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HomeMy WebLinkAboutResolution BPW 07-17-24-03/UTL/$43,103,640/Republic Services of Indiana, L.P./City-Wide Residental Solid Waste, Yard Waste, Recycling Collection and Disposal ContractZ:\sharedcloud\hydra\data\tmp\pool-6-thread-1-1301230545953957007.octo\6e4fbfb4-d922-458a-8e76-605e2403a6ef.docx7/8/2024 1:53 PM RESOLUTION NO. BPW 07-17-24-03 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING AGREEMENT BETWEEN CITY AND VENDOR WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana (“City”), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City’s mayor may enter into contracts on behalf of the City; and WHEREAS, pursuant to his authority under Indiana law, the City’s previous mayor, the Honorable James Brainard, caused to be signed the Agreement attached hereto as Exhibit A (the “Contract”); and WHEREAS, Mayor Finkam now wishes to present the contract to the City’s Board of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk’s Office, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk and thereafter made available to the public for review. SO RESOLVED this day of , 2024. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: Sue Finkam, Presiding Officer Date: Laura Campbell, Member Date: Alan Potasnik, Member Date: ATTEST: Jacob Quinn, Clerk Date: Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 7/17/2024 NOT PRESENT 7/17/2024 17 July 7/17/2024 CONTRACT BETWEEN CITY OF CARMEL, INDIANA BOARD OF PUBLIC WORKS AND SAFETY AND REPUBLIC SERVICES OF INDIANA, L.P. "CONTRACTOR" CITY-WIDE RESIDENTIAL SOLID WASTE, YARD WASTE, RECYCLING COLLECTION AND DISPOSAL CONTRACT IN THE CITY OF CARMEL, INDIANA Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 2 CITY-WIDE RESIDENTIAL SOLID WASTE, YARD WASTE, RECYCLING COLLECTION AND DISPOSAL CONTRACT This City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Contract ("Contract"), is made and entered into on this _____ day of _______________________________, 2023, by and between the City of Carmel, an Indiana municipal corporation, by and through its Board of Public Works and Safety ("City") and Republic Services of Indiana, L.P. ("Contractor"), a corporation duly organized under the laws of the State of Delaware, and being duly licensed to do business in the State of Indiana for residential Solid Waste and Recycling collection and disposal for the City (the "Services"). The City and Contractor agree as set forth below: 1. The Services. It is the intent of the Contract and the City to provide in every detail a comprehensive Solid Waste, Yard Waste collection and disposal service consisting of weekly pick-up of bagged, containerized and/or bundled household Solid Waste and Yard Waste from all Residential Units, except certain apartment/townhome complexes that have previously been identified as not being part of the City-Wide Program with the corporate limits of the City. Such program will also include weekly curbside commingled Recycling from all eligible Residential Units, except certain apartment/townhome complexes that have previously been identified as not being part of the City-Wide Program. Contractor shall have the exclusive right to collect and dispose of waste for all eligible Residential Units, except certain apartment/townhome complexes that have previously been identified as not being part of the City-Wide Program within the corporate limits of the City. Contractor shall furnish all materials, labor, tools, equipment, supplies, safety equipment, transportation, and supervision necessary to perform, and shall perform, the Services generally described herein, in a good and workmanlike manner and in accordance with the Contract Documents (as hereinafter defined) or reasonably inferable by Contractor as necessary to produce the results intended by the Contract Documents (all hereinafter called the "Services"). A. Supervision and Procedures. Contractor shall supervise and direct the Services using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over the means, methods, techniques, sequences and procedures and for coordinating all portions of the Services. Contractor shall be deemed an independent contractor and operate as a separate entity from the City. Contractor shall be responsible to the City for the acts and omissions of Contractor's employees, material suppliers, laborers, equipment lessors and all other persons performing portions of the Services. B. Labor and Materials. Contractor shall provide and pay for all labor, materials, equipment, tools, water, utilities, transportation, and other facilities and Services necessary for the proper execution and completion of the Services, whether temporary or permanent and whether or not incorporated or to be incorporated in the Services. C. Taxes. Contractor, if required, shall pay all sales, consumer, use and similar taxes for the Services provided by Contractor. D. Permits, Licenses, Fees and Notices. Contractor shall secure and pay for all required and necessary permits, licenses, governmental fees and inspections necessary for the proper execution and completion of the Services. Contractor shall comply with and give Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 3 notices required by laws, ordinances, rules, regulations and lawful orders of public authorities bearing on the Services. If Contractor performs Services contrary to laws, statutes, ordinances, codes or rules and regulations. Contractor shall assume full responsibility for such Services and shall bear the attributable costs. E. Maps or Graphic Depictions. The City shall furnish maps or graphic depictions describing the physical characteristics, legal limitations for the provision of the Service. Such items are for informational purposes only and City shall not be liable for inaccuracies or omissions, therein, nor shall any inaccuracies or omissions in such items relieve Contractor of its responsibility to perform its Services in accordance with the Contract Documents. F. Subcontractors. The Contractor shall not subcontract or assign any right or interest under the contract, including the right to payment. Any attempt by the Contractor to subcontract or assign any portion of the contract shall not be construed to relieve the Contractor from any responsibility to fulfill its obligations in accordance with the provisions of the Contract Documents and shall be considered a breach of this Contract. G. Labor Relations. Contractor shall assure harmonious labor relations to prevent any delays, disruptions or interference to the Services. Contractor shall prevent strikes, sympathy strikes, slowdowns, work interruptions, jurisdictional disputes or other labor disputes resulting for any reason whatsoever from the acts or failure to act of the employees of Contractor, Contractor's suppliers, or other such persons or entities. Contractor agrees that it will bind and require its suppliers and other such persons or entities to agree to all of the provisions of this paragraph. If Contractor or any of its suppliers or other such persons or entities fail to fulfill any of the covenants set forth in this paragraph. Contractor will be deemed to be in default and substantial violation of the Contract. H. Representations. Contractor represents and warrants the following to the City as a material inducement to the City to execute this Contract, which representations and warranties shall survive the execution and delivery of this Contract, any termination of this Contract, and the final completion of the Services: (1) Contractor is able to furnish the tools, materials, supplies, equipment and labor required to complete the Services and perform its obligations hereunder and has sufficient experience and competence to do so; (2) Contractor has reviewed the maps or graphic depictions of the Project and is familiar with the local conditions under which the Services are to be performed and has correlated observations with the requirements of the Contract Documents; and (3) Contractor possesses a high level of experience and expertise in the business administration, performance and superintendence in the provision of Services of Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 4 the size, complexity and nature of the Services to be performed hereunder, and will perform the Services with the care, skill and diligence of such a Contractor; and (4) Contractor represents and warrants and the City awards this Contract upon the express warranty of the Contractor that it has not, nor has any other member, representative, agent, or officer of the firm, company, corporation or partnership represented by the Contractor: a. employed or retained any company or person, to solicit or secure this Contract; or b. entered into or offered to enter into any combination, collusion, or agreement to receive or pay and that the Contractor has not received or paid, any fee, commission, percentage, or any other consideration, contingent upon or resulting from the award of and the execution of this Contract excepting such consideration and subject to the terms and conditions expressed upon the face of the within Contract. For breach or violation of this representation, the City shall have the right to cancel this Contract without liability and to recover, at the election of the City, any and all monies or other consideration paid hereunder. I. The City's Right to Stop the Services. If the Contractor fails to correct Services which are not in accordance with the requirements of the Contract Documents or persistently fails to carry out Services in accordance with the Contract Documents, the City may order Contractor to stop the Services, or any portion thereof, until the cause for such order has been eliminated; however, the right of the City to stop the Services shall not give rise to a duty on the part of the City to exercise this right for the benefit of Contractor or any other person or entity. Contractor shall have no right of action or claim against the City for or on account of orders for Service stoppage if given in good faith and upon reasonable belief that sufficient grounds exist therefore. J. The City's Right to Carry Out the Services. If Contractor defaults or neglects to carry out the Services in accordance with the Contract Documents and fails within seven (7) days after receipt of written notice from the City to commence and continue correction of such default or negligence with diligence and promptness, the City may, without prejudice to other remedies the City may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due Contractor the cost of correcting such deficiencies. If payments then or thereafter due Contractor are not sufficient to cover such amounts, Contractor shall pay the difference to the City. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 5 K. Warranty. Contractor warrants to the City that the materials and equipment furnished under the Contract Documents shall be of good quality as required or permitted by the Contract Documents, that the Services, including Contractor Equipment and Containers, will be free from defects not inherent in the quality required or permitted, and the Services will conform with the requirements of the contract documents. Services, Contractor Equipment and Containers not conforming to these requirements, including substitutions not properly approved and authorized, shall be considered defective. L. Abnormal Weather. The City has a superior Street Department that does an outstanding job of salting and plowing Carmel City Streets. During winter weather occurrences, road conditions in the City can often be significantly better than roads in surrounding communities. Even during times where Hamilton County has declared a weather emergency for County Roads, most often that travel restriction is not adopted by the City. For abnormal weather and other conditions, the Contractor is expected to follow these procedures: (1) The contractor may not sub residential trash and/or recycling service for any reason under the Contract without first consulting with and obtaining the permission of the City’s Director of Utilities. If the Director of Utilities is unable to be reached, then the Director of Administration shall assume Director of Utilities role for the City. Contractor takes every precaution possible to avoid any service interruptions due to serve weather conditions. Contractor will notify the City’s Director of Utilities (or alternatively, the Chief of Staff) of any necessary Service suspension due to concerns regarding the safety, security, and well-being of Contractor’s employees due to weather. Contractor requires that the safety of its employees remain the top priority when dealing with any abnormal weather conditions. (2) Contractor shall convey information pertaining specifically to the City and not information regarding other Municipalities to City residents when they call-in inquiring service schedules and possible delays. (3) City service information must be clearly communicated on the Contractor’s website even if that information differs from Contractor’s entire service area. (4) City service information must be clearly communicated on the contractor’s voice messaging system, even if that information differs from the message pertaining to the rest of the Contractor’s service area. M. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless City and its officers, directors, employees, agents and consultants and Residential Unit owners from and against all claims, costs, losses and damages (including but not limited to all attorneys' fees and costs) caused by, arising out of or resulting from the performance of the Services, provided that any such claim, costs, loss or damage: (i) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including the loss of use resulting therefrom, and (ii) is caused by any Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 6 negligent act or omission of Contractor material supplier, person or organization directly or indirectly employed by any of them to perform or furnish any of the Services or anyone for whose acts any of them may be liable. In any and all claims against the City or any of its agents, officers, directors, or employees by any employee (or the survivor or personal representative of such employee) of Contractor, material supplier, person or organization directly or indirectly employed by any of them to perform or furnish any of the Services, or anyone for whose acts any of them may be liable, the indemnification obligation under this section shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any such material supplier or other person or organization under workers' compensation acts, disability benefit acts or other employee benefit acts. All representations, indemnifications, warranties and guarantees made in, required by or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion and acceptance of the Services and termination or completion of the Contract. 2. Contract Documents. The Contract Documents consist of this Contract, the Plans and Specifications identified in Exhibit A hereto, and written modifications issued after execution of this Contract. The Contract Documents form the Contract for Services and represent the entire and integrated agreement between the parties hereto and supersede any and all prior negotiations, representations or agreements, either written or oral. The Contract Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the City and Contractor. The Plans are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the location for the Services. The Specifications are that portion of the Contract Documents, consisting of the written requirements for materials, equipment, standards and workmanship for the Services, and performance of related Services including the directions, provisions and requirements pertaining to performance of the Services. Contractor shall promptly call to the attention of the City any discrepancy or conflict in the Plans and Specifications that affect the Services. Any part of the Services shown on the Plans but not specifically mentioned in the Specifications, or vice versa, shall be considered as part of the Services as though included in both. In the event of an inconsistency or conflict between the Plans and Specifications, or within either document not clarified by addendum, the better quality or greater quantity of Services shall be provided. Likewise, the Services to be undertaken by Contractor shall include all incidental Services necessary as customarily done for the completion of the Services and Project even though it may not be specifically described in the Specifications or Plans. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 7 Contractor has carefully studied and compared the Contract Documents with each other and with information furnished by the City and has reported to the City all errors, inconsistencies or omissions. Contractor shall have no rights against the City for errors, inconsistencies or omissions in the Contract Documents unless Contractor recognized such error, inconsistency or omission and reported it prior to the date of this Contract. Contractor shall perform no Services knowing it involves a recognized error, inconsistency or omission in the Contract Documents. Contractor warrants and represents to the City that the Plans and Specifications for the Services are suitable and adapted for said Services and guarantees the sufficiency of said Plans and Specifications for their intended purpose and agrees that it will perform the Services and complete the same to the satisfaction of the City. 3. Contract Sum and Payment. The City agrees to pay Contractor monthly for the provision of the Services to each Residential Unit for the preceding month as prescribed in Contractor's Bid Form attached hereto as Exhibit B (the "Contract Sum"). Contractor agrees that its payment from the City is contingent upon only the actual amounts received by the City from each Residential Unit; thus, the Contractor assumes the risk of nonpayment by the Residents, subject to City's good faith efforts to collect for the Services and enforce its collection rights against the Residents; actual receipt of payment from the Resident for Service provided to the Residential Unit shall be a condition precedent to the City's obligation to make payment to the Contractor. By the fifth day of the month, the Contractor shall submit a detail Application for Payment to the City for all Services rendered based on the number of Residential Units receiving Services the proceeding calendar month and as required by the Contract Documents. The City shall remit payment by the 5th day of the month thereafter or within thirty (30) days following actually receipt of Contractor's Application for Payment. All payments shall be based on the total number of Residential Units and the Residential Unit cost as detailed in the Bid Form submitted by the Contractor and made a part of this Contract. The Contract Sum, including authorized adjustments, is the total amount payable by the City to Contractor for performance of the Services under the Contract Documents. In determining the Contract Sum, Contractor has taken into account the level of completeness of the Contract Documents and has exercised its best skill and efforts to make (1) appropriate judgments and inferences in connection with the requirements of the Contract Documents, and (2) all inquiries to clarify the Contract Documents as necessary to calculate and establish the Contract Sum. The Contract Sum may be changed only by written amendment. A. Alternates/Unit Prices. Contractor has included in the Contract Sum the alternates and unit prices described in Exhibit B hereto. Items covered by alternates and unit prices shall be supplied for such amounts and by such persons or entities as the City may direct. Unless otherwise provided in the Contract Documents: (1) materials and equipment under an alternate and unit price shall be selected promptly by the City to avoid delay in the Services; (2) alternates and unit prices shall cover the cost to Contractor of the Services provided and all required taxes; (3) Contractor's costs for labor, overhead, profit and other expenses contemplated for stated alternate and unit price amounts are Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 8 included in the Contract Sum; and (4) whenever alternate and unit price Services are more than or less than alternates and unit prices, the Contract Sum shall be adjusted accordingly by written amendment executed by both parties hereto. The amount of the amendment shall reflect the difference between actual costs and the alternate and unit price sum specified. B. Applications for Payment. All payments provided herein are subject to funds as provided by the City and the laws of the State of Indiana. The City shall make payments within thirty (30) days of actual receipt of Contractor's Application for Payment for labor and materials for the Services. Payments will be due on the fifth day of the month for Services provided the preceding month and will be paid monthly. At least thirty (30) days before the date established for each progress payment, Contractor shall submit to the City an itemized Application for Payment for Services completed in accordance with the Contract Documents. Such Application for Payment shall be supported by such data substantiating Contractor's right to payment as the City may require. C. Interest. Unless otherwise expressly provided in the Contract Documents, payments due to Contractor under the terms of the Contract Documents and unpaid shall bear no interest and Contractor shall be entitled to no interest, statutory or otherwise. D. Change in Law Adjustments. Contractor may increase the rates for Services as a result of increases in costs incurred due to (a) changes in local, state, federal or international rules, ordinances or regulations; (b) changes in taxes, fees or other governmental charges (other than income or real property taxes); (c) uncontrollable prolonged operational changes (i.e., a major bridge closure); and (d) changes in costs due to a force majeure event. Any of the foregoing cost adjustments shall be retroactive to the effective date of such increase or change in cost. Contractor shall provide the City with written notice that includes a justification for any rate increase under this subsection at least 30 days prior to the implementation of said rate increase. 4. Term. Contractor shall commence the Services promptly upon receipt of written notice from the City to proceed and Contractor shall provide Services until December 31, 2030, subject to adjustments authorized by the City. The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. Time limits stated in the Contract Documents are of the essence of this Contract. Contractor shall not knowingly, except by agreement or instruction of the City in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by paragraph 7 to be furnished by Contractor. A. Commencement. It is not incumbent upon the City to notify Contractor when to begin (other than the notice to proceed), cease or resume the Services, to give early notice of the rejection of faulty Services, nor in any way to superintend so as to relieve Contractor of responsibility or of any consequence of neglect or carelessness by Contractor or its subordinates. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 9 . B. Delay. Should provision of the Services be delayed by any fault or neglect or act or failure to act of Contractor or any of its officers, agents, servants or employees so as to cause any additional cost, expense, liability or damage to the City, or any damages or additional costs or expenses for which the City may or shall become liable, Contractor shall and does hereby agree to compensate the City for and indemnify them against all such costs, expenses, damages and liability. C. Excusable Delay. If contractor is delayed, suspended, accelerated, interfered with, or otherwise hindered (collectively referred to as “hindrance” or “hindrances”) at any time in the progress, performance or completion of any portion or portions of the whole of the Services contemplated by the Contract Documents as a result of flood, cyclone, hurricane, tornado, earthquake or other similar catastrophe, or as the result of acts of God, the public enemy, acts of the Government or fires, epidemics, quarantine restrictions, strikes or labor disputes, freight embargoes or unusual delay in transportation, unavoidable casualties, or abnormal weather or on account of any acts or omissions of the City or others engaged by it (except as herein provided), or by their employees, agents or representatives or by changes ordered in the Services, or by any other causes which Contractor could not reasonably control or circumvent, and which are not otherwise assumed by Contractor pursuant to the provisions of the Contract Documents, then the Contract Time for completion of the portion or portions of the Services directly affected by such hindrance shall, upon timely written request of Contractor, be extended by a period equivalent to the time lost by reason of the aforesaid causes by Change Order approved and signed by the City. All claims for an extension of the Contract Time shall be based on written notice delivered to the City within twenty-four (24) hours of the commencement of the event or occurrence giving rise to the claim. Such notice must set forth (a) the cause of the hindrance, (b) a description of the portion or portions of the Services affected thereby, and (c) all details pertinent thereto, including supporting data and the specific number of days requested. It is a condition precedent to the consideration or validity of all claims for an extension of the Contract Time that such claims be made in writing and delivered in strict accordance with all applicable time limits provided above. Otherwise, such claims shall be waived, invalid and unenforceable as against the City. D. Renewal. Pursuant to Indiana Code § 5-22-17-4 and upon written amendment executed by both parties hereto, this Contract may be renewed under the same terms and conditions stated herein for a term not longer than the length of the original Contract. The Contract Sum shall increase at a rate of 4% per annum over the term of the renewal Contract. The Contract Sum increase of 4% for the renewal term shall be based on the Contract Sum for the final year of the expiring Contract. 5. Changes in the Services. A Change in the Services to a non-selected bid alternate may be accomplished after execution of this Contract only by written amendment executed by both parties Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 10 hereto. Changes in the Services shall be performed under applicable provisions of the Contract Documents, and Contractor shall proceed promptly. 6. Safety. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Services. 7. Insurance and Bonds. A. Performance, Payment and Other Bonds. (1) Contractor shall furnish a Performance Bond in an amount equal to one hundred percent (100%) and a Payment Bond in an amount equal to twenty five percent (25%) of the Contract Price as security for the faithful performance and payment of all Contractor's obligations under the Contract Documents in a form substantially similar to Exhibits C and D. These Bonds shall remain in effect at least until one (1) year after the final payment and settlement with the Contractor and as provided otherwise by law. All Bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by law, and shall be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff, Bureau of Government Financial Operations, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. If the surety on any Bond furnished by Contractor is declared a bankrupt or becomes insolvent or its right to do business is terminated in Indiana, or it ceases to meet the requirements of this paragraph, Contractor shall within ten (10) days substitute another Bond and surety, both of which must be acceptable to City. B. Licensed Sureties and Insurers (1) All Bonds and Insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from a surety or insurance companies that are duly licensed or authorized in Indiana to issue Bonds or insurance policies for the limits and coverage so required. The surety and insurance companies providing any coverage on this Project shall have and maintain during the term of this Contract a minimum A.M. Best (Best's Key Rating Guide) rating classification of "A-". C. Certificates of Insurance (1) Contractor shall deliver to the City certificates of insurance (and applicable, blanket-form policy endorsements) which Contractor is required to purchase and maintain in accordance with paragraph 7(D). Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 11 (2) The Contractor shall provide an ACORD form certificate of insurance for all coverage required with the City, naming the City as Certificate Holder. (3) The certificate of insurance shall show that all coverage are provided on an occurrence basis and shall indicate the aggregate limit if applicable. Binders will be accepted as evidence of coverage for only the first ninety (90) days and cannot be renewed or extended beyond that time. (4) All insurance policies other than Workers’ Compensation and, if applicable, Umbrella/Excess Liability must include a provision stating a minimum thirty (30) days' prior written notice will be provided to the City for any cancellation, non- renewal or material change. The Contractor shall cease operations upon the occurrence of any such cancellation, non-renewal or material change, and shall not resume operations until satisfactory replacement insurance is provided, coverage is effective and certificates of insurance are received. D. Contractor's Liability Insurance (1) Contractor shall purchase and maintain such liability and other insurance as is required for the Services and that will provide protection from claims which may arise out of or result from Contractor's performance of the Services and other obligations under the Contract Documents whether it is to be performed by Contractor, any supplier, or by anyone directly or indirectly employed by any of them to perform any of the Services, or by anyone for whose acts any of them may be liable which are applicable to the Services, including: a) Claims under workers' compensation disability benefits and other similar employee benefit acts which are applicable to the Services including private entities performing Services and exempt from the coverage on account of number of employees or occupation, which entities shall maintain voluntary compensation coverage at the same limits specified for the mandatory coverage for the duration of the Services. In case any such Service is sublet, the Contractor shall require the subcontractor to provide insurance for all employees of the subcontractor engaged in such Services unless such employees are covered by the coverage afforded by the Contractor's insurance. If any Work under this Contract involves activities within the scope of the United States Long Shoremen's and Harbor Worker's Act and/or the Jones Act, coverage for such exposure shall be provided with a minimum limit of $1,000,000 per occurrence. b) Claims for damages because of bodily injury, occupational sickness or disease or death of Contractor's employees, or persons or entities Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 12 excluded by statute from the requirements of 7(D)(1), but required by the Contract Documents to provide the insurance required therein; c) Claims for damages because of bodily injury, sickness or disease or death of any person other than Contractor's employees. d) Claims for damages insured by customary personal injury liability coverage which are sustained: (i) by any person as a result of an offense directly or indirectly related to the employment of such person by Contractor or (ii) by any other person for any other reason; e) Claims for damages, other than to the Work itself because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom; f) Claims for bodily injury or property damage arising out of completed operations; and g) Claims involving contractual liability insurance applicable to the Contractor's obligations under the indemnification requirements of paragraph 1(L) of the Contract. (2) Contractor shall purchase and maintain commercial general liability and commercial automobile liability insurance during the entire term of this Contract. The policies shall be based on terms commonly referred to in the insurance industry as an occurrence coverage form (Claims made policy forms are not acceptable.) a) The certificate of insurance for commercial general liability insurance shall indicate the amount of the aggregate limit remaining as of the date of the certificate. b) The commercial general liability coverage shall include premises coverage, products and completed operations coverage, personal injury coverage, coverage for explosion, collapse, and underground coverage, broad form property damage and contractual liability coverage to satisfy the indemnification clause in its entirety included in paragraph 1(L) of the Contract. (3) The Contractor shall purchase and maintain commercial automobile liability coverage for any owned or leased vehicles. Non-owned and hired auto liability coverage shall also be included. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 13 (4) This policy shall cover the total Services and include explosion, collapse, and underground coverage for the entire Services provided by the Contractor. (5) The policy shall stipulate that the "designated Contractor" includes the Contractor engaged in the Services. (6) Minimum Limits of Insurance: The minimum limits of liability for all coverage in each of the proceeding paragraphs above shall be as follows, unless otherwise specifically required by law, whichever is greater. Coverage shall be maintained without interruption from the date of commencement of the Services until date of final payment and termination of any coverage required to be maintained after final payment. a) Workers Compensation/Employer's Liability: Coverage A (Worker's Compensation) - Statutory Coverage B (Employer's Liability) - $1,000,000/each accident; $1,000,000 Disease-each employee; $1,000,000 Disease -policy limit. This coverage to be valid in all states covered for the Services. b) Commercial General Liability: General Aggregate (except Products/Completed Operations) - $2,000,000; Bodily Injury & Property Damage - $1,000,000 Combined Single Limit/Per Occurrence; Personal Advertising $1,000,000/occurrence; Products/Completed Operations General Aggregate - $2,000,000; Coverage to include exposures listed in 7(D)(2)(b); Coverage includes Contractual Liability and Board Form Property Damage including Completed Operations; Coverage to apply on a "Per Project" basis in order that coverage will not be diminished by unrelated work. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 14 c) Commercial Automobile liability (Owned, Leased, Hired/Non-Owned): Bodily Injury & Property Damage - $5,000,000 / occurrence. (8) All coverage provided above shall be endorsed to include the City and Residential Unit Owner as Additional Insured via blanket-form endorsement except for A (Worker's Compensation) and will stipulate that this coverage is primary respecting any other coverage the City might have. The additional insured endorsement will include "Completed Operations" of the Contractor. The coverage requirements apply to all Contractors' and suppliers; Contractor is responsible to verify these requirements for each and every one of its Suppliers. a) If a commercial umbrella liability policy is used to satisfy the minimum limits of liability requirements, the combined limits must equal these minimum limits of liability. b) If the aggregate liability limits required by this Contract for any policy subsequently falls below the aggregate limits required, immediate steps shall be taken to effect reinstatement of the minimum aggregate liability limits. A revised certificate of insurance is required to confirm compliance with this requirement. Any additional premiums resulting from such reinstatement shall be at no additional cost to the City. c) With respect to products and/or completed operations insurance coverage, will remain in effect for at least three (3) years after final payment (and Contractor shall furnish the City an ACORD form certificate of insurance as satisfactory evidence to City and any such other insured or additional insured of continuation of such insurance at final payment and three (3) years thereafter). d) These coverage requirements and minimum coverage limits are to provide the minimum acceptable insurance coverage and their existence does not in any way limit or reduce the Contractor or subcontractor's indemnity obligations under the Contract Documents. e) No representation or warranty is made by the City regarding the sufficiency or adequacy of the insurance requirements, coverage or limits stated in the Contract Documents. The Contractor is advised to consult with insurance agents or professional advisors to determine coverage needs and requirements. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 15 8. Default and Remedies. A. City Default. Contractor may terminate this Contract if the Services are stopped for a period of thirty (30) days through no act or fault of Contractor or its agents or employees or any other persons performing portions of the Work under Contractor because the City has not made payment within the stated in the Contract Documents. If the Services are stopped for a period of ninety (90) days under an order of any court or other public authority having jurisdiction, or as a result of any act of government such as a declaration of a national emergency making materials unavailable, through no act or fault of contractor or its agents or employees, or any other persons performing any of the Services under contract with contractor, then contractor may, upon seven (7) days' written notice to the City, terminate this Contract and recover from the City payment for all Services executed to date. Recovery by Contractor of lost anticipated profit and other consequential damages is hereby specifically excluded. B. Termination for City's Convenience. This Contract may be terminated by the City in whole or in part without cause and for its convenience upon seven (7) days' written notice to Contractor. In the event of such termination for convenience, Contractor shall be compensated for Services performed up to the date of termination, but the City shall not be liable for any additional or consequential damages. Such entitlement of Contractor shall constitute Contractor's sole and exclusive remedy and recovery, and in no event shall Contractor be entitled to recover anticipated profits and/or overhead on unperformed Services. C. Contractor Default. Contractor shall be in default of this Contract if (1) Contractor fails to perform or comply with its obligations under this Contract; (2) the City reasonably believes that Contractor is not capable of satisfactorily completing the Services; (3) Contractor becomes insolvent, is unable to meet current obligations, or seeks relief under the Bankruptcy Code or other similar law or procedure; (4) a receiver is appointed for Contractor or its property; or (5) Contractor is dissolved or otherwise ceases to exist. If Contractor is in default, the City may, at its option, proceed as follows: (1) terminate this Contract; (2) withhold payment of all or any portion of the Contract Sum until (i) the default is cured and the Services are completed, and (ii) all costs, expenses, and damages, including supervision and any other damages incurred by the City because of default, have been determined; and/or (3) exercise any other remedy available at law or in equity. All costs, expenses, and damages incurred by the City due to a default by Contractor may be deducted from the Contract Sum. Upon demand, Contractor shall pay the City the amount, if any, by which the costs, expenses and damages incurred by the City exceed the unpaid balance of the Contract Sum. Contractor shall pay the City's reasonable attorneys' fees and expenses in connection with any lawsuit or other proceeding between the City and Contractor relating to the enforcement of this Contract. 9. Miscellaneous Provisions. A. Existing Collection Contracts. By executing this Contract, Contractor agrees to terminate its existing contract(s) for collection Services within the Service limits as Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 16 detailed by this Contract at no cost to the City or the Residential Unit Owner being serviced. Contractor acknowledges that this Contract is sufficient consideration for Contractor's agreement to terminate these existing contracts within the Service limits. In addition, Contractor acknowledges and understands that there may be existing contracts within the Service limits held by other providers that may have to be phased out prior to Contractor assuming Service obligations for the entire Service area. As such, all Residential Units will be phased in as is reasonable without the City or Residential Unit Owner incurring any additional costs. B.Governing Law. This Contract shall be governed by the laws of the State of Indiana. C.Successors and Assigns. The City and Contractor respectively bind themselves, their successors, assigns and legal representatives to the other party hereto in respect to covenants, agreements and obligations contained in the Contract Documents. Neither party to this Contract shall assign this Contract without the written consent of the other, which consent shall not be unreasonable withheld. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under this Contract. D.Notice. Any notice provided for in this Contract will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: John Duffy AND Utility Director Carmel Utilities 30 W. Main St, Ste 220 Carmel, Indiana 46032 Corporation Counsel Department of Law One Civic Square Carmel, Indiana 46032 If to Contractor: ATTENTION: Notwithstanding the above, notice of termination shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. E.Rights and Remedies. Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. No act or failure to act by the City or Contractor shall constitute a waiver of a right or duty afforded them under this Contract, nor shall such action or failure to act constitute approval of or acquiescence in a thereunder. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 17 F. Severability. In the event that any provision, term or other portion of the contract, or any document or item referred to in the contract, shall be found to be invalid or unenforceable, then such provision, term or other portion shall be reformed in accordance with applicable law. The invalidity or unenforceability of any provision, term or other portion of the Contract, or any document item referred to in the contract, shall not affect the validity or enforceability of any other provision, term or other portion of the contract, or any document or item referred to in the contract. G. Waiver. A waiver by either party or any breach of any provision of these specifications or any contract document shall not be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself. No inspection, observation, payment or acceptance of compensation for any period subsequent to any breach shall be deeded a waiver of any right or acceptance of defective performance. Where the condition to be waived is to material part of the contract such that a waiver would affect the essential bargains to the parties, the waiver must take the form of a contract modification as provided for elsewhere in these specifications and contract documents. H. Venue. In the event it becomes necessary to litigate any term or condition of the Contract, the parties shall agree that the County of Hamilton, State of Indiana shall be proper venue to settle such disputes. I. Government Compliance. Contractor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Contractor’s performance of its obligations under this Contract, and all relevant provisions thereof are incorporated herein by this reference. Contractor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Contract. J. E-Verify. Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the “Indiana E-Verify Law”), Contractor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit G, affirming that it is enrolled and participating in the E-verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Contractor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should the Contractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Contract in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E- Verify program cease to exist. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 18 K. Iran Certification. Pursuant to I.C. § 5-22-16.5, the Contractor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. L. Debarment and Suspension. The Contractor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Contractor. The Contractor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Contractor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. M. Nondiscrimination. Contractor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. N. Entire Agreement. This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Contractor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 20 EXHIBIT A PLANS AND SPECIFICATIONS SPECIFICATIONS A. SCOPE OF SERVICES Residential Solid Waste, Yard Waste, Recycling Collection and Disposal. The Contractor shall provide a comprehensive Solid Waste and Yard Waste collection and disposal service consisting of weekly pick-up of bagged, containerized and/or bundled household Solid Waste and Yard Waste from all Residential Units (the “Services”), except certain apartment/townhome complexes that have previously been identified as not being part of the City-Wide Program. Such Services will also include weekly curbside commingled Recycling from all Residential Units except certain apartment/townhome complexes that have previously been identified as not being part of the City-Wide Program within the City's limits as defined herein. The Services are to start on January 1, 2024, and continue for a seven (7) year contract term. B. AREA TO BE SERVICED The Services shall be provided to all Residential Units within the City's limits as defined in Exhibit 1 attached hereto. C. DEFINITIONS For the purpose of this Contract, the following definitions apply: 1. Alleyside: Alleyside will refer to as close as possible to the alley but not more than five (5) feet from the alley, and where a fence exists, the alleyside of the fence. 2. Bulky Waste. Such items include, but are not limited to, stoves, washers, dryers, furniture, and other items with weights or volumes greater than those allowed for by approved Containers. This term shall also include items that previously contained refrigerants, such as refrigerators, air conditioners, freezers, and dehumidifiers, as long as the resident can provide the Contractor with appropriate documentation showing that the CFC's or HCFC's have been properly removed by a licensed technician. 3. Bundles. Rubbish or Yard Waste security tied together forming an easily handled package not exceeding four feet (4') in length, eighteen inches (18") in diameter nor weighing more than forty (40) pounds. 4. Bulky Brush & Landscape Waste: Bulky Brush & Landscape waste is defined as tree and shrub limbs and trimmings, which are greater than three (3) inches in diameter; tree trunks; root balls; and similar items. Landscape/brush waste & debris must not exceed Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 21 eight (8) cubic yards. Shrub and tree limbs and branches must be cut into lengths of less than eight (8) feet. 4. Container(s). One (1) or two (2) ninety-six (96) gallon (+/- five (5) gallons) or at customers' request sixty five (65) gallon (+/- five (5) gallons) reusable container(s) with wheels used for storing Solid Waste, Yard Waste and Recycling. Container(s) should provide sufficient strength to be picked up using mechanical means by Contractor. 5. Construction Debris. Waste including building materials resulting from construction, remodeling, repair or demolition operations. 6. Curbside. Curbside will refer to that portion of the right of way adjacent to and within five (5) feet of paved, traveled roadways. 7. Hazardous Materials. Any waste designated as "hazardous" by the United States Environmental Protection Agency or appropriate state agency as the same is now in effect or may hereinafter be amended. This term shall also include any flammable/volatile liquids. 8. Public Street. Any public street or thoroughfare dedicated to public use, controlled by the City including alleyways and as designated in Exhibit 1. 9. Overage Tags. Separately purchased tags by Resident from the City to place on any excess Solid Waste or Yard Waste over the normal Container limit. Overage Tags will be supplied by Contractor to City which will include the additional cost of any additional Services. 10. Recycling. Recycle waste including Recycling qualified commingled items such as: 1) Aluminum, aluminum foil and foil pans; 2) Steel, empty steel paint cans, tin and bimetal cans; 3) Plastics (#1 through #7), no Styrofoam allowed; 4) Glass containers (amber, clear, blue, and green in color); 5) Corrugated cardboard, paperboard, fiberboard; 6) Newspapers, magazines, phone books and catalogues; and 7) Additional items as designated by the Contractor. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 22 11. Refuse/Garbage. Putrescible animal or vegetable waste resulting from the handling, preparation, cooking, serving or consumption of food, and including all paper, wrappings, boxes and cartons used to contain such food. 12. Resident. The individual currently occupying a Residential Unit. 13. Residential Unit. A room or series of rooms located within a building or mobile home and forming a single inhabitable unit with facilities, which are used, or are intended to be used for living, cooking, eating and sleeping. a. Single-Family Residential Unit - A residential dwelling unit separated from any other dwelling unit by open space, and designed for occupancy for one person or family. b. Multi-Family Residential Unit - A building or related group of buildings not to exceed four (4) units located on the same lot, tract or parcel of real estate, with each dwelling unit being completely independent of the other. c. Townhouse - Any multi-story family residential unit sharing one or more common walls with another similar residential unit. 14. Rubbish/Trash. Nonputrescrible waste consisting of matter such as cans, glass, papers, cardboard, plastics, metals, ashes, etc. 15. Solid Waste. All putrescible and nonputrescible matter, including garbage and rubbish, but excluding hazardous materials and other matter that is specifically excluded elsewhere in these Specifications. 16. Unacceptable Waste. Unacceptable Waste means: (1) Hazardous Materials; (2) radioactive, volatile, corrosive, highly flammable, explosive, biomedical, infectious, biohazardous, or toxic waste as defined by Applicable Law; or (3) any otherwise regulated waste. 17. Waste Material. Waste Material is all Solid Waste and Recycling that are not excluded by this Agreement. Waste Material does not include any Unacceptable Waste. 18 Yard Waste. All compost type materials including grass clippings, brush, and Christmas trees, etc. D. DESCRIPTION OF SERVICES 1. Solid Waste Collection Service. Collection of Solid Waste from each qualifying Residential Unit, one (1) time per week. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 23 a. Containers. Each pickup shall consist of a maximum of three (3) ninety-six (96) gallon (+/- five (5) gallon) trash and recycling containers and bundles per residential unit. One (1) ninety-six (96) gallon (+/- five (5) gallon) trash container and one (1) ninety-six (96) gallon (+/- five (5) gallon) recycling container will be standard. A second ninety-six (96) (+/- five (5) gallon) for either trash or recycling will be furnished upon the Resident’s request at no cost to the City or Resident. b. Out of Town Residents. Residents who are out of town and will not be using the Services or water service for minimum periods of one (1) month or more will not be charged the monthly fee for those months the Resident does not use the Services or water service. Residents shall request the suspension of Services a minimum of one (1) week prior to the City's customer serviced office and specify the length of the Service suspension. City will notify the Contractor within forty-eight (48) hours of receipt of the need to suspend Services. c. Christmas Tree. The Contractor will be required to pick up one (1) Christmas tree per Residential Unit over and above the Container limit as no additional charge. This Service shall begin on December 26th and end on the Friday closest to January 15th of each year. d. Planned Unit Developments (PUD). Collection shall be front street curbside with the exception of those planned unit developments (PUD) and Old Town Carmel homes where alley facing garages may necessitate alley pickup. e. Declined Collections. The Contractor may decline to collect Solid Waste for a reason specified in the Contract Documents (i.e., not properly bagged, bundled or contained; improper placement, non-residential Solid Waste; Hazardous Waste; etc.). Where the Contractor has reason to leave Solid Waste uncollected at a Residential Unit, the Contractor shall inform the Resident by tagging uncollected items. 2. Yard Waste Collection Service a. The pickup limit of brush will be included with the Solid Waste Container quantities. A Bundle will be considered as one (1) Container within the Container limit. 1) During the months of April, May and from October 15 to December 15, each Residential Unit is allowed up to twenty (20) bags per week of leaves and other Yard Waste in lawn bags or tied Bundles. The bags shall be furnished by the Residents at their own cost. The bags may be paper or plastic and can have up to a 40 gallon capacity size rating. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 24 2) The Contractor is to make every reasonable effort to dispose of easily identifiable Yard Waste in an environmentally friendly manner (i.e. composting or chipping Christmas Trees into usable mulch). b. Collection Schedule. The Contractor shall provide, as applicable to federal regulation standards, weekly Yard Waste collection and disposal Services, yard Waste collection should be scheduled on the same day as Sold Waste and Recycling Collection. 3. Recycling Collection Service a. Collection of Recycling from each qualifying Residential Unit, once every week or once every two (2) weeks or depending on the Bid accepted by the City. The Recycling Collection day shall be the same day as the Solid Waste and Yard collection day. b. Gross volume of Recycling materials collected shall be weighed daily on a local certified scale to be agreed upon by the City and the Contractor. c. A monthly record of the amount of Recycling materials in tons and pounds shall be kept by the Contractor. This record shall be submitted to the City on a monthly basis by the 15th of each following month. d. Collection shall be curbside with the exception of those planned unit developments (PUD) and Old Town Carmel homes where alley facing garages necessitate alley pickup. e. If market conditions develop that limit or inhibit Contractor from selling some or all of the Recycling, Contractor may at its option and upon notice to City (i) redefine Recycling, (ii) suspend or discontinue any or all Services, or (iii) dispose of the Waste Material in a landfill and update the pricing to City accordingly. Any such actions, if taken, may be reversed or further changed as market conditions dictate. 4. Special Needs Services. For those Residents with special needs who are physically unable to wheel their Container to the curb, the Contractor is to provide a special service where it will go to the garage or other visible location and wheel the Container down and return it for the Residents. Residents are to contact the Contractor directly to register for such service. 5. Special Services. The City has some Residents that would prefer not to us a Container, and would prefer to be able to place a single bag at the curb for pick-up. The number of Residents that Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 25 would prefer this Service is estimated to be one thousand (1,000). Contractor is requested to provide a written statement on a separate sheet of paper with its Bid stating whether it is able to provide this Service and if so, whether or not it would result in an increase / decrease in charge for each Residential Unit. If there would be an increase / decrease in the costs per Residential Unit charge, how much would be charged for each Residential Unit in the way of an increase / decrease spread across ALL Residential Units. Also, please state any limitations in terms of bag weight and type of bag that Residents can use. E. CONTRACTOR SERVICE RESPONSIBILITIES AND REQUIREMENTS 1. Solid Waste, Yard Waste and Recycling Services. The Contractor shall provide Service for weekly collection and disposal of Solid Waste, yard Waste and Recycling from all residential units, except certain apartment/townhome complexes that have previously been identified as not being part of the City-Wide Program. a. The Contractor shall supply all Containers required to each Resident Unit for the Services. Containers shall be delivered by Contractor to additional Residential Units as they become eligible for Services. 1) Cost for Containers shall not be paid for directly, but included as part of the total cost of the Services per Residential Unit. 2) Any replacement Container(s) in excess of one (2) per year to the same Resident for the same Residential Unit may be billed by the City at the Contractor's cost, plus delivery fee to the Resident and Residential Unit. b. If Residents so desire, they may purchase Overage Tags from the City to place any excess Solid Waste or Yard Waste over their normal Container limit. The City shall be responsible for collection of payment from the participating Residents. 1) The Contractor shall supply Overage Tags to the City for an agreed upon price which will include the additional cost of collection. c. The Contractor shall supply to City Residents any and all information relating to additional Service options that may be offered to them not covered or mentioned in these Specifications relating to Solid Waste, Yard Waste and Recycling collection. d. All collections shall be made on City owned streets or alleys where available. No collections shall be made on private property including streets or alleys unless a right of entry agreement is made between the Contractor and the property owner and is approved by the City. All collections shall be made within five (5) feet of the curb or edge of the street or alley. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 26 e. The Contractor is prohibited from comingling Solid Waste, Yard Waste or Recycling collected from ineligible residential units, commercial or other business establishments or from areas outside the corporate City limits while providing the Services. f. Within the Container limit, the Contractor is required to pick-up all Solid Waste, Yard Waste and Recyclables placed in approved reusable and non-reusable Containers and additional items, which are properly placed in Bundles. However, as appropriate, a single item need not be bagged, contained or placed in Bundles to qualify for the Services. g. Bulky Waste. The Contractor shall provide Services for collection and disposal of Bulky Waste from all Residential Units, except certain apartment/townhome complexes that have previously been identified as not being part of the City-Wide Program on an on-call basis. A forty-eight (48) hours advanced notice must be given to the Contractor prior to pick-up. 1) The Contractor shall not be required to pick-up more than one (1) of such item from each Residential Unit each week. Requested pickup of Bulky Items may occur on designated day(s) by Contractor’s designation. 2) The Contractor shall not be required to pick-up Bulky Wastes that contain or previously contained refrigerants unless the Resident can provide the Contractor with appropriate written verification showing that the CFC’s or HCFC's have been properly removed by a licensed technician. 3) Contractor will be required to submit a fee schedule to the City for pickup of all Bulky Waste. The cost will be the responsibility of the Resident and will be billed by the Contractor. 2. Solid Waste, Yard Waste and Recycling does NOT require pick-up of: a. Solid Waste exceeding the contracted limit per week excluding bags with Overage Tags, b. Solid Waste not properly contained or placed in Bundles, c. Solid Waste not appropriately placed for collection, d. Hazardous Materials, e. Medical Waste of any type including but not limited to medical sharps, Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 27 f. Dead animals, g. Liquids, including, but not limited to paint, sludge, oil or other chemicals, h. Bulky Waste containing refrigerants in which the Resident cannot provide the Contractor with appropriate documentation showing that the CFC’s or HCFC's have been properly removed by a licensed technician, i. Solid Waste, Yard Waste or Recycling that are generated from a different location than the Residential Unit, j. Any Solid Waste and Yard Waste that is specifically excluded by federal, state or local laws from being disposed of in a landfill if that is the type of disposal facility being utilized, k. Tree limbs or branches exceeding four feet (4') in length or four inches (4") in diameter. Bundles not properly secured or exceeding maximum dimensions, l. Construction Debris, and m. Bulky Waste when forty-eight (48) hour prior notice is not given. 3. Contractor's Collection Routes. The City shall be divided into sectors for the purpose of provision of the Services. Each sector shall be scheduled to receive all Services on the same day. Contractor shall submit its proposed sectors with its Bid for consideration by City. The City reserves the right to review, comment on and finally approve Contractor's sectors for the Services. a. If during the course of the Contract, the Contractor wishes to change the collection schedule, the Contractor shall bear the cost and responsibility of informing the Residents of the new collection schedule. Any changes in schedules and/or routes shall not be made without the prior written approval of the City. Current routs are shown on exhibit 1. b. Exceptions may be made only after the City has been notified that the Contractor has reasonably determined that an exception is necessary to complete collection of an existing route due to unusual circumstances or upon the mutual agreement of the City and the Contractor. c. Recycle Collection should be on the same day as Solid Waste collection. Yard Waste collection should be on the same day as Solid Waste collection. The Contractor shall immediately notify the City of any delays or deviations from a normally scheduled route. 4. Contractor's Collection Schedule Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 28 a. Hours and Days of Collection. The hours and days of Services are to be from 7 a.m. to 5 p.m. Monday through Friday. All Services shall be provided at least once per week Monday through Friday, year-round to all qualifying Residential Units within the City's corporate limits. Yard Waste Service shall be provided at least once per week, Monday through Friday, from approximately March 15 until December 15. b. Holidays. The holidays listed below may be observed as non-service days by the Contractor. The suspension of Services on these holidays does not relieve the Contractor of its obligation to provide Services to each Residential Unit at least once each week. Whenever these holidays fall on a regularly scheduled collection day, the collection schedule for that day as well as the rest of the week may be delayed one day. Under these circumstances only, Saturday collection is acceptable. 1) New Year's Day, 2) 4th of July, 3) Thanksgiving Day, and 4) Christmas Day. c. Additional holidays may be granted upon Contractor request and City approval in writing. F. CONTRACTOR'S EQUIPMENT 1. Contractor's vehicles shall be licensed in the State of Indiana and shall operate in compliance with all applicable state, federal and municipal regulations. All vehicles shall be manufactured and maintained to conform to the American National Standards Institute's (ANSI) standards. 2. Contractor's vehicles and other equipment shall shall remain Contractor’s property and shall be kept in proper repair and sanitary condition. The Residents shall be liable for all loss or damage to such equipment (except for normal wear and tear and for loss or damage resulting from Contractor’s handling of the equipment). The Residents shall use the equipment only for its proper and intended purpose and shall not overload (by weight or volume), move, or alter the equipment. The Residents shall provide safe, unobstructed access to the equipment on the scheduled collection day. The Contractor may charge an additional fee for any additional collection service required by the failure to provide access. a. Contractor must have vehicles washed a minimum of two (2) times per week. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 29 b. Each vehicle shall bear as a minimum, the name and website of the Contractor plainly visible on both cab doors. d. Each vehicle shall have at least one (1) broom and one (1) shovel to clean Solid Waste that may be spilled or otherwise scattered during the process of collection. e. All vehicles shall be sufficiently secure so as to prevent any littering of Solid Waste and/or leaking of fluid. No vehicles shall be willfully overloaded. 3. The Contractor will be solely responsible for collecting or cleaning up any litter, fluids refuse or landscape waste which may leak, spill or blow off a vehicle due to the vehicle operator's failure to properly monitor the load, to operate the vehicle, or due to failure of any mechanism. 4. Contractor's Alley Collection Vehicles a. Where alley collection is required, Contractor shall not operate equipment in the alleys which causes damage to structures, vehicles or payment in the alleys and which exerts more than thirty-three (33) pounds per square inch of contact with the pavement. The following standards are believed to be able to navigate alleys. 1) A vehicle that has a body capacity of not more than 10 cubic yards; 2) A height of not more than 79 inches; 3) A width of not more than 90 inches; and 4) A length of not more than 188 inches. b. Any use of larger vehicles may be banned if there are more than two (2) incidences of property and/or pavement damage. Collection vehicles must be enclosed and secure so as to prevent any littering. Vehicles other than properly equipped packer vehicles operating in the alley shall discharge their loads into a proper packer vehicle not less frequently than every block where alley pickup is required. Packer vehicles exceeding the gross vehicle weight limit shall use the streets in the area and receive the loads from the alley vehicles on area streets rather than in area alleys. c. Contractor shall provide the gross weight of the alley vehicles when full and the number of axles and wheels on each vehicle with Contractor's Bid. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 30 5. Contractor shall not be responsible for any damages to City’s or Residents’ pavement, curbing or other driving surfaces resulting from Contractor’s providing service, except to the extent caused by Contractor’s negligence. G. CONTRACTOR'S EMPLOYEES 1. The Contractor shall provide courteous and neat personnel for its collection crews and provide courteous and knowledgeable personnel for its customer service offices. a. The Contractor's collection employees working within the City shall be required to wear a uniform of some matter clearly showing that the employee is employed by the Contractor. b. All of the Contractor's vehicle operators working within the City shall carry a valid Indiana driver's license for the class of vehicle operated. Such vehicle operators shall obey all traffic regulations, including weight and speed limits. c. The Contractor shall prohibit its drivers and crew members from consuming any alcoholic beverages while working or using a controlled substance that negatively affects their ability to perform their duties under this Contract. d. If the City determines that any of the Contractor's employees is unfit or unsuitable to perform the Services as a result of intoxication, drug use or by virtue of abusive or obnoxious behavior, then, upon the City's written request, the Contractor shall remove such employee from Services within the City and furnish a suitable and competent replacement employee. H. CONTRACTOR'S DISPOSAL SITE 1. The Contractor shall furnish the City with the name and location of the waste disposal and/or recycling facility which will receive the Solid Waste, Yard Waste and Recyclables generated under the Contract. The proposed disposal facility and recycling facility shall meet all the requirements of the State of Indiana and the jurisdiction in which said facility is located. a. The City reserves the right in its sole discretion to approve any change in Solid Waste and Yard Waste disposal methods or Recycling methods regardless of the initiating party. 2. Contractor shall furnish the City with copy of a Contract executed by said waste disposal site or recycling facility agreeing to receive all Solid Waste and Yard Waste and/or Recycling generated under the Contract for the duration of this Contract. The requirements of this paragraph may be satisified by Contractor’s provision of a written acknowledgment from a qualified disposal / recycling center or a contract with a qualified facility with pricing information redacted. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 31 3. Choice of disposal site and recycling facility is made by the Contractor who will assume all fees. 4. The Contractor shall be solely responsible for compliance with all Federal, State, County, and local laws, ordinances, and regulations, as amended from time to time, governing the disposal of refuse at said facility. I. CONTRACTOR SUPPORT OF CITY'S PUBLIC EDUCATION PROGRAM 1. The Contractor shall provide to the City an annual sum of $10,000 to be applied towards the development, printing and distribution of public education materials including but not limited to newsletters, brochures, print and radio advertisements and public displays. Any printed material will include both the Contractor's and City's name and logo. a. In addition to the above sum, the Contractor will pay for all printing and mailing costs for one (1) initial mailing to all Residents explaining the details of the Services. J. CONTRACTOR RESIDENT AND CITY SERVICE REQUIREMENTS 1. Contractor's Office. The Contractor shall establish and maintain an office or other facility to which the public and City personnel may call or send inquiries or complaints and from which the general public and City personnel may receive instructions. Such office or facility shall be equipped with adequate telephone communications, local or toll free phone numbers for Residents to call in missed pickups or complaints. 2. Contractor's Staffing. Contractor's office shall have at least one (1) responsible person in charge and present during all collections hours, including Saturday following an observed holiday. a. The Contractor shall provide the City with at least one (1) separate telephone number which may be used by City personnel to communicate with the Contractor after regular business hours or during an emergency. K. CONTRACTOR COMPLAINT PROCEDURE 1. The Contractor shall receive, investigate, and respond to all complaints of unsatisfactory Service within twenty-four (24) hours after the complaint is received. Any complaint initially received by the City will be directed to the Contractor's office. a. Any item filed as a complaint, not properly tagged or reported to the City the day of schedule pick up, shall be the responsibility of the Contractor to correct. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 32 b. In the event a complaint is not resolved within twenty-four (24) hours, and where no fault can be found on the Resident's part as determined by the City, the City shall have the right to demand an explanation and/or resolution to its satisfaction, which may include a special collection of the Solid Waste, Yard Waste or Recycling. 1) Where the collection from a household is inadvertently missed on a day preceding a Holiday or weekend, the complaint shall be resolved and Service shall be provided on the next service day. c. In the event the Contractor disputes a determination made by the City concerning the lack of fault of the Resident, the Contractor may appeal such determination to the City by notifying the City within twenty-four (24) hours after the complaint is received or the Contractor fails to resolve a complaint within twenty-four (24) hours after such determination is made. Such notification may initially be made by telephone, but must then be followed-up in writing. d. In the event the Contractor unreasonably fails to resolve a complaint within twenty-four (24) hours after the complaint is received or the Contractor fails to resolve a complaint within twenty-four (24) hours after the City makes its final determination, the Contractor shall pay the City the sum of $250.00 for the first complaint, and if not resolved within additional forty-eight (48) hours period, $500.00 for the second and subsequent complaints until the complaint is resolved. e. The Contractor shall pay to the City reimbursement for all costs incurred pertaining to correcting a complaint due to negligence on the part of the Contractor, including administrative and attorney’s fees. f. The Contractor shall maintain a daily log of complaints received in a format approved by the City. A copy of these complaints and their resolution shall be provided to the City at the end of each month with the invoice for Services. L. CONTRACTOR PROVISION OF CONTAINERS 1. Contractor shall provide one (1) or two (2) ninety (96) gallon (+/- five (5) gallons) or one (1) sixty five (65)) gallon (+/- five (5) gallons) (optional) wheeled Containers (rotational molded only) for trash collection to each Residential Unit. The Contractor is also to provide one (1) ninety-six (96) gallon (+/- five (5) gallons) or sixty-five (65) gallon (+/- five (5) gallons) wheeled Container for Recycling to each Residential Unit. a. The Containers must conform to ANSI standards and must be approved by the City or its designee. The Containers must be a City approved color and will have the name of the Contractor displayed on the side. The Contractor needs to be Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 33 prepared to offer a smaller sixty-five (65)) gallon (+/- five (5) gallons) wheeled Container (rotational molded only) for both Solid Waste and Recycling upon individual request. Contractor shall provide the Container company and Container specification with its Bid. 2. The Contractor will be responsible for providing and delivering Containers to new Residents, replacing stolen containers, replacing and/or repairing damaged or unusable Containers at no extra cost but limited to two (2) Containers per year per Residential Unit. 3. The Contractor shall exercise reasonable care not to damage a reusable Container, and to replace the same in an upright position on the sidewalk, curbside, driveway, or alley out of the traveled portion of the right-of-way. Full restitution shall be made for damages by the Contractor upon proof of negligence of its actions. a. The Contractor shall handle all Containers with reasonable care to avoid damage and spills. Where collection crews break or spill any item of waste, the crews shall immediately clean up the debris. b. The Contractor shall not be responsible for collecting or cleaning up refuse, recycling, or landscape litter that has blown, fallen, leaked or been scattered from bags, cans, bins or other Containers through no fault of the Contractor. 4. The Contractor shall return all empty Containers at each stop to the general location at which they were found. Empty Containers shall not be placed in the middle of driveways, in driveway aprons, or near the curb in a manner that will increase the likelihood that an empty Container will block a sidewalk or fall or roll into the street. M. CONTRACTOR'S COLLECTION, REPORTING DATA & SUBMISSION OF ENVIRONMENTAL FEATURES 1. The Contractor shall collect and report to the City the following information computed on a quarterly basis. Such reporting shall be submitted to the City by the month following the end of the calendar quarter. a. Number of curbside recycling collection Residential Units setting out materials; b. Summary of tonnages of all Recyclable collected by material type. c. Tonnage of trash disposed of (or collected) by moth; and d. Other statistics that may be required by the State of Indiana. 2. The Contractor shall submit the following summary reports on an annual basis: a. Summary of participation rates of Recycling; Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 34 b. Collected material amounts of both trash and Recyclables; c. Summary of successes and problems and measures taken to resolve problems; and d. Those reports that may be required by the State of Indiana. 3. The Contractor shall tag and identify any Containers/Container(s) or items exceeding the contracted limit. A list of violations shall be submitted to the City on a daily basis. 4. The Contractor shall notify the City of any changes before they are made regarding company policies or personnel that directly affect this Contract. 5. Environmental Features: with its Bid Form submission, Contractor shall supply and/or detail and outline any environmental features of its processes if applicable. Examples include use of alternative fueled vehicles or composting/mulching of landscape debris. N. CITY RESPONSIBILITIES AND REQUIREMENTS 1. The City shall pay the Contractor monthly for Services provided to all Residential Units for the preceding month. By the fifth (5th) day of the month, the Contractor shall submit a detailed Application for Payment to the City for all Services rendered based on number of Residential Units receiving Services the preceding calendar month and as required by the Contract Documents. The City shall remit payment by the fifth (5th) day of the month thereafter or within thirty (30) days following actual receipt of the Contractor's Application for Payment. If any dispute arises, the undisputed amount shall be paid by the City to Contractor. a. The total rate per Residential Unit shall be based on the Base Bid and/or Alternates as provided in Contractor's Bid in the Bid Form included in the Contract Documents. b. Contractor agrees that its payment from the City is contingent upon only the actual amounts received by the City from each Residential Unit for the Services; thus, the Contractor assumes the risk of nonpayment by the Residents, subject to City's good faith efforts to collect for those Services and enforce its collection rights against the Residents including termination of the Services and separate water services as provided by statute. Actual receipt of payment from the Resident for Service provided to the Residential Unit shall be a condition precedent to the City's obligation to make payment to the Contractor. 2. The City shall supply the most current City map possible to the Contractor for route scheduling purposes. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 35 3. The City shall provide the Contractor an initial schedule for the Services with designated daily routes indicated. This schedule shall either be a street/alley list or street/alley map indicating on which days a given location is to be collected. The map will indicate all private streets and alleys that are not to be used by the Contractor. O. RESIDENT RIGHTS, RESPONSIBILITIES AND REQUIREMENTS 1. Location of Containers for Service. Residents shall place Containers close to the curb (or in those areas without curbs, close to the edge of the payment), to facilitate collection by the Contractor. 2. Residents are responsible for placing containers, bags and/or Bundles in the appropriate street or alley location before 7:00 a.m. on the designated collection day. 3. Resident Separate Disposal. Any Residents wanting to dispose of large quantities of non-containerized refuse, landscape waste, or construction debris shall be allowed to solicit competitive prices for such Services from refuse collection contractors and select any contractor. a. The Resident shall be solely responsible for full payment for all such services. No such private collection agreement shall effect the terms of these services. 4. Title to Waste. Contractor shall acquire title to Waste Materials when they are loaded into Contractor’s truck. Title to and liability for any Unacceptable Waste shall remain with the Residents and shall at no time pass to Contractor. 5. Right of Refusal. If anything listed as an Unacceptable Waste is discovered before it is collected by Contractor, Contractor may refuse to collect the entire pick-up that contains those items. In such situations, Contractor shall contact the City and the City shall promptly undertake appropriate action to ensure that such items are removed and properly disposed of by the depositor or generator of the items. In the event such items are present but not discovered until after it has been collected by Contractor, Contractor may, in its sole discretion, remove, transport, and dispose of such items at a facility authorized to accept those items, in accordance with applicable law and charge the depositor or generator for all direct and indirect costs incurred due to the removal, remediation, handling, transportation, delivery, and disposal of those items. The City shall provide all reasonable assistance to Contractor to conduct an investigation to determine the identity of the depositor or generator of those items and to collect the costs incurred by Contractor in connection with such items. Subject to the City’s providing all such reasonable assistance to Contractor, Contractor shall release City from any liability for any such costs incurred by Contractor in connection with excluded items, except to the extent that the items are determined to be attributed to the City. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 36 EXHIBIT B CONTRACT SUM Qty Size Pick-up Schedule 4th Year Price 5th Year Price 6th Year Price $ 5,375,400.00 + $ 5,617,200.00 + $ 5,870,160.00 + $ 6,134,280.00 + $ 6,409,560.00 + $ 6,696,000.00 + 7th Year Price Total Price $ 7,001,040.00 = $ 43,103,640.00 2) Residential Unit Monthly - Cost per month, per Residential Unit 1st Year Price 2nd Year Price 3rd Year Price 4th Year Price 5th Year Price 6th Year Price $ 14.45 $ 15.10 $ 15.78 $ 16.49 $ 17.23 $ 18.00 7th Year Price $ 18.82 Solid/Yard Container(s) Recycling Max 2 1 96 gal 96 gal Weekly Weekly 1) Cost per year, per Residential Unit Multiplied by 31,000 estimated Residential Units 1st Year Price 2nd Year Price 3rd Year Price *Solid Waste, Yard Waste and Recycling must be picked up on the same day *Customer May choose 2 recycling containers and 1 trash container *All bid prices shall include the cost of Containers *Contractor shall provide 65 gall container(s) upon request Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 37 EXHIBIT C PERFORMANCE BOND CONTRACTOR/PRINCIPAL: SURETY OWNER: City of Carmel, Indiana, Board of Public Works and Safety CONTRACT: 2023 City-Wide Solid Waste, Yard Waste, Recycling Collection and Disposal. Date: BOND Bond Number: _________________ Contract Date: ________________ Penal Sum (100% of Contract Sum):__[Words]__________ ($_______________) Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Performance Bond to be duly executed by an authorized officer, agent, or representative. "Contractor" "Surety" Company: _____________________________ Company: ___________________________ Signature: _____________________________ By: _________________________________ Printed: _______________________________ Printed: _____________________________ Title: __________________________________ Countersigned: _______________________ The above addresses are to be used for giving any required notice. Provide execution by any additional parties, such as joint venturers, if necessary. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 38 1. The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns, including interest at the maximum legal rate from date of demand and any attorneys’ fees and court costs incurred by City to enforce this instrument for the performance of the Contract, which is incorporated herein by reference. 2. If the Contractor performs the Contract, whether during the original term, and any extensions which may be granted by the City, with or without notice to the Surety, and during any period of guaranty or warranty provided therein, and if Contractor shall satisfy all claims and demands incurred under such Contract, and shall fully indemnify, defend and save harmless the City from all costs and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the City all outlay and expense, including attorneys’ fees, which the City may incur in making good any default, then the Surety and the Contractor shall have no obligation under this Bond; otherwise to remain in full force and effect. 3. The Surety’s obligation under this Bond shall arise after: 3.1 The City provides notice to the Contractor and the Surety that the City is considering declaring a Contractor Default. Such notice shall indicate whether the City is requesting a conference among the City, Contractor and Surety to discuss the Contractor’s performance. If the City does not request a conference, the Surety may, within seven (7) calendar days after receipt of the City’s notice, request such a conference. If the Surety timely requests a conference, the City shall attend. Unless the City agrees otherwise, any conference requested shall be held within seven (7) calendar days of the Surety’s receipt of the City’s notice. If the City, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Contract, but such an agreement shall not waive the City’s right, if any, subsequently to declare a Contractor Default; 3.2 The City declares a Contractor Default, terminates the Contract and notifies the Surety; and 3.3 The City has agreed to pay the Balance of the Contract Price in accordance with the terms of the Contract to the Surety or to a contractor selected to perform the Contract. 4. Failure on the part of the City to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condi tion precedent to the Surety’s obligations, or release the Surety from its obligations. 5. The Surety shall promptly and at the Surety’s expense take one of the following actions: Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 39 5.1 Arrange for the Contractor, with the prior consent of the City, to perform and complete the Contract; 5.2 Undertake to perform and complete the Contract itself, through its agents or independent contractors; or 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the City for a contract for performance and completion of the Contract, arrange for a contract to be prepared for execution by the City and a contractor selected with the City’s concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Contract, and pay to the City the amount of damages, including attorneys’ fees in excess of the Balance of the Contract Price incurred by the City as a result of the Contractor Default. 6. If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven (7) days after receipt of an additional written notice from the City to the Surety demanding that the Surety perform its obligations under this Bond, and the City shall be entitled to enforce any remedy available to the City. 7. If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the City shall not be greater than those of the Contractor under the Contract, and the responsibilities of the City to the Surety shall not be greater than those of the City under the Contract. Subject to the commitment by the City to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for 7.1 The responsibilities of the Contractor for correction of defective work and completion of the Contract; 7.2 Additional legal, design professional and delay costs resulting from the Contractor’s Default, and resulting from the actions or failure to act of the Surety under Section 5; and 7.3 Liquidated damages, or if no liquidated damages are specified in the Contract, actual damages caused by delayed performance or non-performance of the Contractor or any combination of both liquidated and actual damages. 8. The Surety shall not be liable to the City or others for obligations of the Contractor that are unrelated to the Contract, and the balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 40 accrue on this Bond to any person or entity other than the City or its heirs, executors, administrators, successors and assigns. 9. The Surety hereby waives notice of any change, including changes of time, to the Contract or to related subcontracts, purchase orders and other obligations. 10. Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the services or work are performed or located and shall be instituted within three (3) years after a declaration of Contractor Default or within three (3) years after the Contractor ceased working or within three (3) years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. 11. When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the services or work were to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 41 EXHIBIT D PAYMENT BOND CONTRACTOR / PRINCIPAL: (Name and Address): SURETY: (Name and Address of Contractor Place of Business): OWNER: City of Carmel, Indiana, Board of Public Works and Safety CONTRACT: 2023 City-Wide Solid Waste, Yard Waste, Recycling Collection and Disposal. Date: BOND Bond Number: Date: (Not earlier than Bid due date): Penal Sum (25% of Contract Price):________________ $_______________ Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Payment Bond to be duly executed by an authorized officer, agent, or representative. “Contractor” Company:____________________________ Signature:____________________________ Printed:______________________________ Title:________________________________ “Surety” Company:____________________________ Signature:____________________________ Printed:______________________________ Title:________________________________ Countersigned:________________________ The above addresses are to be used for giving any required notice. Provide execution by any additional parties, such as joint venturers, if necessary. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 42 1. The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the City to pay for labor, materials and equipment furnished for use in the performance of the Contract, which is incorporated herein by reference, plus interest at the maximum legal rate from date of demand and any attorneys’ fees and court costs incurred by City to enforce this instrument, subject to the following terms. 2. If the Contractor shall promptly make payment of all sums due to Claimants, and defends, indemnifies and holds harmless the City from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment or insurance premiums furnished for use in the performance of the Contract, then the Surety and the Contractor shall have no obligation under this Bond. 3. The Surety’s obligation to the City under this Bond shall arise after the City has notified the Contractor and the Surety of claims, demands, liens or suits against the City or the City’s property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Contract. The Surety shall promptly and at the Surety’s expense defend, indemnify and hold harmless the City against a duly tendered claim, demand, lien or suit. 4. The Surety’s obligations to the Claimant under this Bond shall arise after Claimant has complied with the requirements under applicable Indiana statute. 5. The City shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond, except as specified by Indiana statute. 6. The Surety hereby waives notice of any change, including changes of time, to the Contract or to related subcontracts, purchase orders and other obligations. 7. No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the location in which the work or services are performed. 8. When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 43 9. Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and City shall promptly furnish a copy of this Bond or shall permit a copy to be made. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 44 EXHIBIT E CONTRACTOR'S AFFIDAVIT AND WAIVER OF LIENS AND CLAIMS (__) FINAL (__) PARTIAL (__) PAYMENT TO FOLLOW OWNER: City of Carmel, Indiana Department of PROJECT: City-Wide Residential Solid Waste, Public Works and Safety Yard Waste, Recycling Collection and Disposal CONTRATOR: ___________________________ CONTRACT DATE: ______________________ _____________________________________________________being duly sworn states that he or she is the ________________________________________________ of CONTRACTOR, which was awarded Contract No. __________________________________________ with the City in accordance with the contract terms and conditions to install and/or furnish certain materials and labor as follows: weekly pick- up of bagged, containerized and/or bundled household Solid Waste and Yard Waste from all eligible Residential Units within the corporate limits of the City. Such program will also include at least bi-weekly (and, alternatively weekly) curbside commingles Recycling from all eligible Residential Units ("Services"), DOES HEREBY STATE, WARRANT AND REPRESENT ON BEHALF OF THE CONTRACTOR the following: PARTIAL WAIVER That the balance due from the City is the sum of ($_________________). ( ) Receipt of which is hereby acknowledged; or ( ) Payment of which has been promised as the sole consideration for this AFFIDAVIT AND WAIVER OF LIENS AND CLAIMS and which is given to and for said amount effective upon receipt of such payment. FINAL WAIVER That the final balance due from the City is the sum of ($ __________________). ( ) Receipt of which is hereby acknowledged; or ( ) Payment of which has been promised as the sole consideration for this AFFIDAVID AND WAIVER OF LIENS AND CLAIMS which is given to and for said amount effective upon receipt of such payment. THEREFORE, through the date hereof, Contractor waives and releases the City of all liens or claims, including, but not limited to, claims for materials, equipment, labor, superintendence and other Services or Services performed or furnished by Contractor and further affirms that no other party has any claim or right to lien on account of any materials, equipment, labor, superintendence and other Services or Services performed or furnished to or for Contractor. Contractor agrees to indemnify, defend and hold the City harmless, including costs and attorneys' fees, from and against any and all claims or liens for any subcontractors, materials, supplies, equipment or labor furnished for, in connection with or incorporated into the Services by, through or under Contractor through the date hereof. This Affidavit and Waiver of Liens is given to induce City to pay the amount indicated above. Contractor represents that all employees, subcontractors or materialmen have been paid or will be paid from these funds. Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 45 That through the date hereof, all Affidavits and Waiver of Liens and Claims are true, correct and unconditional and that there is no claim either legal or equitable to defeat the validity of said Affidavits and Waiver of Liens and Claims. That the following are the names of all parties who have furnished material or labor, or both, for said Services and all parties having contracts or subcontracts for specific portions of said Services or for material used in the construction thereof and the amount due or to become due to each, and that the items mentioned include all labor and material required to complete and said Services according to Project plans and specifications: 1 2 3 4 5 6 7 CONTRACTOR TYPE OF WORK AMOUNT OF CONTRACT TOTAL RETAINED NET PREVIOUSLY PAID NET AMOUNT THIS PAYMENT BALANCE TO BECOME DUE TOTAL AMOUNT OF ORIGINAL CONTRACT _________________ WORK COMPLETED TO DATE _______________ EXTRAS TO CONTRACT _________________ LESS RETAINAGE ________________ TOTAL CONTRACT & EXTRAS _________________ NET AMOUNT EARNED ________________ CREDITS TO CONTRACT _________________ NET PREVIOUSLY PAID ________________ ADJUSTED TOTAL CONTRACT ________________ BALANCE TO BECOME DUE ________________ Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 46 This instrument has been executed as of the _____ day of ______________________________ 2023. CONTRACTOR: ______________________________________ By: ______________________________________ Name: _______________________________________ Title: ______________________________________ STATE OF INDIANA ) ) SS: COUNTY OF _______________ ) Sworn to and subscribed before me the undersigned authority on the ______ day of ______________________, 2023. My Commission Expires: _______________________________________ Notary Public - Signature ____________________ My County of Residence: _______________________________________ Notary Public - Printed Name ____________________ (SEAL) Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 47 EXHIBIT F MATERIAL SUPPLIER'S AFFIDAVIT AND WAIVER OF LIENS AND CLAIMS (__) FINAL (__) PARTIAL (__) PAYMENT TO FOLLOW OWNER: City of Carmel, Indiana Department of PROJECT: City-Wide Residential Solid Waste, Public Works and Safety Yard Waste, Recycling Collection and Disposal MATERIAL SUPPLIER: ___________________________ CONTRACT DATE: ______________________ _____________________________________________________being duly sworn states that he or she is the ________________________________________________ of MATERIAL SUPPLIER, which was awarded Contract No. __________________________________________ with the City in accordance with the Contract terms and conditions to install and/or furnish certain materials and labor as follows: weekly pick-up of bagged, containerized and/or bundled household Solid Waste and Yard Waste from all eligible Residential Units, except certain apartment/townhome complexes that have previously been identified as not being part of the City Wide Program within the corporate limits of the City. Such program will also include at least bi-weekly (and, alternatively weekly) curbside commingles Recycling from all eligible Residential Units ("Services"), DOES HEREBY STATE, WARRANT AND REPRESENT ON BEHALF OF THE CONTRACTOR the following: PARTIAL WAIVER That the balance due from the City is the sum of ($_________________). ( ) Receipt of which is hereby acknowledged; or ( ) Payment of which has been promised as the sole consideration for this AFFIDAVIT AND WAIVER OF LIENS AND CLAIMS and which is given to and for said amount effective upon receipt of such payment. FINAL WAIVER That the final balance due from the City is the sum of ($ ____________________). ( ) Receipt of which is hereby acknowledged; or ( ) Payment of which has been promised as the sole consideration for this AFFIDAVIT AND WAIVER OF LIENS AND CLAIMS which is given to and for said amount effective upon receipt of such payment. THEREFORE, through the date hereof, Material Supplier waives and releases the City of all liens or claims, including, but not limited to, claims for materials, equipment, labor, superintendence and other Services or Services performed or furnished by Material Supplier and further affirms that no other party has any claim or right to lien on account of any materials, equipment, labor, superintendence and other Services or Services performed or furnished to or for Contractor. Material Supplier agrees to indemnify, defend and hold the City harmless, including costs and attorneys' fees, from and against any and all claims or liens for any subcontractors, materials, supplies, equipment or labor furnished for, in connection with or incorporated into the Services by, through or under Material Supplier through the date hereof. This Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 48 Affidavit and Waiver of Liens is given to induce City to pay the amount indicated above. Material Supplier represents that all employees, subcontractors or materialmen have been paid or will be paid from these funds. That through the date hereof, all Affidavits and Waiver of Liens and Claims are true, correct and unconditional and that there is no claim either legal or equitable to defeat the validity of said Affidavits and Waiver of Liens and Claims. That the following are the names of all parties who have furnished material or labor, or both, for said Services and all parties having contracts or subcontracts for specific portions of said Services or for material used in the construction thereof and the amount due or to become due to each, and that the items mentioned include all labor and material required to complete and said Services according to Project plans and specifications: This instrument has been executed as of the _____ day of ______________________________ 2023. MATERIAL SUPPLIER: ______________________________________ By: ______________________________________ Name: _______________________________________ Title: ______________________________________ Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 49 STATE OF INDIANA ) ) SS: COUNTY OF _______________ ) Sworn to and subscribed before me the undersigned authority on the ______ day of ______________________, 2016. My Commission Expires: _______________________________________ Notary Public - Signature ____________________ My County of Residence: _______________________________________ Notary Public - Printed Name ____________________ (SEAL) Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02 City-Wide Residential Solid Waste, Yard Waste, Recycling Collection and Disposal Page 50 EXHIBIT G E-VERIFY AFFIDAVIT Pursuant to Ind. Code §22-5-1.7-11, the Contractor entering into the Contract with the City of Carmel, Indiana, Board of Public Works and Safety (“City”) is required to enroll in and verify the work eligibility status of all its newly hired employees through the E-Verify Program. The Contractor is not required to verify the work eligibility status of all its newly hired employees through the E-Verify Program if the E- Verify Program no longer exists. The undersigned, on behalf of the Contractor, being first duly sworn, deposes and states that the Contractor does not knowingly employ and unauthorized alien. The undersigned further affirms that, prior to entering into its Contract with City, the undersigned Contractor will enroll in and agrees to verify the work eligibility status of all its newly hired employees through the E-Verify Program. Republic Services of Indiana, L.P. By (Written Signature) (Printed Name): (Title): Important – Notary Signature and Seal Required in the Space Below STATE OF _______________ SS: COUNTY OF _____________ Subscribed and sworn to before me this _____ day of _________________, 20__ My commission expires: ____________________ (Signed): Residing in ________________ County, State Docusign Envelope ID: D11A3B2A-865B-4C42-8026-11E58057FA02