US Consulting Group Pilot Program Performance Agreement

Transcription

1 US Consulting Group Pilot Program Performance Agreement Date: 1. Client: Herein after referred to as (CLIENT) hereby authorizes US Consulting Group (USCG) to submit recommendations for savings on CLIENT costs of solid waste and recycling removal and disposal from CLIENT locations. USCG will act as the exclusive management company in the designated area and category of solid waste, recycling and facility expenditures. USCG will analyze CLIENT costs and advise where solid waste, recycling and facility reduction and rebate increases can be obtained. USCG will recommend programs to reduce solid waste and facility costs. USCG will evaluate and make recommendations to reduce solid waste, recycling and facility costs and generate rebates in designated categories whenever possible. 2. USCG s initial analysis will cover CLIENT most recent twelve (12) month expenses for sanitation and recycling and other agreed upon facility expenses. USCG s continuing analysis will cover CLIENT current invoices, which we will send to USCG or a selected strategic partner each month during the term of our agreement. 3. Any recommendations USCG makes will be considered by CLIENT and shall be subject to approval. If any recommendation made by USCG is subsequently implemented, CLIENT will pay USCG, as outlined below, after such savings, refunds and rebates are achieved. All information pertaining to USCG recommendations, including correspondence with CLIENT supplier/service provider will be sent to USCG promptly for USCG s evaluation and further advice. 4. All negotiations with suppliers/service providers will be conducted through USCG or a selected USCG strategic partner unless it is mutually agreed otherwise. CLIENT will be required to sign on CLIENT letter head an approved Letter of Authorization (LOA) and or Letter of Permission (LOP) submitted by the USCG. These letters will be used to conduct and complete the audit review and analysis process. See attached - USCG Audit Review and Analysis Process - Appendix #1. 5. CLIENT agrees to pay USCG as follows: a. A performance fee of fifty (50%) percent of each savings and rebate realized for a period of thirty-six (36) months after which the entire savings will be CLIENTS unless the agreement is renewed in accordance with this agreement. b. Payment will be made upon receipt of a USCG invoice showing computation of savings and or rebates. The payment terms of this agreement will be in accordance with the terms and conditions of the attached value added waste handling service agreement. See attached - Value Added Waste Handling Service Agreement - Addendum # 1. CLIENT will be invoiced with the solid waste costs under the terms and conditions of the USCG value added program agreement outlined in Addendum #1. c. If CLIENT implements the USCG recommendations at the designated sites listed in this agreement and duplicates this program for other sites owned and/or operated by our company the terms and conditions of this agreement will honored. d. USCG will be reimbursed from the generated savings and rebates for any approved travel expenses incurred to conduct our audits. All expenses will need to be reasonable and approved by the client in writing. If USCG fails to produce any savings or rebates the client is not obligated to pay the expense fees. 1 of 6

2 6. The term of this agreement shall be (3) years from the date of acceptance and realized savings, and shall continue thereafter, at no additional service fee, for consecutive (1) year terms unless canceled by written notice at least sixty (60) days prior to the beginning of any new term. 7. Confidential Information. Both parties acknowledges and agrees that each party has developed and owns and controls certain confidential and proprietary business information relating to its business and the products/services including, without limitation, ideas, inventions, technical information, policies, procedures, processes, business and financial models and projections, marketing and business materials, price lists, sales catalogs, advertising literature, samples, customer lists, customer information and all other confidential business information and trade secrets owned and controlled by both parties ( Confidential Information ). 8. Applicable Law. This Agreement shall be governed by and shall be construed, enforced and performed in accordance with the laws of the State of Texas without regard to principles of conflicts of law. 9. Assignment. USCG or CLIENT may assign this Agreement to a third party (by means of assignment, transfer, sale, merger, acquisition, operation of law or otherwise) without the consent of the other; and such Agreement shall be binding upon and inure to the benefit of assigning party, its successors and assigns. Agreement Between: Client: Client Address: Main Office Location: Client Address: (Street) (City) (State) (ZIP) (Street) Pilot Location: Client: (City) (State) (ZIP) All locations submitted to USCG by: And USCG P.O. Box 339, Richland, NJ ACCEPTED BY: Client s Authorized Signature USCG Authorized Signature 2 of 6

3 Value Added Waste Handling Service Agreement Addendum #1 The US Consulting Group (USCG) with its place of business at P.O. Box 339, Richland, NJ (USCG). And agrees to Provide Management of hazardous and non-hazardous solid waste and recycling services to with its place of business at. Herein After referred to as (CLIENT) for its various locations as determined by CLIENT. Any and all notices shall be submitted in writing via certified mail, return receipt requested, to the addresses above. EFFECTIVE DATE: This agreement shall become effective from the date of signature and is a legally binding contract between USCG and CLIENT. PRICING PROCEDURE: Upon execution of this agreement, USCG shall competitively bid and negotiate pricing through our service provider network for the provision of the service identified. USCG will implement the designed service plan for each site and contract directly with independent contract service providers of its choice to deliver cost reduction on solid waste, hazardous waste, and recycling services or other identified waste streams to the CLIENT. USCG will contract with CLIENT at a service price for all locations communicated in writing from the original bidding process and will be reflected in the first monthly invoice that shall be incorporated herein by reference. Client agrees to pay USCG according to new pricing obtained by USCG for scheduled services including but not limited to, containers, dumpster s and other required equipment scheduled for on-call or regular service. In addition CLIENT agrees to pay, USCG for all associated costs with any extra pr temporary service that may be requested by any representative of the CLIENT from time to time. USCG will identify and forward to CLIENT any existing service provider agreements/contracts that USCG may discover during the bidding and negotiation process. Locations with service provider contracts directly between CLIENT and service providers that may not be adjusted by the new USCG plan and agreement shall be excluded from the savings calculation. If CLIENT requests USCG to manage these locations until the contract expires and the USCG plan may be implemented, USCG will assess a $ monthly administrative fee accordingly. Locations that receive city or landlord provided services and are under exclusive franchise or landlord agreements, and/or trash removal is paid through CAM charges shall be excluded from the savings calculation. If CLIENT requests USCG to manage these locations USCG will assess a $ monthly administrative fee accordingly if the USCG in not able to negotiate a savings and or rebate. PERCENTAGE OF SAVINGS OR INCREASES IN REBATES: The savings or increases in rebates achieved by USCG shall be shared between the CLIENT (50%) and USCG (50%) for the term of the agreement on a monthly basis. The savings are defined as the current pricing, minus the new pricing USCG achieves. The rebates are defined as the current pricing or calculation per ton received from the sale of recyclable materials sold minus the new pricing USCG achieves. Further negotiations, which lead to additional savings or increases in rebates throughout the term of the agreement in accordance with our standard business practice will be shared between the CLIENT and USCG equally and invoiced accordingly. Any costs for extra or temporary services, landfill or tipping fee increases, taxes, fuel adjustments and other charges imposed by Federal, State or Local laws, ordinances or regulations upon the collection, transportation or disposal of CLIENTS waste and recycling services shall be the CLIENT S responsibility and shall not be included in calculating the savings or rebate amounts. All locations added during the term of this agreement will be billed a monthly management fee of $ per location. 3 of 6

4 NEW LOCATIONS: All newly built or opened locations added during the term of this agreement and submitted to the USCG for management service will be billed a monthly management fee of $ per location using the USCG savings model for reduction. CLIENT may add other designated locations to this agreement by submitting the location, and a copy of the most recent invoice designated for USCG to handle. The terms and conditions of this Waste, Recycling & Facility Master Pilot Program Performance Agreement will apply to any submitted location. CURRENT PRICING AND SERVICE LEVELS: The CLIENT will provide current invoices and a complete list of locations to USCG. USCG shall validate the service levels and current pricing with the current service provider. CLIENT represents and warrants that all information provided to USCG on its current costs is up to date, accurate and complete. CHANGES: On occasion the CLIENT may decide to increase, change or reduce service at any location due to changes in their waste and recycling volume. Any changes to service levels shall not affect the original savings calculation. The CLIENT shall be credited or charged the net cost difference associated with any service level changes. TERM: This AGREEMENT is for an initial term of Three (3) years from the first monthly invoice. This AGREEMENT will automatically renew for consecutive one-year terms without further action by either party. If either party decides not to renew the contract, written notice shall be provided to the other party a minimum of 60 days prior to the agreement expiration date. INVOICING/PAYMENTS: USCG will provide consolidated invoicing in an agreed upon format. Payments are due within ten (10) days from the USCG invoice date. CLIENT agrees to hold USCG harmless for any payments made by CLIENT directly to subcontractor(s) other than those contracted by USCG for locations and services contracted by CLIENT to be performed by USCG under this contract. CLIENT payments made directly to subcontractor(s) does not release CLIENT from its responsibility to pay USCG. In addition, CLIENT understands and agrees that USCG has no responsibility for any payments or services performed prior to the effective date of this agreement. USCG will release all payments to subcontractor(s) within 15 working days or when CLIENT payments clears the USCG bank account. DAMAGE TO PAVEMENT: CLIENT acknowledges that neither USCG nor its independent contract haulers shall be liable for any damage to pavement or driving surfaces resulting from its trucks servicing an agreed upon area. TERMINATION FOR CAUSE: Either party may terminate this AGREEMENT for cause at any time, by written notice to the other party, in the event of a material breach of this AGREEMENT by the other party. The other party shall have thirty (30) days after written notice of such breach or failure from such party to cure such breach. If any such breach or failure is of a nature that it cannot reasonably be cured within thirty (30) days and the other party is exercising and continues to exercise, in good faith, diligent efforts to cure the breach, the other party shall have ninety (90) days from the date of the foregoing notice, to complete the cure of such breach or failure. NOTICES: Any and all notices shall be submitted in writing via certified mail, return receipt requested, to the following addresses: USCG: P.O. Box 339, Richland, NJ Client: Attention: Rick Dellagatta - USCG 4 of 6

5 ATTORNEY S FEES: In the event CLIENT fails to pay USCG all amounts which become due under this AGREEMENT, or fails to perform its obligations hereunder and USCG refers such matters to an attorney, CLIENT agrees to pay, in addition to the amount due, any and all costs incurred by USCG as a result to such action, including a reasonable attorney s fee. EXCUSED PERFORMANCE: Neither party hereto shall be liable for its failure to perform hereunder due to contingencies beyond its reasonable control including, but not limited to, inclement weather, strikes, riots, fires, acts of war, terrorist acts, or acts of God; provided, however, that nothing contained in this Agreement or in this subsection shall relieve CLIENT of its payment liability for services rendered. GOVERNING LAW: This Agreement shall be construed and enforced pursuant to the laws of the State of TEXAS. If any conflicts arise between this AGREEMENT and CLIENT S purchase orders and/or acknowledgements, the terms and conditions of this AGREEMENT shall govern. AUTHORITY: Each party warrants and represents that it has the full authority to undertake the obligations and grant the benefits provided for in this AGREEMENT. The person signing this AGREEMENT warrants that they have full authority to sign and enter into this AGREEMENT on behalf of the respective parties. IN WITNESS WHEREOF, the parties have duly executed this AGREEMENT as of the later of the dates written below. US Consulting Group: CLIENT: Printed Name: Printed Name: Title: Title: Signature: Signature: Date: Date: 5 of 6

6 USCG Audit Review and Analysis Process Appendix #1 Our USCG audit review and analysis will consist of but not be limited to the following: 1. Classify the waste material and waste streams. 2. Investigate the waste flow. 3. Investigate the disposal sites. 4. Investigate the overall methodology for disposal. 5. Investigate the overall methodology for recycling. 6. Change or adjust equipment. 7. Change or adjust collection volumes, procedures, etc. 8. Install pressure gauges, compactors, balers, new technologies to maximize weights & reduce costs. 9. Design and implement overall recycling programs. 10.Assist in implementing programs to separate trash from recyclable material once waste is classified. 11.Assist in compliance with identifying, handling and disposing of solid waste, Hazardous waste and other waste streams. 12.Assist in maintaining compliance with State and Federal waste disposal laws. 13.Review and monitor monthly service levels, fees, and costs associated with expenditures. 14.Right size service and negotiate reduced rates. 15.Negotiate and secure maximum rebates/savings for recyclable material. 16.Design and implement a full and complete waste management plan to reduce costs. 17.Manage all aspects of your company s solid waste and recycling services. 18.Design and implement waste stream security plans and programs if required. 19.Develop an education program and plan for the store and warehouse managers which will result in net savings. 6 of 6