Contract for Curbside Waste Management Program THIS CONTRACT FOR CURBSIDE WASTE MANAGEMENT PROGRAM (“Agreement”), entered into by and between Warrick County Solid Waste Management District (“District”) and Renewable Resources, Inc. (“Contractor”), WITNESSETH, THAT: WHEREAS, District has established a curbside waste and recycling collection program for certain populated areas of Warrick County, Indiana; and WHEREAS, in connection therewith, District has issued its Request for Proposals (the “REP”), a copy of which is attached hereto as Exhibit A and made a part hereof, and WHEREAS, in response to said request, Contractor has submitted its initial proposal and subsequent amendments pursuant to the negotiations with the District Scoring Committee and as, accepted and approved by the District (the “Proposal”), a copy of which is attached hereto as Exhibit B and made a part hereof, WHEREAS, Contractor's Proposal has been selected from among all competing bids; NOW THEREFORE, in consideration of the promises and covenants contained herein and in the Proposal, District, and Contractor do hereby agree as follows: 1. Incorporation of Recitals. The foregoing introductory paragraph and recitals are hereby incorporated into the body of this document as though fully set forth herein. 2, Scope of Work Contractor shall perform the curbside waste and recycling collection program in strict accordance with all requirements and conditions of the RFP and all terms of the Proposal. 3. Term, The term of this Agreement shall be coterminous with the term specified in the RFP. 4, Assignment, This Agreement shall not be assigned by either party without the prior @) vritten consent of the other. Notwithstanding the foregoing, in the event that authority for the existence of solid waste districts within the State of Indiana is revoked or withdrawn by the Indiana State Legislature, The Board of Commissioners of Warrick County shall automatically take the place of District herein. 3. He miess and Indemr cation. To the fullest extent permitted by law, Contractor expressly agrees to defend, indemnify, and hold harmless the District and their respective employees, officers, and agents from and against all claims, damages, causes of action, losses and/or expenses, including attomey’s fees, to the extent arising out of or resulting from the performance of the work that is the subject of this contract, provided that any such claimed damage, loss, or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property including the loss of use resulting therefrom; and (2) is alleged to have been caused in whole or in part by any negligent act or omission of contractor regardless of whether it is also caused Page | of 6or is alleged to have been caused in part by an indemnified party hereunder including, but not by ‘way of limitation the negligence and/or fault of such indemnified party. Such obligation shall not be construed to negate, or abridge, or otherwise reduce other rights or obligations of indemnity which ‘would otherwise exist as to any indemnified party or person. 6. Insurance. Prior to starting work Contractor shall furnish to District satisfactory evidence that it has obtained the insurance herein required. It is agreed that this insurance will cover the liability of Contractor forall its acts and/or omissions giving rise to claims arising out of or in any way connected to the performance of the work under this contract including, but not by way of limitation, contractor's obligation and duty of indemnity as set out in Paragraph 5 of this contract. It is further agreed that the District and their employees, officers, and/or agents will be listed as additional insureds by said policy or policies and that said insurance shall be primary and non- contributory. Contractor shall further not permit any subcontractor to perform services in fulfillment of any term of this Contract until the same insurance requirements have been complied with by such subcontractor. 7. Relationship of Parties. Contractor acknowledges and agrees that it will perform its obligations hereunder solely as an independent contractor, and will not represent itself, or permit any of its employees to represent themselves, in any manner to any third party as a representative or authorized agent of District. No liability of any nature shall attach to District by reason of any claim which the Contractor may have against any other subcontractor or other parties arising out of the performance of this Agreement. 8. Entire Agreement. This Agreement represents the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior negotiations between such parties, and can be amended, supplemented, or changed only by an instrument in writing which makes specific reference to this Agreement and which is signed by all of the parties hereto. 9. Governing Law. This Agreement is being executed and delivered in the State of Indiana and shall be governed by and construed and enforced in accordance with the laws of the State of Indiana. In the event of a dispute, the judicial venue shall be Warrick County, Indiana. 10. Paragraph Headings, The paragraph headings are inserted in this Agreement only for convenience, and in no way define, limit, or describe the scope or intent of any provision of this Agreement. 11. Notices. All notices, elections, requests, demands and other communications required or permitted hereunder shall be given in writing and personally delivered or sent by a nationally recognized express courier service offering overnight delivery or by registered or certified United States mail, postage prepaid, return receipt requested, addressed to the parties as follows (or to such other person or such other address as either party hereto shall have given written notice to the other): If to District: ‘Warrick County Solid Waste Management District c/o Superintendent 1111S. Pelzer Road Boonville, IN 47601 Page 2 of 6If to Contractor: Renewable Resources, Inc. c/o Jordan M. Aigner, P.E. 944 N. Baker Road Boonville, IN 47601 Either party may change the address to which a notice is to be sent from time to time, upon providing written notice to the other parties hereto as provided above. 12. Waiver. Compliance with any provisions hereof may be waived, but only in writing by all of the parties hereto. No exercise or failure to exercise any right hereunder, and no partial or single exercise, of that ot any other right shall be construed to be a waiver of that or any other right, it being understood that all such rights and remedies are cumulative and not exclusive 13, Counterparts/Copies. ‘This Agreement may be executed in counterparts. Paper or electronically transmitted copies of this Agreement shall be enforceable as the original. IN WITNESS WHEREOF, the parties have executed this Contract for Curbside Waste Management Program on the dates set forth below. “Contractor” Renewable Resources, Inc. By: Printed: ‘August, 2015 [Remainder of Page Left Intentionally Blank] Page 3 of 6“District” Warrick County Solid Waste Management District Ba, DATE: _August 19, 2015 ‘Don Williams, Chair orbs 1) Sf DATE: _August 19, 2015 ‘Marlin Weisheit, Vice-Chair Qo DATE: _August 19, 2015 Pam Hendrickson, Secretary DATE: _August 19, 2015 Larry Lacer 2 _August 19, 2015 ‘Alonzo Moore DATE: _August 19, 2015 Richard A. Reid i, “4 L ny DATE: _August 19, 2015 Greg Riéhmond Page 4 of 6EXHIBIT “A” Request For Proposals, Please see attached. Page 5 of 6RESOLUTION 2015 - 03 A RESOLUTION BY THE WARRICK COUNTY SOLID WASTE MANAGEMENT DISTRICT BOARD OF DIRECTORS, ESTABLISHING A CURBSIDE WASTE AND RECYCLING MANAGEMENT PROGRAM WHEREAS, the Warrick County Solid Waste Management District (the “District”) was lawfully established pursuant to Indiana Code § 13-21-3-1; and WHEREAS, Indiana Code § 13-21-3-12 provides that a Solid Waste Management District may develop and implement a district wide solid waste management plan, and may enter into a contract or an agreement with any person that is necessary or incidental to the management of solid waste; and WHEREAS, the District manages the collection and disposal of solid waste within Warrick County; and WHEREAS, Indiana Code § 13-21-3-12 provides that a Solid Waste Management District has the power to adopt resolutions that have the force of law. and WHEREAS, the District shall amend its solid waste management plan, pursuant to Indiana Code §13-21-5-18, to include a program involving the collection of recyclables and a facility for processing such recyclable materials; and WHEREAS, the District has entered into a Public-Private Partnership with Renewable Resources, LCC for the construction and operation of Waste and Recycling Sorting Facilities on Pelzer Road in Warrick County; and WHEREAS, the District has received bids for the curbside waste and recyclable collection for Warrick County residents, multi-family units, embedded business and County and Municipal governments, and has accepted the recommendation of the District’s Scoring Committee by approving the bid submitted by Renewable Resources, Inc. (the “Contractor”) to operate a curbside collection program effective November 1, 2015. NOW THEREFORE BE IT RESOLVED BY THE WARRICK COUNTY SOLID WASTE MANAGEMENT DISTRICT BOARD OF DIRECTORS THAT THE WARRICK COUNTY SOLID WASTE MANAGEMENT DISTRICT ESTABLISHES THE FOLLOWING COUNTY WIDE CURBSIDE WASTE MANAGEMENT PROGRAM:IL. Vv. Recitals. The above recitals are incorporated as if fully set forth herein. Name. The term “Program” used below shall mean the “Curbside Waste Management Program.” Purpose. The Program will better serve the citizens of Warrick County by efficiently managing the County’s waste processing, increasing the recycling of recyclable materials through a combined curbside waste and recycling collection service, and increasing the overall health, safety, and general welfare of the citizens of the County of Warrick, Covered Participants. While more participants will be covered by and included in the Program over time, initially the following participants within the boundaries of the County of Warrick will be eligible for the Program © Single-family, residential zoned properties; * Multi-family, residential zoned properties that are able to utilize the containers described below; * Embedded Commercial zoned properties, defined as those businesses embedded within residential areas and also able to utilize the containers described below; and ‘* Warrick County and Municipal government properties able to utilize the containers described below. These are subject to a determination by the Contractor in conjunetion with the District that it is economically feasible for those residents residing in remote areas of Warrick County be included in the Program. Areas to be Serviced by Program. All residents of Warrick County and unincorporated municipalities described as Covered Participants above in Paragraph IV will be automatically enrolled as participants in the Program, Residents of incorporated municipalities will also be automatically enrolled as participants in the Program upon passage of a Resolution by their respective legislative councils similar to this Resolution pursuant to 1.C. 13-21-3-12, All participants in the Program will be required to utilize the services of the Contractor. The Contractor will provide an opt-out program for residents who do not wish to participate in the Program at no cost to those residents opting out. A simplified procedure to opt out will be provided by the Contractor with details mutually agreed upon between the District and Contractor. All residents not eligible for participation or that have opted out of theVIL Program are required to deliver all solid waste and recyclables to the various drop-off centers in Warrick County. Description of Program. A. Contracted Service Provider. The District has received and reviewed bids from the multiple waste hauler providers currently servicing Warrick County and has approved and entered into a written agreement with the Contractor. The Contractor shall be the sole provider of curbside waste and recycling collection for the areas described in Paragraph IV and V above (the “Agreement”). This agreement is for a term of five (5) years Existing Contracts for Curbside Waste Collection. Contracts for curbside waste collection and disposal services within the County of Warrick existing as of August 19, 2015, and that have a term that extends beyond November 1, 2015, may remain in effect for the term of the contract not to extend past August 19, 2016. Any contract or provision therein purporting to extend its term past August 19, 2016, shall be void. Contracts for curbside waste collection and disposal services entered into after August 19, 2015, that extend beyond November 1, 2015 shall be void, Frequency of Collection. Curbside waste collection will occur on a weekly basis. Curbside recyclables collection will occur on a bi-weekly basis. Containers, Every participant of the Program will receive from the Contractor the following: 1. Waste Container. Eve-y participant will receive a sixty (60) gallon, wheeled waste container. Participants may, for an additional monthly fee as determined by the Contractor, request additional waste containers. 2. Reeyeling Container, Every participant will receive a ninety (90) to ninety-four (94) gallon, wheeled container for recyclables. Participants may, for no additional fee, request additional containers from the Contractor for recyclables. Additional sizes of containers and other details of the container program may be modified by mutual agreement of the District and the Contractor during the term of the Agreement.VIL. VIL. E, Composition of Containers. All containers provided by the Contractor to new and existing customers after November 1, 2016, shall be composed of no less than twenty-five percent (25%) recycled material collected by the Contractor from Warrick County, as best determined by reports submitted by the Contractor to the District on an annual basis, F. Curbside Collection. All participants, unless participating in the Curb-to- Door Program as described below, will be required to place their waste and recycling container(s) near the curb at the end of their driveways for collection on their scheduled collection days to be determined and publicized by the Contractor. The Contractor may distribute additional instructions to participants as needed. G. Drop-off Centers. The waste and recycling drop-off centers located throughout the County will continue to be in operation by the District for Warrick County residents for so long as it is economically feasible as determined by the District. Prives for waste disposal at the drop-off centers may be adjusted to an amount proportionate with the cost of providing the services at the drop-off centers at the discretion of the District Board of Directors, which may be further adjusted from time to time by the Board. Sorting and Processing Facility. A new, state-of-the-art sorting and processing facility will be located on Pelzer Road, in addition to a solid waste sorting and disposal facility, to which all waste and recycled materials collected in Warrick County shall be delivered (the “Facility”). Upon arrival, all materials will be sorted with the recyclable materials being separated from the waste materials. All recyclable materials collected within the boundaries of the District by any waste disposal service provider shall be delivered to the Facility and will be processed by the District beginning November 1, 2015. All waste materials will be collected and disposed of in an environmentally friendly manner at the Facility pursuant to a public-private partnership agreement entered into by the District beginning December 1, 2015, Disposal of Collected Materials, Beginning December 1, 2015, or any such later date as established by the Board of Commissioners of Warrick County, all solid wastes collected at one of the Distriet’s drop-off centers, by the Contractor, or by any other contractor within the boundaries of Warrick County shall be delivered to the Pelzer Road facility described in Paragraph VII. It shall be unlawful for any other means of disposal of all solid waste located within Warrick County, including but not limited to delivery and disposal outside of Warrick County.IX. Cost of Program. The Program will provide overall savings to Warrick County and municipality participants. Each participant will be charged a monthly service fee of Fourteen and 50/100 Dollars ($14.50) for the base waste collection service. Recycling collection services shall be provided at no charge or fee to the participants of the Program, Any additional optional services and/or additional waste containers will be an additional fee collected by the Contractor. Participants will be billed monthly or quarterly by the Contractor, and participants will have a variety of payment options, including payment by check, credit card, and automatic withdrawal. A. Optional Add-ons. The following services will be available to participants in the Program as described below: 1 Curb-to-Door Service, Senior Citizens and Disabled Citizens will be permitted to participate in the Curb-to-Door service. The Contractor will retrieve the participant’s waste and recycling containers from a designated location near the participant’s residence, empty the containers, and return the containers to the designated location. ‘The Curb-to-Door Service must be requested by the participant on forms to be provided by the Contractor and shall be provided at no additional charge to eligible participants. Heavy Trash Day Collection Service. The Contractor will advertise and provide collection of “Heavy Trash” which shall be further described and defined by the Contractor and District to all participants at a price of Four and 75/100 Dollars per cubic yard The frequency of these collections shall be organized and coordinated with the District and the various incorporated municipalities. Yard Waste Colle those communities and municipalities that request a Yard Waste Collection Service. The District’s drop-off centers will continue to be available for disposal of certain yard waste at no charge as long as it is economically feasible to do so. Service. The Contractor will work with Addition: . Additional Services may be offered by the Contractor in conjunction with the District as the Contractor and Board agree upon from time to time. er’B. c. Discounts and Fee Deductions, 1 Senior Citizen Discount. The Contractor will provide a discount for Senior Citizens who are on a fixed income and who participate in the Program of ten percent (10%) as of November 1, 2015. Di: led Citizens Discount. The Contractor will provide a discount for Disabled Citizens who participate in the Program of ten percent (10%) as of November 1, 2015. Veterans Discount. The Contractor will provide a discount for Veterans who participate in the Program of ten percent (10%) as of November 1, 2015, For purposes of Paragraph [X(B), “Senior Citizen” shall mean those participants who are sixty-five (65) years of age or older and head of the household as verified by the participant requesting the discount, “Disabled Citizen” shall mean those participants who are have a disability is defined by the ADA as a person who has a physical or mental impairment that substantially limits one or more major life activities, a person who has a history or record of such an impairment, or a person who is perceived by others as having such an impairment, as verified by the participants to the satisfaction of the Contractor. “Veteran” shall mean any person who served for any length of time or is actively serving in any branch of the United States armed forces as verified by the participants to the satisfaction of the Contractor. Participation Incentives. The Contractor in conjunction with the District will implement various incentive programs to encourage participation in the Program by existing participants and the recruitment of new customers. Cost of Living Adjustment, The Contractor may increase the Program fee annually based upon the “Consumer Price Index for all Urban Consumers, All Items” (base reference period 1982-1984 = 100), published by the United States Bureau of Labor Statistics, or its successors, not to exceed three percent (3%) annually to account for adjustments to the cost of living, In the event an adjustment is to be made to the Program fee, it shall be made effective on December | of the current year and the following formula shall be used: (a divided by b) x c= CPI Adjustment, where 1, a= the index for the month that is two months preceding the commencement of the year for which the annual Program fee isXL XIL being determined (¢g., January, 2005, in the case of the first annual adjustment) minus the index for the month that is two months preceding the commencement of the prior period (e.g., January, 2004 in the case of the first annual adjustment); 2. b= the index for the month that is two months preceding the commencement of the prior period (e.g., January, 2004 in the case of the first annual adjustment); and 36 the annual rental for the prior period, Commencement of Program. The Program will commence curbside collection with the first curb-side solid waste collection, on November 1, 2015, Enforcement Provisions. The District and the Contractor are committed to providing the described services to all participants efficiently and fairly to all involved. Individuals who do not pay for their services or who commit theft by utilizing another participant's paid up services, threatens the viability and credibility of the Program. Therefore, the Contractor in conjunction with the Distriet will develop enforcement procedures and policies to ensure all required participants comply with the terms of the Program. Miscellaneous, A. Other Program Terms. Other terms incorporated into the Program may be found in the Request for Proposals dated May 21, 2015, as published on or about May 28, 2015, and the final bid of the Contractor approved by the Board on August 11, 2015. B. Alterations to Program, The Contractor and the District reserve the right to modify any and all services or costs of the Program as they may mutually determine to be necessary from time to time, Notice shall be provided to participants in a manner reasonably likely to reach the participants.Adopted this 19" day of August, 2015. WARRICK COUNTY SOLID WASTE MANAGEMENT DISTRICT BOARD OF DIREt Don Williams, President Marlin Weisheit, Vice-President Caw We Mayor Pam Hendrickson, Secretary Richard %. Reid, Member ‘Alonzo Moore, Larry Lacer, Member J y Greg Richmond, Member Witnesses Trayce Wikon; ControllerRESOLUTION 2015 - 04 A RESOLUTION BY THE WARRICK COUNTY SOLID WASTE MANAGEMENT DISTRICT BOARD OF DIRECTORS DIRECTING ALL RECYCLABLE MATERIALS TO THE PELZER ROAD FACILITY OR TO ONE OF THE DISTRICT’S DROP-OFF CENTERS WHEREAS, the Warrick County Solid Waste Management District (the “District”) was lawfully established pursuant to Indiana Code § 13-21-3-1; and WHEREAS, Indiana Code § 13-21-3-12 provides that a Solid Waste Management District may develop and implement a district wide solid waste and recycling management plan and to do all things necessary for the reduction, management, and disposal of solid waste and recyclable materials; and WHEREAS, the District manages the collection and disposal of solid waste and recyclable materials within Warrick County; and WHEREAS, the District desires to and reduce the amount of solid waste collected and disposed of within Warrick County by encouraging and promoting recycling, while also improving the environmental impact and quality of life of all current and future citizens of Warrick County; and WHEREAS, Indiana Code § 13-21-3-12 provides that a Solid Waste Management District has the power to adopt resolutions that have the force of law, and WHEREAS, Warrick County shall pass an Ordinance directing the flow of all solid waste collected and to be disposed within Warrick County to a solid waste transfer facility to be constructed at 1111 S. Pelzer Road, Boonville, Indiana; WHEREAS, the District is amending its Solid Waste Management Plan, pursuant to Indiana Code §13-21-5-18, to include a program involving the construction and operation of a facility for processing all collected recyclable materials; and WHEREAS, pursuant to its powers under Indiana Code § 13-21-3-12, the District has entered into a Public-Private Partnership with Renewable Resources, Inc. for the construction and operation of Waste and Recycling Sorting Facilities on Pelzer Road in Warrick County.NOW THEREFORE BE IT RESOLVED BY THE WARRICK COUNTY SOLID WASTE, MANAGEMENT DISTRICT BOARD OF DIRECTORS THAT THE WARRICK COUNTY SOLID WASTE MANAGEMENT DISTRICT HEREBY ESTABLISHES THE FOLLOWING RULES FOR THE DELIVERY OF RECYCLABLE MATERIALS TO THE DISTRICT: I __ Recitals. The above recitals are incorporated as if fully set forth herein. Il Definitions. The following definitions apply A. “Recyclable Material” means all recyclable materials as will be further defined by the District and/or the County and may be amended from time to time. B. “County” means Warrick County, Indiana C. “Designated Facility” means the District’s recycling processing facility for recyclables located at 1111 S. Pelzer Road, Boonville, Indiana, or such other facility as might be designated from time to time by the District D. “Effective Date” means November I, 2015, for single stream recyclables which may be extended by a period not to exceed thirty (30) days in the event the Designated Facility is not yet operational and the District’s Board determines it to be in the District’s best interest, provided notice is given of the change in Effective Date E, “Person” means any individual, group, business, association, proprietorship, partnership, corporation, limited liability company, or other entity. IIL Delivery of Recyclable Materials, Beginning on the Effective Date, and at all times thereafter, it shall be unlawful for any Person to dispose of Recyclable Materials that, are generated, contained, or collected within the County other than by delivering or causing the delivery of such Recyclable Materials to the Designated Facility in accordance with this resolution and any applicable laws, rules, procedures, and instructions promulgated by the Warrick County Board of Commissioners or the District. IV. Penalty, Any Person who shall violate a provision of this resolution shall be subject toa civil penalty, payable to the Distric:, of not more than $500.00 for the first violation and not more than $1,000.00 for each additional violation. Each day that a violation occurs or continues shall be deemed a separate offense, Such Person shall also be liable for court costs and reasonable attomey’s fees incurred by the District. Adopted this 19" day of August, 2015.WARRICK COUNTY SOLID WASTE MANAGEMENT DISTRICT BOARD OF ee 8 on Williams, President (ale L j° L. f Marlin Weisheit, Vice-President G Do x kon, Secretary ici Larry Lacer, Member Greg Richond, Member 7 Witnessed: Trayce Wilson, Controller