Roanoke Valley Resource Authority Sample Contract – HHW Collection Services | IFB-HHW-2026-01

ROANOKE VALLEY RESOURCE AUTHORITY

AGREEMENT FOR HOUSEHOLD HAZARDOUS WASTE COLLECTION SERVICES

PROJECT: HOUSEHOLD HAZARDOUS WASTE COLLECTION SERVICES

IFB-HHW-2026-01

This AGREEMENT ("Contract"), made at Roanoke, Virginia, this ___ day of _____________, 2026, by and between ___________________________________ (hereinafter "Contractor") and the Roanoke Valley Resource Authority (hereinafter "Authority" or "Owner"), for the following terms:

1. Services and Compensation The Contractor agrees to provide complete Household Hazardous Waste (HHW) Collection Services as outlined in the Authority's Invitation for Bids (IFB-HHW-2026-01) ("Exhibit A"), incorporated herein by reference, and the Contractor's Bid dated _______________, 2026 ("Exhibit B"), incorporated herein. Services shall include, but are not limited to:

1. Mobilization, setup, and staffing of monthly HHW collection events at the primary site — Tinker Creek Transfer Station, 1020 Hollins Road NE, Roanoke, VA 24012 — on the third Saturday of each month, from 10:00 AM to 2:00 PM (or other mutually agreeable hours). The site shall be cleaned and vacated no later than 3:00 PM.

1. Screening, collection, and acceptance of household hazardous waste materials from participating citizens of the City of Roanoke, County of Roanoke, City of Salem, and the Town of Vinton in accordance with accepted waste categories defined in the IFB.

1. Waste identification, on-site analysis, packaging, labeling, and manifesting of all collected materials in compliance with all applicable DOT, RCRA, and Virginia DEQ regulations.

1. Transportation of all collected wastes off-site via fully permitted vehicles, with all required manifests and shipping documents completed and copies provided to the Authority prior to departure.

1. Disposal of all collected wastes at federally permitted RCRA Treatment, Storage, and Disposal Facilities (TSDFs) approved by the Authority, using the established waste management hierarchy (reduce/reuse/recycle/fuel blend/treat/landfill).

1. Provision of all required emergency equipment on-site (eyewash station, emergency shower, fire extinguisher) and a pre-event safety briefing for all on-site personnel.

1. Submission of all post-event documentation, including signed manifests confirming receipt at TSDF, within 45 calendar days of each event.

1. Serving as the generator of record for all collected wastes for purposes of all applicable state and federal regulations.

A. Alternate Event Locations The Authority reserves the right to designate an alternate collection site located within five (5) road miles of the Tinker Creek Transfer Station to support RVRA partner initiatives, community outreach, or special events. The Authority will provide the Contractor with a minimum of fourteen (14) calendar days' written notice prior to any event to be held at an alternate location. Alternate site events shall not exceed four (4) per contract year without mutual written agreement. The Contractor shall mobilize to any designated alternate site under the same contract terms, conditions, and pricing as the primary site. The Authority assumes responsibility for confirming that any alternate site is accessible, operationally suitable, and in compliance with applicable permit requirements.

Authority Responsibilities:

1. Provide access to the Tinker Creek Transfer Station for each scheduled collection event.

1. Issue the event schedule for each contract year in writing no later than 30 days prior to the first event of each contract year.

1. Traffic Control Staff and Signage: Provide RVRA staff and/or authorized volunteers, along with appropriate directional signage, to coordinate and direct participant vehicle traffic to and through the collection area at each event. The Authority will coordinate site layout with the Contractor in advance of each event year.

1. Dedicated Collection Helper: Provide one (1) dedicated on-site helper per event to assist the Contractor at the point of collection (e.g., directing participants, assisting with unloading, maintaining queue flow). This individual will operate under the general direction of the Contractor's on-site supervisor. The Authority retains full responsibility for this individual's employment status and workers' compensation coverage.

1. Approve all proposed disposal sites and recycling markets prior to use by Contractor.

2. Term and Renewal Unless terminated earlier as provided herein, the initial term of this Contract shall be from July 1, 2026 to June 30, 2027.

This Contract shall automatically renew for up to four (4) additional one-year periods on July 1st of each subsequent year (through June 30, 2031 at maximum), unless either party provides written notice of termination or intent not to renew at least 45 calendar days prior to the pending renewal date.

Price Adjustment Requests: The Contractor may submit a written request for a price modification no later than 45 calendar days before any pending renewal date. Any such request must be accompanied by documentation from the applicable industry-published Consumer Price Index (CPI) for the prior 12-month period. No price modification shall exceed the percentage change indicated by the applicable CPI data. The Authority reserves the right to accept or reject any price modification request. Failure to submit a timely request constitutes agreement to renew at the existing pricing.

It is the responsibility of the Contractor to notify the Authority in writing at least 45 calendar days prior to any pending renewal date if the Contractor wishes to terminate the Contract or submit a price modification request.

3. Performance The Contractor shall perform as an independent contractor, complying with all applicable laws, rules, regulations, and standards, including all federal, state, and local environmental, hazardous waste, transportation, and occupational safety regulations. The Contractor shall obtain and maintain, at its sole expense, all required licenses, permits, and certificates for the duration of this Contract. Services must be performed in a professional and workmanlike manner consistent with industry standards for HHW collection programs.

4. Insurance The Contractor shall maintain the following insurance coverage during the entire term of this Contract, including any renewal periods:

The Roanoke Valley Resource Authority, City of Roanoke, County of Roanoke, City of Salem, and the Town of Vinton, and their respective officers, officials, agents, board members, employees, and volunteers shall be named as additional insureds on all liability policies (excluding Workers' Compensation). All insurance shall be primary and non-contributory. The Contractor shall provide a waiver of subrogation in favor of all additional insureds. Certificates of insurance evidencing all required coverage must be provided prior to contract execution and updated annually.

5. Subcontracting and Assignment The Contractor shall not assign this Contract or any of its rights or duties hereunder, nor shall the Contractor subcontract any portion of the Work, without prior written consent from the Authority's Chief Executive Officer.

6. Non-Discrimination During the performance of this Contract, the Contractor shall not discriminate against any subcontractor, employee, or applicant for employment based on race, religion, color, sex, national origin, age, disability, or any other basis prohibited by applicable state law. The Contractor shall post notices regarding this policy in conspicuous locations and shall include these provisions in every subcontract or purchase order exceeding $10,000.

7. Payment and Claims A. Compensation Upon satisfactory completion of each authorized collection event and receipt of all required documentation, payment will be made within thirty (30) days of receiving a proper invoice from the Contractor. Compensation shall be based on the unit prices established in the Contractor's Bid (Exhibit B) and shall consist of:

1. Per-Event Mobilization Fee: $_____________ per event (covers setup, staffing, equipment, and demobilization).

1. Unit-Price Waste Disposal: Per the Bid Price Sheet (Exhibit B), applied to actual quantities collected and shipped for processing at each event.

Invoices shall include, at a minimum: the event date; a manifest summary listing quantities of each waste type collected and shipped; documentation of disposal facility receipts; and certification that all required deliverables for the event have been completed. Failure to provide required documentation may delay payment.

B. Subcontractor Payment The Contractor shall pay all subcontractors within seven (7) days of receipt of payment from the Authority for work performed by such subcontractors. Interest shall accrue at 1% per month on amounts not paid within this period. These provisions shall be included in all subcontracts.

C. Claims Contractual claims by the Contractor, whether for money or other relief, shall be submitted in writing no later than ten (10) calendar days after the occurrence giving rise to the claim, with written notice of intent to file given within five (5) calendar days. The Authority shall issue a written decision within thirty (30) calendar days of receiving the claim and all supporting documentation.

D. Withholding The Authority may withhold, deduct, or offset payment when Authority property is damaged by poor performance or defective equipment, or for unsatisfactory performance under this Contract.

8. Indemnification The Contractor shall defend, indemnify, and hold harmless the Authority, City of Roanoke, County of Roanoke, City of Salem, and the Town of Vinton, and their respective officers, agents, employees, and volunteers, from and against any and all claims, costs, expenses (including reasonable attorney's fees), liabilities, fines, penalties, and damages of any nature whatsoever arising out of or resulting from: (a) the Work performed by the Contractor; (b) the collection, handling, transportation, or disposal of any hazardous waste material by the Contractor; (c) any violation of applicable laws, regulations, or terms of this Contract by the Contractor or its subcontractors; or (d) any act or omission of the Contractor or its employees, agents, or subcontractors. The Authority is authorized to take corrective action at Contractor's sole expense should Contractor fail to remedy a violation following written notice.

9. Performance and Payment Bonds The Contractor shall provide fully executed Performance and Labor and Material Payment Bonds in a form acceptable to the Authority, each in the amount of the estimated annual contract value as stated in the awarded Bid Price Sheet (Exhibit B), prior to commencement of services. Bonds shall remain in effect for the duration of the Contract term, including any renewal periods.

10. Key Personnel The personnel identified in the Contractor's Bid (Exhibit B) shall remain responsible for performance throughout the term of this Contract. No substitution or reassignment of key personnel may be made without prior written approval from the Authority. If performance becomes unsatisfactory as determined by the Authority, the Authority may request replacement of any personnel, which the Contractor shall accomplish within a reasonable timeframe.

11. Cancellation and Termination A. For Cause The Authority's Chief Executive Officer may cancel this Contract upon written notice if: (a) the Contractor's services fall below the quality generally provided by others for similar services; (b) the Contractor fails to perform in accordance with this Contract; or (c) the Contractor fails to comply with applicable laws or regulations. Before cancellation, the Contractor shall be given written notice and ten (10) business days to cure the deficiency. Default shall constitute grounds for finding the Contractor a non-responsible bidder for future contracts.

B. Without Cause The Chief Executive Officer of the Authority may cancel this Contract without cause at any time upon ninety (90) days' written notice. In the event of termination without cause, the Contractor shall be compensated for all work satisfactorily completed prior to the effective date of cancellation, as determined by the Authority.

12. Compliance with Laws and Licensing Requirements The Contractor confirms that it and all of its subcontractors hold all licenses and permits necessary to perform the Work and shall maintain such licenses and permits throughout the Contract term. The Contractor warrants that it shall comply with all applicable federal, state, and local laws, codes, regulations, and standards, including but not limited to RCRA, DOT hazardous materials regulations, EPA regulations, DEQ requirements, OSHA. The Contractor shall be responsible for arranging all required inspections and regulatory approvals.

13. Employment of Unauthorized Aliens Prohibited The Contractor shall not, and shall not during performance of this Contract, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

14. Authorization to Transact Business in Virginia Pursuant to Virginia Code § 2.2-4311.2, the Contractor shall provide documentation establishing authorization to transact business in the Commonwealth of Virginia. The Contractor shall not allow its existence to lapse or its certificate of authority to be revoked or cancelled during the term of this Contract. The Authority may void this Contract if the Contractor fails to remain in compliance with this provision.

15. Alcohol and Drug-Free Workplace The Contractor shall maintain an alcohol and drug-free workplace for the duration of this Contract. This requirement shall be included in all subcontracts or purchase orders exceeding $10,000.

16. Ethics in Public Contracting The Contractor certifies compliance with Virginia public procurement ethics laws (Va. Code § 2.2-4367 et seq.), ensuring that all amounts received are proper and ethical and that no kickbacks or improper inducements have been offered or accepted in connection with this Contract.

17. Governing Law and Venue This Contract shall be governed by the laws of the Commonwealth of Virginia as to both interpretation and performance. Every action brought under or related to this Contract shall be brought in a Virginia court of competent jurisdiction in the City of Roanoke or in the United States District Court for the Western District of Virginia, Roanoke, Virginia.

18. Records and Audit The Contractor shall maintain adequate records of all work performed under this Contract in a manner that permits audit during performance and upon completion. Records shall include, at minimum, all manifests, disposal certifications, invoices, payroll records, insurance documents, and copies of all contracts and amendments. The Authority and/or its designated auditors shall have the right to inspect such records upon reasonable notice during the Contract term and for three (3) years after final payment.

19. Completeness and Amendment This Contract, together with the IFB (Exhibit A) and the Contractor's Bid (Exhibit B), constitutes the entire agreement of the parties and supersedes all prior negotiations, representations, and agreements, whether oral or written. This Contract may be amended only by written instrument signed by both parties.

20. Survival All representations, covenants, certifications, and indemnifications made in or given by either party in this Contract shall survive the completion of all services and the termination of this Contract for any reason.

21. Severability and Interpretation Any provision of this Contract found to be void or unenforceable shall be stricken, with all remaining provisions continuing in full force and effect. This Contract shall be interpreted as though all parties contributed equally to its drafting.

22. Cooperative Procurement This Contract may be extended to other public bodies, authorities, or agencies of the Commonwealth of Virginia that wish to participate in cooperative procurement under Virginia Code § 2.2-4304. Any participating public body shall be solely responsible for placing its own orders, making its own payments, and complying with the terms and conditions of this Contract independently of the Roanoke Valley Resource Authority. Participation by any other public body is voluntary and subject to mutual written agreement between the Contractor and the participating public body.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CONTRACTOR:

Authorized Representative

Title: _______________________________________ Date: __________________________, 2026

Company Name: _______________________________________________

Address: _____________________________________________________

ROANOKE VALLEY RESOURCE AUTHORITY:

Jonathan Lanford Chief Executive Officer Date: _______________________________, 2026

Finance Manager Date: _______________________________, 2026

Certification of Funds: Account # ____________________________

EXHIBITS

Exhibit A – Invitation for Bids, IFB-HHW-2026-01, dated May 29, 2026 (incorporated by reference) Exhibit B – Contractor's Bid dated _______________, 2026 (to be attached upon award) 1020 Hollins Road NE, Roanoke, VA 24012 | jgarrett@rvra.net Page 1 of 2