O27.057 – revised 6/30/9

AGREEMENT

THIS AGREEMENT dated the day of , 2009, by and between the CITY OF STAMFORD, a municipal corporation in the State of Connecticut, hereinafter referred to as the “City”, 888 Washington Boulevard, Stamford, Connecticut 06904, acting herein by Dannel P. Malloy, its Mayor, hereunto duly authorized, and WILLIMANTIC WASTE PAPER COMPANY, INC., P. O. Box 239, Recycling Way, Willimantic, Connecticut 06226-0239, hereinafter referred to as the “Contractor”, acting herein by Timothy DeVito, its Treasurer, duly authorized.

W I T N E S S E T H

WHEREAS, the City of Stamford solicited Request for Proposal #506 for Recyclables Processing and Marketing Services; and,

WHEREAS, the Contractor has responded to the City by submitting a Response to the Request for Proposal; and,

WHEREAS, the City has accepted the Contractor’s Proposal for said work, pursuant to the terms hereinafter set forth.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. SCOPE OF SERVICES. The scope of services shall consist of those duties, functions, obligations, responsibilities, and tasks set forth in: (a) the City’s Request for Proposal #506 for Recyclables Processing and Marketing Services incorporated by reference herein as Exhibit A and made a part hereof; and (b) the Contractor’s Proposal, incorporated by reference herein as Exhibit B and made a part hereof.

In addition, the Contractor must abide by the following requirements:

  1. The Contractor shall provide contract services during all days upon which the Transfer Station operates, including weekends and holidays.
  2. Trailers, to be provided by the Contractor, must be available for loading from 6:00 Am to 2:00 PM on any day upon which the Transfer Station operates. Contractor shall provide a number of trailers and transportation of trailers as is sufficient to meet the needs of the City. Violations of this provision shall result in a fine of $500 per day for each day the Contractor fails to comply.
  3. It shall be the sole obligation of the Contractor to comply with State of Connecticut Department of Environmental Protection requirements with regard to recyclables. The Contractor shall hold harmless and indemnify the City from any DEP penalties imposed upon the City as a result of the Contractor’s failure to so comply.

d. The Contractor shall collect and dispose of all those recyclables listed in Exhibit C, attached hereto and made a part hereof.

2. COMPENSATION.The following shall be the financial arrangement between the parties:

A. FIXED PRICING OPTION. The Contractor shall pick up at the City’s Transfer Station, and dispose of, all recyclables in a single stream at no cost to the City. In consideration thereof, the Contractor shall be entitled to retain the proceeds of all recyclables.

B. PROFIT SHARING. Profit sharing on a 50%-50% basis shall take place retroactively for any calendar month period where the proceeds from recyclables exceed one hundred twenty percent (120%) of the following processing fees:

PROCESSING FEE 120% FEE

Fiscal Year 2009/2010$37.50 $45.00

Fiscal Year 2010/2011$38.50 $46.20

Fiscal Year 2011/2012$39.50 $47.40

Fiscal Year 2012/2013$40.50 $48.60

Fiscal Year 2013/2014$41.50 $48.80

By the tenth of each month, the Contractor shall calculate whether the City is entitled to profit sharing for the preceding month based upon the formula set forth above. If the City is entitled to profit sharing, the Contractor shall pay to the City the proceeds of profit sharing by the last day of the ensuing month. Pricing shall be established by a 200 ton sort to be performed by the Contractor on an annual basis for the purpose of calculating a per ton value. The manner and method of such calculation is set forth in Exhibit D, attached hereto and made a part hereof.

3. TERM; TIME OF COMMENCEMENT AND COMPLETION OF WORK. The term of this Agreement shall commence upon July 1, 2009 and shall terminate on June 30, 2011, unless terminated earlier pursuant to Paragraph 15 below. At the sole option of the City, this Agreement may be extended for three successive periods of one year each. The Contractor shall perform the contract work in a timely, efficient, and diligent manner.

4. REVIEW OF WORK. The Contractor will permit the City, its officers, agents, and employees, to review, at any time, all work performed under the terms of this Agreement at any stage of the work.

5. INDEMNIFICATION. The Contractor shall indemnify and hold harmless the City, its officers, agents and employees, from and, if requested, shall defend them against any loss, cost, damage, injury, liability, and claim for injury to or death of a person, including employees of the Contractor or loss of or damage to property, resulting directly or indirectly from the Contractor’s negligent performance of this Agreement, or by any negligent omission to perform some duty imposed by law or agreement upon the Contractor, its officers, agents and employees. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts, and related costs and the City’s cost of investigating any claims against it.

The City shall indemnify and hold harmless the Contractor, its officers, agents and employees, from and, if requested, shall defend them against any loss, cost, damage, injury, liability, and claim for injury to or death of a person, including employees of the City or loss of or damage to property, resulting directly or indirectly from the City’s negligent acts relating to this Agreement, or by any negligent omission to perform some duty imposed by law or agreement upon the City, its officers, agents and employees. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts, and related costs and the Contractor’s cost of investigating any claims against it.

6. ASSIGNMENT. The Contractor shall not assign, sub-contract, or transfer any portion of the work set forth herein without the prior written approval of the City. Consent to such assignment shall not be unreasonably withheld.

7. BOOKS AND RECORDS. The Contractor shall permit the City to audit, on an annual basis, its records, books, or other documents relative to charges, costs, expenses, and fees, related to the profit sharing arrangement set forth in Paragraph 2.B. above.

8. INSURANCE. The Contractor shall provide and pay for such insurance as is set forth in that portion of Exhibit A entitled “Insurance Requirements of the City of Stamford”.

9. NON-APPROPRIATION. Contractor acknowledges that the City is a municipal corporation and that the City’s obligation to make payments under this Agreement is contingent upon the appropriation by the City’s Board of Representatives of funds sufficient for such purposes, for each budget year in which this Agreement is in effect. If sufficient funds to provide for the payment(s) hereunder are not appropriated, the City may terminate this Agreement upon notice in writing to the Contractor.

10. SUBCONTRACTING. The Contractor is prohibited from subcontracting this Agreement or any part of it unless the City first approves such subcontracting in writing and approves, in writing, the specific subcontractors proposed to be used by the Contractor. An agreement made in violation of this provision shall confer no rights on any party and shall be null and void.

11. CONTRACT EXTRAS. Pursuant to Section 23-18.4C of the Code, it is specifically understood and agreed by the Contractor that all contract extras regarding this contract shall be governed by the City Charter and/or the Code. The City shall not be liable for payment of any additional costs unless the provisions of the City Charter and/or the Code are fully complied with. The provisions of the City Code can be found at

12. COMPLIANCE WITH CITY CODE PROVISIONS. The Contractor shall fully comply with the requirements of Sections 103-1 through 103-7 of the Code. Failure to so comply shall constitute a material breach of the terms of this Agreement, for which the City may unilaterally terminate the Agreement upon written notice to the Contractor. The provisions of the City Code can be found at

13. TERMINATION.If, through any cause, the Contractor shall fail to fulfill, in a timely and proper manner, its obligations under this Agreement, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Agreement, the City shall thereupon have the right to terminate this Agreement for cause by giving written notice to the Contractor of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In that event, all finished or unfinished reports, documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other material prepared by the Contractor and/or its subcontractors under this Agreement shall, at the option of the City, become its property, and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of termination. In the event that the Contractor shall cure the default in meeting its obligations prior to the expiration of the five day period, then the City shall not have the right to terminate and this Agreement shall continue in full force and effect.

The term "cause" includes, without limitation the following:

1)If the Contractor furnished any statement, representation, warranty or certification in connection with this Agreement, which is materially false, deceptive, incorrect, or incomplete.

2)If the Contractor fails to perform to the City's satisfaction any material requirement of the Agreement, or is in violation of any specific provision thereof.

Notwithstanding the above, the Contractor shall not be relieved of liability to the City for any damages sustained by the City by virtue of any breach of the Agreement by the Contractor, and the City may withhold any payment to the Contractor for the purposes of setoff until such time as the exact amount of damages due the City from the Contractor is determined.

14. GOVERNING LAWS. This Agreement shall be governed by the laws of the State of Connecticut.

15. GIFTS; POLITICAL CONTRIBUTIONS. During the term of this contract, including any extensions, the Contractor shall refrain from making gifts of money, property or services to any employee or appointed or elected official of the City of Stamford or the Stamford Board of Education or any appointed or elected official or employee of their Boards, Commissions Departments, Agencies of Authorities. All references to the Contractor shall include it officers, directors, employees and owners of more than 5% equity in the Contractor. Violation of this provision shall constitute a material breach of this Agreement, for which this Agreement may be summarily terminated.

16. FORCE MAJEURE. For purposes of this Agreement, an “Uncontrollable Circumstance” shall mean an event or condition, whether affecting the City or the Contractor, that has, or may reasonable be expected to have, a material adverse effect on the ability of either party to perform its respective obligations hereunder, but only if such event or condition is beyond the reasonable control, and the not the result of negligent action or lack of action by, the non-performing party. The following shall constitute an Uncontrollable Circumstance, as well as any other event which may be defined herein or which may meet the requirements of this definition: an event of force majeure such as war, strike, lock-out, labor dispute, flood, fire, explosion, drought, sabotage, riot, mass movement, general labor shortage, major breakdown, market conditions impinging on the adoption of a law or regulation by government authorities or enforcement of permit restrictions, or following any Act of God whether or not specified herein.

In the event one party is either completely or partially unable to perform its obligations hereunder due to an Uncontrollable Circumstance, such party shall not be liable toward the other party for any damages whatsoever, and shall not have the right to terminate this Agreement. However, any Uncontrollable Circumstance preventing a party from fulfilling the requirements of this Agreement shall not exempt such party from its obligations if it does not act diligently to remedy the situation in an appropriate and equitable manner. In the event such complete or partial inability to perform continues for a period exceeding two (2) months, the other party shall be entitled to terminate this Agreement by notice to this effect.

IN WITNESS WHEREOF, the parties have hereunto set their

hands and seals the day and year first above written.

Signed, sealed and delivered

in the presence of:

CITY OF STAMFORD

______

Witness

By______

Dannel P. Malloy

Mayor

______

Witness Date:______

WILLIMANTIC WASTE PAPER COMPANY, INC.

______

Witness

By______

Timothy DeVito Treasurer

______

Witness

Date:______

Approved as to Form:Approved as to Insurance:

______

B. RosenbergA. M. Mones

Asst. Corp. CounselRisk Manager

Date:______Date:______

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