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HomeMy WebLinkAbout169-12 RESOLUTIONRESOLUTION NO. 169-12 A RESOLUTION APPROVING ONE (1) YEAR EXTENSION AGREEMENTS WITH DEFFENBAUGH INDUSTRIES, HOG BOX AND WASTE MANAGEMENT OF NORTHWEST ARKANSAS TO HAUL AND DISPOSE OF SOLID WASTE AND RECYCLING IN THE CITY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby approves one (1) year extension agreements with Deffenbaugh Industries, Hog Box and Waste Management of Northwest Arkansas to haul and dispose of solid waste and recycling in the City. Copies of each of the agreements are attached to this Resolution and incorporated herein. PASSED and APPROVED this 21st day of August, 2012. APPROVED: ATTEST: 4§1eveheJ 26Mat SO DRA E. SMITH, City Clerk/Treasurer 57rtrr10( > •��� cU•• • FAYETTEVILLE; David Jurgens Submitted By City of Fayetteville Staff Review Form City Council Agenda items and Contracts, Leases or Agreements 21 -Aug -12 City Council Meeting Date Agenda Items Only Utilities Division Action Required: Utilities Department Approval a one year extension agreements with Deffenbaugh Industries, Hog Box, and Waste Management of Northwest Arkansas to haul and dispose of solid waste and recycling within the City of Fayetteville. Cost of this request Account Number Project Number Category 1 Project Budget Program Category / Project Name Funds Used to Date Program / Project Category Name Solid Waste Remaining Balance Fund Name Budgeted Item 0 Budget Adjustment Attached J Departnir t ' ire ttorney Finance and Internal Services Director D to Date E "6-2OtZ Date Date 245-08,12/16/08 55-07, 4/3/07 Previous Ordinance or Resolution # 157-07, 914/07 Original Contract Date: Original Contract Number: _)— "R4•._ t T` Received in City Clerk's Office Received in Mayor's Office Ftp Comments: Revised January 15, 2009 1277treville CITY COUNCIL AGENDA MEMO MEETING DATE OF AUGUST 21, 2012 THE CITY OF FAYETTEVILLE, ARKANSAS ARKANSAS www.accessfayetteville.org To: Fayetteville City Council Thru: Mayor Lioneld Jordan Don Marr, Chief of Staff From: David Jurgens, Utilities Director u Date: August 3, 2012 Subject: Approval of one year extension agreements with Deffenbaugh Industries, Hog Box, and Waste Management of Northwest Arkansas to haul and dispose of solid waste and recycling RECOMMENDATION .......... Staff recommends approval a one year extension agreements with Deffenbaugh Industries, Hog Box, and Waste Management of Northwest Arkansas to haul and dispose of solid waste and recycling within the City of Fayetteville. BACKGROUND The City allows private haulers to collect solid waste when there is an approved franchise agreement in place. The agreement allows the hauler to collect and haul solid waste in roll off style open top or roll off style compactor containers of at least 20 cubic yards or greater within the City of Fayetteville for a monthly fee of 10% of the gross revenue of services. The first agreement to haul and dispose of solid waste in the City of Fayetteville was executed with an outside vendor in 2004 for a term of 3 years. As of December 31, 2011, all franchise agreements have expired, but have been operating under informal letter extensions while the City evaluates the franchise hauling program. DISCUSSION A one year extension was requested by haulers while the City evaluates the franchise hauling program. Both City staff and haulers have had the opportunity to review and provide comments. Primary changes include: • To cover a one year term • Added recycling requirements and fee • Eliminated restriction on recyclable containers • Increased accountability on monthly/annual reporting • Paragraph 9 (FOIA and other legal liability issues) City staff also recommends that the "Recycling Fee" of 5% of gross revenue received for providing the hauling of recyclables shall not go into effect until the Solid Waste Ordinances are updated to add recycling under the franchise hauling program. This is expected to occur later this year. BUDGET IMPACT None. CC Memo 3Aug12 dj RESOLUTION NO. A RESOLUTION APPROVING ONE (1) YEAR EXTENSION AGREEMENTS WITH DEFFENBAUGH INDUSTRIES, HOG BOX AND WASTE MANAGEMENT OF NORTHWEST ARKANSAS TO HAUL AND DISPOSE OF SOLID WASTE AND RECYCLING IN THE CITY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby approves one (1) year extension agreements with Deffenbaugh Industries, Hog Box and Waste Management of Northwest Arkansas to haul and dispose of solid waste and recycling in the City. Copies of each of the agreements are attached to this Resolution and incorporated herein. PASSED and APPROVED this 21st day of August, 2012. APPROVED: ATTEST: By: By: LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer AGREEMENT TO HAUL AND DISPOSE OF SOLID WASTE & RECYCLING IN THE CITY OF FAYETTEVILLE This Agreement (the "Agreement"), is entered into on this a_‘ day of 2012, between the City of Fayetteville, Arkansas, a municipal corporation (the "City"), and TDP i (the "Hauler"), and shall be in full force and effect on the date first written abdve, City and Hauler agree as follows: 1. The term of this Agreement shall be for one (1) year, with the option to renew for one (1) additional year, unless otherwise terminated pursuant to the terms hereof. 2. Hauler agrees that from and after the original date of this Agreement, all customer service Agreements for facilities within the corporate Iimits of the City, excluding residential areas, entered into before or after the effective date of this Agreement, or renewed shall have terms of no more than one (1) year and any subsequent extensions shall be for terms of no more than one (1) year. No customer service Agreement shall extend the terms of this Agreement. 3. Hauler agrees and understands that it may only collect and haul solid waste using the type equipment commonly referred to as open -top roll -off style containers with capacities of twenty (20) cubic yards or greater, or roll -off style compactor containers with capacities of twenty (20) cubic yards or greater, containing waste generated from industrial, large commercial or construction/demolition activities, or which is classified as Special Waste, Hazardous Waste, grease or any other type Solid Waste which requires special handling or disposal as set forth in ADEQ Reg. No. 22. Hauler shall not collect any Class 1 or Class 4 material in other containers. Hauler agrees and understands that it may only collect and haul recyclables outside the residential recycling program. Unseparated recyclables shall not be allowed unless Hauler has been given authority by the City to do so on a program specific basis, approval to be determined by the appropriate department director. As of the signing of this agreement, there are two unseparated recycling programs that are approved: a) construction and demolition waste; and b) University of Arkansas event comingled containers. 4. In consideration of the right to provide the hauling of solid waste and/or recyclables described in Item #3 above, Hauler agrees and understands that it shall be required to pay a monthly fee of: a) ten (10%) percent (the "Solid Waste Fee") of the gross revenue received for providing solid waste hauling services b) five (5%) percent (the "Recycling Fee") of the gross revenue received for providing the hauling of the recyclables. 5. Hauler agrees and understands that it may utilize the City's transfer station for all Class 1 waste collected pursuant to this Agreement and shall deliver all Class 4 waste to a properly licensed landfill facility. Hauler shall pay all transfer station fees to the transfer station operator and all landfill fees to the landfill operator, as they may be established and amended, from time to time. 6. Hauler shall pay all fees due hereunder, along with submitting "Attachment A: Solid Waste Documentation", or page 1 of Attachment A in conjunction with an agreed upon vendor Page 1 of 6 generated report, 011 or before the 15th of each calendar month for the immediately preceding calendar month. Payments of fees received after the due date shall be assessed a 10% penalty per month. If Hauler fails to pay the fees within forty-five (45) days of the due date, the City may terminate this Agreement upon delivery of one (1) written notice to the Hauler. The supporting information shall be sufficient to demonstrate the accuracy of the fee calculation, and shall include the following information: (i) Hauler's worksheet calculating the fees remitted; (ii) a list of payments received from customers within the City; (iii) such list shall clearly indicate whether each payment was from a permanent or temporary customer, and (iv) the fee shall be based upon all activity from each customer account within the City, and shall include the normal billing charges for all free or discounted services (including those for non-profit organizations) including but not limited to delivery, pull charges, disposal charges, transportation charges, final pull charges, and return charges. With payment remittance, the City will review and obtain certain trade secret information, including rates, frequency of service, customer lists, and other customer information ("Confidential Information"). The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." This information will only be reviewed by City financial staff, and will not be made available to City solid waste staff. 7. Hauler shall pay all fees due hereunder, along with submitting "Attachment B: Recycling Documentation", on or before the 15t of each calendar month for the immediately preceding calendar month. Payments of fees received after the due date shall be assessed a 10% penalty per month. If Hauler fails to pay the fees within forty-five (45) days of the due date, the City may terminate this Agreement upon delivery of one (1) written notice to the Hauler. The supporting information shall be sufficient to demonstrate the accuracy of the fee calculation, and shall include the following information: (i) volumes of recycling collected, in tons, by commodity, with disposition by destination market, for all source separated recycling; (ii) for any approved non -source separated program, the Hauler shall submit to the City by June 30th on annual basis, copies of contracts with processing mills; (iii) for any approved non -source separated program, the amounts, in tons, of recycling collected within Fayetteville, with disposition by destination market. With payment remittance, the City will review and obtain certain trade secret information, including rates, frequency of service, customer lists, other customer information, and contracts with recyclers and processing mills ("Confidential Information"). The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." This information will only be reviewed by City financial staff, and will not be made available to City solid waste staff. Any Hauler found providing services for non -source separated recyclables without prior approval by the City shall be subject to a fee of $500.00. 8. The City shall have the right to conduct an audit of Hauler's customer files and records for all customers located within the City, provided that such audit privilege shall be limited to once per calendar quarter. If such audit reveals the Hauler should have paid at least 5% more than reported, the cost of the audit shall be paid by the Hauler to the City. During such audit, the City may review and obtain certain trade secret information, including rates, frequency of service, customer lists, and other customer information ("Confidential Information"). This information shall not be divulged to any third party by the City, its employees, officers, or elected officials without the express written consent of the Hauler, or as otherwise required by Iaw. The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Page 2 of 6 Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." This information will only be reviewed by City financial staff, and will not be made available to City solid waste staff. 9. The City will advise Hauler of any request for information which the City, at the City's sole discretion, determines to be non -disclosable or otherwise subject to an exemption from disclosure under the Arkansas Freedom of Information Act. If a court of competent jurisdiction determines that said requested information is disclosable or otherwise is not exempt from disclosure under the Arkansas Freedom of Information Act, the City will comply with said finding and notify Hauler. Discovery requests made to the City during the course of any litigation, or any other subpoena or court order issued to the City for information or records related to Hauler and this Agreement, shall be promptly made known to Hauler. 10. Hauler agrees and understands that it shall submit to the City by June 30th on an annual basis: (1) a list of all commercial vehicles used to provide services in the City; (ii) proof of appropriate vehicle registration; (iii) and proof of the insurance required under Section 16. 11. Hauler agrees and understands that it shall provide by June 30th on an annual basis: (i) a list of vehicle operators collecting and hauling waste in the City of Fayetteville; (ii) proof of their valid and appropriate commercial drivers' licenses; (iii) and the provision, maintenance, and implementation of a plan to ensure that the vehicle operators maintain their commercial driver's licenses in accordance with applicable federal and state laws. 12. Hauler agrees that it shall comply with all federal, state and local laws applicable to the safety, environmental and transportation matters related to providing solid waste collection services under this Agreement. Hauler agrees that all open -top roll -off style containers will be properly covered during transit on streets and highways within Fayetteville. 13. The City reserves the right to inspect all vehicles and containers to ensure that the vehicles are safe and well-maintained and that all containers are well-maintained and water tight, if necessary. 14. If Hauler utilizes the City's transfer station, Hauler agrees and understands that it shall be required to establish an individual credit or service relationship with the City of Fayetteville transfer station operator. Hauler agrees that it shall comply with all practices, policies and procedures as established by the transfer station operator from time to time. Any tipping fee deposits required by the transfer station or landfill operators shall be refunded, less any unpaid tipping fees, when the Hauler ceases hauling activities governed by this Agreement. 15. This Agreement has been entered into freely and voluntarily by Hauler which agrees to abide by all of the terms and conditions as a matter of contractual obligation pursuant to applicable City ordinances. This is a contractual Agreement and is not intended to be part of or relate in any way to any license or ordinance created pursuant to A.C.A. §26-77-102. 16. Neither this Agreement, nor any rights or obligations hereunder may be assigned or transferred to any third part or affiliate. 17. For the purpose of this contract, the Point of Contact for the City of Fayetteville shall be the City's Utilities Director. The Point of Contact for the Hauler shall be Page 3 of 6 . Communications pertaining to day-to-day aspects of this contract shall be through these individuals. Either party may change its designated Point of Contact upon ten (10) days prior written notice to the other party. 18. Hauler agrees to protect, indemnify, defend and save harmless the City, its officials, officers, employees, agents, subcontractors, representatives and assigns from any loss, claim, liability, penalty, fine, forfeiture, demand cause of action, suit and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), to the extent caused by (i) Hauler's breach of any term, condition, covenant or warranty contained in this Agreement, or (ii) Hauler's negligent act or omission or willful misconduct related to the delivery of waste to the City transfer station or a properly licensed landfill facility. 19. Insurance: Hauler shall maintain the following insurance coverage during the term of this Agreement: a) Hauler shall provide and maintain, during the term of this Agreement, comprehensive general liability insurance, to protect against all claims arising out of the performance of its services hereunder that result in bodily injury, death or property damage. The policy or policies shall contain a clause that the insurer will not cancel or decrease the insurance coverage without first giving the City sixty (60) days notice in writing. b) Upon written request, Hauler shall furnish the City with evidence that the insurance required of it is in force. c) City will be added as an additional insured on General Liability and Auto Liability policies. d) The types of coverage and limits of liability of all insurance required herein shall be a follows: COVERAGE LIMITS OF LIABILITY Workmen's Compensation Statutory Employer's Liability $500,000 Bodily Injury Liability except Automobile $1,000,000 each occurrence Property Damage Liability Except Automobile $1,000,000 each aggregate Automobile Bodily Injury $1,000,000 each person Comprehensive General Liability $1,000,000 each occurrence Automobile Property Damage Liability $1,000,000 each occurrence Excess Umbrella Liability $1,000,000 each occurrence 20. Termination: a) Except as otherwise provided herein, if Hauler breaches this Agreement or defaults in the performance of any of the requirement or conditions contained herein, and such breach continues for fifteen (15) days after the City has given the Hauler written notice of such breach or default, the City may: (i) terminate this Page 4 of 6 a) Except as otherwise provided herein, if Hauler breaches this Agreement or defaults in the performance of any of the requirement or conditions contained herein, and such breach continues for fifteen (15) days after the City has given the Hauler written notice of such breach or default, the City may: (i) terminate this Agreement no sooner than thirty (30) days after the date of written notice of such breach or default; (ii) cure the breach or default at the expense of the Hauler; and/or (iii) exercise any right or remedy to which it may be entitled by law. b) The City may terminate this Agreement upon written notice to the Hauler if the Hauler makes an assignment for the benefit of creditors, or files a voluntary petition in bankruptcy, receivership or insolvency, or files an answer in any involuntary proceeding of that nature admitting the material allegations of the petition, or if a proceeding in bankruptcy, receivership or insolvency shall be instituted and such proceeding is not dismissed within sixty (60) days. c) In the event that this Agreement is terminated for any reason, any amounts payable to the City by Hauler for services rendered for any reason whatsoever shall become immediately due and payable as of the date of such termination. 21. All notices required or permitted under this contract shall be submitted in writing to the other party of this contract, by U.S. Mail, which notice shall be effective three (3) days after deposit therein addressed to the following: City of Fayetteville Utilities Director 113 West Mountain Street Fayetteville, AR 72701 Attn: ,9h/ 761 &Loa d ae,ye f 149 /92 Q,P754,5- 22. Hauler agrees and understands that this Agreement and documents submitted to the City pursuant hereto are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville requesting such non-exempt documents, such non-exempt documents shall be provided in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (Ark. Code Ann. § 25-19-101 et seq.). Only legally authorized photocopying costs may be assessed for this compliance. 23. This Agreement shall be interpreted according to and enforced under the laws of the State of Arkansas. Capitalized terms herein shall have the same meaning as set forth in ADEQ Reg. No. 22. 24. A waiver by either party of any of the terms or conditions herein shall be limited to that particular instance, and shall not be construed as a general waiver of either party's right to seek appropriate remedies for any other breaches by either party. 25. Each paragraph of the Agreement is severable from all other paragraphs. In the event any court of competent jurisdiction determines that any paragraph or subparagraph is invalid or unenforceable for any reason, all remaining paragraphs and subparagraphs shall remain in full force and effect. 26. This contract constitutes the entire understanding of the parties and no Notification or variation of the terms of this contract shall be valid unless made in writing and signed by the duly authorized agents of the City of Fayetteville and the Hauler. Page 5 of 6 • 27. Each of the undersigned warrants that he or she has the full right, power, and authority to execute this contract on behalf of the party indicated for the purposes herein contained. 28. To the extent a definition or a specific term is not provided herein but is nonetheless required by the context, it is the intention of the parties to incorporate herein the definitions contained in applicable law and regulation in effect as the date hereof, except to the extent subsequent law or regulation shall expressly or implicitly mandate a revised definition. 29. The obligations of the parties to this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, shall survive the termination (for any reason), cancellation or expiration of this Agreement. IN WITNESS WHEREOF, we have hereunto set our hands on the date first written above. CITY OF FA, TTEVILLEk ,AvA4.j. r By: ` .��, By: o ti�l IYi s ON LD JO Mayor ATTEST: By: SONDRA SMITH, City Clerk By: Page 6 of 6 AGREEMENT TO HAUL AND DISPOSE OF SOLID WASTE & RECYCLING IN THE CITY OF FAYETTEVILLE This Agreement (the "Agreement"), is entered into on this tr, day of U6457 ,?oil 2012, between the City of Fayetteville, Arkansas, a municipal corporation (the "City"), and , r& Co- 4, \ 6-Zol, (the "Hauler"), and shall be in full force and effect on the date first written above, City and Hauler agree as follows: 1. The term of this Agreement shall be for one (1) year, with the option to renew for one (1) additional year, unless otherwise terminated pursuant to the terms hereof. 2. Hauler agrees that from and after the original date of this Agreement, all customer service Agreements for facilities within the corporate limits of the City, excluding residential areas, entered into before or after the effective date of this Agreement, or renewed shall have terms of no more than one (1) year and any subsequent extensions shall be for terms of no more than one (1) year. No customer service Agreement shall extend the terms of this Agreement. 3. Hauler agrees and understands that it may only collect and haul solid waste using the type equipment commonly referred to as open -top roll -off style containers with capacities of twenty (20) cubic yards or greater, or roll -off style compactor containers with capacities of twenty (20) cubic yards or greater, containing waste generated from industrial, large commercial or construction/demolition activities, or which is classified as Special Waste, Hazardous Waste, grease or any other type Solid Waste which requires special handling or disposal as set forth in ADEQ Reg. No. 22. Hauler shall not collect any Class 1 or Class 4 material in other containers. Hauler agrees and understands that it may only collect and haul recyclables outside the residential recycling program. Unseparated recyclables shall not be allowed unless Hauler has been given authority by the City to do so on a program specific basis, approval to be determined by the appropriate department director. As of the signing of this agreement, there are two unseparated recycling programs that are approved: a) construction and demolition waste; and b) University of Arkansas event comingled containers. 4. In consideration of the right to provide the hauling of solid waste and/or recyclables described in Item #3 above, Hauler agrees and understands that it shall be required to pay a monthly fee of: a) ten (10%) percent (the "Solid Waste Fee") of the gross revenue received for providing solid waste hauling services b) five (5%) percent (the "Recycling Fee") of the gross revenue received for providing the hauling of the recyclables. 5. Hauler agrees and understands that it may utilize the City's transfer station for all Class 1 waste collected pursuant to this Agreement and shall deliver all Class 4 waste to a properly licensed landfill facility. Hauler shall pay all transfer station fees to the transfer station operator and all landfill fees to the landfill operator, as they may be established and amended, from time to time. 6. Hauler shall pay all fees due hereunder, along with submitting "Attachment A: Solid Waste Documentation", or page 1 of Attachment A in conjunction with an agreed upon vendor Page 1 of 6 generated report, on or before the 15th of each calendar month for the immediately preceding calendar month. Payments of fees received after the due date shall be assessed a 10% penalty per month. If Hauler fails to pay the fees within forty-five (45) clays of the due date, the City may terminate this Agreement upon delivery of one (1) written notice to the Hauler, The supporting information shall be sufficient to demonstrate the accuracy of the fee calculation, and shall include the following information: (i) Hauler's worksheet calculating the fees remitted; (ii) a list of payments received from customers within the City; (iii) such Iist shall clearly indicate whether each payment was from a permanent or temporary customer, and (iv) the fee shall be based upon all activity from each customer account within the City, and shall include the normal billing charges for all free or discounted services (including those for non-profit organizations) including but not limited to delivery, pull charges, disposal charges, transportation charges, final pull charges, and return charges. With payment remittance, the City will review and obtain certain trade secret information, including rates, frequency of service, customer lists, and other customer information ("Confidential Information"). The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." This information will only be reviewed by City financial staff, and will not be made available to City solid waste staff. 7. Hauler shall pay all fees due hereunder, along with submitting "Attachment B: Recycling Documentation", on or before the 15th of each calendar month for the immediately preceding calendar month. Payments of fees received after the due date shall be assessed a 10% penalty per month. If Hauler fails to pay the fees within forty-five (45) days of the due date, the City may terminate this Agreement upon delivery of one (1) written notice to the Hauler. The supporting information shall be sufficient to demonstrate the accuracy of the fee calculation, and shall include the following information: (i) volumes of recycling collected, in tons, by commodity, with disposition by destination market, for all source separated recycling; (ii) for any approved non -source separated program, the Hauler shall submit to the City by June 30th on annual basis, copies of contracts with processing mills; (iii) for any approved non - source separated program, the amounts, in tons, of recycling collected within Fayetteville, with disposition by destination market. With payment remittance, the City will review and obtain certain trade secret information, including rates, frequency of service, customer lists, other customer information, and contracts with recyclers and processing mills ("Confidential Information"). The City asserts this information is exempt from disclosure under the Arkansas Freedom of information Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." This information will only be reviewed by City financial staff, and will not be made available to City solid waste staff. Any Hauler found providing services for non -source separated recyclables without prior approval by the City shall be subject to a fee of $500.00. 8. The City shall have the right to conduct an audit of Hauler's customer files and records for all customers located within the City, provided that such audit privilege shall be limited to once per calendar quarter. If such audit reveals the Hauler should have paid at least 5% more than reported, the cost of the audit shall be paid by the Hauler to the City. During such audit, the City may review and obtain certain trade secret information, including rates, frequency of service, customer lists, and other customer information ("Confidential Information"). This information shall not be divulged to any third party by the City, its employees, officers, or elected officials without the express written consent of the Hauler, or as otherwise required by law. The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Page 2 of 6 Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." This information will only be reviewed by City financial staff, and will not be made available to City solid waste staff. 9. The City will advise Hauler of any request for information which the City, at the City's sole discretion, determines to be non -disclosable or otherwise subject to an exemption from disclosure under the Arkansas Freedom of Information Act. If a court of competent jurisdiction determines that said requested information is disclosable or otherwise is not exempt from disclosure under the Arkansas Freedom of Information Act, the City will comply with said finding and notify Hauler. Discovery requests made to the City during the course of any litigation, or any other subpoena or court order issued to the City for information or records related to Hauler and this Agreement, shall be promptly made known to Hauler. 10. Hauler agrees and understands that it shall submit to the City by June 30th on an annual basis: (i) a list of all commercial vehicles used to provide services in the City; (ii) proof of appropriate vehicle registration; (iii) and proof of the insurance required under Section 16. 11. Hauler agrees and understands that it shall provide by June 30th on an annual basis: (i) a list of vehicle operators collecting and hauling waste in the City of Fayetteville; (ii) proof of their valid and appropriate commercial drivers' licenses; (iii) and the provision, maintenance, and implementation of a plan to ensure that the vehicle operators maintain their commercial driver's licenses in accordance with applicable federal and state laws. 12. Hauler agrees that it shall comply with all federal, state and local laws applicable to the safety, environmental and transportation matters related to providing solid waste collection services under this Agreement. Hauler agrees that all open -top roll -off style containers will be properly covered during transit on streets and highways within Fayetteville. 13. The City reserves the right to inspect all vehicles and containers to ensure that the vehicles are safe and well-maintained and that all containers are well-maintained and water tight, if necessary. 14. If Hauler utilizes the City's transfer station, Hauler agrees and understands that it shall be required to establish an individual credit or service relationship with the City of Fayetteville transfer station operator. Hauler agrees that it shall comply with all practices, policies and procedures as established by the transfer station operator from time to time. Any tipping fee deposits required by the transfer station or landfill operators shall be refunded, less any unpaid tipping fees, when the Hauler ceases hauling activities governed by this Agreement. 15. This Agreement has been entered into freely and voluntarily by Hauler which agrees to abide by all of the terms and conditions as a matter of contractual obligation pursuant to applicable City ordinances. This is a contractual Agreement and is not intended to be part of or relate in any way to any license or ordinance created pursuant to A.C.A. §26-77-102. 16. Neither this Agreement, nor any rights or obligations hereunder may be assigned or transferred to any third part or affiliate. 17. For the purpose of this contract, the Point of Contact for the City of Fayetteville shall be the City's Utilities Director. The Point of Contact for the Hauler shall be Page 3of6 1T1g1 De.--,ve,c5egy . Communications pertaining to day-to-day aspects of this contract shall be through/ these individuals. Either party may change its designated Point of Contact upon ten (10) days prior written notice to the other party. 18. Hauler agrees to protect, indemnify, defend and save harmless the City, its officials, officers, employees, agents, subcontractors, representatives and assigns from any loss, claim, liability, penalty, fine, forfeiture, demand cause of action, suit and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), to the extent caused by (i) Hauler's breach of any term, condition, covenant or warranty contained in this Agreement, or (ii) Hauler's negligent act or omission or willful misconduct related to the delivery of waste to the City transfer station or a properly licensed landfill facility. 19. Insurance: Hauler shall maintain the following insurance coverage during the term of this Agreement: a) Hauler shall provide and maintain, during the term of this Agreement, comprehensive general liability insurance, to protect against all claims arising out of the performance of its services hereunder that result in bodily injury, death or property damage. The policy or policies shall contain a clause that the insurer will not cancel or decrease the insurance coverage without first giving the City sixty (60) days notice in writing. b) Upon written request, Hauler shall furnish the City with evidence that the insurance required of it is in force. c) City will be added as an additional insured on General Liability and Auto Liability policies. d) The types of coverage and limits of liability of all insurance required herein shall be a follows: COVERAGE LIMITS OF LIABILITY Workmen's Compensation Statutory Employer's Liability $500,000 Bodily Injury Liability except Automobile $1,000,000 each occurrence Property Damage Liability Except Automobile $1,000,000 each aggregate Automobile Bodily Injury $1,000,000 each person Comprehensive General Liability $1,000,000 each occurrence Automobile Property Damage Liability $1,000,000 each occurrence Excess Umbrella Liability $1,000,000 each occurrence 20. Termination: a) Except as otherwise provided herein, if Hauler breaches this Agreement or defaults in the performance of any of the requirement or conditions contained herein, and such breach continues for fifteen (15) days after the City has given the Hauler written notice of such breach or default, the City may: (i) terminate this Page 4 of 6 Agreement no sooner than thirty (30) days after the date of written notice of such breach or default; (ii) cure the breach or default at the expense of the Hauler; and/ or (iii) exercise any right or remedy to which it may be entitled by law. b) The City may terminate this Agreement upon written notice to the Hauler if the Hauler makes an assignment for the benefit of creditors, or files a voluntary petition in bankruptcy, receivership or insolvency, or files an answer in any involuntary proceeding of that nature admitting the material allegations of the petition, or if a proceeding in bankruptcy, receivership or insolvency shall be instituted and such proceeding is not dismissed within sixty (60) days. c) In the event that this Agreement is terminated for any reason, any amounts payable to the City by Hauler for services rendered for any reason whatsoever shall become immediately due and payable as of the date of such termination. 21. All notices required or permitted under this contract shall be submitted in writing to the other party of this contract, by U.S. Mail, which notice shall be effective three (3) days after deposit therein addressed to the following: City of Fayetteville Utilities Director 113 West Mountain Street Fayetteville, AR 72701 )106.4 feAce-eo.M, SBA -Box Attn:. zr4.s t'cseKy &isa 5, C{ry L occ fAyerl€d/ /I2 "7Z( 22. Hauler agrees and understands that this Agreement and documents submitted to the City pursuant hereto are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville requesting such non-exempt documents, such non-exempt documents shall be provided in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (Ark. Code Ann. § 25-19-101 et seq.). Only legally authorized photocopying costs may be assessed for this compliance. 23. This Agreement shall be interpreted according to and enforced under the laws of the State of Arkansas. Capitalized terms herein shall have the same meaning as set forth in ADEQ Reg. No. 22. 24. A waiver by either party of any of the terms or conditions herein shall be limited to that particular instance, and shall not be construed as a general waiver of either party's right to seek appropriate remedies for any other breaches by either party. 25. Each paragraph of the Agreement is severable from all other paragraphs. In the event any court of competent jurisdiction determines that any paragraph or subparagraph is invalid or unenforceable for any reason, all remaining paragraphs and subparagraphs shall remain in full force and effect. 26. This contract constitutes the entire understanding of the parties and no Notification or variation of the terms of this contract shall be valid unless made in writing and signed by the duly authorized agents of the City of Fayetteville and the Hauler. 27. Each of the undersigned warrants that he or she has the full right, power, and authority to execute this contract on behalf of the party indicated for the purposes herein contained. Page 5 of 6 28. To the extent a definition or a specific term is not provided herein but is nonetheless required by the context, it is the intention of the parties to incorporate herein the definitions contained in applicable law and regulation in effect as the date hereof, except to the extent subsequent law or regulation shall expressly or implicitly mandate a revised definition. 29. The obligations of the parties to this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, shall survive the termination (for any reason), cancellation or expiration of this Agreement. IN WITNESS WHEREOF, we have hereunto set our hands on the dateilfirst) written above. CITY OF FA ETTEVILLE P74r�yG lird- 6. JNA. d) kficx B N LD JO 'er , Mayor ATTEST: By: SONDRA SMITH, City Clerk `11111111t1tPli � OffR Pp,PP+ FAY ETTEVILLEC, 068 ,�1k;NG .0.0 President By: ---filict,,,2tt- Page 6 of 6 AGREEMENT TO HAUL AND DISPOSE OF SOLID WASTE & RECYCLING IN THE CITY OF FAYETTEVILLE This Agreement (the "Agreement"), is entered into on this Si" day of 2012, between the City of Fayetteville, Arkansas, a municipal corporation (the "City"), an Waste Management of Arkansas, Inc. (the "Hauler"), and shall be in full force and effect on the date first written above, City and Hauler agree as follows: 1. The term of this Agreement shall be for one (1) year, with the option to renew for one (1) additional year, unless otherwise terminated pursuant to the terms hereof. 2. Hauler agrees that from and after the original date of this Agreement, all customer service Agreements for facilities within the corporate limits of the City, excluding residential areas, entered into before or after the effective date of this Agreement, or renewed shall have terms of no more than one (1) year and any subsequent extensions shall be for terms of no more than one (1) year. No customer service Agreement shall extend the terms of this Agreement. 3. Hauler agrees and understands that it may only collect and haul solid waste using the type equipment commonly referred to as open -top roll -off style containers with capacities of twenty (20) cubic yards or greater, or roll -off style compactor containers with capacities of twenty (20) cubic yards or greater, containing waste generated from industrial, large commercial or construction/demolition activities, or which is classified as Special Waste, Hazardous Waste, grease or any other type Solid Waste which requires special handling or disposal as set forth in ADEQ Reg. No. 22. Hauler shall not collect any Class 1 or Class 4 material in other containers. Hauler agrees and understands that it may only collect and haul recyclables outside the residential recycling program. Unseparated recyclables shall not be allowed unless Hauler has been given authority by the City to do so on a program specific basis, approval to be determined by the appropriate department director. As of the signing of this agreement, there are two unseparated recycling programs that are approved: a) construction and demolition waste; and b) University of Arkansas event comingled containers. 4. In consideration of the right to provide the hauling of solid waste and/or recyclables described in Item #3 above, Hauler agrees and understands that it shall be required to pay a monthly fee of: a) ten (10%) percent (the "Solid Waste Fee") of the gross revenue received for providing solid waste hauling services b) five (5%) percent (the "Recycling Fee") of the gross revenue received for providing the hauling of the recyclables. 5. Hauler agrees and understands that it may utilize the City's transfer station for all Class 1 waste collected pursuant to this Agreement and shall deliver all Class 4 waste to a properly licensed landfill facility. Hauler shall pay all transfer station fees to the transfer station operator and all landfill fees to the landfill operator, as they may be established and amended, from time to time. 6. Hauler shall pay all fees due hereunder, along with submitting "Attachment A: Solid Waste Documentation", or page 1 of Attachment A in conjunction with an agreed upon vendor Page 1 of 6 generated report, on or before the 15`x' of each calendar month for the immediately preceding calendar month. Payments of fees received after the due date shall be assessed a 10% penalty per month. If Hauler fails to pay the fees within forty-five (45) days of the due date, the City may terminate this Agreement upon delivery of one (1) written notice to the Hauler. The supporting information shall be sufficient to demonstrate the accuracy of the fee calculation, and shall include the following information: (i) Hauler's worksheet calculating the fees remitted; (ii) a list of payments received from customers within the City; (iii) such list shall clearly indicate whether each payment was from a permanent or temporary customer, and (iv) the fee shall be based upon all activity from each customer account within the City, and shall include the normal billing charges for all free or discounted services (including those for non-profit organizations) including but not limited to delivery, pull charges, disposal charges, transportation charges, final pull charges, and return charges. With payment remittance, the City will review and obtain certain trade secret information, including rates, frequency of service, customer lists, and other customer information ("Confidential Information"). The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." This information will only be reviewed by City financial staff, and will not be made available to City solid waste staff. 7. Hauler shall pay all fees due hereunder, along with submitting "Attachment B: Recycling Documentation", on or before the 15th of each calendar month for the immediately preceding calendar month. Payments of fees received after the due date shall be assessed a 10% penalty per month. If Hauler fails to pay the fees within forty-five (45) days of the due date, the City may terminate this Agreement upon delivery of one (1) written notice to the Hauler. The supporting information shall be sufficient to demonstrate the accuracy of the fee calculation, and shall include the following information: (i) volumes of recycling collected, in tons, by commodity, with disposition by destination market, for all source separated recycling; (ii) for any approved non -source separated program, the Hauler shall submit to the City by June 30th on annual basis, copies of contracts with processing mills; (iii) for any approved non -source separated program, the amounts, in tons, of recycling collected within Fayetteville, with disposition by destination market. With payment remittance, the City will review and obtain certain trade secret information, including rates, frequency of service, customer lists, other customer information, and contracts with recyclers and processing mills ("Confidential Information"). The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." This information will only be reviewed by City financial staff, and will not be made available to City solid waste staff. Any Hauler found providing services for non -source separated recyclables without prior approval by the City shall be subject to a fee of $500.00. 8. The City shall have the right to conduct an audit of Hauler's customer files and records for all customers located within the City, provided that such audit privilege shall be limited to once per calendar quarter. If such audit reveals the Hauler should have paid at least 5% more than reported, the cost of the audit shall be paid by the Hauler to the City. During such audit, the City may review and obtain certain trade secret information, including rates, frequency of service, customer lists, and other customer information ("Confidential Information"). This information shall not be divulged to any third party by the City, its employees, officers, or elected officials without the express written consent of the Hauler, or as otherwise required by law. The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Page 2 of 6 Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." This information will only be reviewed by City financial staff, and will not be made available to City solid waste staff. 9. The City will advise Hauler of any request for information which the City, at the City's sole discretion, determines to be non -disclosable or otherwise subject to an exemption from disclosure under the Arkansas Freedom of Information Act. If a court of competent jurisdiction determines that said requested information is disclosable or otherwise is not exempt from disclosure under the Arkansas Freedom of Information Act, the City will comply with said finding and notify Hauler. Discovery requests made to the City during the course of any litigation, or any other subpoena or court order issued to the City for information or records related to Hauler and this Agreement, shall be promptly made known to Hauler. 10. Hauler agrees and understands that it shall submit to the City by June 30th on an annual basis: (i) a list of all commercial vehicles used to provide services in the City; (ii) proof of appropriate vehicle registration; (iii) and proof of the insurance required under Section 16. 11. Hauler agrees and understands that it shall provide by June 30th on an annual basis: (i) a list of vehicle operators collecting and hauling waste in the City of Fayetteville; (11) proof of their valid and appropriate commercial drivers' licenses; (iii) and the provision, maintenance, and implementation of a plan to ensure that the vehicle operators maintain their commercial driver's licenses in accordance with applicable federal and state laws. 12. Hauler agrees that it shall comply with all federal, state and local laws applicable to the safety, environmental and transportation matters related to providing solid waste collection services under this Agreement. Hauler agrees that all open -top roll -off style containers will be properly covered during transit on streets and highways within Fayetteville. 13. The City reserves the right to inspect all vehicles and containers to ensure that the vehicles are safe and well-maintained and that all containers are well-maintained and water tight, if necessary. 14. If Hauler utilizes the City's transfer station, Hauler agrees and understands that it shall be required to establish an individual credit or service relationship with the City of Fayetteville transfer station operator. Hauler agrees that it shall comply with all practices, policies and procedures as established by the transfer station operator from time to time. Any tipping fee deposits required by the transfer station or landfill operators shall be refunded, less any unpaid tipping fees, when the Hauler ceases hauling activities governed by this Agreement. 15. This Agreement has been entered into freely and voluntarily by Hauler which agrees to abide by all of the terms and conditions as a matter of contractual obligation pursuant to applicable City ordinances. This is a contractual Agreement and is not intended to be part of or relate in any way to any license or ordinance created pursuant to A.C.A. §26-77-102. 16. Neither this Agreement, nor any rights or obligations hereunder may be assigned or transferred to any third part or affiliate. 17. For the purpose of this contract, the Point of Contact for the City of Fayetteville shall be the City's Utilities Director. The Point of Contact for the Hauler shall be the District Mananger. Page 3 of 6 Communications pertaining to day-to-day aspects of this contract shall be through these individuals. Either party may change its designated Point of Contact upon ten (10) days prior written notice to the other party. 18. Hauler agrees to protect, indemnify, defend and save harmless the City, its officials, officers, employees, agents, subcontractors, representatives and assigns from any loss, claim, liability, penalty, fine, forfeiture, demand cause of action, suit and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), to the extent caused by (i) Hauler's breach of any term, condition, covenant or warranty contained in this Agreement, or (ii) Hauler's negligent act or omission or willful misconduct related to the delivery of waste to the City transfer station or a properly licensed landfill facility. 19. Insurance: Hauler shall maintain the following insurance coverage during the term of this Agreement: a) Hauler shall provide and maintain, during the term of this Agreement, comprehensive general liability insurance, to protect against all claims arising out of the performance of its services hereunder that result in bodily injury, death or property damage. The policy or policies shall contain a clause that the insurer will not cancel or decrease the insurance coverage without first giving the City sixty (60) days notice in writing. b) Upon written request, Hauler shall furnish the City with evidence that the insurance required of it is in force. c) City will be added as an additional insured on General Liability and Auto Liability policies. d) The types of coverage and limits of liability of all insurance required herein shall be a follows: COVERAGE LIMITS OF LIABILITY Workmen's Compensation Statutory Employer's Liability $500,000 Bodily Injury Liability except Automobile $1,000,000 each occurrence Property Damage Liability Except Automobile $1,000,000 • each aggregate Automobile Bodily Injury $1,000,000 each person Comprehensive General Liability $1,000,000 each occurrence Automobile Property Damage Liability $1,000,000 each occurrence Excess Umbrella Liability $1,000,000 each occurrence 20. Termination: a) Except as otherwise provided herein, if Hauler breaches this Agreement or defaults in the performance of any of the requirement or conditions contained herein, and such breach continues for fifteen (15) days after the City has given the Hauler written notice of such breach or default, the City may: (i) terminate this Page 4 of 6 Agreement no sooner than thirty (30) days after the date of written notice of such breach or default; (ii) cure the breach or default at the expense of the Hauler; and/or (iii) exercise any right or remedy to which it may be entitled by law. b) The City may terminate this Agreement upon written notice to the Hauler if the Hauler makes an assignment for the benefit of creditors, or files a voluntary petition in bankruptcy, receivership or insolvency, or files an answer in any involuntary proceeding of that nature admitting the material allegations of the petition, or if a proceeding in bankruptcy, receivership or insolvency shall be instituted and such proceeding is not dismissed within sixty (60) days. c) In the event that this Agreement is terminated for any reason, any amounts payable to the City by Hauler for services rendered for any reason whatsoever shall become immediately due and payable as of the date of such termination. 21. All notices required or permitted under this contract shall be submitted in writing to the other party of this contract, by U.S. Mail, which notice shall be effective three (3) days after deposit therein addressed to the following: City of Fayetteville Waste Management Utilities Director Attn: Market Area Vice President 113 West Mountain Street 2555 Meridian Blvd, Suite 200 Fayetteville, AR 72701 Franklin, TN 37067 22. Hauler agrees and understands that this Agreement and documents submitted to the City pursuant hereto are subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville requesting such non-exempt documents, such non-exempt documents shall be provided in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (Ark. Code Ann. § 25-19-101 et seq.). Only legally authorized photocopying costs may be assessed for this compliance. 23. This Agreement shall be interpreted according to and enforced under the laws of the State of Arkansas. Capitalized terms herein shall have the same meaning as set forth in ADEQ Reg. No. 22. 24. A waiver by either party of any of the terms or conditions herein shall be limited to that particular instance, and shall not be construed as a general waiver of either party's right to seek appropriate remedies for any other breaches by either party. 25. Each paragraph of the Agreement is severable from all other paragraphs. In the event any court of competent jurisdiction determines that any paragraph or subparagraph is invalid or unenforceable for any reason, all remaining paragraphs and subparagraphs shall remain in full force and effect. 26. This contract constitutes the entire understanding of the parties and no Notification or variation of the terms of this contract shall be valid unless made in writing and signed by the duly authorized agents of the City of Fayetteville and the Hauler. 27. Each of the undersigned warrants that he or she has the full right, power, and authority to execute this contract on behalf of the party indicated for the purposes herein contained. Page 5 of 6 28. To the extent a definition or a specific term is not provided herein but is nonetheless required by the context, it is the intention of the parties to incorporate herein the definitions contained in applicable law and regulation in effect as the date hereof, except to the extent subsequent law or regulation shall expressly or implicitly mandate a revised definition. 29. The obligations of the parties to this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, shall survive the termination (for any reason), cancellation or expiration of this Agreement. IN WITNESS WHEREOF, we have hereunto set our hands on the date first written above. CITY OF FA ETTEVILLE WASTE MANAGEMENT By: By: L N LD JO , ayor IM WELLS, Vice President ATTEST: 7/7 By:4 By: SONDRA SMITH, City Clerk Page 6 of 6 Attachment A: Solid Waste Documentation Due on or before the 15th of each calendar month for the immediately preceding calendar month. Payments of the fees received after the due date shall be assessed a 10% penalty per month. Hauler: Month/Year: 1 Number of permanent customer accounts within Fayetteville City limits for the month reported. 2 Number of temporary customer accounts within Fayetteville City limits for the month reported. 3 Total number of containers placed with all your customer accounts within Fayetteville City limits for the month reported. 4 For each account identified above, please complete page two of this attachment. 5 Page two of this attachment should include all normal billing charges for free, donated, or discounted services. These normal billing charges should include but not be limited to delivery, pull charges, disposal charges, transportation charges, 6 Total fee remitted to the City of Fayetteville for the month reported. (10% of gross revenue received for month) I swear or affirm that all of the information provided above and on all attached form is true, correct, and complete to the best of my knowledge and belief. The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Act as the information meets the exemption for records that "if disclosed would give advantage to competitors. " Printed Name Title Signature Phone Number Date Attachment A: Solid Waste Documentation Page 1 of 2 Attachment A: Solid Waste Documentation Solid Waste Revenue Monthly Report Man JilDate Customer # Customer Name Temp/Penn Total Total Pulls Monthly Revenues Billing Charges for Containers OonatedlDiscounted Total Monthly Revenues & Billing Charges 10% Fee to be Remitted to the City The City asserts this information is exempt from disclosure under the Arkansas Freedom of information Act as the information meets the exemption for records that 7f disclosed would give advantage to competitors." Alachment A: Solid Waste Documentation Page 2 of 2 Attachment B: Recycling Documentation Hauler_ Month!Year: Processor.l Mllf. Number .. Totall grss, . - -• ...,... .City State of Loads End Market l Use To Aluminum Cans Mixed Glass Cardboard Chipboard Clear Glass Green Glass Mixed paper Newspaper Steel Cans Scrap Metal #1 Bottles #2 Bottles # 3-7 Bottles Other: Other: Recycling Totals: (swear or affirm that all of the information provided above and on all attached form is true, correct, and complete to the best of my knowledge and The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Act as the information meets the exemption for records that "if disclosed would give advantage to competitors. Attachment B: Recycling Documentation Page 1 of 2 Attachment B: Recycling Documentation Recycling Revenue Monthly Report Total Billing Charges for ;MoitthiC ate Customer # Customer Name Temp/Perm Total Pulls Monthly Revenues Containers 6onatedlpiscounted Total Monthly Revenues & Billing Charges 5"/ Fee to be Remitted to the City The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Act as the information meets the exemption for records that if disclosed would give advantage to competitors." Attachment B: Recycling Documentation Page 2 of 2 22'+- 09 + (q_t'a January 4, 2013 RE: Waste Management Owners and Contractors Protective Liability Policy Dear Insurance Administrator: Enclosed you will find the OCP Policy for 01/01/2013 through 01/01/2014 per your contract with Waste Management. Please retain this for your records. If this policy is no longer needed, please return the policy to my attention. If you need additional information or have any questions, please contact me at (713) 458- 5253 or goncog@lockton.com. Thank you. Kindest regards, Gayle Oncog Technical Services Assistant Enclosures LoCKTON COMPANIES, LLC 5847 San Felipe, Suite 320 / Houston, TX 77057-3183 71345&5200/ FAX: 713.45&5299 uwv.lockton.com ACE GROUP Owners And Contractors Protective A ACE American Insurance Company 436Walnucsueec Railroad Protective P. O. Box 1000 Philadelphia, PA 19106.3703 Liability Declarations POLICY NUMBER: 0CP G2701558A EXPIRING POLICY NUMBER: 0CP 626437787 Renewal ITEM ONE Named Insured: City of Fayetteville Address: 113 W. Mountain Street Fayetteville, AR 72701-6083 Producer Number: 272474 Producer Name: Lock ton Companies, LLC Producer Address: 5847 San Felipe Plaza, Suite 320, Houston, TX 77057 Commission: Nil Form of Business: ❑ Corporation ❑ Limited Liability Company ® Other Municipality Named Insured's business: Government Policy Period: Policy covers from 01/01/2013 to 01/01/2014 12:01 am standard time at the named insured's address stated above. Audit Period: NIA, unless otherwise stated: ❑ Semi -Annual ❑ Quarterly ❑ Total Advance Premium (including surcharges): $Included in HD0 G27015189 Refer to Surcharge Schedule for surcharge amounts. LD-25417 (09/10) Copyright, Insurance Services Office, Inc. 2000 ACE GROUP ACE American Insurance Company 436 Walnut Street P. 0. Box 1000 Philadelphia, PA 19106-3703 POLICY NUMBER: OCP G2701558A Owners And Contractors Protective Railroad Protective Liability Declarations COVERAGES AND LIMITS OF INSURANCE EACH OCCURRENCE LIMIT I $1 2,000,000 AGGREGATE LIMIT $ 2,000,000 $ CONTRACTOR INFORMATION Job Location: City of Fayetteville 113 W. Mountain Street Fayetteville, AR 72701-6083 Name and Address of Designated Contractor: Waste Management, Inc. 1001 Fannin Street, Suite 4000 Houston, TX 77002 Name and Address of Involved Governmental Authority Or Other Contracting Party (if applicable): Description of Operations: Collection of residential and commercial refuse and residential and commercial collection of recycled items, compost, and/or sludge. Class Code: 16291 LD-25417 (09/10) Copyright, Insurance Services Office, Inc. 2000 ACE GROUP n ACE American Insurance Company POLICY NUMBER: OCP G2701558A Owners And Contractors Protective Railroad Protective Liability Declarations ENDORSEMENTS ENDORSEMENTS ATTACHED TO THIS POLICY: SCHEDULE OF COVERAGE ALL20887 ACE Producer Compensation Practices & Policies ILP0010104 U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") Advisory Notice to Policyholders CG00091207 Owners and Contractors Protective Liability Coverage Form - Coverage for Operations of Designated Contractor ALL2Y31b Arkansas Notice to Policyholders SCHEDULE OF FORMS AND ENDORSEMENTS Endt. No. Form No. Description 1. ALL22421-3 Surcharge Schedule 2. LD3R16 Exclusion - Asbestos 3. LD7F23 Absolute Pollution Exclusion 4. LD4S35 Exclusion - Lead 5. CG21700108 Cap on Losses From Certified Acts of Terrorism 6. IL09850108 Disclosure Pursuant to Terrorism Risk Insurance Act 7. ALL21101 Trade or Economic Sanctions Endorsement 8. IL00210702 Nuclear Energy Liability Exclusion Endorsement (Broad Form) 9. CG29231101 Arkansas Changes 10. IL01990908 Arkansas Changes - Transfer of Rights of Recovery Against Others To Us 11. CC1K11g Signatures LD-25417 (09110) Copyright, Insurance Services Office, Inc. 2000 POLICY NUMBER: OCP G2701558A ACE Producer Compensation Practices & Policies ACE believes that policyholders should have access to information about ACE's practices and policies related to the payment of compensation to brokers and independent agents. You can obtain that information by accessing our website at http://www.aceproducercompensation.com or by calling the following toll -free telephone number: 1-866-512-2862. ALL -20887 (10/06) POLICY NUMBER: OCP G2701558A IL P 001 01 04 U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your pol- icy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: • Foreign agents; • Front organizations; • Terrorists; • Terrorist organizations; and • Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasury's web site — http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. IL P 001 01 04 O0 ISO Properties, Inc., 2004 Page 1 of I POLICY NUMBER: OCP G2701558A COMMERCIAL GENERAL LIABILITY CG 00 0912 07 OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM - COVERAGE FOR OPERATIONS OF DESIGNATED CONTRACTOR Various provisions of this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your' refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the Company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An In- sured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I - COVERAGES BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this in- surance does not apply. We may, at our discre- tion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Pay- ments. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" and arises out of: (a) Operations performed for you by the "contractor" at the location specified in the Declarations; or (b) Your acts or omissions in connection with the general supervision of such op- erations; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "oc- currence" or claim, knew that the "bodily in- jury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any con- tinuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have oc- curred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or claim, in- cludes any continuation, change or resumption of that "bodily injury" or "property damage" af- ter the end of the policy period. CG 00 0912 07 © ISO Properties, Inc., 2006 Page 1 of 9 O d. "Bodily injury" or "property damage" will be deemed to have been known: to have occurred at the earliest time when any insured listed un- der Paragraph 1. of Section II — Who Is An In- sured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other in- surer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has oc- curred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organiza- tion for care, loss of services: -or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to ; pay damages by reason of the assumption of liability in a con- tract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or;agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subse- quent to the execution of the contract or agreement. Solely for the purposes of liabil- ity assumed in an "insured contract", rea- sonable attorney fees and necessary litiga- tion expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation ex- penses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are al- leged. c. Work Completed Or Put To Intended Use "Bodily injury" or "property damage" which oc- curs after the earlier of the following times: (1) When all "work" on the project (other than service, maintenance or repairs) to be per- formed for you by the "contractor" at the site of the covered operations has been com- pleted; or (2) When that portion of the "contractor's" "work", out of which the injury or damage arises, has been put to its intended use by any person or organization, other than an- other contractor or subcontractor working directly or indirectly for the "contractor" or as part of the same project. d. Acts Or Omissions By You And Your Employees "Bodily injury" or "property damage" arising out of your, or your "employees", acts or omissions other than general supervision of "work" per- formed for you by the "contractor". e. WorkersCompensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unem- ployment compensation law or any similar law. f. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share dam- ages with or repay someone else who must pay damages because of the injury. Page 2 of 9 © ISO Properties, Inc., 2006 CG 00 09 12 07 O This exclusion does not apply to liability as- (i) "Bodily injury" if sustained within a sumed by the insured under an "insured con- building and caused by smoke, tract". fumes, vapor or soot produced by or g. Damage To Property originating from equipment that is "Property damage" to: used to heat, cool or dehumidify the building, or equipment that is used to (1) Property you own, rent, or occupy, including heat water for personal use, by the any costs or expenses incurred by you, or building's occupants or their guests; any other person, organization or entity, for "Bodily injury" (a in J ry or "property damage" repair, replacement, enhancement, restora- arising out of heat, smoke or fumes tion or maintenance of such property for from a "hostile fire"; any reason, including prevention of injury to a person or damage to another's property; (b) At or from any premises, site or location (2) Property loaned to you; which is or was at any time used by or for any insured or others for the han- (3) Personal property in the care, custody or dling, storage, disposal, processing or control of the insured; or treatment of waste; (4) "Work" performed for you by the "contrac- (c) Which are or were at any time trans - tor". ported, handled, stored, treated, dis- h. War posed of, or processed as waste by or for: "Bodily injury" or "property damage", however (i) Any insured; or caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (ii) Any person or organization for whom you may be legally responsible; or (2) Warlike action by a military force, including action in hindering or defending against an (d) At or from any premises, site or location actual or expected attack, by any govern- on which any insured or any contractorsor ment, sovereign or other authority using subcontractors working directly or in- military personnel or other agents; or directly on any insured's behalf are per- forming operations if the "pollutants" are (3) Insurrection, rebellion, revolution, usurped brought on or to the premises, site or lo - power, or action taken by governmental au- cation in connection with such opera- thority in hindering or defending against any tions by such insured, contractor or sub - of these. contractor. However, this subparagraph i. Mobile Equipment does not apply to: "Bodily injury" or "property damage" arising out (i) "Bodily injury" or "property damage" of the use of "mobile equipment" in, or while in arising out of the escape of fuels, lu- practice for, or while being prepared for, any bricants or other operating fluids prearranged racing, speed, demolition, or which are needed to perform the stunting activity, normal electrical, hydraulic or me - j. Pollution chanical functions necessary for the operation of "mobile equipment" or (1) "Bodily injury" or "property damage" arising its parts, if such fuels, lubricants or out of the actual, alleged or threatened dis- other operating fluids escape from a charge, dispersal, seepage, migration, re- vehicle part designed to hold, store lease or escape of "pollutants": or receive them. This exception does (a) At or from any premises, site or location not apply if the "bodily injury" or which is or was at any time owned or "property damage" arises out of the occupied by, or rented or loaned to, any intentional discharge, dispersal or re- insured. However, this subparagraph lease of the fuels, lubricants or other does not apply to: operating fluids, or if such fuels, lu- bricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being per- formed by such insured, contractor or subcontractor; CG 00 0912 07 O ISO Properties, Inc., 2006 Page 3 of 9 O (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connec- tion with operations being performed by or on behalf of any insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or in- directly on any insured's behalf are per- forming operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the ef- fects of "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, re- move, contain, treat, ,detoxify or neutral- ize, or in any way respond to, or assess the effects of "pollutants"; or (b) Claim or suit by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying or neutralizing, or in any way responding to, or assessing the effects of "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a govern- mental authority. k. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or danger- ous condition in "work" performed for you by the "contractor'; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and ac- cidental physical injury to "work" performed for you by the "contractor". I. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which this insurance applies. We do not have to fur- nish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the investi- gation or defense of the claim or "suit", includ- ing actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment in- terest based on that period of time after the of- fer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or depos- ited in court the part of the judgment that is within the applicable limit of insurance. Page 4 of 9 © ISO Properties, Inc., 2006 CG 00 0912 07 0 h. Expenses incurred by the insured for first aid administered to others at the time of an acci- dent, for "bodily injury" to which this insurance applies. These payments will not reduce the limits of insur- ance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed the li- ability of the indemnitee in a contract or agree- ment that is an "insured contract"; b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the inter- ests of the insured and the interests of the in- demnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indem- nitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coor- dinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attor- neys fees incurred by us in the defense of that in- demnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverages — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys fees and necessary litiga- tion expenses as Supplementary Payments ends when we have used up the applicable limit of in- surance in the payment of judgments or settle- ments or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II— WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insur- eds. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with re- spect to their duties as partners or members of a joint venture. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to their duties as members of a limited liability company. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their du- ties as your officers or directors. Your stock- holders are also insureds, but only with respect to their liability as stockholders. 2. Each of the following is also an insured: a. Any person (other than your "employee") or any organization while acting as your real es- tate manager. CG 00 09 12 07 O ISO Properties, Inc., 2006 Page 5 of 9 O b. Any person or organization having proper temporary custody of your property if you die, but only. (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. c. Your legal representative if, you die, but only with respect to duties as such. That represen- tative will have all your rights and duties under this Coverage Part. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III - LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay re- gardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The Aggregate Limit is the mostwe will pay for the sum of damages because of all "bodily injury" and "property damage". 3. Subject to Paragraph 2. above, the Each Occur- rence Limit is the most we will pay for the sum of damages because of all "bodily injury" and "prop- erty damage" arising out of any one "occurrence". If you designate more than one project in the Declara- tions, the Aggregate Limit shall apply separately to each project. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV - CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obliga- tions under this Coverage Part. 2. Cancellation a. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv- ering to us advance written notice of cancella- tion. b. We may cancel this policy by mailing or deliv- ering to the first Named Insured and the "con- tractor" written notice of cancellation at least: (1) 10 days before the effective date of cancel- lation if we cancel for non-payment of pre- mium; or (2) 30 days before the effective date of cancel- lation if we cancel for any other reason. c. We will mail or deliver our notices to the first Named Insured's and the "contractor's" last mailing address known to us. d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e. If this policy is cancelled, we will send the "contractor" any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. f. If notice is mailed, proof of mailing will be suffi- cient proof of notice. 3. Changes This policy contains all the agreements between you, the "contractor" and us concerning the insur- ance afforded. The first Named Insured shown in the Declarations and the "contractor" are author- ized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. 4. Duties In The Event Of Occurrence, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence". b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica- ble. Page 6 of 9 © ISO Properties, Inc., 2006 CG 00 09 12 07 O c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 5. Examination Of Your Books And Records We may examine and audit your books and re- cords as well as the "contractor's" books and re- cords as they relate to this policy at any time dur- ing the policy period and up to three years afterward. 6. Inspections And Surveys a. We have the right to: (1) Make inspections and surveys at any time; (2) Give you reports on the conditions we find; and (3) Recommend changes. b. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: (1) Are safe or healthful; or (2) Comply with laws, regulations, codes or standards. c. Paragraphs a. and b. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. d. Paragraph b. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure vessels or elevators. 7. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the ap- plicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claim- ant's legal representative. 8. Other Insurance The insurance afforded by this Coverage Part is primary insurance and we will not seek contribu- tion from any other insurance available to you unless the other insurance is provided by a con- tractor other than the designated "contractor" for the same operation and job location designated in the Declarations. Then we will share with that other insurance by the method described below. If all of the other insurance permits contribution by equal shares, we will follow this method also. Un- der this approach, each insurer contributes equal amounts until it has paid its applicable limit of in- surance or none of the loss remains, whichever comes first. If any of the other insurance does not permit con- tribution by equal shares, we will contribute by lim- its. Under this method, each insurer's share is based on the ratio of its applicable limit of insur- ance to the total applicable limits of insurance of all insurers. 9. Premiums The "contractor": a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. CG 00 09 12 07 © ISO Properties, Inc., 2006 Page 7 of 9 O 10. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as ad- vance premium is a deposit `premium only. At the close of each audit period we will compute the earned premium for that: period and send notice to the "contractor". The due date for au- dit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned pre- mium, we will return the excess to the "contrac- tor". c. The "contractor" must keep records of the information we need for premium computation, and send us copies at such times as we may request. 11. Separation Of Insu reds Except with respect to the Limitsiof Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this in- surance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 12. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 13. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V - DEFINITIONS 1. "Auto" means: a. A land motor vehicle, trailer or semitrailer de- signed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a com- pulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". 2. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death re- sulting from any of these at any time. 3. "Contractor' means the contractor designated in the Declarations. 4. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker'. 5. "Executive officer' means a person holding any of the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 6. "Hostile fire" means one which becomes uncon- trollable or breaks out from where it was intended to be. 7. "Impaired property" means tangible property, other than work performed for you, that cannot be used or is less useful because: a. It incorporates work performed for you that is known or thought to be defective, deficient, in- adequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the re- pair, replacement, adjustment or removal of the work performed for you or your fulfilling the terms of the contract or agreement. 8. "Insured contract" means: a. A lease of premises; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; or e. An elevator maintenance agreement. 9. "Leased worker' means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker' does not include a "temporary worker". 10."Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; Page 8 of 9 © ISO Properties, Inc., 2006 CG 00 09 12 07 O b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; Vehicles not described in Paragraph a., b., C. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the fol- lowing types of permanently attached equip- ment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 11. "Occurrence" means an accident, including con- tinuous or repeated exposure to substantially the same general harmful conditions. 12."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 13."Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occur- rence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from, computer software, including systems and applica- tions software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 14. "Suit" means a civil proceeding, brought in the United States of America (including its territories and possessions), Puerto Rico or Canada, in which damages because of "bodily injury" or "property damage" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our con- sent. 15."Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short-term workload conditions. 16."Work" includes materials, parts or equipment furnished in connection with the operations. CG 00 09 12 07 © ISO Properties, Inc., 2006 Page 9 of 9 O POLICY NUMBER: OCP G2701558A Arkansas Notice To Policyholders QUESTIONS ABOUT YOUR INSURANCE? If you have questions about your insurance, need coverage information, or require assistance in resolving complaints, do not hesitate to contact either your insurance agent, or ACE USA, Customer Service Department, 436 Walnut Street, Philadelphia, PA 19106-3703, telephone 1-800-352-4462. If we fail to provide you with reasonable and adequate service, you should feel free to contact: Arkansas Insurance Department 1200 West Third Street Little Rock, AR 72201 (501) 371-2640 or 800-852-5494 ALL -2Y31 b (11/09) SURCHARGE SCHEDULE Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subseluent to the preparation of the policy. The following surcharge(s) have been applied at inception of this policy: State Name of Surcharge Amount None None None Surcharges will be adjusted at audit and concurrent with any other applicable premium adjustment. The rates used to adjust the surcharges are set by the states. The formulae for the adjustment bases used to adjust the surcharges are also set by the states. Authorized Agent Named Insured Endorsement Number City of Fayetteville 1 Policy Symbol Policy Number Policy Period Effective Date of Endorsement OCP G2701558A 01/01/2013 to 01/01/2014 Issued By (Name of Insurance Company) ACE American Insurance Company POLICY NUMBER: 0CP G2701558A ENDT. #2 EXCLUSION -ASBESTOS Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued Subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM FARM COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM POLLUTION LIABILITY COVERAGE FORM PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE FORM RAILROAD PROTECTIVE LIABILITY COVERAGE FORM SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY - NEW YORK This insurance does not apply to any loss, demand, claim or "suit" arising out of or related in any way to asbestos or asbestos -containing materials. Od Authorized Agent Named Insured City of Fayetteville Endorsement Number 2 Policy Symbol Policy Number Polcy Period Eff. Date of Endorsement OCP G2701558A 01/01/2013 to 01/01/2014 Issued By (Name of Insurance Company) ACE American Insurance Company LD-3R16 (Ed. 3187) Printed in U.S.A. Reprinted in part with permission of Insurance Service Office, Inc., 1985 POLICY NUMBER: 0CP G2701558A ENDT. #3 I ABSOLUTE POLLUTION EXCLUSION Named Insured City of Fayetteville Endorsement Number 3 Policy Symbol Policy Number Policy Period Effective Date of Endorsement OCP G2701558A 01/01/2013 to 01/01/2014 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement replaced any pollution exclusion and amends all insurance provided under the following: COMMERCIAL GENERAL LIABILITY FORM FARM COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM RAILROAD PROTECTIVE LIABILITY COVERAGE FORM SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY — NEW YORK This insurance does not apply to any injury, damage, expense, cost, loss, liability or legal obligation arising out of or in any way related to pollution, however caused. Pollution includes the actual, alleged or potential presence in or introduction into the environment of any substance if such substance has, or is alleged to have, the effect of making the environment impure, harmful, or dangerous. Environment includes any air, land, structure or the air therein, watercourse or water, including underground water. We shall have no duty to defend any suit arising out of or in any way related to pollution. LD-7F23 (Ed. 3191) Ptd. In U.S.A. POLICY NUMBER: OCP G2701558A ENDT. #4 EXCLUSION - LEAD Named Insured City of Fayetteville Endorsement Number 4 Policy Symbol Policy Number Policy Period Effective Date of Endorsement OCP G2701558A 01/01/2013 to 01/01/2014 Issued By (Name of Insurance Company ACE American Insurance Company Insert the policy number, The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY FORM FARM COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE FORM RAILROAD PROTECTIVE LIABILITY COVERAGE FORM SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY - NEW YORK THE COMBINE POLICY - SECTION II COMMERCIAL FARM POLICY - SECTION II FARMERS PACKAGE POLICY — SECTION II This insurance does not apply to, and we shall have no duty of any kind with respect to, any injury, damage, expense, cost, loss, liability or legal obligation arising out of or allegedly arising out of or in any way related to the toxic properties of lead or lead -containing products, materials or substances. This exclusion applies to all forms of lead, including but not limited to solid, liquid, vapor and fumes This exclusion applies, but is not limited, to any injury, damage, expense, cost, loss, liability or legal obligation to test for, monitor, abate, remove, or take any other remedial action with respect to lead or lead -containing products, materials or substances. The addition of this endorsement does not imply that other policy provisions, including but not limited to any pollution exclusion, do not also exclude coverage for lead -related injury, damage, expense, cost, loss, liability or legal obligation. Authorized Agent LD-4S35 (Ed. 6192) Ptd. In U.S.A. POLICY NUMBER: OCP G2701558A ENDT. #5 COMMERCIAL GENERAL LIABILITY CG 21 70 01 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insur- ance Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insur- ance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in ac- cordance with procedures established by the Secre- tary of the Treasury. "Certified act of terrorism" means an act that is certi- fied by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act. The crite- ria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coer- cion. CG 21 700108 © ISO Properties, Inc., 2007 Pagel oft O POLICY NUMBER: OCR G2701558A ENDT. #6 IL 09 85 01 08 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE Terrorism Premium (Certified Acts) $ 0 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Coverage Form(s) andlor Policy(s): Additional information, if any, concerning the terrorism premium: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement or in the policy Declarations. B. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals 85% of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a Program Year (January 1 through December 31), the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. C. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. IL 09 85 01 08 © ISO Properties, Inc., 2007 Page 1 of 1 POLICY NUMBER: OCP G2701558A ENDT. #7 TRADE OR ECONOMIC SANCTIONS ENDORSEMENT Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the lic . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. All other terms and conditions of policy remain unchanged. Authorized Agent Named Insured Endorsement Number City of Fayetteville 7 Policy Symbol Policy Number Policy Period Effective Date of Endorsement OCP G2701558A 01/01/2013 to 01/01/2014 Issued By (Name of Insurance Company) ACE American Insurance Company ALL -21101 (11/06) Printed in U.S.A. Page 1 of 1 POLICY NUMBER: OCP G2701558A ENDT. #8 IL 00 21 07 02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART PROFESSIONAL LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear En- ergy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nu- clear Insurance Association of Canada or any of their successors, or would be an in- sured under any such policy but for its ter- mination upon exhaustion of its limit of liabil- ity; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organization is re- quired to maintain financial protection pur- suant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "in- sured" is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organi- zation. B. Under any Medical Payments coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the opera- tion of a "nuclear facility" by any person or or- ganization. C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazardous properties" of "nuclear material", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on be- half of, an "insured" or (b) has been dis- charged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, trans- ported or disposed of, by or on behalf of an "insured"; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nu- clear facility", but if such facility is located within the United States of America, its terri- tories or possessions or Canada, this exclu- sion (3) applies only to "property damage" to such "nuclear facility" and any property thereat. IL 00 21 07 02 O ISO Properties, Inc., 2001 Page 1 of 2 O 2. As used in this endorsement: "Hazardous properties" includes radioactive, toxic or explosive properties. "Nuclear material" means "source material", "Spe- cial nuclear material" or "by-product material". "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel com- ponent, solid or liquid, which has been used or ex- posed to radiation in a "nuclear reactor". "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed pri- marily for its "source material" content, and (b) re- sulting from the operation by any person or organi- zation of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear fa- cility". "Nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packag- ing "waste"; (c) Any equipment or device used for the proc- essing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of pluto- nium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioac- tive contamination of property. Page 2 of 2 © ISO Properties, Inc., 2001 IL 00 21 07 02 O POLICY NUMBER: OCP G2701558A ENDT. #9 COMMERCIAL GENERAL LIABILITY CG 292311 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARKANSAS CHANGES This endorsement modifies insurance provided under the following: OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART A. Paragraph e. of the Cancellation Condition is replaced by the following: e. (1) If this policy is cancelled, we will send the "contractor" any premium refund due. (2) We will refund the pro rata unearned pre- mium if the policy is: (a) Cancelled by us or at our request; (b) Cancelled but rewritten with us or in our company group; (c) Cancelled because you no longer have an insurable interest in the property or business operation that is the subject of this insurance; or (d) Cancelled after the first year of a prepaid policy that was written for a term of more than one year. (3) If the policy is cancelled at the request of the first Named Insured or the "contractor", other than a cancellation described in (2) (b), (c) or (d) above, we will refund 90% of the pro rata unearned premium. However, the refund will be less than 90% of the pro rata unearned premium if the refund of such amount would reduce the premium retained by us to an amount less than the minimum premium for this policy. (4) The cancellation will be effective even if we have not made or offered a refund. (5) If the first Named Insured or the "contractor" cancels this policy, we will retain the mini- mum premium shown in the Schedule. B. The following is added to the Cancellation Condi- tion (Section IV): g. Cancellation of Policies in Effect More Than 60 Days. (1) If this policy has been in effect more than 60 days or is a renewal policy, we may cancel only for one or more of the following rea- sons: (a) Nonpayment of premium; (b) Fraud or material misrepresentation made by you or with your knowledge in obtaining the policy, continuing the policy or in presenting a claim under the policy; (c) The occurrence of a material change in the risk which substantially increases any hazard insured against after policy issuance; (d) Violation of any local fire, health, safety, building or construction regulation or or- dinance with respect to any insured property or its occupancy which substan- tially increases any hazard insured against under the policy; (e) Nonpayment of membership dues in those cases where our by-laws, agree- ments or other legal instruments require payment as a condition of the issuance and maintenance of the policy; or (f) A material violation of a material provi- sion of the policy. CG 29 23 11 01 © ISO Properties, Inc., 2001 Page 1 of 2 O (2) If we cancel for nonpayment of premium, we will mail or deliver written notice of can- cellation, stating the reason for cancellation, to the first Named Insuredand the "contrac- tor" at least 10 days before the effective date of cancellation. If we cancel for any other reason, we will mail or deliver notice of cancellation to the first Named Insured and the "contractor" at least 20 days prior to the effective date of cancellation. C. The following is added to Conditions (Section IV): 13. Multi -Year Policies We may issue this policy for a term in excess of twelve months with the premium adjusted on an annual basis in accordance with our rates and rules. D. The following Condition is added and supersedes any other provision to the contrary: NONRENEWAL 1. If we decide not to renew this policy, we will mail or deliver to the first Named Insured and the "contractor" written notice of nonrenewal at least 60 days before: a. Its expiration date; or b. Its anniversary date, if it is a policy written for a term of more than one year and with no fixed expiration date. However, we are not required to send this no- tice if nonrenewal is due to your failure to pay any premium required for renewal. 2. We will mail or deliver our notices to the first Named Insured's and the "contractor's" last mailing address known to us. If notice is mailed, proof of mailing will be sufficient proof of notice. Page 2 of 2 © ISO Properties, Inc., 2001 CG 29 23 11 01 POLICY NUMBER: OCP G2701558A ENDT. #10 IL 01 99 09 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARKANSAS CHANGES - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE PART FARM LIABILITY COVERAGE FORM FARM UMBRELLA LIABILITY POLICY LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: We will be entitled to recovery only after the insured ("insured") has been fully compensated for the loss or damage sustained, including expenses incurred in obtaining full compensation for the loss or damage. IL 01 99 09 08 © ISO Properties, Inc., 2007 Page 1 of 1 O POLICY NUMBER: OCP G2701558A ENDT. #11 SIGNATURES Named Insured Endorsement Number City of Fayetteville 11 Policy Symbol Policy Number Policy Period Effective Date of Endorsement OCP G2701558A 01/01/2013 to 01/01/2014 Issued By (Name of Insurance Company) ACE American Insurance Company is to be comoleled only when this THE ONLY SIGNATURES APPLICABLE TO THIS POLICY ARE THOSE REPRESENTING THE COMPANY NAMED ON THE FIRST PAGE OF THE DECLARATIONS. By signing and delivering the policy to you, we state that it is a valid contract. INDEMNITY INSURANCE COMPANY OF NORTH AMERICA (A stock company) BANKERS STANDARD FIRE AND MARINE COMPANY (A stock company) BANKERS STANDARD INSURANCE COMPANY (A stock company) ACE AMERICAN INSURANCE COMPANY (A stock company) ACE PROPERTY AND CASUALTY INSURANCE COMPANY (A stock company) INSURANCE COMPANY OF NORTH AMERICA (A stock company) PACIFIC EMPLOYERS INSURANCE COMPANY (A stock company) ACE FIRE UNDERWRITERS INSURANCE COMPANY (A stock company) WESTCHESTER FIRE INSURANCE COMPANY (A stock company) 436 Walnut Street, P.O. Box 1000, Philadelphia, Pennsylvania 19106-3703 CARMINE A. GIGANTI, Secretary JOHN J. LUPICA. President Authorized Representative CC-1K11g (01/11)