CITY OF JACKSON, TENNESSEE CONTRACT DOCUMENTS & SPECIFICATIONS FOR SOLID WASTE BALING AND RECYCLING October 1996 REQUEST FOR PROPOSALS For Solid Waste Bailing and Recycling Services City of Jackson, Tennessee Sealed Proposals will be received by the City of Jackson, Tennessee, for baling and recycling of solid waste at the City Hall, 314 East Main Street, P. O. Box 2508, Jackson, Tennessee 38302, on or before 10:30 a.m., C.D.T. on October 16, 1996. The envelope containing the proposal must be sealed and plainly marked "Proposal for Solid Waste Baling and Recycling Service". Proposals must be made on the Proposal Forms and in accordance with Instructions to Bidders furnished by the City of Jackson. The defined terms appearing in the General Specifications apply to all Contract Documents. A proposal bond or certified check must accompany the Proposal, in accordance with the Instructions to Bidders. The City reserves the right to reject any or all Proposals regarding the baling and recycling of solid waste, to waive irregularities and/or informalities in any Proposal, and to make an award in any manner, consistent with law, deemed in the best interest of the City. Date: INSTRUCTIONS TO BIDDERS SOLID WASTE BALING AND RECYCLING SERVICES 1. RECEIPT AND OPENING OF PROPOSALS The City of Jackson invites and will receive Proposals on the forms attached hereto, all information on which must be appropriately completed. Proposals will be received at City Hall until 10:30 a.m. on October 16, 1996, and publicly opened and read aloud on the aforesaid date. The envelopes containing the Proposals must be sealed and addressed to Susan White, Purchaser, City of Jackson, (314 East Main) P. O. Box 2508, Jackson, TN 38302, and plainly marked "Proposal for Solid Waste Baling and Recycling Services". 2. PREPARATION OF THE PROPOSAL All Proposals shall be made on the Proposal Form attached hereto and shall give the amount of bids for work and must be signed by the Bidders. Blank spaces in each Proposal Form together with appropriate schedules must be completed in full in ink or typewritten. If a unit price or a lump sum already entered by the Bidder on the Proposal Form is to be altered, it shall be crossed out with ink and the new unit price or lump sum bid entered above or below it, and initialed by the Bidder in ink. Each Proposal, together with appropriate schedules, must be submitted in a sealed envelope bearing on the outside the name of the Bidder, its address, and plainly marked "Proposal for Solid Waste Baling and Recycling Services". If forwarding by mail, the sealed envelope containing the Proposal must be enclosed in another envelope addressed as specified in the Proposal. The City may consider as irregular any Proposal not prepared and submitted in accordance with the provisions hereof and may waive any informalities or reject any and all Proposals. Any Proposal may be withdrawn prior to the above-scheduled time for the opening of Proposals or authorized postponement thereof. Any Proposal received after the time and date specified above shall not be considered. 3. PROPOSAL SECURITY AND EVIDENCE OF INSURANCE Each Proposal must be accompanied by a bond or a cashier’s check of the Bidder, drawn on a national bank, in the amount of $25,000.00. The total shall be a guarantee on the part of the Bidder that it will, if called upon to do so, accept and enter into a contract on the attached form, to do the work covered by such Proposal and at the rates stated therein. Checks and bonds will be returned promptly after the City and the selected Bidder have executed the Contract, or, if no Bidder's Proposal has been selected within ninety (90) days after the date of the opening of Proposals, upon demand of the Bidder at any time thereafter, so long as it has not been notified of the acceptance of its Proposal. Each Proposal must also be accompanied by a certificate of insurance evidencing the coverage set forth in Section 14.00 of the General Specifications. 4. LIQUIDATED DAMAGES FOR FAILURE TO ENTER INTO THE CONTRACT The Contract shall be deemed as having been awarded when formal notice of award has been mailed by the City to the Bidder. The Bidder to whom the Contract has been awarded will be required to execute 3 copies of the Contract on the form attached hereto and to furnish insurance certificates, all as required. In case of the Bidder's refusal or failure to do so within twenty (20) days after its receipt of formal notice of award, Bidder will be considered to have abandoned all rights and interests in the award, and Bidder's proposal security may be declared forfeited to the City as liquidated damages and the award may then be made to the next best qualified Bidder or the work readvertised for Proposals as the City may elect. 5. POWER OF ATTORNEY Attorneys-in-fact who sign bonds must file with each bond a certified and effectively dated copy of their power of attorney. 6. SCOPE OF WORK The work under this Contract shall consist of the items contained in the General Specifications and Proposal, including all incidentals necessary to fully complete said work in accordance with the Contract Documents. The City of Jackson is interested in obtaining proposals for baling and recycling residential, commercial, and industrial solid waste. All solid waste designated for the Class I landfill shall be hauled to the city's recycling center located at 300 Red Lane. All Class I solid waste, except special waste, shall be placed on the tipping room floor by an agent of the city. The work to be performed under this contract is generally described as follows: 1. Move waste from the tipping floor and separate the recyclables from the waste stream. 2. Bale all waste going to the Class I landfill for burial. The city will remove bales from the Contractor’s trucks. 3. Non-processable waste will be returned, reweighed, and deducted from the billable tonnage. 7. CONDITIONS Each Bidder shall fully acquaint itself with conditions relating to the scope and restrictions attending the execution of the work under Contract. Bidders shall thoroughly examine and be familiar with the Specifications. It is also expected that the Bidders will obtain information concerning the conditions at locations that may affect its work. The failure or omission of any Bidder to receive or examine any form, instrument, addendum or other document, or to acquaint itself with existing conditions, shall in no way relieve it of any obligations with respect to his Proposal or to the Contract. The City shall make all such documents available to the Bidder. The Bidder shall make its own determination as to conditions and shall assume all risk and responsibility and shall complete the work in and under conditions it may encounter or create, without extra cost to the City. The Bidder's attention is directed to the fact that all applicable State laws, municipal ordinances, and the rules and regulations of all authorities having jurisdiction over the work to be performed shall apply to the Contract throughout, and they will be deemed to be included in the Contract as though written out in full in the Contract. 8. ADDENDA AND EXPLANATIONS Explanations desired by a prospective Bidder shall be requested of the City in writing, and if explanations are necessary, a reply shall be made in the form of an Addendum, a copy of which will be forwarded to each Bidder. Every request for such explanation shall be in writing addressed to Susan White, Purchaser. Any verbal statements regarding same by any person prior to the award, shall be unauthoritative and not binding. Addenda issued to Bidders prior to date of receipt of Proposals shall become a part of the Contract Documents, and all Proposals shall include the work described in the Addenda. No inquiry received within seven (7) days of the date fixed for the submission and opening of Proposals will be given consideration. Any and all such interpretations and any supplemental instructions will be in the form of written Addenda, which, if issued, shall be mailed to all prospective Bidders, not later than five (5) days prior to the date fixed for the opening of Proposals. 9. NAME, ADDRESS, AND LEGAL STATUS OF THE BIDDER The Proposal must be properly signed in ink and the address of the Bidder given. The legal status of the Bidder whether corporation, partnership, or individual, shall also be stated in the Proposal. A corporation shall execute the Proposal by its duly authorized officers in accordance with its corporate by-laws and shall also list the state in which it is incorporated. A partnership Bidder shall give full names of all partners. Partnership and individual Bidders will be required to state in the Proposal the names of all persons interested therein. The place of residence of each Bidder, or the office address in the case of a firm or company, with county and state and telephone number, must be given after his signature. If the Bidder is a joint venture consisting of a combination of any or all of the above entities, each joint venturer shall execute the Proposal. Anyone signing a Proposal as an agent of another or others must submit with his Proposal, legal evidence of his authority to do so. 10. COMPETENCY OF BIDDER The opening and reading of the Proposal shall not be construed as an acceptance of the Bidder as a qualified, responsible Bidder. The City reserves the right to determine the competence and responsibility of a Bidder from its knowledge of the Bidder's qualifications or from other sources. The City shall require submission with the Proposal of the following supporting data regarding the qualifications of the Bidder in order to determine whether it is a qualified, responsible Bidder. The Bidder will be required to furnish the following information: (a) An itemized list of the Bidder's equipment available for use on the Contract. (b) A copy of the latest available certified financial statement of the Bidder (or its parent corporation if individual subsidiary or division financial statements are not prepared and generally available) certified by a recognized firm of independent certified public accountants. (c) Evidence that the Bidder is in good standing under the laws of the State of Tennessee, and, in the case of corporations organized under the laws of any other State, evidence that the Bidder is licensed to do business and in good standing under the laws of the State of Tennessee or a sworn statement that it will take all necessary action to become so licensed if its Proposal is accepted. (d) Evidence, in form and substance satisfactory to City, that Bidder (or Bidder's subsidiaries or affiliates) has been in existence as a going concern for in excess of four (4) years and possesses not less than four (4) years actual operating experience as a going concern in either refuse collection, disposal, recycling or baling. In the event that the City shall require additional certified supporting data regarding the qualifications of the Bidder in order to determine whether he is a qualified responsible bidder, the Bidder may be required to furnish any or all of the following information sworn to under oath: (a) Evidence that the Bidder is capable of commencing performance as required in the Contract Documents. (b) Evidence, in form and substance satisfactory to City, that Bidder possesses as a going concern the managerial and financial capacities to perform all phases of the work called for in the Contract Documents. (c) Evidence, in form and substance satisfactory to City, that Bidder's experience as a going concern in either refuse collection, recycling, baling, and/or disposal derives from operations of comparable size to that contemplated by the Contract Documents. (d) Such additional information as will satisfy the City that the Bidder is adequately prepared to fulfill the Contract. The Bidder may satisfy any or all of the experience and qualification requirements of this Paragraph by submitting the experience and qualifications of its parent organization and subsidiaries or affiliates of the parent. 11. DISQUALIFICATION OF BIDDERS Although not intended to be an exhaustive list of causes for disqualification, any one or more of the following causes, among others, may be considered sufficient for the disqualification of a Bidder and the rejection if its Proposal: (a) Evidence of collusion among Bidders. (b) Lack of competency as revealed by financial statements, experience or equipment statements as submitted or other factors. (c) Lack of responsibility as shown by past work, judged from the standpoint of workmanship as submitted. (d) Default on a previous municipal contract for failure to perform. 12. BASIS OF THE PROPOSAL Proposals for refuse baling and recycling at the city's landfill are solicited on the basis of dollars per ton of waste delivered to the tipping room floor less non-processable waste. 13. QUANTITIES The following figures are given for the use of the bidders, and the city assumes no responsibility for their accuracy. The tonnage per year for 1993, 1994, and 1995 are as follows: SOLID WASTE TONNAGE YearWaste to Baling & Recycling Facility Baled Waste Returns (Non-Processed) Class I Landfill Loose Class I Landfill Total 199384,50181,75328576082,513 199491,13082,02947612,34694,395 199556,447*53,560*57443,559*97,119 *Baling & Recycling Facility out of service 3 months due to fire. 14. METHOD OF AWARD The City reserves the right to accept any Proposal or to reject any or all Proposals, and to waive defects or irregularities in any Proposal. In particular, any alteration, erasure or interlineation of the Contract Documents and of the Proposal shall render the accompanying Proposal irregular and subject to (but not requiring) rejection by the City. 15. DISPOSAL SITE All waste will be hauled to the City's landfill site at 300 Red Lane. As directed by the Superintendent of Health and Sanitation, part will go to the floor of the recycling center; part to the landfill and, part to the Class III/IV Area of the landfill. 16. PREBID CONFERENCE A prebid conference is scheduled at City Hall, 314 East Main Street, Jackson, Tennessee, at 10:30 a.m. on October 8, 1996. SOLID WASTE BALING AND RECYCLING SERVICES GENERAL SPECIFICATIONS 1.00 DEFINITIONS 1.01 City - The City of Jackson, Tennessee. 1.02 Contractor - The person, corporation or partnership performing solid waste baling and recycling under contract with the City. 1.03 Expiration of this contract - The end of the contractual relationship between the Contractor and the City under this Contract, regardless of the reasons or circumstances of such ending of the contractual relationship. 1.04 Solid Waste - any garbage, refuse, or rubbish, including without limitation recyclable materials when they become discarded, and any other discarded materials, including solid, liquid, semi-solid, or contained gaseous material resulting from industrial, commercial, warehousing, and agricultural operations, and from community activities, but does not include solid or dissolved materials in domestic sewage, or solid or dissolved materials in irrigation return flows or industrial discharges which are point sources subject to permits under Section 402 of the Federal Water Pollution Control Act (compiled at 33 U.S.C. 1342) as amended, or source, special nuclear, or by-product material as defined by the Atomic Energy Act of 1954, as amended (compiled at 42 U.S.C. 2011 et seq.) See Appendix A for a general classification of solid waste. 1.05 Hazardous Waste - Waste, in any amount, which is defined, characterized or designated as hazardous by the United States Environmental Protection Agency or appropriate State Agency by or pursuant to Federal or Sate law, or waste, in any amount, which is regulated under Federal or State law. 1.06 Recycle - Any method, technique, or process utilized to separate, process, modify, convert, treat, or otherwise prepare solid waste so that component materials or substances may be beneficially used or re-used as products, raw materials, or energy sources, except that any use or reuse of a solid waste may not be used in a manner that would constitute solid waste disposal. 1.07 Recyclable - Any material of current economic value retrieved from waste streams after processing, transportation, and putting in a condition for marketing or sale as a material that has been recycled. 1.08 Baling - A method of reducing and restraining (binding) solid waste volume by mechanical compaction to achieve high density per unit volume. 1.09 Process - The actions necessary to recycle and bale solid waste. 1.10 Facility - A combination of buildings, structures, machinery or devices utilized to perform solid waste processing, including the tract of land leased to the Contractor. The term does not include collection vehicles and landfill roads. 1.11 Special Waste - Waste that requires special handling including, but not limited to, hazardous waste, infectious waste and radioactive waste. 1.12 Health and Sanitation Superintendent - The Director of the Department of Health and Sanitation, Landfill and Vector Control. 1.13 Yard and Demolition Material - Leaves, loose brush, loose material limbs and waste, other than special wastes, resulting from construction, remodeling, repair and demolition of structures and from road building. Such wastes include but are not limited to bricks, concrete and other masonry materials, soil, rock and lumber, road spoils, rebar, paving material. 1.14 Demolition Landfill - Class IV Disposal Facility as described by State Regulations, promulgated as rule Chapter 1200-1-7. 1.15 Sanitary Landfill - Class I Disposal Facility as described by State Regulations, promulgated as rule Chapter 1200-1-7; a method of disposing of solid waste into or on land without creating nuisances or hazards to public health or to the environment by utilizing the principles of engineering to confine the solid waste to the smallest practical area, to reduce it to the smallest practical volume, and to cover it with a layer(s) of an approved material. 2.00 SCOPE OF CONTRACT 2.01 The Contractor shall purchase the building and equipment (the baling and recycling center) from the City. 2.02 The Contractor shall execute the lease on the land for the baling and recycling center from the city as per the attached leasing contract. 2.03 The work to be done consists of furnishing all labor, tools, equipment and materials, supplies and services necessary to satisfactorily recycle, process, and bale all solid waste, as hereinafter defined, from all residential, commercial, apartment and industrial locations within the limits of Madison County, Tennessee; transport said baled solid waste to the Jackson-Madison County Class I Landfill; and perform all work or services incidental to providing solid waste recycling, processing and baling services in strict accordance with the Universal Garbage Ordinance of the City of Jackson, and all applicable Madison County, State and Federal Regulations, and in strict accordance with the terms and provisions of this Contract. 2.04 The Contractor agrees to establish a goal to reduce through recycling the weight of solid waste deposited in the sanitary landfill by not less than five percent (5%) not later than thirty (30) days following commencement of Contractor’s operations. The percent reduction in weight will be calculated by using the weight of the solid waste going to the baling and recycling center and the weight of the bales from the recycling center plus the returned non-processable waste going to the Class I landfill. 2.05 The City’s obligation to make payments shall begin when Contractor begins baling solid waste. 2.07 In performance of this Contract, the Contractor binds itself to the City to comply fully with all provisions, undertakings, and obligations hereinafter set forth. 3.00 BUILDING AND EQUIPMENT 3.01 The Contractor agrees to purchase the existing building and equipment from the City of Jackson at the following prices: (A) (B) 3.02 waste per day. Building Equipment $1,202,660.88 $ 973,739.86 The existing equipment is designed to handle 250 tons of solid 3.03 The Contractor shall keep the Facility and the baling and conveyor equipment insured at all times against damage or loss by fire or other casualty to the extent of the full insurable value thereof. Notwithstanding any provision in this Agreement to the contrary, the City shall have no obligation to purchase either the facility or the baling and conveyor equipment if any part thereof has been damaged or destroyed by an insurable casualty, unless such damage has been fully repaired and restored to the same condition as existed immediately prior to such casualty. 3.04 If the existing contractor is the successful bidder on this contract, the city will not require a transfer of building and equipment. 3.05 The successful bidder shall tender money to purchase the building and equipment 30 days prior to beginning operations. 3.06 Upon the expiration of this contract, the Contractor agrees to sell to the City, the building and equipment as detailed in 16.03. 4.00 FACILITY LOCATION AND CONDITIONS 4.01 The City will lease to the Contractor a parcel of property located on the site of the City’s Sanitary Landfill which is large enough to allow the Facility to operate efficiently and does not interfere with City operations (the Leased Premises). The lease price will be One Dollar ($1.00) per year for the length of the initial term of this Contract and any extensions or renewals. 4.02 The lease agreement form is attached and must be executed concurrent with or before the sale of the building and equipment. If the existing contractor is the successful bidder, the existing lease agreement will be renewed. 4.03 The Contractor agrees that all buildings and equipment located on the Leased Premises shall be kept in an aesthetically pleasing manner. The Contractor shall be responsible for landscaping and maintaining the Leased Premises. The Contractor shall keep all grass and weeds mowed to a height of six (6) inches or less and the grounds kept free of litter. If litter escapes from the Facility, the Contractor shall remove it from any location to which the elements may relocate it. If litter control is a continual problem, the Contractor shall install a litter control fence of a height and of components that will effectively control litter. 5.00 BALING AND RECYCLING PROGRAM 5.01 The Contractor shall purchase the building and equipment from the city, lease the land, remove recyclable items from the waste stream, and bale the remaining items. 5.02 All refuse and solid waste baled by the Contractor for disposal shall be hauled by Contractor to the City’s Sanitary Landfill adjacent to the Leased Premises for removal and burying by City crews. This service must be provided in a timely manner which corresponds with the Landfill operation hours. 5.03 All refuse, solid waste or recyclables baled or loose must be stored and transported in a manner which will not allow any litter, debris or material to be strewn, blown or dislodged. All such debris or material shall be picked up and removed by the Contractor. 5.04 In the event use of alternate sites is required, hauling to such sites will be the responsibility of the City. 5.05 The Contractor shall not recycle, process or bale commercial, Industrial or residential solid waste generated outside Madison County at this site. 5.06 Except for special waste and waste acceptable for disposition in the Class III/IV landfill, all waste will be directed to the baling and recycling facility from the scales by the City’s personnel. Waste will be dumped onto the tipping floor as directed by the Contractor. 5.07 The Contractor shall have the right to place a representative in the scale house. This representative shall assist the city personnel in directing the trucks to the proper facility. However, in case of a dispute the city’s decision is final. 5.08 The Contractor will only accept solid waste which is deemed acceptable by local, state and federal laws, regulations or ordinances. The Contractor will monitor each load of solid waste as it is unloaded to determine if the waste is acceptable. If the waste is not acceptable, the Contractor shall reload said waste onto the Owner’s vehicle at the vehicle owner’s expense. In such instance, the City’s designated representative shall be notified immediately and be on site before the vehicle containing unacceptable or hazardous waste is allowed to leave. It is the intent of both the Contractor and the City to identify and deny acceptance of any unacceptable or hazardous waste. 5.09 The Contractor shall then remove any recyclable material that he deems economically feasible, but will establish a goal of at least five percent (5%). 5.10 of the Contractor. All material removed from the waste stream becomes the property 5.11 The percent removal shall be calculated on the difference in the weight going to the baling and recycling facility and the weight of the bales going to the Class I Landfill. 6.00 OPERATIONS 6.01 All operations of the Contractor upon the Leased Premises shall be confined to areas authorized by the City. No unauthorized or unwarranted entry, passage through, or storage or disposal of materials shall be made upon City premises. The Contractor shall hold and save the City free and harmless from liability of any nature or kind arising from any use, trespass or damage occasioned by its operations or premises of third persons. 6.02 The baling and recycling facility shall be open and receiving waste with hours to coincide with collection and disposal. These operating hours shall be 7:00 a.m. to 5:00 p.m., Monday through Friday, and 7:00 a.m. to 12:00 noon on Saturday. Exceptions to these hours shall be effected only upon mutual agreement of the City and Contractor. 6.03 The Contractor shall maintain an office at the Solid Waste Facility equipped with telephone service and such attendants as may be necessary to receive and handle complaints or to receive instructions and directions from the City’s inspector. In addition, a system of communication shall be established whereby the Contractor can be contacted in case of emergency twenty-four hours per day. 6.04 The Contractor shall at all times keep the storage area and the premises used by it free from accumulations of waste materials and rubbish, and prior to completion of the work shall remove any waste materials and/or rubbish from and about the premises. Upon completion of each workday, the Contractor shall leave the storage areas and premises in a condition satisfactory to the City. 6.05 All equipment used by the Contractor shall be equipped with warning lights and the name of the Contractor shall be prominently displayed thereon. Contractor shall not use a firm name or trade name containing the words “City” or “Jackson” or any other words implying municipal ownership. 6.06 The Contractor shall maintain equipment and facilities for washing and cleaning its equipment and shall maintain the facility, truck and other equipment in a clean and sanitary condition at all times. The interior of each body shall be washed and cleaned regularly All equipment shall be well painted at all times so as to present a pleasing appearance. It shall be the responsibility of the Contractor to require all vehicles to be free of solid waste that can be blown or fall from a vehicle after leaving the Facility. 6.07 Contract: Holidays - The following shall be holidays for purposes of this New Year's Day Martin Luther King Day Memorial Day Independence Day Labor Day Thanksgiving Day Christmas Day Contractor may decide to observe any or all of the above-mentioned holidays by suspension of service on the holiday, but such decision in no manner relieves Contractor of its obligation to provide service as contracted. The baling and recycling facility must operate with the collection service provided by the City under another contract and the landfill operation of the City. Therefore, closings must be coordinated through the Health and Sanitation Superintendent of the City. 6.08 Supervision of Work and Employees - The Contractor shall provide a full-time resident foreman or superintendent to be in charge of the work done by the Contractor under this Contract, said foreman or superintendent to be someone experienced in this line of work, with authority to act on behalf of the Contractor. The Contractor agrees and covenants that supervision shall be maintained over its employees to the end that said employees are neat in appearance, courteous in demeanor, and as quiet as is consistent with their duties. The Contractor agrees to remove from service any employee who violates the provisions hereof and who is negligent or discourteous in the performance of his duty, subject to any collective bargaining agreement the Contractor might enter into. 6.09 Inspection - All services rendered by Contractor under the Contract shall be subject to City inspection, at any and all times during the term of this Contract. The City shall have the right to reject defective workmanship and services and to require their correction. Rejected workmanship and/or services shall be satisfactorily corrected without additional charge therefor. 6.10 Point of Contact - All dealings, contacts, etc., between the Contractor and the City shall be directed to the Contractor: (title of position or office) and to the City: Brent Lewis, Superintendent of Health & Sanitation, and Charles Farmer, Mayor. 6.11 Reports & Data - The Contractor shall maintain records as directed by the City for monthly reports. The Contractor shall meet with the City and shall develop a report form to provide the following information: 1. 2. Tonnage of material and class material sold. Other as may be specified except price received for material sold. 7.00 COMPLIANCE WITH LAWS The Contractor shall conduct operations under this Contract in compliance with all applicable laws; provided, however, that the General Specification shall govern the obligations of the Contractor where there exist conflicting ordinances of the City on the subject. 8.00 EFFECTIVE DATE This Contract shall be effective upon the execution of the Contract and performance of such Contract shall begin on April 2, 1997. 9.00 UTILITIES The Contractor shall be responsible for all utilities necessary to operate the Facility such as but not limited to power, water, communication, and wastewater. In the event water is not available to the Leased Premises by a public utility company, the city shall provide the same to the Contractor at the City’s cost, but the Contractor shall pay to the City each month an amount substantially equivalent to the monthly charge which would be made for water service by Jackson Utility Division (“JUD”) as if water were available, including tap-on charges. As soon as water is available, the facility shall begin using water provided by JUD. 10.00 NONDISCRIMINATION The Contractor shall not discriminate against any person because of race, sex, age, creed, color, religion or national origin. 11.00 INDEMNITY The Contractor will indemnify and save harmless the City, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, and attorneys' fees to the extent resulting from a willful or negligent act or omission of the Contractor, its officers, agents, servants, and employees in the performance of this Contract; provided, however, that the Contractor shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorneys' fees arising out of the award of this Contract or a willful or negligent act or omission of the City, its officers, agents, servants and employees. 12.00 LICENSES AND TAXES The Contractor shall obtain all licenses and permits (other than the license and permit granted by the Contract) and promptly pay all taxes required by the City. The Contractor is liable for all taxes in the execution of the work required by this contract. 13.00 TERM The contract shall be for a five (5) year period beginning April 2, 1997, and ending five (5) years thereafter for the baling and recycling of solid waste with an option for a five year extension. The City has an option to extend the contract price using the method as shown on the bid form on a per year basis for five years. The City must give the Contractor at least six (6) months notice before terminating the contract after the initial five (5) years. 14.00 INSURANCE The Contractor shall at all times during the Contract maintain in full force and effect Employer's Liability, Workmen's Compensation, Public Liability and Property Damage Insurance, including contractual liability coverage for the provisions of Section 11.00. All insurance shall be provided by insurance companies with an A.M. Best rating of A or higher. All policy limits shall be acceptable to the City and before commencement of work hereunder the Contractor agrees to furnish the City certificates of insurance or other evidence satisfactory to the City to the effect that such insurance has been procured and is in force. The City of Jackson must be named as additionally insured in all policies. The certificates shall contain the following express obligation: "This is to certify that the policies of insurance described herein have been issued to the insured for whom this certificate is executed and are in force at this time. In the event of cancellation or material change in a policy affecting the certificate holder, thirty (30) days prior written notice will be given the certificate holder." For the purpose of the Contract, the Contractor shall carry the following types of insurance in at least the limits specified below: Coverages Workmen's Compensation Employer's Liability Bodily Injury Liability Except Automobile Property Damage Liability Except Automobile Automobile Bodily Injury Liability Automobile Property Damage Liability Excess Umbrella Liability Limits of Liability Statutory $500,000 $500,000 each occurrence $1,000,000 aggregate $500,000 each occurrence $1,000,000 aggregate $500,000 each person $1,000,000 each occurrence $500,000 each occurrence $2,000,000 each occurrence To the extent permitted by law, all or any part of any required insurance coverages may be provided under a plan or plans of self-insurance. The coverages may be provided by the Contractor's parent corporation. 15.00 BASIS AND METHOD OF PAYMENT 15.01 Rates. For baling and recycling services required to be performed pursuant to the specifications, the charges shall not exceed the rates as fixed by the Contract Documents. 15.02 Scales. The determination of the net number of tons shall be made by the City by using computerized scales which shall be furnished by the City. The City shall man the scales with City employees at which point the waste will be directed to the Baling and Recycling Facility, the City’s Class III/IV Landfill, or the City’s Class I Landfill. The City shall only pay the Contractor for solid waste directed to the Facility, and any waste the Contractor cannot process shall be reweighed and deducted from the day’s tonnage. 15.03 Modification to Rates - The fees which are established by contract shall not be changed during the life of the contract. 15.04 Contractor Billings to City - The Contractor shall bill the City for service rendered following the end of the month and the City shall pay the Contractor on or before the 10th of such month. All billing and payment shall be based on the rates and schedules set forth in the Contract Documents. 16.00 EVENT OF DEFAULT BY CONTRACTOR; REMEDY OF CITY; AND CITY’S OBLIGATION TO PURCHASE BUILDING AND PERSONAL PROPERTY 16.01 Default. The Contractor shall be in default under this Agreement for failure to comply with all terms and provisions herein, and such failure to comply continues for more than thirty (30) days after written notice thereof to Contractor. 16.02 Remedies of City. Upon default by Contractor, the City shall have the right to terminate Contractor’s rights under this Contract, except for the right to receive payment as provided in paragraph 16.03 below; and the City may take possession of the Facility and operate the same, by contract or otherwise, and Contractor shall be liable to the City for any costs associated with such expiration of this Contract and the “taking over” of the Facility. 16.03 City’s Obligation to Purchase. If the City terminates this Contract, it shall constitute an expiration of this Contract, and the City shall purchase the building, baling and conveyor equipment from Contractor in accordance with the price as determined as shown in Appendix B. Appendix B shows a straight line depreciation based on the life of the equipment and also establishes the value at the start of this Contract. The purchase of such property from the Contractor shall be closed within sixty (60) days of the expiration of this Contract. If Contractor is obligated to any secured creditor whose lien is secured by the property to be purchased by the City, the purchase price shall be paid to such secured creditor of Contractor, for the benefit of Contractor, without any set-off by the City of any sums owed to the City or alleged to be owed to the City by the Contractor, or without exercising any other equitable withholding of funds due the Contractor, and without exercising any set-off of any excess costs or alleged excess costs the City may incur in the process of terminating this Contract and “taking over” the Facility. 17.00 TRANSFERABILITY OF CONTRACT Other than by operation of law, no assignment of the Contract or any right accruing under this Contract shall be made in whole or in part by the Contractor without the express written consent of the City, which consent shall not be unreasonably withheld; in the event of an assignment, the assignee shall assume the liability of the Contractor. 18.00 PENALTIES 18.01 Baling. The Contractor shall bale all solid waste prior to being delivered to the City’s Sanitary Landfill for disposal. In the event the City is required to handle any unbaled solid waste, the City incurs expenses as a result of handling unbaled solid waste, the Contractor shall reimburse the City for additional expenses incurred while the City handles such unbaled solid waste; provided, however, that in the event that such sums are owed by the Contractor to the City upon the expiration of this Contract, no sums shall be set off by the City against any payment to a secured creditor of Contractor holding a lien on any of the property the City is obligated to purchase from the Contractor upon expiration of this Contract. The Contractor will not receive payment for any waste deposited in the Landfill that has not been baled. In the event the Contractor continually fails to bale solid waste prior to disposal, the Contractor shall reimburses the City for the additional landfill space consumed by the disposal of unbaled solid waste. 18.02 Recycling. The Contractor agrees to establish as a goal the removal of a minimum of five percent (5%) of the total weight of the waste as recyclables before baling. 19.00 CONTRACT NOT A FRANCHISE It is the understanding and intention of the parties hereto that this agreement shall constitute a contract for the baling and recycling of refuse; that said Contract shall not constitute a franchise; nor shall the same be deemed or construed as such. 20.00 RECYCLABLES 20.01 The Contractor will be the sole owner of recyclable material recovered from the solid waste which is processed. 20.02 In the event the City initiates a recycling program which would improve the quality and value of recyclables in the solid waste being processed, the Contractor shall support and assist the City in implementing such a program, if the program would benefit the City and the Contractor. 21.00 CONTRACT EXTENSION The Bidder shall provide the City with a proposed method of extending the firm five (5) year contract for an additional five (5) years on a per year basis. If the extension is based on a factor such as CPI, the bidder must describe in detail the exact factor to be used and where it can be found. CONTRACT THIS CONTRACT, made and entered into this day of , 19 , by and between the City of Jackson, a Municipal Corporation of Madison County, Tennessee, (hereinafter called the "City"), and (hereinafter called "Contractor"). W I T N E S E T H: WHEREAS, the Contractor did on the day of , 19 , submit a Proposal to provide Solid Waste Baling and Recycling Services within the City and to perform such work as may be incidental thereto. NOW, THEREFORE, in consideration of the following mutual agreements and covenants, it is understood and agreed by and between the parties hereto as follows: 1. The Contractor is hereby granted a contract for services within the territorial jurisdiction of the City and shall furnish all personnel, labor, equipment, trucks, and all other items necessary to provide Solid Waste Baling and Recycling Services as specified and to perform all of the work called for and described in the Contract Documents. 2. The Contract Documents shall include the following documents, and this Contract does hereby expressly incorporate same herein as fully as if set forth verbatim in this Contract: a. The Request for Proposals. b. The Instructions to Bidders. c. The Contractor's Proposal. d. The General Specifications. e. The resolution of the City ordering or authorizing the work and services contemplated herein. f. This instrument. g. Any addenda or changes to the foregoing documents agreed to by the parties hereto. 3. All provisions of the Contract Documents shall be strictly complied with and conformed to by the Contractor, and no amendment to this Contract shall be made except upon the written consent of the parties, which consent shall not be unreasonably withheld. No amendment shall be construed to release either party from any obligation of the Contract Documents except as specifically provided for in such amendment. 4. This Contract is entered into subject to the following conditions: a. The Contractor shall procure and keep in full force and effect throughout the term of this Contract all of the insurance policies specified in, and required by, the Contract Documents. b. Neither the Contractor nor the City shall be liable for the failure to perform their duties if such failure is caused by a catastrophe, riot, war, governmental order or regulation, strike, fire, accident, act of God or other similar or different contingency beyond the reasonable control of the Contractor. c. In the event that any provision or portion thereof of any Contract Document shall be found to be invalid or unenforceable, then such provision or portion thereof shall be reformed in accordance with the applicable laws. The invalidity or unenforceability of any provision or portion of any Contract Document shall not affect the validity or enforceability of any other provision or portion of the Contract Documents. IN WITNESS WHEREOF, we, the contracting parties, by our duly authorized agents, hereto affix our signatures and seals at day of , , as of this , 19 A.D. CITY OF JACKSON, TENNESSEE A Municipal Corporation of Madison County, Tennessee By: Mayor and City Recorder SEAL OF THE CITY OF JACKSON, TENNESSEE ATTEST: Secretary By: "Contractor" SEAL CONTRACTOR'S PROPOSAL & BID FORM FOR SOLID WASTE BALING AND RECYCLING SERVICES To: The Mayor of the City of Jackson, Tennessee Proposal of (an individual) (a partnership) (a corporation duly organized under the laws of the State of Tennessee). The undersigned having carefully read and considered the terms and conditions of the Contract Documents for Solid Waste Baling and Recycling Services for the City of Jackson, does hereby offer to perform such services on behalf of the City, of the type and quality and in the manner described, and subject to and in accordance with the terms and conditions set forth in the Contract Documents at the rates hereinafter set forth. 1. five percent (5%). The charge per ton for baling with a minimum recycling goal of Year 1 Year 2 Year 3 Year 4 Year 5 2. It is mutually agreed that the City has the option to extend the Contract for an additional five (5) years on a per year basis using an inflation factor of * applied to the previous year’s contract price. *If a factor such as CPI is used explain in detail the factor proposed. BIDDER By: principal office address (CITY) (STATE) (COUNTY) TELEPHONE: LAND LEASE THIS LAND LEASE AGREEMENT made effective on the day of , 1997, by and between THE CITY OF JACKSON, a municipal corporation located in Madison County, Tennessee, (the “Lessor”) and (The “Lessee”). WITNESSETH: 1. Consideration. The consideration for this lease is the execution and delivery by and between the Lessor and the Lessee of that certain “Contract for Solid Waste Baling and Recycling” between the Lessor and the Lessee effective on (the “Contract”). 2. Definitions. It is agreed that the terms defined in this Section 2 shall, for the purposes of this lease, have the meanings herein specified unless the context otherwise specifies or requires. (A) The term “Leased Premises” shall mean the property of the lessor more particularly described in Appendix A attached hereto. (B) The term “Effective Date” shall mean (C) The term “Rent” shall mean the sum of One Dollar ($1.00). , 1997. 3. Lease. Lessor does hereby grant, demise, and lease the Leased Premises to the Lessee. 4. Term. The term of this lease shall be from Effective Date through the expiration of the Contract for whatever reason. 5. Rent. The Rent shall be paid within ten (10) days following Lessor’s demand therefor. 6. Repairs and Maintenance. Lessee shall maintain the entirety of the Leased Premises, including any improvements erected thereon, and shall make all necessary repairs during the term. 7. Taxes. Lessee shall pay all real estate and personal property taxes and special assessments levied against improvements erected by the Lessee on the Leased Premises. 8. Utilities. Lessee shall pay for all utilities used and consumed by the Lessee on the Leased Premises from and after the Effective Date. 9. Claims and Insurance. Lessee agrees to indemnify and save the Lessor harmless from any and all claims arising from the use and occupancy by the Lessee of the Leased Premises arising from any act of negligence of the Lessee, its employees, servants, agents and representatives and to indemnify the Lessor against any expense incurred by it in connection with any claim or action which might be brought against it on account of any matters arising out of the occupancy or use of the Leased Premises by the Lessee. During the term hereof, the Lessee shall keep in force and pay the premiums for all insurance prescribed by the Contract. Lessee assumes and accepts all risks of fire or other casualty to all improvements and personal property which Lessee may install or own on the Leased Premises. 10. Default. In the event Lessee neglects or fails to perform or observe any of the covenants contained in the Contract or herein to be performed by it, or should Lessee default in the payment of rent as provided herein, or should Lessee be adjudicated a bankrupt or make an assignment for the benefit of creditors or upon the termination of the Contract, then in any such events, Lessee may at its option without the necessity of notice, declare this Lease terminated and take immediate possession of the Leased Premises. Waiver of one default shall not be deemed or treated as a waiver of any subsequent default occurring. Upon the termination of the Lease, whether as a result of the occurrence of an event of default, or the expiration of the term, Lessee agrees to surrender and return the Leased Premises to the Lessor and should it fail to do so, the same may be recovered as in actions for unlawful entry and detainer. 11. Lessor’s Covenants. Lessor, for itself and all parties in privy with it, agrees that if the Lessee shall perform all of the covenants and duties of this Lease and the Contract on the part of the Lessee to be performed, Lessor will guarantee to the Lessee the quiet and peaceful and uninterrupted possession of the Leased Premises. Lessor covenants that it has good and marketable title to the Leased Premises and that it has authority and good right to lease the same. Lessor warrants and agrees to defend the title to the premises against the claims of all persons whomsoever and to reimburse and hold the Lessee harmless against any loss by reason of any defect in title. 12. Delivery at End of Lease. At the expiration of the term of this Lease, Lessee shall deliver to the Lessor the possession of the Leased Premises cleared of all persons, goods, and things not properly belonging and physically attached t hereto. Lessee shall have the right to remove all fixtures and equipment owned or installed on the Leased Premises by the Lessee but shall not have the right to remove the metal building referred to as the “Facility” and installed under the Contract. Any holding over by the Lessee at the conclusion of the term of this Lease shall be on a month-tomonth basis and shall not under any circumstances constitute a renewal of this Lease. 13. Use of Leased Premises. During the term of this Lease, the Leased Premises shall be used only; for the erection and operation of a recycling facility under the terms of the Contract and no part thereof shall be used in any manner whatsoever for any purpose in violation of the laws of the United States, the State of Tennessee, the ordinances of Madison County, Tennessee, or the rules and regulations of any governmental agency. 14. Assignments and Sub-Letting. The Lessor shall not have the right to assign this Lease or sub-lease any portion of the Leased Premises without the prior written consent of the Lessor, provided, however, that the Lessee may assign its interest hereunder for the purpose of securing financing to purchase improvements on the Leased Premises and to purchase equipment therefor. 15. Renewal. If the Contract is renewed or extended, Lessee shall have the right to extend this Lease upon such terms and conditions as may be agreed upon at the time of the renewal of the Contract. 16. of the State of Tennessee. Applicable Law. This Lease shall be governed by the laws IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Lease THE CITY OF JACKSON BY: Mayor BY: STATE OF TENNESSEE COUNTY OF MADISON Before the undersigned, a Notary Public, in and for the State and County aforesaid, personally appeared Charles H. Farmer, with whom I am personally acquainted, or whose identity was proven to me on the basis of satisfactory evidence, and who, upon oath, acknowledged himself to be the Mayor of the City of Jackson, a municipal corporation, one of the within named bargainers, and that he, as such official, being duly authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of The City of Jackson by himself as Mayor. IN WITNESS WHEREOF, I have hereunto set my hand and official Seal, at office, in said State and County, this the Day of , 1997. Notary Public My commission expires: STATE OF TENNESSEE COUNTY OF MADISON Before the undersigned, a Notary Public, in and for the State and County aforesaid, personally appeared , with whom I am personally acquainted, or whose identity was proven to me on the basis of satisfactory evidence, and who, upon oath, acknowledged himself to be , one of the within named bargainers, and that he, as such official, being duly authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of The City of Jackson by himself as Mayor. IN WITNESS WHEREOF, I have hereunto set my hand and official Seal, at office, in said State and County, this the Day of , 1997. Notary Public My commission expires: APPENDIX A CLASSIFICATION OF SOLID WASTE MATERIALS* GarbageWastes from the preparation, cooking and serving of food. Market refuse, waste from handling, storage, and sale of produce and meals RubbishCombustible (primarily organic)Paper, cardboard, cartons, wood, boxes, excelsior, plastics, rags, cloth, bedding, leather, rubber, grass, leaves, yard trimm households, institutions, and commercial concerns such as: hotels, stores, restaurants, markets, etc. Noncombustible (primarily inorganic)Metals, tin cans, metal foils Dirt Stones, bricks, ceramics, crockery Glass, bottles Other mineral refuse AshesResidue from fires used for cooking and for heating buildings, cinders Bulky WastesLarge auto parts, tires. Stoves, refrigerators, other large appliances Furniture, large crates Trees, branches, palm fronds, stumps, flotage Street RefuseStreet sweepings, dirt Leaves Catch basin dirt Contents of litter receptacles From : streets, sidewalks, alleys, vacant lots, etc. Dead AnimalsSmall animals: cats, dogs, poultry, etc. Large animals: horses, cows, etc. Abandoned VehiclesAutomobiles, trucks Construction & DemolitionLumber, roofing, and sheathing scraps Rubble, broken concrete, plaster, etc. Conduit, pipe, wire, insulation, etc. Industrial RefuseSolid wastes resulting from industrial processes and manufacturing wastes, boiler house cinders, wood, plastic, and metal scraps ans shavings, et factories power plants, etc Special Wasteshazardous wastes: pathological wastes, explosives, radioactive materials Security wastes: confidential documents, negotiable papers, etc.Households, hospitals, institutions, stores, industry, etc. Animal and Agricultural WastesManures, crop residuesFarms, feed lots Sewage treatment residuesCoarse screenings, grit, septic tank sludge, dewatered sludgeSewage treatment plants, septic tanks *Reprinted from Solid Waste Collection Practice as published by the American Public Works Association. APPENDIX B AMORTIZATION SCHEDULE - BALING AND RECYCLING FACILITY AND EQUIPMENT DescriptionIn-Service DateOriginal CostLife (in months)Months in ServiceDepreciation per MonthDepreciation to DateCurrent Value as of 4/2 Baler & D-Conveyor10/95$551,863.5015018$3,679.09$66,223.62$485,639.88 Bale Table10/95$1,750.0015018$11.67$210.00$1,540.00 Perforators4/92$13,248.0015060$88.32$5,299.20$7,948.80 Crushers4/92$4,728.0015060$31.52$1,891.20$2,836.80 Hammermill4/94$2,706.0015036$18.04$649.44$2,056.56 Can Crusher/ Blower12/95$7,800.0015016$52.00$832.00$6,968.00 Wire Baskets4/92$12,950.0015060$86.33$5,180.00$7,770.00 Magnetic Separator4/92$5,199.0015060$34.66$2,079.60$3,119.40 Self-Dumping Hopper4/92$6,952.0015060$46.35$2,780.80$4,171.20 Conveyors10/95$138,672.0215018$924.48$16,640.64$122,031.38 Fabrication10/95$374,611.1815018$2,497.41$44,953.34$329,657.84 subtotal$973,743.86 Building (after fire)10/95$960,318.8447418$2,025.99$36,467.80$923,851.04 Building (pre fire)4/92$297,461.0047460$627.55$37,653.29$259,807.71 Bale Storage10/95$10,317.0047418$21.77$391.78$9,925.22 Oil House/ Bunkers5/93$10,076.0047447$21.26$999.10$9,076.90 subtotal$1,202,660.86 Grand Total$2,176,404.72 APPENDIX C Recycle Facility Description Being a 7.44 acre tract of land and being a portion of that same real estate belonging to the City of Jackson, of record in Deed Boob 505, Page 557. Said 7.44 acre tract of land being more particularly described as follows: BEGINNING at a point in the west margin of the Cerro Gordo Landfill entrance road; the northeast corner of the tract herein described; said point being located 25 feet right of centerline station 28+23.68 and also being located South 51 degrees 55 minutes 00 seconds East 820.52 feet from a concrete monument as found at the northwest corner of the tract from which the herein described parcel is a part and runs thence; North 88 degrees 15 minutes 50 seconds West, 482.04 feet, to a point; thence South 00 degrees 52 minutes 26 seconds West, 321.18 feet, to a concrete monument as found; corner with said property belonging to the City of Jackson; thence, South 00 degrees 52 minutes 26 seconds West, 358.90 feet, with the west boundary line of said property belonging to the City of Jackson to a point in same; thence, South 88 degrees 15 minutes 58 seconds East, 471.83 feet to a point in the wet margin of the Cerro Gordo Landfill entrance road, said point being located 25 feet right of centerline station 35+03.68; thence, North 01 degree 44 minutes 02 seconds East, ;680.00 feet with said west margin to the point of beginning. Containing 7.44 acres. Description from survey of Michael C. Collis, RLS-1364, dated September 16, 1991.