R-14-02VILLAGE OF DEERFIELD
LAKE AND COOK COUNTIES, ILLINOIS
RESOLUTION NO. R -14 -2
A RESOLUTION AUTHORIZING THE AWARD
OF A COMMERCIAL WASTE FRANCHISE TO
TO LAKESHORE RECYCLING SYSTEMS, INC.
WHEREAS, the Village of Deerfield is authorized pursuant to Section 11 -19 -1 of the
Illinois Municipal Code, 65 ILCS 5/11 -19 -1 (the "Act'), to award a franchise in the manner
provided by Section 11 -19 -1 to a private entity for the collection of waste from non - residential
locations in the Village; and,
WHEREAS, the Village of Deerfield held a public hearing on June 17, 2013 to consider the
advisability of issuing a request for proposals ( "RFP ") and awarding a franchise to a private entity to
provide commercial solid waste collection services from all non - residential locations within the
Village of Deerfield; and,
WHEREAS, written notice of said public hearing held on June 17, 2013 was duly provided
by certified mail on or about May 10, 2013 to all private entities that provide non - residential waste
collection services within the Village, and that the Village could identify through it public records;
and,
WHEREAS, public notice of said public hearing held on June 17, 2013 was published in the
Pioneer Press — Deerfield Review on May 16, 2013
WHEREAS, the Village of Deerfield issued an RFP on July 8, 2013 seeking proposals
submitted on or before September 9, 2013 for the provision of solid waste collection service to non-
non - residential customers within the Village; and,
WHEREAS, the Village received responses to its RFP from private entities interested in
providing commercial solid waste collection services to non - residential customers within the Village
Village on or before September 9, 2013; and,
WHEREAS, public notice was published in the Pioneer Press — Deerfield Review and in the
Lake County News — Sun more than thirty (30) days in advance of the January 6, 2014 public
hearing that the Village would conduct a public hearing on January 6, 2014 seeking comments at on
the advisability of awarding a franchise to a private entity for the collection of waste from non-
residential locations within the Village, and on the award of such a franchise to Lakeshore Recycling
Systems, Inc; and,
WHEREAS, the Village held a public hearing on January 6, 2014 seeking comments on the
advisability of awarding a franchise to a private entity for the collection of waste from non-
residential locations within the Village, and on the award of such a franchise to Lakeshore Recycling
Systems, Inc, and, among other things, disclosed and discussed that the Village would not receive a
franchise fee under the proposed commercial waste collection franchise; and,
WHEREAS, the corporate authorities of the Village of Deerfield have determined that it is
in the best interests of the Village of Deerfield to award a franchise to Lakeshore Recycling Systems,
Inc. for the provision of commercial solid waste collection services from non - residential locations
within the Village of Deerfield pursuant to the Commercial Solid Waste Services Agreement
between Village of Deerfield and Lakeshore Recycling Systems, Inc., attached hereto as Exhibit A
(the "Agreement'); and,
WHEREAS, said Agreement further provides that the provision of commercial solid waste
collection services from non - residential locations within the Village of Deerfield pursuant to said
Agreement will commence not sooner than May 1, 2015;
2-
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in
the exercise of its home rule powers, as follows:
SECTION 1: That the above and foregoing recitals, being material to this Resolution, are
hereby incorporated and made a part of this Resolution as if fully set forth herein.
SECTION 2: Pursuant to Section 11 -19 -1 of the Illinois Municipal Code, the President and
Board of Trustees of the Village of Deerfield do hereby authorize and approve the award of a
franchise to Lakeshore Recycling Systems, Inc. for the provision of commercial materials collection,
transportation, recycling and disposal services for non - residential customers within the Village of
Deerfield as provided in said Agreement.
SECTION 3: That the Village President and Village Clerk be and they are hereby
authorized and directed to execute and attest said Agreement for and on behalf of the Village of
Deerfield.
SECTION 4: That this Resolution, and each of its terms, shall be the effective legislative act
of a home rule municipality without regard to whether such Resolution should: (a) contain terms
contrary to the provisions of current or subsequent non - preemptive state law; or, (b) legislate in a
manner or regarding a matter not delegated to municipalities by state law. It is the intent of the
corporate authorities of the Village of Deerfield that to the extent that the terms of this Resolution
should be inconsistent with any non - preemptive state law, this Resolution shall supersede state law
in that regard within its jurisdiction.
SECTION 5: That this Resolution shall be in full force and effect upon its passage and
approval as provided by law.
PASSED this 21st day of January 2014.
-3-
AYES:Benton, Farkas, Jester, Nadler, Seiden, Struthers
NAYS: None
ABSENT: None
ABSTAIN: None
APPROVED this 21st day of January 2014.
ATTEST:
V page Jerk
C!
Village Pr sident
COMMERCIAL SOLID WASTE SERVICES AGREEMENT
BETWEEN
VILLAGE OF DEERFIELD
AND
LAKESHORE RECYCLING SYSTEMS, INC.
DATED: January 21, 2014
TABLE OF CONTENTS
Page
PREAMBLE,
_
ARTICLE I
DEFINITIONS
Section 1.1
Definitions
I
Section 1.2
Rules of Construction
3
ARTICLE 11
SCOPE OF SERVICES
Section 2.1
Commercial Services
3
Section 2.2
Private Services
3
Section 2.3
Revenue Collection
3
Section 2.4
Excluded Services
3
Section 2.5
Exempted Services _ _ _
4
Section 2.6
Modification of Required Services
4
Section 2.7
Integration of RFP
4
ARTICLE III
TERM OF SOLID WASTE & RECYCLING SERVICES AGREEMENT
Section 3.1
Term of Agreement . ._
4
ARTICLE IV
SOLID WASTE COLLECTION AND DISPOSAL.
Section 4.1
Commercial Service
5
Section 4.2
Private Service
5
Section 4.3
Schedule and Location of Collection
5
Section 4.4
Disposal
6
Section 4.5
Solid Waste Collection Data _ _
7
ARTICLE V
COMPENSATION
Section 5.1
Commercial Service
8
ARTICLE VI
REVENUE COLLECTION
Section 6.1
Billing of Accounts -__
Section 6.2
Commercial Service _
9
Section 6.3
Private Service
9
ARTICLE VII
TITLE TO COMMERCIAL MATERIALS
Section 7.1
Title to Commercial Materials
10
ARTICLE VIII
RECYCLABLE MATERIALS
Section 8.1
Recyclable Materials Collection Service
10
Section 8.2
Recycling Marketing and Education,
1 I
ARTICLE IX
CUSTOMER SERVICE STANDARDS
Section 9.1
Service Options; Changes in Service
1 1
Section 9.2
Office and Telephone
Section 9.3
Minimum Customer Service Standards
I l
Section 9.4
Customer Service Survey
13
Section 9.5
Liaison
13
ARTICLE X
BREACH; EVENTS OF DEFAULT AND REMEDIES
Section 10.1
Breach by Contractor
13
Section 10.2
Events of Default and Remedies of Village
14
Section 10.3
Force Majeure_
16
ARTICLE X1
INSURANCE AND INDEMNIFICATION
Section 11.1
Insurance
16
Section 11.2
Indemnification
16
ARTICLE X11
MISCELLANEOUS
Section 12.1
Non - Assignability
17
Section 12.2
Equal Employment Opportunity
17
Section 12.3
Prevailing Wages _
19
Section 12.4
Performance Bond
19
Section 12.5
Equipment to be Used by Contractor _
_ 20
Section 12.6
Compliance with Laws
20
Section 12.7
Care and Performance
20
Section 12.8
No Alcohol or Drugs_
21
Section 12.9
Non - Waiver
21
Section 12.10
Governing Law
21
Section 12.11
Severability
21
Section 12.12
Entire Agreement
21
Section 12.13
Notices
22
Section 12.14
Publicity
22
Section 12.15
No Interpretation against Drafter _ .. _ _ _ _
23
Section 12.16
Independent Contractor _ _ _
23
EXHIBITS
EXHIBIT A Pricing
Sheets
EXHIBIT B Insurance
Provisions
EXHIBIT C Form
of Performance Bond
This Solid Waste & Recycling Services Agreement ( "Agreement') is made and entered into as of the
day of , 20 by and between Lakeshore Recycling Systems, Inc., (the "Contractor ") and
the Village of Deerfield, Illinois (the "Village ").
PREAMBLE
WHEREAS, the Village, in order to protect the public health and welfare of its residents and
commercial, industrial, and institutional entities, has deemed it necessary to collect, transport and dispose
of Commercial Materials; and
WHEREAS, the Village is authorized pursuant to the provisions of Section 11 -19 -1 of the Illinois
Municipal Code (65 ILCS 5/11 -19 -1) to provide for the method or methods of collection, transportation
and disposal of municipal waste located within its boundaries and to provide that the method chosen may
be the exclusive method to be used within its boundaries; and
WHEREAS, the Village desires to provide municipal waste collection, transportation and
disposal services to its, commercial, industrial, and institutional entities, and to impose on its
commercial, industrial and institutional entities rates and charges relating to such services; and
WHEREAS, the Village has determined that it is in the best interests of its commercial,
industrial, and institutional entities to contract with a single waste hauler to collect, transport and dispose
of (or sell) Commercial Materials at a facility or facilities mutually agreed upon by the Village and the
Contractor; and
WHEREAS, the Contractor, pursuant to the terms of this Agreement and on behalf of the Village,
is willing to collect, transport and dispose of (or sell) Commercial Materials at a facility or facilities
mutually agreed upon by the Village and the Contractor;
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein
contained:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions
Whenever used in this Agreement, the following terms shall have the following meanings unless
a different meaning is required by the context:
a) 'Breach" means a breach of this Agreement by either the Village or the Contractor, in a
manner described in Sections 10.1 or 10.2 of this Agreement.
b) "Village" means the Village of Deerfield, Illinois.
C) "Village Code" means "The Deerfield Code, Chapter 12," as amended.
d) "Commercial Service" has the meaning set forth in Section 2.1 of this Agreement.
e) "Commercial Materials" means Municipal Waste, Recyclable Materials, Landscape
Waste, Organic Material and any other similar materials.
f) "Contractor" means Lakeshore Recycling Systems, Inc., an Illinois corporation, and its
successors and assignees.
g) "Customer" means an individual commercial, industrial, or institutional entity that is not
otherwise receiving garbage, recycling, and /or organic material hauling services through
a Village franchise agreement and that is authorized by law to receive such franchise
services from the Village.
h) "Event of Default' means a declaration of default by either the Village or the Contractor,
as described in greater detail in Article X of this Agreement.
"Franchise Territory" means all territory within the corporate limits of the Village of
Deerfield.
j) "Landscape Waste" means all accumulations of grass or shrubbery cuttings, leaves, tree
limbs aquatic weeds, and other material accumulated as the result of the care of lawns,
shrubbery, vines and trees, and as otherwise described at 415 ILCS 5/3.270.
k) "Municipal Waste" means garbage, refuse, industrial, lunchroom or other waste, and
other material described at 415 ILCS 5/3.290 resulting from operation of residential,
municipal, commercial or institutional establishments and from community activities;
provided, however, that "Municipal Waste" shall not include Recyclable Materials or
Organic Material.
1) "Organic Material' means food scraps as described at 415 ILCS 5/3.197, and Landscape
Waste as defined herein.
M) "Prior Rate" shall mean the rate paid by a Customer in the calendar month prior to the
date on which the Contractor commenced the provision of Commercial Services to that
Customer, for services similar to the Commercial Services.
n) "Private Service" means the collection of refuse and waste by the Contractor from
Customers, that is not provided as Commercial Service, but which is provided pursuant to
separate agreements or arrangements between a Customer and the Contractor.
o) "Recyclable Materials" means aluminum cans, tin, steel and bi -metal cans; clear, green
and brown glass bottles and jars; newspapers, magazines, and mixed papers (junk mail,
chipboard, white and colored paper, brown Kraft paper bags); corrugated cardboard, #1
PETE plastic containers and 42 HPDE plastic containers, #345 plastic containers and
bags, aseptic beverage containers, six -pack rings and twelve -pack bands, organic
material, and any other material or materials which the Village and Contractor mutually
identify as a 'Recyclable Material" subsequent to the execution of this Agreement,
pursuant to Section 8.1(d) of this Agreement.
P) "State" means the State of Illinois
q) "SWALCO" means the Solid Waste Agency of Lake County.
Section 1.2 Rules of Construction
a) Grammatical Usage and Construction. In construing this Agreement, feminine or neuter
pronouns shall be substituted for those masculine in form and vice versa, and plural terms
shall be substituted for singular and singular for plural, in any place in which the context
so requires.
b) Defined Terns. All capitalized words and phrases throughout this Agreement shall have
the meanings set forth in Section I.I and the other provisions of this Agreement.
C) Headines. The headings, titles, and captions in this Agreement have been inserted only
for convenience and in no way define, limit, extend, or describe the scope or intent of this
Agreement.
d) Calendar Days. Unless otherwise provided in this Agreement, any reference in this
Agreement to "day" or "days" shall mean calendar days and not business days. If the
date for giving of any notice required to be given, or the performance of any obligation,
under this Agreement falls on a Saturday, Sunday, or federal holiday, then the notice or
obligation may be given or performed on the next business day after that Saturday,
Sunday, or federal holiday.
ARTICLE II
SCOPE OF SERVICES
Section 2.1 Commercial Services
The Contractor shall provide, pursuant to this Agreement, complete service for designated
collection from commercial, industrial, or institutional entities within the Franchise Territory, and,
transportation and disposal (or sale) of, Commercial Materials at the facility or facilities determined by
the Village (for the landfilling of Municipal Waste) or as mutually agreed upon by the Village and
Contractor (for Recyclable Materials and Organic Material) from Customers (collectively, the
"Commercial Services "). The Contractor shall be the sole and exclusive provider of Commercial Services
under this Agreement.
Section 2.2 Private Services
The Contractor shall, on its own behalf (and not on behalf of the Village ), provide for the
collection, transportation and disposal of all Private Service waste in accordance with the provisions of
Section 4.2 of this Agreement.
Section 2.3 Revenue Collection
The Contractor shall, pursuant to this Agreement, provide revenue collection services in
accordance with Article VI for all Commercial Services provided under this Agreement.
Section 2.4 Excluded Services
Notwithstanding any provision of this Agreement to the contrary, the following services are not
included within this Agreement:
a) Solid waste collection, transportation and disposal from all single - family and multi-
family and townhome dwellings within the Village;
b) Temporary roll -off services;
C) Temporary construction /demolition debris collection and disposal services; and
d) Commercial Services otherwise exempt from this Agreement by the Village Code, as it
may be amended from time to time.
Section 2.5 Exempted Services
Solid waste collection, transportation and disposal from any commercial, industrial and
institutional Customers within the Village are not included within this Agreement if the Village approves
the exemption of any such services under the terns of the applicable provisions of the Village Code.
Section 2.6 Modification of Required Services
The Village reserves the right to adjust or expand the scope of the Commercial Services required
under this Agreement, upon thirty (30) days prior written notice to the Contractor, to accommodate
changes in the definition of Commercial Materials or changes in the scope of services provided by
SWALCO. The Village and the Contractor agree to negotiate an equitable adjustment to the Contractor's
compensation under this Agreement required as a result of any adjustment or expansion of the scope of
the Commercial Services.
Section 2.7 Integration of RFP
The terms of the Request for Proposals issued on July 8, 2013 ( "RFP ") are hereby incorporated as
if fully set forth herein. Should any terns of the RFP directly conflict with the terms of this Agreement,
the terns of this Agreement shall control.
ARTICLE III
TERM OF SOLID WASTE & RECYCLING SERVICES AGREEMENT
Section 3.1 Term of Agreement
The initial term of this Agreement shall commence on May 1, 2015 ( "Commencement Date "),
and end on April 30, 2020. Upon the mutual written consent of both parties, this Agreement can be
extended for one -year periods for up to five (5) additional calendar years. In accordance with the Illinois
Municipal Code (65 ILCS 5/22 -19 -1) the Commencement Date for services under this Agreement shall
not begin until 15 months after the date the Village approves this Agreement, which is accounted for in
the Commencement Date established in this section.
At the end of any contract term the Village reserves the right to extend this Agreement for a
period of up to ninety (90) days for the purpose of arranging to place a new contract in effect.
ARTICLE IV
SOLID WASTE COLLECTION AND DISPOSAL
Section 4.1 Commercial Service
a) Commercial Materials shall be collected by the Contractor in accordance with the
schedule provided in Section 4.3 of this Agreement, and transported in accordance with
Section 4.4 of this Agreement.
b) Beginning on the Commencement Date, the Contractor shall provide Commercial
Services to all Customers within the Village which have not been approved for an
exemption in accordance with Section 2.5 of this Agreement.
Section 4.2 Private Service
a) In addition to the Commercial Services provided by the Contractor under Section 4.1 of
this Agreement, the Contractor may also make available, to all Customers, Private
Service for all types of solid waste not otherwise covered by this Agreement, including,
but not limited to, Hazardous Waste as defined by the Resource Conservation and
Recovery Act, 42 U.S.C. § §6901- 6992k.
b) For services provided pursuant to this Section 4.2, the Contractor agrees to keep available
tractor loaders, trailers, and other necessary equipment. Upon the request of a Customer,
the Contractor shall furnish an estimate for the cost of removal of any materials in
connection with Private Services to be provided by the Contractor.
C) Nothing in this Agreement provides for exclusive rights of the Contractor to provide
Private Service in the Village.
Section 4.3 Schedule and Location of Collection
a) Commercial Materials shall be collected in compliance with all applicable provisions of
the Village Code. The Contractor acknowledges that the Village may amend certain
provisions of the Village Code in conjunction with the Village's consideration of the
award of this Agreement, and agrees to comply with all applicable provisions of the
Village Code, as may be amended.
b) Private Service waste shall be collected in accordance with the provisions of Section 4.2
of this Agreement on days to be mutually agreed upon by the respective Customer and
the Contractor, and in compliance with all applicable provisions of the Village Code.
C) The Village agrees to cooperate in providing information, if any, relating to property
vacancies or any other information that will assist the Contractor in the performance of its
obligations under this Agreement.
d) The Contractor shall use its best efforts to provide Customer the level, quality and timing
of Private Service as provided in Contractor's agreement with Customer.
Section 4.4 Disposal
a) Municipal Waste.
b)
1) Municipal Waste shall be removed from the Village at the close of each day of
collection, and shall be disposed of at one or more SWALCO- designated
lawfully operated pollution control facilities at the Contractor's sole cost and
expense.
2) The Contractor acknowledges that the SWALCO- designated facilities in
operation as of the effective date of this Agreement are the Countryside Landfill
in Grayslake, the Veolia/Zion Landfill in Zion, the Pheasant Run Landfill in
Kenosha County, Wisconsin, the Livingston Landfill in Livingston County,
Illinois, the Lee County Landfill in Lee County, Illinois, and the Newton County
Landfill in Newton County, Indiana. Notwithstanding the foregoing, the Village
reserves the right to direct the Contractor to dispose of all Municipal Waste at an
alternate pollution control facility.
3) The Contractor may request authorization to deliver Municipal Waste collected
pursuant to this Agreement to another pollution control facility. The Contractor
shall be required to present to the Village sufficient information relating to such
other pollution control facility to demonstrate that its operations and experience
are comparable in terms of environmentally effective practices and cost to the
pollution control facilities designated from time -to -time pursuant to Section
4.4(a)(2). The Village shall exercise its reasonable judgment in determining
whether such other pollution control facility satisfied the environmental and
economic objectives of the Village as they may be established from time -to -time.
Recyclable Materials
I) All Recyclable Materials shall be collected, separated and otherwise treated so as
to facilitate the sale of Recyclable Materials to end -use markets or to Recyclable
Material brokers. All collected Recyclable Materials shall be recycled regardless
of the income received or the cost to the Contractor resulting from the sale of the
Recyclable Materials.
2) The Contractor shall deliver all collected Recyclable Materials to a recycling
facility of its choice and shall notify the Village in writing of the designation of
such facility and shall further notify the Village in writing if a new recycling
facility is selected to receive the Village's Recyclable Materials.
Notwithstanding the foregoing, the Village reserves the right to designate an
alternate recycling facility that, in the sole opinion of the Village, provides
greater financial benefits to the Village.
3) No Recyclable Materials may be deposited in a landfill or waste incinerator.
4) All Recyclable Materials shall be collected commingled (i.e., single stream) from
the Customers.
C) Organic Material.
1) All Organic Material shall be disposed of in a lawful manner
2) Not less than 60 days prior to the date on which the Contractor commences
disposal of Organic Material at a particular location, the Contractor shall notify
the Village in writing of the designation of such location. Notwithstanding the
foregoing, the Village reserves the right to reject any proposed location, or to
direct the location of disposal to an alternate Organic Material facility that, in the
sole opinion of the Village, is more cost effective than the facility previously
being used by the Contractor under this Agreement.
3) No Organic Material may be disposed of at a landfill or solid waste incinerator,
unless otherwise authorized by the Illinois Environmental Protection Act (415
ILCS 511 et seq.) and approved in advance and in writing by the Village.
d) In the event that the Village directs the disposal of any Commercial Materials to any
alternate facility pursuant to this Section 4.4, the Village and the Contractor agree to
establish an equitable adjustment to the Contractor's compensation under this Agreement
as a result of an increase or decrease in realized costs.
Section 4.5 Solid Waste Collection Data
a) The Contractor shall provide to the Village, on a quarterly basis, a report on: (i) the
quantity (in tons) of all commercial solid waste collected within the Village; (ii) recycling
diversion data, including the quantity (in tons) of commercial recyclables and organic
materials recycled and composted, and the number of business accounts that have
recycling containers; and (iii) a breakdown of the number of Customers.
b) The Contractor shall prepare and deliver to the Village, at least once every 12 calendar
months, a service matrix, which shall include, without limitation: the name, service
address, billing address (if different), contact person, telephone number and fax number
of each Customer; the type and quantities of containers located on each Customer's site;
the frequency of collections from each site; and an itemization of the days of collections
and the current service rate applicable to each Customer.
C) The Contractor acknowledges and agrees that program data and other public information
will be provided by the Village to each Customer upon request.
7
ARTICLE V
COMPENSATION
Section 5.1 Commercial Service
a) For providing for, pursuant to this Agreement, the collection, transportation and disposal
(or sale) of Commercial Materials at a facility or facilities determined by the Village, and
for providing revenue collection services, the Contractor shall receive as compensation
from each Customer the rates set forth in Exhibit A attached to this Agreement, except as
provided in Section 5.1(b) of this Agreement, and as adjusted pursuant to Section 5.1(c)
of this Agreement.
b) Notwithstanding the rates set forth in Exhibit A to this Agreement, if a Customer's Prior
Rate is lower than the applicable rate set forth in Exhibit A, that Customer shall not be
charged more than its Prior Rate for the Commercial Services during the period from the
Commencement Date through and including April 30, 2016. Beginning on May 1, 2016,
all such Customers shall have their Prior Rates adjusted pursuant to Section 5.1(c) of this
Agreement. In order to be eligible for this Section a Customer must have entered into a
contract that established the Prior Rate on or before January 1, 2014.
C) The rates identified in Exhibit A will adjust annually based on the change in the 12
previous months (January through December) Consumer Price Index (CPI -U) for
Chicago- Kenosha -Gary - All Items, each May , beginning in 2016; provided, however,
that the adjustment made pursuant to this Section 5.1(c) shall not be less than 2 %, nor
more than 3.5 %. The Contractor shall notify the Village and any Customer within the
Village in writing at least sixty (60) days prior to the effective date of any proposed
increase in charges and such increase in charges shall not be effective until approved by
the Village in writing as complying with the terms of this Agreement.
In the event there is a change in a federal, state or local law that increases the taxes or
surcharges (not including private host agreements), the parties agree to negotiate a price
adjustment if warranted. The Contractor shall notify the Village of such a change in law
and shall submit documentation of the cost increases and the resulting impact on rates in
Exhibit A. The parties will have sixty (60) days to mutually agree on a price adjustment
for future services pursuant to this Agreement. If no agreement to a price adjustment is
reached, then either party may terminate this Agreement upon 180 days notice.
d) The Contractor acknowledges and agrees that pursuant to Exhibit A of this Agreement,
there shall be no charge for the weekly collection of Recyclable Materials from any
individual Customer using up to and including a four (4) four cubic yard container. All
other collections of Recyclable Materials shall be charged at the rates set forth in Exhibit
A of this Agreement, including, without limitation, collections from Customers using
multiple collection containers.
e) The Contractor is responsible for determining if each Customer is receiving sufficient
service in terms of frequency of collection and on -site containers, as required by the
Village Code. If the Contractor deems that the capacity of on -site storage at the site of a
Customer is exceeded regularly, it shall recommend to the Customer an increase in
collection frequency or an upgrade of the container size.
f) In the event that a Customer is unable to utilize any of the containers identified in Exhibit
A of this Agreement, the Contractor shall charge that Customer pro -rated rates for the
provisions of the Commercial Services, based upon the size and type of containers
utilized by that Customer. Such pro -rated rates are subject to approval by the Village,
which approval shall not be unreasonably withheld.
g) The Contractor shall allow Customers to change their level of service, including changing
the size of the collection containers and /or frequency of service, at no charge. Any
Customer requesting a change in container due to its aesthetics or odor may be charged
an exchange fee of $25 per container.
ARTICLE VI
REVENUE COLLECTION
Section 6.1 Billing of Accounts
Commercial Services provided under Section 4.1 of this Agreement are provided by the
Contractor, pursuant to this Agreement. The Contractor shall perform, on a monthly basis in advance of
services provided and pursuant to this Agreement, the billing and collection of Customers of all rates and
charges relating to such Commercial Services. The Contractor may impose a late fee on accounts that are
past due at least 45 days from the due date of the invoice. The maximum late fee penalty shall be 1.5%
per month. The Contractor shall have the right to suspend service on all accounts that reach a past due
balance of 60 days from the due date of the invoice, but must first notify the Village of all delinquent
accounts where service may be affected or suspended at least 15 days prior to any suspension of service.
Section 6.2 Commercial Service
The Contractor shall, on a monthly basis, bill each Customer an amount payable for the
collection, transportation and disposal (or sale) of Commercial Service waste and recycling for the
following month. Each bill shall be payable by the Customer within thirty (30) days.
Section 6.3 Private Service
The Contractor may, but is not required to, include as an item on each Customer's bill an amount
payable to the Contractor for the collection, transportation, and disposal of Private Service waste. The
Contractor shall retain all amounts collected from each commercial entity pursuant to this Section 6.3.
Alternatively, the Contractor may bill Customer separately for Private Service.
ARTICLE VII
TITLE TO COMMERCIAL MATERIALS
Section 7.1 Title to Commercial Materials
The Contractor shall retain title to all Commercial Materials collected pursuant to this Agreement.
ARTICLE VIII
RECYCLABLE MATERIALS
Section 8.1 Recyclable Materials Collection Service
a) Commercial Recycling Service. The Contractor shall collect and manage Recyclable
Materials in accordance with Article IV of this Agreement.
b) Recyclable Materials Collection Data. The Contractor shall provide to the Village and
SWALCO a quarterly report on the weight (in tons) of all Recyclable Materials collected
from Customers under this Agreement. The report shall also contain an approximate
count of the number of Customers from which Recyclable Materials have been collected,
in order to determine participation and diversion rates.
C) The Village shall have the right to add materials to the list of Recyclable Materials listed
in Section 1.1(0) of this Agreement, pending the availability of disposal or resale markets
for the added materials and the prior approval of the Contractor.
d) The Contractor, pursuant to this Agreement, shall ensure that all Recyclable Materials
collected are properly processed and marketed. No collected Recyclable Materials shall
be landfilled or incinerated, unless advance authorization to do so is given by the
corporate authorities of the Village.
C) The Contractor shall sell all Recyclable Materials, other than Organic Material , that arc
collected under this Agreement. If changes in the market for the sale of any particular
Recyclable Material makes continued collection of such Recyclable Material not
economically feasible, the Contractor shall consult with the Village regarding the market
changes of the affected Recyclable Material. The Village may, in its discretion, agree to
remove from the list of Recyclable Materials any economically infeasible item upon such
market change.
f) The Contractor agrees to meet periodically with representatives from the Village and the
Deerfield business community to: (1) review the provision of commercial recycling
pursuant to this Agreement; and (2) discuss the implementation of alternative approaches,
programs and partnerships to improve the quality, quantity, and efficiency of commercial
recycling and other sustainability initiatives within the Village.
g) The Contractor shall, at no additional cost to the Village, Customers or Village residents,
host and provide one (1) paper shredding event annually at a mutually agreeable date,
time and location for the Village of Deerfield to shred papers and files for disposal as
Recyclable Materials.
h) The Contractor at no additional cost to the Village, Customers or Village residents collect
and dispose of Recyclable Materials deposited in public recycling containers in the
downtown area purchased and provided by the Village, as needed.
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Section 8.2 Recycling Marketing and Education
The Contractor shall make reasonable efforts to encourage all Customers to participate in the
weekly collection of Recyclable Materials. Such reasonable efforts shall include without limitation
meeting personally with representatives of each eligible Customer to provide each such Customer with
information regarding recycling services under this Agreement. It is expected that: (a) by April 30, 2016
and at the end of each service year thereafter, at least 50% of all Customers will be receiving services
from Contractor for the weekly collection of Recyclable Materials, and (b) by April 30, 2017, at least
75% of all Customers will be receiving services from Contractor for the weekly collection of Recyclable
Materials. In the event that the Customer participation rate in the service providing weekly collection of
Recyclable Materials does not average at least 75% [as reflected in the quarterly reports to be provided
pursuant to Section 8.1(b)] by April 30, 2017, then Contractor shall meet with the Village on a semi-
annual basis to review recycling participation among Customers and identify additional steps and
programs that Contractor could reasonably undertake to enhance participation among Customers in the
collection of Recyclable Materials.
ARTICLE IX
CUSTOMER SERVICE STANDARDS
Section 9.1 Service Options; Changes in Service
The Contractor at its expense, shall be required to develop, print and distribute to all existing
Customers, prior to the Commencement Date, and to all new Customers establishing regular service
during the term of this Agreement, a brochure approved by the Village explaining the solid waste and
recycling programs provided under this Agreement and the procedures for the Customers to modify or
cancel the services provided by the Contractor. The brochure shall be updated and distributed whenever
there is a change in the service or programs provided, or as directed by the Village.
Section 9.2 Office and Telephone
The Contractor shall maintain an office and telephone, toll free, for receipt of service calls or
complaints, and shall be available for such calls on all business days from 7:00 a.m. to 5:00 p.m. The
Contractor shall retain the services of at least one temporary full -time customer service representative to
handle the addition of Customers to the Contractor's service base during the first ninety days of the term
of this Agreement. Additional customer service representatives shall be added as necessary to meet the
minimum customer service standards set forth in Section 9.3 of this Agreement.
Section 9.3 Minimum Customer Service Standards
a) Complaints Generally. The Contractor shall cooperate with the Village in minimizing
complaints from the Customers. A consistent pattern of failure to address complaints, or
violations of Sections 9.3(a) through 9.3(h) of this Agreement (defined as having two (2)
or more meritorious Customer complaints in a month that are referred to the Village per
Section 9.3(d)), shall entitle the Village to exercise the remedies provided to it pursuant
to Articles IX or X of this Agreement. A meritorious Customer complaint is defined as a
complaint determined by the Village Manager to constitute: (i) a failure by Contractor to
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provide a Customer with Commercial Service or Private Service in compliance with this
Agreement, and (ii) a failure by the Contractor to respond to the Customer complaint as
required under Section 9.3(c).
b) Contractor shall enter, log and maintain records of all complaints and their resolution in
computerized format. At Village's request, Contractor shall immediately e -mail Village
records of such complaints and their resolution.
C) Initial Response. The Contractor shall give prompt and courteous attention to all
Customer complaints that it may receive. The Contractor shall respond personally to
every Customer from whom a complaint is received within twenty-four (24) hours;
except that if the Contractor receives a complaint about a missed scheduled collection,
then the Contractor shall immediately investigate such complaint and, if such scheduled
collection was not made in accordance with the terms of this Agreement, then the
Contractor shall cause such collection to be made within twenty-four (24) hours after
receipt of such complaint. If the Contractor does not respond within the twenty-four (24)
hour timeframe the Village may, in addition to any other remedies provided under this
Agreement, hire a private hauler or authorize the Customer to hire a private hauler to
perform the service, and the Contractor shall be liable for compensating the Village or
Customer for the reasonable costs associated with the private hauler's services.
Where any dispute arises between a Customer and the Contractor as to the manner of
placing waste or the nature of the contents or the like, the Contractor shall, and does
hereby agrees in the specific instance to, remove the waste even though, in its opinion, it
is improperly placed or contained. Thereafter, the Contractor may seek resolution of any
dispute through court, mediation, or arbitration proceedings, at its election.
d) Referral to Village. If the Contractor is unable to resolve a Customer complaint in a
manner satisfactory to both the Contractor and the Customer within forty-eight hours
after receipt of such complaint ( "Impasse "), then the Contractor, within forty-eight (48)
hours after Impasse , shall deliver notice of such complaint to the Village Manager,
which notice shall include the name and address of the Customer, the date and hour the
complaint was received, the nature of the complaint, and the Contractor's response to the
complaint. The Village Manager or his or her designee shall arbitrate and decide each
such complaint, and the Village Manager's or his or her designee's decision concerning
each such complaint shall be final and binding on the Contractor and the Customer.
e) Answering Calls. During normal business hours and under normal operating conditions,
a customer service representative employed by the Contractor shall answer the telephone
access line. Ninety percent (90 %) of the calls made to the customer service center shall
be answered within thirty (30) seconds. The thirty (30) second maximum includes wait
time or time spent `holding' for a customer service representative.
f) Busy Signals. Customers placing calls to the customer service center shall receive a busy
signal no more than five percent (5 %) of the time.
g) Transferring Calls. During normal business hours, if after initially addressing a
Customer's concern, the customer service representative determines that the call should
be transferred to another representative of the Contractor, the Customer shall be
connected with a customer service representative within thirty (30) seconds thereof.
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h) Hang -ups. Incoming telephone calls from Customers shall not exceed an abandonment
rate of five percent (5 %).
Compliance Rate. During normal business hours, the minimum standards set forth in this
Section 9.3 shall be met no less than ninety percent (90 %) of the time, measured on a
monthly basis. Reports shall be provided to the Village on a monthly basis providing a
log of inquiries received and action taken to address each complaint and call. The
Contractor shall also distribute to the Village a log providing data which tracks the
customer service representatives' adherence to the standards set forth in Section 9.3(a)
through 9.3(h) of this Agreement, as the Village may request in its discretion, on a
monthly basis. The Village reserves the right to audit the Contractor's complaint
procedures as required by this Section 9.3.If the records and /or audit indicate a clear
failure of the Contractor to comply with the minimum standards set forth in Sections
9.3(a) through 9.3(h) of this Agreement, then the Village reserves the right to require the
Contractor to implement modifications to its customer service center to bring it into
compliance with the requirements of this Section 9.3.
Section 9.4 Customer Service Survey
The Contractor will, every other calendar year, conduct a Customer service survey to assess the
Contractor's service performance under the Agreement, in a form, of a content, and administered in a
manner to be approved in advance by the Village.
Section 9.5 Liaison
The Contractor shall designate in writing a person to serve as agent for the Contractor and liaison
between the Contractor and the Village.
ARTICLE X
BREACH; EVENTS OF DEFAULT AND REMEDIES
Section 10.1 Breach by Contractor
Each of the following shall constitute a Breach on the part of the Contractor:
a) A material or repeated failure by the Contractor to respond timely to and address
Customer complaints in keeping with the customer service standards in Article IX and as
further defined in Section 93(a).
b) Failure of the Contractor to pay, within thirty (30) days after notice from the Village of
nonpayment, amounts which are undisputed or which are due to the Village under this
Agreement;
C) Repeated failure of the Contractor to comply with Section 9.3 of this Agreement;
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d) Unless due to Force Majeure, a failure of the Contractor to provide Commercial Service
for one or more Customers for a period of three (3) or more consecutive days following
any scheduled collection date, or for a total of seven (7) or more days in the aggregate
during the term of this Agreement.
C) A failure of the Contractor to provide Commercial Service for one or more Customers for
a period of seven (7) or more consecutive days, whether due to Force Majeure or not.
f) Failure of the Contractor to perform in a timely fashion any obligation under this
Agreement not referenced within Sections 10.1(a) or 10.1(b) of this Agreement, except
that such failure shall constitute a Breach only if such failure remains uncured for seven
(7) days after notice to the Contractor from the Village of such failure; provided however,
that this seven (7) day notice with opportunity to cure shall not be required in the event of
persistent and repeated failure to perform; or
g) Any of the following: (1) The Contractor's being or becoming insolvent or bankrupt or
ceasing to pay its debts as they mature or making an arrangement with or for the benefit
of its creditors or consenting to or acquiescing in the appointment of a receiver, trustee or
liquidator for a substantial part of its property, (2) a bankruptcy, reorganization,
insolvency, arrangement or similar proceeding being instituted by the Contractor under
the laws of any jurisdiction, (3) a bankruptcy, reorganization, insolvency, arrangement or
similar proceeding being instituted against the Contractor under the laws of any
jurisdiction, which proceeding has not been dismissed within one hundred twenty (120)
days, (4) any action or answer by the Contractor approving of, consenting to or
acquiescing in any such proceeding, or (5) the levy of any distress, execution or
attachment upon the property of the Contractor which shall (or which reasonably might
be expected to) substantially interfere with its performance under this Agreement.
Section 10.2 Events of Default and Remedies of Village
a) If a Breach occurs under Section 10.1 of this Agreement, the Village may declare an
Event of Default or Breach and may thereafter exercise any one or more of the following
remedies:
1) The Village may terminate this Agreement immediately, upon notice to the
Contractor. Subject to the provisions of subparagraph (5) below, upon such
termination, the Contractor shall cease providing all services under this
Agreement.
2) The Village may seek and recover from the Contractor any unpaid amounts due
the Village along with all of its substantiated costs for the failure of the
Contractor to perform any obligation under this Agreement, and all damages,
whether based upon contract, work stoppage, strike, Contractor negligence
(including tort), warranty, delay or otherwise, arising out of the performance or
non - performance by the Contractor of its obligations under this Agreement, and
whether incidental, consequential, indirect or punitive, resulting from the Breach.
3) The Village may (A) call upon the sureties to perform their obligations under the
performance bond, or (B) in the alternative, after releasing the sureties from their
obligations under the performance bond, take over and perform the required
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services by its own devices, or may enter into a new agreement for the required
services, or any portion thereof, or may use such other methods as shall be
required in the opinion of the Village for the performance of the required
services.
4) The Village shall have the power to proceed with any right or remedy granted by
federal laws and laws of the State as it may deem best, including any suit, action
or special proceeding in equity or at law for the specific performance of any
covenant or agreement contained herein or for the enforcement of any proper
legal or equitable remedy as the Village shall deem most effectual to protect the
rights aforesaid, insofar as such may be authorized by law.
5) Upon any such termination of this Agreement, the Contractor shall, for a period
to be determined by the Village in its sole and absolute discretion, but not longer
than six (6) months, continue to perform the contractual services during which
period the businesses shall pay the Contractor its scheduled compensation.
b) No remedy by the terms of this Agreement conferred upon or reserved to the Village is
intended to be exclusive of any other remedy, but each and every such remedy shall be
cumulative and shall be in addition to any other remedy given to the Village. No delay
or omission to exercise any right or power accruing upon any Event of Default or Breach
shall impair any such right or power or shall be construed to be a waiver of any such
Event of Default or Breach or acquiescence therein, and every such right and power may
be exercised from time to time and as often as may be deemed expedient. No waiver of
any Event of Default or Breach shall extend to or shall affect any subsequent Event of
Default or Breach or shall impair any rights or remedies consequent thereto.
C) If the Contractor misses a collection under the Commercial Service, the collection must
be corrected within 24 hours of the reported missed collection, or a charge of $50 per
missed collection will be charged to the Contractor; provided, however, that the
Contractor shall not be charged under this Section 10.2(c) for collections missed due to a
labor dispute involving the Contractor's labor force if the missed collection is rectified
within seven (7) days after the missed collection. All charges levied against the
Contractor under this Section 10.2(c) shall be credited to the affected Customer's account
within 30 days after receipt of an invoice therefore.
d) In the event of a strike or other labor stoppage, Contractor shall notify the Village within
24 hours after commencement of the strike or labor stoppage. If such strike or labor
stoppage does not end within seven (7) business days of such notification, the Contractor
will provide the Village with refuse collection dumpsters located in at least four (4)
geographic locations for commercial customer drop -offs, which locations shall be
mutually acceptable to the parties. In the event of a strike, that does not end within 14
days of notification, the Contractor will agree to meet with the Village and negotiate the
potential provision of a credit for commercial customers under the agreement due to non -
collection; provided however that any credit given, if any, shall be mutually agreed to by
both parties.
e) This Section 10.2 shall survive the termination of this Agreement.
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Section 10.3 Force Majeure
Neither the Contractor nor Village shall be liable for failure to perform their duties or for
any resulting damage or loss if such failure is caused by a catastrophe, terrorism, riot,
war, fire, accident, act of God, or other similar contingency that is beyond the reasonable
control of the Contractor or the Village including without limitation: extraordinary
inclement weather; explosion; widespread lack of adequate fuel, power, raw materials,
labor or transportation facilities; material changes in governmental laws, regulations,
requirements, orders, or actions, the impact of which is unrelated to Contractor, the
Village, or Contractor's or the Village's performance, or failure to perform; national
defense requirements; injunctions or restraining orders; and labor trouble and strike. In
the event the Contractor asserts a right to suspend performance under this Section, the
Contractor shall (i) within twenty-four (24) hours after it has knowledge of the effective
cause, notify the Village of the cause for suspension, the performance suspended and the
anticipated duration of suspension and (ii) advise the Village when the suspending event
has ended and when performance will be resumed. Once the suspending event ends, the
Contractor shall promptly resume performance.
ARTICLE XI
INSURANCE AND INDEMNIFICATION
Section 1 L Insurance
a) The Contractor shall maintain for the duration of this Agreement and any extensions
thereof, insurance issued by a company or companies qualified to do business in the State
of Illinois and that meet the requirements set forth in Exhibit B. The Contractor shall
provide the Village with a certificate of insurance indicating that such insurance coverage
meets the requirements contained in Exhibit B. The Contractor shall also provide
Customers with a certificate of insurance upon request by the Customer.
b) Insurance premiums shall be paid by the Contractor and shall be without cost to the
Village.
C) Under no circumstances shall the Village be deemed to have waived any of the insurance
requirements of this Agreement by (1) allowing any services under the Agreement to
commence before receipt of certificates of insurance, (2) by failing to review any
certificates of insurance, or (3) by failing to advise the Contractor that any certificate of
insurance fails to contain all of the required insurance provisions or is otherwise deficient
in any manner. Contractor agrees that the obligation to provide the insurance required by
this Agreement is solely its responsibility and that its obligations cannot be waived by
any act or omission of the Village.
Section 11.2 Indemnification
a) The Contractor agrees to indemnify, defend and hold harmless the Village, its officials,
employees, agents, representatives and attorneys (the "Indemnitees "), in both their
official and individual capacities, from and against any and all injuries, deaths, claims,
losses, damages, suits, demands, actions and causes of actions, expenses and fees,
16
including reasonable attorneys' fees and costs, which may accrue against the Indemnitees
in consequence of entering into or performance or breach of this Agreement or which
may result from or arise out of any action or omission of the Contractor, its officers,
employees, agents or subcontractors, including, without limitation, any action or
omission related to the disposal of any Commercial Materials in a landfill.
b) Contractor further agrees to indemnify, defend and hold harmless the Indemnitees from
and against any and all injuries, deaths, claims, losses, damages, suits, demands, actions
and causes of actions, expenses and fees, including reasonable attorneys' fees and costs
which may accrue against the Indemnitees on account of the violation of any law,
ordinance, order, rule, regulation, condition, or requirement, in any way related, directly
or indirectly, to Contractor's performance under this Agreement, compliance with which
is left by the Agreement to the Contractor. In the specific instance of a claim or suit
brought by a private waste management company or a trade association of private waste
management companies against the Village as a result of entering into this contract the
Contractor shall be responsible for only the first $25,000 in reasonable attorney's fees
and costs.
C) In the event that the Contractor does not undertake to defend or indemnify the
Indemnitees unconditionally from and against any and all injuries, deaths, claims, losses,
damages, suits, demands, actions and causes of actions, expenses, fees, including
attorneys' fees, and costs which may accrue against the Indemnitees in consequence of
entering into this Agreement (or in the event that the Contractor does not deliver written
confirmation to the Village of such unconditional undertaking within 15 days after
written request from the Village), the Village shall have the right to terminate this
Agreement; provided, however, that the Contractor's obligations under Section 11.2 shall
survive any such termination.
ARTICLE XII
MISCELLANEOUS
Section 12.1 Non - Assignability
The Contractor shall not assign this Agreement or any part thereof without the prior written
consent of the Village. Approval, if any, for such assignment shall be made by the corporate authorities
of the Village. The Contractor shall not assign or subcontract this Agreement or the work hereunder, or
any part thereof, to any other person, firm, or corporation without prior written consent of the Village, but
the Contractor may perform its obligations hereunder through its subsidiaries or divisions. Such
assignment shall not relieve the Contractor from its obligations or change the terms of Agreement.
Section 12.2 Equal Employment Opportunity
a) In the event of the Contractor's noncompliance with the provisions of this Section 12.2,
the Illinois Human Rights Act or the Illinois Department of Human Rights Rules and
17
Regulations, the Contractor may be declared ineligible for future contracts or
subcontracts with the State or any of its political subdivisions or municipal corporations,
and this Agreement may be canceled or voided in whole or in part, and such other
sanctions or penalties may be imposed or remedies invoked as provided by statute or
regulation.
b) During the performance of this Agreement, the Contractor agrees as follows:
I) That it will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, national origin, ancestry, age, order of
protection status, marital status, physical or mental disability, military status,
sexual orientation, or unfavorable discharge from military service; and further,
that it will examine all job classifications to determine if minority persons or
women are underutilized and will take appropriate affirmative action to rectify
any such under - utilization.
2) That, if it hires additional employees in order to perform this Agreement or any
portion hereof, it will determine the availability (in accordance with the Illinois
Department of Human Rights Rules and Regulations) of minorities and women
in the area(s) from which it may reasonably recruit and it will hire for each job
classification for which employees are hired in such a way that minorities and
women are not under - utilized.
3) That, in all solicitations or advertisements for employees placed by the
Contractor or on the Contractor's behalf, the Contractor will state that all
applicants will be afforded equal opportunity without discrimination because of
race, color, religion, sex, national origin, ancestry, age, order of protection status,
marital status, physical or mental disability, military status, sexual orientation, or
unfavorable discharge from military service.
4) That the Contractor will send to each labor organization or representative thereof
with which it is bound by a collective bargaining or other agreement or
understanding, a notice advising such labor organization or representative of the
Contractor's obligations under the Illinois Human Rights Act and the Illinois
Department of Human Rights Rules and Regulations. If any such labor
organization or representative fails or refuses to cooperate with the Contractor in
its efforts to comply with such Act and Rules and Regulations, the Contractor
will promptly notify the Illinois Department of Human Rights and the Village,
and will recruit employees from other sources when necessary to fulfill the
Contractor's obligations thereunder.
5) That the Contractor shall submit reports as required by the Illinois Department of
Human Rights Rules and Regulations, furnish all relevant information as may
from time to time be requested by the Illinois Department of Human Rights or
the Village, and in all respects comply with the Illinois Human Rights Act and
the Illinois Department of Human Rights Rules and Regulations.
6) That the Contractor shall permit access to all relevant books, records, accounts
and work sites by personnel of the Village and the Illinois Department of Human
Rights for purposes of investigation to ascertain compliance with the Illinois
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Human Rights Act and the Illinois Department of Human Rights Rules and
Regulations.
7) That the Contractor shall include, verbatim or by reference, the provisions of this
Section 12.2 in every subcontract it awards under which any portion of the
Agreement obligations are undertaken or assumed, so that such provisions will be
binding upon each subcontractor. The Contractor will promptly notify the
Village and the Illinois Department of Human Rights in the event any
subcontractor fails or refuses to comply therewith. In addition, the Contractor
will not utilize any subcontractor ineligible for contracts or subcontracts with the
State or any of its political subdivisions or municipal corporations.
C) During the term of this Agreement, the Contractor shall comply in all respects with the
Equal Employment Opportunity Act. The Contractor shall have a written equal
employment opportunity policy statement declaring that it does not discriminate on the
basis of race, color, religion, sex, national origin, ancestry, age, order of protection status,
marital status, physical or mental disability, military status, sexual orientation, or
unfavorable discharge from military service. Findings of non - compliance with applicable
State or federal equal employment opportunity laws and regulations may be sufficient
reason for revocation or cancellation of this Agreement.
Section 12.3 Prevailing Wages
a) To the extent the Prevailing Wage Act or similar laws apply, not less than the prevailing
rate of wages, as determined by the Village or the Illinois Department of Labor, or
determined by a court on review, shall be paid to all laborers, workers and mechanics
performing work under this Agreement. The Contractor and each subcontractor shall
keep an accurate record showing the names and occupations of all laborers, workers, and
mechanics employed by them on this Agreement and showing the actual hourly wages
paid to each such person.
b) To the extent applicable, the Contractor shall comply with all applicable provisions of the
Illinois Prevailing Wage Act, 820 ILCS 130/0.01 et seq. In addition, the Contractor and
each subcontractor shall preserve their weekly payroll records for a period of three (3)
years after the date of termination of this Agreement.
Section 12.4 Performance Bond
The Contractor shall furnish a performance bond for the faithful performance of this Agreement,
in substantially in the form attached to this Agreement as Exhibit C, to be executed by a responsible
surety company and to be in the penal sum of $200,000. Such performance bond shall be furnished
annually by the Contractor for the following contract year, and shall indemnify the Village against any
loss resulting from any failure of performance by the Contractor. The initial bond shall be posted on or
before the Commencement Date, and each successive bond shall be posted not later than January I of
each successive calendar year.
Section 12.5 Equipment to be Used by Contractor
a) The Contractor agrees to collect all materials described in Section 4.1 of this Agreement
in fully enclosed, leak proof, modern trucks. All vehicles and collection equipment will
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be kept in safe, operable condition. Any equipment that is used by the Contractor, that is
determined to be unsafe, or in an overall poor condition by the Village, shall be replaced
at the request of the Village. Equipment used for Private Service described in Section
4.3 of this Agreement may be open body trucks, dump trucks and similar type equipment.
When open body trucks are used, the Contractor shall take such action as is necessary to
prevent littering and blowing debris.
b) Beginning on May 1, 2015 and throughout the remainder of the term of this Agreement:
(1) all primary collection trucks used by the Contractor for the provision of Commercial
Services shall operate on Compressed Natural Gas ( "CNG ").
C) Contractor shall provide collection containers to all Customers. Containers used in
connection with the provision of Commercial Services by the Contractor pursuant to this
Agreement shall be operable, safe and free of graffiti. Any container in disrepair of this
sort shall be replaced within three (3) days of notification by the Village. Containers with
plastic lids that are ill -fitted or warping shall be replaced within three (3) days of
notification by the Village, in order to maintain a tight fitting seal to prevent access by
pests. All containers will be adequately demarcated with the Contractor's logo. Each
container will have an inventory control number demarcated on each container that is
cross - referenced to the service matrix.
d) All equipment used by Contractor for the provision of Commercial Services and Private
Services pursuant to this Agreement shall be properly licensed by the State and shall
conform to all federal and State equipment safety standards.
e) Contractor shall keep and maintain all collection containers used in connection with the
provision of Commercial Services in good and serviceable working condition, including
but not limited to Recyclable Material containers that the Village may, in its sole
discretion, purchase and provide for use in the provision of public recycling in the
downtown area.
Section 12.6 Compliance with Laws
a) Notwithstanding any other provisions in this Agreement, the Contractor shall comply at
all times with all applicable federal, State and municipal laws, ordinances and regulations
at any time applicable to the Contractor's operations under this Agreement, with no
increase to the Contractor's compensation as set forth in this Agreement.
b) Contractor certifies that it, at all times, will be in compliance with the Illinois Human
Rights Act including, but not limited to, the requirements imposed upon entities having a
contract with a public entity by 775 ILCS 5/2- 105(A) and the requirement that the
Contractor have a written sexual harassment policy that meets the requirements of 775
ILCS 5/2- 105(A(4).
C) The Contractor shall obtain, at its own expense, all permits and licenses required by law
or ordinance and maintain the same in full force and effect.
Section 12.7 Care and Performance
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a) The Contractor shall undertake to perform all services rendered hereunder in a timely,
neat, thorough and competent manner, without supervision by the Village, and to use
care and diligence in the performance of all specified services and to provide neat,
orderly, uniformed and courteous employees and personnel on its crews.
b) The Contractor shall be liable to the Village for damage to Village rights -of -way caused
in connection with the provision of the Commercial Services or Private Services,
ordinary wear and tear excepted.
C) To the extent that the Contractor or its employees or agents violate any provisions on the
Village Code, the Contractor shall be liable for fines due under the Village Code arising
in the course of its provision of services under this Agreement.
d) The Contractor acknowledges, and the Parties agree that, with respect to the Commercial
Services to be provided to Customers under this Agreement, the Customers are third -
party beneficiaries of this Agreement.
Section 12.8 No Alcohol or Drugs
The Contractor shall prohibit and use its best efforts to enforce the prohibition of any drinking of
alcoholic beverages or use of illegal drugs by its drivers and employees while on duty or in the course of
performing their duties under this Agreement.
Section 12.9 Non - Waiver
The failure of either Village or Contractor to insist on the other party's strict compliance with the
terms and conditions contained in this Agreement shall not constitute a waiver of Village's or
Contractor's right to insist that the other party in the future strictly comply with any and all terms and
conditions contained in this Agreement and to enforce such compliance by any appropriate remedy.
Section 12.10 Governing Law
This Agreement and the rights of the Village and the Contractor under this Agreement shall be
interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois.
Section 12.11 Severability
The provisions of this Agreement shall be interpreted when possible to sustain their legality and
enforceability as a whole. In the event any provision of this Agreement shall be held invalid, illegal, or
unenforceable by a court of competent jurisdiction, in whole or in part, neither the validity of the
remaining part of such provision, nor the validity of any other provisions of this Agreement, shall be in
any way affected thereby. The unenforceability of any provision of this Agreement in a specific situation
shall not affect the enforceability of that provision in any other situation.
Section 12.12 Entire Agreement
This Agreement sets forth the entire agreement of the Village and the Contractor with respect to
the provision of the Commercial Services and compensation therefore, and there are no other
understandings or agreements, oral or written, between the Village and the Contractor with respect to the
Commercial Services and the compensation therefore, nor was the making and execution of this
21
Agreement induced by any representation, statement, warranty, agreement, or action other than those
expressed or explicitly referenced herein.
Section 12.13 Notices
All notices required or permitted to be given under this Agreement shall be in writing and shall be
delivered (i) personally, (ii) by a reputable overnight courier or (iii) by certified mail, return receipt
requested, and deposited in the U.S. mail, postage prepaid. Unless otherwise expressly provided in this
Agreement, notices shall be deemed received upon the earlier of (a) actual receipt; (b) one business day
after deposit with an overnight courier as evidenced by a receipt of deposit; or (c) three business days
following deposit in the U.S. mail, as evidenced by a return receipt. By notice complying with the
requirements of this Section, each party shall have the right to change the address or addressee, or both,
for all future notices and communications to the other party but no notice of a change of address or
addressee shall be effective until actually received.
Notices and communications to the Village shall be addressed to, and delivered at, the following address:
Village of Deerfield
850 Waukegan Road
Deerfield IL 60015
Attention: Village Manager
With a copy to: Peter D. Coblentz
Rosenthal, Murphey, Coblentz & Donahue
30 N. LaSalle Street, Suite 1624
Chicago, IL 60602
Notices and communications to the Contractor shall be addressed to, and delivered at, the
following address:
Lakeshore Recycling Systems
6132 W. Oakton Avenue
Morton Grove, IL 60053
Attention: Joshua Connell
With a copy to:
Holland & Knight
131 S. Dearborn Street 60603
Attention: Michael Jones
Section 12.14 Publicity
The Village's name or insignia, photographs of the Village, or any other publicity pertaining to
the provision of the Commercial Services shall not be used in any magazine, trade paper, newspaper, or
other medium without the express written consent of the Village.
22
Section 12.15 No Interpretation against Drafter
This Agreement has been negotiated by all Parties and shall not be construed against any Party as
the drafter of this Agreement.
Section 12.16 Independent Contractor
Contractor acknowledges and agrees that the relationship of the parties hereunder shall be that of
independent contractor and that neither Contractor nor its employees shall be deemed to be an employee
of the Village for any reason whatsoever. Neither Contractor nor Contractor's employees shall be entitled
to any Village employment rights or benefits whatsoever. Contractor is only authorized to operate
pursuant to this Agreement, and shall not be deemed an Agent of the Village when engaging in the
activities authorized hereunder.
/Signature page to follow/
23
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives, all on the day and year first above written.
CONTRACTOR
n ' VILLA /GE OF DEERFIE
By: loc�= oo-_+ By: �G
Its: M1NajAfV1N6 Mew4@1&-
ATTEST:
By: - OLL0 A...1
Its: Mavnr
ATTEST:
By: '647�� . *
Its: wwwM OFFICIAL SEAL Its: Village Manager
ANDREW LICHTEWAN
NOTARY PUBLIC - STATE OF ILLINOIS
My SIGN EXPIRES: 10/17116
S005C00J And Sworn be Fora me -NA[s
5t" A0.1 6� ee-6rjary zow.
24
EXHIBIT A
PRICING SHEETS
Exhibit A
COST PROPOSAL FOR THE VILLAGE OF DEERFIELD
COMMERCIAL SOLID WASTE HAULING & DISPOSAL SERVICES
Container Size
Frequency
of Service
1x Wk
2x Wk
3x Wk
4x Wk
5x Wk
6x Wk
7x Wk
65 gallon
$
15.00
$
28.00
$
42.00
$
58.00
$
74.00
$
90.00
$
105.00
95 gallon
$
16.00
$
32.00
$
48.00
$
64.00
$
80.00
$
98.00
$
126.00
1 cy
$
28.00
$
56.00
$
84.00
$
120.00
$
155.00
$
190.00
$
240.00
*1 cy compacted
$
45.00
$
85.00
$
120.00
$
160.00
$
200.00
$
290.00
$
330.00
1.5 cy
$
32.00
$
64.00
$
100.00
$
140.00
$
180.00
$
220.00
$
260.00
*1.5 cy compacted
$
65.00
$
135.00
$
210.00
$
290.00
$
370.00
$
450.00
$
550.00
2 cy
$
36.00
$
74.00
$
110.00
$
145.00
$
185.00
$
230.00
$
270.00
*2 cy compacted
$
75.00
$
145.00
$
220.00
$
300.00
$
380.00
$
460.00
$
560.00
4 cy
$
62.00
$
124.00
$
188.00
$
260.00
$
325.00
$
395.00
$
470.00
6 cy
$
87.00
$
172.00
$
258.00
$
336.00
$
420.00
$
505.00
$
615.00
*6 cy compacted
$
225.00
$
450.00
$
675.00
$
950.00
$
1,200.00
$
1,475.00
$
1,775.00
8 cy
$
118.00
$
230.00
$
345.00
$
480.00
$
595.00
$
710.00
$
860.00
10 cy
$
133.00
$
260.00
$
390.00
$
530.00
$
660.00
$
790.00
$
950.00
20 yard roll off
$
360.00
per
haul
* *5
ton limit
30 yard roll off
$
395.00
per
haul
* *6
ton limit
40 yard roll off
$
450.00
per
haul
* *7
ton limit
20 yard compaction equipment
25 yard compaction equipment
30 yard compaction equipment
40 yard receiver box
2 yard stationary compactor rental only
6 yard rear load compactor rental only
Collection Only *'
$ 375.00 per haul * *5 ton limit
$ 395.00 per haul **5 ton limit
$ 430.00 per haul **6 ton limit
$ 430.00
Leased Service
$ 325.00 per month
$ 325.00 per month
$ 325.00 per month
$ 75.00 per month
$ 175.00 per month
$ 175.00 per month
*Rental /Lease /Purchase of Apartment style compactor and receiver boxes will be the responsibility
of the individual customer, and not the responsibility of the Village.
** Roll -off loads will be charged an additional $48.00 per ton for each ton over the stated tonnage limit.
Solid Waste Cost Proposal Prepared by Lakeshore Recycling Systems LLC
COST PROPOSAL FOR THE VILLAGE OF DEERFIELD
COMMERCIAL RECYCLING SERVICES
Container Size
Frequency
of Service
1x Wk
2x Wk
3x Wk
4x Wk
5x Wk
6x Wk
7x Wk
65 gallon
$
-
$ 20.00
$ 30.00
$
40.00
$
50.00
$
60.00
N/A
95 gallon
$
$ 20.00
$ 30.00
$
40.00
$
50.00
$
60.00
N/A
1 cy
$
-
$ 30.00
$ 55.00
$
75.00
$
95.00
$
115.00
N/A
1.5 cy
$
-
$ 30.00
$ 60.00
$
90.00
$
120.00
$
140.00
N/A
2 cy
$
$ 30.00
$ 60.00
$
90.00
$
120.00
$
150.00
N/A
4 cy
$
-
$ 35.00
$ 60.00
$
90.00
$
130.00
$
170.00
N/A
6 cy
$
20.00
$ 40.00
$ 65.00
$
95.00
$
140.00
$
185.00
N/A
8 cy
$
25.00
$ 50.00
$ 80.00
$
120.00
$
160.00
$
200.00
N/A
10 cy
$
30.00
$ 60.00
$ 90.00
$
130.00
$
170.00
$
210.00
N/A
20 yard roll off
$
360.00
per haul
* *5 ton limit
30 yard roll off
$
395.00
per haul
* *6 ton limit
40 yard roll off
$
450.00
per haul
* *7 ton limit
Cost Proposal Prepared by Lakeshore Recycling Systems LLC
COST PROPOSAL FOR THE VILLAGE OF DEERFIELD
ORGANIC MATERIAL SERVICES
Note: If an organic material services proposal is accepted, additional terms may be added to the contract.
Description of Service: Organic material container service on an "As- Needed" or "Per Pull' basis.
Organic material includes food scraps and landscape waste as defined in the Illinois Environmental
Protection Act.
Container Size
Cost "Per Pull'
65 gallon cart
$ 15.00
95 gallon cart
$ 20.00
1 cubic yard
$ 30.00
1.5 cubic yard
$ 35.00
If any of the above pricing on a per pull basis would be lowered based on volume (i.e. one location
having a need for multiple containers) please explain:
Lakeshore Recycling Systems does provide a compost / organic recycling program. Our program
Cost Proposal Prepared by Lakeshore Recycling Systems LLC
EXHIBIT B
INSURANCE PROVISIONS
A. Insurance Requirements
The Contractor shall procure and maintain the following insurance during the entire term of the
agreement described in Section 3.1:
Type of Insurance
Workers' Compensation
2. Employers' Liability
3. Commercial General Liability, including
"occurrence" coverage for: premises and
operations, independent Contractors protective,
contractual liability, broad form property
damage and XCU hazards, products and
completed operations (including broad form
property damage), personal injury liability, and
owner's protective liability.
4. Business Auto liability (including owned, non -
owned and hired vehicles and coverage for
environmental liability)
Umbrella/Excess liability (to apply as excess
over 2, 3 and 4 above)
B. Miscellaneous Provisions
Required Minimum Coverage
Statutory
$1,000,000 per accident
$1,000,000 disease (policy limit)
$1,000,000 disease (each employee)
$3,000,000 per person per occurrence for bodily
injury
$5,000,000 per occurrence for bodily injury
$1,000,000 per occurrence for property damage.
$3,000,000 per person
$5,000,000 per accident for bodily injury
$1,000,000 per accident for property damage
$5,000,000 per occurrence
$5,000,000 annual aggregate
1. The insurance policies set forth in Sections A3 and A5 of this Exhibit B shall continue to
be maintained for a period of two (2) years following the termination of the Agreement.
2. Equivalent insurance must be maintained by each subcontractor of the Contractor.
3. All insurance companies must be reasonably acceptable to the Village and may include
self - insurance obtained by the Contractor. Minimum insurance carrier requirements
include a current rating from A.M. Best Co., Inc. (or any successor publication of
comparable standing within the industry) of "A VIII" and a license to do business in the
State of Illinois.
4. All liability coverages shall be written on an occurrence basis.
5. Prior to commencing Services under the agreements, the Contractor shall deliver, or
cause to be delivered, to the Village certificates of insurance (and other evidence of
insurance requested by the Village ) which the Contractor is required to purchase and
maintain pursuant to this Schedule. The Contractor shall deliver certificates of renewal or
replacement policies or coverage no less than ten (10) days prior to the effective date of
each renewal or replacement policy or coverage.
6. All insurance coverage required to be purchased and maintained shall contain a provision
or endorsement providing that the coverage afforded will not be cancelled, materially
reduced or altered or renewal refused until at least thirty (30) days' prior written notice
has been given to the Village by certified mail.
7. The Contractor shall be responsible for promptly reporting all claims to the appropriate
insurer on behalf of itself, the Village and the additional insured's set forth below.
8. The insurance policies set forth in Sections A3, A4, and A5 of this Exhibit B shall be
endorsed to include the Village, the directors, officers, employees, agents and members
of the Village, SWALCO and the directors, officers, employees, agents and members of
SWALCO as additional named insured's for all activities of the Contractor in the
performance of the Agreement. Such insurance is to be primary and non - contributory
with any insurance secured and maintained by such additional named insureds.
Exhibit B
EXHIBIT C
FORM OF PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS: that
[insert full name and address of proposer here:]
as Principal (hereinafter called the "Contractor "),
and [insert full name and address of surety here:]
(hereinafter called the "Surety "),
as Surety, a corporation organized and existing under the laws of the State of
hereinafter called Surety, are held and firmly bound unto the Village of Deerfield, IL as Obligee,
hereinafter called the Village, in the full and just sum ofPWO HUNDRED THOUSAND DOLLARS
($200,000), for the payment of which sum of money well and truly to be made, the CONTRACTOR and
Surety bind themselves, and their heirs, executors, administrators, successors, and assigns, jointly and
severally, firmly by these presents, said amount to include payment of actual costs and damages and for
attorneys' fees, engineering fees, accounting fees, consulting fees, court costs, interest, and any other fees
and expenses resulting from or incurred by reason of the CONTRACTOR's failure to promptly and
faithfully perform its contract with the Village, said contract being more fully described below, and to
include attorneys' fees, court costs, and other expenses necessarily paid or incurred in successfully
enforcing performance of the obligation of Surety under this bond.
WHEREAS, the CONTRACTOR has entered into a written agreement dated 2013,
with the Village entitled "COMMERCIAL SOLID WASTE COLLECTION SERVICES AGREEMENT"
(the "Contract "), the terns and conditions of which are by this reference incorporated herein as though
fully set forth herein.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH THAT if the
CONTRACTOR shall well, truly, and promptly perform all the undertakings, covenants, terms,
conditions, and agreements of the said CONTRACTOR under the Contract, including, but not limited to,
the CONTRACTOR's obligations under the Contract: (1) to provide and perform, in the manner
specified in the Contract, all necessary work, labor, services, transportation, materials, equipment,
apparatus, machinery, tools, fuels, information, data, and other means and items necessary for the
collection of all municipal waste, landscape waste, and recyclable materials from all Customers, as
provided in the Contract; (2) to procure and furnish all permits, licenses, and other governmental
authorizations necessary in connection therewith and to comply with the laws of the State of Illinois and
ordinances and regulations of the Village in connection therewith; (3) to procure and furnish the
Performance Bond and all certificates and policies of insurance specified in the Contract; (4) to pay all
applicable federal, state, and local taxes; (5) to indemnify the Village against any loss resulting from any
breach or failure of performance by the CONTRACTOR under the Contract; (6) to do all other things
required of the CONTRACTOR by the Contract; and (7) to provide, perform, and complete all of the
foregoing in a proper and workmanlike manner and in full accordance and compliance with, and as
required by, the Contract; all of which is herein referred to as the "Work," then this obligation shall be
null and void; otherwise it shall remain in full force and effect.
Exhibit C
For purpose of this bond, a claimant is defined as one having a direct contract with CONTRACTOR or
with a subcontractor of Contractor to provide, perform, or complete any part of the Work.
CONTRACTOR and Surety hereby jointly and severally agree that every claimant who has not had all
just claims for the furnishing of any part of the Work paid in full, including, without limitation, all claims
for amounts due for materials, lubricants, oil, gasoline, rentals of or service or repairs on machinery,
equipment, and tools consumed or used in connection with the furnishing of any part of the Work, may
sue on this bond for the use of such claimant, may prosecute the suit to final judgment for such sum or
sums as may be justly due such claimant, and may have execution therein; provided, however, that
Village shall not be liable for the payment of any costs or expenses of any such suit. To the extent
applicable, the provisions of 30 ILCS 550/1 and 30 ILCS 550/2 shall be deemed inserted herein,
including the time limits within which notices of claim must be filed and actions brought under this bond.
CONTRACTOR and Surety hereby jointly agree that Village may sue on this bond if Village is held
liable to, or voluntarily agrees to pay, any claimant directly, but nothing in this bond shall create any duty
on the part of Village to pay any claimant.
Surety, for value received, hereby stipulates and agrees that no changes, modifications, alterations,
omissions, deletions, additions, extensions of time, or forbearance on the part of either the Village or the
CONTRACTOR to the other in or to the terms of said Contract; in or to the schedules, plans, drawings, or
specifications; in or to the method or manner of performance of the Work; or in or to the mode or manner
of payment therefore shall in any way release the CONTRACTOR and Surety or either or any of them, or
any of their heirs, executors, administrators, successors, or assigns, or affect the obligations of Surety on
this bond, all notice of any and all of the foregoing changes, modifications, alterations, omissions,
deletions, additions, extensions of time, or forbearance, and notice of any and all defaults by the
CONTRACTOR or of the Village's termination of the CONTRACTOR, being hereby waived by Surety.
Notwithstanding anything to the contrary in the foregoing paragraph, in no event shall the obligations of
Surety under this bond in the event of the CONTRACTOR's default be greater than the obligations of the
CONTRACTOR under the Contract in the absence of such CONTRACTOR default.
In the event of a default or defaults by the CONTRACTOR, the Village shall have the right to reimburse
itself from the proceeds of this bond for any and all costs, expenses, losses, damages, liquidated damages,
liabilities, suits, judgments, awards, attorneys' fees, and administrative expenses incurred, suffered, or
sustained by the Village and /or chargeable to the CONTRACTOR under the Contract or this bond. In
addition, the Village shall have the right to take over and complete the Contract upon 30 calendar days'
written notice to Surety, in which event Surety shall pay the Village all costs incurred by the Village in
taking over and completing the Contract or, at its option, the Village may instead request that Surety take
over and complete the Contract, in which event Surety shall take reasonable steps to proceed promptly
with completion no later than 30 calendar days from the date on which the Village notifies Surety that the
Village wants Surety to take over and complete the Contract.
The Village shall have no obligation to actually incur any expense or correct any deficient performance of
the CONTRACTOR in order to be entitled to receive the proceeds of this bond.
No right of action shall accrue on this bond to or for the use of any person or corporation other than the
Village or the heirs, executors, administrators, or successors of the Village.
Signed and sealed this day of 2013
Exhibit C
Attest/Witness:
By:
Title:
Attest/Witness:
By:
Title:
In
Title:
M
Title:
Exhibit C
CONTRACTOR
SURETY
�R77ES
a v`
O A
'- O
o- D
fib, a O yn 740 WAUKEGAN ROAD, SUITE 400, DEERFIELD, ILLINOIS 80015 847/948 -5500 FAX 847/948 -7010
December 31, 2013
Mayor Harriet Rosenthal
Board of Trustees
Village of Deerfield
850 Waukegan Road
Deerfield, IL 60015
Re: Commercial Franchise
Dear Mayor and Board of Trustees:
CRM Properties Group, Ltd, as agent for The Shops at Deerfield Square, has been informed by
Village staff that the Village of Deerfield will be implementing a commercial franchise
agreement for refuse collection within the Village limits.
While CRM appreciates the intended environmental benefits of such a program, the negative
consequences to Deerfield Square far outweigh any potential environmental benefits.
Specifically and notwithstanding the fact that the winning bidder, Lake Shore, has agreed to
match Deerfield Square's current pricing for the duration of the Village's contract, Deerfield
Square will inevitably face significantly higher refuse collection costs in the future under the
proposed program. This is evident from the initial bids received by the Village being
approximately 50% higher as compared to Deerfield Square's historic and current pricing.
Therefore, if Deerfield Square is not granted art exemption and is in fact forced into this
program, it will be subject to renewal pricing at the end of the proposed contract term similar to
that of the initial bids. Deerfield Square will have no independent ability to negotiate or "price
the market" in the future.
Additionally, Deerfield Square will lose direct control of quality of service, its ability to mandate
scheduling and potentially its ability to get reimbursed for damage caused by the refuse
collection company. Regardless of assurances offered by the selected company with respect to
these concerns, the fact remains that the company is well aware of, (i) the existence of long -term
contract with the Village, (ii) the legal complications and expenses of terminating such a contract
and (iii) the lack of privity of contract for Deerfield Square. Moreover, Deerfield Square will no
longer have the benefit of a no -cause 30 -day cancellation clause as it does with its current
vendor,
The independent ability to negotiate pricing and services, the right to exercise a no cause, 30 -day
cancellation clause and a right of indemnification for damages have allowed Deerfield Square to
realize low refuse collection costs for its tenants while maintaining the highest quality of service.
Mayor Harriet Rosenthal
Board of Trustees
December 31, 2013
A commercial franchise program may be advisable for small businesses and /or other property
types, but will not prove viable, economically or otherwise, for a large, mixed -use property type
containing multiple food uses such as Deerfield Square. In order for Deerfield Square to remain
competitive with surrounding communities, it's imperative that the Center's operating costs are
as low as possible without sacrificing quality of service or amenities. Low operating costs and
high quality of service provide a direct and critical economic benefit to our tenants, the success
of which is essential to the Village's tax base.
For all of the foregoing reasons, Deerfield Square respectfully asks the Board to grant it an
exemption to this commercial franchise program so the Center can continue to enjoy low costs
and high quality of service for its tenants.
We appreciate your time in this matter.
Sincerely,
Chris Siavelis
Senior Vice President
This bond is for the term beginning May 1, 2015 and ending April 30, 2016.
Bond CMS0281457
EXHIBIT C
FORM OF PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS: that Lakeshore Recvcling Svstems. LLC_
6132 W. Oak-ton Street, Morton Grove, IL 60053
as Principal (hereinafter called the "Contractor'),
and RLI Insurance Company
9025 N Lindbergh Dr., Peoria, IL 60615
(hereinafter called the "Surety "),
as Surety, a corporation organized and existing under the laws of the State of Illinois
hereinafter called Surety, are held and firmly bound unto the Village of Deerfield, IL as Obligee,
hereinafter called the Village, in the full and just sum of TWO HUNDRED THOUSAND DOLLARS
($200,000), for the payment of which sum of money well and truly to be made, the CONTRACTOR and
Surety bind themselves, and their heirs, executors, administrators, successors, and assigns, jointly and
severally, firmly by these presents, said amount to include payment of actual costs and damages and for
attorneys' fees, engineering fees, accounting fees, consulting fees, court costs, interest, and any other fees
and expenses resulting from or incurred by reason of the CONTRACTOR's failure to promptly and
faithfully perform its contract with the Village, said contract being more fully described below, and to
include attorneys' fees, court costs, and other expenses necessarily paid or incurred in successfully
enforcing performance of the obligation of Surety under this bond.
WHEREAS, the CONTRACTOR has entered into a written agreement dated January 21. 2015, with
the Village entitled "COMMERCIAL SOLID WASTE COLLECTION SERVICES AGREEMENT" (the
"Contract "), the terms and conditions of which are by this reference incorporated herein as though fully
set forth herein.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH THAT if the
CONTRACTOR shall well, truly, and promptly perform all the undertakings, covenants, terms,
conditions, and agreements of the said CONTRACTOR under the Contract, including, but not limited to,
the CONTRACTOR's obligations under the Contract: (1) to provide and perform, in the manner
specified in the Contract, all necessary work, labor, services, transportation, materials, equipment,
apparatus, machinery, tools, fuels, information, data, and other means and items necessary for the
collection of all municipal waste, landscape waste, and recyclable materials from all Customers, as
provided in the Contract; (2) to procure and famish all permits, licenses, and other governmental
authorizations necessary in connection therewith and to comply with the laws of the State of Illinois and
ordinances and regulations of the Village in connection therewith; (3) to procure and furnish the
Performance Bond and all certificates and policies of insurance specified in the Contract; (4) to pay all
applicable federal, state, and local taxes; (5) to indemnify the Village against any loss resulting from any
breach or failure of performance by the CONTRACTOR under the Contract; (6) to do all other things
required of the CONTRACTOR by the Contract; and (7) to provide, perform, and complete all of the
Exhibit C
foregoing in a proper and workmanlike manner and in full accordance and compliance with, and as
required by, the Contract; all of which is herein referred to as the "Work," then this obligation shat! be
null and void; otherwise it shall remain in full force and effect.
For purpose of this bond, a claimant is defined as one having a direct contract with CONTRACTOR or
with a subcontractor of Contractor to provide, perform, or complete any part of the Work.
CONTRACTOR and Surety hereby jointly and severally agree that every claimant who has not had all
just claims for the furnishing of any part of the Work paid in full, including, without limitation, all claims
for amounts due for materials, lubricants, oil, gasoline, rentals of or service or repairs on machinery,
equipment, and tools consumed or used in connection with the furnishing of any part of the Work, may
sue on this bond for the use of such claimant, may prosecute the suit to final judgment for such sum or
sums as may be justly due such claimant, and may have execution therein; provided, however, that
Village shalt not be liable for the payment of any costs or expenses of any such suit. To the extent
applicable, the provisions of 30 ELCS 55011 and 30 Q CS 550!2 shall be deemed inserted herein,
including the time limits within which notices of claim must be filed and actions brought under this bond.
CONTRACTOR and Surety hereby jointly agree that Village may sue on this bond if Village is held
liable to, or voluntarily agrees to pay, any claimant directly, but nothing in this bond shall create any duty
on the part of Village to pay any claimant.
Surety, for value received, hereby stipulates and agrees that no changes, modifications, alterations,
omissions, deletions, additions, extensions of time, or forbearance on the part of either the Village or the
CONTRACTOR to the other in or to the terms of said Contract; in or to the schedules, plans, drawings, or
specifications; in or to the method or manner of performance of the Work; or in or to the mode or manner
of payment therefore shall in any way release the CONTRACTOR and Surety or either or any of them, or
any of their heirs, executors, administrators, successors, or assigns, or affect the obligations of Surety on
this bond, all notice of any and all of the foregoing changes, modifications, alterations, omissions,
deletions, additions, extensions of time, or forbearance, and notice of any and all defaults by the
CONTRACTOR or of the Village's termination of the CONTRACTOR, being hereby waived by Surety.
Notwithstanding anything to the contrary in the foregoing paragraph, in no event shall the obligations of
Surety under this bond in the event of the CONTRACTOR's default be greater than the obligations of the
CONTRACTOR under the Contract in the absence of such CONTRACTOR default.
In the event of a default or defaults by the CONTRACTOR, the Village shall have the right to reimburse
itself from the proceeds of this bond for any and all costs, expenses, losses, damages, liquidated damages,
liabilities, suits, judgments, awards, attorneys' fees, and administrative expenses incurred, suffered, or
sustained by the Village and/or chargeable to the CONTRACTOR under the Contract or this bond. In
addition, the Village shall have the right to take over and complete the Contract upon 30 calendar days'
written notice to Surety, in which event Surety shall pay the Village all costs incurred by the Village in
taking over and completing the Contract or, at its option, the Village may instead request that Surety take
over and complete the Contract, in which event Surety shall take reasonable steps to proceed promptly
with completion no later than 30 calendar days from the date on which the Village notifies Surety that the
Village wants Surety to take over and complete the Contract.
The Village shall have no obligation to actually incur any expense or correct any deficient performance of
the CONTRACTOR in order to be entitled to receive the proceeds of this bond.
Exhibit C
No right of action shall accrue on this bond to or for the use of any person or corporation other than the
Village or the heirs, executors, administrators, or successors of the Village.
Signed and sealed this 27th day of April 2015
Attest/Witness: Lakeshore Recycling Systems. LLC
CONTRACTOR
By: K C/ -= By: - �av
Title: (�rt�rol�u Title: MarJ;utN�� pfFP �u _
Attest/Witness:
By:
RLI Insurance Companv__.v_______
SURETY
By: n_fL
Title: Roger Paraison, Witness Title: Sarah E. Green. Attorney i1 n Fact
Exhibit C
State of Illinois
County of Cook
On this 27th
day of April 2015, before me personally appeared
RM
within instrument, and acknowledged to me
, known to me to be the Attorney -in -fact of
the corporation that executed the
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, at my office in the
aforesaid county, the day and year in this certificate first above written.
(sea1JOFFICIAL SEAL
RACHEL A MULLEN
Notary Public —State of 116
IMy Commission Expires January
(Notary Public)
RLI Surety
9025 N. Lindbergh Dr. Peoria, IL 61615
Phone: (800)645 -2402 Fax: (309)689.2036
www.nccorpxom
Know Ali Men by These Presents:
POWER OF ATTORNEY
RLI Insurance Company
That this Power of Attorney is not valid or in effect unless attached to the bond which it authorizes executed, but may be detached by the
approving officer if desired.
That RLI Insurance Company, an Illinois corporation, does hereby make, constitute and appoint
Jacaueivn M Norslrnm John P Harney, Josefina Rojo Dout,las M Schmude Rachel A Mullen Sarah E. Jointly or sgvcrallv
in the City of Chicago . State of Illinois its true and lawful Agent and Attorney in Fact, with full
power and authority hereby conferred, to sign, execute, acknowledge and deliver for and on its behalf as Surety, the following described
bond.
Any and all bonds provided the bond penalty does not exceed Twenty Five Million Dollars ($25,000,000.00).
The acknowledgment and execution of such bond by the said Attorney in Fact shall be as binding upon this Company as if such bond had been
executed and acknowledged by the regularly elected officers of this Company.
The RLI insurance Company further certifies that the following is a true and exact copy of the Resolution adopted by the Board of Directors
of RLI insurance Company, and now in force to -wit:
"All bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of
the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board
of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint
Attorneys in Fact or Agents who shall have authority to issue bonds, policies or undertakings in the name of the Company. The corporate
seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the c Toration. The
signature of any such officer and the corporate seal may be printed by facsimile."
IN WITNESS WHEREOF, the RLI Insurance Company has caused these presents to be executed by its Vice Pre std with its
corporate seal affixed this 20th day of March , - 2015
RLI Insurance Company
.�5
............
`. SEAL By' '
=5 Roy C.. pi Vice President
State of Illinois
l "'`"?4tNOts °°
} SS
County of Peoria JJJ
CERTIFICATE
On this 201h day of March , 2015 , before me, a Notary Public, 1, the undersigned officer of RLI Insurance Company, a stock
personally appeared Roy C. Die who being by me duly sworn, corporation of the State of Illinois, do hereby cenift that the attached
acknowledged that he signed die above Power of Attorney as the aforesaid Power of Attorney is in full force and effect and is irrevocable; and
officer of the RLI Insurance Company and acknowledged said instrument to furthermore, that the Resolution of the Company ru set forth in the
be the voluntary act and deed of said corporation. Power of Attorney, is now in force. In testimony whereof, I have
hcreupp,t��,,� .t my hand and the seal of the RLI Insurance Company
thislL day of n LS
M. Bocklcr 7 Notary Public RLI Insurance Company
"OFFICIAL SEAL'
JACCOtnNE M 1, KL•R By.
CommisaIOa"PIREa ofltuta Roy C. Dr Vice President
A0058514