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COLLECTION CONTRACT This Agreement made and entered into on this the _____ day of ________________, 1993, by and between The City of Flowood, Mississippi, duly acting by and through its City Board of Aldermen and Mayor, hereinafter referred to as "City", and Waste Management of Mississippi, Inc., hereinafter referred to as "Company" W I T N E S S E T H: WHEREAS, City is desirous of securing the services of the Company to operate a waste hauling service for the City; and WHEREAS, the Company desires to provide the operation of a waste hauling service for the City; NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: I. Company covenants and agrees to operate a waste hauling service for City in compliance with all rules, regulations and restrictions imposed by the Public Health Department of the State of Mississippi. II. The term of this Agreement shall be for a period beginning promptly after receipt by Company of the City Board of Aldermen approval of this Agreement ("Commencement Date"), provided however,and shall expire at 12:00 Midnight on August 1, 1993. However, the term of this Agreement may be automatically extended if within fifteen (15) days prior to the expiration hereof City gives notice to Company in writing of its intention to extend the contract. III. The services to be provided by Company hereunder shall be for the twice per week (Tuesday and Friday) mailbox collection of all household garbage, trash and white goods (rendered safe for collection by Company) generated by the residential dwellings in the incorporated areas of the City. By current house count, 796 dwellings shall be serviced by Company under this Agreement. Company may request annual house counts to be conducted by Company (and City representatives if they so elect) and the compensation due Company shall be increased by the increase in the number of residences serviced hereunder. In addition the Company shall upon request supply limited commercial account collection (up to 5, 40 gallon bags/cans per pick-up) on terms agreeable to Company and such commercial accounts. Company shall not be required to collect any regulated hazardous waste under this Agreement. In addition, dumpsters will be provided by Company free of charge to City Hall (8 yd.) and the Police Department (4 yd.) and will be serviced twice per week and once per week, respectively. In addition, a dumpster (20 yd.) and trash boxes (2 such boxes per Port-o-Let unit ordered by City) will be provided, free of charge, to the City for the removal of all solid waste during the City's Flowood Day festivities. Company shall also provide at City's election for the implementation of a pilot recycling program in the City. This program will consist of twice per month recycling of recyclables, as agreed between the parties, generated by up to 500 City residential units over an agreed term. Company shall be responsible for providing all containers and advertisement expense, and shall provide the necessary personnel and equipment to implement such program. All proceeds from the sale of recyclables under this pilot program will be returned to the City. The terms and conditions of this recycling program may be expanded by the mutual agreement of the parties. Company will not use any garbage collection vehicles of over 20 yards in capacity in the performance of this Agreement. IV. As compensation for this service, City shall pay to Company as follows: 1) $4.67 per month per residential unit; and 2) $1.14 per month per pilot program residential unit. Said payments shall be made on a monthly basis on or before the fifteenth (15th) day of each month, following the month for which service is rendered under the terms of this contract. The Compensation payable by the City to the Company shall be annually increased by the same percentage as the Consumer Price Index, U. S. Average, for all Items Portion, New Series, for Urban Wage Earners and Clerical Workers, published by the Bureau of Labor Statistics, U. S. Department of Labor ("C.P.I.") shall have increased during the preceding twelve months. In the event the U. S. Department of Labor Bureau of Labor Statistics ceases to publish the C.P.I., the parties hereto agree to substitute another equally authoritative measure of change in the purchasing power of the U. S. dollar as may be then available so as to carry out the intent of this provision. The initial rate adjustment shall take effect on the first anniversary date of the Commencement Date, and rate adjustments for succeeding contract years shall take effect on the successive anniversary dates of the Commencement Date during each succeeding year throughout the therm hereof. Monthly payments due by the City to the Company shall be adjusted to compensate for such annual rate increases. V. The Company shall indemnify, defend and hold harmless the City against any claims, actions or suits including court costs and reasonable attorney's fees, arising out of the Company's and its employee's acts in providing the services herein required or in Company's and its employees' operation of its equipment in connection with the performance of such services. During the term of this contract, Company shall maintain in full force and effect the following insurance; COVERAGE LIMITS OF LIABILITY Workmen's Compensation Statutory Employer's Liability $500,000.00 Bodily Injury Liability $500,000.00 each occurrence except Automobile $500,000.00 aggregate Property Damage Liability $500,000.00 each occurrence except Automobile $500,000.00 aggregate Automobile Bodily Injury $500,000.00 each person Liability $500,000.00 each occurrence Automobile Property Damage Liability $500,000.00 each occurrence Excess Umbrella Liability $500,000.00 each occurrence All waste collected by Company shall be disposed of by Company at the Byrum Landfill. The disposal charges applicable to the solid waste which is the subject matter of this Contract is included within the compensation and is subject to increase as addressed in Section VII. VII. Company shall be entitled to an increase in compensation to offset any increase to disposal costs and charges at the current, or any approved landfill used for disposal during the term hereof. Currently the Company is directed to use the Byrum Landfill in Jackson, Mississippi where the current disposal charge is TWO and 60/100 Dollars ($2.60) per cubic yard. In addition, in the event Company becomes liable for any governmental tax or surcharge upon collection or disposal of such garbage, such tax or surcharge shall be the responsibility of the City to be paid along with Company's normal monthly compensation. In the event the Byrum Landfill becomes unavailable for use by the Company hereunder, the City shall designate an alternate duly permitted disposal facility for use by the Company and the compensation payable to the Company shall be increased, if necessary to offset the impact of higher disposal charges and/or transportation costs. VII. GENERAL PROVISIONS Amendments to this agreement may be made by Company and City upon approval by both Company and City to said amendments. From and after the Commencement Date, Company's performance hereunder may be suspended and its obligations hereunder excused in the event and during the period that such performance is prevented by an Act of God or such other cause or causes beyond the reasonable control of Company unless such cause or causes is a result of action or nonaction by Company. The following holidays may be observed by Contractor on which days the Sanitary Landfill may, in the discretion of Contractor, be closed: New Year's Day, Thanksgiving Day and Christmas Day. Except as otherwise provided herein, if either party breaches this Agreement or defaults in the performance of any of the covenants or conditions contained herein for fifteen (15) days after the other party has given the party breaching or defaulting written notice of such breach or default, unless a longer period of time is required to cure such breach or default and the party breaching or defaulting shall have commenced to cure such breach or default within said period and pursues diligently to the completion thereof the other party may: (a) terminate this Agreement as of any date which the said other party may select provided said date is at least thirty (30) days after the fifteen (15) days in which to cure or commence curing; (b) cure the breach or default at the expense of the breaching or defaulting party; and/or (c) have recourse to any other right or remedy to which it may be entitled by law, including, but not limited to, the right for all damage or loss suffered as a result of such termination. In the event either party waives default by the other party, such waiver shall not be construed or determined to he a continuing waiver of the same or any subsequent breach or default. This Agreement shall be governed by the laws of the State of Mississippi. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. IN WITNESS WHEREOF, this Agreement has been executed in duplicate original on the day and in the year first above mentioned. The execution by City is made pursuant to the authority granted by action of the Board of Aldermen of the City entered at the regular meeting of said Board held on the _____ day of _________, 1993.City of Flowood, Mississippi BY: ITS: WASTE MANAGEMENT OF Mississippi, Inc. BY: ITS: