Bid Notice.pdf

1820/06/465035v5 7/6/26

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TOWN OF NEW CASTLE

WESTCHESTER COUNTY

NEW YORK

Request for Proposal

RFP # DPW 2026-07

Municipal Solid Waste & Recycling Services

DATE

July 6, 2026

Town Supervisor Town Administrator

Victoria Bayard Tipp Robert Deary

Commissioner Town Clerk

Bart Carey Christina Papes

Pre-Bid Meeting Bid Opening

July 16, 2026 August 6, 2026

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Table of Contents

I. Request for Proposal Pages 3 – 7

II. Agreement Terms and Conditions Pages 8 – 29

Definitions Pages 8 – 11

Form of Agreement Pages 12 – 28

III. Background History Pages –29 – 31

IV. Technical Specifications Section A. Collection of Refuse and Yard Waste Pages 32 – 39

Section B. Disposal of Refuse and Yard Waste Pages 40 – 50

Section C. Collection, Processing and Marketing of Recyclables Pages 51 – 60

Section D. Food Waste Collection and Disposal Page 61

V. Forms and Exhibits Pages 62 - 95

Non-Collusion Proposal Certification Page 63

Proposer’s Financial Statement Pages 64 – 66

Proposer’s Qualifications Statement Pages 67 – 71 Proposer’s Disclosure Statement Pages 72 – 73

Proposer’s Business References Page 74

Statement of Non-Discrimination Page 75

Insurance Statement Page 76

Iran Energy Sector Divestment Compliance Certification Page 77

Section A – Operating Plan Page 78

Section A – Price Proposal Form Pages 79 – 80

Section B – Operating Plan Pages 81 – 82

Section B – Price Proposal Form Pages 83 – 84

Section C – Operating Plan Pages 85 – 86

Section C – Price Proposal Forms (C-1 to C-3) Pages 87 – 91

Section D – Operating Plan Pages 92 – 93

Section D – Price Proposal Forms Pages 94 - 96

VI. Appendix Prevailing Wage Rate

PRC Number and Information

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I. REQUEST FOR PROPOSAL

1. Proposal Submission

The Town of New Castle is requesting proposals from qualified firms capable of providing Municipal Solid Waste and Recycling Services for the Town of New Castle

Residential Refuse District, as described under the Technical Specifications section of this

Request for Proposal, hereafter referred to as the RFP. There are four areas of service for which proposals are being requested. These areas are generally known as: (1) Collection of Refuse and Yard Waste, (2) Disposal of Refuse and Yard Waste, (3) Collection, Processing and Marketing of Recyclables, and (4) Food Waste Collection and Disposal

(optional).

Proposers must be capable and willing to perform services #1, #2, and #3 and must submit complete proposals for these areas. Proposals for service #4 are encouraged but not required.

Interested firms are requested to submit proposals that comply with the information contained in this RFP. Proposals will be accepted until 1:00 p.m. on August 6, 2026 and they should be addressed to:

Town Clerk

Town of New Castle

200 South Greeley Avenue

Chappaqua, NY 10514

Proposals shall be clearly marked on the outside of the package, “Proposal for Municipal

Solid Waste & Recycling Services – RFP # DPW 2026-07”. Six (6) copies of each proposal must be submitted, but only one (1) copy of the financial information is required and shall be sealed in a separate envelope and shall be clearly marked “Financial Proposal for RFP # DPW 2026-07, Municipal Solid Waste Services.”

No submittal will be accepted that fails to comply with the requirements of the RFP.

No proposal may be withdrawn within ninety (90) days of the submission date, except as follows:

Proposals may be modified or withdrawn by an appropriate document duly executed

(in the manner that a Proposal must be executed) and delivered to the place where

Proposals are to be submitted at any time prior to the opening of Proposals.

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2. Contract Documents

“Contract Documents” shall mean this RFP, the Contractors Proposal, the Agreement

Terms and Conditions, the Technical Specifications, all Addenda, if any, hereafter issued and the Notice of Award. These documents shall collectively constitute the “Contract.”

3. Contract Term

The term of this Contract shall be for three (3) years commencing on January 1, 2027 and ending on December 31, 2029, with an option to renew upon mutual consent for two (2) additional one (1) year periods on the same terms and conditions.

4. Inconsistencies

Any inconsistency between provisions of the RFP, the Technical Specifications or

Contract, or any point requiring explanation, must be inquired into by the Proposer, in writing, at least seven (7) calendar days prior to the time set for submitting their proposal.

5. Addenda

Any additional provisions that the Town may decide to include in the RFP will be issued in writing by the Town as an Addendum to the RFP and will be posted through BidNet.

6. Questions

Any questions concerning this RFP, the Technical Specifications or the Contract in general may be submitted, in writing, to the contact person designated on the BidNet website. All questions must be received by no later than 2PM on July 30, 2026.

7. Proposal Requirements

All proposals submitted must include all requirements of the following sections:

• Non-Collusion Proposal Certification

• Proposer's Financial Statement

• Five (5) Business References

• Resume of full-time Recycling Coordinator (if applicable)

• Proposer's Qualifications Statement

• Disclosure Statement

• Statement of Non-Discrimination

• Insurance Statement and Certificates

• Iran Divestment Act Certification

• Statement from Surety Company Concerning Performance Bond

*Note: If the proposal is submitted as a joint venture between two (2) or more entities, then the above requirements must be submitted for each entity of the joint venture.

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The following are additional requirements for the specific sections:

Section A: Collection of Refuse and Yard Waste

• Operating Plan

• Section A Price Proposal Form

Section B: Disposal of Refuse and Yard Waste

• Section B Price Proposal Form

Section C: Collection, Processing and Marketing of Recyclables

• Section C Price Proposal Form

Section D: Collection, Food Waste Collection and Disposal

• Section D Price Proposal Form

Proposers are encouraged to submit responsive proposals that may include options for multiple services as outlined herein.

8. Proposal Evaluation Criteria

Upon receipt of all proposals, the Town will determine that each proposal has complied with the Proposal Requirements of the RFP.

Although the Town will follow the “lowest responsible bidder” standard, this standard does not require the Town to accept the least expensive proposal. The Town reserves the right to cancel the RFP and to reject any or all proposals and to waive minor irregularities when it is deemed in the best interest of the Town.

For the next step of the evaluation process, the Town Board will establish a review committee composed of such Town officers and employees as the Town Board shall deem necessary and appropriate. This committee will review all proposals and rate them according to the following evaluation criteria:

• Bid Amount

• Economic Impact to the Town

• Efficacy of Proposed Operating Plans

• Corporate Experience (minimum five (5) years’ experience in municipal waste collection and disposal)

• Key Personnel

• Financial Strength

• Business References (5)

• Compliance with State prevailing wage laws

• Criminal history of corporate officers and employees

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9. Negotiation Rights

The Town reserves the unqualified right, in its sole and absolute discretion, to reject all proposals, to undertake discussions and modifications with one (1) or more Proposers and to proceed with that proposal or modified proposal, if any, which in its judgment will under all circumstances serve the public interest and to waive defects in any proposal. No rights accrue to any Proposer unless and until its proposal is accepted by the Town Board and the

Contract between the Town and the Proposer is executed in accordance with the procedure set forth in Paragraph 11 below.

10. Performance Bond

Each proposal shall be accompanied by a statement from a surety company, duly authorized to do business in New York and satisfactory to the Town Board, to the effect that said surety company will furnish a bond for the Proposer, if awarded the Contract.

Instead of the statement from a surety company, the proposal may be accompanied by a statement from a bank, duly authorized to do business in New York and satisfactory to the

Town Board, to the effect that said bank will furnish a letter of credit for the Proposer, if awarded the Contract. The amounts of the bond are described in Article 8.10 of the Form of Agreement.

11. Contract Execution

The Proposer to whom the Contract is awarded shall within ten (10) days of the award of the Contract, sign the necessary documents entering into a Contract with the Town. No proposal shall be considered binding upon the Town until the execution of the Contract.

The Proposer, with whom the Contract has been signed, will be required to deliver to the

Town Clerk within ten (10) days of the execution of the Contract a surety company bond or letter of credit that is satisfactory to the Town Attorney and meets the New York statutory requirements, to secure the faithful performance of the Contract, and to secure payment of all claims against the Proposer, including the claims for services performed and materials, supplies or equipment furnished to the Proposer in the prosecution of the

Work.

Copies of all required insurance policies and certificates of insurance must be delivered to the Town prior to performance of work under the Contract.

Failure upon the part of the Proposer to whom the Contract is awarded to execute the

Contract in the manner required and to furnish the required bond or letter of credit properly executed within ten (10) days after the award of the Contract shall be just cause for the annulment of the award.

12. Governing Laws, Rules and Regulations

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All Proposers shall be held to comply with all applicable statutes, rules and regulations of the United States, the State of New York, the County of Westchester, and the Town of New

Castle, including, without limitation, those relating to solid and hazardous waste and equipment.

13. Contractor Inspection

Proposers shall satisfy themselves by personal investigation, and by such other means as they may think necessary or desirable, as to the conditions affecting the proposed work and the cost thereof. No verbal information derived from any Town officials or their assistants shall relieve the Proposer from any risk or from fulfilling any term of the

Contract.

All Proposers shall tour the Town and familiarize themselves with the Work contemplated in the Contract. Submission of a proposal shall be deemed conclusive evidence that such a tour has been made by each Proposer and shall constitute a waiver by each of all claims in proposal, withdrawal of proposal, or payment of extras, or combination thereof, under the executed Contract, or any revision thereof.

14. Pre-Proposal Meeting

There will be a meeting for all interested parties at 10:00 AM on July 16, 2026 at the Town of New Castle Town Hall Assembly Room, 200 South Greeley Ave., Chappaqua, New

York 10514 for the purposes of answering questions and clarifications. Attendance at this meeting is not required of Proposers but is strongly encouraged.

15. Cost of Proposal Preparation

The Town is not liable for any costs incurred by a Proposer in connection with the preparation of a response to this RFP.

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II. AGREEMENT TERMS AND CONDITIONS

DEFINITIONS:

Unless otherwise specified, the terms and definitions below shall apply throughout the Contract

Documents.

Addendum or Addenda - any additional agreement provisions issued in writing by the Town of

New Castle prior to receipt of proposals.

Approved Food Waste Collection Bins– shall mean such containers as required by the Town used for the collection of approved food waste materials, as defined herein. Food Waste Collection

Bins shall be leak-proof, impervious to moisture and provided with lids that close tightly and securely so as to prevent odor, vermin and health issues.

Alternate Week Dual Stream Recycling – A method of Recyclables collection where Paper and

Commingled Recyclables are collected one stream at a time on alternating weeks.

Approved Refuse Containers - shall mean and include any cylindrical, light gauge steel, plastic, or galvanized receptacle closed at one end and open at the other furnished with a top or lid with two (2) handles and of not more than sixty-four (64) gallon capacity and not weighing more than sixty (60) pounds when full.

Approved Recyclable Material Containers - shall mean such containers as required by Town Code used for the collection of Recyclable Materials, as defined herein.

Approved Yard Waste Containers - yard waste must be in tied bundles or contained in compostable bags constructed entirely of paper. Each bundle shall weigh no more than sixty (60) pounds and shall be limited to four (4) feet in height and three (3) feet in width or diameter.

Composting - is an aerobic method of decomposing organic solid wastes. Composting shall be used to recycle organic material.

Construction and Demolition Wastes – shall mean lumber, concrete, pipe, roofing, brick, masonry and any other materials from the construction or demolition of buildings and other built structures.

Containerized Service - collection of wastes from multifamily buildings in centralized steel containers of two to six cubic yard capacity.

Contractor - the party of the second part and each and every person or corporation as well as every officer, agent, employee thereof who shall participate in the Contractor’s performance under the

Contract or any portion of the work herein specified and provided, whether for supply of materials or for execution of the work.

Curb - an area containing no obstruction and within four (4) feet of the side or edging of the street

(public or private), but not the paved portion thereof.

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Dual Stream Recycling – a method of Recyclables collection in which Commingled Recyclables and Paper are placed at curbside in separate containers and are collected and processed separately.

Food Waste – shall refer to food appropriate for human consumption, including raw or cooked food scraps, generated during food production, distribution, storage, meal preparation or consumption of meals.

Garbage - shall mean and include all waste and accumulation of animal, fruit or vegetable matter that attends or results from the preparation, use, handling, cooking, serving or storing of meats, fish, fowl, fruit, vegetable matter or any matter whatsoever which is subject to decay, putrefaction and the generation of noxious and offensive gasses or odors, or which may serve as breeding or feeding material for flies and/or other germ carrying insects. The term “Garbage” shall not include

Recyclable Materials, Hazardous Materials or Yard Waste as those terms are defined herein.

Hazardous Materials - wastes that are hazardous by reason of their chemical, flammable, explosive, radiological or toxic characteristics. These wastes are defined more particularly by 6

NYCRR Part 371. This term also includes regulated medical waste as defined by Title 15 Article

27 of the Environmental Conservation Law.

Materials Recovery Facility – a plant specifically designed to receive, separate and process

Recyclables.

Municipal Solid Waste (“MSW”) - all putrescible and non-putrescible materials or substances that are discarded or rejected as spent, useless, worthless or in excess to the owners at the time of such discard or rejection, including, but not limited to all Garbage, trash, rubbish refuse and other mixed municipal waste from residential, governmental, and community activities; but not including

Hazardous Waste as defined in 6 NYCRR 360-1.2(b) (81).

Recyclables- shall mean all refuse items deemed and designated by Town to have a value in the recycling market. In general, recyclable materials will be source separated into two streams: paper and commingled recyclables. Pursuant to current Town code, recyclable Paper materials currently must be either bundled, with or without string, placed in paper bags or placed in blue recycling bins (paper only). Commingled Recyclables must be placed loose in a clearly labeled recycling container, not weighing more than 60 pounds. The Town reserves the right to amend the Town

Code to provide for additional or different containers.

Commingled Recyclables - shall include such items as glass, metal items (ferrous and nonferrous), plastic items and such other household materials as shall be deemed to have recycling value.

Paper - shall include (but not be limited to) such items as newspaper, magazines, corrugated board, ad mail, phone books, office paper, etc. Bathroom paper items shall not be included.

Refuse – shall have the same meaning as Municipal Solid Waste.

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Service Area - all those properties, referred to herein as “Service Units,” constituting the New

Castle Residential Refuse and Garbage District, as enumerated by the Town and so designated by tax lots, as shown on the Official Tax Map of the Town of New Castle.

Single Stream Recycling – A method of Recyclables collection in which all Recyclables are mixed together in a single container for collection and are processed together at a Materials Recovery

Facility.

Special Materials – materials which by virtue of their size or weight are not stored in approved containers and cannot be picked up by normally used collection vehicles. Special materials include, but are not limited to, bathroom fixtures and construction and demolition debris, but shall not include white goods.

Special Services – shall mean those services offered by CONTRACTOR which are not included in the services required to be provided to all Service Units pursuant to the Contract. The Special

Services offered by CONTRACTOR shall be: (1) driveway pickup, performed on a once or twice-per-week basis; (2) backdoor pickup, performed on a once or twice-per-week basis; and (3)

Special Materials collection. Cost for Special Services shall be paid to CONTRACTOR directly from the Service Unit receiving such service.

Service Unit - shall mean a dwelling unit used for residential purposes, but not including dwelling units on properties which are primarily devoted to non-residential use or accessory or incidental residential dwelling units used in connection with principal institutional or nonresidential uses.

Each dwelling unit in a multi-family building and attached townhouses shall be considered a separate Service Unit for the purposes of this Contract.

Town - the Town of New Castle and any designated representative thereof.

Town MSW- shall mean MSW (or Refuse) which originated from a Service Unit in the New

Castle Residential Refuse District or from any Town street receptacle covered by this Contract.

Unit Charge - the cost assessed to a Service Unit for once per week curbside collection of MSW and once per week collection of Recyclables. The Unit Charge per Service Unit shall be calculated based on the following formula:

Detached single-family home: 1 unit

Detached single-family home with accessory apartment; two family house; or two apartments on a single parcel, with common garbage service provided to both (garbage cans put together at same location, both curbside, or both driveway pickup):

1.5 units

Condominium, "fee-simple" townhouse or apartment with individual garbage cans at each dwelling unit: 1 unit

Condominium, "fee simple" townhouse or apartments, with common garbage containers for three or more dwelling units, or with garbage cans for three or more condominiums or apartments at a common location: 0.6 units per dwelling unit.

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Work - all or any portion of the work performed by Contractor pursuant to the Contract.

Yard Waste - shall include all grass, brush, shrubbery and tree trimmings as well as leaves, branches and other plant matter not mixed with other types of refuse.

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FORM OF AGREEMENT

THIS AGREEMENT, made this ______ day of _____________ 2026, by and between the Town of New Castle, New York, (hereinafter called TOWN) by ______________________ as Town

Supervisor of said Town, and _______________, as _______________________ , of said entity

(hereinafter called CONTRACTOR).

TOWN and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows:

ARTICLE 1 - WORK

1.1 CONTRACTOR shall complete all Work as specified or indicated in the Contract

Documents. The Work is generally described as (1) Collection of Refuse and Yard Waste, (2)

Disposal of Refuse and Yard Waste, (3) Collection, Processing and Marketing of Recyclables; and

(4) Food Waste Collection and Disposal, if applicable.

1.2 Specific descriptions of the Work are provided in the Technical Specifications, Sections A, B, C, and D, all of which are incorporated by reference and a part of this Contract.

ARTICLE 2 - TERM

2.1 The term of this Contract shall be for three (3) years commencing January 1, 2027 and terminating December 31, 2029, with an option to renew upon mutual consent for two (2) additional one (1) year periods on the same terms and conditions, unless and until (i) either party gives written notice of non-renewal at least nine (9) months before the Expiration Date or any

Renewal Date, as applicable, or (ii) if the agreement is terminated earlier in accordance with

Article 10.

ARTICLE 3 - CONTRACT PRICE

3.1 TOWN shall pay CONTRACTOR for performance of the Work in accordance with the Contract Documents in current funds as set forth in Sections A, B, C and D, subject to additions and deductions as provided in this Form of Agreement.

3.2 The compensation paid to CONTRACTOR for the Collection of Refuse and Yard

Waste, Food Waste Collection and Disposal, and Collection, Processing and Marketing of

Recyclables shall remain constant for the first two (2) years of the Term (January 1, 2027 to

December 31, 2028). Thereafter, compensation to CONTRACTOR for Collection of Refuse and

Yard Waste, Food Waste Collection and Disposal, and Collection, Processing and Marketing of

Recyclables shall increase each year, for the remaining year of the Term, and any extension options, in accordance with the October Northeast Region Consumer Price Index for the year.

Compensation paid to CONTRACTOR for the Disposal of Refuse and Yard Waste and Food

Waste and the Processing and Marketing of Recyclables shall be net of any proceeds due to the

TOWN from the sale of Recyclables and without mark-up or any additional charge to the TOWN, -13-except as otherwise provided in the Contract Documents. After the first year, the unit price for disposal per ton and/or per cubic yard of Refuse and Yard Waste, may be adjusted by mutual agreement.

3.3 CONTRACTOR's proposal is attached to and made part of this Contract.

3.4 Compensation for Special Services requested by a resident and provided by the

CONTRACTOR shall be paid by the resident directly to the CONTRACTOR. Billing and payment for in back door, or in driveway pickup will be quarterly and in advance. Refunds will not be required when these additional services are permanently or temporarily terminated at the request of the resident. Maximum fees for Special Services are stipulated in Price Proposals of the Contractor’s Proposal. Annual price adjustments for Special Service Compensation shall be in accordance with the October Northeast Region Consumer Price Index for the year.

ARTICLE 4 - PAYMENT PROCEDURES

4.1 CONTRACTOR shall submit monthly vouchers for payment to the TOWN.

4.2 The current number of Unit Charges will be the sum of Unit Charges for Service

Units of various types within properties constituting the New Castle Residential Refuse and

Garbage District, as enumerated and classified by the Town Clerk.

4.3 Fees for Special Services shall be paid directly to CONTRACTOR on a quarterly basis, in advance, by the resident opting to receive such services upon receipt by the resident of a bill from the CONTRACTOR.

ARTICLE 5 - CONTRACTOR'S REPRESENTATIONS

CONTRACTOR makes the following representations:

5.1 CONTRACTOR has familiarized himself with the nature and extent of the Contract

Documents, Work, locality, and with all local conditions and Federal, State and local laws, ordinances, rules and regulations that in any manner may affect cost, progress or performance of the Work.

5.2 CONTRACTOR has made or caused to be made examinations, investigations and studies of such reports and related data he deems necessary for the performance of the Work at the

Contract Price and in accordance with the other terms and conditions of the Contract Documents;

and no additional examinations, investigations, tests, reports or similar data are or will be required by CONTRACTOR for such purposes.

5.3 CONTRACTOR has correlated the results of all such observations, examinations, investigations, tests, reports and data with the terms and conditions of the Contract Documents.

ARTICLE 6 - CONTRACT DOCUMENTS

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The Contract Documents which comprise the entire Agreement between TOWN and

CONTRACTOR are attached to this Agreement, made a part hereof and consist of the following:

6.1 This Form of Agreement

6.2 Performance Bonds

6.3 Technical Specifications, as presented in the Request for Proposal

6.4 The Request for Proposals

6.5 Addenda to the Request for Proposals, if any

6.6 CONTRACTOR'S Proposal

6.7 Supplementary Proposal information submitted by CONTRACTOR prior to Award

6.8 Any Modification, including Change Orders, duly delivered after execution of

Agreement

6.9 There are no Contract Documents other than those listed above in this ARTICLE 6.

The Contract Documents may only be altered, amended or repealed by properly signed agreements.

ARTICLE 7 - FAILURE TO PERFORM

7.1 If the CONTRACTOR fails to perform the Work herein specified, for a period in excess of five (5) consecutive scheduled working days or fails to operate in a satisfactory manner in accordance with this Contract, the TOWN may move as follows (provided such failure is not due to war, insurrection, riot, or Act of God):

a) At its option, after 7 days written notice to the CONTRACTOR, take over and have performed any or all of the CONTRACTOR's Work until such matter is resolved and the

CONTRACTOR is again able to carry out his operation under this Contract; and

b) Hire other solid waste service providers as required to provide the necessary basic solid waste services until CONTRACTOR is again able to carry out his operation under this

Contract.

c) Any and all operating expenses incurred by the TOWN in exercising its rights in subdivision

a) and b) may be deducted by the TOWN from compensation to the CONTRACTOR hereunder.

d) However, if the CONTRACTOR is unable for any cause to resume performance at the end of twenty (20) calendar days, the TOWN shall be free to negotiate with other

CONTRACTORS for the operation of said services for the balance of the term of the

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Contract and thereby terminate CONTRACTOR's right to perform hereunder. Such operations with another CONTRACTOR shall not release the CONTRACTOR herein from his liability to the TOWN, including all damages direct, consequential or otherwise, for such breach of this Contract.

ARTICLE 8 - INSURANCE

8.1 The CONTRACTOR shall, at its sole cost and expense, procure and maintain for the term of the Contract, policies of insurance issued by a company or companies satisfactory to the TOWN, as follows:

8.2 Liability Insurance. CONTRACTOR shall maintain in effect at all times during the full term of the Contract and as otherwise required hereunder, insurance coverages with limits not less than those set forth below with only insurers admitted to do business in New York State, the insurer shall have an A.M. Best rating of A- (or better) with a financial size category (FSC) of no less than IX, and be acceptable to the TOWN and under forms of policies satisfactory to the

TOWN. None of the requirements contained herein as to types, limits or the TOWN’s approval of insurance coverage to be maintained by CONTRACTOR is intended to and shall not in any manner limit, qualify or quantify the liabilities and obligations assumed by CONTRACTOR under the Contract or otherwise provided by law. CONTRACTOR’s insurance deductibles, if any, will be for the account of CONTRACTOR.

Type of Coverage

Policy Limits

1. Workers’ Compensation.

· Workers’ Compensation

· Employers’ Liability

Statutory

2. Commercial General Liability which shall not exclude the following coverages:

Independent Contractors, Products and

Completed Operations, Blanket

Contractual, Broad Form Property

Damage, Personal Injury. No labor law

[a/k/a third party action over] exclusion shall be included.

The minimum limits are

$1,000,000 combined single limit, bodily injury and property damage, each occurrence and $2,000,000 combined single limit, general aggregate.

3. Business Automobile Liability, including coverage for all owned, hired and non-owned vehicles. Including accidental discharge of pollutants from a vehicle.

$1,000,000 combined single limit, Bodily Injury & Property Damage.

4. Pollution Liability. Including accidental discharge of pollutants from a vehicle.

The Pollution Liability limits minimum limits are $5,000,000 each claim and $5,000,000 aggregate.

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5. Excess Liability

$5,000,000 each occurrence and

$5,000,000 aggregate.

8.3 Coverages 2 and 4 above shall be maintained for at least five (5) years (or a greater period of time if required in the Agreement) after termination of the Contract.

8.4 CONTRACTOR’s insurance policies listed above shall be endorsed to include the following:

a) A thirty (30) day advance written notice in the event of cancellation, non-renewal or material change of any policy.

b) The TOWN and its officers, successors, assigns, volunteers, directors, shareholders, employees, representatives and agents will be named as an additional insured by endorsement (except on Workers’ Compensation) without limiting language and in a form acceptable by the Town.

c) Cross liability coverage (Commercial General Liability and Business Automobile Liability policies only).

d) To the extent permitted by State Law, CONTRACTOR waives all rights to subrogation or similar rights against the Indemnitees (as defined in 8.9) and its officers, successors, assigns, volunteers, directors, shareholders, employees, representatives and agents.

8.5 Each insurance policy shall be written on an Occurrence basis. In addition, insurance policies must include primary non-contributory coverage basis (with the exception of

Pollution Liability), including any self-insured retentions, unless expressly approved by the

TOWN, in writing.

8.6 CONTRACTOR shall, prior to commencing any Work pursuant to this Contract, obtain from all insurance companies issuing policies of insurance for CONTRACTOR pursuant to the Contract Certificates of Insurance naming the TOWN, its Town Board, and the Town of New

Castle's successors, assigns, officers, directors, shareholders, employees, representatives and agents as Additional Insureds, including an Additional Insured Form CG2010, or equivalent, Waiver of Subrogation Endorsement, and Primary Insurance Clause Endorsement. Certified copies of insurance policies procured by CONTRACTOR pursuant to this Contract shall be furnished to the TOWN upon request by the TOWN. Renewal Certificates of Insurance shall be provided to the TOWN, in duplicate, as the coverage renews.

8.7 CONTRACTOR shall require all of its subcontractors (subject to approval) under this Contract to procure and maintain insurance comparable to that described in this Article.

CONTRACTOR shall be held responsible for any modifications in these insurance requirements as they apply to subcontractors. CONTRACTOR shall maintain current Certificates of Insurance from all subcontractors, enumerating, among other things, the waivers in favor of, and additional

-17-insured status of the TOWN, as required herein, and make them available to the TOWN upon request.

8.8 No payment will be made or required under this Contract without full insurance compliance by CONTRACTOR.

8.9 Indemnification Agreement

a) To the fullest extent permitted by law, CONTRACTOR hereby agrees to indemnify, defend and hold harmless the TOWN, its Town Board, and the TOWN’s successors, assigns, officers, directors, shareholders, employees, representatives and agents (collectively referred to as the “Indemnitees”) from and against all claims, damages, losses and expenses, including, but not limited to, reasonable attorneys’ fees, arising out of, relating to or resulting from the performance of this Contract, provided that such claim, damage, loss or expense is caused by the acts, errors or omissions or willful misconduct of the CONTRACTOR, its subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable. This indemnification by CONTRACTOR shall not be limited by the amount or type of payments, compensation, or benefits payable by or for the

CONTRACTOR under Workers’ Compensation Acts, Disability Benefit Acts or other

Employee Benefit Acts. The CONTRACTOR agrees to indemnify, defend and hold the

Indemnitees harmless from any claim asserted against the Indemnitees by an employee of

CONTRACTOR or its subcontractor with respect to bodily injury, sickness, disease or death.

b) Without limiting the generality of the foregoing, any and all such claims, etc., relating to personal injury, death, damage to property, or any actual or alleged violation of any rule, applicable statute, ordinance, administrative order, rule or regulation, or decree of any court, in connection with (or arising directly or indirectly out of) errors and/or omissions and/or negligent acts by the CONTRACTOR, as aforesaid, shall be included in the indemnity hereunder.

c) The CONTRACTOR further agrees to investigate, handle, respond to, provide defense for and defend any such claims, etc., at his sole expense even if CONTRACTOR believes such claim is groundless, false or fraudulent. In any case in which such indemnification would violate Section 5-322.1 of the New York General Obligations Law, or any other applicable legal prohibition, the foregoing provisions concerning indemnification shall not be construed to indemnify the Indemnitees for damages arising out of bodily injury to persons or damage to property caused by or resulting from sole negligence of the Indemnitees.

8.10 Bonds

a) To guarantee the performance of all Work under the Contract, and for the payment of all personnel and subcontractors, if any, performing Work in connection with the Contract, the

CONTRACTOR shall provide to the TOWN a performance bond or irrevocable letter of credit from one or more financial institutions in the total amount of the value of one full year service of the Contract.

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b) The proceeds of the performance bond or letter of credit shall be made available to the

TOWN if and when the TOWN delivers an affidavit that the CONTRACTOR has failed to perform any of the Work required by the Contract or has failed to make payment for all persons performing Work in connection with this Contract.

c) Any bond or irrevocable letter of credit shall be with sureties satisfactory to the TOWN. If at any time any of the sureties shall be or become unsatisfactory to the TOWN, the

CONTRACTOR shall, within ten (10) days written notice from the TOWN, furnish a new and additional bond or irrevocable letter of credit in place of the one having become insufficient with such sureties as shall be satisfactory to the TOWN.

d) A bond or other sufficient surety will be provided to guarantee the payment of monies held by the CONTRACTOR due the TOWN. The TOWN thereof shall determine the amount.

e) CONTRACTOR shall, prior to commencement of any Work pursuant to the Contract, furnish to the TOWN a performance bond and labor and material payment bond in the form incorporated in the Contract Documents for the faithful performance of this Contract and all obligations arising hereunder in the following penal amounts as they pertain to the four sections of this Contract:

Section “A” – Collection of Refuse and Yard Waste in the amount of the proposed total annual bid dollars per year

Section “B” – Disposal of Refuse and Yard Waste in the amount of the proposed total annual bid

Section “C” – Collection, Processing and Marketing of Recyclables in the amount of the proposed total annual bid dollars per year

Section “D” – Food Waste Collection and Disposal in the amount of the proposed total annual bid

ARTICLE 9 - MISCELLANEOUS

9.1 Definitions: Terms used in this Agreement are defined in Section II, “Agreement

Terms and Conditions” and shall have the same meanings indicated therein.

9.2 Assignment: CONTRACTOR may not assign all or any portion of the Contract and no such assignment shall be binding on the TOWN without the written consent of the TOWN; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent of the TOWN (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the CONTRACTOR from any duty or responsibility under the Contract.

9.3 Binding Commitment: TOWN and CONTRACTOR are hereby bound by and to all covenants, agreements and obligations contained in the Contract Documents.

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9.4 Laws to Govern: This Contract shall be governed by the laws of the State of New

York as to both interpretation and performance. Any legal action must be brought in Westchester

County. The CONTRACTOR shall comply with all the applicable provisions of the Public Health

Law, the Lien Law, Labor Law, the Workers’ Compensation Law, State Unemployment Insurance

Law, Federal Social Security Law and any and all rules and regulations promulgated by the

Department of Labor and/or the industrial Commissioner of the State of New York, the New York

State Department of Environmental Conservation, and any applicable Federal Law, rule or regulation, and all amendments and additions thereto.

9.5 Compliance with Laws: The CONTRACTOR shall conduct operations under this

Contract in compliance with all applicable laws, rules and regulations applicable to its operations.

9.6 Illegal Provisions: If any provision of the Contract shall be declared illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect.

9.7 Permits and Licenses: The CONTRACTOR shall obtain, at its sole cost and expense, all permits and licenses required by law or ordinance and maintain same in full force and effect for the term of the Contract.

9.8 Damage to Property: CONTRACTOR agrees to repair or pay for any damages to private, public or municipal property caused by performance of this Contract.

9.9 Books and Records: The CONTRACTOR shall keep records of materials collected and/or disposed of and the charges therefore for the duration of this Contract and for three (3) years thereafter, and the TOWN shall have the right to review those records which, in any way, pertain to the payments due to CONTRACTOR or disposal facility.

9.10 Notice: A letter addressed and sent by Certified Mail, Return Receipt Requested, or by a nationally recognized overnight courier service, to either party at its business address shown herein shall be sufficient notice whenever required for any purpose in this Contract.

9.11 Modification: This Agreement and the Contract Documents constitutes the entire

Contract and understanding between the parties hereto, and it shall not be considered modified, altered, changed, or amended in any respect unless in writing and signed by the parties hereto.

9.12 Interpretation: It is further understood and agreed by the parties hereto that should any dispute arise respecting the true construction, interpretation or meaning of the Contract

Specifications herein, or the measurements for payment thereunder, same shall be referred to and decided by the Town Board and its decision thereon shall be final and conclusive upon the parties thereto.

9.13 Bankruptcy: It is agreed that if a petition is filed to adjudge the CONTRACTOR bankrupt, either voluntarily or involuntarily, this Contract shall terminate effective on the day and at the time the bankruptcy petition is filed, at the option of the TOWN.

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9.14 Discontinued Service: The CONTRACTOR shall discontinue Work only as set forth in a written notice sent to him by the TOWN and for no other reason. Upon further notification by the TOWN, the CONTRACTOR shall resume Work on the next regularly scheduled collection day.

9.15 Exclusive Right: The CONTRACTOR shall be the only entity allowed to provide the Work prescribed by this Contract, provided, this exclusive right pertains only to the properties designated and enumerated by the Town Clerk as being provided service as part of the Residential

Refuse and Garbage District.

9.16 Severability: Any provision of this Contract that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof; provided, however, that the parties to this Contract shall attempt in good faith to reform the Contract in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

ARTICLE 10 - TERMINATION

10.1 Default: If the CONTRACTOR fails to make prompt payment to any person or entity supplying labor, materials or equipment for the Work, or refuses or fails to supply enough properly skilled workmen or proper materials and equipment, or refuses or fails to prosecute the Work or any part thereof with such diligence as will ensure its timely completion, or fails or refuses to regard laws, ordinances, codes, instructions of the TOWN, or otherwise breaches or violates any provision of the Contract or Contract Documents, the TOWN shall forward by certified mail or overnight courier to the CONTRACTOR, at the address given in the Contract, a Notice of

Warning, and in the event the CONTRACTOR fails to comply with said Notice of Warning within seven (7) days from receipt thereof, the TOWN shall have the right to terminate the Contract by resolution of the Town Board. A copy of such resolution, setting forth the basis for termination of the Contract shall be sent to the CONTRACTOR by certified mail or overnight courier to

CONTRACTOR’s principal place of business within forty-eight (48) hours of the passage of such resolution.

10.2 Force Majeure: The Town may terminate or suspend its performance under the contract immediately upon the occurrence of a “force majeure.” For purpose of this contract, “force majeure” shall include, but not be limited to, natural disasters, war, rebellion, insurrection, riot, strikes, lockout, pandemics and any unforeseen circumstances and acts beyond the control of the

Town which render the performance of its obligations impossible. Written notice of termination or suspension shall be sent to the CONTRACTOR by email and certified mail or overnight courier to the Contractor’s principal place of business.

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Section “A” – Collection of Refuse and Yard Waste

Billing and Payment

1. Collection of Refuse and Yard Waste

a) The parties hereby agree that CONTRACTOR shall provide curbside collection of

Refuse on a weekly basis and curbside collection of Yard Waste twice a month from

March 15-September 30, and once a week from October 1-December 15. The TOWN shall pay CONTRACTOR the sum of _____________________Dollars ($ ____.__) per month, plus the additional sum of ______________________Dollars ($ ____.__) per month per unit for every Service Unit Charge in excess of 5700 Service Units, excluding Special Services, for all Refuse Collection services provided by

CONTRACTOR during the Term of this Contract.

b) CONTRACTOR shall be paid directly for Special Services by the resident opting to receive such Special Services. Maximum additional fees (including all taxes, surcharges, etc.) for Special Services shall be as quoted in CONTRACTOR’s proposal.

c) TOWN shall pay CONTRACTOR a monthly refuse transportation fee (total, not per

Service Unit or per vehicle) of ________________ Dollars $____________ ) per mile for highway distance between designated disposal facility or transfer station and the nearest point of the New Castle Town border in excess of twenty-five (25) miles.

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Section “B” – Disposal of Refuse and Yard Waste

1. Refuse Disposal

a) The cost of Refuse Disposal incurred by CONTRACTOR shall be a pass-through cost to the TOWN in that CONTRACTOR shall charge the TOWN only for the actual cost of disposal, without mark up. The TOWN shall pay to the CONTRACTOR, as payment in full for all Refuse Disposal performed under the Contract, a monthly Service Fee calculated by multiplying the unit price of $________ per ton by the number of tons of

TOWN Refuse actually disposed of by the CONTRACTOR at the disposal facility during the preceding calendar month. After the first two years, the unit price per ton of

Refuse may be adjusted by mutual agreement.

2. Yard Waste Disposal (may or may not be used at option of the Town)

a) The cost of Yard Waste Disposal incurred by CONTRACTOR shall be a pass-through cost to the TOWN in that CONTRACTOR shall charge the TOWN only for the actual cost of disposal, without mark up. The TOWN shall pay to the CONTRACTOR, as payment in full for all Yard Waste Disposal performed under the Contract, a monthly

Service Fee calculated by multiplying the unit price of $________ per compacted cubic yard or $ _________ per ton by the number of cubic yards or tons of TOWN Yard Waste actually disposed of by the CONTRACTOR at the disposal facility during the preceding calendar month. After the first two years, the unit price per cubic yard of Yard Waste may be adjusted by mutual agreement.

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Section "C" - Collection, Processing and Marketing of Recyclables

1. Collection of Recyclables

a) The parties hereby agree that CONTRACTOR shall provide Dual Stream Recyclables

Collection services on a weekly basis. The TOWN shall pay CONTRACTOR the sum of

_____________________Dollars ($ ____.__ ) per month, plus the additional sum of

______________________Dollars ($ ____.__ ) per month per unit for every Service Unit in excess of 5700 Service Units, excluding Special Services, for all Recyclables Collection services provided by CONTRACTOR during the Term of this Contract.

b) The parties hereby agree that CONTRACTOR shall provide Alternate Week Dual

Stream Recyclables Collection services on a weekly basis. The TOWN shall pay

CONTRACTOR the sum of _____________________Dollars ($ ____.__ ) per month, plus the additional sum of ______________________Dollars ($ ____.__ ) per month per unit for every Service Unit in excess of 5700 Service Units, excluding Special Services, for all

Recyclables Collection services provided by CONTRACTOR during the Term of this

Contract

c) The parties hereby agree that CONTRACTOR shall provide Single Stream Recyclables

Collection services on a weekly basis. The TOWN shall pay CONTRACTOR the sum of

_____________________Dollars ($ ____.__ ) per month, plus the additional sum of

______________________Dollars ($ ____.__ ) per month per unit for every Service Unit in excess of 5700 Service Units, excluding Special Services, for all Recyclables Collection services provided by CONTRACTOR during the Term of this Contract

2. Processing and Marketing of Recyclables

a) For Dual Stream Recycling

The TOWN shall pay CONTRACTOR a monthly Service Fee equal to:

1) the unit price of $ ___________ /ton for Commingled Recyclables multiplied by the tons of Commingled Recyclables actually marketed and sold by

CONTRACTOR in the preceding month, plus

2) the unit price of $ ______________ /ton for Mixed Paper multiplied by the number of tons of Mixed Paper (loose) actually marketed and sold by

CONTRACTOR in the preceding month; except that CONTRACTOR shall remit to the TOWN any profit realized from the sale of these Recyclables over and above CONTRACTOR’s actual cost of processing and marketing the Town’s

Recyclables during the preceding month.

b) For Single Stream Recycling

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The TOWN shall pay CONTRACTOR a monthly Service Fee equal to the unit price of

$____.__/ton of Recyclables multipled by the number of tons of Recyclables actually marketed and sold by CONTRACTOR in the preceding month; except that, CONTRACTOR shall remit to the TOWN any profit realized from the sale of these

Recyclables over and above CONTRACTOR’s actual cost of processing and marketing the

Town’s Recyclables during the preceding month.

c) For Processing and Marketing Recyclables from New Castle Recycling Center

The TOWN shall pay CONTRACTOR a monthly Service Fee equal to:

1) the unit price of $ ______________/ton for Corrugated Containers (loose) multiplied by the number of tons of Corrugated Containers (loose) actually marketed and sold by CONTRACTOR in the preceding month, plus

2) the unit price of $ ______________/ton for Mixed Paper multiplied by the number of tons of Mixed Paper actually marketed and sold by CONTRACTOR in the preceding month, plus

3) the unit price of $ _______________ /ton for Hard Cover Books multiplied by the number of tons of Hard Cover Books actually marketed and sold by

CONTRACTOR in the preceding month, plus

4) the unit price of $ ________________/ton for Soft Cover Books multiplied by the number of tons of Soft Cover Books actually marketed and sold by

CONTRACTOR in the preceding month; plus

5) the unit price of $ ________________/ton of Commingled Recyclables multiplied by the number of tons of Commingled Recyclables actually marketed and sold by

CONTRACTOR in the preceding month; plus

6) the unit price of $_________________/64 gallons of Compostable Food Waste multiplied by the number of gallons of Compostable Food Wastes actually marketed and sold by CONTRACTOR in the preceding month; except that

CONTRACTOR shall remit to the TOWN any profit realized for the sale of these

Recyclables over and above CONTRACTOR’s actual cost of…