*** IMPORTANT ***
By RETURNING any bid to Discovery Refuse Management, Inc. (“DRM”), you are making a contractual offer to with DRM under the terms and conditions stated below. Accordingly, please review all of the terms and conditions set forth below prior to submission of any bid as you and DRM will be legally bound in the event DRM accepts your bid.
TERMS AND CONDITIONS
All materials must be taken to a proper licensed facility that complies with all local, state, and federal regulations, ordinances, and laws. You as the provider must, at all time, possess the necessary permits to own and operate a solid waste and/or recycling company.
ALL PRICING TO DRM ON ANY BID SHEET, EMAIL OR LETTER FOR BOTH PERMANENT AND/OR TEMPORARY SERVICES, MUST INCLUDE CITY, STATE, AND FEDERAL TAXES, FUEL SURCHARGES, AND FRANCHISE FEES. All pricing will be effective for the duration upon DRM’s acceptance of your offer including any renewal periods. The initial term of the offer will expire twenty four months from the service start date if 30 days written notice of non-renewal is provided by your company otherwise the offer will automatically be renewed for an additional 24 months term without further action by either party.
Any change in price for any reason must be handled in the following manner. No exceptions.
Your company must submit a rate increase notice 90 days prior to the effective increase date to:
DRM Waste Management
PO Box 659
Forked River, NJ 08731
Attn: Rate Increase Notice
Notices can faxed to DRM’s Bid Department
Attn: Rate Increase Notice
DRM has a financial responsibility to its customer to insure they are receiving a competitive rate and will bid the increase to all companies in the service area. Once this process is complete DRM’s bid department will send notification of acceptance of the increase or a cancellation of service within the 90 days prior to the effective increase date.
All requests for service must be e-mailed or called in by a DRM representative and must be performed within twenty-four (24) hours of such call. No invoices for service will be paid unless DRM approved such service in advance, except that in the event the store has an extreme emergency and no DRM representative is in the office to take the call (i.e., weekends, holidays), invoices for such services will be paid only if you contact DRM immediately after receiving the call and leave a detailed message regarding the service.
Send ALL invoices to: DRM Waste Management, PO Box 659, Forked River, NJ 08731-0659 store number and address must be on the invoice for processing. All invoices for compactor pulls must be accompanied by a dispatch ticket, signed by store personnel, and a weight ticket indicating the total tonnage removed from the box.
As DRM is a management firm, payment to your company will be made only AFTER DRM has received payment from the applicable client. In the event of a voluntary or involuntary bankruptcy proceeding, appointment of a receiver or other insolvency proceeding involving state or federal courts with respect to the client (“Insolvency Proceeding”), DRM’s obligation to you/your company will be limited to DRM’s actual recovery from the Insolvency Proceeding (the “Recovery”). In the event of a client Insolvency Proceeding your company hereby waive any and all claims against DRM for amounts in excess of the Recovery. The parties explicitly agree that this provision is intended to shift the risk of non-payment to your company in the event of an Insolvency Proceeding.
DRM WILL NOT PAY FINANCE CHARGES OR LATE PENALTIES. All invoices must include container size, frequency, rate, and service address. Invoices over 90 days will not be accepted for payment. It is the responsibility of your company to insure that all invoices are received by DRM in a timely fashion. Contact will only occur between your company and DRM. You represent and warrant that there will be NO CONTACT between your company and client locations as well as corporate offices.
DRM may terminate the Contract on immediate notification with or without cause. Within 24 hours of the termination or non-renewal of the contract, all waste containers must be removed from site. In the event that containers are not removed on said date, DRM shall have the right to take possession of such containers and hold hauler responsible for the costs incurred by DRM in removing and storing such containers.
If your company services multiple clients under one or more award letters or contracts, in the event of any Insolvency Proceeding or payment default by a client, your company shall continue to provide services to all other clients.
|Rebate/Commodities Financial/Contractual Obligation/Terms
|Upon performing services your company is confirming a financial and contractual obligation to return materials rebates at the full bid/awarded formula that you have submitted and agreed to. No signature is required. In the event that rebates are unpaid, DRM will retain all hauling funds within same client chain against rebates due. (*If rebate due based upon the above formula is less than $0.00, no rebate is due and there will be no charge to the client or DRM.)
This obligation to return client rebates cannot be transferred to any recycler or other 3rd party. Your entity is financially responsible to DRM/Client for any funds unless specified on this award. Non-payment from the recycler or 3rd party does not release your company from the financial responsibility for the fully awarded formula.
If this is a haul only contract, all loads must be brought to the agreed and specified recycling facility. Rebates for any diverted loads will become the full financial responsibility of the hauler at the fully awarded recycler rate that appears on this document.
DRM will e-mail a request for tonnage every Tuesday for all pulls performed within the prior week. All weights must be entered into the provided Excel format and returned next day. All weight tickets must be remitted with the e-mail.
DRM will e-mail invoices every Tuesday and statements every other Tuesday for all open/unpaid rebates.
Payment Terms – All rebates are due 30 days from the end of each service month. Any payments received after this time will be considered late/overdue.
Changes – Changes to the above obligation must be executed as follows or they will not be accepted by DRM. DRM must be notified, in writing via e-mail to: firstname.lastname@example.org, at least 90 days prior to any proposed change start date. This notification must be accepted by DRM in writing and by return e-mail to be considered received/valid by DRM. DRM will either accept the proposed change or reject the contract within 30 days.
DRM requires immediate notification in the event of the following circumstances:
- Change of ownership
- Change of management
- Closure of a facility that is currently processing materials
As such if the company continues to process materials after any of the above changes it is understood that the formula on the original award will prevail as per the terms of this agreement.
DRM Statement: DRM considers noncompliance with all rebate management requirements and short/non-payments a serious offense. DRM will not do business with or award new work on any accounts to vendors that do not honor contractual/financial obligations. Rebate management is a complex and time intensive process and we expect our vendors to be a partner in efficiency.
24 Hour Notice Required
Contaminated Loads: If a load is contaminated, a picture of the load must be provided along with the weight slip. If a picture is not provided, the full amount of the rebate will need to be paid, no exception. The picture(s) must show the whole load, not just a portion where there is a small amount of trash. If the weight ticket is from a landfill or transfer station or other trash facility please ensure that the load was not taken to this facility in error before presenting the contaminated issue to DRM. Any driver errors will be the full financial responsibly of the hauler and the rebate will be paid at the full contracted amount.
Banking and Financial Institutions
- The delegating or subcontracting of all or any part of Vendor’s obligations set out in this Agreement to any Vendor Subcontractor will not relieve Vendor from any obligation or liability under this Agreement. Vendor will remain responsible for the performance of all or any part of its obligations set out in this Agreement performed by any Vendor Subcontractors and any act or omission by any Vendor Subcontractor in breach of this Agreement, or which would have been a breach of this Agreement if done or not done by Vendor, will be deemed to be a breach of this Agreement by Vendor (including, for greater certainty, any such breach that would result in a right of termination by BANKING / FINANCIAL INSTITUTION under this Agreement). Vendor will ensure that each Vendor Subcontractor performs any Vendor’s obligations set out in this Agreement that has been delegated or subcontracted to the Vendor Subcontractor.
- Flow-Down Obligations. Vendor will ensure that each Vendor Subcontractor approved by BANKING / FINANCIAL INSTITUTION has a contract (a “Vendor Subcontract”) that is in writing and contains, at a minimum, provisions that are sufficient to enable Vendor to comply with its obligations set out in this Agreement, including obligations relating to confidentiality, privacy, security, ownership, use and license of Intellectual Property Rights, and audit.
- In seeking BANKING / FINANCIAL INSTITUTION’s approval of any Vendor Subcontractor, Vendor will submit to BANKING / FINANCIAL INSTITUTION a written proposal specifying: (i) the specific tasks Vendor proposes to subcontract; (ii) the identity and qualifications of the proposed Vendor Subcontractor; (iii) that the Vendor Subcontract complies (iv) whether the proposed Vendor Subcontract is a contract dedicated entirely to the provision of Work to BANKING / FINANCIAL INSTITUTION or whether the contract also relates to services provided by Vendor to any of its other customers; and (v) any other information reasonably requested by BANKING / FINANCIAL INSTITUTION or relevant to BANKING / FINANCIAL INSTITUTION’s approval of the Vendor Subcontractor.
- BANKING / FINANCIAL INSTITUTION’s Right to Remove Vendor Subcontractors or Vendor Subcontractor Personnel. If BANKING / FINANCIAL INSTITUTION determines, in its sole opinion and for any reason, that any particular Vendor Subcontractor or personnel of Vendor Subcontractor is unsatisfactory to BANKING / FINANCIAL INSTITUTION, then upon BANKING / FINANCIAL INSTITUTION’s written Notice to Vendor, Vendor shall remove such Vendor Subcontractor or Vendor Subcontractor’s personnel and promptly provide a qualified substitute upon BANKING / FINANCIAL INSTITUTION’s written approval.
- Compliance with BANKING / FINANCIAL INSTITUTION Policies. Vendor shall cause Vendor Personnel, including all Vendor Subcontractors and their respective employees, and other personnel performing the Work to comply with BANKING / FINANCIAL INSTITUTION’s rules, regulations and policies, from time to time in effect, concerning security, working hours, holidays, conduct, safety and similar and other matters, when at a Property or at any other facility owned, leased, managed or otherwise under the control of BANKING / FINANCIAL INSTITUTION, its agents or any of BANKING / FINANCIAL INSTITUTION’s Affiliates (“BANKING / FINANCIAL INSTITUTION Policies”). Vendor acknowledges that BANKING / FINANCIAL INSTITUTION may revise such rules, regulations and policies, in its discretion. While performing the Work onsite at a Property, Vendor Personnel shall adhere to the work calendar and hours followed by BANKING / FINANCIAL INSTITUTION Personnel at such Property, and BANKING / FINANCIAL INSTITUTION shall not be liable for payment of any overtime or other additional Fees in connection with the performance of the Work.
- Security Policies. Vendor shall cause Vendor Personnel, including all Vendor Subcontractors and their respective employees, and other personnel performing the Work to comply, when using, accessing or supporting BANKING / FINANCIAL INSTITUTION’s Properties or systems, with all security policies and regulations applicable to such Properties or systems. In the event that Vendor, any Vendor Personnel and/or any of their respective employees or other personnel fails to comply with such policies and regulations, Vendor will immediately notify BANKING / FINANCIAL INSTITUTION in writing and remove such individual from the provision of Work pursuant to the applicable Work Request.
- Security Credentials. Vendor shall monitor the use and possession of all security badges, login IDs, passwords, and other means of accessing BANKING / FINANCIAL INSTITUTION Properties or systems (“Security Credentials”) provided by BANKING / FINANCIAL INSTITUTION to Vendor and Vendor Personnel under this Agreement or any Work Request, including monitoring use and possession of such Security Credentials. All Security Credentials are the property of BANKING / FINANCIAL INSTITUTION, and, upon BANKING / FINANCIAL INSTITUTION’s request and instruction, Vendor will, or will cause Vendor Personnel to, return or destroy any Security Credentials as instructed by BANKING / FINANCIAL INSTITUTION.
- Background Checks. To the extent permitted by Applicable Laws, Vendor will conduct, at its own expense, background checks and drug screens for all Vendor Personnel, including any Vendor Subcontractors, who are to be provided access to any of the Properties, facilities, or systems prior to each such individual commencing the provision of the Work.
- Background checks must cover the seven (7) year period prior to the date of the background check and include:
- all locations where the individual resided;
- all criminal convictions (including pleas of nolo contendere);
- drug tests for illegal substances (within thirty (30) days prior to the start of Work);
- verification of positions, job titles, duties, and dates of employment;
- verification of eligibility to work in the United States or Canada, as applicable;
- satisfactory credit and reference checks; and
- upon request from BANKING / FINANCIAL INSTITUTION, verification of education and a driving record search.
- Background checks must cover the seven (7) year period prior to the date of the background check and include:
Detailed information about all of the foregoing must be provided to BANKING / FINANCIAL INSTITUTION upon request, and Vendor will obtain from Vendor Personnel all consent required to enable Vendor to disclose such results to BANKING / FINANCIAL INSTITUTION and to enable BANKING / FINANCIAL INSTITUTION to use and disclose such results as BANKING / FINANCIAL INSTITUTION requires to make a determination of whether assignment of such Vendor Personnel is acceptable to BANKING / FINANCIAL INSTITUTION, in its sole discretion.
- Vendor will not assign to BANKING / FINANCIAL INSTITUTION individuals who have been convicted of an indictable offense or of any crime involving dishonesty or theft or show use of illegal substances. For all other individuals convicted of a felony or misdemeanor, Vendor shall obtain the prior written approval of BANKING / FINANCIAL INSTITUTION prior to assigning such individual to perform Work on BANKING / FINANCIAL INSTITUTION’s Property and provide BANKING / FINANCIAL INSTITUTION with sufficient information to make the approval decision (including the results of background checks and any follow-up information collected by Vendor), which approval will be granted in BANKING / FINANCIAL INSTITUTION’s sole discretion.
- Vendor is responsible for compliance with all Applicable Laws in connection with conducting background checks.
- Nothing herein will prevent BANKING / FINANCIAL INSTITUTION from conducting its own background checks of such Vendor Personnel from time to time as it deems necessary and appropriate.
- Cooperation. Vendor shall fully cooperate with, and provide assistance to BANKING / FINANCIAL INSTITUTION in connection with, any investigation of suspected illegal activities, security breaches or similar situations which may involve Vendor, any Vendor Personnel performing the Work, or any other Persons engaged or retained by or on behalf of Vendor to perform the Work.
- Onboarding. Vendor will be responsible for orienting new Vendor Personnel to BANKING / FINANCIAL INSTITUTION’s policies, practices and procedures in a timely manner and will have Vendor Personnel participate in any training provided by BANKING / FINANCIAL INSTITUTION.
- Compliance with Immigration and Labour/Labor Law. Without derogating from or otherwise limiting any other provision in this Agreement or any Work Request, Vendor shall, and shall cause Vendor Personnel to:
- comply with all Applicable Laws relating to immigration with respect to its employees and their eligibility for employment (collectively, the “Immigration Laws”). No part of the Work may be performed by any person who is not legally eligible for employment in such capacity under the Immigration Laws. Vendor shall properly verify the identity and eligibility for work within the United States or Canada, as applicable, of all employees of Vendor assigned to perform the Work. Within three (3) Business Days of receipt of a written request from BANKING / FINANCIAL INSTITUTION, Vendor shall provide BANKING / FINANCIAL INSTITUTION with such evidence as may be appropriate and/or requested to satisfy BANKING / FINANCIAL INSTITUTION as to Vendor’s compliance with the Immigration Laws; and
- comply with all other Applicable Laws relating to employment and labour/labor including, but not limited to, federal, State, Provincial, and local disability and accessibility acts (e.g., Accessibility for Ontarians with Disabilities Act or Americans with Disabilities Act, as applicable) and building and safety codes.
- Vendor Personnel are Not BANKING / FINANCIAL INSTITUTION Employees. Except as expressly permitted in a Work Request or otherwise agreed to by BANKING / FINANCIAL INSTITUTION in writing, the Vendor Personnel, regardless of location, will not be considered agents or employees of BANKING / FINANCIAL INSTITUTION or any BANKING / FINANCIAL INSTITUTION Affiliate for any purpose whatsoever. Vendor will be solely responsible for the compensation of all Vendor Personnel. For greater certainty, except as expressly permitted in a Work Request or otherwise agreed to by BANKING / FINANCIAL INSTITUTION in writing, Vendor Personnel will not be entitled to any of the rights and benefits customarily extended to BANKING / FINANCIAL INSTITUTION Personnel. All Vendor Personnel will be, and will remain at all times during their assignment to provide Work, employees of Vendor, Vendor Affiliates or Vendor Subcontractors and not of BANKING / FINANCIAL INSTITUTION or any BANKING / FINANCIAL INSTITUTION Affiliate. Unless otherwise expressly stated in a Work Request, Vendor, and not any BANKING / FINANCIAL INSTITUTION or any BANKING / FINANCIAL INSTITUTION Affiliate, has the sole obligation and duty to supervise and direct the activities of the Vendor Personnel.
- Vendor Responsibility for Wages; Human-Resources Functions. Vendor is solely responsible for payment of: (i) all income, disability, withholding and other employment Taxes for Vendor Personnel; (ii) all compensation, medical benefit premiums, vacation pay, sick pay and other fringe benefits or costs related to employment for Vendor Personnel; (iii) providing all insurance and other employment related benefits to Vendor Personnel as required by Applicable Law; and (iv) to the extent applicable, making any overtime payments to Vendor Personnel if required by the Fair Labor Standards Act and corresponding State law or regulations.
- Solicitation by BANKING / FINANCIAL INSTITUTION. If BANKING / FINANCIAL INSTITUTION elects, in its sole and absolute discretion, to solicit or hire a Vendor Personnel who is engaged in performing the Work, it may do so upon written Notice to Vendor.
- Key Personnel
- List of Key Personnel. Vendor Personnel initially deemed critical by BANKING / FINANCIAL INSTITUTION for the performance of the Work are set out in Schedule E, and additional Vendor Personnel deemed critical by BANKING / FINANCIAL INSTITUTION for the performance of the Work may be set out by BANKING / FINANCIAL INSTITUTION in the applicable Work Request (collectively, the “Key Personnel”). Vendor shall ensure that the Key Personnel remain involved in the performance of the Work in the capacity set out in Schedule E throughout the duration of this Agreement and, to the extent identified in a Work Request, for the term thereof.
As a service provider you are attesting that you are aware of and have met all the above requirements and are in full compliance.