2014 Residential Waste Pick-up_201411211523547371AGREEMENT PROVIDING FOR THE COLLECTION
AND DISPOSAL OF SINGLE FAMILY RESIDENTIAL WASTE
This agreement ("Agreement") is made as of thisaclay of 2014, by and
between the Village of Oak Brook, Illinois ("Village") and Allied Waste Services of North
America, LLC d/b/a/ Allied Waste Services of Melrose Park//Republic Services of Melrose Park,
a Delaware limited liability company ("Contractor").
WHEREAS, the Village is authorized by statute to contract for the collection and
disposal of refuse and recyclable materials; and
WHEREAS, on January 1, 2010, the Village and the Contractor entered into that certain
Agreement Providing for the Collection and Disposal of Single Family Residential Waste ("Prior
Agreement") for the collection and disposal of refuse and recyclable materials generated by
single family residences in the Village; and
WHEREAS, the Prior Agreement is set to expire on December 31, 2014; and
WHEREAS, the Prior Agreement provides that the Village and Contractor may extend
the Prior Agreement upon mutual agreement; and
WHEREAS, the Village and the Contractor desire to extend the Contractor's franchise for
the Contractor to collect and dispose of refuse and recyclable materials generated by single
family residences in the Village for an additional five year term pursuant to the terms of this
Agreement; and
WHEREAS, the President and Board of Trustees have determined that entering into this
Agreement will serve the public health, safety and welfare of the Village and its residents.
NOW, in consideration of the mutual covenants and conditions contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
Section 1: Incorporation of Preambles: The foregoing preambles are
restated and incorporated herein by reference as though fully set forth herein.
Section 2: Definitions: For the purposes of this Agreement, definitions of
certain terms shall be as listed below. Other terms shall be as defined within applicable
subsections.
(a) "Refuse" shall mean all discarded and unwanted putrecible and nonputrecible
household and kitchen wastes, including but not limited to, food, food residues, and
materials necessarily used for packaging, storing, preparing, and consuming same,
usually defined as "garbage"; and all combustible and non-combustible waste materials
resulting from the usual routine of domestic housekeeping, including, but not limited to,
aluminum and steel cans; glass containers; plastic containers; crockery and other
containers; metal; paper of all types, including newspapers, books, magazine, and
catalogs; boxes and cartons; cold ashes; furniture, furnishings, and fixtures, non -excluded
1
#32407329_v2
household appliances; textiles and leather; animal waste; toys and recreational
equipment; household construction and demolition debris (subject to the limitations of
subsection (e) below); and similar items to the aforementioned items. For the purposes of
this Agreement, the terms "garbage", "refuse", and "rubbish" shall be synonymous unless
otherwise more specifically defined (for example, "yard waste"). Refuse shall not
include Excluded Waste.
(b) "Recyclables" or Recyclable Material(s) shall mean at a minimum brown paper
bags, corrugated boxes, frozen food packages, magazines & catalogues, mixed paper,
newspaper, paperboard, telephone books, wet strength carrier stock, aerosol cans,
aluminum cans, aluminum foil, aseptic packaging & gable top containers, formed steel
containers, glass bottles & jars, HDPE (42) plastic containers, PET(#1) plastic containers,
plastic six & twelve pack rings, PVC (0) plastic containers, HDPE (44) plastic
containers, LDPE (45) rigid plastic containers, and Other (47) rigid plastic containers,
steel cans, steel paint cans & lids, in addition to any other items which a Processing
Facility may accept at the facility. The Contractor has the option to select an IPF under
the terms of this Agreement. A listing of the recyclables accepted in the program is
found in Exhibit 1.
(c) "Yard waste" (also known as "landscape waste") shall mean grass clippings,
leaves, branches and brush, other yard and garden trimmings, vines, garden plants, and
flowers, weeds, tree droppings (for example, pine cones and crabapples), and other
similar organic waste materials accumulated as the result of the cultivation and
maintenance of lawns, shrubbery, vines, trees, and gardens. Sod, dirt, Christmas trees,
and greenery from wreaths and garlands shall not be considered yard waste and shall be
disposed of as refuse, unless the composting facility will accept it.
(d) "Leaf Waste" (also known and treated as "Yard Waste") shall mean only leaves
accumulated as the result of the cultivation and maintenance of lawns, shrubbery, vines,
trees, and gardens.
(e) "Household Construction and Demolition Debris" or "Debris" shall mean waste
materials from interior and exterior household construction, remodeling and repair
projects, including, but not limited to drywall, plywood, and paneling pieces, lumber, and
other building materials; windows and doors, cabinets, carpeting, disassembled bathroom
and kitchen fixtures; and small amounts of sod, earth, clay, sand, concrete, rocks, and
similar materials. Such debris shall conform to the following: loose small items shall be
placed in suitable disposable containers not exceeding fifty (50) pounds in weight, or in
bundles not exceeding two (2) feet in diameter, four (4) feet in length, and fifty (50)
pounds in weight. Materials not conforming shall be considered "Oversize Construction
Debris" and not as household construction and demolition debris, and shall be subject to
special collection requirements as specified in Section 29.
(f) "Stop" shall mean "household." Single households will be counted for the
purpose of defining the extent of the collection services to be provided and of
determining the amount of refuse, recyclables, and yard waste to be collected.
N
#32407329_v2
(g) "Curbside" shall mean adjacent to the street pavement, alley pavement and gutter
and within five feet thereof.
(h) "Large Household Item" (also known as "bulk item") shall mean any discarded
and unwanted large household appliances and furnishings, including, but not limited to:
refrigerators, freezers, stoves, trash compactors, washers, dryers, dishwashers, furnaces,
hot water heaters, air conditioners, furnaces, humidifiers, dehumidifiers, water softeners,
pianos, organs, tables, chairs, mattresses, box springs, bookcases, sofas, and similar
furniture. All "white goods" including those containing CFCs (chlorofluorocarbons)
shall fit within this definition. Large Household Items do not include Exclude Waste.
(i) "Disposal Unit' shall have different meanings as follows:
(i) For the purposes of refuse collection, a "disposal unit' shall mean one (1)
water tight metal, or plastic reusable waste container with handles, no
larger than thirty-two (32) gallons in capacity, unless clearly noted or
intended to mean otherwise, or fifty (50) pounds in weight, one (1) plastic
or paper bag, box, carton, or other disposable container not to exceed
thirty-two (32) gallons in capacity and fifty (50) pounds in weight,
containing refuse or household construction and demolition debris as
herein defined, securely tied or closed in such a fashion so as to prevent
the littering, leaking, or scattering of refuse or debris; or one (1)
Contractor supplied 64 gallon toter or one (1) Contractor supplied 95
gallon toter unit; or one (1) securely tied bundle of refuse or debris which
is not placed in a container that does not exceed two (2) feet in diameter,
four (4) feet in length, and fifty (50) pounds in weight; or one (1) single
miscellaneous or odd -shaped item of refuse or debris that does not exceed
fifty (50) pounds in weight. A large household item as is herein defined in
subsection (h) is to be considered a disposal unit and collected with the
regularly scheduled refuse collection. Two (2) yards of household
construction and demolition debris as is herein defined in subsection (e) is
to be considered a disposal unit and collected with the regularly scheduled
refuse collection.
(ii) For the purposes of yard waste collection, a "disposal unit' shall mean one
(1) biodegradable two-ply, fifty (50) pound wet -strength Kraft, or similar,
paper bag designed for yard waste collection not to exceed thirty-three
(33) gallons in capacity and fifty (50) pounds in weight, containing "yard
waste" as herein defined, or one (1) water -tight metal or plastic reusable
waste container with handles, no larger than thirty-two (32) gallons in
capacity or fifty (50) pounds in weight and clearly marked "yard waste",
or one (1) securely tied bundle of brush or branches using biodegradable
cord, string, rope or twine that does not exceed fifty (50) pounds in weight
(as measured when dry), two (2) feet in diameter, and four (4) feet in
length, and is manageable by one (1) person.
3
#3240732922
(iii) For purposes of the collection of recyclables, a "disposal unit" shall mean
one (1) Village or Contractor supplied 64 -gallon toter and/or one (1)
fourteen (14) to eighteen (18) gallon recycling bin.
0) Electronic Waste: Televisions, monitors, printers, computers, electronic
keyboards, facsimile machines, videocassette recorders, portable digital music players,
video game consoles, small scale servers, scanners, electronic mice, digital convertor
boxes, cable receivers, satellite receivers, digital video disc recorders or any other
electronic devices banned from landfill disposal by the State of Illinois pursuant to the
Illinois Electronic Products Recycling and Reuse Act (P.L. 95-0959), as amended.
(k) "Household" shall mean a residential dwelling unit.
(1) For the purpose of this Agreement, only the following holidays shall be deemed
official holidays: New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
Should any of the aforementioned occur on a regularly scheduled collection day, the
collection of that day shall be rescheduled to the next day and all the subsequent
collection days following the holiday shall occur one day behind schedule until the
beginning of the next full week.
(m) "Excluded Waste" shall mean Radioactive Waste, Stable Matter, Electronic
Waste, Medical, Hazardous and Special Waste as defined by state or Federal law or
regulation, large dead animals (equal or greater than ten (10) pounds), vehicle batteries,
large automobile parts, automobile or other vehicle tires and any other material which
cannot be disposed of at an Illinois sanitary landfill or requires a special permit or
approval for disposal at an Illinois landfill. "White Goods' as defined by state or Federal
law are not Excluded Waste.
6) "Waste" shall mean refuse, recyclables, yard waste, leaf waste, household
construction and demolition debris, oversized construction debris, and large household items of
any and all kinds, collectively. Waste does not include Excluded Waste.
Section 3: Exclusive Contractor: The Contractor shall be the exclusive
refuse, recycling and yard waste collector for single family attached and detached residences
(hereinafter referred to as single family) within the Village boundaries.
Section 4: Contractor Performance: The Contractor shall be responsible for
all of its obligations under this Agreement and shall provide and furnish all of the labor,
materials, necessary tools, expendable equipment and supplies, vehicles, transportation services,
and landfill and compost facility space required to perform and complete the collection and
disposal of refuse and yard waste, and make all of the necessary arrangements for the delivery of
all recyclables to a processing facility. The Contractor may, at its option, contract separately
with businesses, institutions, and agencies for collection service outside the scope of this
Agreement, subject to all individual Village codes and ordinances governing private refuse
collectors generally, and providing that such operations shall not interfere with the satisfactory
performance of the work required under this Agreement.
4
43240732922
Section 5: Rates Established: The Contractor agrees to perform all of the
Work described in this Agreement and comply with the terms herein for the sums listed in
Exhibits 2. The Contractor will not increase any rates it charges for the Work set forth in Exhibit
2 during the term of this Agreement except for as specifically set forth in this Agreement.
Section 6: Taxes: The Contractor shall promptly pay all sales, use, property,
income, and other taxes that are lawfully assessed against the Village or the Contractor in
connection with the Contractor's facilities and the work performed by the contract pursuant to
this Agreement.
Section 7: Permits and Fees: At no cost to the Village, the Contractor shall
secure and pay for, at its own expense, all necessary permits, licenses, and certificates of
authority required to complete the work, to be performed by the Contractor pursuant to this
Agreement and shall comply with all requirements of such permits, licenses, and certificates of
authority to operate in the Village, including inspections. The Contractor shall keep and
maintain all such licenses, permits, and certificates of authority in full force and effect
throughout the term of this Agreement.
Section 8: Insurance: Contractor shall maintain certificates and policies of
insurance during the term of this Agreement evidencing the following minimum insurance
coverages:
Worker's Compensation: Statutory
Employer's Liability: $1,000,000 each occurrence.
Vehicle Liability: $3,000,000 property damage and bodily injury or
death per person, combined single limit
$3,000,000 each occurrence.
Comprehensive General Liability: $5,000,000 each person,
$10,000,000 each occurrence
$2,500,000 each occurrence; property damage
Pollution Liability:
$15,000,000 aggregate
The required coverages may be in any combination- of primary, excess, and umbrella
policies. Except as it relates to any pollution liability policy, any excess or umbrella policy must
provide excess coverage over underlying insurance on a following -form basis such that when
any loss covered by the primary policy exceeds the limits under the primary policy, the excess or
umbrella policy becomes effective to cover such loss.
Such policies shall be in a form, and from companies, acceptable to the Village and shall
name the Village, its officers, officials and employees, volunteers and agents as an additional
insured and cancellation notice recipient. Such insurance shall provide that no cancellation of
any insurance shall become effective until the expiration of 30 days after written notice thereof
shall have been given by the insurance company to the Village. In the event of any such
5
#32407329_x2
cancellation or non -renewal, Contractor or its representative shall provide, with the notice
thereof, evidence of replacement insurance. In the event of any change of or modification of
coverage, Contractor shall notify Village within thirty (30) days after Contractor receives such
notice from its insurer.
The Contractor expressly understands and agrees that any Performance Bond or
insurance protection required of the Contractor, or otherwise provided by this Agreement, shall
in no way limit its responsibility to indemnify, keep and hold harmless and defend the Village,
its agents, officials, servants and employees as provided in this Agreement.
The Contractor agrees that in the event a judgment should be entered against the Village
or its agents, officials, servants and employees which is in any manner connected or related to
this Agreement or the services or work rendered hereunder, the Contractor shall immediately
satisfy same including, but without limitation on the foregoing, all fees, costs and interest in
connection therewith, in accordance with its indemnification obligations set forth below.
Section 9: Performance Bond: The Contractor shall furnish a Performance
Bond in a form acceptable to the Village for the faithful performance of this Agreement, said
Performance Bond to be executed by a responsible surety company rated AAA or better by
Best's insurance Reports. The Bond shall be in the penal sum of $500,000 for the period of this
Agreement, including any renewal thereof. The Performance Bond shall be conditioned upon
the faithful performance by the Contractor of its obligations under this Agreement and upon its
full compliance with the all applicable laws, ordinances and regulations. Said Performance Bond
shall indemnify the Village against any loss resulting from any breach or failure of performance,
but shall in no way limit Contractor's responsibility to defend, indemnify, keep and hold
harmless the Village, its agents, officials, servants and employees as provided in this Agreement.
Section 10: Indemnity: The Contractor shall indemnify, save, and hold
harmless the Village, individually and collectively, its officers, officials, employees, and
attorneys from any and all liability, losses, costs, expenses, demands, taxes, claims, damages,
lawsuits, proceedings, or causes of action, including workers' compensation claims, of any kind
or nature whatsoever, including reasonable attorney's fees and costs of defense, that the Village
may suffer, incur, sustain, or become liable for, on account of any injury to or death of its
employees, or injury or death to any other person, or damage to or injury to real estate, or
personal property, or any other damages claim, in any way resulting from arising out of, in
connection with, or pursuant to this Agreement, caused by the alleged negligent operations,
negligent operations, or willful misconduct of the Contractor, its agents, retailers, employees, or
any subcontractors in performance of the services to be conducted, including ownership,
maintenance, use, operation, or control of any vehicle owned, operated, maintained, or controlled
by the Contractor or subcontractor. The Contractor shall, at its own expense, appear and pay all
reasonable fees of attorneys and all costs and other expenses arising there from or incurred in
connection therewith; and if any judgments shall be rendered against the Village in any such
action, the Contractor shall, at its own expense, satisfy and discharge same.
The Contractor expressly understands and agrees that any performance bond or insurance
protection required by this Agreement, or otherwise provided by the Contractor, shall in no way
6
#32407329_v2
limit the responsibility to indemnify, keep and hold harmless, and defend the Village, and to pay
expenses and damages as herein provided.
This Section 10 shall survive the termination of this Agreement.
Section 11: Hours and Standards of Collection: The Contractor shall not
commence work before 6:00 AM and shall cease collection by 6:00 PM. The Contractor shall
furnish sufficient numbers of vehicles and personnel to accomplish the work within this period,
irrespective of adverse conditions, breakdowns, or similar hindrances. The Contractor's crews
shall endeavor to work with as little noise, disturbance, and disruption to residents as possible.
The Contractor shall be responsible to coordinate with schools within the Village for
collection in the areas adjacent to the schools to prevent conflict with Contractor services and
school traffic.
The Contractor shall be responsible to collect all recyclables, and yard waste from the
curbside or Residents' backdoors based in the service selected and paid for by each Resident.
The Contractor shall place a sticker on any item(s) not collected indicating the reason why it
could not be collected. Residents shall be responsible for placing disposal units close to the curb
(or in those areas without curbs, placing them in an equivalent position), or backdoor (if
applicable) so that they are easily accessible to the Contractor's employees.
The Contractor shall return all containers at each stop to the general location at which
they were found, except that bins shall not be placed in the middle of driveways, in driveway
aprons, or near the curb in such a manner as to risk their blocking the sidewalk, falling into the
street or being hit by a vehicle.
The Contractor shall handle all containers with reasonable care to avoid damage and
spillage. Any contents spilled or items broken by collection crews onto Village parkways,
premises, curb -and -gutter, or streets shall be immediately cleaned up in a workmanlike manner.
In order to clean up, a broom and shovel shall be required on each vehicle. The Contractor shall
not be responsible for collecting or cleaning up refuse, recyclables, or yard waste litter that has
blown, fallen, leaked or been scattered from bags, cans, bins, or other containers onto private
property unless such litter is caused by Contractor.
Section 12: Proper Disposal and Processing: Proper disposal and processing
shall include:
(a) General Requirements: The Contractor shall at all times use disposal methods
that are in compliance with all Federal, State, County, and local laws, ordinances, and
regulations. The Contractor shall be responsible for all collection and transportation
costs necessary to bring refuse and yard waste to a disposal site, and shall be responsible
for the payment of all tipping fees for refuse and yard waste. The Contractor shall be
responsible for all collection and transportation costs necessary to bring recyclables to the
respective processing facility designated by the Contractor.
All refuse and yard waste collected shall be removed from the Village as soon as
the materials are collected, but in any event, no later than 6:00 PM on the date of
7
432407329_v2
collection. The refuse and yard waste shall be disposed of and the recyclables taken to
the facility designated by the Contractor.
(b) Disposal of Refuse: The Village reserves the right to approve the landfill site
location the Contractor intends to use for the disposal of refuse. The Contractor shall
provide the name and location of this disposal site, and alternative sites.
(c) Yard Waste Requirements: Throughout the term of this Agreement, the
Contractor shall own, co-own, rent, lease, control, or otherwise have access to a properly
licensed and permitted composting facility of sufficient capacity for the disposal of yard
waste. The Contractor shall be solely responsible for ensuring that such facility is fully
licensed and permitted and will notify the Village if any such facility ceases to be fully
licensed and permitted.
The Contractor shall furnish the name and location of the composting facility
intended to be used during the term of this Agreement. Upon request of the Village,
proof that such facility complies with all laws and regulations governing such facilities
shall be furnished to the Village. The Village reserves the right to visit and inspect such
facilities with reasonable notice. This shall not preclude the Contractor from changing
the disposal location to a reasonable alternate site, but the Contractor shall notify the
Village of any changes.. Upon request of the Village, the Contractor shall furnish
evidence of arrangements assuring availability of adequate composting facility capacity
for disposal of yard waste collected under this Agreement.
(d) Recycling Requirements: Throughout the term of this Agreement, the Contractor
shall deliver all recyclables collected in the Village to the facility designated by the
Contractor.
The Contractor shall be responsible for payment of all necessary fees that may be
charged by the processing facility or other site designated by the Contractor.
No disposal of recyclables in a landfill or incinerator by the Contractor shall occur
without the Village's prior written approval, which may be withheld in the sole discretion
of the Village.
(e) Revenues from Recyclables: The Contractor will retain 100% of the proceeds
from the sale of recyclable materials and all recycling revenues paid to the hauler.
(f) The Contractor shall be responsible for, at its sole expense, the proper disposal of
any materials (other than Excluded Waste) collected by the Contractor but not accepted at
the facilities or landfills selected pursuant to this Section. The Contractor acknowledges
and agrees that in the event that it collects Excluded Waste, the Village has no
responsibility to dispose of, arrange for the disposal of, or pay for the disposal of,
Excluded Waste except if the Excluded Waste is generated by the Village.
Section 13: Missed Pick-ups: The Contractor shall promptly investigate and
courteously resolve all complaints of missed pick-ups, and shall arrange for collection of missed
pick-ups found to be valid within twenty-four (24) hours after a complaint or notification is
8
#32407329_v2
received. In the event this occurs on a day preceding a holiday or weekend, the complaint shall
be serviced on the next working day. The Contractor and the Village agree to jointly establish
reasonable administrative regulations for the investigation and resolution of alleged missed pick-
ups.
Section 14: Dispute Settlement: Where any dispute arises between a
resident/customer and the Contractor, as to the manner or placing of containers for collection or
preparation of recyclable materials, or any matter arising under this Agreement, the Contractor
agrees that in that specific instance collection will be made immediately even though in its
opinion, the customer may be in error; and that the Contractor will immediately report the same
to the Village's designated representative so that the Village and the Contractor may resolve the
dispute, if possible, before additional collection becomes necessary. This Section shall not be
construed to obligate Contractor to collect any Excluded Waste. The intent of this paragraph is to
avoid disputes/disagreements between the customers and the Contractor's employees, and to
permit disputes/disagreements to be handled by mutual discussion between the Contractor and
the Village. If a missed pick-up is reported by the Village or a customer to the Contractor, the
Contractor shall collect the refuse, recyclable material, or yard waste from such customer within
one (1) business day of notification. All complaints other than missed pick-ups shall be resolved
to the satisfaction of the Village, within two (2) business days. As noted above, the Contractor
shall supply the Village with a copy of the complaint form for each and every complaint, which
shall include the nature of the complaint and the resolution of the complaint. The Contractor
shall cooperate with the Village in minimizing complaints from customers. Continued
unreasonable complaint levels, as determined by the Village, or continued failure by the
Contractor to cant' out any of its contractual obligations such as, but not limited to, rude
treatment, messy pick-ups, damage to persons or property, and early start-up shall be considered
a default under this Agreement.
In the event of valid complaints for other incidents, including, but not limited to,
breakage of glass during collection of recyclables; items of refuse, recyclables, and/or yard waste
dropped during collection; and the tike that are not cleaned up by the collection crew, the
Contractor shall immediately arrange for clean up after a complaint or notification is received.
The subject area must be cleaned up immediately and in no case longer than twenty-four (24)
hours form the time the incident is reported.
The Contractor shall maintain a daily log of complaints received. A copy of these
complaints and their resolution shall be given to the Village at the end of each month.
Section 15: Contractor Offices and Points of Contact: The Contractor shall
establish and maintain an office through which it may be contacted directly, where the public and
Village personnel may call in or send inquiries and complaints, and where the public and Village
personnel may send and receive instructions. The office shall be equipped with sufficient
telephones, and shall have a responsible person in charge, during collection hours. This service
shall be operated between the hours of at least 7:30 AM to 4:00 PM, Monday through Friday,
except during holidays as listed in paragraph 20, or as otherwise directed by the Village. The
telephone service shall be a local exchange or on a toll-free basis. The Village will publicize the
customer service telephone number(s) of the Contractor. In addition, a telephone number by
E
#32407329_v2
which the Contractor may be reached after regular hours shall be provided to the Village for use
by Village personnel.
The Contractor shall assign a specific route manager to the Village who shall serve as a
contact to Village staff in resolving issues. The route manager shall provide the Village with a
cell phone number, which may be used to contact them at any time.
The Contractor shall identify the location, telephone number(s), and mailing address of
the office, the garage area, and any processing facility, that will be used to service the Village.
The Village reserves the right to visit and inspect such facilities, with reasonable notice. The
Contractor shall also notify the Village of its designated contact person(s) for the purposes of
obtaining instructions; answering inquiries, and resolving complaints. Such person(s) shall be
available to discuss, and if necessary, meet with Village personnel to resolve problems.
Section 16: Employees and Conduct: The Contractor shall undertake to
perform all collection and disposal services rendered hereunder in a neat, orderly; and efficient
manner: to use care and diligence in the performance of this Agreement; to provide neat,
orderly, and courteous personnel on its collection crews; and to provide courteous and
knowledgeable personnel in its customer service function.
The Contractor shall prohibit any drinking of alcoholic beverages or use of any controlled
substance, except by a doctor's prescription, by its drivers and crew members while on duty, or
in the course of performing their duties under this Agreement.
In the event that any of the Contractor's employees are deemed by the Village to be unfit
or unsuitable to perform the services under this Agreement as a result of intoxication, drug use,
or by virtue of abusive or obnoxious behavior, then, upon the formal written request of the
Village, the Contractor shall remove such employee from work within the Village and furnish a
suitable and competent replacement employee.
The Contractor's drivers and crew members shall be attired at all times in a neat,
professional manner. All permanent collection employees shall be required to wear a work
uniform. Said uniform shall include a shirt or jacket that clearly indicates that the employee is
employed by the Contractor. The Village has the right to require or define what shall be
considered suitable work clothes for collection employees.
All vehicle operators shall carry valid Illinois State driver's licenses for the class of
vehicle operated. Vehicle operators shall obey all traffic regulations, including weight and speed
limits.
Section 17: Vehicles and Equipment: All vehicles shall be maintained in
good working order and appearance, free of rust, and shall be clean at the start of each collection
day. No vehicle shall be operated on Village streets that leaks any fluids. In the event that any
vehicle is not properly operable, a substitute vehicle shall immediately be provided that complies
with the terms herein. All vehicles shall display the name of the Contractor, a local phone
number, and vehicle identification number that is clearly visible on both sides.
10
#32407329_v2
All vehicles shall be fully enclosed, leak -proof, and operated in such a way that no refuse,
recyclables, or yard waste leaks, spills, or blows off the vehicles. Should any refuse, recyclables,
or yard waste leak, spill, or blow off a vehicle, the Contractor shall be responsible for collecting
or cleaning up such litter or fluids. If such litter or fluids are not properly cleaned up after notice
(verbal or written) from the Village, the Village may clean up same, and the Village may bill the
cost to the Contractor for services rendered. Drain plugs, if available, shall be kept closed,
except during collections in rainy weather. All vehicles shall be made available for inspection
during regular business hours at the request of the Village.
Refuse, recyclables, and yard waste shall each be collected separately and shall not be
commingled, unless the Contractor gets prior written permission from the Village to commingle.
Section 18: Safety: The Contractor shall be responsible for initiating,
maintaining, and supervising all safety precautions and programs in connection with the work of
this Agreement. The Contractor and any subcontractors shall comply with all the provisions of
the Federal Occupational Safety and Health Act of 1970, as amended. Precautions shall be
exercised at all times for the protection of persons and property. The safety provisions of all
applicable laws, regulations and building codes shall be observed, including safeguards on
machinery and equipment, the elimination of hazards, and work safety training. In the event of
accidents of any kind, which involve the general public and/or private or public property in the
Village, the Contractor shall immediately notify the Village. Upon the request of the Village, the
Contractor shall provide such accounting of'details and/or copy of written accident report as the
Village may require.
Section 19: Damages: The Contractor shall take all necessary precautions for
the protection of public or private property. The Contractor shall be responsible for damages on
public or private property resulting from its careless operation of vehicles or its careless handling
of any receptacle, in accordance with its indemnification obligations in Section 10. All property
which suffers damage (reasonable wear -and -tear excepted) caused by the carelessness of the
Contractor,, including, but not limited to waste receptacles, sod, grass, driveways, mailboxes, or
recycling containers shall be repaired or replaced as soon as possible to equivalent quality at the
time of the damage, and at no extra charge to the property owner. If the Contractor fails to do so
within a reasonable period of time, the Village may, after the expiration of a period of forty-eight
(48) horns after giving the Contractor notice in writing, proceed to repair or replace such
property as may be deemed necessary at the Contractor's expense. The Contractor shall pay for
said expenses within ten (10) days of receipt of said invoice.
Section 20: Non -Performance; Default: If the Contractor fails to observe the
established schedule of service for more than two (2) consecutive working days, the Village shall
reserve the right to determine whether there has been sufficient cause to justify the Contractor's
failure to provide service. If in the Village's judgment sufficient cause has not been
demonstrated, then the Village shall serve the Contractor with a notice stating that this
Agreement shall be deemed in default if the Contractor does not take action to re-establish
service within four (4) business days of said notice. If at the end of the four (4) business day
period the Contractor has not made the necessary correction, the Village shall take such steps as
are necessary to furnish services according to the collection requirements provided for in this
11
#32407329_v2
Agreement. The Contractor shall be liable for any costs of such steps from the date of the notice
of default. The Village shall further reserve the right to terminate this Agreement.
Section 21: Force Majeure: Neither the Village nor the Contractor shall be
liable for any fault or delay caused by any contingency beyond their control, including, but not
limited to, acts of God, wars, fires, or natural calamities; provided, however, that said time
period shall be extended for only the actual amount of time said party is so delayed. An act or
omission shall not be deemed to be "beyond Contractor's control" if committed, omitted, or
caused by Contractor, Contractor's employees, officers or agents or a subsidiary, affiliate or
parent of Contractor or by any corporation or other business entity that holds a controlling
interest in Contractor, whether held directly or indirectly (for example, but not by way of
limitation, a strike by or lockout of Contractor's employees would not be an act "beyond
Contractor's control"). Each party shall promptly notify the other party when Contractor
reasonably believes that an event constituting a "force majeure" under this Section has occurred.
The parties acknowledge and agree that except for extreme weather events such as blizzards and
tornados, weather events are not force majeure events.
Section 22: No Strikes:
(a) The Contractor shall file proof with the Village that it has a "no strike" provision
for the duration of all collective bargaining agreements with its workers. Upon execution
of any new agreement, the Contractor shall forward to the Village within thirty (30) days
thereafter, proof that said agreement also contains a "no strike" clause.
(b) Should nevertheless, a strike occur which lasts more than seven (7) calendar days,
the Village shall be permitted to institute such procedures to collect and dispose of the
waste to be collected pursuant to this Agreement as the Village deems necessary. The
Contractor shall be responsible for reimbursing the Village for any and all costs it may
incur in such an endeavor.
Section 23: Non -Assignment: The Contractor shall not assign or subcontract
this Agreement or the work there under, or any part thereof, to any other person, firm, or
corporation without the prior written consent of the Village. However, the Contractor may
perform it obligations under this Agreement through its subsidiaries or divisions after providing
advanced written notice to the Village. Should the Village give written consent for an
assignment, said assignment shall not relieve the Contractor, or its subcontractor or agents, from
its obligations or change the terms of this Agreement.
Section 24: Right to Terminate: This Agreement will remain in force for its
term and any extensions. However the Village shall have the right to terminate this Agreement
sooner if the Contractor has failed to satisfactorily perform the work required, as determined by
the Village in its sole discretion. In the event that the Village decides to terminate this
Agreement for failure to perform satisfactorily, the Village shall give the Contractor at least
thirty (30) days written notice before the termination takes effect. Such thirty (30) day period
shall commence upon the mailing of notice by the Village. If the Contractor fails to cure the
default within the thirty (30) days specified in the notice the Agreement may be terminated by
the Village. At the option of the Village, the Contractor may be given additional time to cure the
12
#32407329_v2
defaults. Except as otherwise directed by the Village, or in the case of termination for default (in
which event the Contractor may be entitled to cure, at the option of the Village) the Contractor
shall stop work as directed by the Village on the date specified in the notice and neither the
Village nor residents shall incur any liabilities.
At the Village's option, in the event of default, the Village may demand that the
Contractor appear before the Village President or the Board of Trustees to discuss the default. If
after thirty (30) days following the said meeting, the Village Board determines that the
Contractor has failed to perform according to the terms of this Agreement, at the Village's
option, (i) the Contractor shall pay the Village as liquidated damages for delay, but not as a
penalty, five hundred dollars ($500) for every day that the Contractor is in default as determined
by the Village, or (ii) the Village may pursue any other remedies under this Agreement or
available under the law including, without limitation, specific performance of Contractor's
obligations. This failure to perform shall include repeated incidents of any of the following:
failure to respond to or resolve resident complaints; failure to supply information requested by
the Village, failure to deliver monthly reports; or failure to adhere to any and all terms and
conditions specified in the Agreement.
Section 25: Overweight Vehicles: Overweight vehicles are the responsibility
of the Contractor. The Contractor is required to comply with weight requirements and safety
requirements as established by federal, state, and local law, including the Village Code of the
Village of Oak Brook, Illinois, as may be amended ("Village Code").
Section 26: White Goods, Large Items: The Contractor shall offer white
goods collection and disposal at no cost to the Village and at no additional cost to customers
other than the equivalent cost to dispose of the appliance.
Section 27: Holiday (Christmas Tree) Collection: The Contractor shall
provide a special collection for Christmas trees for a two (2) week period during the first two
weeks in January. The Contractor agrees to perform this once a year service at no charge to
either the Village or customers during the entire term of this Agreement.
Section 28: Collection from Government Facilities: The Contractor shall
provide, at no cost to the Village, regularly scheduled refuse, yard waste, and recyclable
materials collection and disposal, including the furnishing of all needed containers, to all Oak
Brook municipal facilities which include: the Butler Government Center (Village Hall, Oak
Brook Historic Society Museum, Police Department and Fire Station I) and Fire Station 2; the
Public Works Facility; Oak Brook Public Library; Oak Brook Sports Core (which includes the
Administration and Bath and Tennis Club buildings and the Oak Brook Golf Club and
Maintenance Building) (disposal units greater that 8 yards, including roll offs, are excluded from
this provision). The Village reserves the right to add free regularly scheduled service to new or
existing municipal facilities for refuse, and recycling collection. The regularly scheduled refuse,
yard waste, and recyclable materials collection and disposal shall occur no less than once a week
at all aforementioned Village facilities, except for the Oak Brook Sports Core, at which regularly
scheduled refuse, yard waste, and recyclable materials collection and disposal shall occur every
Monday, Wednesday and Friday from May to September, and no less than once a week from
October to April. The Contractor shall waive fees and costs associated with providing three (3)
13
#32407329_v2
rolloff containers and up to one hundred (100) event containers annually for the Taste of Oak
Brook -Fourth of July Celebration's refuse during the term of this Agreement and any extensions.
Section 29: Special Pick -Ups: Any residents wanting to dispose of large
quantities of refuse, yard waste, large volumes of household construction and demolition debris
(in excess of two cubic yards), oversize construction debris and/or tires shall have the ability to
obtain competitive prices for such services from local based contractors and select any contractor
they desire to perform such services. The resident will be responsible for the payment of said
services and all such arrangements shall be made between the hauler and the resident. The
decision of any Village resident to hire a private hauler for special pick-ups shall have no effect
on the terms of this Agreement.
Section 30: Natural Disaster Cleanup. The Contractor will, upon request
from the Village, perform a special collection from any customer or customers of Waste in
emergency circumstances where prompt removal of the Waste is necessary for the preservation
of the public health, safety and welfare from a curbside location. The cost of any such collection
will be paid by the Village at a per hour fee as specified in Exhibit 3 and actual disposal costs,
provided that the actual disposal costs do not exceed the then -current published rate utilized at
the applicable transfer station. The Contractor shall bill the Village the total amount.
Section 31: Public Information: The Contractor shall provide all public
information necessary to inform customers about the services provided under this Agreement.
This shall include all preparation, printing, and mailing/delivery costs. Information to be
provided shall include (at a minimum) an initial brochure, updates to the brochure as needed,
additional print runs of the brochure as needed, and follow up flier. The Contractor shall provide
an annual calendar of collection events that will be distributed to the residents. The Contractor
shall continue to assist the Village in the development and maintenance of a Public Information
Program in order to keep residents/customers informed on all aspects of the refuse, recyclables
and yard waste pick up programs during the entire term of this Agreement. All information shall
be subject to the approval of the Village.
Upon request, the Contractor shall provide the Village with any educational materials
deemed necessary by the Village. Informational materials shall include, but are not limited to
notices left at resident's property clearly explaining the reason(s) services (refuse, yard waste or
recycling collection) were not provided and what actions, if any, can be taken by the resident in
the future to insure collection of materials. Such notices are to be written, designed and printed
by the Contractor, but shall be approved in advance of their use by the Village.
Section 32: Change in Service: If the Village elects to change the type of
service provided during the term of this Agreement; including, but not limited to, type of
material collected, method of handling, and/or method of collection, the Village shall have the
option to initiate the change in service by serving written notice to the Contractor at its
designated place of business at least sixty (60) days prior to the date such service change is
contemplated to begin. Both parties agree to negotiate in good faith the terms, frequency; and
prices of such change in service after such written notice is served. Such modifications shall be
contained in a written agreement executed by the parties. Should the Contractor fail to negotiate
in good faith, the Village reserves the right to terminate the Agreement.
14
932407329_v2
Section 33: Data Collection and Reporting: The Contractor shall collect and
maintain accurate data, records, and receipts, and shall report to the Village pertinent data of the
refuse, recyclables and yard waste collection program, including, but not limited to:
(a) Total weight and cubic yardage of refuse, recyclables, yard waste, and Village
office recycling program collected per month; same data for multi -family collections (if
applicable);
(b) number and weight of white goods collected per month;
(c) number of yard waste stickers sold per month at each outlet;
(d) total number of customers (if requested, broken out by service option and/or
address);
(e) recycling participation rates;
(I) log of telephone calls and written correspondence from Village residents
including, but not limited to; customer name/address, date, concern, and action taken.
The Village reserves the right to request any or all of the above data by route. For the
purposes of this subsection, a route shall mean each separate collection day.
With reasonable notice, the Contractor shall permit the Village or its authorized
designees to inspect and examine all records during regular business hours pertaining to the
collection, transportation, disposal, and processing of all refuse, recyclables and yard waste,
which occurs under this Agreement.
Monthly reports containing the above information shall be delivered to the Village by the
Contractor no later than 15 days after the close of the month. At the request of the Village,
reports shall follow a format prescribed by the Village.
The Contractor shall also provide such operational or customer data, information, or
statistical material concerning refuse, recyclables and yard waste collection as may be reasonably
requested by the Village from time to time.
The data listed in Subsections a -f above shall be used for purposes including, but not
limited to, publicizing recycling participation rates and quantities and other statistics to residents;
and documentation of amount of Village waste generation; diversion, and recycling or other
reporting requirements as may be required by the State of Illinois, DuPage County, or other
agencies during the term of this Agreement.
All reports, data and information, once supplied to. the Village shall become the property
of the Village.
Section 34: Day(s) of Collection: A one (1) day, Monday, collection schedule
shall be established in order to establish a uniform refuse and recyclable collection thror}ghout
the Village of Oak Brook. Residents do have the option for an additional refuse collection, that
15
#32407329_v2
is, Twice Per Week Refuse Collection, as well as the option for "Rear Door Service" for either
the Once Per Week or Twice Per Week collection, all of which is done by separate Agreement
between the hauler and the individual. The second day pick-up shall be Thursdays of each week.
Section 35: Collection Program: The collection program contemplated by
this Agreement shall encompass the following:
All "households," located within the Village's corporate boundaries shall be provided
with weekly curbside collection (or backdoor collection as set forth below in this Section) and
disposal of all "refuse," all "household construction and demolition debris," and all "Large
household items", as defined in Section 2.
All "households," located within the Village's corporate boundaries, shall be provided
with weekly curbside and proper disposal of all "yard waste", as defined in Section 2. Weekly
yard waste collection shall begin each year no later than April 1 and end on November 30 of that
same year.
All "households," located within the Village's corporate boundaries, shall be provided
with seasonal curbside collection and proper disposal of all bagged "leaf waste", as defined in
Section 2.
All "households," located within the Village's corporate boundaries shall receive weekly
collection of all "recyclable materials", as defined in Section 2.
All households receiving the aforementioned services shall be required to prepare all
materials for collection and/or disposal into proper "disposal unit(s)." The Contractor will be
required to collect properly prepared disposal units and take all recyclables to the proper
recyclables processing facility.
The Contractor shall provide the following optional services for residents to have the
following optional collection services for the term of this Agreement:
(a) Once -Per -Week Curbside, also referred to as Standard Service," Flat Rate"
collection service of Refuse and Recyclables and "volume -based" Yard Waste
(Landscape and bagged leaf waste);
(b) Twice -Per -Week Curbside," Flat Rate" collection service of Refuse and
Recyclables and "volume -based" Yard Waste (landscape and bagged leaf waste);
(c) Once -Per -Week Back Door," Flat Rate" collection service of Refuse and curbside
Recyclables and curbside "volume -based" Yard Waste (landscape and bagged leaf waste)
collection;
(d) Twice -Per -Week Back Door," Flat Rate" collection service of Refuse and
curbside Recyclables and curbside "volume -based" Yard Waste collection.
For any service to be performed under this Agreement, the charge shall not exceed the
rates as fixed by the Agreement in Exhibit 2. For items not otherwise provided for by this the
16
#32407329_v2
Agreement, and requiring special handling due to size, weight, type of material or method of
placement, the charges are to be negotiated between the Contractor and the customer for
collection and disposal into a landfill or processing facility in accordance with Section 29,
Special Pick-ups. This shall include loose and oversize construction debris, volumes of
construction debris in excess of two cubic yards and excessive move -in, move -out clean-up,
among other items. Such services shall be by advance arrangement with the Contractor at the
customer's request. Payment shall be made directly by the customer to the Contractor. The
Contractor shall not be required to collect Excluded Waste. Nothing in this Agreement shall be
interpreted to prevent a resident from contracting with another refuse collector of the resident's
choosing to collect Excluded Waste.
Section 36: Title to Refuse, Yard Waste, and Recyclables: Title to all Waste
shall pass to the Contractor when the materials are placed into Contractor's vehicles or
equipment. Title to and liability for Excluded Waste shall at no time pass to Contractor. The
Village shall have no responsibility for the disposal of any Waste and all such disposal shall be
accomplished by Contractor at its sole risk and expense. Nothing in, or done pursuant to, this
Agreement shall be construed to create any responsibility on the part of the Village for disposal
of any Waste once title thereto has vested in Contractor pursuant to this Section. Contractor
shall dispose of all Waste in accordance with all applicable federal and state laws and
regulations.
Section 37: Collection of Fees: The Contractor agrees to be solely responsible
for the billing and collection of all fees for refuse, yard waste and recyclables collection from all
customers at the rates set forth in Exhibit 2, The Contractor shall invoice customers in at least
quarterly increments. The Contractor shall be responsible for billing each customer directly.
This shall also include collection of fees for special pick-ups.
The Contractor further agrees to be solely responsible for the collection of any delinquent
accounts, the charging of any late fees, and the disposition of all complaints regarding the fees
for service. Where the Contractor intends to terminate collection service relative to a customer,
the Contractor shall notify the customer in writing, at least ten (10) days prior to the termination
of the collection service, of the proposed termination date and the reason for said termination.
The Contractor agrees to notify the Village Manager of any terminated or discontinued service
accounts within one (1) business day following such termination.
Section 38: Fuel Adjustment: In the event that the average cost of diesel fuel,
based on the U.S. Energy Information Administration's "U.S. On -Highway Diesel Fuel Prices"
index, exceeds $4.75 per gallon ("Fuel Threshold") for the entire period beginning July I" and
ending September 31" ("Fuel Expense Increase") during the term hereof and commencing on
September 31, 2015, Contractor may, at any time after verification of said Fuel Expense
Increase, provide the Village with a written request for an increase in the monthly charges for the
collection, removal and disposal of municipal waste, recyclables and landscape waste imposed
hereunder (hereinafter the "Fuel Request"), effective on January I". Any such Fuel Request
shall be in writing and shall provide, in detail, the following information:
(1) the calculations relative to the price per gallon for diesel fuel durilrg the
period of July I" through September 31";
17
#32407329v2
(2) calculations demonstrating how the Fuel Expense Increase impacts the
cost of the services being provided by Contractor hereunder; and
(3) the proposed revised monthly charges as a result of the Fuel Expense
Increase provided, however, that if the parties are unable to reach an agreement as to the
amount of any increase then either party may cancel the is Agreement upon 90 days
notice to the other party.
Within thirty (30) days of the receipt of any such Fuel Request, the Village and
Contractor shall meet to discuss the Fuel Request, and determine what revisions, if any,
should be made to the monthly charges as a result of the Fuel Expense Increase. In
regard to said Fuel Request, the Village may request, and Contractor shall provide in
response thereto, additional documentation or information that the Village deems
necessary to assist in the Village's analysis of the Fuel Request. The approval of any
increase in the monthly charges, as a result of any Fuel Request, (hereinafter referred to
as the "Fuel Increase"), shall be mutually agreed upon, which the Village agrees to
exercise in a reasonable manner.
(4) The Fuel Threshold shall increase 3.5 percent annually during the term of
the Agreement.
(5) in the event the average cost of diesel fuel, during the period beginning
July 1st and ending September 31St immediately following a Fuel Increase is less than the
Fuel Threshold, the monthly charges shall be adjusted to eliminate the Fuel Increase there
from on the following January 1st
Section 39: Purchase and Rental of Refuse Toters: The Contractor will
provide toter containers for purchase or rental to residents by separate agreement between the
customer and the Contractor according to the rates listed in Exhibit 2. The customer can cancel
at any time without penalty, the mutual agreement with the Contractor for the toter rental for any
reason, provided that the customer notifies the Contractor in advance of the last date of desired
service. Should a toter or other disposal unit that is rented by a customer be damaged by the
resident, normal wear and tear excluded, the resident shall pay for a replacement toter. However,
if the toter rented by a customer is damaged by the Contractor's actions, wears out due to normal
wear and tear, or is otherwise defective, the Contractor shall be responsible for the replacement
toter, at no cost to the resident. Each disposal unit left for collection must weigh no more than
50 pounds and be liftable by one person.
Section 40: Recycling Toters: The Contractor has distributed 65 -gallon
recycling toters purchased by either the Village or Contractor to all households receiving service
under this Agreement. the Contractor agrees that it shall provide substantially similar 65 -gallon
recycling toters, at no cost to the Village or customer; to any household customer that has not
been provided with a recycling toter. During this agreement the Contractor shall repair or
replace damaged or broken 65 -gallon recycling toter containers at the Contractor's expense;
provided that if such toter containers are damaged by the Village or the customer, Contractor
reserves the right to charge the Village or customer, as applicable, the cost of the repair or
replacement. The Contractor shall also replace any missing recycling toters at the request of the
18
N32407329_v2
resident or Village, but may at the Contractor's option charge the customer a refundable security
deposit of no more than $65.00. All recycling toters supplied or replaced by the Contractor or
purchased from the Village under the Agreement between the Village and the Contractor dated
January 1, 2010 shall remain the property of the Contractor.
Section 41: Sticker Distribution: The Contractor shall be responsible for the
printing, distribution and sale of an ample supply of yard waste disposal stickers (meaning leaf
and yard waste). The Contractor shall arrange for at least three (3) local retail outlets to aid in
the sale of the yard waste stickers. The Village also agrees to act as a yard waste disposal sticker
retailer for the Contractor. The Village has no obligation to participate in the sale of yard waste
disposal bags. The Contractor shall also make yard waste stickers available through the mail.
The Contractor shall be authorized to add the cost of postage only to the cost of stickers sold
through the mail. The Village shall not incur any liability for retailers' payment or other
obligations to Contractor for the stickers. The Contractor shall be solely responsible for
collection of sticker sale proceeds. Residents shall have the right to purchase yard waste stickers
in as small a quantity as one (1) sticker at a time.
The Contractor shall not charge retailers or the Village for storage, handling, delivery, or
any other services associated with the distribution of yard waste stickers. The Contractor shall
have the right to cease supplying stickers to any retailer that repeatedly allows its sticker
inventory to run out. Retailers will be required to pay the Contractor for any previous order of
yard waste stickers before additional sticker orders are filled except in cases where the retailer
works on a thirty (30) day billing cycle. The Contractor shall have the right to cease supplying
stickers to any retailer who becomes more than thirty (30) days in arrears in malting payments on
its account. The Contractor shall notify the Village of the names of retailers to which the supply
of stickers has been suspended as soon as the suspension occurs.
Section 42: Sticker Design and Accountability: The Village reserves the
right to approve the form, design, and wording of the yard waste stickers before their fabrication.
Waste disposal stickers shall be produced on paper and have an elongated rectangular form with
minimum dimensions of 19 centimeters in length and 4 centimeters in width. The front of the
disposal sticker shall be of a colored background and bear the Contractor's name and phone
number and the Village's name. In addition, the front of the sticker shall have space for
residents to write their address if they so desire, and shall also have the date this Agreement
expires listed as an expiration date, unless permission is granted by the Village not to have the
expiration date listed. The back of the stickers shall list instructions for proper use of the
stickers. The Contractor is responsible for all accounting of stickers. The Village recommends
the use of serial numbers to aid in accounting and deter counterfeiting. The Village shall not be
held liable for any counterfeiting of stickers that may occur. The stickers shall have a good
pressure sensitive adhesive that will adhere to disposal unit containers in all weather conditions.
Section 43: Honoring All Stickers: The Contractor shall agree to honor all
waste stickers purchased by residents during the term of the Previous Agreement and throughout
the term of this Agreement regardless of the price of the disposal sticker and where purchased.
The Contractor shall provide the same level of service for previously purchased waste disposal
stickers as provided for yard waste disposal stickers sold at an adjusted sale price. For this
reason, waste stickers shall be produced without a price printed on them.
19
#32407329_v2
Section 44: Seasonal Yard Waste and Leaf Waste Collection: The
Contractor shall provide curbside Seasonal Yard Waste, including bagged Leaf Waste collection,
beginning April 1 and continuing through November 30 (the season) of each year on Mondays
("Yard Waste Pickups"), and pick up and properly dispose of all yard waste that is in required
disposal unit, as set forth in Section 2(i)(ii) of this Agreement, and bearing a valid waste sticker.
The Contractor shall also provide a seasonal subscription price for full season Yard Waste
Pickups for the prices set forth in Exhibit 2. Contractor shall pickup all yard waste placed in a
yard waste rental toter by customers who pay the seasonal subscription price without requiring
the customer to purchase yard waste stickers.
Section 45: Alternate Leaf Collection: The Village currently operates its own
Leaf Collection program for residential units within the Village. Should the Village discontinue
its current Leaf Collection program, it may, at its option, direct the Contractor, in addition to
conducting Yard Waste Pickups, to provide addition leaf pickup service in approved containers
at a price mutually agreed to by the parties.
Section 46: Bankruptcy: If the Contractor shall at any time during the term of
this Agreement become insolvent, or if proceedings in bankruptcy shall be instituted by the
Contractor or if proceedings in bankruptcy shall be instituted against the Contractor, or if the
Contractor shall be adjudged bankrupt or a receiver of any property of the Contractor shall be
appointed in any suit or proceedings brought by or against the Contractor, or if the Contractor
shall make an assignment for the benefit of creditors, then in each and every case, this
Agreement and the rights and privileges granted hereby may, at the option of the Village,
immediately cease and be forfeited and canceled. The Contractor shall list the Village as a
creditor in any bankruptcy filing.
Section 47: Right to Require Performance: The failure of the Village at any
time to require performance by the Contractor of any specifications in this Agreement shall in no
way affect the right of the Village hereafter to enforce same nor shall waiver by the Village of
any breach of specifications in this Agreement be taken or held to be a waiver of any succeeding
breach of such specifications in this Agreement, nor be taken_ or held to be a waiver of any
specification itself.
Section 48: Risk of Loss. The work and everything pertaining thereto shall be
performed and maintained at the sole risk and cost of Contractor. Contractor shall have no claim
against the Village because of any damage or loss to the work or Contractor's equipment,
materials, or supplies, unless caused by the negligence or willful misconduct of the Village.
Nothing contained in this Section 48 shall be deemed to waive any rights or protections of the
Village provided by the Illinois Local Governmental and Governmental Employees Tort
Immunity Act, 745 ILCS 10/1-101 etseq.
Section 49: Compliance with Laws and Grants: Contractor shall obtain all
required governmental licenses, approvals, and permits that may be required in connection with
performing the Work, and shall give all notices, pay all fees, and take all other action that may be
necessary to ensure that the Work is performed in accordance with all applicable statutes,
ordinances, rules, and regulations, including without limitation the Fair Labor Standards Act; any
statutes regarding qualification to do business; any statutes requiring preference to laborers of
20
#32407329_v2
specified classes; any statutes prohibiting discrimination because of, or requiring affirmative
action based on, race, creed, color, national origin, age, sex, disability, or other prohibited
classification, including without limitation the Illinois Human Rights Act, 775 ILCS 5/1-101 et
seq. [formerly 111. Rev. Stat. ch. 68, §§ 1-101 et seq], the Discrimination in Public Agreements
Act, 775 ILCS 10/1 et seq. [formerly Ill. Rev. Stat. ch. 29, §§ 17 et seq.], the Illinois Fair
Employment Practices Act, and the Americans With Disabilities Act of 1990, 42 U.S.C. §12101
et seq.; and any statutes regarding safety or the performance of the Work including the
Occupational Safety and Health Act; and any statutes relating to the handling and disposal of
Waste.
Contractor represents and warrants to the Village that neither it nor any of its principals,
shareholders, members, partners, or affiliates, as applicable, is a person or entity named as a
Specially Designated National and Blocked Person (as defined in Presidential Executive Order
13224) and that it is not acting, directly or indirectly, for or on behalf of a Specially Designated
National and Blocked Person. Contractor further represents and warrants to the Village that
Contractor and its principals, shareholders, members, partners, or affiliates, as applicable, are
not, directly or indirectly, engaged in, and are not facilitating, the transactions contemplated by
this Agreement on behalf of any person or entity named as a Specially Designated National and
Blocked Person. Contractor hereby agrees to defend, indemnify and hold harmless the Village,
its corporate authorities, and all Village elected or appointed officials, officers, employees,
agents, representatives, engineers, and attorneys, from and against any and all claims, damages,
losses, risks, liabilities, and expenses (including reasonable attorneys' fees and costs) arising
from or related to any breach of the representations and warranties in this Section.
Section 50: Prevailing Wage: All wages paid by the Contractor and each
subcontractor shall be in compliance with The Prevailing Wage Act (820 ILCS 130), as
amended, except where a prevailing wage violates a federal law, order, or ruling, the rate
conforming to the federal law, order, or ruling shall govern. The Contractor shall be responsible
to notify each subcontractor of the wage rates set forth in this contract and any revisions thereto.
If the Department of Labor revises the wage rates, the revised rate as provided by the public
body shall apply to this contract and the parties shall negotiate in a good faith an equitable
adjustment to Contractor's compensation to account for the new wage rate.
Contractor will comply with the Illinois prevailing wage law, as amended from time to
time. Not less than the prevailing rate of wages as found by Owner or the Illinois Department of
Labor shall be paid to all laborers, workers and mechanics performing work under the Contract.
If the Department of Labor revises the prevailing rate of wages to be paid laborers, workers or
mechanics under the Contract, Owner will notify Contractor and each Subcontractor of the
change in the prevailing rate of wages; provided, however, regardless of whether Owner gives
such notice, the revised prevailing rate of wages shall apply to the Contract and Contractor shall
have the sole responsibility and duty to pay, and ensure that all Subcontractors pay, the revised
prevailing rate of wages to each person to whom a revised rate is applicable. Contractor shall
indemnify, defend and hold Owner harmless from any loss, including but not limited to Owner's
attorneys fees, resulting from Contractor's failure to comply with this prevailing wage clause.
All bonds applicable to the Contract shall include a provision as will guarantee the faithful
performance of the obligation to pay the prevailing rate of wages.
21
#032407329_v2
The Contractor and each subcontractor shall make and keep, for a period of not less than
3 years, records of all laborers, mechanics, and other workers employed by them on the project;
the records shall include each worker's name, address, telephone number when available, social
security number, classification or classifications, the hourly wages paid in each period, the
number of hours worked each day, and the starting and ending times of work each day. The
Contractor and each subcontractor shall submit monthly, in person, by mail, or electronically a
certified payroll to the public body in charge of the project. The certified payroll shall consist of
a complete copy of the records. The certified payroll shall be accompanied by a statement
signed by the contractor or subcontractor which states that:
(i) such records are true and accurate;
(ii) the hourly rate paid to each worker is not less than the general prevailing
rate of hourly wages required; and
(iii) the contractor or subcontractor is aware that filing a certified payroll that
he or she knows to be false is a Class B misdemeanor.
Upon 2 business days' notice, the contractor and each subcontractor shall make available
for inspection the records to the public body in charge of the project, its officers and agents, and
to the Director of Labor and his deputies and agents at all reasonable hours at a location within
this State. The Contractor and each subcontractor shall permit his/her employees to be
interviewed on the job, during working hours, by compliance investigators of the Department or
the Department of Labor.
Section 51: Federal, State, and Local Laws: The Contractor shall comply
with all applicable Federal, State, and Local laws, ordinances, rules, and regulations and
requirements of any and all governmental agencies regulating. waste and recyclables collection,
hauling, disposal and processing during the term hereof and all requirements concerning equal
opportunities as well as all other regulations which may apply. The Contractor shall also comply
with and be governed by, the rules and regulations of the Illinois Fair Employment Practices Act.
Section 52: Change of Law: In the event of a Change of Law, the Contractor
shall provide a detailed written notice to the Village of the Change in Law, the manner in which
the Change of Law affects its ability to perform its obligations in accordance with the provisions
of this Agreement or the cost of its services, the magnitude of the effect of the Change in Law on
its operations or the cost of its services, and the Contractor's proposal in response to that effect.
"Change of Law" shall mean, but not be limited to, any significant change or addition to local,
state, or federal rules, ordinances, regulations, taxes or government charges, or interpretations
therefore by the government agency charged with the enforcement thereof, that has a significant
impact on the collection or disposal of residential waste (including recycling) in the Village.
Within thirty (30) days after receipt by the Village of the Contractor's notice, the
Contractor and the Village shall meet to discuss the Change of Law and determine what change,
if any, is necessary and appropriate to its operations or the rates and charges in this Contract and
the timing and method of implementing any such change. The Village may request any
22
932407329_v2
documentation necessary from the Contractor to assist with the analysis of the Change of Law
impact.
The approval of any modification in the rates and charges in this Agreement, as a result
of any Change of Law shall be within the discretion of the Village, which the Village agrees to
exercise in a reasonable manner, however, if the parties are unable to reach an agreement as to
the amount of any modification in the rates then either party may cancel the Agreement upon 90
days notice to the other party.
Section 53: Village Performance: The Village agrees that it shall perform all
of its obligations required by this Agreement and comply with all reasonable requests of the
Contractor which are made to implement the services which are the subject of this Agreement or
which facilitate the intent of this Agreement. Nothing within this Section 53 shall be interpreted
to require the Village to expend unreasonable or non -customary resources to comply with the
Contractor's requests.
Section 54: Local Improvements: The Village reserves the right to construct
any improvement or to permit any construction in any street, which may have the effect for a
time of preventing the Contractor from traveling its accustomed route or routes for collection.
The Contractor shall, however, by an acceptable method, continue to collect the refuse,
recyclables, and yard waste to the same extent as though no interference existed upon the streets
formerly traversed. This shall be done at no extra cost to the Village or residents. The Village
agrees to work with the Contractor to resolve any problems due to construction activity,
including assisting the Contractor in finding reasonable alternative routes, as may be necessary.
Section 55: Litigation: In the event that litigation should be filed against the
Village which contests the right of the Village to award the limited exclusive refuse, recycling
and yard waste collection status granted herein, the Contractor shall pay all legal fees and other
reasonable and necessary litigation -related costs incurred by the Village in defending the terms
of this Agreement. If a trial court should hold that the granting of this limited exclusive right
was improper, either party may elect to terminate this Agreement upon at least 60 days prior
written notice. Provided, however, that the termination of the Agreement shall not end the
obligation of the Contractor to pay the legal fees and costs of the Village so long as such
litigation is continued by any party.
Section 56: Additional Contractor Commitments
(1) The Contractor will provide the Village a $7,500 sponsorship contribution
each year at the start of the Village's polo season, which contribution may be used at the
discretion of the Village as it sees fit. The Contractor also agrees to participate in the
Village's annual touch -a -truck event.
(2) Upon the mutual agreement of the Parties, the Contractor may provide
Electronic Waste collection for Village residents upon terms and for prices to be agreed
to by the Parties.
Section 57: Law to Govern and Venue: This Agreement shall be governed,
construed, and enforced in accordance with the internal laws, but not the conflicts of laws rules,
23
932407329_v2 -
of the State of Illinois; the venue for any legal action arising in connection with this Agreement
shall be in the Circuit Court of the Eighteenth Judicial Circuit.
Section 58: Severability; Interpretation: The invalidity of one or more of the
phrases, sentences, clauses or subsections contained in this Agreement shall not affect the
validity of the remaining portion of this Agreement so long as the material purposes of this
Agreement can be determined and effectuated. This Agreement shall be construed without regard
to the identity of the parry who drafted the various provisions of this Agreement. Moreover, each
and every provision of this Agreement shall be construed as though all parties participated
equally in the drafting of this Agreement. As a result of the foregoing, any rule or construction
that a document is to be construed against the drafting party shall not be applicable to this
Agreement.
Section 59: Successors and Assigns: This Agreement shall be binding upon
the parties, their successors and assigns.
Section 60: Independent Contractor: The Contractor shall be deemed to be
an independent contractor, solely responsible for the payment of its employees and the control of
its employees and their work. The Contractor is solely responsible for compliance with all
applicable Federal, State, and local laws.
Section 61: Notifications: Official notifications, whenever required for any
purpose under this Agreement, shall be made in writing and addressed to the Village of Oak
Brook as follows:
Village of Oak Brook
Village Manager's Office
1200 Oak Brook Road
Oak Brook, Illinois 60523
(630)368-5000
If to the Contractor:
Allied Waste Services
General Manager
5050 West Lake Street
Melrose Park, Illinois 60160
(708)345-7050
Any party may change the address to which notices for such party may be sent by
furnishing written notice to the other party.
All notifications shall be delivered in person or sent by first-class mail, with sufficient
postage fully pre -paid, or certified or registered/return receipt requested mail with sufficient
postage and certification or registry fees fully pre -paid. Notice delivered personally shall be
deemed received upon delivery. Notice delivered by mail shall be deemed to have been given as
of the date of the U.S.P.S. postmark.
24
#32407329_v2
Section 62: Counterparts: This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be and shall constitute one and the same
instrument.
Section 63: Agreement Term: The initial term of this Agreement will be
from January 1, 2015 to December 31, 2019. At the expiration of the five (5) year term, an
extension of five years can be mutually agreed upon. If such an extension is desired by the
Village, the Contractor will be notified no later than 120 days before the expiration of the initial
five (5) year term.
Section 64: Entire Agreement: This Agreement sets forth the entire
agreement of the Parties with respect to the accomplishment of the Work described in the
Agreement and the rates and charges thereof and there are no other understandings or
agreements, oral or written, between the Parties with respect to the Work and rates and charges
therefore during the term set forth in Section 63 of this Agreement. The Parties acknowledge
and agree that the Prior Agreement terminates at the commencement of the term of this
Agreement except for those provisions in the Prior Agreement that explicitly survive termination
of the Prior Agreement.
IN WITNESS WHEREOF, the Village of Oak Brook has caused this Agreement to be
executed by its duly authorized officers; and, the Contractor has executed this Agreement in its
authorized corporate capacity thisC'W5 day of ®(`— 2014.
Village of
Attest:
an Illinois Municipal
Village Clerk
25
432407329_v2
Allied Waste Serv_i es of North America,
LLC
Attest:
Its:
EXHIBITS
Exhibit 1: Acceptable Recyclable Materials
Exhibit 2: Customer Billing Rates
Exhibit 3: Emergency Collections
432407329_v2
Exhibit 1
List of Recyclables Accepted
Paper
Newspaper, including inserts
Cardboard boxes
Kraft (brown paper) bags
Magazines, catalogs, and telephone books
Office, computer, notebook and other mixed paper
Chipboard and paperboard
Carrier stock
Junk mail and envelopes
Containers
Glass bottles and jars - clear, brown and green
Aluminum cans, trays and foil
Formed steel containers and cans, including empty aerosol cans, empty paint cans and lids
Aseptic packaging and gable top containers
PET #1 containers
HDPE #2 bottles and jugs
PVC #3 narrow neck containers
LDPE 44 rigid containers
PP #5 rigid containers
# 7 narrow neck containers
Plastic six and twelve pack rings
#32407329_v2
Exhibit 2
GENERAL PRICE QUOTATION SHEET - CUSTOMER BILLING
FLAT RATE COLLECTION SERVICES FOR REFUSE AND RECYCLING
VOLUME -BASED YARD WASTE
OPTION
2015
2016
2017
2018
2019
Option A
$20.92
$21.65
$22,41
$23,19
$24.01
lx week curb
$2.70
$2.70
$2.70
$2.70
$2.70
Option B
$38.87
$40.23
$41.64
$43.10
$44.61
2x week curb
$2.95
$2.95
$2.95
$2.95
$2.95
Option C
$39.12
$40.49
$41.90
$43.37
$44.89
Ix week
$2.95
$2.95
$2.95
$2.95
$2.95
backdoor
Option D
$58.31
$60,35
$62.46
$64.65
$66.91
2x week
backdoor
YARD
$3.05
$3.15
$3.25
$3.40
$3.50
STICKERS
Cost per month for refuse toter rental
TOTER
2015
2016
2017
2018
2019
RENTAL
(per month)
(per month)
(per month)
(per month)(per
month)
A 32 Gallon
$2.70
$2.70
$2.70
$2.70
$2.70
Toter
B 64 Gallon
$2.95
$2.95
$2.95
$2.95
$2.95
Toter
C 96 Gallon
$2.95
$2.95
$2.95
$2.95
$2.95
Toter
Yard Waste Subscription
TOTER
RENTAL
2015
(per season)
2016
(per season)(per
2017
season)
2018
(per season)
2019
(per season)
96 Gallon Toter
$277.00
$285.00
$294.00
$303.00
$312.00
#32407329_v2
Exhibit 3
Natural Disaster Clean-up
Contractor will provide clean up activities at an hourly rate plus actual disposal costs, provided
that the actual disposal costs do not exceed the then -current published rate utilized at the
applicable transfer station. For 2015, the hourly rate shall be $122 per hour. For 2016, the hourly
rate shall be $127 per hour. For 2017, the hourly rate shall be $132 per hour. For 2018, the
hourly rate shall be $136 per hour. For 2019, the hourly rate shall be $143 per hour.
#32407329_v5