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94121 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 L] NO. 9,412 • A RESOLUTION TO APPROVE ENTRY INTO A CONTRACT WITH WASTE MANAGEMENT, INCORPORATED TO PROVIDE GARBAGE COLLECTION SERVICES FOR THE CITY OF LITTLE ROCK AND THE PULASKI COUNTY REGIONAL SOLID WASTE MANAGEMENT DISTRICT; AUTHORIZING THE CITY MANAGER TO EXECUTE ANY DOCUMENTS NECESSARY; AND FOR OTHER PURPOSES. WHEREAS, the City has explored the possibility of privatizing aspects of its garbage collections procedures; and WHEREAS, after a competitive selection process Waste Management, Inc., of Arkansas, was selected as the most qualified bidder; and WHMMAS, the Board of Directors of the City of Little Rock has previously authorized the negotiation of a contract to provide these services; and WHEREAS, this contract has now been negotiated and is ready for execution. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: SECTION 1: The City is authorized to participate with the Pulaski County Regional Solid Waste Management District ("District ") and to enter into a contract with Waste Management, Inc., of Arkansas, in substantially the same form as that attached to this Resolution as Exhibit A. SECTION 2: The Mayor, City Manager and City Clerk are authorized to enter into all agreements necessary to bring this contract to fruition including, but not limited to, a separate interlocal agreement between the City and the District, or members of the District, in a form approved by the City Attorney. PASSED: June 6, 1995 ATTEST: �• APPROVED AS TO FORM: THOMAS M. CARPENTER, L;JLYY ArlUINEY / WJ►. -• EXHIBIT A 291 • �' Res. ;9,412 .Z,= WASTE AND YARD WASTE COOL ECT'aON AGREEPOENT ENTEP'ZZ) INTO BY AND BETWEEN TF-4 PULASY'9 COUNTY REGIONAL SOLID VkJAZTE MANAGEMENT DISTRICT THE PART;CMATING MEMBERS AND WASTE MANAGEMENT Or ARKANSAS, INC. DATED: MAY 10, 1995 � ., �, Il♦ l� � � Ili � � Il♦ l� Il♦ l� l� l� tJ 292 TABLE OF C3 uTENTZ� 1. 6ACKGROUND 2. DEFINITIONS 3. TERM 4. SCOPE OF SERVICE 4.1 Hcusehold Waste Collection 4.2 Yard Waste Collection 5. OPERATION 5.1 Collection Schedule & Holidays 5.2 Routing 5.3 Contractor's Office 5.4 Safeguarding Public Utilities 5.5 Complaint Procedures & Missed Pick -ups 5.6 Missed Collections 5.7 Responsibility for Costs 5.E Ownership of Equipment 5.9 Cleaning and Painting of Vehicles & Equipment 5.10 Employee's Conduct 5.11 Loading 5.12 Permits 5.13 Contract Management - Administration 6. EMPLOYEE RELATIONS 6.1 Equal Opportunity 6.2 Personnel 6.3 Displaced City and County Employees 6.4 Drug Free Workplace 7. RECORDS & REPORTING 7.1 Accurate Records 7.2 Reporting Requirements A. Monthly Program Reports 293- , 8, RA-7 E'8 4 BILLING 3.1 Ccmractor's Compensator Initial Rate E. Adjustments to Compensation 8.2 Billing & Payment Proc3ss 9. INSURANCE 0'.1 Insurance Requirements 10. INDEMNITY 11. PER;- ORMANCE BOND 12. DE: AULT 13. EARL`:' TERMINATION 14. WS"'ELLANEOUS 14.1 Assignment 14.2 Governing Law 14.3 Notices 14. Annexation 14.5 Compliance with Laws 14.i Emergency Service Provisions 14.7 Severability 14.8 Modification 14.9 Standard Non - Appropriation Clause 14.10 Proprietary Information as Property of Company -2- 0 0 VJ:`S. -E Al�'D V 77:) COLLECTION —1 1- Solid Waste and Yard \Haste Collection Agreement is datad this _ day Of 1995, by and betvveen. the Pulaski County Regional Solid Waste Management District (the "District ") and Waste Management of Arkansas, Inc., (the "Contractor "). 1. BACKGROUND On August 25, 1994, the District solicited proposals for solid waste collection and racycling services for certain geographic areas within the District. Proposals were received on Novem',:er 9, 1994 and the members of the District have reviewed the pr --posals for their specific jurisdiction. On March 7, 1995, the City of Little Rock Board of Directors authorized The City Manager to negotiate a contract based on Contractor's Solid Waste and Yard Waste Proposal for collection in the Contract Area defined herein and the Recycling Service for all of the City of Little Rock. On March 28, 1995, Pulaski County approved Contractor's proposal for Solid Waste and Yard Waste Collection Service and authorized the County Judge to negotiate a contract. The District, the City of Little Rock and Pulaski County will enter into an interiocal agreement de!agating responsibility for the administration under this Agreement. 2. DP- sNi71ONS Acceptable Container - Rigid plastic containers with approximately 60 or 96 gallon capacity and that can be mechanically loaded. Such carts are currently used in the City. Acceptable alternative containers include citizen provided garbage cans and heavy duty plastic bags. Cans that have a maximum empty weight of 20 lbs., a maximum capacity of 30 gallons and maximum loaded weight of 60 lbs. Plastic bags, when filled may not weigh more than 35 lbs. Oil drums and grocery type bags are not acceptable. Contractor acknowledges that containers previously accepted by the County meet the requirements in this section and will be deemed Acceptable Containers. Bulky Items - Waste that includes appliances, furniture and like items with weight or volumes greater than allowed in approved containers. City - The City of Little Rock, Arkansas. Complaint - A communication from a customer concerning service, which upon investigation by the Contractor or the District, is determined to be correct and shall prompt some action by the Contractor or the District. Construction Waste - Waste building materials resulting from construction, remodeling, repair or demolition operations. 295 Contract - Refers to this Solid Waste and `lard Wash Collection Agreement also referred to as Agreement. Contract Area - The geographic area depicted on Exhibit B in the City of Little Rock and all of unincorporated Pulaski County south of the Arkansas River. County - Pulaski County, Arkansas. Dead Animals - Animals or portions thereof, that have expired from any cause, except those slaughtered or killed for human use and properly placed in an Acceptable Container must be disposed of separate from this contract. District -The Pulaski County Regional Solid Waste Management District and its designated participants. Effective Date - The last date that this Contract is executed by either the Contractor, District or any participating member of the District. Hazardous Waste - Any chemical, compound, mixture, substance or article which is designated by the Environmental Protection Agency, or appropriate agency of the State, to be hazardous as that term is defined by, or pursuant to Federal or State Law. This term does not include small generator household hazardous waste as those terms are defined by Federal or state law. Household Waste - Waste produced at a residential unit that results from the preparation, processing, consumption of meats, fish, fowl, fruits, grains and vegetable matters, to include food containers. This waste does not include yard waste, bulky waste, hazardous waste, dead animals, construction waste, ammunition, hot ashes, tires, or stumps. Residential Unit - A dwelling within the Contract Area occupied by a person or a group of persons comprising of not more than four (4) families. Single family, duplexes, triplexes and fourplexes are included and shall be separately billed if more than one living unit is in one building. Residential Unit also includes those apartment complexes designated by the City which exceed four (4) families which were grandfathered individual collection by the City. Special Materials Waste - Any waste defined on Exhibit C hereto and made a part hereof. Total Service Fee - The total compensation received by the Contractor during a full year of service under this Contract. 2 2JG Utility - A public service provided by a public or private company such as natural gas, electricity, telephors, cabia television, Storm and sanitary sewers and other, that are normally located in or above a public or private street or right -of -way. Utility does not include the public or private street. For the purpose of this propose!, a utility as defined above, shall be located in or above the right -of -way in a manner which is consistent with governmental regulations and safe utility practices. Yard Waste - Grass clippings, leaves, brush and shrubbery trimmings. 3. TERM The period of the Contract shall be seven (7) years from the commencement of service. The commencement of service date shall be specified in writing by the District. Such notice shall be delivered at least sixty (50) days before the commencement of service and shall not be any earlier than four (4) months or any later than twelve (12) months after the Effective Date. 4. SCOPE OF SERVICE Contractor is herein granted the exclusive right to provide household waste, and yard waste collection service in the Contract Area, described in Exhibit B with the exception of those customers in the County who have been authorized self disposal or authorized to use a private hauler who provided service prior to the date of this Agreement. 4.1 Household Waste Collection A. Service The Contractor shall provide unlimited Household Waste collection service to residential units utilizing Acceptable Containers in the Contract Area. B. Conditions and Frequency All Household Waste shall be properly containerized in Acceptable Containers. Collection shall occur one time each week during the collection hours. In the event of a holiday, Contractor may collect on Saturdays to insure that all Residential Units receive collection service during the week. C. Accessibility All Acceptable Containers at Residential Units shall be readily accessible to the Contractor's crew and not blocked: Unless there are unique circumstances 3 M- M M M M M 0 0, M 297 approved by the District, Acceptable Containers shall be placed at or within five (5) feet of the curb of a road or right of waNii or in the alley for those areas agreed to by the District and Contractor. After loading, Contractor shall not place the empty Acceptable Containers on the sidewalk. Contractor shall make arrangements to provide special -collection for individuals with demonstrated disabilities requiring "at door collection." To qualify for "at door collection" the eccupant of the Residential Unit shall present Contractor with medical evidence of his or her inability to bring the Acceptable Container to the curb. Contractor shall adhere to any Americans with Disabilities Act ( "ADA ") Internal Grievance Procedures adopted by the City relative to prompt and equitable resolution of complaints alleging any action prohibited by the U.S. Department of Justice Regulations implementing Title II of the ADA. 4.2 Yard Waste Collection A. Service The Contractor shall provide unlimited Yard Waste collection service to Residential Units if it is properly prepared, B. Conditions and Frecuency The collection of Yard Waste from each Residential Unit shall be once per week. Yard Waste will be placed at or within five (5) feet of a road or the curb of a road or right of way. Small Yard Waste, such as leaves and twigs, are to be placed in Acceptable Containers. Limbs with a maximum diameter of 6 in. and maximum length of 6 feet will be collected. Shrubbery trimmings and small limbs are included in this service and are to be bundled. Bundles of Yard Waste will have a maximum weight of 50 pounds per bundle. Rocks, dirt, concrete, ammunition, hot ashes, animal waste, Household Waste, medical, hazardous wastes, auto parts, construction materials, bulky items, tires, special waste, and stumps are not included in this service. 5. OPERATION 5.1 Collection Schedule & Holidays Household Waste collections, Yard Waste, may be made Monday through Saturday. Collections may be made between 7:00 a.m. and 5:00 p.m. or until completed. Contractor will follow the Little Rock holiday schedules as attached on Exhibit.A. Contractor will be required to issue media notices at their expense to inform customers of holiday service schedules. 5.2 Routinq 0 M. M 5.3 5.4 9 � r M M M 288 All routing must be approved by th3 District. If the Contractor wishes to change the route, day or time of collection except where provisions exist in this Contract for holidays and other special occasions, he shall notify the District in writing sixty (60) days prior to the date of the intended changes and the reasons therefore, but in no event shall the changes be accomplished until permission therefore is given in writing by the District and notices have been sent by the Contractor to all affected customers two (2) weeks prior to change. Contractor's Office The District acknowledges and approves Contractor's current office location. Any proposed change in location must be approved by the District and provided with telephones, a facsimile machine and attendants as may be necessary to take care of requests for service, complaints or instructions from the District. This office shall be in operation between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday and on Saturday if collection service is provided on that day. The Contractor shall provide a telephone response machine with a recording, which shall be in operation when the telephones are not attended. The recording shall stipulate the days a--d hours the Contractor is open for business and, on the occasion of holidays, special arrangements for collections, as approved by the District. Safeauardino Public Utilities The Contractor shall be obligated to protect all public and private utilities whether occupying street or public or private property. If such utilities are damaged by reason of the Contractor's operations, the Contractor shall respond to such damage within twenty four (24) hours, or failing to do so, the District may cause repairs or replacement to be made and the cost of doing so shall be billed to Contractor, or alternately, the District may deduct such cost from the payment due the Contractor. The District shall not be liable for any damage to property or person caused by Contractor or for the clean -up of any waste if Contractor fails to do so. 5.5 Complaint Procedures and Missed Pick -Ups The Contractor will receive and log all calls from citizens regarding complaints or problems. The District may refer complaints it receives to Contractor or independently investigate the complaint. The District will inspect the complaint log frequently and follow -up with citizens to determine if complaints have been resolved. The failure by the Contractor to respond to complaints may be grounds for termination of the Contract. Contractor will be expected to remove all properly contained Household Waste and Yard Waste at each collection l� l� � I� ll� I� � il♦ I� � l� � � � l� location. Failure to do so constitutes a complaint whether reported by the citizen or not. 5.6 Missed Collections Missed collection pick -ups shall be made by the Contractor when requested by the Customer or ordered by the District at no cost to the District or the Customer. If the Contractor fails to provide a pick -up within twenty -four (24) hours of notification by the District of missed collections, the District may cause the work to be done by District forces or others. The sum of $25.00 or actual costs if greater for each such pick -up shall be billed to the Contractor, or alternately, the District may deduct such costs from the payment due the Contractor. Material left purposely by the Contractor must be tagged to indicate the reason it was not picked up. If material is not collected because it is not included in this Contract, it shall not be considered a missed collection. 5.7 Responsibility for Costs The Contractor shall furnish, at the Contractor's cost, all labor, materials, and equipment, including equipment replacement when necessary, to fulfill the scope of services under this Contract. However, the District is responsible for furnishing the initial 60 or 96 gallon containers in the City. Contractor shall be responsible to maintain and repair all District provided Acceptable Containers during the term of this Agreement. The District will assign any and all warranties it may have on the Acceptable Containers. 5.8 Ownership of Eouinment All vehicles, facilities, equipment and property used in the performance of this Agreement shall be wholly owned by the Contractor, provided leasing or rental agreements may be allowed where approved by the District prior to the execution of the equipment contract and conditional sale contracts, mortgages or other contractual arrangements for financing the purchase of such equipment may be allowed where approved by the District prior to execution of the equipment contract. All such leasing, rental or purchase agreements shall provide that in the event of default of the equipment contract, or of such leasing, rental or purchase agreement, the District at its option, shall have the right to take possession of, use and operate vehicles and equipment covered by such leasing, rental or purchase agreement for the unexpired term of the equipment contract to the extent authorized by Arkansas law. In the event the.Contractor owns vehicles and equipment necessary to perform the contract services under this Agreement and in the event of default of this Agreement, the District at its option, shall take possession of, use and operate 0 r , � � � ■� � � � � 1. � ■� �■ � � the Contractor's vehicles and equipment for the unexpired term of this Agreement, provided, however, that the District shall pay the Contractor fair market lease value for the vehicles and equipment. In the event the District and Contractor cannot agree on the fair market lease rate, the District shall select an independent appraiser to determine the lease value and such determination shall be binding. 5.9 Cleaning and Painting of Vehicles & Equipment Collection vehicles shall be painted and numbered consecutively from one upward and shall have the Contractor's name, telephone number, and the number of the vehicle painted in letters of contrasting color, at least four (4) inches high, on each side of each vehicle, and the number painted on the rear. No advertising shall be permitted other than the name of the Contractor, except District approved promotional advertisement. Repainting of all vehicles shall be reviewed every two and half years, or as necessary for individual vehicles, and a decision will be made by the District and Contractor on the necessity of painting each vehicle. Collection vehicles will be maintained in a clean condition and free from major visible damages. 5.10 Employee's Conduct The Contractor shall require all employees to be courteous at all times, not to use loud or profane language and to do their work as quietly as possible. 5.11 Loading Care shall be taken in the loading and transportation of waste so that none of the material is left either on private property or on the streets or alleys. Any materials covered by this Contract and left on private property or on street or alleys by the Contractor shall be cleaned up within four (4) business hours, however, in no event later than the following day, upon notice from the District or by the customer. The District supports the goals and activities of the Little Rock City Beautiful Commission and similar organizations throughout the District. In order to support these goals, solid waste collection must be accomplished in a manner which contributes to a litter free environment. While the District recognizes than an occasional emergency may require unloading a solid waste collection vehicle in the field, this material shall be recollected within two hours of the unloading unless prohibited by emergency response personnel. The area must be litter free after the recollection and the unloading shall not obstruct traffic. If the materials unloaded are not recollected within four (4) business hours, the 11 • 0 � r r District may collect the material and withhold actual costs of this collection from the Contractor's payments for that month. The Contractor is not required to pick up materials left for collection other than as specified in the Contract. Such materials left shall be tagged with an explanation to the Residential Unit where the materials were left. The Contractor shall notify the District of Residential Units which continue to set out such materials improperly. 5.12 Permits The Contractor shall take out and pay for any permits required by the Arkansas Department of Pollution Control and Ecology, the Pulaski County Regional Solid Waste Management District, the City, or any other governmental authority which may be required. 5.13 Contract Management - Administration The work included in this Contract shall be under the administration of the District Chairman or duly authorized representative. 6. EMPLOYEE RELATIONS 6.1 EoualO000rtunity All contracts awarded by the District are subject to provisions of State and Federal laws to include the following: 1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, sex, religion, national origin, disability or age. The Contractor will ensure that applicants are employed and the employees are treated during employment without regard to their race, color, sex, religion, national origin, disability or age. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; requirement of advertising; layoff or termination; rates, of pay or other forms of compensation; and selection for training including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, .notices-to be provided by an appropriate agency of the Federal government setting forth the requirements of these nondiscrimination provisions. Contractor will comply with the ADA and regulations promulgated. pursuant thereto regarding qualified individuals with a disability. 8 Ml. M) Mi Mi Mi Ml MI 11111110� r M' MI Mi M 302. r 2. The Contractor will state, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, that all qualified applicants will receive consideration for employment without regard to race, color, sex, religion, national origin or age. 3. The Contractor will to the extent practicable, utilize minority -owned and women- owned, businesses in purchases and contracts initiated after the Effective Date of this Agreement and comply with any Minority Business Enterprise policy adopted by the City, District or County. 6.2 Personnel All personnel shall be competent and skilled in the performance of the work to which they are assigned. Contractor shall establish and maintain criteria for the hiring and performance of its personnel to monitor the competency and skill of its employees. Failure or delay in the performance of the Contract due to the Contractor's inability to obtain personnel of the number and skill required shall constitute a default of the Contract. Whenever the Contractor's designated representative is not present, orders may be given by the District Chairman, or designee, to the Contractor's superintendent or supervisor, who may have immediate charge thereof. 6.3 Displaced City and County Emolovees As a result of the Contract, certain county or city employee positions will be eliminated. The Contractor shall be required to offer the first right of refusal for positions required to fulfill its obligations under this Agreement to qualified employees based on objective criteria of minimum qualifications for each job description. For purposes of this Agreement, employees shall be deemed qualified if they meet the City or County job description for the appropriate refuse collector, sanitation equipment operator or supervisor, and the employee passes any required pre - employment drug test and any required DOT physical. However, the Contractor will not be required to hire more employees than needed to perform the provisions of the Contract. Any former public employee hired by Contractor shall be employed for at least the term of the Contract, provided the employee meets Contractor's uniformly applied performance standards in compliance with Contractor's rules and procedures. Contractor shall insure that the employee has immediate insurance coverage and receives all other benefits afforded to its employees. In addition, in the event a City or County employee is laid off during the first two (2) years of the term of this Agreement, Contractor shall use the employee's City or County years of service for determining seniority and priority in rehiring any laid off employees. 9 IM 303 6.4 Drug Free Workolace Contractor shall institute a Drug Free Workplace program and provide training and assistance in implementing the program. 7. RECORDS & REPORTING 7.1 Accurate Records Contractor agrees and covenants to keep and maintain at all times accurate and complete records and accounts in writing, including complaint logs and route books indicating the collection records related to displaced employees, and compliance with environmental laws, allowing the District, or its duly authorized representative or agent, reasonable and adequate access to any and all of said records, data accounts, and Contractor to furnish unto the District upon its request, accurate copies or duplicates thereof, without charge. Such access shall not include Contractor's financial records except as follows: 1) records related to Contractor's net book value of equipment in the event the District exercises its rights if Contractor defaults; 2) records related to the financial impact of a change in law; and 3) records verifying the accuracy of payment made hereunder. Contractor shall maintain its records for a minimum of seven (7) years. 7.2 Reporting Reauirements Thirty days prior to commencement of services, the Contractor shall submit to the District for approval, monthly program report forms and maps precisely defining collection routes, together with the days upon which the routes shall be processed. The maps will indicate direction of travel on all segments and the time at which collection shall regularly commence. A. Monthly Program Reports The Contractor shall submit monthly program reports for the length of the Contract period commencing upon the initial day of execution of the Contract. These reports will be provided in paper "hard copy" and on electronic disk. The reports will reflect monthly data and "year to date" data. These reports shall be due within five business days from the end of the calendar month being reported, the first report being for the partial month ending with the last day of the calendar month after the execution of the Contract. At a minimum, the reports shall include: Household Waste Collection Report 10 304 Log of complaints including date, time, caller, address, phone, complaint, resolution, resolution date and time and whether complaints come from citizen or the District. Yard Waste Collection Report Log of complaints including date, time, caller, address, phone, complaint, resolution, resolution date and time and whether complaints come from citizen or the District. 8. RATES & BILLING 8.1 Contractor's Compensation A. Initial Rate Contractor's initial rate for Household Waste and Yard Waste collection shall be $4.37 per Residential Unit per month. B. Adjustments to Compensation 1. Consumer Price Index On each anniversary of the Effective Date of this Contract, Contractor's compensation shall be adjusted by the annual percentage change in the Consumer Price Index ( "CPI ") for Urban Wage Earners and Clerical Workers (all items) for the most recent twelve (12) month period preceding the anniversary date for which the information is available. However, in no event will the cumulative total of CPI adjustments exceed twenty one percent (21 %) over the term of the Agreement. 2. Change in Tax or Law In addition to the CPI adjustment to Contractor's compensation, the District and Contractor acknowledge and agree that changes in law, or mandates required under Federal, state or local law, or the imposition of a tax on Contractor's service may increase Contractor's costs of providing the services required under this Contract. Therefore, in the event of such change in law, regulation, rule or the imposition of a tax, fee, surcharge or assessment on Contractor's service, Contractor shall be entitled to an adjustment in its compensation on the Effective Date of the change in law or imposition of a tax. Contractor shall calculate the impact on its costs and submit the calculation to the District together with a description of the law of tax which has been imposed and the Effective Date of the change. 11 M. M M 3. Disoosal Contractor shall deliver all collected Household Waste, and Yard Waste to the Little Rock Landfill and Composting Facility for disposal or processing. In the event the Little Rock Landfill cannot accept the.collected waste or the District or one of its participating members directs Contractor to dispose of the collected waste to another disposal or processing site, Contractor and the District agree to negotiate in good faith an adjustment of Contractor's compensation as a result of any change in Contractor's transportation costs. The District shall not unreasonably withhold agreement to such compensation and the District must approve the location of the alternative disposal site. Contractor and the District acknowledge and agree that in the event Contractor provides collection service on Saturday as a result of a holiday, the District will cause the Landfill to operate on Saturday to accept the collected Household Waste and Yard Waste. Contractor warrants that all use of the City's Landfill granted under the terms of this Agreement shall be in complete accord with all applicable Federal, state and local laws and regulations now in effect or subsequently adopted governing the use of the landfill, including, but not limited to, the Environmental Protection Agency's regulations relative to solid waste and waste treatment and disposal. In addition, Contractor agrees that City personnel will inspect all waste the Contractor delivers to the landfill in order to assure that only acceptable Class I Waste is disposed of in the Class I landfill space, and only acceptable Class IV Waste is disposed of in the Class IV landfill space, as defined by the Arkansas Department of Pollution Control and Ecology ( "ADPC &E ") Solid Waste Management Code and regulations now existing or hereafter amended. Pursuant to ADPC &E regulations, putrescible wastes, non - putrescible wastes and domestic wastes shall be disposed of in a Class I landfill facility. Putrescible wastes mean solid waste which contains organic matter capable of being decomposed by microorganisms and of such a character and proportion as to be capable of attracting or providing food for birds and potential disease vectors. Furthermore, according to ADPC &E regulations, inert non- putrescible wastes shall be disposed of in a Class IV landfill facility. Contractor agrees that unacceptable waste, or waste that does not conform to Class I or Class IV waste, will not be delivered to the landfill. If unacceptable or non - conforming waste is delivered to the landfill by the Contractor, all waste delivered will be rejected for disposal in the City's Landfill. "Unacceptable waste" means waste that the ADPC &E has determined not suitable for disposal in a Class I or Class IV landfill facility as defined herein. 12 305 306 M � The City is not liable or responsible for any additional costs incurred by the Contractor in transporting any and all waste to any other location should the City reject such waste delivered to its landfill by the Contractor as a result of the Contractor delivering non - conforming or unacceptable waste to the landfill. Notwithstanding the requirements that the City inspect waste delivered to its landfill by Contractor, Contractor understands and agrees that it has an affirmative duty to take appropriate measure to assure that the waste delivered to the City Landfill by the Contractor conforms to applicable Federal, state and local laws, rules and regulations. Further, Contractor will indemnify the City against any environmental investigations, mediation, or supplemental monitoring initiated as a result of any non - conforming or unacceptable waste is delivered through the negligent acts or omissions or willful misconduct of Contractor. In addition, Contractor understands and agrees that it will indemnify the City for any and all costs and other monetary assessments the City incurs as a result of any unacceptable or non - conforming waste delivered to the City's Landfill by the Contractor. Contractor warrants that all of its refuse haulers for hire who haul waste materials to the City's Landfill under the terms of this Agreement are properly licensed under and according to applicable law. 8.2 Billing & Payment Process The basis for Contractor compensation shall be an annual house count performed jointly by the Contractor and the District and approved by the District and cities of the District. The count will become effective with the commencement of service and on each anniversary date of the commencement of service. In the event of major population changes, either the District or the Contractor may request a special house count be performed. The District will provide the Contractor with all available information on customer changes. The District or its designee will act as the billing and collection agent for Residential Units. Within twenty (20) days after the last day of each month for which contract services have been provided, the District will send Contractor payment based on the dwelling unit count. Any other contract items will be billed by Contractor monthly. Payment shall be made within twenty (20) days after the invoice is received. 9. INSURANCE 9.1 Insurance Reouirements 13 N • M M M 307 The Contractor shall secure and maintain throughout the duration of the Contract, insurance of such types and in the amounts specified herein to protect Contractor and the interests of the District, the City, the County and any other participating members against all hazards or risks of loss as hereinafter specified. The form and limits of such insurance, together with the underwriter thereof in each case, must be acceptable to the District but regardless of such acceptance it shall be the responsibility of the Contractor to maintain adequate insurance coverage at all times. Failure of the Contractor to maintain adequate coverage shall not relieve him of any contractual responsibility or obligation. Satisfactory certificates of insurance shall be filed with the District prior to starting any field work on the Contract. The certificate shall state that thirty (30) days advance written notice will be given to the District before any policy covered thereby is changed or canceled. Worker's Compensation and Employer's Liability This insurance shall protect the Contractor against all claims under applicable state workers compensation laws. The Contractor shall also be protected against claims for injury, disease, or death of employees which, for any reason, may not fall within the provisions of a workers compensation law. This policy shall include "all states" endorsement. The liability limits shall not be less than: Worker's Compensation & Disability Employer's Liability Public Liability Insurance Statutory $ 1,000,000 each occurrence $1,000,000 each occurrence The Contractor shall maintain during the life of this Contract such Public Liability Insurance as shall protect it against claims for damages resulting from (a) bodily injury, including wrongful death, and (b) property damage, which may arise from operations under the Contract whether such operations are conducted by Contractor or by any. subcontractor or anyone directly or indirectly employed by either of them. The minimum acceptable limits of liability to be provided by such Public Liability Insurance shall be as follows: (a) Bodily Injury Limits (b) Property Damage. Limits (c) Environmental Impairment i� $500,000 each occurrence $500,000 each aggregate $500,000 each occurrence $500,000 each aggregate 51,000,000 each occurrence $1,000,000 each aggregate M • The Public Liability Insurance required by the preceding subparagraph shall include the following extensions of coverage: (a) The property damage coverage shall include a Comprehensive General Liability for above policy or similar thereto. (b) The property damage coverage shall be included. (c) Contractual Liability coverage shall be included. (d) Protective Liability coverage shall be included to protect the Contractor against claims arising out of operations performed by its subcontractors. (e) Products liability and /or Completed Operations coverage shall be included. Automobile Liability Insurance The Contractor shall take out and maintain during the life of the Contract such comprehensive automobile (vehicle) liability insurance as shall protect it against claims for damages resulting from (1) bodily injury, including wrongful death, and (2) property damage, which may arise from the operations of any owned, hired or non -owned vehicles used by or for it in any capacity in connection with the carrying out of the Contract. The minimum acceptable limits of liability to be provided by such comprehensive vehicle liability insurance shall be as follows: (1) Bodily Injury Limits (2) Property Damage Limits Umbrella Policy $500,000 each occurrence $500,000 aggregate This insurance shall protect Contractor against all claims in excess of the limits provided underthe Compensation, Comprehensive Automobile Liability, and the Comprehensive General Liability. The liability limits of the Umbrella include the District, the City, the County and any other participating members, as additional insured . and maintained in force for the duration of the Contract by the Contractor. Policy shall provide a liability limit of not less than $5,000,000 and shall protect the District, the City, the County and any other participating members, against any and all claims and liabilities for injury to or death of person, or damage to property caused in whole-or in part by the negligent acts of omissions of Contractor, his agents, employees, or subcontractors, in connection with or resulting from the operations performed under the terms of the Contract. 15 N Proof of Carriage of Insurance M M M M of Each certificate of insurance shall state the type of coverage certified and shall be identified as one of the following: Insurance Coveraoe Worker's Compensation Employer's Liability Comprehensive General Liability Bodily Injury Property Damage Environmental Impairment Liability Comprehensive Automobile Bodily Injury Property Damage Umbrella Policy 10. INDEMNITY Limits Statutory $1,000,000 each occurrence $500,000 each occurrence $500,000 each aggregate $500,000 each occurrence $500,000 each aggregate $1,000,000 each occurrence 51,000,000 each aggregate $500,000 each occurrence $500,000 each occurrence $5,000,000 each occurrence The Contractor will indemnify and save harmless the District, the City, the County and any other participating members, their officers, agents, servants, and employees from, and against, any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, and attorney's fees arising out of a willful or negligent act, or omission -- including, but not limited to actions arising under any local, state or federal environmental laws or regulations -- or omissions of the. Contractor, its officers, agents, servants, and employees; provided, however, that the Contractor shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses, and attorney's fees arising out of the award of this Contract or a willful or negligent act, or omission, of :the District, the City, the County and any other participating members, their officers, agents, servants, and employees. The indemnification in this section shall be in effect during the term of this Agreement and for a period of five (5) years thereafter. For a violation of a provision of this Agreement, the indemnification shall survive for a period of three (3) years after termination of this Agreement for negligence actions, and 16 1i c M �w w w Iw w �■ w w llw Ilw Iw l� w ~ 309 for a period of three (3) years after environmental violations are discovered or should have been discovered. 11 12. PERFORMANCE BOND Prior to commencement of services under the Agreement, the Contractor shall furnish to the District, and keep current, a Performance Bond for the faithful performance of this Contract and all obligations arising hereunder in the amount of Total Service Fee. It shall be executed by a surety company licensed to do business in the State of Arkansas and included on the list of surety companies approved by the Treasurer of the United States. Such Performance Bond shall survive any bankruptcy petition filed by the Contractor, or any other insolvency or reorganization action initiated by the Contractor. DEFAULT A. The District may cancel this Contract because of Contractor's default, except as otherwise provided below in this Section, by giving the Contractor thirty (30) days advance written notice, to be served as provided in Section 14.3, upon the happening of any one of the following events: 1. The Contractor shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy (court) or a petition or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any other law or statute of the United States or any state thereof, or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property. In the event that any bankruptcy, insolvency, reorganization, receivership, or similar proceeding is instituted by or against Contractor, or in the event Contractor makes an assignment for the benefit of creditors, the Contractor shall not assert or list this Agreement as an asset of such action; or 2. By order of decree of a court, the Contractor shall be adjudged bankrupt or an order shall be made approving a petition filed by any of its creditors or by any of the stockholders of the Contractor, seeking its reorganization or the readjustment. of its indebtedness under the Federal bankruptcy laws or under any law or statue of the United States or of any state thereof, provided that if any such judgment or order is started or vacated within sixty (60) days after the entry thereof, any notice of default shall be and become null, void and of no effect; unless such 17 M. M M a M M started judgment or order is reinstated in which case, said default shall be deemed immediate; or 3. By, or pursuant to, or under the authority of any legislative act, resolution or rule or any order to decree of any Court or governmental board, agency or officer having jurisdiction, a service, trustee or liquidator shall take possession or control of all or substantially allow the property of the Contractor, and such possession or control shall continue in effect for a period of sixty (60) days; or 4. The Contractor has defaulted by allowing any final judgment for the payment of money to stand against him unsatisfied and said default is not cured within thirty (30) days of receipt of written notice by the District to do so; or 5. In the event that the unsatisfied final judgment under subsection (4) above is the subject of a judicial proceeding, the Contractor shall not be in default if the sum of money is bonded. The bonds shall be in the form acceptable to the District; or 6. Failure to comply with all local, state and Federal laws governing the service provided under this Agreement or failure to obtain and maintain any permits required pursuant to Section 5.13 of this Agreement; or 7. Failure to comply with the Equal Opportunity, Displaced Employees provisions, Drug Free Workplace or other personnel requirements described in Section 6 of this Agreement. 8. A. The Contractor has defaulted, by failing or refusing to perform or observe the terms, conditions or covenants in this Contract or any of the rules and regulations promulgated by the District pursuant thereto or has wrongfully failed or refused to comply with the instructions of the District and said default is not cured within thirty (30) days of receipt of written notice by the District to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by the Contractor of written demand from the District to do so, the Contractor fails to commence the remedy of such default within said thirty (30) days following such written notice or having so commenced shall fail thereafter to continue with diligence the curing thereof (with the Contractor having the burden of proof to demonstrate); (a) that the default cannot be cured within thirty (30) -days, and (b) that it is proceeding with diligence to cure said default, and such default will be cured within a reasonable period of time). However, notwithstanding anything contained herein to the contrary, for the failure of the M 310 N • M M III IT 1 M Contractor to provide collection services for a period of three (3) consecutive scheduled working days, the District may secure the Contractor's records on the fourth working day in order to provide interim contract collection services until such time as the matter is resolved and the Contractor is again able to perform pursuant to this Contract; provided, however, if the Contractor is unable for any reason or cause to resume performance at the end of thirty (30) working days, all liability of the District under this Contract to the Contractor shall cease and this Contract may be deemed terminated by the District. B. Notwithstanding the foregoing and as supplemental and additional means of termination of this Contract under this Section, in the event that the Contractor's record of performance show that the Contractor has frequently, regularly or repetitively defaulted in the performance of any of the covenants and conditions required to be kept and performed by the Contractor, in the opinion of the District and regardless of whether the Contractor has corrected each individual condition of default, the Contractor shall be deemed by the District to be a "habitual violator," shall forfeit the right to any further notice or grace period to correct, and all of said defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. The District shall thereupon issue the Contractor a final warning citing the circumstances therefore, and any single default by the Contractor of whatever nature, subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for immediate termination of the Contract. In the event of any such subsequent default, the District may terminate this Contract upon giving of written final notice to the Contractor, such cancellation to be effective upon the date specified in the District's written notice to the Contractor, and all contractual fees due hereunder plus any and all charges and interest shall be payable to said date, and the Contractor shall have no further rights hereunder and immediately upon the specified date in such final notice the Contractor shall proceed to cease any further performance under this Agreement and cooperate with the District to turn over equipment and service responsibility as otherwise required herein. C. In the event of the aforesaid events specified in subsections (A) and (B) above and except as otherwise provided in said subsection, termination shall be effective upon the date specified in the District's written notice to the Contractor and upon said date this Contract shall be deemed immediately terminated and upon such termination all liability of the District under this Contract to the Contractor shall cease, and the District shall have the right to call the performance bond and shall be 19 312 free to negotiate with other contractors for the operation of the herein specified services. 13. EARLY TERMINATION Notwithstanding any other provisions of this Contract, at anytime after the end of the fourth year of this Contract, the District may terminate this Agreement if it has made a determination that the City and the County can provide the same level of service required under this Contract for a lower price. Such determination must include all costs of providing the service in an auditable form. If the District elects to terminate the Contract pursuant to this section, it must give Contractor at least twelve (12) months advance written notice and pay Contractor a termination fee in an amount equal to the unamortized portion of its start-up costs, and purchase all of Contractor's equipment used in the performance of services required under this Contract. If the District and Contractor cannot agree on the termination fee and equipment purchase price the matter will be settled by each party selecting an appraiser. The payment to Contractor will be an average of the two (2) appraisals. 14. MISCELLANEOUS 14.1 Assionment The Contractor shall not assign the Contract or any portion thereof or delegate any of the Contractor's rights or duties thereunder without written approval of the District. This written approval shall not be considered as making the District a party to such subcontract or subjecting the District to liability of any kind to any subcontractor. No subcontract shall under any circumstances relieve the Contractor or the surety of liability and obligation under the Contract, and all transactions shall be made through the Contractor. Subcontractors will be recognized and dealt with only as workers and representatives of the Contractor and as such shall be subject to the same requirements of character and competence as required of the Contractor's employees. Any purported assignment made in violation of this provision shall be void and of no force and effect and shall constitute a material breach of this Contract. 14.2 Governing Law This Contract shall be governed by the laws of the State of Arkansas as to interpretation and performance. Any and all legal action necessary to enforce this Contract will be held in Pulaski County,. Arkansas and the Contract will be interpreted according to the laws of the state of Arkansas. 14.3 Notices N • 313 Any notice, demand, communication, or request required or permitted hereunder shall be in writing, except where otherwise herein designated by telephone, and delivered in person or sent by certified, return receipt requested, United States Mail as follows: District Contractor: Waste Management of Arkansas, Inc. P. O. Box 193320 Little Rock, AR 72219 -3320 Attn: Division President and General Manager Notices shall be effective when received at the address as specified above. Changes in the respective address to which such notice is to be directed may be made from time to time by written notice. Facsimile transmission is acceptable notice, effective when received, however, facsimile transmission received (i.e. printed) after 4:30 p.m. or on weekends or holidays will be deemed received on the next business day. The original of items which are transmitted by facsimile equipment must also be mailed as required herein. 14.4 Expansion of Contract Area The District may expand the Contract Area to contiguous property by giving Contractor sixty (60) days advance notice. The Contractor shall adjust service to the expanded area upon receiving proper notification from the District. The monthly rate paid to the Contractor will be adjusted based on the amount of service provided to the expanded area. 14.5 Compliance with Laws The Contractor shall conduct its operations under this Contract in compliance with all applicable Federal, State and local laws and regulations. 14.6 Emeraencv Service Provisions In the event of a hurricane, tornado, major storm, natural disaster, or other such event, the District may grant the Contractor a variance from regular routes and schedules. As soon as practicable after. such event, the Contractor shall advise the District when it is anticipated that normal routes and schedules can 21 N 314 be resumed. The District shall make an effort through the local news media to inform the public when regular services may be resumed. The clean -up from some events may require that the Contractor hire additional equipment, employee additional personnel, or work existing personnel on overtime hours to clean debris resulting from the event outside the scope of Contractor's service. The Contractor and the District shall negotiate any additional compensation, above the normal compensation contained in this Contract, to cover the costs of rental equipment, additional personnel, overtime hours and other documented expenses provided the Contractor has first secured written authorization and approval from the District to provide the additional service and receive compensation. 14.7 Severability If any provision of this Agreement shall be declared illegal, void or unenforceable by a court of competent jurisdiction, the other provisions shall not be affected but shall remain in full force and effect. 14.8 Modification This Agreement constitutes the entire Agreement by the parties and it may not be altered, revised or modified except by a written modification signed and properly authorized by the parties. 14.9 Standard Non- Aporooriation Clause Non- Approoriation of Funds. The District shall not be deemed in default under Section 12 of this Agreement in the event no funds or insufficient funds are available for appropriation and budgeting in any fiscal period to meet the obligations under this Agreement. Further, the District shall not be deemed in default in the event that any City lacks the funds, or has insufficient. funds, for appropriation and budgeting in any fiscal period. The District will promptly notify the Contractor or its assignees in writing of such occurrence, and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received. 14.10 Proprietary Information as Property of Compaq Contractor, District, and City recognize that in order to comply with all the terms and conditions of this Agreement it may, on occasion, be necessary for the Contractor to provide the District or the City access to certain proprietary information. To the extent that such information is individually noted and 22 M • marked "Proprietary" by the Contractor, the District and the City acknowledge that such information will always be considered to be in the sole custody and control of the Contractor, that the information is only being reviewed by the District or the City and, that despite the immediate location of such material, the Contractor shall never be deemed to have provided the material to the District or the City for its possession and control, nor to include such information as a part of any public record. In the absence of a court order issued by a court of competent jurisdiction, or a subpoena duly issued according to law, should any person request access to such information solely upon the basis of state or federal freedom of information laws, the District or the City shall immediately return the information to the Contractor with notice of the request, shall refuse access to the records of the requesting party, and shall complete any necessary review at the Contractor's office. Nothing in this Agreement should be considered to mean that in the event it is necessary for purposes of litigation, state or federal public finance laws, or otherwise, for the District or the City to publish such information, the District or the City is waiving any right to request publication or to comply with any appropriate order, statute, regulation, subpoena or request for publication of such material. 23 N � IN WITNESS WHEREOF, the District and Contractor have executed this Agreement on the date hereinafter referred. PULASKI COUNTY REGIONAL SOLID WASTE MANAGEMENT DISTRICT By: Its: Date: PULASKI COUNTY, ARKANSAS By: F.G. "Buddy" Villines Its: Judge Date: CITY OF LITTLE ROCK, ARKANSAS By: Jim Dailey Its: Mayor Date: WASTE MANAGEMENT OF ARKANSAS, INC. By: Its: Date: Ore! EXHIBIT A HOLIDAY SCHEDULE Fk7 N w 318 . EXHIBIT B CONTRACT AREA so M M = • EXHIBIT C CONTRACTOR'S DEFINITION OF SPECIAL MATERIALS WASTE "Special Waste" means any discarded material from a non - residential source meeting any of the following descriptions: a. Waste from an industrial process (including process sludges). b. Waste from a pollution control process (e.g., baghouse dust, treatment plant sludge, filter cake, sedimentation pond cleanout, etc.). C. Waste containing free liquids (free liquid wastes are those wastes which fail the paint filter test prescribed by the United States Environmental Protection Agency method 9095). d. Residue and debris from the cleanup of a spill of a chemical substance or commercial product or a waste listed in (a) through (c), or (e) through (g). This definition applies to spills of any size. e. Contaminated residuals from the cleanup of a facility generating, storing, treating, recycling, or disposing chemical substances, commercial products, or waste listed in (a) through (d), (f), or (g). f. Any waste which is non - hazardous as a result of treatment pursuant to RCRA Subtitle C. g. Chemical- containing equipment removed from service, in which the chemical composition and concentration are unknown. Tvoe B Special Waste - Any discarded material from a non - residential source meeting any of the following descriptions: (Type B special wastes are not customarily subject to laboratory testing). a. Friable asbestos from building demolition or cleaning; wall board, wall or ceiling spray coverings, pipe insulation, etc. Non - friable asbestos (e.g. asbestos containing floor tiles brake pads,. roofing products, etc.) is not a special waste unless it has been processed, handled, or used in such a way that when dry, it becomes crumbled, pulverized, or reduced to powder. Asbestos bearing industrial process waste is a Type A special waste. b. Commercial products or chemicals which are off - specification, outdated, unused, or banned. This category includes containers which once held 27 M M Ml M M commercial products or chemicals unless the container is "empty" as defined in this section. Outdated or off - specification uncontaminated food or beverage products in original consumer containers are not special waste unless management of such products is restricted by applicable regulations. C. Untreated medical waste - Any waste capable of inducing infection due to contamination with infectious agents from a bio- medical source including but not limited to a hospital, medical clinic, nursing home, medical practitioner, mortuary, taxidermist, veterinarian, veterinary hospital, animal testing laboratory or medical testing laboratory. Any sharps from these sources must be rendered harmless or placed in needle puncture proof containers. d. Treated medical waste - Any waste from a bio- medial source including but not limited to a hospital, medical clinic, nursing home, medical practitioner, mortuary, taxidermist, veterinarian, veterinary hospital, animal testing laboratory, or medical testing laboratory which has been autoclaved or otherwise heat treated or sterilized so that it is no longer capable of inducing infection. Any sharps from these sources must be rendered harmless or placed in needle puncture -proof containers. Residue resulting from the incineration of medical waste is a Type A special waste. e. Residue /sludges from septic tanks, food service grease traps, or washwaters and wastewaters from commercial laundries, Laundromats, and car washes. If these wastes are managed at a public or commercial wastewater treatment works, they are not a special waste. f. Chemical containing equipment removed from service, in which the chemical composition and concentration are known, (e.g. oil filters, cathode ray tubes, lab equipment, acetylene tanks, fluorescent light tubes, etc.). g. Waste produced from the demolition or dismantling of industrial process equipment or facilities contaminated with chemicals from the industrial process. Chemicals or waste removed or drained from such equipment for facilities are Type A special wastes. h. Incinerator ash generated at a Resource Recovery Facility that burned only non - hazardous household, commercial, or industrial waste and qualifies for the hazardous waste exclusion in 40 CFR 261.4(b). If the regulatory authority does not recognize the household hazardous waste exclusion, then the ash is a Type A special waste. W. 32®