EDG Trash Recycling Collection Agreement Form.pdf

AGREEMENT FOR RESIDENTIAL REFUSE AND

RECYCLING COLLECTION SERVICES

THIS AGREEMENT FOR RESIDENTIAL REFUSE AND RECYCLING COLLECTION

SERVICES (this “Agreement”) is made and entered into this ___ day of ________________________________, by and between the CITY OF EDGEWATER, a Colorado home-rule municipal corporation (“City”), whose address is 1800 Harlan St., Edgewater, Colorado 80214 and _______________________ , a ___________________ ("Contractor") whose address is _______________________________________ .

WHEREAS, the Contractor, in response to the City's Request for Proposals dated _______, submitted a Proposal for Collection Services dated ___________________, to provide residential Refuse and Recycling collection services within the City and to perform such work as may be incidental thereto; and

WHEREAS, the City desires to have the Contractor perform residential Refuse and Recycling collection services in accordance with the terms of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1:

A. “Commercial and Industrial Refuse” means all Construction Debris, Garbage, Rubbish and Stable Matter generated by a Producer at a Large Commercial and Industrial Unit.

B. “Construction Debris” means waste building materials resulting from substantial construction, remodeling, repair or demolition operations at a Residential Unit or Large Commercial and Industrial Unit.

C. “Customer” means a City Refuse and Recycling collection service customer that is a Producer from a Residential Unit.

D. “Excluded Waste” means all Commercial and Industrial Refuse, Construction Debris, Large Dead Animals, Institutional Solid Waste, Hazardous Waste, Offal Waste, Stable Matter, Vegetable Waste and Special Waste.

E. “Garbage” means and all Small Dead Animals; every accumulation of waste (animal, vegetable and/or other matter) that results from the preparation, processing, consumption, dealing in, handling, packing, canning, storage, transportation, decay or decomposition of meats, fish, fowl, birds, fruits, grains or other animal or vegetable matter (including, but not by way of limitation, used tin cans and other food containers); and all putrescible or easily decomposable waste animal or vegetable matter which is likely to attract flies or rodents; except (in all cases) any matter included in the definition of Excluded Waste.

F. “Hazardous Waste” means any radioactive, volatile, corrosive, highly flammable, explosive, biomedical, infectious, biohazardous, toxic or listed or characteristic

Hazardous Waste as defined by federal, state, provincial or local law or any otherwise regulated waste. “Hazardous Waste” shall include, but not be limited to, any amount of waste listed or characterized as hazardous by the United States Environmental Protection Agency or any state agency pursuant to the Resource Conservation and Recovery Act of 1976, as amended, and including future amendments thereto, and any other applicable federal, state or local laws or regulations.

G. “Institutional Solid Waste” means Solid Waste originating from education, health care and research facilities such as schools, hospitals, nursing homes, laboratories and other similar establishments.

H. “Large Commercial and Industrial Unit” means all premises, locations or entities, public or private, other than City facilities, that are not classified as a Residential Unit.

I. “Large Dead Animals” means animals or portions thereof equal to or greater than ten pounds (10 lbs.) in weight that have expired from any cause, except those slaughtered or killed for human use.

J. “Offal Waste” means waste animal (land or marine) matter from establishments such as butcher shops, slaughterhouses, food processing and packing plants, rendering plants and fertilizer plants.

K. “Producer” means an owner, operator or occupant of a commercial or industrial facility or a Residential Unit who generates Refuse or Recyclable Materials.

L. “Recycling” means the collection of and the delivery of Recyclable Materials pursuant to this Agreement.

M. “Recyclables or Recyclable Materials” means the items listed in Exhibit B to this

Agreement as “Acceptable Single Stream Items.”

N. “Refuse” means all nonhazardous, Solid Waste (including Garbage, Rubbish, and Yard

Waste) generated at a Residential Unit that is not excluded by this Agreement. “Refuse” shall not include any Excluded Waste.

O. “Residential Unit” means and includes single-family detached dwelling units, multiple-family attached dwelling units in complexes containing seven (7) dwelling units or less, and any commercial operation that utilizes not more than two (2) 96 gallon Refuse carts and an unlimited number of 96 gallon Recycling carts.

P. “Rubbish” means all waste wood, wood chips, shavings, sawdust, printed matter, paper, pasteboard, rags, straw, used and discarded mattresses, used and discarded clothing, used and discarded shoes and boots, combustible waste pulp and other products such as are used for packaging, or wrapping crockery and glass, glass, mineral or metallic substances, and any and all other waste materials not included in the definition of Excluded Waste.

Q. “Small Dead Animals” means animals or portions thereof less than ten pounds (10 lbs.)

in weight that have expired from any cause, except those slaughtered or killed for human use.

R. “Solid Waste” means useless, unwanted or discarded materials with insufficient liquid content to be free-flowing, that result from domestic, industrial, commercial, agricultural, governmental and community operations which require proper storage, collection, transportation and disposal to prevent environmental pollution inimical to public health, safety and welfare. Solid Waste does not include sewage, earth or material used to fill land in accordance with construction codes, mining residues, slag, dissolved or suspended solids in industrial waste water effluents which are not acceptable for disposal in sanitary sewage treatment system or any material included in the definition of Excluded Waste.

S. “Special Waste” means nonhazardous, Solid Waste that is subject to additional governmental regulations or special handling requirements in collection, transportation, processing or disposal as a result of the characteristics of, or processes which generate, such waste. Special Waste includes, but is not limited to:

(i) waste iron from a commercial or industrial activity;

(ii) waste generated by an industrial process or a pollution control process;

(iii) waste which may contain free liquids;

(iv) waste which may contain residue and debris from the cleanup of a spill of petroleum, chemical or commercial products or wastes, or contaminated residuals;

(v) articles from the cleanup of a facility which generates, stores, treats, recycles or disposes of chemical substances, commercial products or wastes;

(vi) wastes which are nonhazardous as a result of proper treatment pursuant to Subtitle C of the Resource Conservation and Recovery Act of 1976

(“RCRA”);

(vii) asbestos containing or asbestos bearing material that has been properly secured under existing federal, state, provincial and local laws, rules and regulations;

(viii) containers that once contained hazardous substances, chemicals, or insecticides so long as such containers are “empty” as defined by RCRA;

(ix) municipal or commercial solid waste that may have come into contact with any of the foregoing;

(x) filter cake sludge wastes from waste water treatment processes;

(xi) wastes containing any regulated polychlorinated biphenyls; and,

(xii) ash, sludge, tires and powders

T. “Stable Matter” means all manure and other waste matter normally accumulated in or about a stable, or any animal, livestock or poultry enclosure, and resulting from the keeping of animals, poultry or livestock.

U. “Vegetable Waste” means putrescible solid waste resulting from the processing of plants for food by commercial establishments such as canneries. This definition does not include waste products resulting from the preparation and consumption of food in places such as cafeterias and restaurants.

V. “Yard Waste” means grass, leaves, flowers, stalks, stems, tree trimmings, branches, and tree trunks. For yard waste collection services, grass, pine needles, leaves, flowers, stalks, stems, and small tree trimmings (less than two (2) feet in length and less than two (2) inches in diameter) shall be in a container, bag or box the weight of which shall not exceed thirty-five (35) pounds. Larger tree trimmings shall be laid neatly in piles at curbside. The maximum weight of any item placed out for yard waste collection shall be thirty-five (35) pounds. Branches in excess of two (2) feet in length may, but are not required to be, in a container, bag or box.

2. Scope of Agreement.

A. This Agreement pertains to Refuse and Recyclables collection services for Residential

Units. Contractor’s work under this Agreement shall consist of all of the supervision, materials, equipment, labor and other items necessary to collect and dispose of Refuse and Recyclables from Residential Units and other locations in accordance with the provisions of this Agreement.

B. This Agreement shall not be considered an exclusive franchise for services to the residents of the City and any resident may choose to negotiate with any other Refuse removal service licensed to do business in the City or may choose to remove their own Refuse in accordance with applicable laws and regulations.

3. Scope of Work. Beginning on ____________, or at such other time as is expressly set forth in this Section 2, the Contractor will provide the following services to the City or, as applicable, to each Customer that is identified in a writing from time to time by the City to the Contractor:

A. Refuse/Recyclables Collection. Weekly collection of Refuse, and, beginning

____________________ , every-other-week collection of single-stream Recyclables as described in Exhibit A hereto. Refuse collection rates will be unit-based in accordance with Exhibit A hereto, which exhibit is incorporated herein by reference, or as otherwise identified herein, and there shall be no additional charge by the Contractor for collection of approved Recyclables or other items or services described in this Section 3 as an integrated part of the Refuse/Recycling service provided under this subparagraph A. Collection activities shall occur at the same locations currently utilized by the City’s Refuse service customers, which consists primarily of alley (as opposed to street front or curbside) collection.

B. Collection Carts. The Contractor will, at its sole cost and expense, supply all customers served with:

i) upon request made to the Contractor by a customer, one or more 96-gallon, two-wheeled carts for accumulating and setting out Recyclables for collection. The cart(s) will be labeled as containing Recyclables and include instructions for recycling as mutually agreed upon by the City and the Contractor. The Contractor shall have full responsibility for delivery, exchange, maintenance, repair, removal and replacement of recycling carts and, except as set forth in subparagraph (iii) below, there shall be no additional charge by the Contractor therefor; and

ii) a 32, 64 or 96-gallon, two-wheeled cart for accumulating and setting out Refuse for collection, depending on the level of service selected by the customer. The Contractor shall have full responsibility for delivery, exchange, maintenance, repair, removal and replacement of carts for Refuse and, except as set forth in subparagraph (iii) below, there shall be no additional charge by the Contractor therefore;

iii) the ability have, without charge: (i) one (1) cart exchange (to a different size cart) during the first ninety (90) days of Contractor’s provision of collection services under this Agreement; (ii) one (1) additional cart exchange during the remaining two hundred seventy-five (275) days of the first year of Contractor’s provision of collection services under this Agreement; and (iii) one (1) cart exchange per year after the first year of Contractor’s provision of collection services under this Agreement. Any cart exchange request that is in excess of the foregoing allowances will be accommodated by the Contractor, provided, however, that the Contractor may directly charge the customer in an amount not to exceed $_____ for each such exchange. In addition, with respect to the replacement of carts damaged beyond repair, the Contractor shall provide, during the term of this Agreement, the first replacement cart at no cost, but may directly charge the customer not more than $_____ per occurrence for each replacement cart provided after the first replacement cart. The City shall not be responsible for any costs related to the replacement of damaged carts; and

iv) the ability to, without additional charge, dispose of all of the customer’s existing trash cans, carts, bins or other collection devices that are being replaced by the Refuse and Recycling carts to be provided pursuant to this subparagraph B.

v) provide the City with additional carts as requested and charge City wholesale cost of cart.

C. Nature and Ownership of Carts.

i) Nature of carts. The Contractor agrees that all carts it provides pursuant to this Agreement will be stamped at production with the name of the City and will have a distinct serial number in order to track which Customer has been provided with which cart.

ii) Ownership of Carts. The Contractor agrees that all carts it provided to customers pursuant to the prior agreement with the City for refuse and recycling collection services, all carts (approximately 1,500) currently in Contractor’s possession that were stamped at production with the name “Edgewater,” and all and any other carts that it may provide pursuant to the terms of this Agreement are the property of the City.

D. Extra Refuse. Refuse in excess of the 32, 64 or 96 gallon service selected by the Customer will be collected by the Contractor as part of a seasonal extra Refuse program if chosen by the Customer. Under this program (and as further set forth in Exhibit A hereto) the Customer will be required to pay in advance for the entirety of the seasonal program, during which program Refuse will be collected weekly along with the regular collection between May 1 and October 31 of each calendar year, and on the last regular collection day of each calendar year and the first regular collection day of the next subsequent calendar year. The charges for such extra Refuse shall be as set forth in Exhibit A hereto.

E. Bulky Items. The Contractor will collect the following approved bulky items (Refuse items that are too large to be placed in the container chosen by the customer):

Acceptable Materials: Alley Way Clean Up/ Drop Off Allowed Not Allowed

Limbs, yard clippings, leaves, Wood mulch

Concrete, dirt, large stumps, fertilizers, chemicals, rocks

Wood, drywall, windows, doors, decking, carpet, flooring

Concrete, bricks, paints/ stains, chemicals

Small appliances, metal flashing, metal furniture, household metals

Refrigerators, freezers, A/C units, any appliances with Freon, lawn mowers

Household trash, furniture, linens, clothes. Televisions can be disposed of at the drop-off only, no pick-up.

Hazardous or bio-hazardous waste, needles, syringes, hot tubs, batteries.

Bumpers, auto body panels, seats, upholstery

Tires, car/truck batteries, vehicle fluids, motor oil plastic bottles, windshield glass

Bulky item pickups shall be charged for in accordance with the fee schedule attached hereto as Exhibit A, which exhibit is incorporated herein by reference.

F. Twice Yearly Green Waste Pickup. The Contractor will establish, as an integrated part of the Refuse and Recyclables collection service provided under subparagraph A above, a Spring/Fall yard waste program, with each Customer being allowed to dispose of, as part of the Customer’s regular alley or curbside Refuse placement, up to three cubic yards of tree limbs, shrubbery and leaves (but not grass clippings) in a bundled manner as may be required by reasonable rules established by the Contractor from time to time.

G. Physically Impaired Carry-Out Service. The Contractor shall provide, upon request and as an integrated part of its Refuse/Recyclables collection service provided under subparagraph A above, for carry-out Refuse and Recycling service for Customers who are physically unable to move their Refuse and/or Recyclables carts to the normal collection area. Such carry-out service shall be provided for up to twenty-five Customers at any given time without additional charge to the Customer or the City. For carry-out service that exceeds twenty-five Customers at any given time, the City shall pay to the Contractor the amount of ___ Dollars ($____) per month for each excess carry-out service. Such carry-out service shall require that the place for collection does not require the collection driver to enter a fenced or other enclosed area to access the carts.

H. Annual Holiday Tree Collection. The Contractor shall provide, at the request of the

City and as an integrated part of its Refuse/Recyclables collection service provided under subparagraph A above, one (1) thirty-yard collection container for residents to dispose of their holiday trees. Contractor will place the container at the direction of the City Manager and, at the direction of the City Manager, will either: (i) dispose of the trees collected as Refuse; or (ii) will move the container to the City (or approved 3rd party contractor within Jefferson County) wood chipping facility for processing (to include, upon request of the City, the dumping of the trees next to the chipper in order that the chipped trees may be placed back into the container for mulch pick-up by residents or in order that the chip mulch may be delivered to and placed at a location directed by the City Manager for storage until needed). Final removal of the container will also be provided by the Contractor. Additional thirty-yard collection containers provided to the City for this purpose will be provided for a charge of $___ per haul.

For purposes of this subparagraph H, “per haul” shall mean and include all of the container placement, hauling, disposal as Refuse or dumping and chip relocation/dumping activities described in this subparagraph H.

I. Spring and Fall Cleanup Days. The Contractor shall provide, as an integrated part of its Refuse/Recyclables collection service provided under subparagraph A above, three

(3) thirty-yard roll off Refuse containers in the Spring of each year and three (3) thirty-yard roll off Refuse containers in the Fall of each year for purposes of the City’s semi-annual Clean Up Days. Such containers shall be placed at a location or locations directed by the City Manager on the day or days directed by the City Manager.

Additional thirty-yard roll off Refuse containers shall be provided by the Contractor to the City for the purpose of Spring and Fall Cleanup Days on a rotating basis and the City will be charged for such additional roll-off containers at a rate of $___ per haul, with no delivery fees, and a charge of $20.00 per ton for each ton of Refuse in excess of 6 tons per roll-off container. The City shall have the option to have green waste composted for an expense of $____/per container to take the material to A-1 Organics facility in Commerce City.

J. Improperly Prepared Materials. When the Contractor encounters Refuse or Recyclables not authorized for pick-up, or encounters improperly prepared Refuse or Recyclables, the Contractor shall leave the unauthorized or improperly prepared Refuse or Recyclables and shall complete a written notice to the Customer, to be left at either the main entrance to the Customer’s residence or on the unauthorized or improperly prepared materials or container holding the same. Such notice shall provide a brief explanation concerning the unauthorized or improperly prepared materials and what can be done to resolve the problem. Notwithstanding any part of the foregoing, the Contractor may, but shall not be obligated to, collect the unauthorized or improperly prepared materials and dispose of the same as Refuse, so long as it provides the Customer with written notice of the unauthorized or improperly prepared materials in accordance with this paragraph, along with a statement that the same has been disposed of as Refuse.

K. Electronics Recycling Collection Events. The Contractor shall provide, as an integrated part of its Refuse / Recyclables collection service provided under subparagraph A above, for semi-annual electronics Recycling collection events in the Spring and Fall of each year. Contractor shall ensure that such event coincides with the City’s Spring and Fall Cleanup Days. The Contractor shall pay the first $ ______________ of the electronics recycling costs incurred during the term of this Agreement in connection, cumulatively, with each of the electronics Recycling events, and the City shall reimburse the Contractor for the actual electronics recycling costs incurred by the Contractor that are in excess of said $_____. All electronics recyclables collected under this subparagraph K shall be delivered by the Contractor to Electronic Recyclers International, Inc. Any term or provision of this subsection 3.K of this Agreement notwithstanding, if and to the extent that the electronics recycling costs cumulatively incurred by the Contractor under this subsection exceeds the sum of $________ during any given year of this Agreement, then the City shall reimburse the Contractor for the actual electronics recycling costs (currently $.------ per pound) incurred by the Contractor that are in excess of $___________ during any given year of this Agreement. For purposes of this subsection, a “year of this Agreement” shall mean any one year period that begins as of the date first written above, or any anniversary of such date, and that ends 364 days thereafter.

L. City Facility Services. The Contractor shall provide to the City at its request from time to time, at the monthly rates set forth in Exhibit A hereto, which exhibit is incorporated herein by reference, and at locations designated by the City Manager from time to time, the containers and service quantities set forth in Exhibit A hereto under the heading “City Facilities.”

All of the containers provided by the Contractor under this subparagraph L shall be maintained by the Contractor, at its sole expense, in a good, attractive and clean condition. Notwithstanding the generality of the foregoing, the Contractor shall power wash said containers regularly so as to keep them in a clean condition, but in any event shall power-wash each such container at least once every six months.

M. City Tipping fees at Contractor’s Landfill. Upon written request of the City’s Manager, the Contractor shall cause its landfill operator to enter into an agreement with the City such that the City shall be entitled to dispose of Refuse collected by the City at a cost not to exceed $___________ per ton of Refuse disposed of during the term of this Agreement.

N. Maintenance of Records and General Reporting Requirements. The Contractor shall maintain in its local office full and complete operations and Customer service records pertaining to services provided under this Agreement (the “Records”). The Records shall be maintained for a period of not less than three years at all times, and the Records shall at all reasonable times be open for inspection and copying for any reasonable purpose of the City upon prior notice to the Contractor. The Contractor shall provide to the City, by the tenth day of each month, a report in an electronic format acceptable to the City Manager that provides the following information with respect to the services provided under this Agreement during the month immediately preceding the report, or during the previous quarter or year with respect to items (ix) and (x), respectively:

i) the identity, address, and total number of Customers to whom service was provided;

ii) a log of complaints concerning Refuse and Recycling services and a statement concerning the resolution of each such complaint;

iii) a log of missed pick-ups and a statement concerning the resolution of each such missed pick-up;

iv) a description of any vehicular accidents or infractions;

v) a listing of all Customers who had service during the month, along with a separate (or highlighted) listing of all Customers a change in service during the month (e.g.

a change from 32 gallon service to 64 gallon service, etc.), or who began or discontinued service during the month;

vi) total weight, in tonnage, of all Refuse collected;

vii) total weight, in tonnage, of all Recyclables collected and a statement as to the location(s) to which the Recyclables were delivered;

viii) such other information that may reasonably be requested by the City from time to time;

ix) a quarterly inventory of carts in service and in inventory. All carts must be audited once per calendar year by tracking serial numbers to address of service or inventory;

x) an annual summary report that aggregates the information set forth in each monthly report. The Contractor understands and agrees that the reports to be provided pursuant to this subparagraph N are to be separate and distinct from any billing statement or report to be provided pursuant to the provisions of Section 14 of this Agreement below.

4. Recyclable Services: The Contractor will collect all of the Recyclable Materials that the materials recovery facility known as “Altogether Recycling” (“AR”) will accept from residential programs and deliver them to AR. The Recyclable Materials presently accepted by AR are described in Exhibit B hereto, which exhibit is incorporated herein by reference.

All revenues from the sale of the Recyclables will belong to the Contractor. The Recyclable Materials shall be collected every other week on the same day as Refuse collection, and shall be collected in one stream. Any changes to the Recyclable Materials accepted by AR will be communicated to customers thru the Contractor's next regular scheduled communication as required in Section 12 of this Agreement.

5. Alley Collection: The Contractor will provide alley collection of Refuse, Recyclables and all other collected items to all areas of the City that have alleys and that currently utilize the alleys for trash collection.

6. Hours and Days of Operation: The Contractor will limit regular collections to occur between the hours of ____ a.m. and ____ p.m. on ______________ of each week. In the event of inclement weather that prevents the collection of Refuse and/or Recyclables on the scheduled day of the week that includes the scheduled day, the make-up day shall be the following day.

7. Special Request for Service: A Special Service Request is a resident’s request for the

Contractor to make a special trip to their residence to collect Refuse or bulky Refuse. It is not a request for regularly scheduled service. This service is arranged through appointments scheduled by the City at a rate located in Exhibit A.

8. Holiday Schedule: The Contractor will observe New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If one of the observed holidays falls on a Monday through Friday, collection will be on Saturday. The Contractor will supply an annual calendar, at no charge, to the participating residents showing what Refuse, Recyclable Materials or Yard Waste is to be set out each week and the collection days during holiday weeks.

9. Trucks and Equipment: The Contractor will advise the City as to any changes and evolution of equipment and vehicles to be used to provide services under this Agreement that would cause the equipment and vehicles so used to be materially different from the equipment and vehicles described in the Contractor’s Proposal for Collection Services. All equipment and vehicles used in the performance of Contractor’s services under this Agreement shall be kept in good repair and appearance at all times and shall comply with all applicable provisions of law, including but not limited to the laws of the City. In addition, each vehicle used in the performance of services under this Agreement shall be sized appropriately for alley collections in the City and shall have clearly visible on each side of the vehicle the identity and telephone number for the Contractor.

10. Litter or Spillage. The Contractor shall not litter premises in the process of making collections, but the Contractor shall not be required to collect any Refuse or Recyclables that have not been placed in approved containers or in a manner as provided in this Agreement. During hauling, all Refuse and Recyclables shall be contained, tied or enclosed so that leaking, spillage or blowing of materials is minimized. In the event of any leakage or spillage by the Contractor, the Contractor shall be required to clean up the litter caused by the leakage or spillage.

11. Excluded Waste. If Excluded Waste is discovered before it is collected by Contractor, Contractor may refuse to collect the entire bin, container, bag, bundle or cart of waste. In such situations, Contractor shall contact the City and the City shall endeavor to ensure that such Excluded Waste is removed and properly disposed of by the depositor or generator of the waste. In the event any Excluded Waste is not discovered by Contractor before it is collected, Contractor may, in its sole discretion, remove, transport and dispose of such Excluded Waste at a location authorized to accept such Excluded Waste in accordance with all applicable laws and charge the depositor or generator of such Excluded Waste all direct and indirect costs incurred due to removal, remediation, handling, transportation, delivery and disposal of such Excluded Waste. The City shall provide reasonable assistance to Contractor to conduct an investigation to determine the identity of the depositor or generator of the Excluded Waste and to collect the costs incurred by Contractor in connection with such Excluded Waste. Subject to the City’s providing such reasonable assistance to Contractor, Contractor shall release City from any liability for any such costs incurred by Contractor in connection with such Excluded Waste, except to the extent that such Excluded Waste is determined to be attributed to the City. In all events, title to and liability for any Excluded Waste shall remain with the generator of such Excluded Waste and shall at no time pass to the Contractor.

12. Promotion and Education: The Contractor will use its expertise, knowledge, time and fiscal resources to assist City staff in the transition to the Contractor's services being provided under this Agreement and to develop and execute a public education program to encourage waste reduction and diversion. Without limiting the generality of the foregoing, the Contractor shall:

i) work cooperatively with the City staff to develop and provide service-oriented information to customers to encourage waste reduction and diversion.

Specifically, not less than 30 days prior to the commencement of collection service under this Agreement, and again not less than 10 days prior to the commencement of such service, the Contractor shall, at no cost to the City, create the copy and design, and arrange for the production and delivery to the City of 3,000 copies of an 8-1/2” x 11” two-color flyer to be distributed by the City. The information contained in the flyer will be subject to the City manager’s approval and the flyer will inform City residents on the specifics of the Refuse and Recyclables collection program, including but not limited to the requirements related to the customer’s choice of service levels and cart sizes, a services and fee schedule, a collection schedule, a listing of what materials can go into the Recyclable Materials cart, instructions on the proper handling of the collection carts, instructions on what customers are to do with Refuse that does not fit into the collection bins, and other pertinent information.

ii) provide to the City from time to time, at its sole cost and expense, additional collateral materials for the City’s placement in customer billing statements, which materials will promote environmentally sustainable practices including recycling, waste reduction, re-use and resource conservation; and

iii) provide all refuse customers with a yearly calendar of pick-up dates and other special events sponsored by contractor.

iv) provide an Edgewater specific webpage with specific details on services offered and details on exactly what types of items can be recycled.

13. Customer Service Standards: Except with respect to the billings and collections for services provided and the scheduling of special service requests, the Contractor shall be responsible for providing all customer service functions including informing residents of current services and resolving customer complaints. The Contractor will maintain and adhere to the Customer Service Standards set forth in Exhibit C, attached hereto and incorporated herein by reference.

14. Compensation Payment Schedule: The Contractor shall bill the City monthly on an aggregate basis for all services provided in accordance with this Agreement. The Contractor will supply a billing report (in a format approved in advance by the City Manager) each month summarizing services provided, detailing any and all charges by address, and listing the addresses where the service level has been changed for use in adjusting the residents' utility bills. The total of the detailed report shall equal the aggregate amount billed to the City. The City shall pay each monthly billing within 30 days of receipt of the billing from the Contractor. The Contractor shall be paid for its services by the City irrespective of whether or not the City collects from its customer for such service. Any payments not made by the City on or before the due date shall bear interest at the 1.5% per month. The City will retain full auditing rights of the Contractor's accounting records as they pertain directly to this Agreement. All such information shall to the extent permitted by law be deemed as confidential.

15. CPI-Based Price Change:

i) Annually, effective on the anniversary date of this Agreement as first above written, the prices for the services set forth in Exhibits A, B and C hereto (but not any other prices, rates or charges set forth herein) which may be charged by the Contractor for the second and each subsequent year during the term of this Agreement shall be adjusted upward or downward to reflect changes in the cost of operations, as reflected by the previous twelve (12) months average change of the Consumer Price Index for All Urban Consumers, Denver/Boulder/Greeley Area, minus food and energy prices (the “CPI”), as published by the U. S.

Department of Labor, Bureau of Labor Statistics. As of the first day after the anniversary date of this Agreement, and every twelve (12) months thereafter (the “Rate Modification Date”), the fees shall be increased or decreased for the ensuing twelve-month period in a percentage amount equal to 100 percent of the percentage change of the CPI, or plus or minus ___ percent (____ %), whichever equals the lesser rate of change. A negative CPI will not be a cause for any refund due to the City of Edgewater for services provided prior to the last applicable Rate Modification Date, and a positive CPI shall not be cause for any additional payment due to the Contractor for services provided prior to the last applicable Rate Modification Date.

ii) As soon as possible after a Rate Modification Date, Contractor shall send to the City a comparative statement setting out: (1) the previous twelve month’s average change of the CPI, along with copies of the publications by the U.S. Department of Labor, Bureau of Labor Statistics, on which such CPI average change calculation is based; and (2) the increase or decrease in the fees which may be charged by the Contractor. On the next billing date after the receipt of the comparative statement, the City shall pay to the Contractor or the Contractor shall credit the City, as the case may be, a lump sum equal to any increase or decrease applicable to that portion of the current period which has elapsed and, thereafter, the fees charged by the Contractor shall be modified to reflect any change until a different comparative statement is received by the City.

iii) Any other provision of this Section 15 notwithstanding, if at any time during the term of this Agreement, there is adopted as Colorado law a statewide measure that limits the tax revenues of the City to an amount that is less than the tax revenues of the City prior to the adoption of the measure, then, from that point forward, there shall be no annual price increase that would result in prices pursuant to this Section 15 that are higher than the prices determined pursuant to this Section 15 at the last applicable point in time prior to the adoption of the measure, nor shall there be any fuel surcharge payable by the City pursuant to this Section 15.

16. City Billing and Collection. Except as may otherwise be specifically set forth herein with respect to direct charges by the Contractor to a customer, the City shall have the sole and exclusive authority to bill to and collect from its customers for services provided by the Contractor pursuant to this Agreement. Not less than thirty (30) days prior to the Contractor’s commencement of collection services under this Agreement, the City shall provide to the Contractor a list containing the name and address of each person or entity to be provided collection services under this Agreement. From time to time, the City may provide a written notice to the Contractor concerning the addition of new customers to be provided with collection services under this Agreement. The Contractor shall discontinue collection services at any address as set forth in a written notice to it by the City. Upon further written notification by the City, the Contractor shall resume collection services at any such address on the next regularly scheduled collection day.

17. Failure to Perform: The City expects high levels of customer and collection service.

Performance failures will be discouraged, to the extent possible, through liquidated damages for certain infractions and through default for more serious lapses in service provisions. Contractor agrees that, as to the matters set forth in Section 18 below, damage to the City and the public interests it protects are not susceptible to ready determination as to the dollar amount of such damage, and that the liquidated damage amounts that are set forth in Section 18 below are reasonable estimates as to the dollar amount of damage incurred in relation to each offending act or omission listed.

18. Liquidated Damages: Liquidated damages will be assessed if documented in an incident report presented by the City to the Contractor. Penalties will be deducted from the monthly payment made by the City to the Contractor. Disagreements will be subject to the review and resolution procedures as agreed upon by the parties.

Action or Omission Penalties Commencement of residential collection prior to __ a.m. or continuance after ____ p.m. except as expressly permitted by the City.

$100 per incident (each truck on each route is a separate incident).

Failure to collect spilled materials that the Contractor could have reasonably prevented from spilling or that the Contractor has knowledge of or has been notified of.

Twice the cost of cleanup to the City plus $1,000 each incident

Leakage from Contractor vehicles or vehicle contents.

$500 each vehicle, each inspection

Failure to collect any and all Refuse, Recyclable Materials and yard debris within one business day after notification, except in those circumstances addressed by Section 27, Force Majeure, of this Agreement. This does not include materials left because resident failed to make payment arrangements for bulky items or failed to properly prepare for pick-up. Contractor's "Not-Out" report which is generated on route and time-stamped shall be a defense in cases of reported failures to make collections.

$250 each incident.

Collection from residential premises on other than the day specified excluding inclement weather, holiday schedule or Force Majeure as set forth in Section 27.

$50 per structure

Collection as Refuse of properly prepared Recyclables.

$1,000 per incident

Misrepresentation by Contractor in records or reporting.

$1,500 per incident

Failure to license collection vehicles in accordance with applicable legal requirements

$250 per vehicle per occurrence

Any part of the foregoing notwithstanding, the City has the right to exercise any and all remedies it may have with respect to these and other violations of the City codes, laws, rules and regulations and breaches of this Agreement. Any schedule of penalties shall not affect the City's ability to terminate this Agreement for breach.

19. Contract Default: The Contractor shall provide a performance bond in the amount of

$100,000 or equal to the cost of three month's service to the City, whichever is greater, to provide for the costs to the City and the performance of this Agreement in the event of a Contractor’s default.

20. Effective Date; Term; Commencement of Services: This Agreement shall be deemed effective on the date executed by the Mayor and City Clerk on behalf of the City, after proper execution by the Contractor (the “Commencement Date”). This Agreement shall continue in effect for a period of _______ years from the Commencement Date, unless terminated by either party as provided herein.

21. Non-Appropriation; Condition Precedent: The City's financial obligations under this

Agreement are from fiscal year to fiscal year only, and any financial obligation shall be subject to annual appropriation in the sole and absolute discretion of the Edgewater City Council. Nothing in this Agreement shall be deemed or construed as creating a multiple fiscal year obligation on the part of the City within the meaning of the Colorado Constitution, Article X, Section 20. Any failure of the City Council annually to appropriate adequate monies to finance the City’s obligations under this Agreement shall terminate this Agreement at such time as such then-existing appropriations are to be depleted. Notice shall be given promptly to Contractor of any failure of the City Council to appropriate such adequate monies.

22. Termination.

i) In the event of a failure by Contractor to perform any material provision of this Agreement, the City shall give written notice of such breach to the Contractor along with at least thirty (30) days (the “cure period”) to correct such breach. City may terminate this Agreement after such cure period if Contractor has not adequately corrected such breach in accordance with this Agreement and City so notifies Contractor in writing of such termination action. At such time, City shall pay Contractor only all charges and fees for the services performed on or before such termination date. Thereafter, in the event such termination occurs during the initial term of this Agreement, City, as its sole and exclusive remedy, may exercise its rights under Contractor’s performance bond, and procure the services of another waste services provider to complete the work covered under this Agreement for the remainder of the time period covered by the initial term of this Agreement or for such time period as the dollar amount of the bond may allow for. Except for such right during the initial term of this Agreement, following any such termination and the final payment from the City to the Contractor, neither party shall have any further obligation under this Agreement other than for claims for personal injuries or property damage as expressly provided in this Agreement and arising prior to such termination date. In addition, the City may terminate this Agreement at any time and for any reason upon sixty (60) days written notice to Contractor, provided that, at the time of such termination, the City shall pay to the Contractor all amounts due and owing for Contractor’s services provided up to the date of termination.

ii) In the event of a failure by City to perform any material provision of this

Agreement, the Contractor shall give written notice of such breach to the City along with at least thirty (30) days (the “cure period”) to correct such breach. Contractor may terminate this Agreement after such cure period if City has not adequately corrected such breach in accordance with this Agreement and Contractor so notifies City in writing of such termination action. At such time, City shall pay Contractor for all charges and fees for the services performed on or before such termination date. Thereafter, following any such termination and the final payment from the City to the Contractor, neither party shall have any further obligation under this Agreement other than for claims for personal injuries or property damage as expressly provided in these terms and arising prior to such termination date.

23. Independent Contractor: The Contractor, and any persons employed by the Contractor for the performance of work hereunder, shall at all times be independent contractors and not the employees or agents of the City. As independent contractors, the Contractor and its employees are not entitled to workers' compensation benefits except as maybe provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by the Contractor or some other entity. Except as specifically set forth otherwise in this Agreement, the Contractor is responsible for all federal and state income tax, and other applicable taxes, on any moneys earned by or paid to the Contractor pursuant to this Agreement. The Contractor shall be responsible and pay for all the following:

A. Services of the drivers, their assistants, and any other personnel involved in any services rendered under this Agreement; and

B. For assuring that each driver involved in any services rendered under this Agreement holds a valid commercial driver's license issued by the State of Colorado; and

C. Expenses, maintenance, and operations of the trucks and any other equipment involved in any services rendered under this Agreement; and

D. For compliance by Contractor and its agents and employees at all times with all laws, ordinances, rules, and regulations pertaining to the services rendered under this Agreement, and assuring such compliance by the drivers, their assistants, and any other personnel involved in any services under this Agreement.

24. Insurance Requirements:

A. The Contractor agrees to procure and maintain, at its own cost, the following policies of insurance. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to this Agreement by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types.

B. The Contractor shall procure and maintain, and shall cause any subcontractor performing work pursuant to this Agreement to procure and maintain or insure the activity of the Contractor's subcontractors in the Contractor's own policy, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurers reasonably acceptable to the City. All coverages shall be continuously maintained from the date of commencement of services hereunder. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

(1) Worker's Compensation insurance in an amount sufficient to cover obligations imposed by the Worker's Compensation Act of Colorado and any other applicable laws for any such employee engaged in the performance of work under this Agreement.

(2) Comprehensive General Liability insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000) each occurrence and FOUR MILLION DOLLARS ($4,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall be on an occurrence basis, and shall contain a severability of interests’ provision and a waiver of subrogation.

(3) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate with respect to each of the Contractor’s owned, hired or non-owned vehicles assigned to or used in performance of the services. The policy shall be on an occurrence basis, and shall contain a severability of interests’ provision and a waiver of subrogation.

C. The policies required above, except for the Workers' Compensation insurance, shall be endorsed via blanket form to include the City and its officers and employees as additional insureds, but only to the extent of Contractor’s negligence and not the negligence of the City, its officers and employees.