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R-15-09VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS RESOLUTIONNO. R-15-09 A RESOLUTION AUTHORIZINIG A FIRST AMENDMENT TO RESIDENTIAL SCAVENGER SERVICE CONTRACT BETWEEN THE VILLAGE OF DEERFIELD AND WASTE MANAGEMENT OF ILLINOIS, INC. WHEREAS, the Village of Deerfield is a home rule unit of local government pursuant to the provisions of Article VII, Section 6 of the Illinois Constitution; and WHEREAS, as a home rule unit of local government, the Village may exercise any power and perform any function pertaining to its government and affairs except as limited by Article VII, Section 6; and WHEREAS, the Village of Deerfield has entered into a contract with Waste Management of Illinois, Inc. ("WMI") commencing April 1, 2011 and ending March 31, 2016 (the "Scavenger Contract") providing for the collection and disposal of garbage, refuse, recyclable materials and miscellaneous waste from all residential units in the Village of DeerfieMq, 1UREAS, WMI desires to amend the Scavenger Contract in order to extend the term of the Scavenger Contract for an additional five (5) years ending March 31, 2021; and WHEREAS, the Village and WMI have negotiated the terms of an amendment to the Scavenger Contract, a copy of which is attached hereto and made a part hereof as Exhibit A (the "First Amendment") providing for an extension of the Scavenger Contract for an additional five (5) years ending March 31, 2021, and certain additional modifications to the terms and of the Scavenger Contract; and -1- WHEREAS, the corporate authorities of the Village of Deerfield have reviewed the First Amendment and find that it is in the best interests of the Village of Deerfield that the First Amendment be authorized and approved and that the Scavenger Contract, as amended, be extended for an additional five (5) years ending March 31, 2021 as provided therein; 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 are hereby incorporated and made a part of this Resolution as if fully set forth herein. SECTION 2: That the First Amendment to Residential Scavenger Service Contract Between the Village of Deerfield and Waste Management of Illinois, Inc., a copy of which is attached hereto as Exhibit A (the "First Amendment"), be and the same is hereby approved and authorized. SECTION 3: That the President and Village Clerk of the Village of Deerfield are hereby authorized and directed to execute and attest said First Amendment for and on behalf of the Village of Deerfield. SECTION 4: That this Resolution, and each of its terms, shall be the effective 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) 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 -2- 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 from and after its passage and approval as provided by law. PASSED this 20th day of____AD,-j 1 , 2015. AYES: Benton, Farkas, Jester, Nadler, Seiden, Struthers NAYS: None ABSENT: None ABSTAIN: None APPROVED this 20th day of ATTEST: 165. z;-Af Village Cler -3- r Village President 2015. FIRST AMENDMENT TO RESIDENTIAL SCAVENGER SERVICE CONTRACT This First Amendment to the Village of Deerfield Residential Scavenger Service Contract (the "Amendment") is made and entered into as of i1 ZOt 2015 by and between the Village of Deerfield, an Illinois municipal c rporation (the "Village") and Waste Management of Illinois, Inc., an Illinois corporation ("WMI"). RECITALS: WHEREAS, Village and WMI entered into a Residential Scavenger Service Contract dated as of March 8, 2011 (the "Scavenger Contract') providing for the collection and disposal of garbage, refuse, recyclable materials and miscellaneous waste from all residential units in the Village of Deerfield as provided in the Scavenger Contract; and WHEREAS, Village and WMI mutually desire to amend the Scavenger Contract in order to extend the term of the Scavenger Contract for an additional five (5) years ending March 31, 2021, and to revise certain terms of the Scavenger Contract, all as provided in this Amendment. NOW, THEREFORE, in consideration of the terms and conditions set forth herein, and other good and valuable consideration, the Village and WMI agree that the Scavenger Contract shall be amended as follows: 1. Recitals: The above Recitals are true and material to this Amendment and are hereby incorporated and made a part of this Amendment as if set forth herein. 2. Extension of Term of the Scavenger Contract. The initial term of the Scavenger Contract commencing April 1, 2011 and ending March 31, 2016 is hereby extended for an additional five (5) years commencing April 1, 2016 and ending March 31, 2021. 3. Amendment to Section II.A of the Scavenger Contract. Notwithstanding anything to the contrary stated in Section II, Paragraph A of the Scavenger Contract, WMI agrees to offer residents a one month window annually to upgrade to a 96 gallon recycling cart for no charge. The Village and WMI shall mutually agree to the specific time frame for the annual extension of this upgrade opportunity, which shall not be less than 28 consecutive days. 4. Amendment to Section 4b of the Scavenger Contract. Effective February 1, 2016, Section 4b of the Scavenger Contract is amended to read as follows: 4b. All residential dwelling units receiving services from the WMI as of February 1, 2016 shall designate their selection of service for garbage and refuse as either curbside service or backdoor service, or may amend their previous designation, on or before April 1, 2016. All new customers shall designate their selection of services upon their registration for services with WMI. WMI shall provide curbside service to any residential dwelling unit which fails to designate its selection of services as required -1- pursuant to this section. WMI shall not impose any fee or penalty upon any residential dwelling unit owner or occupant who amends his or her selection of services, not more than once, prior to June 1, 2016 or for new customers within 60 days of the commencement of services by WMI. Any owner or occupant of a residential dwelling unit who amends his or her selection of curbside or backdoor garbage and refuse services on or after June 1, 2016, more than once within the allotted timeframe for change of service, or for new customers after 60 days from the date services commenced, shall pay a service switch fee of $80 for each time service is switched from curbside to backdoor service. There shall be no fee to change service from backdoor to curbside service. 5. Amendment to Section 4c of the Scavenger Contract. Section 4c of the Scavenger Contract is amended effective April 1, 2016 to read as follows: 4c. Owners or occupants of residential dwelling units shall be able to request that the Village review and decide on whether the owner or occupant is eligible to receive hardship service under this contract. Hardship service is defined as backdoor service for garbage and refuse, which is charged the same rate as curbside service. In order to be eligible for such a determination to be made by the Village Manager, or his designee, the owner or occupant must be and demonstrate all of the following: 1) physically unable to bring his or her garbage and refuse cart and containers to the curb, 2) no one else living in the dwelling unit is physically able to bring the garbage and refuse cart to the curb, and 3) must provide a tax return documenting that his or her income level is at or below the poverty income level established for Lake County Illinois by the Illinois Department of Labor or the US Census Bureau. The maximum number of hardship service determinations the Village can make and have in effect under this contract at any one time is fifty (50). 6. Amendment to Section 11 of the Scavenger Contract. Notwithstanding anything to the contrary stated in Section 11 of the Scavenger Contract, WMI shall exercise its best efforts to commence the use of at least eight (8) trucks that operate on compressed natural gas ("CNG") for the provision of garbage and refuse collection, and/or recyclable materials collection services pursuant to this contract and each year thereafter shall add two trucks that use CNG fuel until all trucks collecting garbage and refuse, and recyclable materials are CNG trucks; provided, however, that WMI may use trucks that do not operate on CNG per the requirement of this section, but only in the event of equipment failure on or related to the trucks that operate on CNG, and only to the minimal extent necessary to provide the collection services as required pursuant to this contract. 7. Amendments to Section 17 of the Scavenger Contract Concerning Rates. Notwithstanding anything to the contrary stated in Section 17 of the Scavenger Contract, beginning April 1, 2016 the rates for garbage and refuse, recycling, and garden waste collections and disposal as set forth in Section 17 of the Scavenger Contract are amended as set forth in Exhibit A attached to this Amendment. 8. Amendments to Section 17 of the Scavenger Contract Concerning Services to Villa e. -2- (a) Notwithstanding anything to the contrary stated in Section 17 of the Scavenger Contract, beginning April 1, 2016 WMI shall render complete service collection and removal to all Village -owned properties (Village Hall, Community Development, Public Works, and the Water Reclamation Facility) and to all Village festivals without charge, except for bulk material and roll offer service to Village facilities which shall be at the following rates: (i) $150.00 per haul (ii) $44.00 per ton for disposal (b) Notwithstanding anything to the contrary stated in Section 17 of the Scavenger Contract, beginning April 1, 2016 WMI shall also provide collection of recyclable materials from those properties located within the Village and owned by the Deerfield Park District, Elementary School District #109, Deerfield High School, the Deerfield Public Library, West Deerfield Township and the Deerfield Bannockburn Fire Protection District without charge. (c) WMI will provide the Village with ten (10) Waste Management "Battery Tracker" recycling kits and five (5) CFL recycling kits for use by Village for disposal by Village, and periodic collection by WMI, of alkaline/nickel dry cell batteries and CFL bulbs. This shall be at no cost to Village 9. Amendment to Section 18 of the Scavenger Contract. Section 18 of the Scavenger Contract is amended effective April 1, 2016 to read as follows: Annually on each anniversary date of the contract all prices charged by WMI for services under this contract, shall be increased based on the increase in the Consumer Price Index (CPI-U) for Chicago -Kenosha -Gary — All Items, for the previous twelve (12) month period, however the adjustment made pursuant to this section shall not be lower than 2.25% or greater than 3.5%. The December CPI will be used annually for this determination. For notification and verification purposes, WMI shall notify the Village in writing by February 15 of the annual increase and revised rates, as calculated pursuant to this section, which increase and rates shall not take effect until the Village approves of the proposed adjustment. Notwithstanding anything to the contrary, the yard waste rates on Exhibit A will not be subject to the annual increase until April 1, 2017. The refuse and recycling rates on Exhibit A will not be subject to the annual increase until April 1, 2018. 10. Miscellaneous. (a) Ratification. This Amendment supplements and amends the Scavenger Contract. In the event of any conflict or inconsistency between the Scavenger Contract and this Amendment, the provisions of this Amendment shall govern. All other terms, provisions, representations, warranties and covenants of the Scavenger Contract are hereby confirmed, ratified and remain in full force and effect. -3- (b) Authority- Each party acknowledges, agrees and represents that it has all requisite power and authority to execute and deliver, and to perform its obligations under this Scavenger Contract, as amended by this Amendment. (c) Entire A regiment. The parties hereby acknowledge and agree that this Amendment represents the entire understanding between the partles as to the subject matter of this Amendment, and supersedes any prior Agreement or understanding between the parties relating to the matters specifically addressed in this Amendment, that the Scavenger Contract, as amended by this Amendment, represents the entire understanding between the parties as to the subject matters addressed therein. IN WITNESS WHEREOF, the undersigned have executed this First Amendment to Residential Scavenger Service Contract between the Village of Deerfield and Waste Management of Illinois, Inc., as of the day and year first set forth above. VILLAGE OF DEERFIELD By: ".ZLato President Attest: 4V1llagCIerk WASTE MANAGEMENT OF ILLINOIS, INC. Attest:n � Title: rt c - AAbvv,` r Itt eNnc�s SE EXHIBIT A Beginning April 1, 2016, the rates for garbage and refuse, recycling, and garden waste collection and disposal shall be as follows: Refuse and Garba a Service: Single Family. and Duplexes Ix/Week, Unlimited Curbside Service: $17.28/unit/month lx/Week, Unlimited Backdoor Service: $23.79/unit/month Each additional 35 gallon cart $2.00/month Each additional 65 or 95 gallon cart $2.00/month Condominium Containerized Service $7.70/unit/month Recvclinp Service: Single Family and Duplexes Included in the refuse and garbage rate Condominium Containerized Service Included in refuse and garbage rate Garden Waste Service: lx/Week: $2.70 per sticker (required on each garden waste bag or bundle of brush) Recyclebank (Optional) For an additional Village -wide charge of $0.54 per home per month. VILLAGE OF DEERFIELD RESIDEN'rIAL SCAVENGER SERVICE CONTRACT This contract entered into this day of N(, L, _! 12011 between the Village of Deerfield, an Illinois Municipal Corporation ("the Village") and Waste Management of Illinois, Inc. ("WMI"). Section 1 - Definitions A. Garbage shall mean all animal and vegetable waste and all putrescible matter B, Refuse shall mean all combustible trash including, but not limited to. paper, cartons. boxes, magazines, excelsior, suitable for deposit in a container as specified wider Section II of these Specifications, and non-combustible trash including, but not limited to, metals, tin cans, glass bottles, crockery, articles of clothing and other mineral and similar waste products suitable for deposit in a refuse container. Refuse shall also include ashes and cinders which must be placed in a disposable tightly covered container. C. Garden Waste shall mean all yard trimmings, grass, leaves and similar materials suitable for deposit in garden waste containers as specified under Section 11 of these specifications. Garden Waste shall also include those branches and/or brush which can be loosely packed in garden waste containers as specified under Section II of these specifications or tied bundles of brush consisting ofyard trinmlings, tree and flower stalks and snnilar materials not suitable for deposit in garden waste containers. so long as said bundles do not exceed four (4) feet in length, thirty (30) inches ui circumference and fifty (50) pounds in weight. D. Miscellaneous Waste shall mean all waste materials of a size which render them unsuitable for deposit in a refuse or garden waste container as specified under Section Il of these specifications including, but not limited to, furniture and appliances. L. Construction Debris shall include, but not be limited to, wood, lumber, drywall and other similar materials commonly used and linrited to the homeowners' do-it-yourself projects. F. Residential Dwelling Unit(s) shall be defined as single and multi -family dwellings not exceeding two dwelling units. G. Recvclable Materials shall mean materials which can be removed from refuse and recycled. Included are newsprint, magazines, catalogs, mixed paper, corrugated cardboard, chipboard, aluminum and other types of cans and formed containers, glass bottles, plastics coded 41, 42, #3, #4, and #5, and other items mutually agreed to by the Village and WMI. Corrugated cardboard must be flattened and no larger than 3'x3'. 1-1 Condominium shall mean a multi -family building containing more than two dwelling units which has been submitted to the provisions of the Illinois Condonnnnium Property Act. 1. Unit, when used in connection with the term "Condominium", shall mean an individual dwelling unit in a Condominium intended for independent ownership, occupancy and use. J. Container, when used in connection with the teen "Containerized Service" shall mean, a covered, leak proof, large capacity container or dunnpster provided and owned by WMI with a sufficient volume to contain all garbage and refuse placed for disposal by the owners or occupants of the Condominium Units to be served by such container behveen regularly scheduled collections. K. Containerized Service shall mean garbage and refuse collection service provided to the owners and occupants of Units in a Condominium in Containers provided by \"11. Page I of 16 L. Cart shall mean a covered, leak proof cart provided and owned by WMI to contain all Refuse or Recyclable Materials placed for disposal or processing by the owner or occupants of a Residential Dwelling Unit. Section II - Residential Cart and Container Specifications for Garbage and Refuse Rea clable Materials and Garden Waste A. WMI shall provide each residential dwelling unit with one cart for garbage and refuse and one cart for recyclable materials which shall conform to styles and specifications approved by the Village. The carts shall be owned and maintained by WMI throughout the term of this contract. The design and color of the cart for recyclable materials must be readily distinguishable from the design and color of the refuse cart. WMI shall provide one free garbage and refuse cart to each residential dwelling unit in the Village. Each residential dwelling unit will be delivered a 95 gallon capacity cart at the start of the contract or new service. Each residential dwelling unit shall have 60 days to switch carts to either a 35 gallon or 65 gallon cart without charge. Thereafter any request to switch a garbage and refuse cart shall incur a $40 cart delivery fee payable to WMI by the owner or occupant of the residential dwelling unit. 2. WMI shall provide one free recyclables materials cart to each residential dwelling unit in the Village. Each residential dwelling unit will be delivered a 65 gallon capacity cart at the start of the contract or new service. Each residential dwelling unit shall have 60 days to switch carts to either a 95 gallon or 35 gallon cart without charge. Thereafter any request to switch a recyclables materials cart shall incur a $40 cart delivery fee payable to WMI by the owner or occupant of the residential dwelling unit. B. Any other containers used by a resident of a residential dwelling unit for refuse or recyclable materials that do not fit within the carts provided by WMI shall be: Of durable metal or plastic material 2. Watertight 3. Equipped with a tight -fitting cover and with handles suitable for lifting by one (1) person and shall not exceed fifty (50) pounds. .C. Garden Waste shall be placed in approved thirty -gallon (30) disposable paper bags or tied bundles of brush consisting ofyard trhnmings, tree and flower stalks and similar materials not suitable for deposit in garden waste containers, so long as said bundles do not exceed four (4) feet in length, thirty (30) inches in circumference and fifty (50) pounds in weight. D. Only containers complying with these specifications for garbage, refuse, garden waste and recyclable materials respectively may be utilized. E. WMI agrees to supply the Village 5 Waste Management CFL recycling kits at no cost to the Village. F. WMI agrees to supply the Village with 5 Waste Management battery tracker 3'h gallon battery recycling buckets at no cost to the Village. Page 2 of 16 Section III - Residential Container Location A. For those residential dwelling units for which back door garbage and refuse service has not been selected, all carts and containers for garbage and refuse shall be placed at the curb in front of the dwelling unit not earlier than sundown of the day preceding the day scheduled for collection nor later than 7:00 AM the day of collection. B. All carts and containers for garbage and refuse for those residential dwelling units that have selected backdoor garbage and refuse service shall be kept in the rear of residential premises or in the garage where such garage is located at the fiiont of the residence. If the containers are stored in the garage, they must be placed outside the garage for collection. C. All garden waste containers and bundles of brush shall be securely closed or tied in the case of bundles of brush and placed for collection, along with the cart and containers forrecyclable materials, miscellaneous waste and construction debris, at curbside not earlier than sundown of the day preceding the day scheduled for collection, nor later than 7:00 AM the day of collection. At curbside shall be defined as follows: (1) Conventional Curbs - containers shall be placed behind the curb. (2) Non -Conventional Curbs - containers shall be placed no closer than two (2) feet nor further than five (5) feet firm the parkway adjacent to the pavement. TERMS OF CONTRACT The contract tern shall be for five years, conunencing April 1, 2011 and ending March 31, 2016. Upon the mutual written consent of both parties this contract can be extended for two additional three year periods. DEERFIELD SCAVENGER SERVICE PROGRAM CONTRACT PROVISIONS 1. WMI shall furnish a complete service for the collection and disposal, exclusive of household hazardous waste, of all garbage, refuse, recyclable materials (unlimited service) and miscellaneous waste (as those terns are defied in the Deerfield Municipal Code of 1975, as amended, and as it may hereafter be amended) exclusive of household hazardous waste frorn all residential units as defied in Section I-F of the specifications. WMI may also service any premises not included in this contract by contracting separately for such service at separately negotiated rates. 2. WMI agrees that at each residential collection it will collect, at the curly, bagged garden wastes, including leaves, in unlimited amounts, on a weekly basis from April I to December 15th. hi addition, WMI shall collect weekly, in unlirnited amounts, tied bundles of brush consisting of yard trimmings, tree and flower stalks and similar materials not suitable for deposit in garden waste containers, so long as said bundles do not exceed four (4) feet in length, thirty (30) inches in cir-curnference and fifty (50) pounds in weight. All bags and/or bundles of garden waste must have a garden waste sticker attached in order to be collected. Two additional collections will be provided for organic Christmas trees and other organic holiday decorations each January. The Village will provide a €all leaf pick-up program from October 1 through November 30 to aid WMI in the collection of leaves. 3a. WMI agrees that at each residential collection it will collect, at the curb, items of miscellaneous waste as defined in the Deerfield Municipal Code of 1975, as amended, which consist generally of furniture, cabinets, lumber, boards of three (3) feet in length which have been tied securely, construction debris of one cubic yard and sbnilar items, at no additional charge. WMI, upon request of the occupant of any residential unit, shall collect and remove construction debris Page 3 of 16 in excess of one cubic yard, at reasonable rates mutually agreed upon by WMI and the resident, provided that the Village reserves the right from tone to tone to determine reasonably whether any waste constitutes extensive construction debris rather than miscellaneous waste subject to ordinary collection. 3b. White goods (appliances) will be picked up at no additional charge on a designated day mutually agreed to by the Village and WMI. Residents must call in advance to schedule such pick up. 4a. WMI agrees that collection of garbage and refuse shall be made from each residential dwelling unit in the Village, without Imitation to the nurnber of carts and containers at each dwelling unit, at least once a week, on regularly maintained routes, and according to a fixed schedule, which routes and schedules shall be subject to Village approval. The regular collection schedule shall provide for the collection to take place on Tuesday or Wednesday of each week. Each residential dwelling unit shall have the choice of receiving either curbside garbage and refuse collection service or backdoor garbage and refuse collection service. Any residential dwelling unit selecting backdoor service shall receive a separate invoice firom WMI that is payable by the owner or occupant of the unit. The charge for backdoor service shall be consistent with the rates contained and approved in this contract. 4b. All residential dwelling units receiving services from the WMI as of the effective date of this contract shall designate their selection of service for garbage and refuse as either curbside service or backdoor service on or before April 1, 2011, All new customers shall designate their selection of services upon their registration for services with WMI. WMI shall provide curbside service to any residential dwelling unit which fails to designate its selection of services as required pursuant to this section. WMI shall not impose any fee or penalty upon any residential dwelling unit owner or occupant who amends his or her selection of services, not more than once, prior to June 1, 2011 or for new customers within 60 days of the commencement of services by WMI. Any owner or occupant of a residential dwelling unit who amends his or her selection of curbside or backdoor garbage and refuse services on or after June 1, 2011, more than once within the allotted timefiarne for change of service, or for new customers after 60 days from the date services commenced, shall pay a service switch fee of $80 for each time service is switched from curbside to backdoor service. There shall be no fee to change service from backdoor to curbside service. 4c. Owners or occupants of residential dwelling units shall be able to request that the Village review and decide on whether- the owner or occupant is eligible to receive hardship service under this contract. Hardship service is defined as backdoor service for garbage and refuse, which is charged the same rate as curbside service. In order to be eligible for such a determination to be made by the Village Manager, or his designee, the owner or occupant must be and demonstrate all of the following: 1) physically unable to bring his or her garbage and refuse cart and containers to the curb, 2) no one else living in the dwelling unit is physically able to bring the garbage and refuse cart to the curb, 3) must provide a tax return documenting that his or her income level is at or below the poverty incorne level established for Lake County Illinois by the Illinois Department of Labor or the US Census Bureau, and 4) shall not have selected and paid the Village for optional twice -a- week refuse service during January, February or March of 2011. The maximum number of hardship service determinations the Village can make and have in effect under this contract at any one time is fifty (50). 5. WMI agrees that the collection of garden waste shall be made from each residential unit in the Village, without limitation to the number of containers at each dwelling unit, at least once each week on regularly maintained routes and according to a fixed schedule, which routes and schedules shall be subject to Village approval. Garden waste collection services shall be on the same day as garbage and refuse collection services. 6. WMI agrees that the collection of recyclable materials shall be made fi-orn each residential dwelling unit in the Village at least once each week on regularly maintained routes Page 4 of 16 and according to a fixed schedule, which routes and schedules shall be subject to Village approval. Recyclable materials collection services shall be on the same day as garbage and refuse collection services. 7a. WMI shall furnish all Condominium Units with complete service for the collection and disposal (exclusive of household hazardous waste) of all garbage, refuse, recyclable materials and miscellaneous waste. WMI shall provide Containerized Service collection of garbage and refuse from each Condominium in the Village , on regularly maintained routes, and according to a fixed schedule, which routes and schedules shall be subject to Village approval. If Condominiums receiving Containerized Service under the provisions of this contract desire more frequent collections, WMI shall offer to provide additional containerized collection service to those condominium associations that request such additional service. WMI shall also provide, at no additional charge, appropriate Containers which shall be: 1. of durable metal or plastic material and equipped with a tight fitting cover; 2. Water tight and leak proof; 3. of a size to fit within garbage collection enclosures provided at the Condominium served by the Container; 4. of a sufficient size to contain all garbage and refuse to be deposited by Unit occupants between collection dates. All Containers provided by WMI for Containerized Service shall be kept in the garbage collection enclosures provided by the Condominium Association, and shall be carefully removed and returned to the enclosure after each collection. WMI may offer to make available to commercial, industrial and multi-farnily establishments in the Village a complete waste collection and removal service at rates which shall be competitive with others rendering sunilar service. It is understood and agreed that WMI shall be the sole scavenger rendering waste collection and removal service to residential dwellings in the Village, but that the Village may license others to render such service to cornmercial and industrial establishments in the Village. 8. WMI shall observe the following holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. In weeks during which one of the above holidays is observed on a Sunday, Monday, Tuesday, or Wednesday, service will be delayed one day. 9(a). All garbage and refuse, recyclable materials and garden waste shall be removed from the Village at the close of each day of collection and shall be disposed of or managed at lawfully operated sanitary landfill sites, transfer stations, recycling facilities and/or coinposting sites at the sole expense of WMI. WMI warrants that sufficient sites for the disposal or management of said waste and material will be available to WMI during the full teen of this contract. 9(b). All garbage and refuse shall be removed from the Village at the close of each day of collection, and shall be disposed of at a Solid Waste Agency of Lake County -designated lawfiilly operated pollution control facility (ies) at WMI's sole expense. The Agency -designated facilities in operation at the time of execution of this Contract are the Countryside Landfill in Page 5of16 Grayslake, the Veolia/Zion Landfill in Zion and the Pheasant Run Landfill in Kenosha County, Wisconsin. Notwithstanding the foregoing, the Village reserves the right to direct the location of disposal to a pollution control facility that commences operations after the date of this contract and utilizes technology that results in a substantial increase in the beneficial reuse of such garbage and refuse when compared with the pollution control facility being used by the WMI, provided that any increase or decrease in costs arising therefrom shall be negotiated to reflect the increase or decrease with WMI. If WMI elects to transport the Village's garbage and refuse to a pollution control facility that is not an Agency designated facility it must pay to the Agency, on a calendar quarterly basis, the local surcharge fee allowed pursuant to the Illinois law, which is currently $1.27 per ton of eligible waste. 9(c). All garden waste shall be managed in a lawful manner. Management options include Illinois Environmental Protection Agency (IEPA) permitted landscape waste composting facilities or land application'at legal agronomic rates. IEPA permitted landscape waste facilities may treat, compost, grind, or land -apply said landscape waste. WMI must disclose the management site and notify the Village of any proposed change at least sixty (60) days in advance of any change. Notwithstanding the foregoing, the Village reserves the right to reject any proposed change, or to direct the location of disposal to a landscape waste facility that is more cost effective than the facility being used by WMI, provided that any increase or decrease in costs arising therefrom shall be negotiated to reflect the increase or decrease with WMI. No landscape waste 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 as agreed to by the Village in writing. 9(d). WMI shall deliver all collected recyclable materials to the WM Recycle America LLC Intermediate Processing Facility (WMRA Facility) in Grayslake IL. - Notwithstanding the foregoing, the Village reserves the right to direct WMI to deliver its collected recyclable materials to a Solid Waste Agency of Lake County -designated processing facility that provides greater financial benefits to the Village and the Agency than the WMRA Facility after the Agency's current agreement with the WMRA Facility expires. If the Village elects to direct a change in facilities, any increase or decrease in collection costs arising therefrom shall be negotiated to reflect the increase or decrease with WMI. The Village may tenninate the contract if WMI fails to abide by the Rules and Regulations set forth by the facility used for the processing of collected recyclable materials. All proceeds fiorn the sale of Recyclable Materials shall be retained by WMI. WMI agrees to provide a quarterly accounting statement, pertaining to the Village, detailing the weight of recyclable materials collected and verifying compliance with all provisions of this section of the contract. Notwithstanding the foregoing, WMI acknowledges that the Agency has in effect a rebate program whereby the Agency receives certain funds from the WMRA Facility, and distributes a portion of these funds to its members, including the Village, and WMI waives any claim to any portion of the funds collected by the Agency through this program. 10. The services to be rendered by WMI hereunder shall be performed in an orderly, efficient and workmanlike manner. WMI shall not litter prernises in the process of making collections nor allow any refuse to blow at all from any vehicle used for collections. WMI shall repair or replace, at its expense, containers damaged as a result of its negligent handling thereof, reasonable wear and tear expected. WMI shall replace lids or covers on containers irrunediately after emptying. WMI agrees that emptied containers will not be placed on pedestrian walkways after collection. 11. WMI shall furnish a complete list of the vehicles to be used in servicing this contract. The Village reserves the right to request descriptive literature or specification sheets for each type of vehicle listed as it deems necessary to determine additional details to evaluate the WMI proposal, or to properly administer specifications of this contract. Upon request of the Village, WMI shall Page 6 of 16 demonstrate that collection equipment is suitable for the materials to be collected. All vehicles shall be maintained in good working order and appearance, flee of rust, and shall be clean at the start of each collection day. No vehicle shall be operated on Village streets which leak any fluids from the engine or compacting mechanism. In the event that any vehicle is not properly operable, a conforming substitute vehicle shall i rrmediately be provided that complies with the terms herein. All vehicles shall display the WMI name, a local phone number, and a vehicle identification number that is clearly visible onboth sides, All vehicles shall be fully enclosed, leak -proof and operated in such a way that no refuse, recyclable, or yardwaste leaks, spills, or blows off the vehicles. Should any refuse, recyclable, or yardwaste leak, spill, or blow off a vehicle, WMI shall be responsible for collecting or cleaning up such litter or fluids. If such litter or fluids are not cleaned up after notice (verbal or written) from the Village, the Village may clean up same, and the Village may bill the cost to WMI for services rendered. Drain plugs, if available, shall be kept closed except during collections in rainy weather. All vehicles shall be made available for inspection during regular business hours at the request of the Village, in addition to yearly inspection requirements of WMI's annual business license(s). Refuse, recyclable materials, and garden waste shall -not be cornrningled. WMI shall use exclusively modern, enclosed leak proof; packer type disposal truck bodies for all residential garbage, refuse and garden waste disposal service. All equipment used for transportation of garbage of any kind shall be watertight and equipped with covers. WMI shall furnish courteous, neat and competent employees. Employees will not operate any vehicle while under the influence of drugs and alcohol. Employees must comply with all Illinois commercial driver's license (CDL) laws and requirements. The gross weight of any collection vehicle used in the Village shall not exceed a gross weight of 54,000 pounds for a three axle vehicle. Other vehicles must meet the Illinois Municipal Code. Not later than July 1, 2011, WMI shall exercise its best efforts to commence the use of at least two trucks that operate on cornpressed natural gas ("CNG") for the provision of garbage and refuse collection, and/or recyclable materials collection services pursuant to this contract and each year thereafter shall add two trucks that use CNG fuel until all tracks collecting garbage and refuse, and recyclable materials are CNG trucks; provided, however, that WMI may use trucks that do not operate on CNG per the requirement of this section, but only in the event of equipment failure on or related to the trucks that operate on CNG, and only to the minimal extent necessary to provide the collection services as required pursuant to this contract. 12. Residential collection service shall not begin in Deerfield prior to 7:00 A.M., except for Deerfield and Waukegan Roads, where service may begin at 6:30 A.M. in order not to interfere with peak hour traffic. 13a. Insurance. WMI will be required to furnish at their sole cost original certificates of insurance upon award of the contract. Throughout the term of this contract and any renewal thereof, WMI agrees, at a minimum, to carry and maintain in effect insurance as follows: a) Workman's Compensation: WMI shall carry in a company authorized under the laws of the State of Illinois a policy to protect itself against liability under the Workman's Compensation and Occupational Diseases Statutes of the State of Illinois. b) Motor Vehicle Liability Insurance: WMI shall carry in its own name a policy under a comprehensive form to insure the entire motor vehicle liability for its operations with limits not less than $3,000,000 each person and $5,000,000 each accident bodily injury and death liability and $1 000,000 each accident for property damage liability. This policy shall name the Village of Deerfield as additional Page 7 of 16 insured as respects the operation of vehicles owned or operated by WMI. c) General Liability: WMI shall carry in his/her own name a comprehensive liability policy for its operations other than motor vehicle with limits of at least $3,000,000 each person and $5,000,000 each accident bodily injury and death liability, $1,000,000 each accident for property damage liability. The Village of Deerfield shall be named as additional insured on this policy. Said insurance policies shall not be cancelable without thirty (30) days prior written notice to the municipality. WMI shall furnish the municipality with certificates evidencing that the insurance provided for herein is maintained by WMI within seven (7) days of the date ofanyrequestby the municipality. The insurance coverage specified herein constitutes the minimum requirements and said requirements shall in no way lessen or limit the liability of WMI under the terms of this agreement. WMI shall procure and maintain at its own cost and expense, any additional kinds and amounts of insurance which, in WMI's own judgment, may be necessary for its proper protection in the prosecution of the work. d) WMI agrees to provide an umbrella coverage over and above all individual coverages of not less than $10,000,000, insuring both WMI and the Village. All insurance policies required by this Section 13 shall be on an occurrence basis. 13(b). Indemnification. WMI shall indemnify and save harmless the Village of Deerfield against any and all damages to property or injury or death of any person or persons, including properly and employees, agents or invitees of the Village of Deerfield and shall defend, indemnify and save harmless the Village of Deerfield from any and all claims, demands, suits, actions or proceedings of any kind or nature, or by anyone whatsoever, including but not limited to costs, expenses and reasonable attorney fees, in any way resulting fi om or arising out of WMI's performance under the terns of this proposal and/or the operations in connection herewith, including operations of sub -contractors and actions or omissions of employees or agents of WMI or its sub- contractors. WMI's insurance shall include contractual coverage of the foregoing "hold harmless" agreement. It is expressly agreed that in no event shall the Municipality be liable or responsible to WMI or any other person, on account of stoppages, or delay in work herein provided for, by injunction or other legal or equitable proceedings brought against WMI, or from, or by account of, any delay from any cause whatsoever over which the municipality has no control. 13(c). Force Majeure. Neither party shall be deemed in violation of this Agreement for the delay in that party's performance or failure to perform in whole or in part its obligations under this Agreement due to shrike, work stoppages, war or act of war (whether an actual declaration is made or not), insurrection, riot, act of public enerny, fire, flood or other act of God or by other events to the extent that such events are caused by circumstances beyond the party's control and are not caused by negligence on the part of that party or anyone acting on its behalf; provided, however, that strikes or work stoppages by WMI's own work forces shall not be considered events caused by circumstances beyond WMI's control. In the event that the delay in performance or failure to perform affects only part of WMI's capacity to perform its obligations under- this Agreement, WMI shall perform such obligations to the extent it is able to do so in as expeditious manner as possible. Page 8 of 16 WMI shall promptly notify the Village in writing of any event covered by this Paragraph and the date, nature and cause thereof. Such notice shall indicate the anticipated extent of such delay and the obligation under this Agreement to be affected thereby. 14. Upon execution of the contract, WMI shall furnish a surety bond in the penal sum of $500,000„ conditioned upon the faithful perfonnance by WMI of its obligations under this contract and on its full compliance with the laws of the State of Illinois and ordinances and regulations of the Village of Deerfield, and said bond shall indemnify the Village against any loss resulting from any breach or failure of performance by WMI. The surety on said bond shall have at least a AAAA financial rating in the most recent edition of Best's Insurance Reports. WMI may, at its option, in lieu of the above required performance bond, deposit with the Village a cash deposit of $500,000, or a $500,000 Certificate of Deposit, or letter of credit in such form as is acceptable to the Village. In the event that the tern of the surety bond does not extend for the full tern of the contract, WMI shall furnish a renewal surety bond not less than thirty (30) days prior to the expiration date of the surety bond. Failure to obtain the renewal surety bond in a timely manner will constitute an event of default enabling the Village to be indemnified pursuant to said surety bond. 15, WMI shall be responsible for maintaining a phone system that allows for prompt and irmnediate response to residents' requests for service. 16(a). WMI agrees to respond to complaints of missed service on the same day the complaint is received, but in no case later than one business day after its receipt provided that WMI is notified of the missed pickup by 11.00 A.M. on the day following normal pickup. If service is not rendered within one business day, the Village of Deerfield shall subtract $40 from the monthly bill paid WMI for each dwelling missed during that billing period. If a residence is missed more than three times in one calendar month, an additional credit will be given for that miss in addition to the one already provided, however the additional credit shall not exceed an additional $40.00. 16(b). WMI's Failure to Perform; Notice of Default. In the event WMI shall fail, or anticipates that it shall fail, in whole or in part, to provide garbage and refuse or recycling or garden waste collection and disposal services for a period of one or more days, WMI shall give immediate telephone notice and twenty-four (24) hour written notice of such failure or anticipatory failure to the Village Manager, or his designee, specifying therein the reasons for such default. In addition to any other remedies the Village may have by statutory law or under this Agreement, it shall have the right to cause such collection and disposal work to be done with its own forces or by a thud party. All direct and indirect costs so incurred by the Village shall be paid by WMI, either by direct charge to WMI and/or by setoff against payments due WMI for services rendered under this Agreement; provided, however, that the Village shall have first served a notice of default and demand for performance on WMI and its surety, and WMI and its surety have refused or failed to perform such work. In the event any such failure by WMI or its surety shall continue for a period of ten (10) days or more following WMI's default, notice of default and dernand for performance, the Village shall have the right, in addition to any other legal, equitable or contractual remedies available, to continue to proceed as provided in the foregoing paragraph, or to terminate this Agreement following notice to cure as provided for herein. 16(c). Notice of Actual or Threatened Work Stoppage. WMI shall promptly notify the Village Manager, or his designee, as soon is reasonably possible after becoming aware of any Page 9 of 16 actual or threatened strike or work stoppage that may interrupt the provision of garbage and refuse or recycling or garden waste collection and disposal services under this Agreement, and shall thereafter continue to regularly notify the Village as to the resolution of the actual or threatened strike or work stoppage until the actual strike or work stoppage has ended or the threat of the same has dissipated. The Village shall have the right to demand reasonable assurances that WMI will continue to provide garbage and refuse and recycling and garden waste disposal set vices under this Agreement notwithstanding an actual or threatened work stoppage. In the event WMI cannot provide assurances of its continued performance satisfactory to the Village, or if garbage and refuse or recycling or garden waste collection and disposal services under this Agreement is interrupted as a result of an actual or threatened work stoppage, the Village shall have the right, in its sole discretion, (a) to demand performance by WMI's surety, or (b) to employ such persons and to purchase such material and set vices as may be necessary to provide garbage and refuse or recycling or garden waste collection and disposal services under this contract, and to charge the expense of such labor, materials and services to WMI, less the sum that would have been payable to WMI under this Agreement if WMI had provided such garbage and refuse or recycling or garden waste collection and disposal services. 17. In consideration of WMI's satisfactory performance of the services described herein, the Village shall pay to WMI a sutra equal to the number of residential dwelling units and condominium units at each set -vice level multiplied by the herein established prices. Compensation to WMI shall be adjusted quarterly on the basis of increase or decrease in the number of residential dwelling units and condominium units in the Village during the preceding quarter. Such computation of changes in the number of residential dwelling units and condominium units shall be made by the Village and reported in writing to WMI for its review and approval within thirty (30) days following the close of each quarter, The changes in compensation to WMI shall be effective as of the first day of said new quarter. It is the intention of the parties hereto that the Village shall not compensate WMI for additional residential dwelling units and condominium units until the beginning of a new quarterly adjustment date; nor will the amount of monthly compensation be diminished for residential dwelling units and condominium units demolished or disannexed until the beginning of a new quarterly adjustment rate. Furthermore, the rates set forth herein may be adjusted from time to time based on any change in law, rule or regulation by state, federal or local governments; or any operational cost not reasonably foreseeable at the commencement of this Contract. The Village may reasonably require WMI to provide sufficient evidence of such requirement for a rate adjustment. Payment to WMI will be in the month following the month of service as soon as practicable following the second Village Board meeting of the month. Beginning April 1, 2011, the rates for garbage and refuse; recycling, and garden waste collection and disposal shall be as follows: Refuse and Garbage Service: Single Family and Duplexes Ix/Week, Unlimited Curbside Service: $15.95/unit/month lx/Week, Unlimited Backdoor Service: $21.95/unit/tnonth Each additional 35 gallon cart $2.00hnonth Each additional 65 or 95 gallon call $2.00hnonth Condominium Containerized Service Page 10 of 16 $7.25/unit/month REffe inrr Service: Single le Family and DuD_plexes Included in the refuse and garbage rate Condominium Containerized Service Included in refuse and garbage rate Garden Waste Service: Ix/Week: $2.50 per sticker (required on each garden waste bag or bundle of brash) In addition to the other services described herein, WMI shall render complete service collection and removal to all Village -owned properties (Village Hall, Cornrnunity Development, Public Works, and the Water Reclamation Facility) without charge. This shall not include unlimited bulk material removal or roll off service. Charges for bulk material removal and roll off service shall be determined at the time, based on weight and type of material. WMI shall also provide collection of recyclable materials from those properties owned by the Deerfield Park District, Elementary School District #109, Deerfield High School, the Deerfield Public Library, West Deerfield Township and the Deerfield Bannockburn Fire Protection District without charge. Beginning April 1, 2011, WMI shall provide garden waste collection at a cost of $2.50perbag or bundle. The Contractor shall provide appropriate stickers for garden waste collection (see Section 11 C). WMI shall be responsible for establishing and maintaining viable markets for the recyclable materials collected in Deerfield. The Village is a member of the Solid Waste Agency of Lake County (SWALCO). In the event that the Village enters into one or more agreements with SWALCO, which necessitates payments by the Contractor to SWALCO not included in this contract at the time of its execution, the Contractor shall be authorized to increase the monthly fees that it charges for refuse and recycling services. Upon notice and within ninety (90) days, the Contractor shall pay SWALCO the amount directed by the Village. The Contractor shall be able to increase the monthly fee for refuse and recycling services it charges to recover the SWALCO payment(s) upon approval by the Village. The Village's approval will not be unreasonably delayed or withheld. After receipt of notice of a SWALCO agreement, the Contractor shall calculate the additional monthly cost and present it to the Village. Upon approval by the Village, the Contractor shall be allowed to increase the monthly fee for refuse collection and recycling services covering all time periods for which the SWALCO payment is due to recover the cost of the SWALCO payment. WMI shall provide sufficient equipment and personnel to transport leaves collected by the Village for twenty (20) operating days to a lawfully operated compost site located outside the Village at no cost to the Village. 18. Annually on each anniversary date of the contract all prices charged by WMI for services under this contract, shall be increased based on the increase in the Consumer Price Index (CFI-U) for Chicago -Kenosha -Gary — All Items, for the previous twelve (12) month period, however the adjustment made pursuant to this section shall not be Page 11 of 16 lower than 2% or greater than 4%. The December CPI will be used annually for this determination. . For notification and verification purposes, WMI shall notify the Village in writing by February 15 of the annual increase and revised rates, as calculated pursuant to this section, which increase and rates shall not take effect until the Village approves of the proposed adjustment. 19, The provisions of this contract shall not be construed in any way to restrict or limit the legislative discretion of the corporate authorities of the Village to arnend or repeal any applicable provisions of the Deerfield Municipal Code of 1975, as amended, or to amend or repeal any rule or regulation promulgated pursuant thereto. It is understood and agreed that, in the event that Federal, state or local regulations are amended with respect to the number and kind of residential waste containers and the location and placement thereof on the premises by the residents preparatory to collection by WMI or any other provision directly affecting and related to the scope and nature of the service to be provided and rendered by WMI, which amendments demonstrably affect WMI's cost of providing and rendering such residential waste disposal set vice, the parties hereto agree to use their best efforts to reach agreement on an appropriate increase or decrease in the monthly billing to the Village set forth in Paragraph 17 above to compensate WMI or the Village resident for such change in WMI's cost of performing this contract. In the event of the failure of the parties in such cases to agree upon an appropriate increase or decrease in the monthly billing within thirty (30) days, either party may request, and upon such request, the matter- of the amount of the increase or decrease in the monthly billing shall be arbitrated by the parties before an arbitrator selected by the American Arbitration Association, and the arbitration shall proceed in accordance with then existing riles of that Association, The award of the arbitrator shall be final and binding upon both parties. The cost of the arbitration shall be borne as the arbitrator may direct. It is the intention of the parties, if occasion arises for arbitration, that the arbitration proceed with reasonable promptness and that a determination be made without undue delay. 20. This contact is not assignable by WMI without the consent of the Village, but subject to that restriction, shall be binding upon and inure to the benefit of the successors and assigns of WMI. 21. In the event WMI shall be adjudged bankrupt, either by voluntary or uivoluntary proceedings, then this contract shall nnmediately terminate, and in no event shall this contact be, or be treated as, an asset of WMI after adjudication of bankruptcy. If WMI shall become insolvent, or fail to meet its financial obligations, then this contact may be terminated at the option of the Village upon fifteen (15) days' written notice to WMI and, in no event shall this contact be, or be heated as an asset of WMI after the exercise of said option. This contact is not assignable by WMI, either voluntarily or involuntarily, or by process of law, except as above provided, and shall not be or come under the control of creditors, or trustee, or trustees of WMI in case of bankruptcy or insolvency of WMI, but shall be subject to termination as above provided. 22. WMI's performance of this contract shall be supervised by the Village Manager. If, at any time during the life of this contract, performance satisfactory to the Village Manager shall not have been trade, WMI, upon notification by the Village Manager, shall increase its work force, tools and equipment as needed to properly perform this contract to the satisfaction of the Village Manager. The failure of the Village Manager- to give such notification shall not relieve WMI of its obligation to perform the work at the time and in the manner specified in this contract. 23, Where any dispute arises between the resident and WMI as to the manner of placing refuse or the nature of the content or the like, WMI agrees in the specific instance to remove the refuse (exclusive of that waste deerned extensive construction debris and household hazardous waste) even though, in their opinion, it is improperly placed or contained. Thereafter, WMI will immediately report the controversy to the Village for settlement before additional collection becomes necessary in order to avoid further Page 12 of 16 disputes or disagreements between residents and WMI's employees. 24. WMI agrees that, should any emergency arise by reason of storm, tornadoes, cyclones or the like which require additional hauling WMI may upon request from the Village provide additional services beyond that which is customarily provided for herein at such rates to be determined by the parties at the tune of need. 25. To prevent misunderstandings and litigation, the Village Manager, or his designated agent, shall decide any and all questions which may wise concerning the quality and acceptability of the work and services performed, the sufficiency of the perfonmance, the interpretation of the contract provisions, and the acceptable fulfillment of the contract on the part of WMI. The Village Manager will determine whether or not the amount, quantity, character, and quality of the work performed is satisfactory, which determination shall be final, conclusive and binding upon both the Village and WMI and shall be issued in writing to WMI. The Village Manager shall make such explanation as may be necessary to complete, explain or make definite the provisions of this contract, and his findings and conclusions, when issued in writing to WMI, shall be final and binding upon both the Village and WMI. This provision shall not be applied in an arbitrary manner. 26. WMI shall furnish the Village Manager, or his authorized representatives, with every reasonable opportunity for ascertaining whether or not the work as performed is in accordance with the requirements of this contract. WMI shall designate, in writing, the person to serve as agent to WMI and liaison between that organization and the Village. The Village Manager may appoint qualified persons to inspect WMI's operations, records and equipment at any reasonable time and place. 27. It is expressly agreed that, in no event, shall the Village be liable or responsible to WMI, or any other person, on account of stoppages, strikes or other delays in the work herein provided for, by injunction or other legal or equitable proceedings brought against WMI, or from or by account of any delay from any cause whatsoever over which the Village has no control. 28. WMI shall comply with all applicable laws, ordinances, rules and regulations of the State of Illinois, Counties of Lake and Cook and the Village of Deerfield relating to performance of the contract, use of premises and public places and safety of persons and property, WMI shall obtain, at his own expense, all permits and licenses required by law or ordinances and maintain the same in full force and effect. 29. It is the understanding and intention of the parties hereto that this contract shall constitute a contract for the provisions of scavenger service; that said contract shall not constitute a franchise. 30. WMI shall provide and distribute annually a printed, educational material, schedule magnet or the equivalent to households served by this contract prior to the starting date of this contract for the purpose of explaining the program. Printing and distribution of these materials shall be at WMI's cost. The Village shall approve the form and content of the educational material prior to its distribution. Such materials shall be on recycled -content paper, and imprinted with the standard recycling logo and phrase "printed on recycled paper." Such material shall be in addition to the Village's own educational material. WMI shall furnish the Village a reasonable extra quantity of the material, the number to be mutually detennined, for use of the Village in sending Village welcome packets to residents establishing new occupancies in the weeks following implementation of this program. Page 13 of 16 A distribution of publicity for subsequent price and service changes occurring at anniversary dates of this contract shall be the responsibility of WMI at its cost. Upon request of the Village, and with reasonable notice, WMI shall also make available personnel for presentations at meetings or other similar gatherings to explain the collection program throughout the term of this contract. 31. Prior to the end of each calendar quarter throughout this contract, WMI shall return to the Village and the Solid Waste Agency of Lake County a Collection and Disposal Report for the materials collected during the previous quarter. The reports shall detail garbage and refuse disposal, recycling and garden waste collection activities for the previous quarter, including without limitation, recycling participation rate, the amount of garbage and refuse, recyclable materials and garden waste collected; and, the vendor purchasing or receiving the recyclables and the facilities receiving the waste materials. Reports shall be submitted quarterly no later than thirty (30) days following the end of the quarter. In addition, WMI shall supply other information, as requested by the Village Manager, which is related to WMI's performance under this contract. This information may include, but is not limited to, an independent audit of fiscal and operating conditions pertaining to this contract, at WMI's expense. 32. All teens and conditions of the contract are considered material, and failure to perform any of said conditions on the part of WMI shall be considered a breach of said contract. Should WMI fail to perform any of said terns or conditions, the Village shall notify WMI of said breach. If said breach is not remedied or cured to the reasonable satisfaction of the Village within ten (10) business days of WMI's receipt of such notice, the Village shall have the right to terminate the contract at the expiration of the ten (l 0) business day period. In addition to any and all equitable and legal remedies available to the Village in the event of a breach of this contract by WMI, the Village shall have the right to call upon the performance bond or letter of credit as the case may be, described hereinabove, The remedies provided to the Village herein shall be curnulative and not exclusive. 33. During the tern of this contact, WMI shall comply in all respects with the Equal Employment Opportunity Act. WMI 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, disability or age. Findings of noncompliance with applicable State or Federal equal employment opportunity laws and regulations may be sufficient reason for revocation or cancellation of this contract. The submission by WMI and each subcontractor of payrolls, or copies thereof is not required. However, WMI and each subcontractor shall preserve their weekly payroll records for a period of three (3) years from the date of completion of this contract. If the Department of Labor revises the prevailing late of hourly rates to be paid by the public body, the revised rate, as provided by the public body, shall apply to this contract. 34. The invalidity of one or more of the phrases, sentences, clauses, or subsections contained in the contract shall not affect the validity of the remaining portion of this contract so long as the material purposes of this contract can be detennined and effectuated. 35. Confidentiality Provision. (1) The Village shall keep confidential and not disclose any proprietary information obtained from WMI. (2) The Village shall not disclose without the prior consent by, or permission of, WMI (other than to the Village's officers, employees Page 14 of 16 or counsel) any proprietary information acquired by the Village by virtue of this agreement, including the fact that proprietary infonmation has been made available to the Village, provided that the Village may disclose any such information: (a) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state federal administrative or regulatory body having or claiming to have jurisdiction over WMI; (b) as may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided, however, the Village shall notify VfMI of the Village's receipt of the sunnnons or subpoena regarding proprietary information as soon as practicable in order to allow VdMI an opportunity to enjoin such disclosure; and (c) in order to comply with any taw, order, regulations or ruling applicable to the Village, provided, however, the Village shall notify VIM of the Village's legal requirement to disclose proprietary infonmation as soon as practicable in order to allow VVM an opportunity to enjoni such disclosure. (3) The Village further agrees that it will disclose the proprietary information referred to above only to those of the Village's officers, employees or counsel who shall reasonably need to know such information in order to evaluate, make decisions and render advice in connection with this agreement and who are informed of the confidential nature of such proprietary information and agree to be bound by this agreement. (4) The Village agrees that, upon demand; it will return to WMI all proprietary information received from AM and all copies thereof made by the Village. (5) 'The Village hither agrees that the Village shall utilize the proprietary information which the Village has received or may hereafter receive from WMI solely for the purposes of this agreement and fu thennore such proprietary infonmation shall not be utilized for the benefit of any other person or entity other than the Village. (6) Anything herein to the contrary notwithstanding, proprietary information shall not include: (1) information known to the Village prior to its disclosure by WMI as proved by written evidence submitted to WMI; (2) information made public through sources other than the Village without breach of any confidentiality agreement; (3) information in general use by competitors of WMI; and Page 15 of 16 (4) information which is now in the public domain or hereafter comes into the public domain without any fault of the Village. (7) The Village will comply with the above except as required by the Freedom of Information Act. IN WITNESS WHEREOF, the parties hereto have executed tivs contract: VILLAGE OF DEERFIELD /f By:�fi1i,C Attest:! �I t�.d f�{�l-t�hn- L1 �; Its To V ii_.k Attest: Its: &ceca91-1 ve ASS WASTE MANAGEMENT OF ILLINOIS, INC. By: Its: AoA &ul�c�r/G(thcic�► Page 16 of 16