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HomeMy WebLinkAboutContract #: 1241 - From: 05-27-2008 To: 05-26-2025 - Thomson Brothers Industries, Inc. - DPW RECYCLABLES SERVICES AGREEMENT BETWEEN THE TOWN OF NORTH ANDOVER AND THOMSON BROTHERS INDUSTRIES, INC. MAY 27, 2008 I APPENDIX F - Schedule of Current Rates TOWN DPW RATES AS OF MAY 19 2008 Category Item Collection Rate Rate at DPW Drop-Off Center Ordinary Collection All No charge No charge Rec clables Yard Waste No charge N/A Special Collection White Goods General appliance- Non-freon appliance— Recyclables $25.00 no charge Freon appliance Freon appliance—N/A (freezer, refrigerator, AC)-$30.00 Reusable Furniture N/A N/A Oil Filters Used N/A N/A Other Waste Materials Tires N/A N/A Cathode ray tubes(and N/A $5.00/unit with screen equipment containing less than 13" cathode ray tubes) $15.00/unit with screen 13"or more Fluorescent bulbs and N/A Bulbs—No charge ballasts Ballasts-$1.50 each Oil and latex paint N/A $3.00/ allon Automobile batteries N/A $2.00/battery Button batteries N/A No charge Nickel cadmium batteries N/A No charge Hard and soft cover N/A No charge books, recorded compact discs or other recorded media Clothing N/A No charge Mercury thermometers N/A No charge and thermostats and other mercury-containing devices Propane tanks N/A $2.00 each Scrap metal N/A No char e Miscellaneous electronic N/A No charge equipment Waste oil N/A $0.50/ allon Construction and N/A N/A Demolition Debris s While MUNICIPALITY currently charges$0.50/filter for drop off of used oil filters, this item is designated as"not applicable"because Conditions 13 and 14 of the Site Assignment Decision provide that oil filters will be accepted without charge at the TBI Facility drop-off center. "While MUNICIPALITY does not currently collect CRT equipment at curbside, CONTRACTOR shall do so and shall charge$20.00/unit with screen less than 13"and$30/unit with screen 13"or more. 4 � SECTIONI: DEFINITIONS........................................................................................................................................I SECTION 1I: COLLECTION SERVICES...................................................................................................................3 A. SCOPE OF SERVICES..............................................................................................................................3 A.1 General Provisions.....................................................................................................................................3 A.2 Area of Service...........................................................................................................................................3 B. COLLECTION SERVICE-RECYCLABLES..........................................................................................4 B.I Service Recipients;Change in Service Recipients.....................................................................................4 B.2 Collection Procedures.................................................................................................................................4 B.2 a Single Stream Collection Permitted..................................................................................................4 B.2 b Manner of Collection........................................................................................................................4 B.2 c Litter Prevention and Spill Clean-up................................................................................................4 B.2 d Interruption of Service......................................................................................................................5 B.2 e Contamination and Improper Set-out................................................................................................5 B.3 Set-out Requirements.................................................................................................................................5 B.4 Change in Designated Collection Recyclables...........................................................................................5 C. COLLECTION SCHEDULE.....................................................................................................................6 CACommencement of Collection....................................................................................................................6 C.2 Collection Frequency..................................................................................................................................6 C.3 Development of Collection Schedule.........................................................................................................6 CAHours of Collection....................................................................................................................................6 C.5 Changes to Schedule..................................................................................................................................7 D. HOLIDAYS AND MAKE-UP COLLECTION.........................................................................................7 D.I Holidays......................................................................................................................................................7 D.2 Make-up Collection....................................................................................................................................7 E. MISSED COLLECTIONS AND COMPLAINTS.....................................................................................7 F. SCAVENGING..........................................................................................................................................8 G. EQUIPMENT.............................................................................................................................................8 G.1 General Provisions.....................................................................................................................................8 G.2 Back Up Equipment...................................................................................................................................8 G.3 Vehicle Condition,Maintenance&Repair................................................................................................8 GA Vehicle Appearance&Signage..................................................................................................................9 G.5 Licenses&Registration.............................................................................................................................9 H. ROUTES....................................................................................................................................................9 H.1 Route Data..................................................................................................................................................9 H.2 Modifications to Routes.............................................................................................................................9 I. WASTE MINIMIZATION................................................................................................................................9 SECTION III: RECYCLABLES DROP-OFF CENTER.............................................................................................9 A. DEVELOPMENT AND MAINTENANCE OF DROP-OFF CENTER....................................................9 B. ELIGIBLE USERS...................................................................................................................................10 C. MATERIALS ACCEPTED......................................................................................................................10 D. SPECIAL PROCEDURES FOR CERTAIN ITEMS...............................................................................10 E. DROP-OFF CENTER HOURS................................................................................................................10 F. HOUSEHOLD HAZARDOUS WASTE COLLECTION EVENT ACCESS.........................................10 SECTION IV: OWNERSHIP AND DISPOSITION OF RECYCLABLES..............................................................I I A. OWNERSHIP OF RECYCLABLES....................... ................. .... ............. ..............................................I I B. DESIGNATED RECEIVING FACILITIES............................................................................................I I C. DISPOSAL PROHIBITION....................................................................................................................I 1 SECTIONV: OTHER SERVICES............................................................................................................................12 A. PUBLIC INFORMATION AND EDUCATION PROGRAM................................................................12 A.1 General Provisions...................................................................................................................................12 A.2 News Media Relations..............................................................................................................................12 B. LOCAL OFFICE AND PRESENCE...........:...........................................................................................12 C. TELEPHONE AND CUSTOMER SERVICE.........................................................................................13 C.1 General Customer Service Requirements.................................................................................................13 f T � D. PARTICIPATION IN PILOT STUDIES.................................................................................................13 E. PAYMENT FOR SERVICES..................................................................................................................13 SECTION VI: ADDITIONAL REQUIREMENTS FOR SERVICES.......................................................................13 A. EMPLOYEE CONDUCT........................................................................................................................13 B. SUPERVISION........................................................................................................................................14 B.1 Identification of Key Personnel................................................................................................................14 B.2 Collection Supervision.............................................................................................................................14 C. REPORTS AND RECORD KEEPING....................................................................................................14 C.1 Monthly Project Status Reports................................................................................................................14 D. INSPECTIONS........................................................................................................................................15 E. PERFORMANCE REVIEW....................................................................................................................15 F. MEETINGS AND COMMUNICATIONS..............................................................................................15 SECTION VII: PAID SERVICES.............................................................................................................................16 A. PAID COLLECTION SERVICES...........................................................................................................16 B. PAID DROP-OFF SERVICES.................................................................................................................16 C. PAYMENT METHODS..........................................................................................................................17 SECTION VIII: GENERAL TERMS AND CONDITIONS.....................................................................................17 A. CONTRACT TERM AND RENEWAL PROVISIONS..........................................................................17 A.1 Term.........................................................................................................................................................17 A.2 Amendment..............................................................................................................................................17 B. COMPLIANCE WITH LAWS AND REGULATIONS..........................................................................17 B.1 Applicable Laws and Regulations............................................................................................................17 B.2 Permits and Licenses................................................................................................................................17 B.3 Laws to Govern........................................................................................................................................18 C. FAIR LABOR PRACTICES....................................................................................................................18 C.1 Equal Employment Opportunity and Nondiscrimination.........................................................................18 C.2 Wage Rates...............................................................................................................................................18 C.3 Hiring of Displaced Workers...................................................................................................................18 D. SUBCONTRACTORS.............................................................................................................................18 E. ASSIGNMENT OF CONTRACT............................................................................................................19 F. INDEMNIFICATION AND HOLD HARMLESS..................................................................................19 G. INDEPENDENT CONTRACTOR..........................................................................................................19 H. SEVERABILITY.....................................................................................................................................19 1. DAMAGES.....................................................................................................................................................19 1.1 Property Damage......................................................................................................................................19 1.2 Penalties....................................................................................................................................................20 J. SUCCESSORS AND ASSIGNS.....................................................................................................................20 K. TERMINATION......................................................................................................................................20 L. FORCE MAJEURE..................................................................................................................................21 SECTION IX: INSURANCE REQUIREMENTS.....................................................................................................21 ii APPENDIX A-Service Recipient Classes APPENDIX B-Designated Collection Recyclables APPENDIX C-Designated Drop-off Recyclables APPENDIX D-Set-out Requirements APPENDIX E-Form of Monthly Recycling Data Report APPENDIX F-Schedule of Current Rates iii THIS RECYCLABLES SERVICES AGREEMENT is made as of May 27, 2008 (the "Effective Date"), between The Town of North Andover, a Massachusetts municipality ("MUNICIPALITY"), and Thomson Brothers Industries, Inc.,a Massachusetts corporation("CONTRACTOR"),each a"Party,"and collectively,the"Parties". RECITALS A. CONTRACTOR is the developer,and will be the owner and operator,of a Recycling Facility and Transfer Station located at 210 Holt Road in North Andover, Massachusetts(the"TBI Facility"). B. As of October 20,2003, MUNICIPALITY(through its Selectmen)and CONTRACTOR entered into an agreement with respect to the development of the TBI Facility(the"Host Community Agreement"). Section 1(b)of the Host Community Agreement provides,among other things,that CONTRACTOR will provide certain recyclables collection and related services,that CONTRACTOR and MUNICIPALITY will negotiate and execute a definitive agreement containing the terms and conditions governing such services and that CONTRACTOR will not commence operation of the TBI Facility until such an agreement is executed. C. In the course of local and state permitting proceedings,CONTRACTOR explained and supplemented its commitment to provide certain recyclables collection and related services(the"Supplemental Commitments"). D. On June 22,2006, MUNICIPALITY's Board of Health issued a decision(the"Site Assignment Decision")granting a site assignment for the TBI Facility subject to certain conditions. Conditions 11 through 18 of the Site Assignment Decision relate to CONTRACTOR's provision of recyclables collection and related services. E. Pursuant to the Host Community Agreement,the Supplemental Commitments and the Site Assignment Decision, MUNICIPALITY and CONTRACTOR desire to document the terms and conditions governing CONTRACTOR's provision of recyclables collection and related services to MUNICIPALITY. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree for themselves and their respective successors and permitted assigns as follows: SECTION I: DEFINITIONS Acceptable Set-Out A set-out of Designated Collection Recyclables that meets the requirements set forth in Section II.B.3 and Appendix D. Contaminant Any material other than Designated Collection Recyclables that is left in the Recycling Container including any material that is mixed with Designated Collection Recyclables but specified as not acceptable for recycling in the program educational/promotional material. Contractor As defined in the introductory paragraph of this Agreement. Designated Collection Recyclables Any material listed in Appendix B. Designated Drop-off Recyclables Any material listed in Appendix C. Designated Recyclables Means all Designated Collection Recyclables and all Designated Drop-off Recyclables. � Drop-off Ao defined in Section UiA. Effective Date Au defined in the introductory paragraph of this Agreement. Eligible Business Service Recipients Means Service Recipients described in Appendix A.section 3. Holiday Refers to the following days: New Year's Day, Martin Luther King's Day, President's Day, Patriot's Dey, Memorial Day, Independence Day, Labor Day,Columbus Doy,Vahonmn'a Day,Thanksgiving Day and Christmas Day. Host Community Agreement As defined in Recital B. ----_�' Housing Developments Means a group of buildings under common management consisting of single-family houses and/or multi-family residential buildings with three(3)or fewer units together with related buildings. |PR Facility Means the recycling business owned and operated by Integrated Paper Recyclers, LLC at21Clark Street in North Andover. — Large Multi-Family Residential Buildings Means multi-family residential buildings with more than eight(0)units, Missed Collection A properly prepared set out,on a regularlyscheduled collection day for that collection area,that is set out before the collection vehicle services that area(during designated hours of operation)that is not picked upbyCONTRACTOR. ---9 Municipal Service Recipients Means Service Recipients described in Appendix A.section 2. Municipality Ax defined in the introductory paragraph uf this Agreement. Ordinary Collection Renyo|abiam Ao defined in Appendix 8. section i Ordinary Drop-offFleuyo|ablma Ao defined in Appendix C. section |. Processing Refers to accepting, sorting, preparing for transport, and marketing recyclables. Recyo|ab(em Purchase Agreement Means the Recyclables Purchase Agreement, dated as of February 1,2007, between the Town of North Andover and Integrated Paper Recyclers, LLC, as amended or restated from time to time. Recycling Container Bin/container used for the set-out ofoanyn|eWao. Residential Service Recipients 2 Means Service Recipients described in Appendix A,section 1. Service Area Means all areas within the Town of North Andover, Service Recipient Individuals or entities that are members of a Service Recipient Class. Service Recipient Class Those classes or categories of customers described in Appendix A. Site Assignment Decision As defined in Recital D. Special Collection Recyclables As defined in Appendix B,section III. Special Drop-off Recyclables As defined in Appendix C, section II. Special Service Recipient Those customers described in Appendix A,section 4. Supplemental Commitments As defined in Appendix C. TBl Facility As defined in Recital A. Unacceptable Set-Out A set-out that does not meet the requirements of an Acceptable Set-Out. Yard Waste As defined in Appendix B, section II. SECTION II: COLLECTION SERVICES A. SCOPE OF SERVICES A.1 General Provisions This Agreement between MUNICIPALITY and CONTRACTOR is for the provision of recyclables collection and transportation and related services. A.2 Area of Service CONTRACTOR shall collect and transport Designated Collection Recyclables from all Service Recipients located within the Service Area. 3 ` . ` B. COLLECTION SERVICE RECYCLABLES - 0.l Service Recipients; Change in Service Recipient Classes CONTRACTOR shall provide curbside recyclables collection service to all Service Recipients within the Service Recipient Classes listed in Appendix A; provided, however, (i)CONTRACTOR's obligation to provide no | b| collection service ho Large Multi-Family Residential Buildings shall be subject 0u the special set-out provisions for such buildings set forth in Appendix D. section | and (ii)CONTRACTOR need only provide curbside | b| || di service hoa Special Service Recipient with respect Vo recyclablesforwhichcu||ectionioenangedinedvence.thereimonactive market and where such Special Service Recipient pays a reasonable fee established pursuant to Section VI MUNICIPALITY and CONTRACTOR may mutually agree to add or delete Service Recipient Classes to which CONTRACTOR must provide service. Changes in Service Recipient Classes may be made once quarterly. MUNICIPALITY shall submit o list and map ho the other party ho show added or deleted Service Recipient Classes and associated Service Recipients. CONTRACTOR shall begin service to new Service Recipient Classes or terminate service to deleted Service Recipient Classes within 14 days of receiving written notification from MUNICIPALITY. 0.2 Collection Procedures B.2u Single Stream Collection Permitted CONTRACTOR shall collect Ordinary Collection Recyclables without requiring Service Recipients to sort or separate such moydab|eu. B.2h Manner of Collection CONTRACTOR shall carefully handle all Recycling Containers used to set out recyclables. Containers shall be thoroughly emptied. Containers shall not bo bent, thrown nr otherwise abused. Empty Recycling Containers that are smaller than approximately 64-gallon containers shall be left upside down in the approximate place where found with any covers or lids placed on the ground | next tu the container. Any Recycling Container that ioof approximately O4'ga||on capacity,orany | type of container found in a rack or cart, shall be returned upright with covers(if any)placed on the container. Containers shall not be placed in driveways, in front of mailboxes, in the street, gutter or � on sidewalks,. � service. CONTRACTOR shall not be required to remove Ordinary Collection Recyclables from containers the contents of which are frozen to the extent that the con,tainer may be damaged in the � process of removing such recyclables. In the case of Service Recipients allowed to store � recyclables indumpstes.CONTRACTOR shall empty and replace such dumpohamino � professional manner. B.2c Litter Prevention and Spill Clean::u � CONTRACTOR agreesVu operate collection vehicles in such o manner to prevent materials from � being blown from the vehicle. If at any time during collection and transport, recyclables are spilled onto a street, sidewalk, or private property, CONTRACTOR shall clean up and place in the collection vehicle all mnyo|ob|ea before the vehicle proceeds 0othe next stop on the collection muha or shall promptly make all other necessary arrangements for the prompt clean-up of spilled vacyc|ab|ea. 4 k 13.2 d Interruption of Service CONTRACTOR may interrupt the regular schedule or quality of service because of street repairs or closures with prior approval of such schedule change by MUNICIPALITY. MUNICIPALITY shall provide notice to CONTRACTOR of any street repairs or closures undertaken by MUNICIPALITY that may affect CONTRACTOR's recyclables collection schedule. While hazardous weather conditions will be considered sufficient cause for cancellation of scheduled collection, CONTRACTOR must provide notice to MUNICIPALITY in advance of such cancellation. 13.2 e Contamination and Improper Set-out If CONTRACTOR encounters any improperly prepared Designated Collection Recyclables or Contaminants within the set-out, CONTRACTOR shall leave the uncollected items in the container. CONTRACTOR must place a tag on any uncollected items, collect all acceptable items to the greatest extent feasible,and, in the case of Ordinary Collection Recyclables, leave the container upright with the tagged uncollected items in the container. CONTRACTOR may not leave any materials as unacceptable for collection unless tagged by CONTRACTOR. If CONTRACTOR encounters an Unacceptable Set-out, CONTRACTOR shall collect Designated Collection Recyclables to the greatest extent feasible and shall place a notification with the Unacceptable Set-out informing the Service Recipient of acceptable set-out procedures. CONTRACTOR shall record the address of each Service Recipient where a notification was left in a daily log which will be submitted monthly to MUNICIPALITY in a format specified by MUNICIPALITY. MUNICIPALITY shall provide CONTRACTOR with forms of tags for contaminants and unacceptable containers. CONTRACTOR shall be responsible for printing and maintaining an inventory of such tags. B.3 Set-out Requirements The set-out requirements are set forth in Appendix D. BA Change in Designated Collection Recyclables MUNICIPALITY and CONTRACTOR may mutually agree to add or delete a material(s)to/from the list of Designated Collection Recyclables at any time during the contract term or extensions. Deletions of any items will be discouraged. CONTRACTOR shall notify MUNICIPALITY of the extent to which such addition(s)would require modification of the collection vehicles, need for additional recycling containers,and need for additional collection vehicles, and shall notify MUNICIPALITY of the estimated cost for adding the proposed materials. Such notification shall be in writing and shall be provided at the time CONTRACTOR proposes the additional materials or, if MUNICIPALITY proposes the addition,within sixty(60)days of MUNICIPALITY's notification. MUNICIPALITY shall respond in writing to CONTRACTOR's description of changes and costs within sixty(60)days of CONTRACTOR's written proposal. Both parties shall negotiate in good faith for the purpose of reaching agreement for the addition of proposed materials and a schedule for implementation of collection of such materials. Notwithstanding the foregoing, MUNICIPALITY shall have the right to require the addition,without charge, of other recyclable materials normally included in other municipal recycling programs in Eastern Massachusetts(excluding yard and food waste), provided that there is an active market for recycling such material. 5 C. COLLECTION SCHEDULE CA Commencement of Collection CONTRACTOR shall commence recyclables collection services on the date on which all permits for construction and operation of the TBI Facility are final or on such earlier date as the parties may agree. For purposes of this Section,such permits shall be considered"final"as of the expiration of all appeal periods without the filing of an appeal or, if any appeal has been filed, upon the final resolution of such appeals in favor of TBI. C.2 Collection Frequency CONTRACTOR shall collect Ordinary Collection Recyclables on a weekly,scheduled route basis which,for Service Recipients receiving regularly scheduled municipal refuse curbside collection, shall coincide with a regularly scheduled refuse curbside collection pick-up day. In the absence of a regularly scheduled refuse curbside collection pick-up day, CONTRACTOR shall set the collection service day as long as the service day remains the same each week. CONTRACTOR shall collect Yard Waste throughout each collection route at least six(6)times per year, on a scheduled route basis which shall coincide with a regularly scheduled refuse curbside collection pick-up day(if one exists),on days to be mutually agreed upon by MUNICIPALITY and CONTRACTOR. (For avoidance of doubt,a collection cycle to collect Christmas trees shall be counted as one of such six Yard Waste collection cycles.) CONTRACTOR shall collect Special Collection Recyclables from any Service Recipient within a reasonable time, not to exceed three(3)business days,after receipt of a request made to CONTRACTOR by or on behalf of such Service Recipient. CONTRACTOR shall make a special collection within twenty-four(24)hours in response to a request from a school relating to a specific occasion(e.g., in connection with pre-summer clean-out activities). Said collection will be made during CONTRACTOR'S regular business hours only. C.3 Development of Collection Schedule Collections shall be made from Service Recipients on a regular schedule on the same day each week,which,for Service Recipients receiving regularly scheduled municipal refuse curbside collection,shall coincide with a regularly scheduled refuse curbside collection pick-up day. The initial schedule shall be the same as the collection schedule in effect on May 1,2008(except that, at CONTRACTOR's option,collection may be made from a school on the same day collection is made from other Service Recipients in the same neighborhood). Notwithstanding the foregoing,for Large Multi-Family Residential Buildings and Housing Developments,the collection schedule shall be mutually agreed to by CONTRACTOR and, as applicable,the owner or representative of the building or development. In the event an appropriate schedule cannot be agreed upon, MUNICIPALITY shall mediate the dispute and designate the location and schedule for pick-up. CA Hours of Collection Except as provided in Section ILE below,collection shall be'conducted between the hours of 7 AM and 5 PM, Monday through Friday, and CONTRACTOR shall collect by 5 PM on a collection day recyclables set out by 7 AM on such day. Collection services shall not be provided at any other time, unless MUNICIPALITY authorizes a temporary extension of hours. 6 C.5 Changes to Schedule Scheduled collection days may not be changed by CONTRACTOR except upon MUNICIPALITY's prior written approval in response to a request made at least sixty(60)days in advance of the proposed change. MUNICIPALITY shall review and act upon such requests in a timely manner. MUNICIPALITY may make schedule changes with respect to a Service Recipient Class no more than one time during each year of the Agreement. If MUNICIPALITY wishes to change the collection day, MUNICIPALITY will provide written notification to CONTRACTOR at least sixty(60) days prior to initiation of the change. If a schedule change is requested,CONTRACTOR must distribute written notices by mail and in Recycling Containers to each affected Service Recipient at the expense of the party that requested the change. The form of notice must be approved by MUNICIPALITY prior to distribution and must be distributed to each affected dwelling unit at least two(2)and not more than four(4)weeks in advance of the effective day of change. D. HOLIDAYS AND MAKE-UP COLLECTION D.1 Holidays CONTRACTOR shall not be required to perform any collection service under this Agreement on Holidays. Following all Holidays,each Service Recipient shall receive collection service on the day following its normally scheduled collection with the week's work to be finished by Saturday. For a Monday Holiday, Monday through Friday collection shall be rescheduled for Tuesday through Saturday. For a Tuesday Holiday,Tuesday through Friday collection shall be rescheduled for Wednesday through Saturday. For a Wednesday Holiday,Wednesday through Friday collection shall be rescheduled for Thursday through Saturday. For a Thursday Holiday,Thursday and Friday collection shall be rescheduled for Friday and Saturday. For a Friday Holiday, Friday collection shall be rescheduled for Saturday. D.2 Make-up Collection In the event that collection services are interrupted as provided in Section II.B.2 d, CONTRACTOR shall perform a make-up collection service in the affected area specifically approved in advance in writing by MUNICIPALITY. The make-up collection shall accept all bags, boxes, and temporary receptacles that Service Recipients may have used for overflow. Should CONTRACTOR fail to make collection on a scheduled day for any other cause, CONTRACTOR shall,within twenty-four(24)hours, perform a special collection. E. MISSED COLLECTIONS AND COMPLAINTS The failure of CONTRACTOR to collect an Acceptable Set-out shall be considered a Missed Collection. Complaints regarding CONTRACTOR's performance of collection services may include, but are not limited to: 1. failure to respond to Missed Collections within the specified time constraints; 2. continued and repeated misses of a particular household, street, or subdivision; 3. continued misuse and/or mishandling of materials and bins; 4. damage to personal property; 5. failure to obey traffic regulations; and 6. discourteous treatment of customer If a Missed Collection or complaint is reported to CONTRACTOR before 1 PM, CONTRACTOR shall collect Missed Collection or resolve complaint on the same day. If a Missed Collection or complaint is reported to CONTRACTOR after 1 PM,CONTRACTOR shall collect Missed Collection or resolve complaint by 1 PM on the next working day. 7 Service Recipients shall be instructed to report Missed Collections and complaints in the first instance directly to CONTRACTOR. CONTRACTOR shall give prompt and courteous attention to all reported Missed Collections and complaints. CONTRACTOR shall maintain a daily log of all Missed Collections and complaints including the address of Service Recipient,time of call,and time when collection was made. The log shall be submitted monthly to MUNICIPALITY in a format specified by MUNICIPALITY. F. SCAVENGING If, during the normal course of CONTRACTOR's collection services in accordance with this Agreement, CONTRACTOR notices any evidence of scavenging of Designated Collection Recyclables from set-outs, CONTRACTOR shall promptly report such information to MUNICIPALITY. In no event shall CONTRACTOR be liable to MUNICIPALITY for any losses, financial or otherwise,associated with scavenging. G. EQUIPMENT G.1 General Provisions CONTRACTOR is responsible for the purchase and/or leasing and maintenance and repair of all vehicles and equipment necessary to adequately and efficiently perform the contractual duties specified in this Agreement. Upon execution of this Agreement and every year thereafter,CONTRACTOR shall provide to MUNICIPALITY a list of equipment to be used by CONTRACTOR to provide the services covered by this Agreement. The list shall contain,at a minimum,vehicle identification number, license number,make and model, model year,years in service, front line or backup, payload capacity,and date of purchase or initial lease. MUNICIPALITY shall have the right to inspect equipment and vehicles used in the performance of this contract during CONTRACTOR's regular business hours. Recyclables collection vehicles shall be compatible for unloading at the designated facility(if applicable). G.2 Back-up Equipment CONTRACTOR must maintain sufficient spare collection vehicles and sufficient spare parts and maintenance equipment and supplies to replace and/or repair any vehicles that are out of service. All back-up equipment shall comply with generally recognized industry standards. G.3 Vehicle Condition,Maintenance&Repair CONTRACTOR shall maintain collection equipment in a clean condition and in good repair at all times. All parts and systems of the collection equipment shall operate properly and be maintained in a condition satisfactory to maintain a positive public image. CONTRACTOR shall comply with Condition 30 of the Site Assignment Decision,dated June 22, 2006, issued by the North Andover Board of Health in the matter of Thomson Brothers Industries, Inc.,which provides, among other things,that in retrofitting older diesel trucks with diesel oxidation catalysts,CONTRACTOR shall select trucks which are expected to be used for collection in North Andover and trucks which are expected to enter and exit the TBI Facility on a regular basis so as to maximize the local air quality benefit. 8 GA Vehicle Appearance & Signage All collection vehicles and equipment shall have appropriate safety marking including, but not limited to,flashing and warning lights and back up alarms. All safety markings shall be in accordance with Massachusetts Motor Vehicles Code. CONTRACTOR's name,telephone number and vehicle number shall be visibly displayed on both sides of all collection vehicles in letters and figures not less than five(5)inches high. G.5 Licenses & Registration All vehicles must maintain at all times current license and registration as required by the Commonwealth of Massachusetts Registry of Motor Vehicles. H. ROUTES H.1 Route Data Collection routes shall be established by CONTRACTOR and approved by MUNICIPALITY,which approval shall not be unreasonably withheld;provided, however,that collection routes for Service Recipients receiving regularly scheduled municipal refuse curbside collection shall coincide with the collection routes for such regularly scheduled refuse curbside collection. H.2 Modifications to Routes MUNICIPALITY reserves the right to change collection routes or collection days under this Agreement;provided, however,that collection routes for Service Recipients receiving regularly scheduled municipal refuse curbside collection shall coincide with the collection routes for such regularly scheduled refuse curbside collection. MUNICIPALITY shall notify CONTRACTOR of any change in the routes at least sixty(60)calendar days in advance of the effective date of the change. MUNICIPALITY shall arrange for notification of the change to affected Service Recipients at least fourteen(14)calendar days in advance of the effective date of the change. MUNICIPALITY shall not initiate route changes more often than twice in any contract year. In addition, upon at least sixty(60)days'notice prior to a requested change, CONTRACTOR may propose for approval to MUNICIPALITY changes in the collection routes. MUNICIPALITY shall review and act upon such requests in a timely manner. In the event of approval of a change proposed by CONTRACTOR, CONTRACTOR shall arrange for notification of the change to affected Service Recipients at least fourteen(14)calendar days in advance of the effective date of the change. I. WASTE MINIMIZATION Nothing in the contract shall restrict the right of MUNICIPALITY to minimize the amount of solid waste, including recyclables, generated in MUNICIPALITY. SECTION III: RECYCLABLES DROP-OFF CENTER A. DEVELOPMENT AND MAINTENANCE OF DROP-OFF CENTER CONTRACTOR shall design,construct,own, operate and maintain a drop-off center(the"Drop-off Center")at the site of the TBI Facility adequate to provide the drop-off services set forth in this Section III. Without limiting the foregoing, (i)CONTRACTOR shall provide a ground level forty 40 foot long storage container for drop-off of furniture and(ii)immediately prior to commencement of drop-off services under this Agreement,CONTRACTOR shall transport from MUNICIPALITY's property to the TBI Facility the waste shed for Universal Waste(the"Waste Shed")and the so- 9 called"Got Books"container currently located at MUNICIPALITY's recyclables drop-off facility. Drop-off services shall commence on the date that the TBI Facility first opens for inbound waste or on such earlier date as the parties may agree. B. ELIGIBLE USERS All Service Recipients are eligible to drop off Ordinary Drop-off Recyclables at the Drop-off Center (provided that, as indicated in Appendix C, reusable furniture may only be dropped off by Residential Service Recipients). Except as the parties may agree,Special Service Recipients are not eligible to drop off Special Drop-off Recyclables at the Drop-off Center. C. MATERIALS ACCEPTED The Drop-off Center shall accept all Designated Drop-off Recyclables(as defined in Appendix C). D. SPECIAL PROCEDURES FOR CERTAIN ITEMS The Drop-off Center shall accept and hold separately those items(e.g.,certain mercury-containing items)for which recycling costs are reimbursable to MUNICIPALITY pursuant to a materials separation plan and/or similar programs of Wheelabrator North Andover Inc. (or its successor) (collectively,"MSP Items"). MUNICIPALITY shall identify its vendor for the transportation and recycling of such items and shall notify CONTRACTOR as to which items are subject to these procedures. CONTRACTOR shall be responsible for notifying such vendor and MUNICIPALITY's Director of Public Works when the storage area for such items needs to be emptied. The Drop-off Center shall accept and hold separately on MUNICIPALITY's behalf hard and soft cover books and recorded compact discs or other recorded media which are eligible for pick-up by an entity designated by MUNICIPALITY(currently Got Books, Inc.). CONTRACTOR shall be responsible for notifying such entity and MUNICIPALITY's Director of Public Works when the storage area for such items needs to be emptied. E. DROP-OFF CENTER HOURS The Drop-off Center shall be open during the hours that the transfer station at the TBI Facility is open for inbound waste(currently expected to be 6 AM to 6 PM Monday through Friday)as well as from 8 AM to 2 PM on Saturdays regardless of whether the transfer station is not open for inbound waste on Saturdays(except in the case of a Saturday Holiday). F. HOUSEHOLD HAZARDOUS WASTE COLLECTION EVENT ACCESS To the extent allowed by applicable law, regulation or CONTRACTOR's permits,CONTRACTOR shall make the Drop-Off Center available to MUNICIPALITY at no charge for household hazardous waste collection events scheduled by MUNICIPALITY. MUNICIPALITY shall pay all expenses associated with such household hazardous waste collection events. MUNICIPALITY shall ensure that CONTRACTOR is named as an additional insured with respect to liability insurance held by MUNICIPALITY's household hazardous waste collection contractor; provided,that if MUNICIPALITY fails to do so,then,to the extent allowed by law, MUNICIPALITY shall indemnify CONTRACTOR from and against claims arising from such household hazardous waste collection events except to the extent such claims arise from the negligence or willful misconduct of CONTRACTOR, its agents, contractors or employees. (Currently, household hazardous waste collection days are scheduled on one Saturday in the spring and one Saturday in the fall.) 10 SECTION IV: OWNERSHIP AND DISPOSITION OF RECYCLABLES A. OWNERSHIP OF RECYCLABLES Ordinary Collection Recyclables to be transported to a facility designated by MUNICIPALITY pursuant to Section IV.B below shall belong to MUNICIPALITY. Recyclables subject to the special procedures set forth in Section III.D above shall belong to MUNICIPALITY. All other recyclables collected by CONTRACTOR or dropped off at the Drop-Off Center shall belong to CONTRACTOR. B. DESIGNATED RECEIVING FACILITIES All recyclables obtained by CONTRACTOR pursuant to this Agreement shall be recycled. Without limiting the foregoing: (a)for the benefit of MUNICIPALITY, CONTRACTOR shall deliver to a receiving facility designated by MUNICIPALITY(currently the IPR Facility)all Ordinary Collection Recyclables collected pursuant to this Agreement(except for those collected from Special Service Recipients)as well as all Ordinary Collection Recyclables accepted at the TBI Drop-off Center(except for those dropped off by Special Service Recipients),such delivery to be without charge if the designated receiving facility is located within North Andover and at a reasonable charge to be negotiated by the parties in good faith if the designated receiving facility is located outside North Andover; provided, however, that if such designated facility is temporarily closed,then for the period of such closure or, if earlier, until MUNICIPALITY designates another receiving facility and negotiates with CONTRACTOR a reasonable charge for delivery by CONTRACTOR to said facility, CONTRACTOR shall own the affected recyclables, shall transport such recyclables to a receiving facility selected by CONTRACTOR,and MUNICIPALITY shall not be responsible for the payment of any delivery charges associated with such transportation;and (b)CONTRACTOR shall deliver all Yard Waste collected pursuant to this Agreement to the North Andover composting facility located at Sharpners Pond Road or to another facility in North Andover as may be designated by MUNICIPALITY. C. DISPOSAL PROHIBITION CONTRACTOR represents and warrants to MUNICIPALITY that all recyclables collected or received under this Agreement will in fact be delivered to a facility designated by MUNICIPALITY or to a duly licensed recyclable materials processing facility, broker,toll end user or end user. CONTRACTOR is prohibited from disposing of any recyclables collected or received under this Agreement. Without limiting the foregoing, CONTRACTOR shall not dispose of any recyclables processed under this Agreement in a landfill, incinerator or in any other manner that prevents materials recovery,except as provided herein. Violation of this provision shall be considered cause for CONTRACTOR default. CONTRACTOR shall obtain and deliver to MUNICIPALITY a written certification from each processing contractor or broker engaged by CONTRACTOR that all recyclables collected or received by CONTRACTOR pursuant to this Agreement(other than recyclables delivered to a facility designated by MUNICIPALITY)are transferred to certified recyclable materials vendors, brokers, toll end users or end users, and will not be disposed of in a landfill, incinerator or in any other manner that prevents materials recovery. 11 SECTION V: OTHER SERVICES A. PUBLIC INFORMATION AND EDUCATION PROGRAM A.1 General Provisions MUNICIPALITY shall plan and coordinate a public education and information program to inform citizens of the recycling program,including the collection and drop-off aspects of the recycling program. CONTRACTOR may distribute its own promotional materials subject to MUNICIPALITY approval. CONTRACTOR shall participate in MUNICIPALITY-directed promotion and education efforts as outlined below: 1. during the course of the routine recycling pick up, provide and distribute notices regarding rejected materials,proper set-out procedures or other matters as reasonably requested by MUNICIPALITY; 2. train employees to deal courteously with customers on the telephone and on route to promote the collection service and explain proper material preparation; 3. be available a minimum of four(4)times per year to participate in promoting the collection service at an area fair,neighborhood association program,school,or community event; and 4. provide advice to MUNICIPALITY on promotion and education material content and presentation. A.2 News Media Relations CONTRACTOR shall notify MUNICIPALITY of all request for news media interviews related to the recycling program within twenty-four(24)hours of CONTRACTOR's receipt of the request. Before responding to any inquiries involving controversial issues or any issues likely to affect participation or Service Recipient's perception of services, CONTRACTOR will discuss CONTRACTOR's proposed response with MUNICIPALITY. Copies of draft news releases or proposed trade journal articles prepared by or on behalf of CONTRACTOR regarding the recycling program shall be submitted to MUNICIPALITY for prior review and approval at least five(5)working days in advance of release. Submissions by CONTRACTOR to any regulatory agency regarding the recycling program shall be submitted to MUNICIPALITY for prior review and comment at least five(5)working days in advance of submission,except where CONTRACTOR is required by any law or regulation to submit materials to any regulatory agency in a shorter period of time, in which case CONTRACTOR shall submit such materials to MUNICIPALITY simultaneously with CONTRACTOR's submittal to such regulatory agency. Copies of articles resulting from media interviews or news releases shall be provided to MUNICIPALITY within five(5)days after receipt by CONTRACTOR. B. LOCAL OFFICE AND PRESENCE CONTRACTOR's office at 210 Holt Road shall be open to the public during regular working days between the hours of 9 AM and 5 PM. The office shall be adequately staffed and equipped with telephone lines and communications to fulfill CONTRACTOR's obligations under this Agreement. A representative of CONTRACTOR shall be available during office hours at CONTRACTOR's office for communication with MUNICIPALITY's representative, or the designee of any of these officers, and the public. 12 C. TELEPHONE AND CUSTOMER SERVICE CA General Customer Service Requirements CONTRACTOR shall maintain and adequately staff a local telephone number where complaints shall be received, logged and handled between the hours of 9 AM and 5 PM on every collection day. One local telephone line and a local mobile telephone line or pager shall be provided by CONTRACTOR to be used exclusively for communication between CONTRACTOR's manager for this Agreement and MUNICIPALITY. The telephone line shall be equipped with an answering machine or service capable of receiving calls during non-office hours. CONTRACTOR shall maintain a facsimile machine with local telephone numbers, as well as a frequently checked electronic mail address,to be used for communication between MUNICIPALITY and CONTRACTOR. Both the facsimile machine and the electronic mail address must be available to receive communications after normal business hours. D. PARTICIPATION IN PILOT STUDIES In the event that MUNICIPALITY desires to implement pilot programs to test new developments in collection or materials processing or to implement an evaluation of a program operated under this Agreement, MUNICIPALITY shall provide CONTRACTOR with written notice not less than ninety (90)calendar days prior to implementation date. The notice shall describe the proposed program(s),specify portions of the Service Area where the program(s)will be implemented, and describe CONTRACTOR's role. Both parties shall negotiate in good faith for the purpose of reaching an agreement on the implementation and operation of the program(s). If an agreement cannot be reached within forty-five(45)calendar days prior to implementation date, MUNICIPALITY reserves the right to implement such program(s)itself or by means of another CONTRACTOR at MUNICIPALITY's expense. In the event that CONTRACTOR desires to implement a pilot program(s)to test new developments in collection,CONTRACTOR shall provide MUNICIPALITY with written notice not less than sixty (60)calendar days prior to the implementation date. CONTRACTOR shall not implement such program(s)without MUNICIPALITY's prior written approval. E. PAYMENT FOR SERVICES CONTRACTOR shall require a Service Recipient to pay in advance by credit or debit card for any paid recycling service. SECTION VI: ADDITIONAL REQUIREMENTS FOR SERVICES A. EMPLOYEE CONDUCT All CONTRACTOR personnel must maintain a courteous and respectful attitude toward the public at all times. At no time must they solicit, request or receive gratuities of any kind. CONTRACTOR must direct its employees to avoid loud and/or profane language at all times during the performance of duties. Any employee of CONTRACTOR who engages in misconduct or is incompetent or negligent in the proper performance of duties or is disorderly,dishonest, intoxicated, or discourteous must be removed from service under this contract by CONTRACTOR. 13 a ' B. SUPERVISION B.l Identification of Key Personnel The following key personnel of CONTRACTOR shall remain responsible for supervising CONTRACTOR's performance of the Agreement throughout the period of the Agreement, William D.Thomson Brian Thomson Jeff Thomson Kevin Thomson It shall be CONTRACTOR's responsibility to provide MUNICIPALITY with at least one(1)week notice in advance of any change of key personnel, In the event of a change,the replacement personnel must have qualifications equal or better than the prior key personnel. 13.2 Collection Supervision CONTRACTOR shall designate at least one Route Supervisor(who may be one of the key personnel identified in Section B.1 above)to oversee effective completion of daily collection activities. If all routes are not completed,the Route Supervisor shall inform MUNICIPALITY of the routes that are not completed and advise MUNICIPALITY when the routes shall be completed. Each Route Supervisor must have a two-way instant communications device and a local mobile telephone or pager;telephone and pager numbers must be given to MUNICIPALITY. Each collection vehicle shall be equipped with a two-way instant communications device to provide for communication among the collection vehicle,CONTRACTOR's office, and Route Supervisor(s). C. REPORTS AND RECORD KEEPING CA Monthly Status Reports CONTRACTOR shall submit monthly reports for the length of the contract period commencing upon contract signing. These reports shall be due within ten(10)working days from the end of the month. The reports shall be in a form acceptable to MUNICIPALITY and shall include, at a minimum: copies of all receipts received by CONTRACTOR(or its subcontractor)upon(i)delivery of Ordinary Collection Recyclables and Ordinary Drop-off Recyclables to the receiving facility designated by MUNICIPALITY pursuant to Section IV.B and(ii)pick up of recyclables from the Drop-off Center by entities designated by MUNICIPALITY pursuant to Section III.D. the recycling data MUNICIPALITY is required to report to the Massachusetts Department of Environmental Protection(or its successor)on the Municipal Recycling and Diversion Data Sheet(or comparable reporting form)(for avoidance of doubt,a form of monthly recycling data report that will be adequate to meet current requirements is included in Appendix E; status of all complaints forwarded to CONTRACTOR by official MUNICIPALITY letter during the month including, but not limited to: replacement of containers; employee misconduct; and, CONTRACTOR responses to citizen's damage claims; description of progress in meeting the implementation schedule including any problems encountered and how they were resolved; and other information reasonably requested by MUNICIPALITY. 14 D. INSPECTIONS MUNICIPALITY reserves the right to inspect the Drop-off Center, and the equipment, personnel and operations of CONTRACTOR relating to the Drop-off Center to assure itself of the appearance and compliance with contractual provisions of this contract. MUNICIPALITY reserves the right to review the records kept on all recyclables collected or received under the terms of this contract. MUNICIPALITY agrees to notify CONTRACTOR at least twenty-four(24)hours prior to such inspections,except in cases in which MUNICIPALITY has reasonable cause to believe that CONTRACTOR may be in material breach of this Agreement. E. PERFORMANCE REVIEW Nothing in this Agreement shall prevent MUNICIPALITY from conducting a review of CONTRACTOR's performance and quality of service. F. MEETINGS AND COMMUNICATIONS General. In order to minimize problems during contract implementation,and to provide thereafter a forum for discussing and resolving any issues that may arise,the parties agree to meet on a regular basis and to adopt suitable communications procedures consistent with the provisions of this Agreement. Electronic Transmission of Customer Information,Service Complaints,and Monthly Reports. Wherever possible,the electronic transmission of data will be utilized and both parties agree to cooperate in the exploration of electronic data transmission opportunities. Meetings During the Implementation Phase. The period from the date of contract signing by CONTRACTOR until the last area of MUNICIPALITY receives collection services(or such earlier date as may be mutually agreed to by the parties)shall be referred to as the"Implementation Phase." During the Implementation Phase, meetings shall be held between representatives of the parties on not more than a monthly basis, or on such more or less frequent basis as may be mutually agreeable. The primary purposes of such meetings shall be to discuss CONTRACTOR's implementation plan,to evaluate implementation progress or problems,to air and seek resolution of complaints, to discuss any actual or perceived problems with service, and to discuss promotion, public information and public relations. Meetings after the Implementation Phase. After the Implementation Phase,meetings shall be held at least two times per year, unless otherwise mutually agreed to,between representatives of the parties. Such meetings shall be held for the purpose of reviewing and discussing day-to-day operations, promotion,public information and public relations. Designation of Representatives. CONTRACTOR shall send at least one representative to each such meeting. Unless MUNICIPALITY elects otherwise, MUNICIPALITY shall send a representative of the Town's solid waste advisory committee and a representative of its Board of Health to each such meeting. CONTRACTOR shall designate one, and only one, representative as its Lead Representative; MUNICIPALITY's Lead Representative shall consist jointly of the solid waste advisory committee representative and the Board of Health representative. If a party sends only one representative to any meeting,that person shall be conclusively presumed to be its Lead Representative for purposes of such meeting. A Lead Representative shall have the authority but not the obligation to enter into binding agreements, on behalf of the party represented,concerning the following types of service-related matters: 15 container placement; customer complaints about missed collections, scatters,or employee conduct; CONTRACTOR complaints about enforcement of local regulations; responsibility for damage to or theft of containers; promotion, public information and public relations. Meetinq Location and Format. Meetings will be held at a location in North Andover agreed upon by both parties. Each party shall be available for at least 90 minutes per meeting, unless otherwise agreed in advance. Meetings shall be held in the evening as necessary to accommodate attendance by representatives of MUNCIPALITY. SECTION VII: PAID SERVICES A. PAID COLLECTION SERVICES Except as otherwise provided in this Agreement, CONTRACTOR shall not charge Service Recipients for recyclables collection services. CONTRACTOR may charge a Service Recipient for collection of Special Collection Recyclables from such Service Recipient at the same rates charged by MUNICIPALITY as of May 1, 2008,to be reasonably adjusted(by mutual agreement of MUNICIPALITY and CONTRACTOR)for future changes in actual costs. A schedule of rates in effect as of May 1, 2008 is attached hereto as Appendix F. CONTRACTOR may charge a Special Service Recipient for collection of Designated Collection Recyclables from such Special Service Recipient at reasonable rates,which rates shall be subject to the reasonable approval of MUNICIPALITY. Nothing in this Agreement shall require CONTRACTOR to collect from Special Service Recipients Designated Collection Recyclables for which there is not an active market. B. PAID DROP-OFF SERVICES Except as otherwise provided in this Agreement, CONTRACTOR shall not charge Service Recipients for recyclables drop-off services. CONTRACTOR may charge a Service Recipient for drop-off of Special Drop-off Recyclables from such Service Recipient at the same rates and on the same terms in effect as of May 1, 2008, such rates to be reasonably adjusted(by mutual agreement of MUNICIPALITY and CONTRACTOR)for future changes in actual costs. A schedule of MUNICIPALITY's rates as of May 1, 2008 is attached as Appendix F. CONTRACTOR may charge residents with non-commercial vehicles(or commercial vehicles,if approved in advance by MUNICIPALITY's Director of Public Works, provided that no more than five (5)commercial vehicles per month shall be so approved), MUNICIPALITY and North Andover Schools for drop-off of Construction and Demolition Debris at a rate that is no more than eighty percent(80%)of CONTRACTOR's published disposal rates for such materials,with no minimum charge imposed for drop-off of Construction and Demolition Debris by residential Service Recipients. (In the case of Construction and Demolition Debris dropped off by MUNICIPALITY or North Andover Schools on a particular day, such discounted rate shall apply only to the first ten (10) tons on such day.) 16 C. PAYMENT METHODS A Service Recipient shall pay for paid services by credit card or debit card prior to or at the time of receipt of service. SECTION VIII: GENERAL TERMS AND CONDITIONS A. CONTRACT TERM AND RENEWAL PROVISIONS A.1 Term Except to the extent renewed or extended by agreement of both parties,or unless otherwise terminated pursuant to Section VIIIX,the term of this Agreement shall be from and including the Effective Date through and including the later of(i)the date on which the TBI Facility permanently ceases to operate and(ii)ninety(90)days after CONTRACTOR has provided notice to MUNICIPALITY of such date. (For avoidance of doubt,the parties acknowledge that, CONTRACTOR shall be required to continue providing services under this Agreement during the pendency of any temporary shut-down of the TBI Facility.) While any financial obligations of MUNICIPALITY beyond one year under this Agreement would be subject to annual appropriation, the parties acknowledge that MUNICIPALITY has no such financial obligations under this Agreement. A.2 Amendment This contract may be amended, modified or extended only by written agreement duly authorized by CONTRACTOR and MUNICIPALITY and executed by their authorized representatives. B. COMPLIANCE WITH LAWS AND REGULATIONS B.l Applicable Laws and Regulations CONTRACTOR agrees that, in performance of work and services under this contract, CONTRACTOR will qualify under and comply with any and all federal, State and local laws and regulations now in effect, or hereafter enacted during the term of this contract,which are applicable to CONTRACTOR, its employees, agents or subcontractors, if any,with respect to the work and services described herein. B.2 Permits and Licenses As of the date of commencement of collection services under this Agreement, CONTRACTOR shall have obtained all federal,state and/or local permits or licenses as are required to carry out its obligations under this contract. During the term of this Agreement, including any renewal or extension thereof, it shall carry out its obligations under this contract in compliance with all applicable provisions of federal,state and local laws and regulations, and applicable judicial and administrative interpretations thereof. If CONTRACTOR is permitted pursuant to Section VIII.D.to subcontract with any other entity to carry out its obligations under this Agreement, CONTRACTOR shall ensure that such entity carries out such obligations in compliance with all applicable provisions of federal, state and local laws and regulations, and any applicable judicial and administrative interpretations thereof. 17 B.3 Laws to Govern This Agreement is entered into and is to be performed in the Commonwealth of Massachusetts. MUNICIPALITY and CONTRACTOR agree that the laws of the Commonwealth of Massachusetts (without regard to principles of conflicts of laws)shall govern the rights, obligations,duties and liabilities of the parties to this contract and shall govern the interpretation of this Agreement. C. FAIR LABOR PRACTICES C.l Equal Employment Opportunity and Nondiscrimination MUNICIPALITY has a firm commitment to affirmative action and equal employment opportunity, CONTRACTOR shall not discriminate against applicants or employees on the grounds of race, gender,color, religious creed,national origin, age or sexual orientation in any phase of the employment process or in any conditions of employment. C.2 Wage Rates CONTRACTOR will carry out the obligations of this Agreement in full compliance with all of the legally applicable requirements imposed by or pursuant to Massachusetts General Laws Chapter 151,Section 1 et seq. (Minimum Wage Law)and any legally applicable executive orders,rules, regulations and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. CONTRACTOR will at all times comply with the legally applicable wage rates as determined by the Commissioner of the Department of Labor and Industries under the provisions of Massachusetts General Laws Chapter 149, Sections 26 through 27F(Prevailing Wage)as shall be in force and as amended. C.3 Hiring of Displaced Workers CONTRACTOR acknowledges that when recycling collection services are transferred to CONTRACTOR,workers who performed services for MUNICIPALITY may be displaced from their employment. CONTRACTOR shall consider such displaced workers for employment,subject to CONTRACTOR's hiring standards. D. SUBCONTRACTORS CONTRACTOR is engaged as an independent contractor and will be responsible for any federal, state and local taxes and fees applicable to payments hereunder. CONTRACTOR shall not subcontract its work under the contract,except to Northside Carting Inc., in whole or in part,without first requesting and receiving the written approval of MUNICIPALITY regarding each subcontractor, including any change in subcontractor. CONTRACTOR shall fully describe the subcontractor's responsibilities and shall provide other information with respect to such subcontracts as MUNICIPALITY may require. Subcontracting approval shall not be unreasonably withheld by MUNICIPALITY. CONTRACTOR shall submit a written request for approval no later than sixty(60)days prior to the effective date of such subcontract and shall provide MUNICIPALITY with the name,address and phone number of the subcontractor's offices and the name of the individual responsible for the work being performed for CONTRACTOR. CONTRACTOR shall require any approved subcontractor to agree, as to the portion subcontracted, to fulfill all obligations of CONTRACTOR as specified in the Agreement. Notwithstanding MUNICIPALITY's approval of a subcontractor,CONTRACTOR shall remain obligated for full performance hereunder,and MUNICIPALITY shall incur no obligation other than its obligations to CONTRACTOR hereunder. CONTRACTOR agrees that if subcontractors are employed in the 18 performance of this Agreement, CONTRACTOR and its subcontractors are subject to Worker's Compensation requirements. CONTRACTOR and its subcontractors and employees are not employees of MUNICIPALITY and are not eligible for any benefits through MUNICIPALITY, including without limitation,federal Social Security, health benefits,worker's compensation, unemployment compensation, and retirement benefits. E. ASSIGNMENT OF CONTRACT CONTRACTOR shall not assign the Agreement nor assign or delegate any part thereof,or assign any monies due or to become due to CONTRACTOR thereunder or any other rights against MUNICIPALITY without prior written consent of MUNICIPALITY. CONTRACTOR shall be solely responsible for provision of services under this Agreement. CONTRACTOR shall be responsible for the acts and omissions of its subcontractors, if any, and all persons directly or indirectly employed by CONTRACTOR or subcontractors in connection with the work. F. INDEMNIFICATION AND HOLD HARMLESS CONTRACTOR shall indemnify and hold harmless MUNICIPALITY from and against any and all costs, loss,expense, liability damages, or claims for damage, including attorney's fees,expenses and costs of defending any claim,arising or resulting from(i)any negligent act or omission,or willful misconduct, of CONTRACTOR, its agents,employees or contractors, (ii)any breach of this Agreement by CONTRACTOR. G. INDEPENDENT CONTRACTOR In the performance of services pursuant to this Agreement,CONTRACTOR shall be an independent contractor and not an agent,servant or employee of MUNICIPALITY. CONTRACTOR shall have exclusive control over the details of the service and work performed and over all persons performing such service and work. CONTRACTOR shall be solely responsible for the acts and omissions of its officers, agents,employees,contractors and subcontractors, if any. Neither CONTRACTOR nor its officers, agents,employees,contractors or subcontractors shall obtain any right to retirement benefits,Workers'Compensation benefits, or any other benefits which accrue to MUNICIPALITY employees and CONTRACTOR expressly waives and claim it may have or acquire to such benefits. H. SEVERABILITY Should one or more of the provisions of this Agreement be held by any to court to invalid,void or unenforceable,the remaining provisions shall nevertheless remain and continue in full force and effect, provided that the continuation of such remaining provisions does not materially change the original intent of this Agreement. I. DAMAGES AND PENALTIES I.1 Property Damage CONTRACTOR must be responsible for any damage to private property caused by CONTRACTOR's or subcontractor's employees during performance of this Agreement,and must replace or restore to its original condition any such damaged property at no cost to the occupant, owner, or MUNICIPALITY, except to the extent such damage is the result of a structural issue 19 unknown to CONTRACTOR(e.g.,faulty septic system or unmarked construction in driveway). Within five(5)working days of notification of CONTRACTOR by a customer or MUNICIPALITY,of a claim of fifteen dollars($15.00)or less,CONTRACTOR must resolve or make a commitment to pay such claim. Within ten(10)working days of notification of CONTRACTOR by a customer or MUNICIPALITY of a claim in excess of fifteen dollars($15.00), CONTRACTOR must deliver written documentation to MUNICIPALITY describing the complaint, CONTRACTOR's and complainant's calculation of damages and either a commitment for immediate payment by CONTRACTOR or a clear explanation of why CONTRACTOR disputes complainant's claim. This written documentation must be signed by an officer of CONTRACTOR. I.2 Penalties If CONTRACTOR is notified of a violation of this Agreement,and said violation is repeated, MUNICIPALITY shall be entitled to assess penalties against CONTRACTOR for CONTRACTOR's repeated failure to perform its obligations under this Agreement. Such penalties shall be commensurate with the seriousness of the violations and shall range from twenty-five dollars ($25.00)to five hundred dollars($500.00)per violation per day for each day during which the violation continues. If,within ten(10)days following such assessment,CONTRACTOR requests a meeting with MUNICIPALITY then,within thirty(30)days following such assessment,the parties shall meet to discuss the violations and penalties assessed. CONTRACTOR shall pay such penalties within ten(10)days following such assessment;provided that, in the event the parties have had a meeting pursuant to this paragraph,CONTRACTOR shall pay such penalties(as may have been adjusted by MUNICIPALITY in connection with such meeting)within ten(10)days following such meeting. Nothing herein is intended to limit MUNICIPALITY's ability to seek any other legal or equitable remedy for breach of contract to which MUNICIPALITY may be entitled. J. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the heirs, personal representatives,successors and permitted assigns of the parties hereto; provided,however,this provision shall not be deemed to authorize the assignment or other transfer of this Agreement,which may only be accomplished as expressly provided in this Agreement. K. TERMINATION MUNICIPALITY may by written notice to CONTRACTOR terminate this contract in the event that: (a)CONTRACTOR fails to comply with any material provision of this contract and fails to cure that default within thirty(30)days after notice and written demand by MUNICIPALITY to cure the same; (b)CONTRACTOR is prevented by Force Majeure from complying with a material provision of this contract for a period of one hundred eighty(180)days;or(c)a bankruptcy, receivership or other insolvency proceeding is filed by or against CONTRACTOR or its permitted subcontractor and not dismissed within sixty(60)days. The effective date of such termination shall be ten(10)days following written notice thereof(or such longer period as may be specified in such notice)(such period,the"Delay Period"). Notwithstanding the foregoing, if, pursuant to the following paragraph, CONTRACTOR has disputed MUNICIPALITY's termination of this contract prior to the expiration of the Delay Period,the effective date of termination shall be as specified in the following paragraph. A termination by MUNICIPALITY upon CONTRACTOR's default shall not be deemed to relieve CONTRACTOR of any of its obligations under the Site Assignment Decision. In the event that CONTRACTOR disputes MUNICIPALITY's right to terminate the contract pursuant to this Section VIIIX,such dispute shall be considered to have arisen when CONTRACTOR sends MUNICIPALITY a written notice of dispute. Such dispute shall in the first instance be the subject of informal negotiations between the parties. The period for informal negotiations shall be fourteen (14)days from receipt of the written notice of dispute unless such time period is modified by written agreement of the parties. In the event that the parties cannot resolve the dispute by informal negotiation,the termination of the contract shall be effective ten(10)days following the expiration of the information negotiation period(or such longer period as may be specified by MUNICIPALITY) unless either party submits the dispute to JAMS in Boston, Massachusetts for arbitration before a single arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures(or 20 successor rules)then in effect. Each party hereby agrees to consent to such submittal. Within 45 days following initiation of arbitration,the parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the decision rendered within no more than three(3)months from selection of the arbitrator. Failing such agreement,JAMS will design and the parties will follow procedures that meet such a time schedule. The arbitrator shall determine whether MUNICIPALITY had the right to terminate this contract pursuant to this Section K but shall not award damages of any sort. If the arbitrator determines that MUNICIPALITY had the right to terminate this contract pursuant to this section,the contract shall terminate effective as of ten(10)days following issuance of the arbitrator's decision(or such longer period as may be specified by MUNICIPALITY). If the arbitrator determines that MUNICIPALITY did not have the right to terminate the contract pursuant to this section,the contract shall remain in effect. The arbitrator's fees shall be borne by the party that first submits the dispute to arbitration but shall be shared equally by the parties if the submitting party prevails. Each party shall bear its own costs with respect to the arbitration. Notwithstanding the foregoing, if it is determined by the arbitrator that a party has advanced material claims frivolously or in bad faith, such party shall solely bear the arbitrator's fees and the other party shall be entitled to payment of its reasonable costs and fees (including,without limitation, attorney's fees and travel expenses)incurred with respect to the arbitration. L. FORCE MAJEURE In the event that a party is rendered unable,in whole or in part, by Force Majeure to carry out its obligations under this Agreement,such affected party shall notify the other party as soon as reasonably possible of the Force Majeure,and shall specify the particulars thereof(including the expected duration thereof)and what actions have or will be undertaken to correct the Force Majeure. Except for unpaid financial obligations arising prior to an event of Force Majeure,the affected party's obligations shall be suspended to the extent made necessary by, and for the period of,such Force Majeure. The affected party shall exercise reasonable good faith efforts to remove the cause or mitigate the effect of the Force Majeure. As used in this Agreement, "Force Majeure"means a cause or event, not reasonably within the control of the affected party(other than the financial inability of such party),which precludes the affected party from carrying out,in whole or in part, its obligations under this Agreement. For avoidance of doubt, Force Majeure may include a change in local law or regulation which precludes performance by the affected party. SECTION IX: INSURANCE REQUIREMENTS CONTRACTOR must provide MUNICIPALITY evidence of minimum insurance coverage as stated below at the expense of CONTRACTOR. The insurance certificate must name MUNICIPALITY as an additional insured with respect to the required commercial general liability insurance in order to protect the interest of MUNICIPALITY from any liability which might be incurred by it as the result of any action or omission of CONTRACTOR, its permitted subcontractors, or their employees. The insurance required shall include all major divisions of coverage, and shall be on a comprehensive general basis including Premises and Operations(including X-C-U),Owner's and Contractor's Protective, and Owned, Non-owned,and Hired Motor Vehicles. Such insurance shall be written for not less than any limits of liability required by law or the following limits,whichever are greater. Certificates must be presented to MUNICIPALITY at the time the Agreement is signed by CONTRACTOR. Each policy shall contain a 30-day notice of cancellation, change or non-renewal. Notice of Occurrence is to be given to the Town Manager at Town Hall, 120 Main Street, North Andover, MA 01845. 21 p Carriers must have an A.M. Best rating of A+or better. Insurance policy must cover the entire Term. A. Owner's Protective Liability: Each Occurrence $ 500,000 Aggregate $ 500,000 B. Commercial General Liability: General Aggregate $2,000,000 Each Occurrence $1,000,000 C. Automotive-For all owned, non-owned, hired and leased vehicles: Each Occurrence Combined Single Limit $1,000,000 or Bodily injury-each person $1,000,000 -each accident $1,000,000 Property damage-each occurrence $1,000,000 D. Umbrella: Combined single limit $4,000,000 General aggregate $4,000,000 E. Worker's Compensation: Scope and amount as required by law CONTRACTOR MAY PURCHASE AND MAINTAIN EXCESS LIABILITY INSURANCE IN THE UMBRELLA FORM IN ORDER TO SATISFY THE LIMITS OF LIABILITY REQUIRED FOR THE INSURANCE TO BE PURCHASED AND MAINTAINED IN ACCORDANCE WITH THE REQUIREMENTS SET FORTH ABOVE. EVIDENCE OF SUCH EXCESS LIABILITY SHALL BE DELIVERED TO OWNER IN THE FORM OF A CERTIFICATE INDICATING THE POLICY NUMBERS AND LIMITS OF LIABILITY OF ALL UNDERLYING INSURANCE. MUNICIPALITY MUST BE AN ADDITIONAL INSURED ON ANY SUCH UMBRELLA POLICY. NOTWITHSTANDING THE SPECIFICATION ABOVE OF MINIMUM COVERAGE AND LIMITS OF LIABILITY, IT SHALL BE CONTRACTOR'S RESPONSIBILITY TO PURCHASE AND MAINTAIN INSURANCE OF SUCH CHARACTER AND IN SUCH AMOUNTS AS WILL ADEQUATELY PROTECT IT AND MUNICIPALITY FORM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES RESULTING FROM EXPOSURE TO ANY CASULATY LIABILITY IN THE PERFORMANCE OF CONTRACTOR'S OBLIGATIONS UNDER THIS CONTRACT. [Remainder of Page Intentionally Leff Blank] 22 x , IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. TOWN OF N TH ANDOVER ' �T"' Name: t .4 r'•+G. �j5. /+ / Title: 'Tbl,t,AI Wl��'L�( *-�-�7iG f 2=P� bLA Pei &/A,'a'K14 '"d'LAeA LO THOMSON BROTHERS INDUSTRIES, INC. By: Name: Title: IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. TOWN OF NORTH ANDOVER By: Name: Title: THOMSON BROTHERS INDUSTRIES,INC. Name: Title: OWA1 APPENDIX A - Service Recipient Classes 1. All residential units 2. All facilities owned or used by MUNICIPALITY, including all North Andover Schools and including, without limitation,the following facilities: Osgood Landing-1600 Osgood Street(municipal tenants) 3. Eligible Businesses, which shall include all commercial, business, industrial and institutional buildings eligible for refuse collection under Chapter 115 of the General Bylaws of the Town of North Andover as in effect from time to time. A list of Eligible Businesses as of May 1, 2008 is attached to this Appendix A. MUNICIPALITY shall maintain the list of Eligible Businesses and notify CONTRACTOR in advance of changes to this list. 4. Special Service Recipients,which shall include all commercial, business, industrial and institutional buildings that do not otherwise qualify as Service Recipients,subject to the provisions of Section II.B.1. Attachment to Appendix A ELIGIBLE BUSINESSES AS OF MAY 19 2008 NAME OF BUSINESS ADDRESS Flourishes 28 Main Street Ye Olde Pepper Companies Candies 63 Main Street Afarian Oriental Rugs 18 Waverly Road Simply Elegant 85 Main Street Super Hair Care 15 Main Street Anderson Jewelry 67 Main Street A&M Appliances Inc. 44 Main Street North Andover Insurance Agency 9 Waverly Road Daeva 16 Main Street Tina's Place 11 Main Street Top Notch Cuts 24 Main Street J&T Auto Services 77 Main Street Val's 91 Main Street Mac Donald&Pa lone Insurance 104 Main Street St. Paul's Episcopal Church 390 Main Street Mal's Barber Shop 128 Main Street Joe's Variety 220 Middlesex Street Upper Crust Pizza 127 Waverly Road Callahan Air Conditioning 91 Belmont Street Harrington Insurance 126 R Main Street D.E.Small Electric 9 Waverly Road Brookline Machine Shop Belmont Street Creative Kids-BEEM 71 Main Street Dewhirst&Conte Funeral Homes 17 3a Street Old Andover Travel 1 Johnson Street The Hay Scales Exchange, Inc. 2 Johnson Street Masonic Lode Johnson Street Top of the Scales 4 Johnson Street The North Parish, UU 190 Academy Road Memory Lane Studios 615 Mass.Ave. Nevins Adult Day Care old center A.L. McGregor Fence Route 114 Century 21 94 Peters Street, 114 Andover Flower Farm Rte. 114 Mutual Sales 1650 Turnpike Street, 114 Countryside Real Estate Offices Route 114 William Barrett Route 114 Hatem&Mahoney LLP 127 Turnpike Street, 114 The Country Nook 61 Water Street ViVi Nails 67 Water Street Alternative Designs 52 Water Street Rosie's Cakes N' More 56 Water Street Maroons Hair 93 Water Street Pars Video 93 Water Street Richard's TV 48 Water Street Trinitarian Congregational Church 72 Elm Street Marco Rubber 334 Clark Street Riemitis Communications 1148 Osgood Street For etta's Flowers 1296 Osgood Street Barkers Farm 1267 Osgood Street Lawrence Municipal Airport 492 Sutton Street Landers Electrical 1000 Osgood Street Nancy Chippendale Dance 110 Sutton Street Automobile Technology 29 Main Street The N.A.Thrift Shop 172 Sutton Street Trombly Bros. Inc. 141 Sutton Street K&C Inc 60 Ashland Street The Maids 60 Ashland Street Paradise Day Spa 242 Sutton Street ECA Group 60 Ashland Street APPENDIX B — Designated Collection Recyclables 1. Ordinary Collection Recyclables A. Paper B. Glass C. Steel(tin) D. Aluminum E. Plastics 1-7 F. Cardboard G. Wax-coated beverage cartons H. Other recyclable materials(excluding yard waste and food waste)normally included in other municipal recycling programs in Eastern Massachusetts, provided there is an active market for recycling such material II. Yard Waste Yard Waste includes leaf and yard waste(including Christmas trees)set out by Residential Service Recipients. III. Special Collection Recyclables A. White Goods All so-called"white goods'(e.g., large appliances such as refrigerators and dishwashers and refrigerant-containing small appliances such as air conditioners and dehumidifiers). (For avoidance of doubt,the parties agree that CONTRACTOR is not required to pick up Special Collection Recyclables from a Service Recipient unless the Service Recipient calls CONTRACTOR to request pick up and pays any recycling fee in advance.) B. Electronic Equipment Cathode ray tubes(and equipment containing cathode ray tubes) Miscellaneous electronic equipment IV. Reusable Furniture Reusable furniture set out by Residential Service Recipients. (CONTRACTOR shall have the right to reject any unusable furniture but CONTRACTOR shall not act unreasonably in rejecting furniture.) APPENDIX C — Designated Drop-off Recyclables I. Ordinary Drop-off Recyclables A. All Ordinary Collection Recyclables B. Oil filters C. Reusable furniture dropped off by Residential Service Recipients ll. Special Drop-off Recyclables A. All Special Collection Recyclables B. Other Waste Materials 1. Tires 2. Cathode ray tubes(and equipment containing cathode ray tubes) 3. Fluorescent bulbs and ballasts 4. Oil and latex paint 5. Automobile batteries 6. Button batteries 7. Nickel cadmium batteries 8. Hard and soft cover books, recorded compact discs or other recorded media 9. Clothing 10. Mercury thermometers and thermostats and other mercury-containing devices 11. Propane tanks 12. Scrap metal 13. Miscellaneous electronic equipment 14. Waste oil' C. Construction and Demolition Debris Construction and demolition debris from projects undertaken by any Municipal Service Recipient. Construction and demolition debris from minor home remodeling and repair projects undertaken on the premises of any Residential Service Recipient. CONTRACTOR shall not be required to accept waste oil unless and until CONTRACTOR obtains any approval from the Massachusetts Department of Environmental Protection that may be required to allow CONTRACTOR to accept waste oil at the TBI Facility. ^ ^ � APPENDIX D - Set-out Requirements |. General Set-out Requirements Recycling Containers may be appropriately marked containers of any size up to a capacity of sixty- four(64)gallons. Overflow material shall baplaced adjacent to Recycling Cnntainer(n)in brown paper bags nrother easily handled containers. Designated Collection Recyclables,whether or not required to be placed into Recycling Containers, shall be placed within six(8)feet of the curbside. Curbside refers to that portion of the right-of-way adjacent to paved ur traveled roadways(including aU ) Reoydob|ao shall be placed inamanner that will not interfere with or endanger the movement of vehicles or pedestrians. When construction work is being performed in the right-of-way, recyclables shall be placed as close as practicable to an access point for the collection vehicle. Recycling Containers,when set out with recyclables,shall not be heavier than sixty(60)pounds. Notwithstanding the foregoing, in the case of Large Multi-Family Residences,the point of collection (which may be an appropriate dumpster)shall be mutually agreed to by CONTRACTOR and the owner or governing association of the residential complex ordevelopment, The collection point must provide safe and efficient access to CONTRACTOR's collection crew and vehicle. In the event an appropriate location and schedule cannot beagreed upun. CONTRACTOR shall report such lack of agreement to MUNICIPALITY and MUNICIPALITY shall mediate the dispute and designate the location and schedule for pick-up. Notwithstanding the foregoing, in the case of facilities owned or used by MUNICIPALITY(including the North Andover Schools), MUNICIPALITY shall have the right to use an alternative set-out method(which may bean appropriate dumpstar)provided that MUNICIPALITY provides reasonable advance notice thereof to CONTRACTOR and further provided that the point of collection provides safe and efficient access to CONTRACTOR's collection crew and vehicle. A proper set-out of recyclables shall not contain more than ten percent(10%)contamination by weight of materials other than Designated Collection Raoydab|eo. U. Single Stream Recycling Set-out Requirements In additional to meeting the general specifications set forth above, but subject to the special provisions above for Large Mu|d'Fami|yReuidoncpe and MUNICIPAL facilities, Gamicn Recipients shall: ° place all Ordinary Collection Recyclablesin Recycling Containers(provided that Service Recipients may separate such recyclables in a traditional"dual stream"set-out); " place Yard Waste in separate paper bags or containers marked"Yard Waste";and ° place Special Collection Rouyc|ab|ennn curb separate from otherenyn|ob|ea. APPENDIX E — Form of Monthly Recycling Data Report MONTHLY RECYCLING DATA2 Month: Year: Material Amount Units %from Commercial Sources (provide best estimate if unkown Curbside collection by tons collected CONTRACTOR Provision of drop-off services tons accepted by CONTRACTOR Single stream recycling tons received Scrap metal/white goods tons received Textiles/used clothing tons received C&D material tons received Swap shop tons received Other residential material tons received w . . LeavesNard Waste tons collected r Christmas trees number of trees v sx Auto batteries number Al .,, , Auto tires tons accepted CRTs/electronics pounds Mv Wastes/used engine oil number of gallons .� Household batteries(alkaline) number of 5-gallon ails Propane tanks number Anti-freeze number of 55-gallons f drums Used oil filters number of 55-gallon drums Latex/oil based paint number of cubic yard boxes Fluorescent lamps/bulbs number of linear feet Household batteries(button) number of 5-gallon r ails Thermostats number Thermometers number Flow meters number Mercury switches number Elemental mercury number 2 Based on DEP 2007 Municipal Recycling& Diversion Data Sheet