EDG Compostables Collection Agreement Form.pdf

AGREEMENT FOR RESIDENTIAL COMPOSTABLE MATERIALS

COLLECTION SERVICE

THIS AGREEMENT FOR RESIDENTIAL COMPOSTABLE MATERIALS

COLLECTION SERVICE (this “Agreement”) is made and entered into this ___ day of ________________________ , by and between the CITY OF EDGEWATER, a Colorado home-rule municipal corporation (“City”), whose address is 1800 Harlan Street, Edgewater, Colorado 80214 and ____________________ ("Contractor") whose address is ______________________.

WHEREAS, the Contractor, in response to the City's Request for Proposals, submitted a proposal, dated ______________________, to provide residential compostable materials collection services within the City and to perform such work as may be incidental thereto; and

WHEREAS, the City desires to have the Contractor perform residential compostable materials collection services in accordance with the terms of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1:

A. “Compostable Refuse” means all refuse or waste expressly permitted for pickup under the written policies of the Contractor, as they may be amended by the Contractor from time to time.

B. “Customer” means a City residential compostable materials collection service customer that is a Producer from a Residential Unit.

C. “Excluded Waste” means any and all refuse or waste that does not meet the definition of Compostable Refuse.

D. “Producer” means an owner, operator or occupant of a Residential Unit who generates Compostable Refuse.

E. “Refuse” means all waste generated at a Residential Unit that is not Excluded Waste.

F. “Residential Unit” means and includes single-family detached dwelling units, and multiple-family attached dwelling units in complexes containing seven (7) dwelling units or less.

2. Scope of Agreement.

A. This Agreement pertains to Compostable Refuse collection services for Residential Units. Contractor’s work under this Agreement shall, except as expressly set forth herein, consist of all of the supervision, materials, equipment, labor and other items necessary to collect and dispose of Compostable Refuse from Residential Units in accordance with the provisions of this Agreement.

B. This Agreement shall not be considered an exclusive franchise for services to the residents of the City and any resident may choose to negotiate with any other refuse removal service licensed to do business in the City or may choose to remove their own refuse in accordance with applicable laws and regulations.

3. Scope of Work.

Beginning on ______________, and continuing to and through _________________________, the Contractor will provide the following services to the City or, as applicable, to each Customer that is identified in a writing from time to time by the City to the Contractor:

A. Compostable Refuse Collection. Weekly collection of Compostable Refuse derived from food and twice-monthly collection of Compostable Refuse derived from yard waste from Residential Units between ___ a.m. and ____ p.m. each _________ , and delivery of the materials to a composting facility. Refuse collection rates will be unit-based and shall be $________ per month for a six-gallons of food-derived Compostable Refuse collected weekly, and $_________ per month for a six gallons of food-derived Compostable Refuse collected weekly and the twice monthly collection of a sixty-four gallon bin of yard-derived Compostable Refuse. Collection activities shall occur at the street-front side of Residential Units (as opposed to the alley), at the curb, or similar location, for Compostable Refuse derived from food, and at the alley-front side for Compostable Refuse that is derived from yard waste.

In addition, Contractor shall offer a weekly seasonal yard waste composting service, from May 1 through October 31 each year, using 64 gallon bins at a cost of $____ per month. Any other provision of this Agreement notwithstanding, the City understands and agrees that the Contractor will observe national and other holidays from time to time, and will establish policies concerning alternative pick up days when a holiday prevents pick up of Compostable Refuse on the regularly-scheduled day.

B. Excluded Waste. If Excluded Waste is discovered before it is collected by Contractor, Contractor may refuse to collect the entire bin, container, bag, bundle or cart of waste.

In such situations, Contractor shall contact the City and the City shall endeavor to ensure that such Excluded Waste is removed and properly disposed of by the depositor or generator of the waste. In the event any Excluded Waste is not discovered by Contractor before it is collected, Contractor may, in its sole discretion, remove, transport and dispose of such Excluded Waste at a location authorized to accept such Excluded Waste in accordance with all applicable laws and charge the depositor or generator of such Excluded Waste all direct and indirect costs, not to exceed ___ Dollars ($__ ) per occurrence, incurred due to removal, remediation, handling, transportation, delivery and disposal of such Excluded Waste. The City shall provide reasonable assistance to Contractor to conduct an investigation to determine the identity of the depositor or generator of the Excluded Waste and to collect the costs incurred by Contractor in connection with such Excluded Waste.

Subject to the City’s providing such reasonable assistance to Contractor, Contractor shall release City from any liability for any such costs incurred by Contractor in connection with such Excluded Waste, except to the extent that such Excluded Waste is determined to be attributed to the City. In all events, title to and liability for any

Excluded Waste shall remain with the generator of such Excluded Waste and shall at no time pass to the Contractor.

C. CPI-Based Price Change:

Annually, effective on the anniversary date of this Agreement as first above written, the prices for the services set forth in subparagraph A above which may be charged by the Contractor for the second and each subsequent year during the term of this Agreement may, at the Contractor’s sole discretion, be adjusted upward to reflect changes in the cost of operations, as reflected by the previous twelve (12) months average change of the Consumer Price Index for All Urban Consumers, Denver/Boulder/Greeley Area, minus food and energy prices (the “CPI”), as published by the U. S. Department of Labor, Bureau of Labor Statistics.

If requested in writing by the Contractor along with the information required to be presented as set forth below, as of the first day after the anniversary date of this Agreement, and every twelve (12) months thereafter (the “Rate Modification Date”), the fees shall be increased for the ensuing twelve-month period in a percentage amount equal to 100 percent of the percentage change of the CPI, or plus ___ percent (___ %), whichever equals the lesser rate of change. As soon as possible after a Rate Modification Date, Contractor shall send to the City a comparative statement setting out: (1) the previous twelve month’s average change of the CPI, along with copies of the publications by the U.S. Department of Labor, Bureau of Labor Statistics, on which such CPI average change calculation is based; and (2) the increase or decrease in the fees which may be charged by the Contractor. On the next billing date after the receipt of the comparative statement, the City shall pay to the Contractor a lump sum equal to any increase applicable to that portion of the current period which has elapsed and, thereafter, the fees charged by the Contractor shall be modified to reflect any change until a different comparative statement is received by the City.

4. City to Provide Collection Bins.

To facilitate the Contractor’s services under this Agreement, the City will, at its sole cost and expense, supply all Customers served with compostable refuse collection bins in accordance with the level of service chosen by the Customer (e.g. two three-gallon bins for food-derived Compostable Refuse only, or two three-gallon food waste bins as well as a 64 gallon yard waste bin) as well as an initial supply of five (5) compostable bags with each bin. The City shall be the sole owner of the bins, shall have the right to brand the bins solely with Edgewater’s name, and shall retain ownership of the bins upon expiration or other termination of this Agreement.

5. Maintenance of Records and General Reporting Requirements.

The Contractor shall maintain in its local office full and complete operations and Customer service records pertaining to services provided under this Agreement (the “Records”). The Records shall be maintained for a period of not less than three years at all times, and the Records shall at all reasonable times be open for inspection and copying for any reasonable purpose of the City upon prior notice to the Contractor. The Contractor shall provide to the City, by the tenth day of each month, a report in an electronic format acceptable to the

City Manager that provides the following information with respect to the services provided under this Agreement during the month immediately preceding the report:

i) the identity, address, and total number of Customers to whom service was provided;

ii) a log of complaints concerning collections services and a statement concerning the resolution of each such complaint;

iii) a log of missed pick-ups and a statement concerning the resolution of each such missed pick-up;

iv) a description of any vehicular accidents or infractions;

vi) total weight, in volume or tonnage, of all Compostable Refuse collected; and

vii) such other information that may reasonably be requested by the City from time to time.

The Contractor shall also provide the City with an annual summary report that aggregates the information set forth in each monthly report. The Contractor understands and agrees that the reports to be provided pursuant to this Section 5 are to be separate and distinct from any billing statement or report to be provided pursuant to the provisions of Section 10 of this Agreement below.

6. Trucks and Equipment: All equipment and vehicles used in the performance of Contractor’s services under this Agreement shall be kept in good repair and appearance at all times and shall comply with all applicable provisions of law, including but not limited to the laws of the City. In addition, each vehicle used in the performance of services under this Agreement shall have clearly visible on each side of the vehicle the identity and telephone number for the Contractor.

7. Litter or Spillage. The Contractor shall not litter premises in the process of making collections, but the Contractor shall not be required to collect any Compostable Refuse that has not been placed in approved containers or in a manner as provided in this Agreement. During hauling, all Compostable Refuse shall be contained or enclosed so that leaking or spillage of materials is minimized. In the event of any leakage or spillage by the Contractor, the Contractor shall be required to clean up the litter caused by the leakage or spillage.

8. Promotion and Education: The Contractor will use its expertise, knowledge, and time to assist City staff in recruiting Customers for Contractor's services being provided under this Agreement, and to develop and execute a public education program to encourage the collection of compostable materials. Without limiting the generality of the foregoing, the Contractor shall:

i) work cooperatively with the City staff to develop and provide a co-branded informational flyer to potential customers explaining the new service options and encouraging waste reduction and diversion through the collection of compostable materials. The information contained in the flyer will be subject to the City Manager’s approval and will inform City residents of the specifics of the compostable refuse collection program, including but not limited to the requirements related to the customer’s choice of service levels and bin sizes, a services and fee schedule, a collection schedule, a listing of what materials can go into the collection bin, instructions on the proper handling of the collection bin, and other pertinent information; and

ii) participate with the City staff and City Council in up to four (4) public meetings to be held for the purpose of providing information to the public about this Agreement and the Contractor’s services under this Agreement. The Contractor will develop informational materials to handout at these meetings, with the assistance of, and subject to the approval of, the City staff.

9. Customer Service: Except with respect to the billings and collections for services provided, the Contractor shall be responsible for providing all customer service functions including informing residents of current services, and resolving customer complaints.

10. Compensation Payment Schedule: The Contractor shall bill the City monthly on an aggregate basis for all services provided in accordance with this Agreement. The Contractor will supply a billing report (in a format approved in advance by the City Manager) each month summarizing services provided, detailing any and all charges by address, and listing the addresses where the service level has been changed for use in adjusting the residents' utility bills. The total of the detailed report shall equal the aggregate amount billed to the City. The City shall pay each monthly billing within 30 days of receipt of the billing from the Contractor. The Contractor shall be paid for its services by the City irrespective of whether or not the City collects from its customer for such service. Any payments not made by the City on or before the due date shall bear interest at the 1.5% per month. The City will retain full auditing rights of the Contractor's accounting records as they pertain directly to this Agreement. All such information shall to the extent permitted by law be deemed as confidential.

11. City Billing and Collection. Except as may otherwise be specifically set forth herein with respect to direct charges by the Contractor to a customer, the City shall have the sole and exclusive authority to bill to and collect from its customers for services provided by the Contractor pursuant to this Agreement. Not less than five (5) days prior to the Contractor’s commencement of collection services under this Agreement, the City shall provide to the Contractor a list containing the name and address of each person or entity to be provided collection services under this Agreement. From time to time, the City may provide a written notice to the Contractor concerning the addition of new customers to be provided with collection services under this Agreement. The Contractor shall discontinue collection services at any address as set forth in a written notice to it by the City. Upon further written notification by the City, the Contractor shall resume collection services at any such address on the next regularly-scheduled collection day.

12. Effective Date; Term; Non Appropriation; Condition Precedent. This Agreement shall be deemed effective on ___________________, and shall continue in effect until _____________________________ , unless terminated by either party as provided herein.

Beginning ____________________, this Agreement shall automatically renew for _____ successive one-year periods, unless, not less than thirty (30) days prior to any annual expiration, either party gives a written notice of non-renewal to the other party. Any other provision of this Agreement notwithstanding, the City's financial obligations under this Agreement are from fiscal year to fiscal year only, and any financial obligation shall be subject to annual appropriation in the sole and absolute discretion of the Edgewater City Council. Nothing in this Agreement shall be deemed or construed as creating a multiple fiscal year obligation on the part of the City within the meaning of the Colorado Constitution, Article X, Section 20. Any failure of the City Council annually to appropriate adequate monies to finance the City’s obligations under this Agreement shall terminate this Agreement at such time as such then-existing appropriations are to be depleted. Notice shall be given promptly to Contractor of any failure of the City Council to appropriate such adequate monies.

13. Termination.

i) In the event of a failure by Contractor to perform any material provision of this Agreement, the City shall give written notice of such breach to the Contractor along with at least fifteen (15) days (the “cure period”) to correct such breach. City may terminate this Agreement after such cure period if Contractor has not adequately corrected such breach in accordance with this Agreement and City so notifies Contractor in writing of such termination action. At such time, City shall pay Contractor only all charges and fees for the services performed on or before the date of termination. Following any such termination and the final payment from the City to the Contractor, neither party shall have any further obligation under this Agreement other than for claims for personal injuries or property damage as expressly provided in this Agreement and arising prior to such termination date. In addition, the City may terminate this Agreement at any time and for any reason upon thirty (30) days written notice to Contractor, provided that, at the time of such termination, the City shall pay to the Contractor all amounts due and owing for Contractor’s services provided up to the date of termination.

ii) In the event of a failure by City to perform any material provision of this

Agreement, the Contractor shall give written notice of such breach to the City along with at least fifteen (15) days (the “cure period”) to correct such breach. Contractor may terminate this Agreement after such cure period if City has not adequately corrected such breach in accordance with this Agreement and Contractor so notifies City in writing of such termination action. At such time, City shall pay Contractor for all charges and fees for the services performed on or before such termination date. Thereafter, following any such termination and the final payment from the City to the Contractor, neither party shall have any further obligation under this Agreement other than for claims for personal injuries or property damage as expressly provided in these terms and arising prior to such termination date. In addition, the Contractor may terminate this Agreement at any time and for any reason upon thirty (30) days written notice to the City. At such time, City shall pay Contractor for all charges and fees for the services performed on or before such termination date. Thereafter, following any such termination and the final payment from the City to the Contractor, neither party shall have any further obligation under this Agreement other than for claims for personal injuries or property damage as expressly provided in these terms and arising prior to such termination date.

14. Independent Contractor: The Contractor, and any persons employed by the Contractor for the performance of work hereunder, shall at all times be independent contractors and not the employees or agents of the City. As independent contractors, the Contractor and its employees are not entitled to workers' compensation benefits except as maybe provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by the Contractor or some other entity. Except as specifically set forth otherwise in this Agreement, the Contractor is responsible for all federal and state income tax, and other applicable taxes, on any moneys earned by or paid to the Contractor pursuant to this Agreement. The Contractor shall be responsible and pay for all the following:

A. Services of the drivers, their assistants, and any other personnel involved in any services rendered under this Agreement; and

B. For assuring that, when required by applicable law, each driver involved in any services rendered under this Agreement holds a valid commercial driver's license issued by the State of Colorado; and

C. Expenses, maintenance, and operations of the trucks and any other equipment involved in any services rendered under this Agreement; and

C. For compliance by Contractor and its agents and employees at all times with all laws, ordinances, rules, and regulations pertaining to the services rendered under this Agreement, and assuring such compliance by the drivers, their assistants, and any other personnel involved in any services under this Agreement.

15. Insurance Requirements:

A. The Contractor agrees to procure and maintain, at its own cost, the following policies of insurance. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to this Agreement by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types.

B. The Contractor shall procure and maintain, and shall cause any subcontractor performing work pursuant to this Agreement to procure and maintain or insure the activity of the Contractor's subcontractors in the Contractor's own policy, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurers acceptable to the City. All coverages shall be continuously maintained from the date of commencement of services hereunder. In the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.

(1) Worker's Compensation insurance in an amount sufficient to cover obligations imposed by the Worker's Compensation Act of Colorado and any other applicable laws for any such employee engaged in the performance of work under this Agreement.

(2) Comprehensive General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall be on an occurrence basis, and shall contain a severability of interests’ provision and a waiver of subrogation.

(3) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate with respect to each of the Contractor’s owned, hired or non-owned vehicles assigned to or used in performance of the services. The policy shall be on an occurrence basis, and shall contain a severability of interests’ provision and a waiver of subrogation.

C. The policies required above, except for the Workers' Compensation insurance, shall be endorsed to include the City and its officers and employees as additional insureds, but only to the extent of Contractor’s negligence and not the negligence of the City, its officers and employees. Every policy required above shall be primary insurance, and any insurance carried by the City, its officers, or its employees, shall be excess and not contributory insurance to that provided by the Contractor. The additional insured endorsement for the Comprehensive General Liability insurance required above shall not contain any exclusion for bodily injury or property damage arising from completed operations. The Contractor shall be solely responsible for any deductible losses under each of the policies required above.

D. Certificates of insurance shall be completed by the Contractor's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by the City. Each certificate shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least 30 days prior written notice has been given to the City. If the words "endeavor to" appear in the portion of the certificate addressing cancellations, those words shall be stricken from the certificate by the agent(s) completing the certificate. The City reserves the right to request and receive a certified copy of any policy and any endorsement thereto.

E. Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of this Agreement for which the City may immediately terminate this Agreement, or at its discretion may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connections therewith, and all monies so paid by the City shall be repaid by the Contractor to the City upon demand, or the City may offset the cost of the premiums against any monies due the Contractor from the City.

F. The parties hereto understand and agree that the City is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections afforded it by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as from time to time amended, or otherwise available at law and applicable to the City, its officers, or its employees.

16. Indemnification: The Contractor agrees to indemnify and hold harmless the City, and its officers, officials and its employees, from and against all liability, claims demands, and expenses, including court costs and reasonable attorney fees, on account of any injury, loss, or damage, which arise out of or are in any manner connected with the work to be performed under this Agreement, to the extent that such injury, loss, or damage is caused by, or is claimed to be caused by, the negligent act or omission, or willful misconduct, of the Contractor, any subcontractor of the Contractor, or any officer, employee, or agent of the Contractor, or any other person for whom the Contractor is responsible. The obligations of this section shall not apply to damages which the City shall become liable by final judgment to pay to a third party as a result of the negligent act or omission, or willful misconduct, of the City. The obligations of Contractor under this Section 16 shall survive the expiration or termination of this Agreement.

17. Notice: Any notice or communication between the Contractor and the City which may be required, or which may be given, under the terms of this Agreement shall be in writing, and shall be deemed to have been sufficiently given when directly presented or sent pre-paid, first class United States Mail, addressed as follows:

___________ City of Edgewater ____________ 1800 Harlan Street ___________ Edgewater, CO 80027 ___________ Attn: City Manager

18. Force Majeure: Neither party shall be liable to the other for any delay in, or failure of, performance where performance is prevented or delayed by acts of God, fire, explosion, accident, flood, earthquake, epidemic, war, riot, strikes, lockouts, rebellion, restraints or injunctions, or other legal processes from which a party affected cannot reasonably relieve itself by security or otherwise. In cases of inclement weather, the Contractor and the City Manager shall agree for what period of time and upon what conditions collection service shall be suspended and such suspension shall be considered a force majeure event.

19. Compliance with Law: The work and services to be performed by the Contractor hereunder shall be done in compliance with all applicable federal, state, county and City laws, ordinances, rules and regulations.

20. Venue: This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in the County of Jefferson, State of Colorado.

21. No Waiver: Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement shall not constitute a waiver of any of the other terms or obligations of this Agreement.

22. Assignment: This Agreement shall be binding upon the parties hereto, their successors or assigns. The Contractor shall not assign this Agreement, in whole in part, or assign any rights to payment hereunder, without prior written consent of the City, which consent may be withheld in the City’s sole and absolute discretion; provided, however, that the Contractor may assign this Agreement, without consent, to an entity controlled by, controlling, or under common control of the Contractor .

23. Default Attorney Fees: In the event that suit is brought regarding this Agreement, the prevailing party shall be entitled to its reasonable attorney fees and related court costs.

Colorado law shall apply to the construction and enforcement of this Agreement.

24. Entire Agreement and Amendment: This Agreement represents the entire Agreement between the parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the parties.

25. Authority to Execute Agreement: The signatory of the Contractor represents and warrants that he has been duly authorized by the Contractor to enter into this Agreement and has full power and authority to bind the Contractor to the terms and conditions of this Agreement.

26. Minimum Wage: Contractor acknowledges the applicability of the City of Edgewater minimum wage, as set forth under Article 18, Chapter 6 of the Edgewater Municipal Code, to any employee of Contractor who performs four (4) or more hours of work for Contractor in any given week within the geographic boundaries of Edgewater. The 2025 Edgewater Minimum Wage is Sixteen dollars and fifty-two cents ($16.52) per hour.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first written above.

CITY OF EDGEWATER, COLORADO

________________________ , Mayor

ATTEST:

Lenore Pedroza, MMC City Clerk

APPROVED AS TO FORM:

Carmen Beery, City Attorney

______________________________ [CONTRACTOR]

By:___ ___________________________________

________________, its_______________________

STATE OF COLORADO)

) ss.

COUNTY OF _________)

The foregoing instrument was subscribed, sworn to and acknowledged before me this ___ day of ___________________, 20___, by ________________, as ___________ of

My commission expires:

(S E A L) Notary Public