augusta and Cascade Engineering Inc. Page 58 of70 NONCOLLUSION AFFIDAVIT OF PRIME BIDDER I, ~ County of K-tf\.. t State of being first duly sworn, deposes and says that: He or she is fully informed respecting the preparation and contents of the attached Bid and of all pertinent circumstances respecting such Bid. Such Bid is genuine and is not a collusive or sham Bid; Neither the said Bidder nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this Affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly with any other Bidder, firm or person to submit a collusive or sham Bid in connection with the Contract for which the attached Bid has been submitted or to refrain from bidding in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Bidder, firm or person to fix the price or prices in the attached Bid or of any other Bidder, or to fix any overhead, profit or cost element of the Bid price or the Bid price of any other Bidder, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the City of Augusta or any person interested in the proposed Contract; and Continued to the next page Contract between Augusta and Cascade Engineering Inc. Page 59 of 70 The price or prices quoted in the attached Bid are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the Bidder or any of its agents, representatives, owners, employees, or parties in interest, including this Affiant. BIDDER: By: do Ahn~ ~tyj6ns (name printed or typed) dUY\l IlJi) ;;ADDitJ Date: NOTARY PUBLIC: ,2006 ~ Yf1..:+-r: c'\c:.. f\ b " . ef'~A\.$.. (name printed or typed) Commission Expires: PATRICIAA GERVAIS JlJTM\' PUBUC. Sf ATE Of Ml 00UN1Y OF ICENT "~-"IBI~~"I7."1 "IIOU11Yar ~er...\- (SEAL) Contract between Augusta and Cascade Engineering Inc. Page 60 of 70 OCT 18 2005 10:31AM ;CADE ENGINEERING 32 228-3799 p.2 NONCOLIJusrON AFFIDAVIT OF SUBCONTRACTOR State Of&1v,j I..,.J ___,.________ ) County of____ IOI'lI6- _ --J .f? L .////; Xf / I /f.I'" //.. .v ~- Lo-- fl, -~/(_' h_. being first duly sworn, deposes and says that: (I) He or she is UtV"Ier of Lvrir.'dL S'~rt/:UJ (Owner, Partner, Officer. Representative, or Agent) of ~r6 J ( J L S:r V J La , hereinafter referred to .s the "Subcontractor"; (2) He or she is fully informed respecting the preparation and contents f , ofthe Subcontractor's Proposal submitted by the Subcont~or to C-.J c.. J ~ c::;, i ""J..Q.. r- / J the Contractor for certain work in cormec 'on wit the ~ F? .oS- /~3 Contract pertaining to the Project in c/o o/J" <. C ~ or. : ~ (3) Such Subcontractor's Proposal is genuine and is not a collusive or sham Proposal; (4) Neither the Subcontractor nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly ",.jth any other Bidder, firm or person to submit a collusive or sham Proposal in connection with such Contract or to retrain from submitting a Proposal in connection with such Contract, or has in any manner, directly or indirectly, sought by unlawful agreement or conni~ance with any other Bidder, frrm or person to fix the priee or prices in said Subcontractor's Proposal, or to secure through collusion, conspiracy, connivance or unlawful agreement any advantage against Augusta-;Riclunond County or any person interested in the proposed Contract; and (5) The price Or prices quoted in the Subcontractor's Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the Bidder or auyofits agents,.representatives, owners, emplo 08, or parties i interes~. . cui .thi2 (Signed) _ (Title) Subscribed and Swam to before me this -'-f ~~. . day of O~/~b c~, 2005 /J/ / . L2-.Ll~7"t---nr-L- ~.!It7/J" ~-?d74 A/f::.Lc; ~CL.{!Ldta.L t 1 itle) -'. '-;., My commission expires c;1 - fer r-() -; (Date) ~'.~. ./ [<'OTl;Rl ~ * I ~'.' :; ti(SJML) h IF,; i'~ \~~_~:f~ lr~i;",.. .J..., ".... 'i:\~ ",,",. g ~.=. i ~";~' n - '. './;J * "'END OF SECTION** Request For I'roposals 29 Augusta-Richmond C{lllnfy "Purchase (ll/d iJcli\'cn' f)fRrfusL' (!Ilri Recycling Car/I-" Sl.:f-.'/r" !n!lt.~r. 2005 NOTICE OF AWARD To: Cascade Engineering 4950 3ih Street SE Grand Rapids, MI49512 Project Description: Manufacture, Sale, and Delivery of Carts and Services Relating to Collection of Garbage, Recycling, and Yard Waste for the Solid Waste Department of Augusta The Owner has considered the Bid submitted by you for the above-described work in response to its Invitation to Bid and Information from Bidders. You are hereby notified that your Bid has been accepted for items in the amount determined by the contract based on the financial bids submitted for this contract, which will become a part of this Contract as Exhibit A through C. You are required by the Information for Bidders/Contract Documents to execute the Agreement and furnish the required Contractor's Performance Bond, Payment Bond, and certificates of insurance within fifteen (15) calendar days prior to the start date of the contract. However, in any case a "Notice to Proceed" will not be given until the above mentioned items are received. Early delivery of said documents will expedite the contracting process. Augusta recommends submission of the required bonds and insurance with the executed "Notice of Award". These items may have an effective date of January 1, 2006. If you fail to execute said Contract within thirty (30) days from the date of this Notice, Augusta will be entitled to consider all your rights arising out of the Counties acceptance of your Bid as abandoned and such other rights as may be granted by law. You are required to return an acknowledged copy of this Notice of Award to the County. Dated this day of ,2006. Augusta-Richmond County By: Name and Title: Geri Sams. Director of Procurement ACCEPTANCE OF NOTICE Receipt of the above Notice of Award is hereby acknowledged by CItSc..tJ...dL ~is the ~ day of ~ ,2006. ~ By: . . (J)" Name and nle' - . ~ '- - tvtunS. l:.!enUO-l ~ I nW.1$trL 0.1 Sd (A.-f{U)U Contract between Augusta and Cascade Engineering Inc. Page 62 of 70 NOTICE TO PROCEED To: Cascade Engineering 4950 37th Street SE Grand Rapids, MI 49512 Project Description: Manufacture, Sale, and Delivery of Carts and Services Relating to Collection of Garbage, Recycling, and Yard Waste for the Solid Waste Department of Augusta You are hereby notified to commence work in accordance with the contract dated , 2006, on or before , 2006 and you are to comply with all terms, conditions, provisions, etc. as identified in the executed Contract. Dated this _day of ,2006. Augusta Richmond County By: Name and Title: ACCEPTANCE OF NOTICE Receipt of the above Notice to Proceed is hereby acknowledged by t.D...5ttt-de.. ~If\!. eVlfl-3 this ~ day of J(A,N.. ,2006. ~ By:. . 'r Namoa~d- ~l" !Jo~~Y1L.' fltv/Ltits , 1 ~l.ne.ra.-I /llOLf\ttll'jLr I "dusjt'{ tLl sol uJl ims C (J/11a.i flV Contract between Augusta and Cascade Engineering Inc. Page 63 of 70 Bond No.929400722 PERFORMANCE BOND "Principal," and KNOW ALL MEN BY THESE PRESENTS: that Cascade Eng ineering, lric. a corporation of the State of Michigan ,the Western Surety Company, PO Box 2247, Grand Rapids, MI 49501 Name and Address of Surety the "Surety," are held and firmly bound unto Augusta-Richmond County (the "Owner") existing under and by virtue of the laws of the State of Georgia, in the sum of Two Million Four Hundred Thousand in lawful money of the United States, for the payment of which sum in lawful money of the United States well and truly to be made we do hereby bind ourselves, our heirs, executors, administrators, successors, and assigns jointly and severally. The condition of this obligation is such that whereas Principal has entered into a certain Contract with the Owner, dated as of the 15th day of July ~W\ 2006 which is by reference incorporated in and made a part hereof as fully as if copied here verbatim, for the following work: "Manufacture, sell and deliver Carts for solid waste and recycling collection" WHEREAS, the obligee has agreed to accept a bond guaranteeing the performance of said contract for a period of only one year for the term beginning July 15, 2006 and ending July 15, 2007 NOW, THEREFORE, if the Principal shall in all respects comply with and perform all the terms and conditions of the Contract (which includes the Drawings, Specifications, and Contract Documents) and such alterations as may be made in said contract as the documents therein provide for, with or without notice to Surety, and during the one year warranty period, and if Principal shall satisfy all claims and demands and shall indemnify and save harmless the Owner against and from all costs, expenses, damages, injury, or conduct, want of care, skill, negligence, or default, including compliance with performance guarantees and patent infringement by the Principal, then this obligation shall be void; otherwise, Principal and Surety jointly and severally agree to pay to Owner any difference between the sum to which the Principal would be entitled on completion of the contract and that which the Owner may be obliged to pay for the completion of the work by contract or otherwise, together with any damages, direct or indirect, or consequential, which Owner may sustain on account of such work, or on account of the failure of the Principal to keep and execute all provisions of the Contract. Principal and Surety further bind themselves, their heirs, executors, administrators, and assigns, jointly and severally, that if the Principal shall keep and perform its agreement to repair or replace defective work or equipment during the warranty period of one (]) year as provided, then this paragraph shall be void; but if default shall be made by Principal in the performance of its contract to so repair or replace said work, then this paragraph shall be in effect and Owner Contract benveen Augusta and Casc.1dc Engineering lnc. Page 64 of70 shall have and recover from Principal and its Surety damages for all defective conditions arising by reason of defective materials, work, or labor perfonned by or on the account of Principal and it is further understood and agreed that this obligation shall be a continuing one against the Principal and Surety hereon, and that successive recoveries may be had hereon for successive breaches until the full amount shall have been exhausted; and it is further understood that the obligation therein to maintain said work shall continue throughout said Contract period, and the same shall not be changed, diminished, or in any manner affected from any cause during said time; and to fully save and hold the Owner harmless for any damages it may be caused to pay on account of injury to person, loss of life or damage to property. And the Surety, for value received, hereby stipulates and agrees that the obligations of the Surety and this Bond shall in no way be impaired or affected by any modification, omission, addition, or change in or to the contract, the work to be perfonned there under, or by any payment there under before the time required therein, or by any waiver of any provision thereof, or by any assignment subletting or other transfer thereof, or of any part thereof, of any work to be performed, or of any moneys due to become due there under, as long as these modifications, omissions, additions, or changes do not affect the bond term, or the one year limit on the bond coverage of the warranty; and the said Surety does hereby waive notice of any and all such modifications, omissions, additions, changes, payments, waivers, assignments, subcontracts, and transfer, and hereby stipulates and agrees that any and all things done and omitted to be done by arid in relation to executors, administrators, successors, assignees, subcontractors, and other transferees shall have the same effect as to said Surety as though done or omitted to be done by and in relation to the Principal. This bond may be extended for additional tenns at the option of the Surety, by continuation certificate executed by the Surety and the Principal. IN WITNESS WHEREOF, the Principal and Surety have executed this Bond by causing their respective names to be hereunto subscribed and their seals to be hereunto affixed by their duly authorized officers, on this the 19th day of June ,2006 Contractor - PRINCIPAL: Cascade Engineering, Inc. By: ~~ ~S Name: ~~~?~)<;\\')s (Please Print or Type) Title:~-er~ rfCt V)c::t.<c-Oy- A TrEST: Contract ben\iCCll Augusta and Cascade Engineering Inc. Page 65 of70 A~xh~ Name.2?/4/7/7~ L. Y.e/Jhe:/l.:5 (Ple~e Print or Typ.J) I . TitIe~d(&%L2yJt'{,A.a-aj/ (SEAL) Note: Attest for a corporation must be by the corporate secretary; for a partnership by another partner; for an individual by a Notary. SURETY: Western Surety Company By: \f20J~'l Ji-oJuh Name: Robin Staker (Please Print or Type) Title: Attorney-in-Fact Agency: HUB International Midwest Limited Address: PO Box 2167 I Grand Rapids I MI 49501 WJ~E~: "U~' .}f;~~ Name Valerie Giuliano (Please Print or Type) Title Arrnl1nt Mrlnrlgpr (SEAL) Note: Surety companies executing Bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the state where the project is located. Contract between Augusta and Cascade Engineering Inc. Page 66 of 70 , .> Bond No. 929400722 PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS: that ('.=l~r('lc1I=>. Po,; nl"l"r; nlJ lIne. corporation of the State of Nichigan , the "PrincipaJ," an Western Surety Co I PO Box 2247 I 49 Name and Address of Surety Grand Rapids I NI sur the "Surety," are held and firmly bound unto Augusta-Richmond County (the "Owner") existing under and by virtue of the laws of the State of Georgia, in the sum of 'T'wo M; 11 i on Four Hundred Thousand Dollars ** in lawful money of the United States, for the payment of which sum in lawful money of the United States well and truly to be made we do hereby bind ourselves, our heirs, executors, administrators, successors, and assigns jointly and severally. The condition of this obligation is such that whereas Principal has entered into a certain Contract with the Owner, dated as of the 15th day of July 2006, which is by reference incorporated in and made a part hereof as fully as if copied here verbatim, for the following work: "Manufacture, sell and deliver Carts for solid waste and recycling collection" WHEREAS, the obligee has agreed to accept a bond guaranteei~the ~erformance of said contract for a period of only one year for the term beginning July I 006 and ending July IS, 2007 NOW, THEREFORE, if the Principal shall fully pay for all the labor and materials used by said Principal or any immediate or remote subcontractor or furnisher of labor or materials under him in the performance of the work in lawful money of the United States as the same shall become due, including all amounts due for materials, lubricants, oil, gasoline, electricity, coal and coke, repairs on machinery, equipment, and tools, consumed or used in connection with performance of the work and all insurance premiums and other charges incurred under said contract, then this obligation shall be void; otherwise to remain in full force and effect. . Principal and Surety further bind themselves, their heirs, executors, administrators, and assigns, jointly and severally, that they shall promptly make payments of all taxes, licenses, assessments, contributions, penalties, and interest thereon, when, and if, the same may be lawfully due the State of Georgia or any County, Municipality, or political subdivision thereof by reason of and directly connected with the performance of the Contract, or any part thereof. And the Surety, for value received, hereby stipulates and agrees that the obligations of the Surety and this Bond shall in no way be impaired or affected by any modification, omission, addition, or change in or to the contract, the work to be performed there under, or by any payment there under before the time required therein, or by any waiver of any provision thereof, or by any assignment subletting or other transfer thereof, or of any part thereof, of any work to be performed, or of any moneys due to become due there under, as long as these modifications, Contract between Augusta and Cascade Engineering Inc. Page 67 ono omissions, additions, or changes do not affect the bond term, or one year limit on the bond coverage of the warranty; and the said Surety does hereby waive notice of any and all such extensions, modifications, omissions additions, changes, payments, waivers, assignments, subcontracts, and transfer, and hereby stipulates and agrees that any and all things done and omitted to be done by and in relation to executors, administrators, successors, assignees, subcontractors, and other transferees shall have the same effect as to said Surety as though done or omitted to be done by and in relation to the Principal. This bond may be extended for additional terms at the option of the Surety, by continuation certificate executed by the Surety and the Principal. IN WITNESS WHEREOF, the Principal and Surety have executed this Bond by causing their respective names to be hereunto subscribed and their seals to be hereunto affixed by their duly authorized officers, on this the 19th day of June ,2006 Contractor - PRINCIPAL: By: Cascade Engineering, Inc. Name: Title: ATTEST: A~AX Jc(jOiuJ/ Name ..l) / /JrJ /lttf. ? .5~ J1tZ/1 5 (Please Print or Type) Titlet2d.:Ud~LWC/!Lza.ty (SEAL) Note: Attest for a corporation must be by the corporate secretary; for a partnership by another partner; for an individual by a Notary. Contract between Augusta and Cascade Engineering Inc. Page 68 of70 SURETY: Western Surety Company By: t~~1 ~tCvh_fJc Name: Robin Staker (Please Print or Type) Title: Attorney-j n-Fact Agency: HUB International Midwest Limited Address: PO Box 2167 I Grand Rapids I MI 49501 WITNESS: ~/' '& < ''''{/ctl1w. i .fLUJ->'J!4.V Name Valerie Gi111iano (P lease Print or Type) Title Account Manager (SEAL) Note: Surety companies executing Bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the state where the project is located. Contract between Augusta lind Cascade Engineering Ine. Page 69 of70 Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint Jon Lunderberg, Robin Staker, Kathy Koho, Individually of Grand Rapids, MI, its true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By-Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders of the corporation. In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Senior Vice President and its corporate seal to be hereto affixed on this 5th day of December, 2005. ~ETr h~-"",C'o fl!!lo"''lO",q"s.:1:., i:\(,j f"J:1 "\:;.. ~E:"''' i.f'l' .r<t-- _"'~'" r;;D""'~ WESTERN SURETY COMPANY r0~";",v;~pre';dro' State of South Dakota County of Minnehaha } ss On this 5th day of December, 2005, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Senior Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. November 30, 2006 +~~~~~~~~~~~~~~~~~~~~~~~~+ ~ D. KRELL ~ , , ~~NOTARY PUBLIC~~ "~SOUTH DAKOTA , , ." +~~~~~~~~~~~~~~~~~~~~~~~+ ~ ~P"bb' My commission expires CERTIFICATE I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in " force, and further certify that the By-Law of the corporation printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporation this 19 th day of June 2006 WESTERN SURETY COMPANY c:; ~~'~S~reUry Form F4280-0 1-02 Authorizing By-Law ADOPTED BY THE SHAREHOLDERS OF WESTERN SURETY COMPANY This Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by the shareholders ofthe Company. Section 7. All bonds, policies, undertakings, Powers of Attorney, or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, and Assistant Secretary, Treasurer, or any Yice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or agents who shall have authority to issue bonds, policies, or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile. Client#:44324 CASCENGI ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MMJDDIYYYY) 6/15/06 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER HUB International Midwest Commercial P.O. Box 2167 Grand Rapids, MI 49501.2167 Cascade Engineering, Inc. PO Box 888405 Grand Rapids, MI 49588.8405 INSURERS AFFORDING COVERAGE INSURER A: Amerisure INSURER B: Ohio Casualty Group INSURER C: INSURER D: INSURER E: NAIC# INSURED COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I TYPE OF INSURANCE PJl1-~~~:~~8~~,E ~~fJ/~~:t~~N LTR NSR POLICY NUMBER LIMITS A GENERAL LIABILITY 2023282 09/01/05 09/01/06 EACH OCCURRENCE $1 000 000 - ~AMAGE TO RENTE~"~, 1L COMMERCIAL GENERAL LIABILITY $300 000 - ~ CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $10 000 PERSONAL & ADV INJURY $1 000.000 GENERAL AGGREGATE $2 000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2 000 000 I nPRO- n POLICY JECT LOC A ~TOMOBILE LIABILITY 2023306 09/01/05 09/01/06 COMBINED SINGLE LIMIT ~ ANY AUTO (Ea accident) $1,000,000 f-- ALL OWNED AUTOS BODILY INJURY (Per person) $ SCHEDULED AUTOS f-- X HIRED AUTOS BODILY INJURY f-- $ ~ NON-OWNED AUTOS (Per accident) - PROPERTY DAMAGE $ (Per accident) ==rAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ B EXCESS/UMBRELLA LIABILITY BX00553118577 09/01/05 09/01/06 EACH OCCURRENCE $15.000.000 1LI OCCUR D CLAIMS MADE AGGREGATE $15000000 $ ~ DEDUCTIBLE $ X RETENTION $10000 $ A WORKERS COMPENSATION AND WC202364400 09/01/05 09/01/06 X I T~~N~V<:1 1OJ,tf- EMPLOYERS' LIABIUTY $500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $500,000 If yes, describe under E.L. DISEASE - POLICY LIMIT $500,000 SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES' EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS 30 days notice of cancellation applies. ACORD 25 (2001/08) 1 of 2 #S221586/M192841 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEfORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ----3(L DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ~1v: ~r SLD @ ACORD CORPORATION 1988 CERTIFICATE HOLDER Augusta Richmond County Director of Solid Waste 4330 Deans Bridge Rd Blythe, GA 30805 IMPORTANT If the certificate holder is an ADDITIONAL INSURED. the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pOlicies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2001/08) 2 of 2 #S221586/M192841