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1995-14I V .- RESOLUTION NO. 95- 14 A RESOLUTION AUTHORI2ING THE EXECUTION OF A RESIDENTIAL SCAVENGER SERVICE CONTRACT BETWEEN THE VILLAGE OF BUFFALO GROVE AND WASTE MANAGEMENT - NORTHWEST A DIVISION OF WASTE MANAGEMENT OF ILLINOIS INC WHEREAS, the Village of Buffalo Grove has determined that it is in the best interests of the Village to contract with Waste Management- Northwest, a division of Waste Management of Illinois, Inc. to provide exclusive residential scavenger services within the Village of Buffalo Grove; and WHEREAS, the President and Board of Trustees authorized the current residential scavenger service contract with Waste Management- Northwest (Buffalo Grove /Wheeling Disposal) on March 16, 1992; and WHEREAS, that contract expires as of April 30, 1995 and is now proposed for renewal in order to accommodate changes in various service parameters relative to the participation of the Village in the Solid Waste Agency of Northern Cook County (SWANCC) along with other changes necessary within the service contract. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, that: SECTION 1. The Village President and Village Clerk be and they are hereby authorized to execute a contract regarding residential scavenger service dated February 21, 1995, between the Village of Buffalo Grove and Waste Management- Northwest, a division of Waste Management of Illinois, Inc. Copy of said contract is attached and made a part hereof. SECTION 2. This Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law as of May 1, 1995. AYES: 6 - Marienthal. Reid, Rubin, Braiman. Hendricks. Moons NAYES: 0 - None ABSENT: 0 -None PASSED: February 21 ,1995. APPROVED: February 21 ,1995. ATTEST: Village Clerk age GP-r-e s r • RESIDENTIAL SCAVENGER SERVICE CONTRACT BETWEEN THE VILLAGE OF BUFFALO GROVE AND WASTE MANAGEMENT- NORTHWEST A DIVISION OF WASTE MANAGEMENT OF ILLINOIS, INC. This contract made and entered into the 21st day of February, 1995 by and between Waste Management- Northwest, a division of Waste Management of Illinois, Inc., hereinafter referred to as the "Contractor" and the Village of Buffalo Grove, an Illinois municipal corporation, hereinafter referred to as the "Village ". Now, therefore, in consideration of the promises and covenants hereinafter contained: ARTICLE I CONTRACTOR'S DUTIES 1.0 Duties. The Contractor agrees to furnish all labor, materials, and equipment for the removal of all garbage and refuse as defined in Section 8.20.010 of the Village of Buffalo Grove Municipal Code from all residential dwelling units in the Village. Residential dwelling units will include, but will not be limited to, single - family, attached single - family, duplex, townhouse (generally served with curb -side pickup) and multi - family (generally served from central point pickup) dwelling units in the Village. 1.1 Materials Collected. The materials to be collected as part of the regular scheduled pickups shall include the following: A. All kitchen wastes, including cans, bottles, plastic containers, household food, accumulations of animal food and vegetable matter that is attendant to the preparation, use, cooking and serving of food. B. General household garbage and refuse, including cold ashes, broken down empty cartons, boxes, wrapping materials, newspapers and magazines, cloth materials, discarded toys and clothing and other similar materials. C. Recyclable materials includes, but is not limited to, aluminum, tin, steel and bi -metal cans, clear, green and brown glass bottles and jars, plastic containers and material approved for recycling disposal, newspapers and magazines, and any and all other materials within the service parameters of any Village- sponsored recycling program that the Village and Contractor agree to recycle in the future. D. Yard materials, including, but not limited to, bagged grass clippings and leaves, weeds, Christmas trees, brush and brush clippings, and branch and branch clippings when securely bound in bundles not exceeding four (4) feet in length and not exceeding seventy (70) pounds in weight each hereinafter referred to as compostables. E. Discarded furniture, fixtures, household appliances, and other large and bulky items as hereinafter defined in Section 1.2, Paragraph C. F. Materials to be collected will not include certain unacceptable waste trees, earth, sod, rocks and boulders, concrete and construction debris. Additionally, hazardous, non - hazardous special, friable asbestos, potentially infectious medical, lead -acid batteries, liquid, and industrial type wastes shall not be collected from dwelling units served under this Contract. 1.2 Method of Collection. The method of collection and disposal of items covered by this Contract shall be as follows: A. The Regular Semi - Weekly Service: The Contractor will furnish a regular semi - weekly scheduled collection service for each single - family dwelling unit in -a the Village in the following manner: 1. From April 1st through November 30th of any calendar year or portion thereof, materials mentioned in Section 1.1, Paragraphs A,B, and E will be picked up together on the same pickup day. Those materials mentioned in Section 1.1, Paragraphs C and D will be picked up together on a different pickup day. 2. From December 1st through March 31st of any calendar year or portion thereof, materials mentioned in Section 1.1, Paragraphs A & B will be picked up together on the same pickup day. Those materials mentioned in Section 1.1, Paragraphs C & E will be picked up together on a different pickup day. The Village reserves the right to direct the Contractor to collect Section 1.1, Paragraph D materials during this period should seasonal conditions warrant. 3. From April 1st through November 30th of any calendar year or portion thereof, materials mentioned in Section 1.1, Paragraphs A & B will be picked up together on the same pickup day. This service will be for those residents in dwelling units served on a voluntary subscription basis. Materials mentioned in Section 1.1, Paragraphs C & D will be picked up together on a different pickup day. Materials mentioned in Section 1.1, Paragraph E will be picked up on a different pickup day. For each attached single - family, duplex and townhouse dwelling units in the Village with curb side service, collection service will be twice - weekly for all garbage and refuse with recyclable material collected once weekly. Collection service shall be in accordance with a schedule to be submitted and approved by the Village Manager using equipment as is prescribed in this Article, (Section 1.2, Paragraph E). All materials to be collected in the regular semi- weekly service shall be placed in acceptable disposal, recycling or composting materials containers except for such items that are too bulky to fit into said containers. An acceptable container for purposes of this Contract shall be a prescribed in Chapter 8.20, and any amendments thereto, of the Village of Buffalo Grove Municipal Code. In order to assure an orderly collection of all garbage and refuse in the Village, the Contractor shall establish a holiday pickup schedule as part of the schedule to be submitted of approval. Items such as toys, broken down empty cartons, crates, smaller items of furniture, and other items suitable for collection by packer -type equipment shall be bound as required and stacked neatly alongside containers. From each multi - family residential dwelling sturcture, collection schedules will be developed between Contractor and dwelling management. Collection service in any case will not be at a frequency of less that once per week. All materials to be collected from these dwellings shall be placed in acceptable disposal, recycling or composting materials containers as prescribed in Chapter 8.20 and any amendments thereto, of the Village of Buffalo Grove Municipal Code deemed appropriate for central point pickup collection. B. Disposal Ouantities: From December 1st through March 31st of any calendar year or portion thereof, there shall be no more than ten (10) bags or containers per regular semi - weekly pickup which the resident can use to dispose of items to be collected and no more than two (2) recycling containers per residence to dispose of the designated recycling materials and the Contractor shall collect from all ten (10) bags or containers which are placed for collection. Bags or containers shall not exceed seventy (70) pounds in weight each. From April 1st through November 30th of any calendar year or portion thereof, there shall be no more than ten (10) bags or containers for collection on the first pickup of the week which the resident can use to dispose of the items to be collected and no more than two (2) recycling containers per residence to dispose of the designated recycling materials and no more than ten (10) bags or bundles of compostables for collection on the second pickup of the week for the items to be collected, and Contractor shall collect from all ten (10) bags or containers which are placed for collection. Bags or containers shall not exceed seventy (70) pounds in weight each. However, the bag or bundle limitation shall be suspended for the months of October and November. From April 1st through November 30th of any calendar year or portion thereof for those residents served on a voluntary subscription basis, there shall be no more than ten (10) bags or containers for the regular semi - weekly pickup which the resident can use to dispose of the items to be collected and no more than two (2) recycling containers per residence to dispose of the designated recycling materials and no more than ten (10) bags or bundles of compostables for collection on the second pickup of the week for the items to be collected, and Contractor shall collect from all ten (10) bags or containers which are placed for collection. Bags or containers shall not exceed seventy (70) pounds in weight each. However, the bag or bundle limitation shall be suspended for the months of October and November. As to compostables, the Contractor shall not be required to collect containers that exceed the weight limit, that contain items other than compostables, or that are not accepted at the compost site(s) used by the Contractor. C. Bulk Pickup Service: The Contractor will furnish a bulk pickup service as part of its regular pickup service to collect and dispose of all discarded materials and trash which are too large and bulky to be handled by packer -type equipment. This bulk pickup will include bulky items such as pianos, beds, box springs and mattresses, sofas, overstuffed furniture, furnishings, fixtures, and "white goods" which include such items as stoves, ovens, washing machines, dryers, air conditioners, freezers, refrigerators, dehumidifiers, water softeners, water heaters, microwave ovens, trash compactors, and dishwashers. Said items shall be placed at the curb by the residents on their bulk pickup day (either the first or second pickup of the week determined by the period of disposal) for collection, provided a call has been made to the Contractor by the resident notifying the Contractor of the bulk pickup. Said collection shall be made without additional charge for bulk items up to one cubic yard, with the exception of "white goods ". An additional charge to residents will be made on the basis of $10.00 per cubic yard on bulk items in excess of one cubic yard and an amount of not to exceed $30.00 per "white good" item to be collected from and billed directly to the resident by the Contractor. If the resident can find a source of disposal other than the Contractor, they shall be permitted to negotiate such disposal. Disposal options would include negotiation with any other licensed haulers in the Village. D. Private Disposal Service: The Contractor will provide contractual service to the residents for all types of refuse material without limitation, including earth, sod, rocks and boulders, concrete, rubble and refuse from remodeling, construction and demolition of buildings, excavations and other materials, except poisonous or toxic materials and large quantities of liquid requiring tank truck disposal equipment for which the Contractor shall not be required to collect. In this class of service, the Contractor agrees to keep available for this service tractor loaders, trailers and other equipment as may be necessary for the providing of this service to residents of the Village. On request, the Contractor will furnish estimates for the cost of removal of any materials for this private removal service. Anything to the contrary notwithstanding, the Contractor shall not be required to enter private homes for the purpose of removing heavy items. E. Equipment to be Used by Contractor: The Contractor agrees to collect all materials collected during all regular service in fully enclosed, leak -proof modern packer -type trucks. Equipment intended for transfer of materials collected to the Solid Waste Agency of Northern Cook County (SWANCC) Wheeling Township Transfer Station shall be registered and operated in compliance with rules and regulations adopted and amended from time to time by SWANCC. For the collection of recyclable materials, the Contractor shall use trucks specifically designed for this type of service. Composting materials shall be collected in 3 packer -type trucks for delivery only to the approved composing site(s). Equipment used for special. pickup service may be open body trucks, dump trucks, and similar type equipment. When open body trucks are used, the Contractor will use care to see that no litter or scattering of refuse materials occurs. F. Disposal of Garbage and Refuse: The Contractor will transport all materials collected for disposal hereunder, outside of the corporate limits of the Village and agrees to dispose of and deposit same at the Wheeling Township Transfer Station of SWANCC, other non- SWANCC transfer station, sanitary landfill or incinerator and to do so in accordance with the laws of the State of Illinois, any United States governmental agency, or other intergovernmental agency as directed by the corporate authorities of the Village. Recycling materials will be transported to sites approved by the Village. Composting materials will be transported to approved sites in accordance with the terms of an approved program. "White goods" will be transported to approved sites for disposal in accordance with applicable laws. Any garbage and refuse disposed of at the Wheeling Township Transfer Station of SWANCC shall not be commingled with any other waste that will not be accepted at that facility. The Village reserves the right now and in the future to claim title to any and all of the garbage and refuse stream, other than Private Service waste that is generated within the Village for the purpose of directing such garbage and refuse to any and all regional or sub - regional sites as directed by the corporate authorities of the Village. Title shall remain with the Village until such garbage and refuse is accepted either at a sanitary landfill or at the Wheeling Township Transfer Station of SWANCC. 1.3 No Duty on Contractor to Collect Commercial or Industrial Refuse Under this Contract. The Contractor shall not be required under the terms of this Contract to collect any refuse from any commercial or industrial establishment, nor any structure which does not contain single - family, attached single - family, duplex, townhouse and multi - family residential dwelling units. The Contractor may, at their option, contract with firms, individuals, or agencies for refuse collection service outside of the scope of this Contract, subject to any regulations governing private scavengers generally, and providing such operations shall not interfere with the satisfactory carrying out of the work under this Contract. 1.4 Insurance and Indemnification. The Contractor agrees to carry insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of this Contract hereunder by the Contractor, their agents, representative, employees or sub - contractors and provide indemnification for the Village as follows: A. Worker's Compensation. The Contractor shall carry with a company authorized under the laws of the State of Illinois, a policy in the required statutory amount, to protect itself against any and all liability under the Worker's Compensation & Occupation Diseases Statutes of the State of Illinois. B. Automobile Liability. The Contractor shall carry in its name a policy under a comprehensive form to insure the entire motor vehicle liability for it's operations with limits of not less than $1,000,000 combined single limit per accident for bodily injury and property damage liability. C. General Liability. The Contractor shall carry in its own name a comprehensive liability coverage program for its operations other than motor vehicle, with limits of at least $1,000,000 combined singel limit per occurrence for bodily injury, personal injury and property damage. The general aggregate sahll be twice the required occurrence limit. Minimum General Aggregate shall be no less than $2,000,000. All of the above levels of coverage are considered as a minimum and prudent 4 business practices should dictate what levels are appropriate. For both Automobile Liability and General Liability coverage, the policies shall name the Village as an additional insured. Certificates of insurance must be filed with the Village Clerk on an annual basis as evidence of said coverages. Said insurance policies shall not be cancelable without thirty (30) days prior written notice to the Village. D. Hold Harmless and Indemnification. The Contractor hereby agrees to hold harmless and indemnify, and shall defend the Village and its employees, officials and agents against any and all claims, losses, injury, damages, suits, demands, actions and causes of actions, expenses, fees and costs that may be the result of the negligence of the Contractor in its performance of this Contract. Included would be any operations by sub - contractors and actions or omissions of employees or agents of the Contractor or its sub - contractors. The Contractor shall, at its own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgement shall be rendered against the Village in any action, the Contractor shall, at its own expense, satisfy and discharge same. 1.5 Performance Bond Required. The Contractor shall furnish a performance bond for the faithful performance of this Contract, said bond to be executed by a responsible surety company and to be in the penal sum equal to one -sixth (1/6) of the amount of the actual Contract fee revenue earned by the contractor for the preceding service year under a Contract granted or extended. Said performance bond shall be furnished annually by the Contractor for each year of a service Contract, and shall indemnify the Village against any loss resulting from any failure of performance by the Contractor, which could include failure to collect and remit any and all fees due the Village which would be charged as a component of Compensation as part of its financial obligations to any regional or sub - regional transfer station or disposal site. The Contractor expressly understands and agrees that any performance bond other insurance protection required under this Contract, or otherwise provided by the Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Village as herein provided. 1.6 Provision for Telephone Calls. The Contractor shall maintain an office and telephone for the receipt of service, billing and complaint calls and shall be available for such calls on all working days from 7:30 A.M. to 5:00 P.M. Any complaints must be given prompt and courteous attention, and in the case of missed scheduled collections, the Contractor shall investigate, and if verified, shall arrange for pickup of said refuse within twenty -four (24) hours after the complaint is received. 1.7 Care and Performance. The Contractor shall undertake to perform all disposal services rendered hereinunder in a neat, orderly, and efficient manner, to use care and diligence in the performance of all specified services, and to provide neat, orderly and courteous employees and personnel on its crews. 1.8 Employees Not to Drink. The Contractor does hereby agree to prohibit any drinking of alcoholic beverages and /or consumption of illegal drugs by its drivers and crew members while on duty or in the course of performing their duties under this Contract. 1.9 Refuse Collection Data. The Contractor shall provide the Village, at least quarterly, with a report on the quantity of all garbage and refuse, as defined, that is collected within the Village while performing the duties under this Contract. The report shall contain a detailed breakdown of the types of materials collected and where disposed of and shall be further detailed by the class of origin of the material collected. Reporting content shall be approved by the Village Manager and will be used by the Village in its planning and administrative efforts relative to solid waste management. ARTICLE II COMPENSATION 2.0 Compensation. The Contractor shall charge for any and all services hereinabove stated for the regular semi - weekly collection and transportation of general household garbage and refuse and compostable materials, the maximum sum of $7.55 /month per single - family, duplex, attached single - family and townhouse dwelling unit and the maximum sum of $4.75 /month per multi - family dwelling unit. The rate shall be effective on May 1, 1995 and will be effective through April 30, 1996. Contractor shall adjust his rates effective at the beginning of each Contract year, that year beginning each May 1st during the term of this Contract. In addition to the above collection and disposal rates for regular semi- weekly service, an additional $3.75 /month will be charged to those dwelling units receiving service for the costs of service detailed in Section 2.5 of this Contract. In addition to the above basic rates for regular semi - weekly collection and disposal of general household garbage and refuse and compostable materials, the Contractor shall charge an additional $4.25 /month to all classes of residential dwellings served under this Contract choosing the voluntary subscription service. This rate shall be in effect for the months of April through November in any Contract year. In addition to the above basic rates for regular semi - weekly collection and disposal of general household garbage and refuse and compostable materials, the Contractor shall charge an additional $2.50 /month to all classes of residential dwellings served under this Contract (other than multi - family residential) for the costs of the Village -wide recycling service program, which includes the purchase and replacement of disposal bins along with the procurement of one additional bin per residential dwelling unit. All net revenue earned from the sale of recyclables shall be retained by the Contractor. A detailed accounting of the recycling program, including rates and proceeds from the sale of recycled materials, along with expenses incurred for the processing of recyclables, shall be rendered to the Village monthly. The goal of this Contract is to expand the recycling program. In order to reach this goal during the course of this Contract, the Village retains the right to negotiate with the Contractor, at least on an annual basis, the types of products collected in the recycling program. The Village also reserves the right to identify and choose reasonable alternative competitive markets for the processing of recycled materials. If at some point an end market is created for compostable materials, the Village will reserve the right to participate in the revenue generated from such marketing of this material. Contractor shall adjust their rates for both the regular semi - weekly collection and voluntary subscription service collection programs effective at the beginning of each Contract year, that year beginning each May 1st during the term of this Contract. Fee adjustments will be subject to terms and conditions mutually agreeable to both parties should this Contract be extended beyond the term noted in Article V. 2.1 Adjustment to Compensation. Contractor's compensation may be adjusted, effective each subsequent service year, subject to request and justification by the Contractor and approval of the Village. The Contractor shall notify the Village at least ninety (90) days prior to the effective date of any rate change as to the proposed adjustment in Compensation along with the methodology and supporting contracts and expense detail to support any such request. 2.2 Billina of Accounts. The Contractor will perform the billing and collection of fees, rates and charges imposed by and owed to both Contractor and Village, which includes any Refuse Collection Surcharges imposed per Section 2.5 of this Contract from serviced dwelling units on a quarterly basis in advance of services provided on behalf of the Village. All rates and fees collected by the Contractor on behalf of the Village shall be accounted for separately and shall be held by the Contractor for the benefit of the Village. The Village agrees to cooperate and assist the Contractor in any means permissible to insure that the collection of all funds owed for service performed, either on a current or delinquent basis can be undertaken and receipt assured. If deemed necessary, the Village will modify any of its regulatory ordinances regarding health, welfare and safety to insure that the Village residents adhere to this Contract and the services provided hereunder. The Village further agrees to cooperate to provide the Contractor with assistance regarding move -in, move -out and any other notification that will assist in the execution of this Contract. 2.3 Houses of Worship. Contractor shall pickup all houses of worship within the Village free of charge. 2.4 Municipal Service. Contractor agrees to pickup the Village Hall, Village Fire Department stations, Village Golf Courses, Village Public Works Department, Village Police Station and Buffalo Grove Park District buildings free of charge, within reasonable quantities, unless there is the need to provide for special hauling services, which will be on a quoted fee basis. This service will include not only materials noted in Section 1. 1, but from time to time materials noted in Section 1. 1, Paragraphs C and D. Proper notice shall be given to Contractor in this regard by the Village. 2.5 Refuse Disposal Surcharge. The Village may, at its option and under the terms and conditions of a Project Use Agreement between the Village and the Solid Waste Agency of Northern Cook County ( "SWANCC"), request that the Contractor further adjust the compensation charges as stated in this Contract in Section 2.0 for the disposal, at the Wheeling Township Transfer Station operated by or under contract to SWANCC, of garbage, refuse, and other acceptable Agency waste as defined in the Project Use Agreement and Agency Rules and Regulations, for the purpose of recovering certain identified Village costs and charges due SWANCC. The additional charges for any surcharge that may be necessary shall not be included in the base rate for refuse service when determining annual adjustments to compensation under the provisions of Section 2.1 of this Contract. A separate annual surcharge will be required under the terms and conditions of the Project Use Agreement and will be added as a component of the overall charge to each dwelling unit served under this Contract. Although the intent of the additional compensation to be collected by this Section is for disposal at the Wheeling Township Transfer Station, the Village reserves the right to retain such surcharge should SWANCC's balefill project fail to be completed and funding to retire the Village's financial contractual commitments become necessary. The Village will provide to Contractor prior to the beginning of each Contract year a statement which shall set forth the estimated amount of the Village's obligation to SWANCC for that Contract year. This obligation shall be charged at a rate per month per dwelling unit served under this Contract based on the following formula: Estimated Annual Village Obligation /Dwellings Served = Monthly Rate The Contractor shall remit to the Village on a monthly basis the Surcharge collected from all dwellings served under this Contract as billed as determined by the above formula, plus or minus any billing adjustments. With each remittance, a detailed reconcilement shall be provided the Village supporting such remittance. Each monthly payment shall be due at the Village Hall, Attention: Director of Finance, on the last business day of each month prior to the month billed by the Contractor. (i.e. payment for customers billed for February service shall be due by the last business day of January). The Village will reserve the right to request interim adjustments to the Surcharge due as part of its obligation to SWANCC because of any required upward or downward adjustment to the Village's obligations to SWANCC. The Village and Contractor agree to cooperate in establishing the appropriate surcharge, in billing, collecting, remitting any and all fees collected and due the Village, and in communicating any necessary adjustments to the Surcharge. The Village shall diligently pursue the collection of the Surcharge from all customers served under this Contract in cooperation with the Contractor. ARTICLE III MISCELLANEOUS PROVISIONS 3.1 Collection Alternatives. The Village agrees to work with the Contractor in supporting and promoting within the Village recycling and composting service programs. Both the Contractor and Village will work together to develop and monitor any such programs that are adopted by the mutual consent of both parties to this Contract, and as they may be modified from time to time. The Contractor shall sell all recyclable materials it collects under this Contract. Should any such recycling or composting collection or marketing programs (if permitted by statute as to compostables) prove to be unfeasible or unsuccessful, by further mutual consent of both parties to this Contract, they may be abandoned, either individually or in total. The Village may, at its discretion, agree to remove from the recyclable materials collected from time to time, any economically infeasible item upon such market change. The Contractor, as agent for the Village, shall have a contractual obligation to ensure that all recyclable materials collected are properly processed and marketed. No collected recyclable materials shall be landfilled or disposed of in any other manner, unless advance approval to do so has been granted by the Village. 3.2 Alternative Schedules. The Village may, at its option, request of the Contractor, service modifications not specifically stated in this Contract in Section 1.2, Paragraph A. Service modifications could include, but not be limited to, once a week pickup on a seasonal basis. The Contractor will cooperate fully with the Village to properly determine the cost of those services and receive agreement from the Village prior to any formal change in service provided under a final, revised service Contract. 3.3 Solid Waste Agency of Northern Cook County. The Village is a member of the Solid Waste Agency of Northern Cook County (SWANCC) under the terms and conditions as set forth in SWANCC's Project Use Agreement and a Village ordinance that created a municipal waste system, both of which were approved on March 2, 1992 (Project Use Agreement dated March 25, 1992) and the expected delivery date of system waste to SWANCC facilities will be May 1, 1995. From time to time, it is anticipated that the Project Use Agreement and Municipal Waste System Ordinance and any amendments thereto may require operational modifications to this Contract. The Contractor agrees to cooperate with the Village in order to implement any elements of the Agreement or Municipal Waste System Ordinance and any amendments thereto in furtherance of the goals and objectives of SWANCC. SWANCC will issue and promulgate certain rules and regulations regarding the use and operation of the Wheeling Township Transfer Station. The Contractor shall be subject to those rules and regulations as adopted or amended as a condition of this Contract. 3.4 Waste System. The Contractor shall as a condition of this Contract cause the Municipal Waste System to be maintained and kept in good repair and working order, operated efficiently and faithfully, and conform with all laws, including the rules and regulations of SWANCC as amended from time to time, the Project Use Agreement, and any and all ordinances or agreements governing the operation of the Municipal Waste System. 3.5 Modification of Required Services. The Village reserves the right to adjust or expand the scope of services required under this Contract, upon thirty (30) days prior written notice to the Contractor, to accommodate changes in the definition of SWANCC member waste or changes in the scope of services provided 8 by SWANCC. The Village and Contractor agree to negotiate an equitable adjustment to the Contractor's compensation under this Contract required as a result of any adjustment or expansion of Village services. ARTICLE IV FAILURE TO PERFORM PROVISIONS RELATING TO NON - ASSIGNABILITY BREACH OF CONTRACT 4.0 Failure to Perform. It is further mutually agreed that in the event the Contractor shall wholly fail to collect and dispose of garbage and refuse and all other materials required herein for any one week, the Village may then proceed with such work and recover any and all reasonable costs from the performance bond hereinabove specified as to be furnished by the Contractor. 4.1 Non - Assignment of Contract. The Contractor shall not have the right or option to assign this Contract or any part thereof without the prior written consent of the Village to said assignment. Approval for such assignment will be made by the President and Board of Trustees of the Village. Not withstanding the foregoing to the contrary, the merger of the Contractor with and into a direct or indirect wholly owned subsidiary of Waste Management, Inc. shall not constitute an assignment of this Contract. 4.3 Breach of Contract - Contractor. The following shall constitute a breach on the part of the Contractor: (a) Failure of the Contractor to pay, within thirty (30) days after notice from the Village of such nonpayment, amounts which are undisputed or which are due to the Village under this Contract. (b) Failure of the Contractor to perform timely any obligation under this Contract not included within subparagraph (a) above, except 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. (c) 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; or a bankruptcy, winding up, reorganization, insolvency, arrangement or similar proceeding being instituted by the Contractor under the laws of any jurisdiction; or a bankruptcy, winding up, 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; or any action or answer by the Contractor approving of, consenting to or acquiescing in any such proceeding; or 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 Contract. 4.4 Breach of Contract - Village. The following shall constitute a breach on the part of the Village: (a) Failure of the Village to pay, within thirty (30) days after notice from the Contractor of such nonpayment, amounts which are undisputed or which are determined to be due to the Contractor under this Contract. (b) The Village'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; or a bankruptcy, winding up, reorganization, insolvency, arrangement or similar proceeding being instituted by the Village under the laws of any jurisdiction; or a bankruptcy, winding up, reorganization, insolvency, arrangement or similar proceeding being 9 instituted against the Village under the laws of any jurisdiction, which proceeding has not been dismissed within one hundred twenty (120) days; or any action or answer by the Village approving of, consenting to or acquiescing in any such proceeding; or the levy of any distress, execution or attachment upon the property of the Village which shall (or which reasonably might be expected to) substantially interfere with its performance under this Contract. 4.5 Events of Default and Remedies of Village If a breach occurs under Section 4.3, the Village may exercise any one or more of the following remedies: (a) The Village may declare an Event of Default and may then terminate this Contract immediately, upon notice to the Contractor and, subject to the provisions of sub - paragraph (e) below, upon such termination the Contractor shall cease providing services under this Contractor. (b) The Village may seek and recover from the Contractor any unpaid amounts due the Village, all its substantiated costs for the failure of the Contractor to perform any obligation under this Contract and all damages, whether based upon contract, negligence (including tort), warranty, delay or otherwise, arising out of the performance or non - performance by the Contractor of its obligations under this Contract, and whether incidental, consequential, indirect or punitive, resulting from the breach. (c) The Village may (1) call upon the sureties to perform their obligations under the Performance Bond required in Section 1.5 above or (2) in the alternative, after releasing the sureties from their obligations under the Performance Bond, take over and perform the required services by its own devices, or may enter into a new contract 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. (d) The Village shall have the power to proceed with any right or remedy granted by federal laws and laws of the State of Illinois 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. (e) Upon any such termination of this Contract, the Contractor shall for a period requested by the Village, but not longer than six (6) months, continue to perform the contractual services during which period the Village shall continue to pay the Contractor its scheduled compensation. (f) No remedy by the terms of this Contract 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 shall impair any such right or power or shall be construed to be a waiver of any such Event of Default 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 shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereto. This Section shall survive the termination of this Contract. 4.6 Events of Default and Remedies of Contractor. If a breach occurs under Section 4.4 above, the Contractor may declare an Event of Default and terminate this Contract immediately, upon notice to the Village. In such event, the Contractor's sole remedy shall be to seek and recover from the Village any unpaid amounts due the Contractor and any damages, whether incidental, consequential, indirect or punitive, resulting from the Breach. The Contractor shall not be entitled to specific performance or any other equitable remedies. This Section shall survive termination of this Contract. 10 ARTICLE V TERM OF CONTRACT 5.0 Term of Contract. The initial term of this Contract shall commence on May 1, 1995 and end on April 30, 1998, unless said Contract is terminated at an earlier date by the Village for reasons of non - performance or inability of Contractor to perform under the direction of the SWANCC Project Use Agreement, Municipal Waste System Ordinance, transfer station rules and regulations issued by the Agency or violation of the terms of this Contract by the Contractor. The Village shall have the option to extend or renew this Contract for two (2) additional one -year (1) extensions upon notifying the Contractor in writing of its intention to do so no later than ninety (90) days prior to April 30, 1998 and April 30, 1999. The Contractor shall not bill for refuse services beyond the termination date of this Contract or any extension thereof. Any and all reasonable cooperation will exist between the Village and Contractor to permit a stable transition of any service changes under this Contract. ARTICLE VI OBEDIENCE TO LAWS 6.0 Obedience to Laws. The Contractor hereby covenants and agrees to comply with all applicable federal, state, Village, or other intergovernmental agencies laws, ordinances and regulations at any time that may be applicable to the Contractor's operations under this Contract with no increase to the Contractor's compensation as set forth in this Contract. Contractor shall obtain, at his own expense, all permits and licenses required by law, ordinance or regulations and maintain the same in full force and effect. IN WITNESS WHEREOF, the Contractor, Waste Management Northwest, a division of Waste Management of Illinois, Inc., has caused this agreement to be signed by it's corporate officers, as noted below, and the Village of Buffalo Grove, an Illinois Municipal Corporation, pursuant to authority of the President and Board of Trustees directing the execution of this Contract, has caused these presents to be signed by the President and attested by the Village Clerk, all on the day and year first above written. ATTEST: WASTE MANAGEMENT- NORTHWEST, A DIVISION OF WASTE MANAGEMENT OF ILLINOIS, INC. r ATT ST: ATTEST: QeA -M . a � VillW Clerk 11 )T&S � WASTE MANAGEMENT OF • TS VILLAGE GRO -AS BUFF ME O ANA 01, VILLAGE OF BUFFALO GROVE EXPANDED AND MULTI - FAMILY RECYCLING PROGRAM EFFECTIVE MAY 1, 1995 The following items will be collected as part of the Village's Recycling program, with all residential dwelling customers: Newspaper Mixed Paper Cereal /chip board boxes, corrugated cardboard, magazines and catalogs, junk mail, flyers, copy paper and paper grocery bags Glass Bottle glass only; clear, green or brown. Aluminum Cans, clean foil, pie pans, etc. Steel Cans Clean, steel aerosol. Juice Boxes Cream, orange juice, egg substitute, milk, fabric softener, etc. Plastics Types 1 (PET), 2 (HDPE) and 6 (PS) acceptable. 6 pack rings and 12 pack bands also acceptable. Separate bins will provided with one bin to be designated for newspaper and mixed paper only with the second bin for glass, metals and plastics. Further information to be provided by Waste Management Northwest for customers.