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HomeMy WebLinkAboutResolution 48-21 To: Members of Dublin City Council From: Dana L. McDaniel, City Manager Date: August 10, 2021 Initiated By: Megan D. O’Callaghan, Deputy City Manager/Chief Finance and Development Officer Jay Anderson, Public Service Director Michael K. Darling, Operations Administrator Re: Resolution 48-21 – Authorizing the City Manager to Enter into Agreements with Rumpke of Ohio, Inc. for the Collection, Transportation, and Delivery for Disposal or Processing of Residential Solid Waste, Recyclable Materials, and Yard Waste; and Acceptance and Processing of Recyclable Materials Background Since 2003, the City of Dublin has partnered with the Solid Waste Authority of Central Ohio (SWACO) and other central Ohio communities to collaboratively bid solid waste services in an effort to obtain quality solid waste collection and recyclable material processing services at competitive prices. The composition of this group, referred to as the “Solid Waste Consortium” or “Consortium” as well as the bid process, has evolved over the years. The Consortium currently consists of ten communities, for an approximate total of 58,000 households, including: the cities of Dublin, Bexley, Gahanna, New Albany, Reynoldsburg, Westerville and Blendon, Mifflin, Plain and Washington Townships. The City entered into the current solid waste services contracts with Rumpke of Ohio, Inc. (Rumpke) in December of 2018. The Collection Services Agreement is for a term of three years (January 1, 2019 - December 31, 2021). The Recycling Services Agreement is for a term of two years (January 1, 2020 - December 31, 2021) with the option to extend for two additional consecutive terms of one year each. Staff have been working with Solid Waste Authority of Central Ohio (“SWACO”) staff and the Consortium members to conduct a competitive bid process for both Collection and Recycling Services to begin on January 1, 2022. Eastman & Smith represents the Consortium as legal counsel funded by SWACO’s Community Technical Assistance Program to assist with the contract drafting and bid process. As part of the process, the Consortium decided to bid the collection and delivery of solid waste and processing of recyclables separately. The Consortium received and opened bids for recycling processing services on April 15, 2021. Each of the Consortium communities received a responsive bid from Rumpke. On June 10, 2021, the Consortium received and opened bids for collection services. Each of the Consortium communities received a responsive bid from Rumpke and a no bid letter from Republic Services. Local Waste submitted a bid for Gahanna and Reynoldsburg. Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017-1090 Phone: 614.410.4400 • Fax: 614.410.4490 Memo Memo re. Solid Waste Services Agreements August 10, 2021 Page 2 of 3 Bid Results Recycling Processing Services Bids for status quo recycling services were opened on April 15, 2021. Rumpke was the only bidder and submitted a responsive bid that includes a revenue sharing proposal. Rumpke’s bid includes a proposed $35.00 per ton tipping fee for the receipt of recyclable materials for the initial two-year term (January 1, 2022 - December 31, 2023). The agreement would automatically renew for three additional one-year terms (2024, 2025, and 2026) at the same price unless, at the sole discretion of Dublin, Dublin provides notice of termination within 30 days of the renewal date. The bid also includes a revenue-sharing proposal for each of the Consortium communities by which a per ton rebate will be calculated, resulting in a maximum charge of $35 per ton or a rebate of up to $20 per ton. Under the Recycling Processing Adjustment, Rumpke will compensate Dublin based upon a formula that calculates a Materials Allocation Percentage every six months, reflecting the actual volume of residential recyclables processed and sold. The Material Allocation Percentage for each accepted commodity is placed into an Allocation Percentage column on the Recycling Processing Adjustment (an example is included on p. 105 of the Bid). Rumpke identifies the monthly published value of the index associated with the Recyclable Materials and offers to share in the profits equally (50/50) with Dublin the net value after subtraction of residual costs ($59 per ton, subject to adjustment) and a processing fee ($90 per ton). Rumpke will pay Dublin a rebate of 50% of any positive Net Market Value of Recyclable Materials up to $20.00 per ton. If the calculation derives a negative Net Value per ton, the difference between $0 and the Net Value will be charged in full, up to $35.00 per ton. Collection Services Bids for status quo collection services were opened on June 10, 2021. Rumpke was the only bidder and submitted a responsive three-year bid at a per residential unit per month price of $22.61 (January 1, 2022 – December 31, 2024) with two optional one-year extensions with pricing of $23.40 in 2025, and $24.22 in 2026. Please see the attached bid summary for the Consortium. Rumpke is Dublin’s current service provider at a price of $19.13 per household per month through 2021. Rumpke Services Prior to the COVID-19 pandemic, Rumpke’s performance consistently met the standards set forth in Dublin’s agreements for collection services and the processing of recyclables. Since the onset of the COVID-19 pandemic, Dublin residents and staff observed Rumpke’s collection services begin to fall short of the expected level of service. Staff have actively participated in ongoing discussions with SWACO and the other Consortium communities about the challenges the waste hauling industry is experiencing with unprecedented trash volumes and labor shortages resulting in delays in the collection of refuse and recycling. With extra yard waste, spring-cleaning, and many individuals working from home, the 25 - 30% increase in curbside material caused trucks to fill up faster, requiring more trips to disposal sites, resulting in longer service time for drivers. Rumpke took several steps to mitigate the delay in service by having crews work longer hours, bringing in assistance from other Rumpke locations, raising wages, accepting more applicants, doubling recruitment advertising, and enhancing sign-on and stay-on bonuses. Over the past couple of months, staff have seen marked improvement with the overall timeliness and quality of Rumpke’s Memo re. Solid Waste Services Agreements August 10, 2021 Page 3 of 3 collection of solid waste from 14,200 residential units citywide. Representatives from SWACO and Rumpke will attend the August 16, 2021 Council Meeting to assist with answering any questions Council may have regarding the waste hauling industry and solid waste services. Recommendation Staff recommends City Council approval of Resolution 48-21, authorizing the City Manager to enter into two separate agreements with Rumpke: (1) the Recycling Processing Agreement for the acceptance and processing of recyclable materials for an initial two-year term with the option of three additional one-year extensions, and (2) the Collection Services Agreement for the collection, transportation, and delivery for disposal of processing of residential solid waste, recyclable materials and yard waste generated within the City of Dublin, Ohio for an initial term of three years with the option of two additional one-year extensions. Consortium #1 Collection Services Bid Results Summary prepared by SWACO Community Who Bills Current Rate Current Billing Charge Current Monthly Rate Rumpke 3 Year Bid Local 3 Year Bid Rumpke Qtrly Billing Charge Local Qtrly Billing Charge Rumpke 1 year extension Local 1 year extension 2 Rumpke 1 year extension 2 Local 1 year extension 2 Local Alternate bid Local Alternate bid extension years Best Monthly New Rate (includes the Qtrly Billing divided by 3 if applicable) Monthly Change % Increase Current Hauler Best Bid Bexley Community 19.13$ 19.13$ 22.36$ No bid 23.14$ 23.95$ 22.36$ 3.23$ 16.9%Rumpke Rumpke Blendon Township Hauler 19.13$ 2.55$ 19.98$ 22.91$ No bid 2.60$ 1.95$ 23.71$ 24.42$ 23.78$ 3.80$ 19.0%Rumpke Rumpke Dublin No billing 19.13$ 19.13$ 22.61$ No bid 23.40$ 24.22$ 22.61$ 3.48$ 18.2%Rumpke Rumpke Gahanna Community 19.13$ 19.13$ 22.31$ 50.00$ 23.09$ 50.00$ 23.90$ 50.00$ 20.47$ 20.47$ 20.47$ 1.34$ 7.0%Rumpke Local Mifflin Township (35)Hauler 17.92$ 2.55$ 18.77$ 21.40$ No bid 2.60$ 1.95$ 22.15$ 22.92$ 22.27$ 3.50$ 18.6%Rumpke Rumpke Mifflin Township (65)Hauler 18.54$ 2.55$ 19.39$ 21.76$ No bid 2.60$ 1.95$ 22.52$ 23.31$ 22.63$ 3.24$ 16.7%Rumpke Rumpke Mifflin Township (95)Hauler 19.68$ 2.55$ 20.53$ 22.91$ No bid 2.60$ 1.95$ 23.71$ 24.54$ 23.78$ 3.25$ 15.8%Rumpke Rumpke New Albany Hauler 19.13$ 2.55$ 19.98$ 22.73$ No bid 2.60$ 1.95$ 23.53$ 24.35$ 23.60$ 3.62$ 18.1%Rumpke Rumpke Plain Township Hauler 19.13$ 2.55$ 19.98$ 22.73$ No bid 2.60$ 1.95$ 23.53$ 24.35$ 23.60$ 3.62$ 18.1%Rumpke Rumpke Reynoldsburg Community 19.13$ 19.13$ 22.31$ 50.00$ 23.09$ 50.00$ 23.90$ 50.00$ 20.47$ 20.47$ 20.47$ 1.34$ 7.0%Rumpke Local Washington Township (35)Hauler 17.92$ 2.55$ 18.77$ N/A No bid N/A N/A N/A Rumpke Rumpke Washington Township (65)18.54$ 2.55$ 19.39$ N/A No bid N/A N/A N/A Rumpke Rumpke Washington Township (95)No billing 19.68$ 2.55$ 20.53$ 22.61$ No bid 1.95$ 23.40$ 24.22$ 22.61$ 2.08$ 10.1%Rumpke Rumpke Westerville Community 19.13$ 19.13$ 22.91$ No bid 23.71$ 24.42$ 22.91$ 3.78$ 19.8%Rumpke Rumpke Note on Gahanna & Reynoldsburg Alternate Bid: AGREEMENT FOR THE ACCEPTANCE AND PROCESSING OF RECYCLABLE MATERIALS GENERATED IN AND COLLECTED FROM THE CITY OF DUBLIN, OHIO THIS AGREEMENT for the acceptance and processing of Recyclable Materials generated in and collected from within the City of Dublin, Ohio (“Agreement” or “Recycling Services Agreement”) entered into this _____ day of _____________2021, is by and between the community of City of Dublin, Ohio (“Participating Community”), with its offices located at 6555 Shier-Rings Road, Dublin, Ohio 43016, and Rumpke of Ohio, Inc. (“Contractor”), a corporation with an office located at 3990 Generation Drive, Cincinnati, Ohio 45251-4906. RECITALS WHEREAS, pursuant to Section 715.43 and Section 3707.43 of the Ohio Revised Code, the Participating Community may establish such collection systems and Solid Waste facilities as may be necessary or appropriate to provide for the safe and sanitary management of Solid Waste, including Recyclable Materials, generated within the Participating Community; and WHEREAS, the Participating Community has determined that it is in the best interests of the Participating Community and its residents that the Participating Community arrange for the guaranteed acceptance and processing of all Recyclable Materials generated at Residential Units, Residential Unit Equivalents and Municipal Facilities and during Special Events located within the Participating Community from a single Contractor on an exclusive basis (“Recycling Services”); and WHEREAS, on February 18, 2021 and on February 25, 2021, the Participating Community, as part of a Joint Bidding Process with several communities located within the jurisdiction of the Solid Waste Authority of Central Ohio (“2021 Solid Waste Consortiums”), invited through advertisement in the Daily Reporter qualified providers of the Recycling Services to submit bids to provide Recycling Services on the terms and conditions contained herein; and WHEREAS, the Contractor owns, operates or has reserved capacity available at a properly licensed and permitted material recovery facility or Legitimate Recycling Facility for the processing of Recyclable Materials, known as Rumpke Recycling and located at 1191 Field Road, Columbus, Ohio 43201 (“Identified Facility”); and WHEREAS, the Contractor submitted a Bid to become the sole provider of Recycling Services for Recyclable Materials generated at Residential Units and Municipal Facilities and during Special Events located within the Participating Community; and WHEREAS, the Participating Community has accepted and awarded a separate contract to a Collection Contractor, for the collection, transportation and delivery of all Recyclable Materials generated at Residential Units and Municipal Facilities and during Special Events located within the Participating Community; and 5747227.1 WHEREAS, in reliance upon the Contractor’s Bid, the Participating Community requires that the Collection Contractor deliver all Recyclable Materials to the Contractor’s Identified Facility for processing by the Contractor; and WHEREAS, the Participating Community desires to accept the Contractor’s Recycling Services Bid and engage the Contractor to be the sole provider of Recycling Services; and WHEREAS, the Participating Community and the Contractor each represents that it has the authority to execute this Agreement for the Recycling Services. NOW, THEREFORE, in consideration of the promises and mutual covenants below, the parties incorporate the foregoing recitals and agree as follows: ARTICLE I - DEFINITIONS The capitalized terms used herein shall be defined in Exhibit A, which is attached and incorporated. ARTICLE II - TERM 2.1. Term of Agreement. The term of this Agreement shall commence on January 1, 2022, upon its execution by both parties hereto and shall continue for two (2) years. The Agreement shall automatically renew for three additional one-year term(s) unless, at the sole discretion of the Participating Community, the Participating Community provides notice of termination within thirty (30) days of the renewal date. The Participating Community shall have a right to terminate at any time for cause. Cause includes but is not limited to violation of the terms of this Agreement, substantial non-performance, or as set forth in in paragraph 3.5 herein. ARTICLE III – CONTRACTOR’S OBLIGATIONS 3.1. Recycling Services. The Contractor agrees to accept any and all Recyclable Materials identified on the Bid Form, attached hereto and incorporated herein as Exhibit C, generated and collected from within the Participating Community and delivered to the Contractor’s Identified Facility by the Participating Community’s Collection Contractor, the Participating Community or its Residents during the term and any renewal term of this Agreement. The Contractor shall make such Recycling Services available to the Collection Contractor between the hours of 7:00 a.m. and 7:00 p.m., Monday through Friday, and between the hours of 7:00 am and 12:00 p.m. on Saturdays, exclusive of the following holidays: New Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and Christmas Day. 3.2. Charges for Recycling Services. The Contractor agrees that it shall charge the Collection Contractor or pay to the Participating Community a price in accordance with the amount provided in the Bid Form, attached hereto and incorporated herein as Exhibit C, measured on a per ton basis or fraction thereof of Recyclable Materials delivered to the Identified Facility by Collection Contractor, the Participating Community or its Residents (“Contractor Charge”). 5747227.1 3.3. Recyclable Materials. The Successful Bidder shall accept and process for recycling not less than the following Recyclable Materials: steel cans, aluminum cans (including empty aerosol containers), plastic bottles and jugs (all colors and resin types), cartons and aseptic containers, newspapers, magazines and other residential mixed paper, cardboard, glass bottles and glass jars (all colors). The processor may identify other material types accepted. 3.4. Performance Bond. Within ten (10) days after receiving the Notice of Award, the Contractor shall furnish and maintain for the term and any renewal term of this Agreement, a Performance Bond, substantially in the form attached hereto and incorporated herein as Exhibit B, executed by a duly authorized surety, acceptable to the Participating Community in all respects, or such other security acceptable to the Participating Community, in the amount of twenty-five thousand dollars ($25,000.00). 3.5. Performance Assurance. The Contractor shall immediately report to the Participating Community any notice or order from any governmental agency or court or any event, circumstance or condition which may adversely affect the ability of the Contractor to fulfill its obligations. If upon receipt of such report or upon the Participating Community’s own determination that any such notice, order, event, circumstance or condition adversely affects the ability of the Contractor to fulfill its obligations, the Participating Community shall have the right to demand adequate assurances from the Contractor that the Contractor is able to continue to perform. Within fourteen (14) days of reading such demand, the contractor shall submit to the Participating Community its written response. In the event that the Participating Community, in good faith, does not agree that the Contractor’s response provides adequate assurance of future performance to the Participating Community and its Residents, the Participating Community may, in the exercise of its sole discretion, seek substitute or additional sources for the delivery of all or a portion of the Recycling Services, declare the Contractor is in default of its obligations under this Agreement and terminate the Agreement or take such other action the Participating Community deems necessary to assure that the Recycling Services will be provided to the Participating Community and its Residents. 3.6. Notice Requirement. The Contractor shall immediately notify the Participating Community of any problem or dispute, including payment, which the Contractor has with the Collection Contractor. The Contractor shall not refuse to accept any Recyclable Materials collected from within the Participating Community delivered by the Collection Contractor for processing unless and until the Participating Community has been notified and has had a reasonable opportunity to investigate and correct any violation and resolve the dispute. 3.7. Environmental Indemnification. The Contractor shall save, indemnify and hold the Participating Community, its members of council, employees, agents, officers and consultants (each a “Participating Community Indemnitee”) harmless from and against any and all liabilities, claims, demands, causes of action, penalties, judgments, forfeitures, liens, suits, costs and expenses whatsoever (including those arising out of death, injury to persons, or damage to or destruction of property), and the cost and expenses incident thereto (including reasonable attorneys’ fees), which any Participating Community Indemnitee may incur, become responsible for, or pay out for or resulting from 5747227.1 contamination of or adverse effects on the environment, or any violation of governmental laws, regulations, or orders, in each case, to the extent caused by the Contractor’s negligence or willful misconduct relating to the operation of the Identified Facility, including the processing of Recyclable Materials within said Identified Facility. Any Participating Community Indemnitee shall promptly notify Contractor of any assertion of any claim against it for which it is entitled to be indemnified, shall give the Contractor the opportunity to defend such claim and shall not settle such claim without the approval of the Contractor. This Section 3.7 shall survive expiration or earlier termination of this Agreement. 3.8. Employment Practices. The Contractor agrees that the Contractor and its agents and subcontractors shall not discriminate, by reason of race, color, religion, sex, military status, national origin, disability, age, or ancestry against any person with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment in the performance of the Recycling Services. 3.9. Compliance with Applicable Laws. The Contractor agrees that it will provide the Recycling Services and operate and maintain its Identified Facility in strict compliance with all applicable federal, state, and local laws, ordinances, rules and regulations, including but not limited to the rules and regulations of the Solid Waste Authority of Central Ohio (including Rule 4-2017) and the Franklin County District Board of Health, which may apply to the performance of the Recycling Services. 3.10. Volume of Generation. The Contractor acknowledges that the Participating Community makes no commitment that any specific amount of Recyclable Materials will be available for processing. 3.11. Records and Inspections. The Recycling Services Contractor shall permit representatives of the Participating Community, at the Participating Community’s sole expense, to inspect the Designated Facility and obtain copies of Recyclable Materials log sheets, weight tickets, gate receipts, and any documents relevant to processing fees and rebates that are maintained by the Designated Facility for incoming, outgoing, delivery to market, or sale of Recyclable Materials and residual Solid Waste attributable to the Participating Community. Any such inspection or copying requested by the Participating Community shall be conducted during the Designated Facility’s normal business hours and the Participating Community shall give the Recycling Services Contractor at least twenty-four (24) hours prior notice of any such inspection or copying. In the event that the Participating Community requests copies of log sheets, weight tickets, gate receipts, or any documents relevant to processing fees and rebates, the Recycling Services Contractor agrees to make such copies available to the Participating Community within a reasonable time. ARTICLE IV – MISCELLANEOUS 4.1. Bid Forms. The Bid Form attached as Exhibit C is hereby incorporated. In the event of any conflict between the Bid Forms and a provision of this Agreement, this Agreement shall control. 5747227.1 4.2. Entire Agreement. This Agreement and the incorporated Bid Form represent the entire agreement of the parties and supersedes all other prior written or oral understandings. This Agreement may be modified or amended only by a writing signed by both parties. 4.3. Notices. Written notice required to be given under this Agreement shall be sufficient if delivered personally or mailed by certified mail, return receipt requested to the Contractor, attention ________________, and to the Participating Community, attention ________________, at their respective addresses set forth above. Any change in address must be given in like manner. 4.4. Waiver. No waiver, discharge, or renunciation of any claim or right of the Participating Community or the Contractor arising out of a breach of this Agreement by the Participating Community or the Contractor shall be effective unless in writing signed by the Participating Community and Contractor. 4.5. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio. Venue is proper in Franklin County, Ohio. 4.6. Unenforceable Provision. If any provision of this Agreement is determined by a court of law to be unenforceable, such provision shall be deemed stricken. The parties agree to remain bound by all remaining provisions and to negotiate in good faith a replacement for any stricken provision. 4.7. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by and against, the respective successors and assigns of each party, provided, however, that the Contractor may not assign this Agreement or any of the Contractor’s rights or obligations without the express written consent of the Participating Community, which consent may be withheld for any reason or for no reason. 4.8. Rights or Benefits. Nothing herein shall be construed to give any rights or benefits in this Agreement to anyone other than the Participating Community and the Contractor and all duties and responsibilities undertaken are for the sole and exclusive benefit of the Participating Community and the Contractor and not for the benefit of any other party IN WITNESS WHEREOF, the parties by their duly authorized officers, trustees or partners, have executed this Agreement on the date set forth above. THE CITY OF DUBLIN, OHIO (Signature) (Printed Name) (Title) 5747227.1 Contractor must indicate whether Corporation, Partnership, Limited Liability Company or Individual. THE PERSON SIGNING SHALL, IN OWN HANDWRITING, SIGN THE PRINCIPAL’S NAME, HIS OWN NAME, AND HIS TITLE. WHERE THE PERSON SIGNING FOR A CORPORATION IS OTHER THAN PRESIDENT OR VICE PRESIDENT, HE MUST SHOW AUTHORITY TO BIND THE CORPORATION BY AFFIDAVIT. [CONTRACTOR] (Signature) (Printed Name) (Title) (Street Address) (City/State/Zip) 5747227.1 EXHIBIT A DEFINED TERMS The 2021 Consortium I and 2021 Consortium III (“2021 Consortiums”): collectively, the Cities of Bexley, Dublin, Gahanna, Grove City, New Albany, Reynoldsburg, and Westerville; Blendon, Hamilton, Jackson, Mifflin, Norwich, Plain, and Washington Townships; and the Villages of Lockbourne and Urbancrest, each located within the jurisdiction of the Solid Waste Authority of Central Ohio and participating in a Joint Bid Process to obtain the Recycling Services. Bid Bond: a bond insuring the Participating Communities that the Successful Bidder will execute the agreements for the Recycling Services substantially in the form provided in the Bid Documents. Bidder: a person, partnership, joint venture, corporation or limited liability company submitting a Bid in response to the Invitation to Bid or requests for proposals by the Participating Communities. Bid Documents: the documents prepared and furnished by the Participating Communities inviting bids to obtain the Recycling Services; including the Legal Notice to Bidders, Instructions to Bidders, Bid Forms, forms of agreement and any and all attachments and exhibits. Bid Form: the exhibit to the Recycling Services Agreement included in the Bid Documents upon which a Bidder shall submit its bid price for the acceptance and processing of Recyclable Materials. Bid Process: the bidding process for the Recycling Services designed by the Participating Communities. Collection Contractor: an individual or entity selected by the Participating Communities for the collection of Solid Waste, Recyclable Materials and/or Yard Waste at Residential Units, Municipal Facilities and during Special Events within the Participating Communities, if any. Effective Date: the date of last execution of the Recycling Services Agreement. Identified Facility or Designated Facility: the facility or location where all Recyclable Materials generated in the Participating Communities must be delivered upon commencement of Recyclable Services Agreement. Invitation to Bid: the request of the Participating Communities to secure the Recycling Services. Legitimate Recycling Facility: an engineered facility or site where Recycling of material other than scrap tires is the primary objective of the facility, including: (a) Facilities that accept only Source-Separated Recyclable Materials, except scrap tires, and/or commingled Recyclables which are currently recoverable utilizing existing technology; and (b) Facilities that: (i) accept mixed or Source-Separated Solid Waste; (ii) recover for beneficial use not less than sixty per cent (60%) of the weight of Solid Waste brought to the facility each month (as averaged monthly) for not less than eight (8) months in each calendar year, and (iii) dispose of not more than forty per cent (40%) 5747227.1 of the total weight of Solid Waste brought to the facility each month (as averaged monthly) for not less than eight (8) months in each calendar year. Multi-Family: Municipal Facility pricing options for collection of recyclable materials will also be offered to local commercial business and multi-family housing developments by the Collection Contractor, although neither will be required to use the service. The Collection Contractor is required to provide recycling to local business and multi-family developments at the bid prices and contract directly with those business and multi-family developments that voluntarily choose to participate in the program. The Successful Bidder shall accept the recyclable materials generated from Multi-Family collected by the Collection Contractor. Municipal Facilities: Participating Community-owned buildings, parks, and/or other locations which may be a source of Participating Community-generated Recyclable Materials. Notice of Award: written notification that a Bid has been accepted for the Recycling Services. Participating Community: the City of Dublin, Ohio. Participating Communities: the following political subdivisions, located within the jurisdiction of the Solid Waste Authority of Central Ohio and participating in a Joint Bid Process to obtain the Recycling Services, including the Cities of Bexley, Dublin, Gahanna, Grove City, New Albany, Reynoldsburg, and Westerville; Blendon, Hamilton, Jackson, Mifflin, Norwich, Plain, and Washington Townships; and the Villages of Lockbourne and Urbancrest. Performance Bond: the bond insuring performance of the Recycling Services, to be submitted in substantially the same form as that included in the Bid Documents. Recyclable Material: means not less than the following Recyclable Materials: steel cans, aluminum cans (including empty aerosol containers), plastic bottles and jugs (all colors and resin types), cartons and aseptic containers, newspapers, magazines and other residential mixed paper, cardboard, glass bottles and glass jars (all colors). The processor may identify other material types accepted. Recycling Services Agreement, Recycling Agreement, or Agreement: agreement establishing where all Source-Separated Recyclable Materials, except for Food Waste, shall be delivered for Recycling Services by and between the provider of Recycling Services and the Participating Communities. Recycling Services: the acceptance of Source-Separated Recyclable Materials at the location where Source-Separated Recyclable Materials are to be delivered, and the processing of Source- Separated Recyclable Materials at the location where Source-Separated Recyclable Materials are to be processed, pursuant to the Recycling Services Agreement. Residential Unit or Units: all residential dwellings within the corporate limits of each Participating Community occupied by a family unit, and considered by that Participating Community to qualify as a Residential Unit; including but not limited to residences of three (3) units or less and single-family condominiums. A Residential Unit shall be deemed “occupied” when either water or power services have been established. 5747227.1 Residential Unit Equivalent: a commercial establishment that receives Collection Services in the same manner as a Residential Unit by agreement of the Participating Community. Solid Waste: unwanted residual solid or semisolid material as results from industrial, commercial, agricultural, and community operations, excluding earth or material from construction, mining or demolition operations, or other waste materials of the type that would normally be included in demolition debris, nontoxic fly ash, spent nontoxic foundry sand, and slag and other substances that are not harmful or inimical to public health, and includes, but is not limited to, garbage, tires, combustible and non-combustible material, street dirt, and debris. Solid Waste does not include any material that is an infectious waste or a hazardous waste. Solid Waste Authority of Central Ohio, or SWACO: the Board of Trustees of the Solid Waste Authority of Central Ohio with its principal offices located at 4239 London-Groveport Road, Grove City, Ohio 43123. Source-Separated Recyclable Materials: Solid Waste Recyclable Materials that are separated from other Solid Waste at the location where such materials are generated for the purpose of recycling. Special Events: services provided to Municipal Facilities and during Participating Community - identified events listed on Exhibit E, attached to each Participating Community’s Collection Agreement and included in the Bid Documents, including but not limited to Participating Community -wide designated clean-up weeks. Successful Bidder: the Bidder that the Participating Communities conclude has submitted the lowest price and best bid for the Recycling Services, receiving a final Notice of Award. 5747227.1 EXHIBIT B PERFORMANCE BOND FOR THE PROVISION OF RECYCLING SERVICES KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned Recycling Services Provider (“Principal”) and ________________________[insert name of surety] (“Surety”), a corporation organized and doing business under and by virtue of the laws of the State of Ohio, and duly licensed for the purpose of making, guaranteeing, or becoming sole surety upon bonds or undertakings required or authorized under the laws of the State of Ohio, and that the liability incurred is within the limits of section 3929.02 of the Revised Code are held and firmly bound unto the community of ___________________, Ohio (“Beneficiary”) Beneficiary in the sum of twenty-five thousand dollars ($25,000.00), in lawful money of the United States, of such sum to be made, the Principal and Surety bind ourselves, and each of our administrators, successors, and assigns, jointly and severally, firmly by this Performance Bond. THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a certain Recycling Services Agreement by and between Principal and Beneficiary, dated the day of , 2021, a copy of which is hereto attached and made a part hereof, for the acceptance and processing of Source-Separated Recyclable Materials generated within and by Residential Units and Municipal Facilities within the municipal boundaries of the Beneficiary and during certain Special Events conducted within the Beneficiary. NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties, all the undertakings, covenants, terms, conditions, and agreements of said Recycling Services Agreement during the original term thereof, and any extensions thereof which may be granted by the Beneficiary, with or without notice to the Surety and during the one year guaranty period, and if Principal shall satisfy all claims and demands incurred under such Recycling Services Agreement, and shall fully indemnify and save harmless the Beneficiary from all costs and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the Beneficiary all outlay and expense which the Beneficiary may incur in making good any default, then this obligation shall be void; otherwise, to remain in full force and effect. PROVIDED FURTHER, that said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Recycling Services Agreement to be performed thereunder or the specifications accompanying the same shall in any way affect Surety’s obligation on the Performance Bond, and Surety does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Recycling Services Agreement. IN WITNESS WHEREOF, the Principal and Surety have executed this Performance Bond under their several seals, if any, this _____ day of _______________, 2021, by their respective representatives, pursuant to authority of their respective governing bodies. ATTEST: _____________________________ _____________________________ (Principal) (Surety) _____________________________ By:_____________________________ _____________________________ By:_____________________________ (Principal Secretary) (Surety Secretary) (SEAL) (SEAL) _____________________________ _____________________________ _____________________________ ______________________________ (Witness as to Principal) (Address) (Witness as to Surety) (Attorney-In -Fact) _____________________________ ______________________________ _____________________________ ______________________________ (Address) (Address) (Address) _____________________________ ______________________________ (Address) (Address) Legal Status of the Principal A CORPORATION duly organized and doing business under the laws of the State of _________________________________________, for whom ____________________________, bearing the official title of ________________________________, whose signature is affixed to this Performance Bond, is duly authorized to execute contracts. A PARTNERSHIP trading and doing business under the firm name and style of ________________________________________, all the members of which with addresses are:_________________________________________________________________________________________________________________. An INDIVIDUAL whose signature is affixed to this Performance Bond, doing business under the firm name and style of ___________________________. CERTIFICATE AS TO PRINCIPAL I, _____________________________, certify that I am the __________________ Secretary of the corporation named as the Principal in the within Performance Bond; that __________________________, who signed the Performance Bond on behalf of the Principal was then _________________ of the corporation; that I know his/her signature, and his/her signature thereto is genuine; and that the Performance Bond was duly signed, sealed, and attested to for and on behalf of the corporation by authority of its governing body. __________________________________ (Corporate Seal) 5747227.1 5747227.1 5747227.1 5747227.1 5747227.1 5747227.1 5746897.1 AGREEMENT FOR THE COLLECTION, TRANSPORTATION AND DELIVERY FOR DISPOSAL OR PROCESSING OF RESIDENTIAL SOLID WASTE, RECYCLABLE MATERIALS AND YARD WASTE GENERATED WITHIN THE CITY OF DUBLIN, FRANKLIN COUNTY, OHIO THIS AGREEMENT for the collection, transportation and delivery for disposal or processing of Solid Waste, Recyclable Materials and Yard Waste (“Collection Services”) generated within the community of ____________, Ohio (the “Collection Agreement”) entered into this ___ day of _________, 2021, is by and between the city of Dublin, Ohio, with its principal office located at 5555 Perimeter Drive, Dublin, Ohio 43017 (“Participating Community”), and Rumpke of Ohio, Inc., an Ohio corporation with an office located at 3990 Generation Drive, Cincinnati, Ohio 45251-4906 (“Collection Contractor”). RECITALS WHEREAS, pursuant to Sections 715.43 and 3707.43 of the Ohio Revised Code, the Participating Community may enter into written contracts with independent contractors to establish such collection systems and designate solid waste facilities as may be necessary or appropriate to provide for the safe and sanitary management of Solid Waste, including Recyclable Materials and Yard Waste, generated within the Participating Community; and WHEREAS, the Participating Community has determined that it is in the best interests of the Participating Community and its Residents that the Participating Community arrange for the collection, transportation and delivery for disposal or processing of all Solid Waste, Recyclable Materials and Yard Waste generated at Residential Units, Residential Unit Equivalents, Participating Community Facilities and during Special Events located within the Participating Community from a single Collection Contractor on an exclusive basis (“Collection Services”); and WHEREAS, on May 6 , 2021, the Participating Community, as part of a Joint Bid Process with several communities located within the jurisdiction of the Solid Waste Authority of Central Ohio (“2021 Solid Waste Consortium”), invited through advertisement in The Daily Reporter qualified providers of the Collection Services to submit bids to provide such Collection Services on the terms and conditions contained herein; and WHEREAS, the Collection Contractor submitted a bid to become the exclusive provider of Collection Services for the benefit of the Participating Community and its Residents; and WHEREAS, following the June 10, 2021 official opening of the bids by the 2021 Solid Waste Consortium and consideration of bids for Collection Services, the Participating Community determined that the Collection Contractor is qualified to provide the Collection Services to the Participating Community and approved the award of the Collection Agreement to the Collection Contractor; and WHEREAS, Solid Waste shall be delivered to the Franklin County Sanitary Landfill or an in-district transfer station owned and operated by the Solid Waste Authority of Central Ohio (“SWACO”); the Participating Community has selected Rumpke of Ohio, Inc. to provide Recycling Services, so Recyclable Materials shall be delivered to 1191 Fields Avenue, Columbus, Ohio 43201 unless otherwise required by the Participating Community; and Yard Waste shall be delivered to any Yard Waste Services provider that has a contract with SWACO or is otherwise approved by the Participating Community; and 57468975746897.1 2 WHEREAS, the above-enumerated facilities are the only Designated Facilities that the Collection Contractor may use for the delivery of Solid Waste, Recyclable Materials and Yard Waste collected by the Collection Contractor pursuant to this Collection Agreement; and WHEREAS, the Participating Community and the Collection Contractor have agreed on terms and conditions for the Collection Services in conformance with the Bid Documents, incorporated herein by reference, at the bid prices as stated on the Bid Forms, which are attached hereto as Exhibit G and incorporated by reference; and WHEREAS, the Participating Community and the Collection Contractor each represents that it has the authority to execute this Collection Agreement for the Collection Services identified herein. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements below, the parties incorporate the foregoing recitals and agree as follows: ARTICLE I - DEFINED TERMS The capitalized terms used in this Collection Agreement are defined in Exhibit A, Defined Terms, which is attached and incorporated by reference. ARTICLE II - AGREEMENT, TERM & RENEWAL TERMS 2.1. Agreement and Independent Collection Contractor Status. The Participating Community hereby authorizes the Collection Contractor, and the Collection Contractor hereby accepts such authorization, on an exclusive basis and as an independent Collection Contractor, to collect, transport, and deliver for disposal or processing, Solid Waste, Recyclable Materials and Yard Waste generated at Residential Units, Residential Unit Equivalents, Participating Community Facilities and during certain Special Events within the Participating Community to the Designated Facilities. Except in the event a Participating Community implements a Food Waste, Textile or other reusable items diversion, recycling, or source reduction program, no other independent Collection Contractor or other person or entity shall provide the services agreed to in this Collection Agreement during the term of this Collection Agreement. 2.2. Effective Date and Term. This Collection Services Agreement shall be effective on the date of last execution. The term of the Collection Services Agreement shall commence 12:01 a.m. on the 1st day of January, 2022 and expire at midnight on the 31st day of December, 2024. The Agreement shall be automatically renewed, and the term extended, for two additional consecutive one- year periods (commencing at 12:01 a.m. on the 1st day of January, 2025 and expiring at midnight on the 31st day of December, 2025, and commencing at 12:01 a.m. on the 1st day of January, 2026 and expiring at midnight on the 31st day of December, 2026, respectively). The Participating Community has the option, at its sole discretion, to not renew this Agreement. To exercise this option, the Participating Community must provide notification of non-renewal to the Collection Contractor in accordance with Section 8.2 herein no later than June 1st of the year immediately preceding the commencement of the 57468975746897.1 3 applicable one-year term. Any extensions to this Collection Agreement shall be sequential and continuous. Additionally, the Participating Community agrees not to issue an invitation to bid for Collection Services to be provided during a period of time contemporaneous to any one- year extension term under this Collection Agreement, unless the Participating Community has already issued a notice of non-renewal to the Collection Contractor in accordance with this Section. 2.3 Implementation Plan. On or before October 1, 2021, the Collection Contractor shall submit proof that the benchmarks identified in the implementation plan, which is attached as Exhibit C and incorporated by reference, have been met. The Collection Contractor shall provide to the Participating Community and SWACO the total number of miles traveled by the Collection Contractor in one month for the Participating Community, (including miles traveled on the Collection Route, and average number of round trips to the Franklin County Sanitary Landfill, Participating Community-Designated Recyclable Materials Facility, and Participating Community-Designated Yard Waste Facility). The Collection Contractor shall submit to the Participating Community and SWACO certification of the following: (a) compliance with the benchmarks which include, but are not limited to, the identification of the number of vehicles and type of vehicle (diesel, CNG), sufficient number of drivers/employees, collection containers and equipment to perform; (b) that Collection Contractor’s employees have been identified and completed training relating to the Participating Community-approved Collection Routes (required to be submitted the Participating Community for approval). The Participating Community may incorporate additional time restrictions, notwithstanding Section 4.3, such as for major roads during rush hour; (c) that Participating Community-approved written notices to Residents were sent to each Resident by U.S. mail explaining the procedures and obligations of each owner or occupant of a Residential Unit to receive Collection Services, and detailing the requirements for placement of collection containers; (d) that the delivery of any collection containers is complete, if applicable; (e) that the Collection Contractor will deliver the Recyclable Materials to the Participating Community’s Designated Facility for processing; and (f) that the Collection Contractor has delivered to the proof of insurance, proof of workers’ compensation coverage and the required Performance Bond, which are attached as Exhibits B, D and F, and incorporated by reference. Finally, the Collection Contractor shall certify that all conditions precedent to the commencement of performance of the Collection Services have been satisfied by the dates stated on the implementation plan submitted by the Collection Contractor. ARTICLE III - GENERAL REQUIREMENTS OF THE COLLECTION CONTRACTOR 3.1. Collection and Delivery Services. The Collection Contractor shall provide regular weekly collection of Solid Waste, Recyclable Materials and Yard Waste from each Residential Unit, Residential Unit Equivalent, Participating Community Facilities and during Special Events located within the Participating Community. All Solid Waste, Recyclable Materials and Yard Waste generated at each Residential Unit shall be collected by the Collection Contractor, provided the Resident places such items in the manner specified in the Participating Community-approved written notice specified in Section 2.3 and Section 4.4. 57468975746897.1 4 The Collection Contractor shall collect, transport and deliver all: (a) Solid Waste to the Franklin County Sanitary Landfill or to an in-district Transfer Station operated by SWACO; (b) Recyclable Materials to the Participating Community Designated Facility for Recyclable Materials; and (c) Yard Waste to any facility that has a contract to process Yard Waste with SWACO or is otherwise approved by the Participating Community. The Collection Contractor shall pay to the owner or operator of the Participating Community- Designated Facilities all charges, costs, fees and expenses incurred for the disposal or processing of the Solid Waste and Yard Waste collected by the Collection Contractor and delivered to the Participating Community-Designated Facilities. The Participating Community shall pay the Recycling Processing fees unless otherwise indicated in Exhibit E. The charge by the Participating Community-Designated Facilities shall be limited to the charges approved by SWACO for the receipt of Solid Waste at the Franklin County Sanitary Landfill or Transfer Station operated by SWACO, and rates and charges approved by SWACO at any SWACO-contracted Yard Waste facility or such rates and charges applicable at Yard Waste facility otherwise approved by the Participating Community, and the rates and charges for Recycling Processing at the Participating Community’s Designated Facility. Source-Separated Recyclable Materials and Yard Waste shall not be delivered to any landfill. All Collection Services performed by the Collection Contractor pursuant to this Collection Agreement shall be performed in a competent and workmanlike manner. 3.2. Vehicles and Equipment. The Collection Contractor shall furnish all vehicles and equipment necessary to provide the Collection Services required under this Collection Agreement, as well as the necessary facilities for the thorough cleaning and maintenance of the vehicles and equipment. All vehicles shall be painted uniformly, and shall bear the Collection Contractor’s name, vehicle number and Collection Contractor’s telephone number. The Collection Contractor shall install, if not already installed, and use equipment capable of reading information on the Radio Frequency Identification (RFID) tag in collection vehicles used by the Collection Contractor. The Collection Contractor shall keep all vehicles and equipment in a clean, sanitary and safe operating condition at all times. All vehicles used by the Collection Contractor for the collection of Solid Waste, Recyclable Materials and Yard Waste shall be enclosed, washed and cleaned, leak proof, rust-free, packer-type trucks equipped with a broom, shovel and rake. Other types of vehicles may be used only as approved by the Participating Community. The Collection Contractor shall be responsible for cleanup of all hydraulic or other fluids which leak from collection vehicles. All such cleanups are required to be performed as soon as possible, but in no case longer than eight (8) hours after the spilled leak, or the end of the collection day. In the event the Collection Contractor fails to adequately perform a cleanup required pursuant to this Section, the Participating Community shall have the right to perform such cleanup services using Participating Community employees or other Collection Contractors and withhold release of quarterly payment in accordance with Section 6.2. All vehicles and equipment may be inspected from time to time by the Participating Community to determine that same are clean, sanitary and in safe operating condition; however, such an inspection shall not constitute a representation by the Participating Community that the vehicles and equipment are safe. Any vehicles or equipment that, in the opinion of the Participating Community, are not clean, sanitary or in a safe operating 57468975746897.1 5 condition shall be removed from service by the Collection Contractor until such vehicles have been cleaned and/or repaired to the satisfaction of the Participating Community. Failure to comply with these standards constitutes grounds for termination of this Collection Agreement by the Participating Community. 3.3. Collection Contractor’s Office and Telephone. The Collection Contractor shall maintain an office in Franklin County, Ohio, or in an adjacent county, and telephone service with a non-toll telephone number from the Participating Community, which shall be manned by a live operator and a supervisor on working days from 8:00 a.m. to 5:00 p.m. to receive any complaints or calls regarding the Collection Services from a Resident or the Participating Community. Provided that the Participating Community approves, email may also be utilized to address complaints. The Collection Contractor shall also maintain an emergency contact number which is available 24 hours per day, seven (7) days per week. 3.4. Collection Contractor Ability to Communicate with Vehicles in the Field. The Collection Contractor shall maintain two-way radio or cellular telephone or other means of communication service with the drivers of all vehicles used to provide Collection Services within the Participating Community, so that the Collection Contractor may communicate with the drivers in order to expedite the Collection Contractor’s response to complaints regarding the Collection Services. 3.5. Employee Training. The Collection Contractor shall provide training in operations, approved Collection Routes, safety practices, use of employee uniforms and conduct for all employees involved in providing the Collection Services. 3.6. Recyclable Materials Collection Containers. The Participating Community may provide Residential Units with a 65- or 95-gallon, wheeled collection container for Recyclable Materials, in which case the Collection Contractor shall collect all Recyclable Materials from each Residential Unit from the Participating Community-provided collection container. In the event a Resident chooses to rent an additional collection container(s) for Recyclable Materials, the Collection Contractor shall bill the Resident directly for the use of such Contractor-provided collection container(s) at the price stated in Exhibit G. In no event shall the Participating Community be responsible for the costs of such Contractor- provided collection container(s) for Recyclable Materials. In the event that the Participating Community does not provide residents with collection containers for Recyclable Materials, the Collection Contractor shall provide each Residential Unit with one (1) 65-gallon (unless a different size is indicated in Exhibit E), wheeled and lidded recycling container at no additional charge. The Collection Contractor shall collect all Recyclable Materials from each Residential Unit from the Collection Contractor-provided container or from any other collection container used by a Resident for Recyclable Materials, provided that a collection container for Recyclable Materials can be readily identified by the driver of the collection vehicle or the collection container is clearly marked as containing Recyclable Materials. If the Participating Community has not provided Residential Units with a collection container, the Collection Contractor may also offer to rent an additional 48-, 64-, or 96-gallon, wheeled collection container for Recyclable Materials to Residents at the price stated on Exhibit G. 57468975746897.1 6 3.7. Solid Waste and Yard Waste Collection Containers. [STATUS QUO, RESIDENT-PROVIDED CONTAINERS, IF APPLICABLE] Unless otherwise provided by the Participating Community, Residents shall provide Solid Waste collection containers. Residents shall also provide containers for Yard Waste. The volume of Solid Waste and Yard Waste placed curbside for collection by each Residential Unit or Residential Unit Equivalent shall be unlimited, and the Collection Contractor shall collect such Solid Waste and Yard Waste. In the event a Resident chooses to rent a collection container from the Collection Contractor, the Collection Contractor shall bill the Resident directly for the use of such Collection Contractor-provided collection containers at the price and in the manner stated on the Exhibit G. Cardboard containers shall be acceptable for bulk or loose materials. The Collection Contractor may refuse to collect collection containers that are in excess of 50 pounds or cardboard containers that become wet, with the exception of Participating Community or Collection Contractor-provided collection containers. Yard Waste shall be placed for collection in Yard Waste bags or containers approved by the Participating Community and SWACO. Any containers shall be clearly identified as containing Yard Waste. 3.8. Collection of Bulk Items Included. The Collection Contractor shall collect all Bulk Items, including but not limited to larger household objects such as furniture, appliances, carpet and padding, mattresses and box springs, child play equipment, fencing and Christmas trees, in one piece, on the regularly scheduled collection day from the usual point of pickup at a Residential Unit. Bulk Items are defined in Exhibit A. Bulk Item collection does not include collection of a Judicial Set-Out Order/Eviction. The Owner of a Residential Unit may contract with any private hauler for collection of Solid Waste resulting from a Judicial Set-Out Order/Eviction or if collected by the Collection Contractor, the Collection Contractor may directly bill the Owner of the Residential Unit at the bid price stated in Exhibit G. Any appliances containing chlorofluorocarbon gas (CFC or freon) shall be subject to the requirements of Section 3.9. Annually, or more frequently upon request of the Participating Community, the Collection Contractor shall provide a written report to the Participating Community of the Bulk Items collected by the Collection Contractor, including the number of individual Bulk Items or an estimated volume/tonnage. 3.9. Collection of Chlorofluorocarbon (CFC) Appliances. Appliances containing chlorofluorocarbon (CFC) shall be collected by the Collection Contractor on the same day as the Participating Community-approved day for the collection of Solid Waste. In the event a CFC-containing appliance is placed for collection without proper certification of CFC removal attached, the Collection Contractor shall arrange for the proper removal of all CFCs from such appliances in compliance with all applicable laws and regulations. Annually, or more frequently upon request of the Participating Community, the Collection Contractor shall provide a written report to the Participating Community of the number of CFC-containing appliances collected by the Collection Contractor, including the Collection Contractor’s certification and documentation that the removal of CFC was performed in compliance with all applicable laws and regulations. The Collection Contractor shall invoice each Resident who places an appliance containing CFC for the cost and proper removal of CFC. The Participating Community shall not be responsible for the cost of CFC removal. In no event shall the Collection Contractor’s invoice to a 57468975746897.1 7 Resident for the removal of CFC exceed the per appliance price as stated on Exhibit G. Annually, or more frequently upon request of the Participating Community, the Collection Contractor shall provide a written report to the Participating Community of the Appliances containing CFCs collected by the Collection Contractor. 3.10. Collection of Home Remodeling Construction and Demolition Debris. The Collection Contractor may limit the collection to minor home remodeling projects only. If such a limit is to be imposed, the Collection Contractor shall include such limitation in the Resident obligation notice mailed to the Residents of the Participating Community. 3.11. Services at Participating Community Facilities. The Collection Contractor shall provide collection containers to the Participating Community at the location, number, container type, container size and day of collection as stated on Exhibit E, which is attached hereto and incorporated by reference. The Collection Contractor shall collect all Solid Waste and Recyclable Materials deposited in the collection containers on the collection day stated in Exhibit E. In the event that additional collections of the collection containers shown on Exhibit E are necessary, the Collection Contractor shall collect such containers as requested by the Participating Community at no additional charge, unless otherwise indicated in Exhibit E, provided that the Participating Community’s requests for additional collection are not greater than four (4) in a calendar month. Within reason, the number, sizes and locations of the collection containers are subject to change in the discretion of the Participating Community upon written notice to the Collection Contractor. Unless otherwise stated in Exhibit E, the Collection Contractor shall provide Recyclable Material collection containers at any location identified on Exhibit E and provide collection and delivery to the Participating Community-Designated Facility for Recyclable Materials at no additional charge. 3.12. Collection at Special Events and Minor Remodeling Projects of Participating Community Buildings. The Collection Contractor shall provide open top roll-off containers of up to forty (40) yards capacity and disposal for Solid Waste and Recyclable Materials upon request of the Participating Community for Special Events, in the amount of containers and number of pulls included on attached Exhibit E. In addition, the Collection Contractor will provide up to two (2) open top roll-off containers of up to thirty (30) yards capacity for two (2) additional special events per year for no more than two (2) pulls as requested by the Participating Community, and collect and dispose the Solid Waste in such additional containers without additional charge, unless otherwise indicated in Exhibit E. The Collection Contractor shall provide open top roll-off containers and of up to thirty (30) yards capacity for the minor remodeling of any Participating Community Facility, up to five (5) pulls per year without additional charge, unless otherwise indicated by Exhibit E. The Collection Contractor shall provide up to four 30-yard solid waste collection containers, twice per year, for an annual total of eight 30-yard solid waste containers, at no cost to the Participating Community for community cleanups. The length of time for a community cleanup may last up to five days. For all of the above services, the Collection Contractor is responsible for the delivery of the containers, pickup of containers after event, transportation of containers to an approved disposal facility, and the costs associated with disposal of the material within the containers. Unless indicated otherwise in Exhibit E, 57468975746897.1 8 there shall be no costs for the community for this service and the bid price shall include this service. Additional pulls may be requested at the price indicated on Exhibit G. Unless otherwise indicated in Exhibit E or otherwise agreed in writing, no additional fee shall be charged to the Participating Community for these services notwithstanding the frequency of collections that may be required at Participating Community Facilities or the volume or nature of the Solid Waste or Recyclable Materials collected. 3.13. Commercial Establishments Excluded. This Collection Agreement does not require the Collection Contractor to provide any services to commercial establishments within the Participating Community, unless the Participating Community has made the determination that the commercial establishment is a Residential Unit Equivalent, or except as provided for under Exhibit G hereto. The Collection Contractor may, in its sole discretion, enter into private contracts to provide services to commercial establishments, not defined as Participating Community Facilities, Residential Units, or Residential Unit Equivalents. 3.14. Multi-Family Collection. The Participating Communities desire to provide recycling opportunities for Multi-Family, as defined in Exhibit A. Pricing options for collection of Recyclable Materials shall be offered to local Multi-Family housing developments. The Collection Contractor is required to provide recycling to Multi-Family housing developments at the bid prices in Bid Form G, or lower, and contract directly with those Multi-Family housing developments that voluntarily choose to participate in the program. ARTICLE IV - COLLECTION CONTRACTOR’S CONDITIONS OF RESIDENTIAL UNIT COLLECTION 4.1. Collection Routes and Day of Collection. In addition to the route information provided pursuant to Section 2.3, above, on or before October 1, 2021, the Collection Contractor shall furnish the following to the Participating Community, for approval: (a) collection routes consisting of a route map, showing the individual routes for the collection of Solid Waste, Recyclable Materials and Yard Waste, their beginning and ending points, identification of any route not made pursuant to this Collection Agreement that is combined with a route under this Collection Agreement prior to transporting Solid Waste, Recyclable Materials, or Yard Waste to a Participating Community-Designated Facility, the number of Residential Units and Residential Unit Equivalents per route, the total number of Residential Units under the Contract, including currently unoccupied and vacant Residential Units that could receive service in the future, the total number of Residential Unit Equivalents under the Contract, and the addresses of all Residential Units and Residential Unit Equivalents under the Contract; (b) confirming the weekday on which all Residential Solid Waste, Recyclable Materials and Yard Waste will be collected within the Participating Community (collection of Residential Solid Waste and Recyclable Materials shall be on the same weekly schedule, as set forth in the collection day and route schedule provided by the Collection Contractor and approved by the Participating Community.) The Collection Contractor shall not change the day of collection without written approval by the Participating Community. In the event such a change is approved by the Participating Community, written notice of such approved change must be provided to each affected Residential Unit at least ten (10) days prior to the new collection day. The Participating Community retains the right to adjust the collection routes submitted by the Collection 57468975746897.1 9 Contractor to provide for public convenience and safety. The Collection Contractor shall perform the Collection Services using the final Participating Community-approved Collection Routes. 4.2. Holidays. Holidays that may be observed by the Collection Contractor include New Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and Christmas Day. In any week containing an observed holiday, the day of collection may be moved to the day immediately following the regular day of collection. The Collection Contractor shall resume the regular schedule the following week. 4.3. Starting and Ending Time. Collection of Solid Waste, Recyclable Materials and Yard Waste shall occur between 7:00 a.m. and 7:00 p.m. on the day designated for collection. In the event the Participating Community notifies the Collection Contractor that the Collection Contractor has violated the permissible hours of collection three or more times in any ninety (90) day period, except for the purposes of picking up missed collections as set forth above, the Participating Community may, at the Participating Community’s discretion, withhold or invoice two hundred dollars ($200.00) per occasion from the quarterly payment due to Collection Contractor, including the first three occasions, from the quarterly release of funds held by the Collection Contractor as provided in 6.1. 4.4. Notice to Residential Units. No later than ten (10) days prior to the first date of the Collection Services and semi-annually thereafter during the term, the Collection Contractor, at the Collection Contractor’s expense, shall provide written notice to each Residential Unit by letter delivered by U.S. mail or, if preferred by the Residential Unit owner or tenant, by electronic means, listing the procedures and obligations of the owner or tenant of each Residential Unit receiving Collection Services, including the obligation to place only accepted Recyclable Materials and Yard Waste in the appropriate containers. Notice shall identify the Recyclable Materials and Yard Waste acceptable for processing, a contact telephone number for the Participating Community and the Collection Contractor, and each Residential Unit’s collection schedule including holidays to be observed pursuant to Section 4.2. The notice may include notification of any fuel price adjustments implemented pursuant to Section 6.5. The initial notice, including the procedures and obligations, shall be submitted to the Participating Community for approval. Subsequent notices shall be submitted to the Participating Community for approval not later than twenty (20) days prior to mailing to the Residential Units. The bid price shall include all costs associated with development and distribution of the written notice. 4.5. Procedure for Curbside Collection Service. Except as provided in Section 4.6, collection of Solid Waste, Recyclable Materials and Yard Waste shall be made for each Residential Unit at one point of pick-up at the curbside of the Residential Unit or other identified location for non-curbed Residential Units. 4.6. Procedure for Carry-out Collection Service. The Collection Contractor shall provide Carry-out Collection Service at the same rate as the Curbside Collection Service to any Resident with a physical disability which limits or impairs the ability to walk, in accordance with Ohio Revised Code Section 4503.44(A)(1). By agreement, either the Participating Community or the Collection Contractor may maintain the list of Residents who are eligible to receive Carry-out Collection Service at no additional charge, and notify the other party of any changes to that list. The Collection Contractor shall provide Optional Carry- 57468975746897.1 10 out Collection Service to any Residential Unit requesting such service, in accordance with the Bid Price as stated on Exhibit G. In the event the Collection Contractor directly bills the Residents, the Participating Community shall not be responsible for the cost of Optional Carry-out Collection Service. 4.7. Handling of Collection Containers. All re-usable collection containers used by a Resident shall be returned to the location from which they were removed, erect and with lids in place. If a collection container has no lid, such collection container shall be placed upside down at the location from which it was removed. Notwithstanding the foregoing requirements, all re-usable collection containers shall be returned in a manner and to a location such that the container does not create a hazard to pedestrians or motor vehicles. The Collection Contractor shall immediately pick up or sweep up any materials that the Collection Contractor spills during collection. In the event the Participating Community notifies the Collection Contractor that the Collection Contractor has violated the requirements set forth in this section three or more times in any ninety (90) day period, the Participating Community may, at the Participating Community’s discretion, withhold or invoice two hundred dollars ($200.00) per occasion, including the first three occasions, from the quarterly payment due to Collection Contractor or from the quarterly release of funds held by the Collection Contractor as provided in 6.1. 4.8. Damage to Collection Containers. The Collection Contractor shall exercise due care to avoid damaging collection containers. The Collection Contractor shall make a like kind replacement of collection containers that it has substantially damaged through the negligence of the Collection Contractor. The Collection Contractor shall warrant that any Collection Contractor–provided collection container shall be free from defects and engineered to last for not less than ten (10) years. Any damaged or broken Collection Contractor–provided collection containers shall be maintained, repaired, and replaced by the Collection Contractor, at the sole cost and expense of the Collection Contractor. 4.9. Violation of Resident Obligations; Refusal to Collect. Upon the first instance that a Resident places Solid Waste, Recyclable Materials or Yard Waste for collection in a manner that violates the Resident’s obligations as contained in the original notice mailed by the Collection Contractor to each Residential Unit, the Collection Contractor shall, except where prohibited pursuant to Section 4.11, collect such items and leave a tag advising the Resident of the reasons why such placement is unacceptable. Upon any subsequent instance that a Resident places Solid Waste, Recyclable Materials or Yard Waste for collection in a manner that violates the Resident’s obligations, the Collection Contractor may refuse to pick up such materials provided that at the time of refusal, the Collection Contractor leaves a tag advising the Resident of the reasons for the Collection Contractor’s refusal to collect the materials. The Collection Contractor shall provide the Participating Community with copies of all tags left at each Residential Unit pursuant to this Section or may provide photographic evidence of the tagging and uncollected materials, or other such notification as agreed to between the Participating Community and the Collection Contractor. The Collection Contractor shall not take undue measures to determine compliance with specified weight or size restrictions, but shall act, in good faith, in favor of the Participating Community and the Residents receiving the Collection Services. 4.10. Conduct of Collection Contractor and Its Employees. The Collection Contractor shall perform all Collection Services in compliance with federal, state and local laws and 57468975746897.1 11 ordinances, specifically including, but not limited to, applicable traffic laws as well as rules and regulations adopted by SWACO and the Franklin County District Board of Health. This includes, but is not limited to, SWACO’s rules prohibiting Source Separated Recyclable Materials or Source Separated Yard Waste from being comingled with Solid Waste for delivery to the Franklin County Sanitary Landfill. Notwithstanding any deduction pursuant to Section 6.2, any and all violations may be enforced in accordance with Ohio Revised Code Section 343.99. The Collection Contractor’s employees shall conduct themselves in a polite, courteous and helpful manner at all times and shall refrain from the use of loud or profane language. All employees shall wear a shirt or other appropriate clothing bearing the Collection Contractor’s company name in large type. When performing the Collection Services, the Collection Contractor’s employees shall operate the Collection Contractor vehicles with due regard for the safety of all persons and property. The Participating Community may request transfer of any employee who performs his or her duties in a manner that is unsatisfactory to the Participating Community. 4.11. Daily Reports. The Collection Contractor shall report any Residential Units not placing collection containers on the collection day to the Participating Community. This report shall be provided to the Participating Community at the end of each collection day to avoid disputes regarding whether collection containers were placed for collection by the Resident. The Collection Contractor and the Participating Community may agree to utilize a different procedure, provided such agreement is in writing. 4.12. Collection Contractor’s Response to Complaints. The Participating Community shall notify the Collection Contractor of any complaints received regarding the Collection Contractor’s services or performance and suggest corrective measures. The Collection Contractor shall contact the Participating Community to determine if any complaints have been received at least once before 5:00 p.m., and once again before the last collection vehicle leaves the Participating Community at the end of the day of collection. The Collection Contractor shall give prompt and courteous attention to all complaints, and in the case of missed collections, shall arrange for collection on the same day. 4.13. Biannual Residential Recycling Participation Survey. The Collection Contractor shall conduct a residential recycling participation survey in April and October of each contract year or other dates as indicated by the Participating Community and provide the survey results to the Participating Community and the Solid Waste Authority of Central Ohio no later than May 31st and November 30th of the survey year. The participation survey shall delineate the total number of households that participate in the recycling program by documenting whether a Recyclable Materials container is placed out for collection on a regularly scheduled collection day. The Collection Contractor shall conduct the survey for all Residential Units and Residential Unit Equivalents in the Participating Community during the same collection week and shall report the total number of participants, and the total number of non-participants, which collective total shall equal the total number of Residential Units and Residential Unit Equivalents eligible for service under the Contract. The participation survey shall be conducted during a collection week with regularly scheduled collection days, and shall not be conducted on a holiday collection week or any other week where collection days are different from the normal collection schedule. 57468975746897.1 12 ARTICLE V - PERFORMANCE ASSURANCE, BOND, INSURANCE AND INDEMNIFICATION 5.1. Performance Assurance. The Collection Contractor shall immediately report to the Participating Community any notice or order from any governmental agency or court or any event, circumstance or condition, including Force Majeure, which may adversely affect the ability of the Collection Contractor to fulfill any of its obligations hereunder. If, upon receipt of such report, or upon the Participating Community’s own determination that any such notice, order, event, circumstance or condition adversely affects the ability of the Collection Contractor to fulfill its obligations, the Participating Community shall have the right to demand adequate assurances from the Collection Contractor that the Collection Contractor is able to fulfill its obligations. Upon receipt by the Collection Contractor of any such demand, the Collection Contractor, within fourteen (14) days of such demand, shall submit to the Participating Community its written response to any such demand. In the event that the Participating Community does not agree that the Collection Contractor’s response will provide adequate assurance of future performance to the Participating Community and its Residents, the Participating Community may, in the exercise of its sole and reasonable discretion, seek substitute or additional sources for the delivery of all or a portion of the Collection Services, declare that the Collection Contractor is in default of its obligations under this Collection Agreement, or take such other action the Participating Community deems necessary to assure that the Collection Services will be provided including the right to terminate the Collection Agreement. 5.2. Performance Bond. Within ten (10) days after receiving the Notice of Award, the Collection Contractor shall furnish and maintain for the duration of this Collection Agreement, including any renewal terms, a Performance Bond executed by a duly authorized surety, acceptable to the Participating Community in all respects, or such other security acceptable to the Participating Community, in the amount of Three million eight hundred fifty two thousand seven hundred forty-four dollars ($3,852,744.00). The Performance Bond is attached as Exhibit D and may be renewed by a substitute surety acceptable to the Participating Community, provided that the terms and conditions of this Performance Bond obligate the surety to honor the Performance Bond until the Participating Community accepts, in writing, a substitute surety. 5.3. Liability Insurance. The Collection Contractor, at the Collection Contractor’s sole cost and expense, agrees that it shall at all times during the term and any renewal term of this Collection Agreement carry and maintain in full force and effect, for the mutual benefit of the Participating Community and the Collection Contractor, commercial general public liability insurance against claims for personal injury, death or property damage, occurring as a result of the performance of the Collection Services. The insurance coverage to be purchased and maintained by Collection Contractor as required by this paragraph shall be primary to any insurance, self-insurance, or self-funding arrangement maintained by the Participating Community. The coverage and limits of such insurance are listed on Exhibit F, which is attached and incorporated by reference. The Collection Contractor shall be responsible for payment of any and all deductible(s) or retention(s) under the policies of insurance purchased and maintained by it pursuant to this Contract. 5.4. Proof of Insurance. All insurance required by this Collection Agreement shall be obtained from a responsible insurance company or companies reasonably satisfactory to the 57468975746897.1 13 Participating Community and authorized to do business in the State of Ohio. The Participating Community shall be named as an additional insured in such insurance policies. Originals of the insurance policies or certificates shall be delivered to the Participating Community promptly upon commencement of the term of this Collection Agreement, and insurance policy renewals or certificates shall be delivered to the Participating Community not less than thirty (30) days prior to the expiration dates of any policy. Each policy shall provide that the insurance company shall give notice to the Participating Community at least thirty (30) days prior to the effective date of any cancellation or expiration of any such insurance policy. 5.5. Workers’ Compensation Coverage. Prior to commencing work under this Collection Agreement, the Collection Contractor shall furnish to the Participating Community satisfactory proof that the Collection Contractor has paid current premiums for workers’ compensation coverage for all persons employed in carrying out the work covered by this Collection Agreement. Such proof must be included as Exhibit B, which is attached and incorporated by reference. The Collection Contractor is responsible for forwarding updated proof of payment for workers’ compensation coverage on an on-going basis, as such proofs expire. The Collection Contractor shall hold the Participating Community free and harmless for any and all personal injuries of all persons performing work for the Collection Contractor under this Collection Agreement. 5.6. Indemnification. The Collection Contractor shall save, indemnify and hold the Participating Community, its Council, its Board of Trustees, employees, agents, officers and consultants (each an indemnitee) harmless from and against any and all liabilities, claims, demands, causes of action, penalties, judgments, forfeitures, liens, suits, costs and expenses whatsoever (including those arising out of death, injury to persons, or damage to or destruction of property), and the cost and expenses incident thereto (including reasonable attorneys’ fees), which any indemnitee may hereafter incur, become responsible for, or pay out for or resulting from the performance of the Collection Services under this Collection Agreement, provided that any such claim, damage, loss, or expense: (a) is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, including any resulting loss of use; and (b) is caused in whole or in part by any intentional, reckless or negligent act or omission of the Collection Contractor, anyone directly or indirectly employed by the Collection Contractor, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Section. 5.7. Environmental Indemnification. The Collection Contractor shall save, indemnify and hold the Participating Community, its Board of Trustees, employees, agents, officers and consultants (each an indemnitee) harmless from and against any and all liabilities, claims, demands, causes of action, penalties, judgments, forfeitures, liens, suits, costs and expenses whatsoever (including those arising out of death, injury to persons, or damage to or destruction of property), and the cost and expenses incident thereto (including reasonable attorneys’ fees), which any indemnitee may hereafter incur, become responsible for, or pay 57468975746897.1 14 out for or resulting from contamination of or adverse effects on the environment, or any violation of governmental laws, regulations, or orders, in each case, to the extent caused by the Collection Contractor’s negligent, reckless, or willful misconduct relating to the Collection Services. Any indemnitee shall promptly notify the Collection Contractor of any assertion of any claim against it for which it is entitled to be indemnified, shall give the Collection Contractor the opportunity to defend such claim and shall not settle such claim without the approval of the Collection Contractor. This Section shall survive expiration or earlier termination of this Agreement. 5.8. Indemnity Not Limited. In any and all claims against the Participating Community, its employees, agents, officers and consultants, by any employee of the Collection Contractor or anyone for whose acts any of them may be liable, the indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Collection Contractor under workers’ compensation acts, disability benefit acts, or other employees’ benefit acts. 5.9. Personal Liability. Nothing herein shall be construed as creating any personal liability on the part of any employee, agent, officer or consultant of the Participating Community. 5.10. Covenant Not to Sue. During the term or any renewal term of the Collection Agreement, the Collection Contractor shall not challenge, directly or indirectly, the Participating Community or SWACO’s designation of one or more facilities to provide processing and/or Disposal Services for Solid Waste, Recyclable Materials or Yard Waste generated within the Participating Community. ARTICLE VI - BILLING, PAYMENT, ADJUSTMENTS OR REDUCTIONS TO PAYMENT 6.1. Collection Contractor Billings to the Participating Community for Payment. The Collection Contractor shall bill the Participating Community for the Collection Services within ten (10) days following the end of the month, and the Participating Community shall pay the Collection Contractor on or before the thirtieth (30th) day following the end of such month. Such billing and payment shall be based on the prices and charges stated in the Exhibit G, increased for additional services requested and approved by the Participating Community or reduced by the Participating Community as provided in this Collection Agreement. In the event the Participating Community reduces payment to the Collection Contractor, in good faith and at its sole discretion, the Participating Community will provide a written explanation and reference to the authorizing provision of the Collection Agreement, including paragraphs 4.3, 4.7, and 6.2. In the event that the Collection Contractor disputes the basis for the reduction in payment, the Participating shall consider the basis for the dispute and may refund any such deduction to the Collection Contractor. However, the Participating Community is under no obligation to accept the validity of any such dispute. 6.2. Deductions from Collection Contractor’s Invoice for Non-performance. If the Collection Contractor misses or fails to make a collection on the regularly scheduled day from any Residential Unit(s), even if corrected within twenty-four (24) hours, the Participating Community may withhold Twenty-Five Dollars ($25.00) per Residential Unit from payment or the quarterly release of funds held by the Collection Contractor as 57468975746897.1 15 provided in 6.1, or invoice the Collection Contractor. If the miss or failed collection is not corrected by the Collection Contractor within twenty-four (24) hours after receiving a report of such miss, by the Participating Community or the owner or occupant of the Residential Unit, the Participating Community may withhold Fifty Dollars ($50.00) per Residential Unit from payment or the quarterly release of funds held by the Collection Contractor as provided in 6.1, or invoice the Collection Contractor. In the event that the Participating Community performs cleanup services pursuant to Section 4.7, or collects a missed pickup more than twenty-four (24) hours after reporting such miss to the Collection Contractor, the Participating Community may withhold from payment or the quarterly release of funds held by the Collection Contractor, or invoice the Collection Contractor, one hundred dollars ($100.00) per service call plus fifty dollars ($50.00) per hour for cleanup services performed by the Participating Community. If the Collection Contractor has violated the container handling requirements set forth in Section 4.7 three or more times in any ninety (90) day period, the Participating Community may, at the Participating Community’s discretion, withhold or invoice two hundred dollars ($200.00) per occasion, including the first three occasions, from the quarterly payment due to Collection Contractor or from the quarterly release of funds held by the Collection Contractor. If the Collection Contractor commingles Source Separated Recyclable Materials or Yard Waste with Solid Waste for Disposal, the Participating Community may withhold from payment or the quarterly release of funds held by the Collection Contractor as provided in Section 6.1, or invoice the Collection Contractor the amount of one hundred dollars ($100.00) per Residential Unit. In the event the Participating Community is charged by the Recyclable Materials processing designated facility for contaminated loads or excessive residuals, the Participating Community may withhold from payment or the quarterly release of funds held by the Collection Contractor as provided in Section 6.1, or invoice the Collection Contractor the amount of the charge. The remedies available pursuant to this Section are in addition to any other remedies available to the Participating Community pursuant to this Collection Agreement, and the Participating Community’s determination not to use any remedy in response to a failure to perform shall not constitute a waiver by the Participating Community of the right to exercise any remedy in response to subsequent failures to perform. In addition, the Participating Community may direct that any of the above deductions apply to the invoice for Service Charges for the Owner of a Residential Unit or Residential Unit Equivalent impacted by the Collection Contractor’s non-performance. 6.3. Unoccupied or Vacant Residential Units. Residents shall be permitted to discontinue Collection Services on a temporary basis while unoccupied because of extended vacations of three (3) months or more, or when the Residential Unit is vacant, upon notification provided to the Participating Community. Residential Units that are unoccupied or vacant shall not be charged for Collection Service. The owner of the unoccupied or vacant Residential Unit shall notify the Participating Community that Collection Services is not required at the unoccupied or vacant Residential Unit. The Participating Community shall notify the Collection Contractor of the addresses of unoccupied or vacant Residential Units. The Collection Contractor shall not invoice the Participating Community or the Residential Unit for Collection Services during the period of time when a Residential Unit is unoccupied or vacant, and the Collection Contractor has been duly notified. 57468975746897.1 16 6.4. Annual Review and Report. The Collection Contractor shall prepare and report the following data on the Collection Services provided by the Collection Contractor on forms provided or approved by the Participating Community: (a) Records regarding Bulk Item as required by Section 3.8 herein; (b) Records regarding appliances containing CFCs as required by Section 3.9 herein; (c) Records of all notifications of refusal to collect left at a Residential Unit or Residential Unit Equivalent pursuant to Section 4.9 herein; (d) Records regarding any Residential Units or Residential Unit Equivalents not placing out collection containers on the collection day as required by Section 4.11 herein; (e) Results of the two residential recycling participation surveys and respective numbers of participants and non-participants, as required by Section 4.13 herein; (f) Records regarding addresses of all Residential Units and Residential Unit Equivalents which are delinquent in payment of Services Charges, as required by Section 6.1 herein; (g) Records regarding any charge assessed to the Collection Contractor for contaminated loads or excessive residuals by the Recyclable Materials processing designated facility or yard waste processing facility, as provided for by Section 6.6 herein; (h) A record of the number and addresses of Residential Units and Residential Unit Equivalents within the Participating Community collected by the Collection Contractor on each regular collection day, as required by Section 6.8 herein; (i) A record of the number of collection container types by volume and address within the Participating Community and collected by the Collection Contractor on each regular collection day, as required by Section 6.8 herein; (j) A record of the total amount of Solid Waste, Recyclable Materials and Yard Waste collected within the Participating Community pursuant to this Collection Agreement that the Collection Contractor delivers to the Participating Community- Designated Facilities specified in tons, for each day that such Solid Waste, Recyclable Material or Yard Waste is delivered to the Participating Community- Designated Facilities, as required by Section 6.8 herein; and (k) Copies of weight receipts and invoices that the Collection Contractor obtains from the Participating Community-Designated Facilities, as required by Section 6.8 herein. The Collection Contractor shall prepare such records and provide them to the Participating Community and SWACO on an annual basis. Following the first year of the Term, the annual report containing data for the preceding calendar year shall be submitted no later than January 30th each remaining year of the Term. 57468975746897.1 17 Annually, the Collection Contractor and the Participating Community shall meet to establish, if needed, an updated number of Residential Units eligible under the Contract, including currently unoccupied and vacant Residential Units pursuant to Section 6.3 that could receive service in the future, an updated number of Residential Unit Equivalents, and an updated address list. The Collection Contractor and Participating Community shall also review the volumes of Solid Waste, Recyclable Materials and Yard Waste collected from the Participating Community and its Residents and delivered to the Participating Community-Designated Facilities. If based on a review of the volumes collected, and based on the average per household generation figures available from the prior year, there is a decrease in the average per household generation of Solid Waste of more than ten percent (10%), the per Residential Unit base-line charge included in Exhibit G, not including any fuel price adjustments, collection container rental charges, or other fees, shall be reduced as follows: Per Residential Unit base-line charge - Tonnage Decrease x Tipping Fee # of Households 6.5. Adjustment for Changes in Cost of Fuel. Either the Collection Contractor or the Participating Community may request a quarterly per Residential Unit fuel price adjustment for Collection Services in a form approved by the Participating Community. For purposes of this provision, a request for fuel price adjustment, upon approval by the Participating Community or Collection Contractor, as applicable, will result in an adjustment to the Collection Contractor’s invoice received by the Participating Community or Residential Units. All fuel price adjustment requests and approvals shall be in writing and a copy shall be provided to SWACO. The form of invoice shall include a fuel price adjustment as an increase or decrease in the quarterly price per Residential Unit for the collection of Solid Waste, Recyclable Materials or Yard Waste. The invoice shall include the base bid price per Residential Unit, and a separate fuel price adjustment amount to be added or subtracted for each Residential Unit. The price may be adjusted when the price of diesel fuel has changed during the preceding period in increments of at least twenty-five cents ($.25) per gallon. (For example: an increase or decrease in the price per gallon of diesel fuel between $.25 and $.49 shall be equal to $.25 per gallon for purposes of the fuel price adjustment formula provided; an increase or decrease in the price per gallon of diesel fuel between $.50 and $.74 shall be equal to $.50 per gallon for purposes of the fuel price adjustment formula, etc.). The base price for fuel to be utilized in determining whether a fuel price adjustment is appropriate shall be the average price per gallon of diesel fuel on May 31, 2021 (the Monday preceding the Bid opening), as determined by the Weekly On-Highway Retail Diesel Fuel Price, All Types, for the Midwest Region, as maintained by the Energy Information Administration of the United States Department of Energy (“EIA”). The per Residential Unit fuel price adjustment may first be adjusted, if necessary, on the Collection Services commencement date contained in the Notice to Proceed. Thereafter, the per Residential Unit fuel price adjustment may be made at the end of each quarter (quarters being January through March, April through June, July through September, and October through December) of the contract period, when the price per gallon of diesel fuel, as published by the EIA each Monday, or Tuesday when Monday is a Federal Holiday, has 57468975746897.1 18 changed by an average amount during the preceding quarter of at least twenty-five cents more or less ($0.25) per gallon from the base price. Each twenty-five cent incremental ($0.25) change in the average price per gallon of diesel fuel, when compared with the base price per gallon for diesel fuel, shall adjust the per Residential Unit fee as follows: M = total number of miles traveled by the Collection Contractor in one month for the Participating Community, (including miles traveled on the Collection Route, and average number of round trips to: the Franklin County Sanitary Landfill, Participating Community- Designated Recyclable Materials Facility, and Participating Community-Designated Yard Waste Facility), divided by three (3) (the average number of miles per gallon for collection vehicles) multiplied by P, where P = fuel price adjustment in $.25 per gallon increments, divided by RU plus RUE, where RU = the number of Residential Units and RUE = the number of Residential Unit Equivalents . Per Residential Unit base-line charge + M/3 x P RU+RUE An alternative fuel adjustment formula for CNG vehicles may be proposed by the Collection Contractor, and if approved by the Participating Community, may be incorporated into this Agreement. The Collection Contractor shall notify owners and/or tenants of Residential Units or Residential Unit Equivalents of any fuel price adjustment made pursuant to this Section. Such notification shall be given no later than 30 days following approval of the fuel price adjustment and may be included in the notice required by Section 4.4 herein. 6.6. Permissible Pass-Through Charges. The following fees, rates, or charges shall be passed on by the Collection Contractor: (a) Any and all governmental fee increases or decreases for disposal or processing of Solid Waste at the Franklin County Sanitary Landfill or at the Participating Community-Designated Recycling Services and Yard Waste Services Facilities. A governmental fee is a fee applied to the disposal or processing of Solid Waste levied by the United States Federal Government, State of Ohio, Franklin County, or SWACO; (b) Any increase or decrease in a rate or charge for the disposal of Solid Waste at the Franklin County Sanitary Landfill; and (c) Any increase or decrease in a rate or charge incurred for disposal or processing of organics, Food Waste, or Yard Waste at a Designated Facility or SWACO- approved facility. The Collection Contractor shall give the Participating Community and Residents as much notice as is practicable before adjusting for governmental fee, rate or charge modifications. In the event an adjustment is necessary, the Collection Contractor charge per Residential Unit shall be adjusted by an amount to be determined as follows: 57468975746897.1 19 For Solid Waste Disposal: per ton price difference ÷ 12 For Recyclable Materials Processing: (1/4) (per ton price difference) ÷ 12 For Yard Waste Composting: (1/5) (per ton price difference) ÷ 12 Any charge for contaminated loads or excessive residuals by the Recyclable Materials processing designated facility or yard waste processing facility shall be the sole responsibility of the Collection Contractor. If any such charges are assessed to the Collection Contractor, the Collection Contractor shall notify the Participating Community within 48 hours of receiving the charge. 6.7. Data Collection and Monthly Reporting. The Collection Contractor shall prepare and report the following data on the Collection Services provided by the Collection Contractor on forms provided or approved by the Participating Community: (a) A record of the number and addresses of Residential Units and Residential Unit Equivalents within the Participating Community collected by the Collection Contractor on each regular collection day; (b) A record of the number of collection container types by volume and address within the Participating Community collected by the Collection Contractor on each regular collection day; (c) A record of the total amount of Solid Waste, Recyclable Materials and Yard Waste collected within the Participating Community pursuant to this Collection Agreement that the Collection Contractor delivers to the Participating Community- Designated Facilities specified in tons, for each day that such Solid Waste, Recyclable Material or Yard Waste is delivered to the Participating Community- Designated Facilities; (d) Copies of weight receipts and invoices that the Collection Contractor obtains from the Participating Community-Designated Facilities; (e) Records regarding Bulk Item as required by Section 3.8 herein; (f) Records regarding appliances containing CFCs as required by Section 3.9 herein; (g) Records of all notifications of refusal to collect left at a Residential Unit or Residential Unit Equivalent pursuant to Section 4.9 herein; (h) Records regarding any Residential Units or Residential Unit Equivalents not placing out collection containers on the collection day as required by Section 4.11 herein; and (i) Records regarding any charge assessed to the Collection Contractor for contaminated loads or excessive residuals by the Recyclable Materials processing designated facility or yard waste processing facility, as provided for by Section 6.6 herein. The Collection Contractor shall prepare such records and provide them to the Participating Community and SWACO on a monthly basis within thirty (30) days of the close of each month. 57468975746897.1 20 The Collection Contractor shall also utilize the data management system selected by the Participating Community and report volumes in tons collected of Solid Waste, Yard Waste and Recyclable Materials for the Participating Community for as long as the Solid Waste Authority of Central Ohio pays any required dues or annual subscription fees for use of the system. The Collection Contractor shall input such data and provide such data to the Participating Community and to SWACO on a monthly basis within thirty (30) days of the close of each month. 6.8 Senior Citizen Discount. The Collection Contractor shall provide Residents who are sixty (60) years of age or older and the head of household a discount of ten percent (10%) or one dollar and fifty cents ($1.50), whichever is greater, off the per Residential Unit charge contained in attached Exhibit G. By agreement, either the Participating Community or the Collection Contractor will maintain a list of Residents entitled to this discount, which list shall be provided upon request to the other party. ARTICLE VII - BREACH, CURE, AND TERMINATION 7.1. Breach of Contract; Termination. Upon the material failure of the Collection Contractor to comply with the terms or conditions of this Collection Agreement, the Participating Community may terminate the Collection Agreement in the following manner: the Participating Community shall provide notice to the Collection Contractor, by certified mail, return receipt requested, of the alleged material failure of the Collection Contractor to comply with the Collection Agreement. The Collection Contractor shall have ten (10) days to provide the Participating Community with written assurance, which can be substantiated by reasonable proof, that the material failure(s) issues identified in the notice have been corrected. In the event that the Collection Contractor fails to provide such written assurance and substantiating proof within the ten (10) day period for corrective action, or there are ongoing or continuing failures to perform the Collection Services, the Participating Community may terminate this Collection Agreement. Any such termination shall not take effect until the Participating Community is able to secure alternate or substitute performance for the Collection Services. The Participating Community may commence the process to obtain an alternate or substitute service provider for the Collection Services following the failure of the Collection Contractor to cure the alleged material failure to the satisfaction of the Participating Community, in the exercise of the reasonable discretion of the Participating Community. 7.2. Surety or Participating Community Cover in the Event of a Material Failure. In the event of termination, the Collection Contractor’s surety shall have the right to take over and perform under the Collection Agreement. However, if the surety does not commence performance, the Participating Community shall take over performance by contract or otherwise at the expense of the surety. In the event there is no surety-provided cover, or the Participating Community is unable to provide or obtain cover, the effective termination date may be delayed by the Participating Community until the Participating Community completes the process of obtaining a substitute service provider of the Collection Services. In such event, the Collection Contractor shall continue to perform its responsibilities under this Collection Agreement until the effective date of termination. Material failure includes, but is not limited to, the Participating Community’s receipt of more than twenty (20) bona fide complaints in any given month regarding the Collection Services. A bona fide complaint is a complaint that the Participating Community has investigated and determined 57468975746897.1 21 that the complaints represent failures of the Collection Contractor to provide the required Collection Services. Material failure also includes the failure of the Collection Contractor to provide the Performance Bond and proof of insurance as required, or payment of the Participating Community income taxes. 7.3. Termination for Change of Control of Collection Contractor. The award of this Collection Agreement is based on the ownership and control of the Collection Contractor as of the time of the award. Such ownership and control is a material term in such award. If during the term of this Collection Agreement, the Collection Contractor shall be merged or sold, the Participating Community shall have the right, in its sole discretion, to terminate this Collection Agreement upon thirty (30) days written notice of termination to the Collection Contractor. In the event of such notice of termination, the Collection Contractor shall continue to perform under the terms of this Collection Agreement until such time as the Participating Community is able to obtain alternate or substitute service. 7.4. Termination for Excessive Fuel Price Adjustment. In the event that the fuel price adjustment provision results in a twenty percent (20%) increase in the price per Residential Unit per month for the Collection Services from the initial price per Residential Unit per month accepted by the Participating Community, the Participating Community may, in the exercise of its sole discretion and without liability to the Collection Contractor, terminate this Agreement and issue a replacement Invitation to Bid. In the event of termination by the Participating Community as provided herein, the effective date of any such termination shall be the date of the Notice to Proceed in the replacement Invitation to Bid. 7.5. Expiration/Termination of Participating Community-Designated Facility Agreements. The Collection Contractor is required to deliver materials collected pursuant to the Collection Services to certain Participating Community-Designated Facilities. In the event of expiration or termination of an agreement with a Participating Community- Designated Facility, and until notification by the Participating Community of an alternative facility selected by the Participating Community, the Collection Contractor shall be excused from delivering materials to the Participating Community-Designated Facility, and may deliver such materials to an alternate facility selected by the Collection Contractor. Upon the Participating Community’s designation of an alternate facility, the Collection Contractor shall deliver all applicable materials to the alternate Participating Community-Designated Facility. Any increase or decrease in the cost of providing Collection Services as a result of utilizing an alternate facility due to the expiration or termination of a Participating Community-Designated Facility agreement shall be documented and provided to the Participating Community. Any additional reasonable costs as determined by the Participating Community incurred by the Collection Contractor may be invoiced as an authorized increase in the price for that service on a per Residential Unit basis. In the event that any such increase in price requires that the Participating Community obtain competitive bids for the Collection Services, the Collection Contractor shall continue to provide the Collection Services at the increased price as authorized until the Participating Community is able to issue a replacement Invitation to Bid. In the event of termination by the Participating Community as provided herein, the effective date of any such termination shall be the date of the Notice to Proceed in the replacement Invitation to Bid. 57468975746897.1 22 ARTICLE VIII - MISCELLANEOUS PROVISIONS 8.1. Entire Agreement. This Collection Agreement, Bid Forms and other attachments and exhibits incorporated herein represent the entire agreement of the parties, and supersede all other prior written or oral understandings. This Collection Agreement may be modified or amended only by a writing signed by both parties. 8.2. Notices. Unless stated otherwise herein, written notice required to be given under this Collection Agreement shall be sufficient if delivered personally or mailed by certified mail, return receipt requested, to the Collection Contractor, attention __________________________ (name or title), and to the Participating Community, attention __________________________ (name or title), at their respective addresses set forth above. Any change in address must be given in like manner. 8.3. Waiver. No waiver, discharge, or renunciation of any claim or right of the Participating Community or the Collection Contractor arising out of a breach of this Collection Agreement by the Participating Community or the Collection Contractor shall be effective unless in writing signed by the Participating Community and the Collection Contractor. 8.4. Applicable Law. This Collection Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio. Venue is proper in Franklin County, Ohio. 8.5. Unenforceable Provision. If any provision of this Collection Agreement is in any way unenforceable, such provision shall be deemed stricken from this Collection Agreement and the parties agree to remain bound by all remaining provisions. The parties agree to negotiate in good faith a replacement provision for any provision so stricken. 8.6. Binding Effect. This Collection Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by and against, each party’s successors and assigns. Provided, however, that the Collection Contractor may not assign this Collection Agreement or any of the Collection Contractor’s rights or obligations without the express written consent of the Participating Community, which consent may be withheld for any reason or for no reason. 8.7. Rights or Benefits. Nothing herein shall be construed to give any rights or benefits in this Collection Agreement to anyone other than the Participating Community and the Collection Contractor. All duties and responsibilities undertaken pursuant to this Collection Agreement will be for the sole and exclusive benefit of the Participating Community and the Collection Contractor and not for the benefit of any other party. 57468975746897.1 23 IN WITNESS WHEREOF, the parties by their duly authorized officers, trustees or partners, have executed this Collection Agreement on the date set forth above. City of Dublin, Ohio (Signature) (Printed Name) (Title) ____________________________________ (Date) 57468975746897.1 24 The Collection Contractor must indicate whether it is a Corporation, Limited Liability Company, Partnership, Company or Individual. THE INDIVIDUAL SIGNING SHALL, IN HIS OR HER OWN HANDWRITING, SIGN THE PRINCIPAL’S NAME, THE SIGNATORY’S OWN NAME, AND THE SIGNATORY’S TITLE. WHERE THE PERSON SIGNING FOR A CORPORATION IS OTHER THAN PRESIDENT OR VICE PRESIDENT, THE SIGNATORY MUST SHOW AUTHORITY TO BIND THE CORPORATION BY AFFIDAVIT. (Signature) (Printed Name) (Title) (Street Address) (City/State/Zip) ____________________________________ (Date) 5746897.1 EXHIBIT A Defined Terms 2021 Consortium or 2021 Community Consortium: collectively the Cities of Bexley, Dublin, Gahanna, New Albany, Reynoldsburg, Westerville, and Blendon, Mifflin, Plain, and Washington Townships, each located within the jurisdiction of the Solid Waste Authority of Central Ohio and participating in a Joint Bid Process to obtain the Collection Services. Bid Bond: a bond ensuring the Participating Communities that the Successful Bidder will execute the agreements for the Collection Services substantially in the form provided in the Bid Documents. Bidder: a person, partnership, joint venture, corporation or limited liability company submitting a Bid in response to the Joint Bid Process. Bid Documents: the documents prepared and furnished by the Participating Communities inviting bids to obtain the Collection Services, including the Legal Notice to Bidders, Overview and Instructions to Bidders, Bid Forms, forms of Agreement and any and all attachments and exhibits contained therein. Bid Form: the exhibit(s) to each of the agreements included in the Bid Documents upon which a Bidder shall submit its bid price for the Collection Services and related services. Bulk Items: any single item of Solid Waste that is too large to be contained in a single collection container utilized by a Resident, either by weight or by volume (up to and including a 96 gallon sized collection container); examples include, but are not limited to: stoves, water tanks, washing machines, furniture, mattresses, other household items and non-Freon containing appliances. Carry-out Collection Services: the collection of Solid Waste, Recyclable Materials and Yard Waste from any location other than that defined as Curbside. Collection Agreement, Collection Services Agreement, or Agreement: agreement for collection of Solid Waste, Recyclable Materials and/or Yard Waste by and between the Collection Contractor and a Participating Community. Collection Contractor or Contractor: the individual or entity selected by the Participating Community for the collection of Solid Waste, Recyclable Materials and Yard Waste at Residential Units, Municipal Facilities and during Special Events within the Participating Community. Collection Routes: the route identified by the Collection Contractor pursuant to Section 4.1 of the Collection Agreement and approved by the Participating Community as per the Implementation Plan and identifies the mileage for purposes of Section 6.5 of the Collection Agreement. Collection Services: the collection, transportation and delivery for disposal or processing of Solid Waste, Recyclable Materials and Yard Waste generated at Residential Units, Residential Unit Equivalents, Municipal Facilities and during Special Events within the Participating Community. 57468975746897.1 Curbside Collection Service: the collection of Solid Waste, Recyclable Materials or Yard Waste placed by the Resident at a single point of pick-up at the curbside; or if there is no curb, at any other single location appropriate for each Residential Unit contiguous to a municipal street, as determined by the Participating Community. Disposal Service: the delivery and acceptance of Solid Waste at the Franklin County Sanitary Landfill (or any in-district transfer station owned and operated by SWACO). Effective Date: the date of last execution of the Agreement for the Collection Services. Food Waste: means (i) waste material of plant or animal origin, or a combination thereof, that results from the preparation or processing of food for animal or human consumption, (ii) that is separated by the generator from the municipal solid waste stream, and (iii) managed separately from other solid waste materials, including, but not limited to materials not capable of decomposing to compost. Food wastes may also include packaging, utensils, and food containers composed of readily biodegradable material capable of decomposition in accordance with the ASTM D6400 standard required for use. During the term of this Agreement, the Participating Community may require collection of organics or Food Waste with Yard Waste. In the event the Participating Community implements a program for the collection of organics or Food Waste and requires the Collection Contractor to perform collection services of such materials, Food Waste shall be included in the definition of Yard Waste or Source-Separated Yard Waste for purposes of this Agreement. Force Majeure: Any failure or delay in performance under this Agreement due to circumstances beyond a party’s reasonable control that could not have been prevented or avoided if such party had exercised reasonable diligence, including, without limitation, Acts of God, war, terrorist acts, and official, governmental and judicial action not the fault of the party failing or delaying in performance. Franklin County Sanitary Landfill: the location where all Solid Waste must be ultimately delivered according to SWACO Rules, located at 3851 London Groveport Road, Grove City, Ohio, 43123. Governmental Fee: a fee applied to the disposal or processing of Solid Waste, Recyclable Materials or Yard Waste levied by the United States Federal Government, State of Ohio, Franklin County, the Solid Waste Authority of Central Ohio or other public entity. A Governmental Fee does not include any charge by a private corporation. Identified Facility or Designated Facility: the location or facility, within SWACO’s jurisdiction or an associated SWACO facility, to which the Collection Contractor shall deliver all Solid Waste, Recyclable Materials or Yard Waste based upon agreements between the Participating Communities and such facilities, or SWACO Rules. Invitation to Bid: the request of the Participating Communities to secure the Collection Services. Joint Bid Process: the bidding process for the Collection Services and other optional services of the Participating Communities. 57468975746897.1 Judicial Set-Out Order/Eviction: When a court or landlord authorizes an eviction, the Residential Unit Owner is responsible for the clean-up of any remaining debris from the street following the eviction or court-ordered twenty-four (24) hour period. The Residential Unit Owner may contract with a private hauler or if collected by the Collection Contractor, the Collection Contractor may directly bill the Residential Unit Owner at the bid price on Exhibit G(II). Multi-Family: A residential dwelling consisting of four (4) or more units, unless otherwise defined as a Residential Unit Equivalent by the Participating Community. Municipal Facilities: Participating Community-owned buildings, parks, and other locations specifically identified on Exhibit E, attached to the Collection Agreement. Notice of Award: written notification that a Bid has been accepted by the Participating Community for the Collection Contractor to provide the Collection Services. Optional Services: any services provided by the Collection Contractor at the request of an individual Resident other than basic Collection Services, for which the Participating Community is not responsible for the charge, including but not limited to Optional Carry-Out Collection Services; chlorofluorocarbon (CFC) removal; and rental or purchase of additional 95-, 65-, or 35- gallon collection containers. Owner: the legal titleholder(s) of record of any Residential Unit or Residential Unit Equivalent within the Participating Community, according the property roll of the Franklin County Auditor or deed filed with the Franklin County Recorder. Participating Communities: the following political subdivisions, located within the jurisdiction of the Solid Waste Authority of Central Ohio and participating in a Joint Bid Process to obtain the Collection Services, including the Cities of Bexley, Dublin, Gahanna, New Albany, Reynoldsburg, and Westerville, as well as Blendon, Mifflin, Plain, and Washington Townships. Participating Community: the city of Dublin, Ohio, with its principal office located at 5555 Perimeter Drive, Dublin, Ohio 43017, which is a party to this Collection Agreement. Participating Community-Approved Collection Route(s): the route showing the starting and ending points of collection within the Participating Community as approved by the Participating Community and the collection routes that the Collection Contractor shall use to provide the Collection Services. Participating Community-Designated Facilities: the facilities where all Participating Community-generated Solid Waste, Recyclable Materials and Yard Waste must be delivered; for Solid Waste, the Franklin County Sanitary Landfill located at 3851 London-Groveport Road, Grove City, Ohio, 43123, or to any transfer station owned and operated by SWACO; for Recyclable Materials, Rumpke of Ohio, Inc., 1191 Fields Road, Columbus, Ohio 43201; and for Yard Waste, any facility that has entered into an agreement with SWACO to provide Yard Waste Services, or any other facility designated by the Participating Community. Performance Bond: the bond insuring performance of the Collection Services, to be submitted in substantially the same form as that included in the Bid Documents. 57468975746897.1 Recyclable Materials or Recyclables: not less than the following: steel cans, aluminum cans (including empty aerosol containers), plastic bottles, jugs, and polypropylene tubs (all colors and resin types), cartons and aseptic containers, newspapers, magazines and other residential mixed paper, cardboard, glass bottles and glass jars (all colors). Any other materials identified as acceptable by the Recycling Services processor shall also be included. Recycling Services: the acceptance and processing of Source-Separated Recyclable Materials at the Participating Community-Designated Facility. Resident: an adult occupant, Owner or tenant of a Residential Unit or Residential Unit Equivalent. Residential Unit or Units: all residential dwellings within the corporate limits of the Participating Community occupied by a family unit, and considered by the Participating Community to qualify as a Residential Unit; including but not limited to residences of three (3) units or less and single- family condominiums. A Residential Unit shall be deemed “occupied” when either water or power services have been established. Residential Unit Equivalent: a commercial establishment that receives Collection Services in the same manner as a Residential Unit by agreement of the Participating Community. Service Charges: the fee charged by the Collection Contractor to an Owner or to a Participating Community for the provision of Collection Services and Optional Services, which may not exceed the prices contained on the Bid Form; may also include any applicable fuel surcharge, Recycling Processing service fee, or pass through charges permitted by this Collection Agreement. No other charges shall be included. A Collection Contractor may not charge multiple Owners for the shared use of the same Curbside Collection Services if each Residential Unit is not provided with a separate collection container. Solid Waste: unwanted residual solid or semisolid material as results from industrial, commercial, agricultural, and community operations, excluding earth or material from construction, mining or demolition operations, or other waste materials of the type that would normally be included in demolition debris, nontoxic fly ash, spent nontoxic foundry sand, and slag and other substances that are not harmful or inimical to public health, and includes, but is not limited to, garbage, tires, combustible and non-combustible material, street dirt, and debris. Solid Waste does not include any material that is an infectious waste or a hazardous waste. Solid Waste Authority of Central Ohio, or SWACO: the Board of Trustees of the Solid Waste Authority of Central Ohio with its principal offices located at 4239 London-Groveport Road, Grove City, Ohio 43123. Source-Separated Recyclable Materials: Solid Waste Recyclable Materials that are separated from other Solid Waste at the location where such materials are generated for the purpose of recycling. Special Events: services provided to Municipal Facilities and during Participating Community- identified events listed on Exhibit E, attached to each Participating Community’s Collection Agreement and included in the Bid Documents, including but not limited to Participating Community-wide designated clean-up weeks. 57468975746897.1 Successful Bidder: the Bidder the Participating Community concludes has submitted the lowest price and best Bid for the Collection Services, receiving a final Notice of Award. Textiles or Other Reusable Items: materials, including but not limited to clothing and other household items, frequently donated or collected for reuse by governmental, non-profit or other private entities. Transfer Station: either of the two in-district transfer stations operated by the Solid Waste Authority of Central Ohio, located at 4262 Morse Road, Gahanna, Ohio 43230 and 2566 Jackson Pike, Columbus, Ohio 43223; or any subsequent in-district transfer station owned or operated by the Solid Waste Authority of Central Ohio. Yard Waste or Source-Separated Yard Waste: Solid Waste consisting of all garden residues, leaves, grass clippings, shrubbery and tree prunings less than a fourth (1/4) of an inch in diameter, and similar material as meets the requirements for acceptance by the Yard Waste processing facility utilized by the Collection Contractor. During the term of this Agreement, the Participating Community may require collection of organics or Food Waste with Yard Waste. In the event the Participating Community implements a program for the collection of organics or Food Waste and requires the Collection Contractor to perform collection services of such materials, Food Waste shall be included in the definition of Yard Waste or Source-Separated Yard Waste for purposes of this Agreement. Yard Waste Services: the acceptance and processing of Yard Waste by composting at a Participating Community-Designated Facility. 57468975746897.1 EXHIBIT B Workers’ Compensation Coverage Please attach a current “Certificate of Premium Payment” establishing workers’ compensation coverage. Contractor is responsible for forwarding updated Certificates to the Participating Community on a going-forward basis as Certificates expire. 57468975746897.1 EXHIBIT C Implementation Plan Forms Please attach “Certificate of Good Standing” (authorization to do business in the State of Ohio) and Implementation Plan details. 57468975746897.1 EXHIBIT D PERFORMANCE BOND FOR THE PROVISION OF COLLECTION SERVICES KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned Collection Services Provider (“Principal”) and [insert name of surety] (“Surety”), a corporation organized and doing business under and by virtue of the laws of the State of Ohio, and duly licensed for the purpose of making, guaranteeing, or becoming sole surety upon bonds or undertakings required or authorized under the laws of the State of Ohio, and that the liability incurred is within the limits of Section 3929.02 of the Revised Code are held and firmly bound unto the community of _____________, Ohio (“Beneficiary”) in the sum of __________________________, in lawful money of the United States, of such sum to be made, the Principal and Surety bind ourselves, and each of our administrators, successors, and assigns, jointly and severally, firmly by this Performance Bond. THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a certain Collection Services Agreement by and between Principal and Beneficiary, dated the day of , 20__, a copy of which is hereto attached and made a part hereof, for the collection, transportation and delivery for disposal or processing of Solid Waste, Recyclable Materials and Yard Waste generated by Residential Units, Municipal Facilities and during Special Events to Participating Community-Designated Facilities (“Collection Services”). NOW, THEREFORE, if the Principal shall well, truly and faithfully perform its duties, all the undertakings, covenants, terms, conditions, and agreements of said Collection Services Agreement during the original term thereof, and any extensions thereof which may be granted by the Beneficiary, with or without notice to the Surety and during the one year guaranty period, and if Principal shall satisfy all claims and demands incurred under such Collection Services Agreement, and shall fully indemnify and save harmless the Beneficiary from all costs and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the Beneficiary all outlay and expense which the Beneficiary may incur in making good any default, then this obligation shall be void; otherwise, to remain in full force and effect. PROVIDED FURTHER, that said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Collection Services Agreement to be performed thereunder or the specifications accompanying the same shall in any way affect Surety’s obligation on the Performance Bond, and Surety does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Collection Services Agreement. IN WITNESS WHEREOF, the Principal and Surety have executed this Performance Bond under their several seals, if any, this _____ day of _______________, 20__, by their respective representatives, pursuant to authority of their respective governing bodies. ATTEST: (Principal) (Surety) (Principal Secretary) By: (Surety Secretary) By: (SEAL) (SEAL) (Witness as to Principal) (Address) (Witness as to Surety) (Attorney-In-Fact) (Address) (Address) (Address) (Address) (Address) Legal Status of the Principal A CORPORATION duly organized and doing business under the laws of the State of ______________________________, for whom _________________________, bearing the official title of _____________________, whose signature is affixed to this Performance Bond, is duly authorized to execute contracts. A PARTNERSHIP trading and doing business under the firm name and style of __________________________, all the members of which with addresses are: . An INDIVIDUAL whose signature is affixed to this Performance Bond, doing business under the firm name and style of ___________________________. CERTIFICATE AS TO PRINCIPAL I, _____________________________, certify that I am the __________________ Secretary of the corporation named as the Principal in the within Performance Bond; that __________________________, who signed the Performance Bond on behalf of the Principal was then _________________ of the corporation; that I know his/her signature, and his/her signature thereto is genuine; and that the Performance Bond was duly signed, sealed, and attested to for and on behalf of the corporation by authority of its governing body. (Corporate Seal) 57468975746897.1 EXHIBIT E City of Dublin, Ohio Number of Residential Units: 14,200 Approximate annual volume (by ton) of: Solid waste = 11,977 tons Recyclable materials = 4,810 tons Yard waste = 3,373 tons City provides Recycling Carts to Residents Current Collection Day: Solid Waste and Recyclable Materials = Wednesday Yard Waste = Monday Entity that performs residential billing services: Not Applicable Entity that pays Recycling Processing Fees: City of Dublin Governmental Facilities and Community Events requiring service: The City requests that the Contractor provide collection containers to the City at the following locations at no additional charge to the City: Dublin City Commercial Refuse # Location # of Containers Container Type Container Size Days of Service 1 6351 Shier Rings Road 1 2 Front load – Recycling Roll-off Metal Recycling 8 C.Y. 30 C.Y. Tuesday, Thursday, as needed (Fleet Maintenance) 1 Roll-off - Refuse 30 C.Y. Monday, Thursday 2 Roll-off - Refuse 20 C.Y. As Needed 2 Roll-off – Yard Waste 30 C.Y. Monday, Thursday 2 6555 Shier Rings Road 2 Front Load - Recycling 8 C.Y. Tuesday, Thursday (Dept. of Public Works) 1 Front load - Refuse 8 C.Y. Monday, Friday 3 5600 Post Road (Recreation Center) Vinnies Barn 1 1 1 Front Load Recycling 8 yd. MWF Front Load – Refuse Front Load – Refuse 10 C.Y. 8 C.Y. Mon., Wed. & Fri. Mon., Wed. & Fri. 1 Front Load - Refuse 6 C.Y. Tuesday, Thursday 4 5620 Dublinshire Drive (North Pool) 1 Front load - Recycling 6 C.Y. Monday 1 Front load – Refuse 6 C.Y. Mon., Wed. & Fri. 5 6363 Woerner-Temple (South Pool) 1 Front load – Recycling 6 C.Y. Monday 1 Front load - Refuse 6 C.Y. Mon., Wed. & Fri. 6 6350 Woerner-Temple (Ballebtrae Park Lot) 1 Roll-off - Refuse 40 C.Y One Delivery, Pull and Pickup per Year 57468975746897.1 7 6259 Cosgray Road (Darree Fields) 1 1 Front load – Refuse Front load – Recycling 8 C.Y. 8 C.Y. Monday, Friday Monday, Friday 8 5600 Post Road (Rec Center Theater) 2 Roll-off - Refuse 40 C.Y. 3 Times a Summer 9 Red Trabue Park (Parking Lot) 2 Roll-off - Refuse 40 C.Y. 1 Pull and Pickup per Year 10 7401 Avery Road (Avery Park) 1 1 Front load – Refuse Front load - Recycling 8 C.Y. 8 C.Y. Mon., Tue., Wed., Thu., & Fri. Tuesday, Thursday 11 7377 Riverside Drive (Scioto Park) 1 3 Front load – Refuse Roll-off - Refuse 8 C.Y. 40 C.Y. Mon. & Fri., Spring-Fall Monday, Winter Pull and Pickup per Year 12 6565 Commerce Parkway (Justice Center) 1 6 Front load - Refuse Waste wheelers - Recycling 8 C.Y. 96 gallon Tuesday, Friday Tuesday 13 4040 Wyandotte Wood Blvd (Emerald Fields) 1 1 Front Load - Refuse Front load - Recycling 8 C.Y. 8 C.Y. Monday, Friday Tuesday, Thursday 14 Kaltenbach 5985 Cara Rd. 1 Front load – Refuse 4 C.Y. Monday, Friday 15 5555 Perimeter Dr. 1 2 Front load – Refuse Front load – Recycling 4 C.Y. 95 gallon 1x/week 1x/week 16 5200 Emerald Parkway 0 (Trash and recycling is hauled to Vinnies Barn by Dublin Maintenance Staff.) The Contractor shall collect all Solid Waste and Recyclable Materials deposited in the collection containers provided by the Contractor as indicated above unless additional collections are necessary in the discretion of the City, at no additional charge to the City. The number, sizes and locations of the collection containers are subject to change in the discretion of the City upon written notice to the Contractor. In addition, the Contractor shall provide open top roll-off containers of up to forty (40) yards capacity for Solid Waste and Recyclable Materials at no charge upon request of the City for special events including: Irish Festival: (8) - 40 C.Y. refuse roll-offs, 1 pull per roll-off at end of day Fri., Sat. and Sun. (4) - 30 or 40 C.Y. recycle roll-offs, 1 pull per roll-off at end of day Fri., Sat. and Sun. (size to be determined by the City of Dublin) (2) - 8 or 10 C.Y. recycle front load dumpsters, 1 pull per dumpster at end of day Fri., Sat. and Sun. (size to be determined by the City of Dublin) Fourth of July: (1) - 40 C.Y. refuse roll-off, 1 pull at end of event when called. (1) - 40 C.Y. recycle roll-off, 1 pull at end of event when called. Household Hazardous Waste: (5) - 30 C.Y. refuse roll-offs, 1 pull for each. River Clean-up: (1) - 40 C.Y. refuse roll-off, 1 pull. 57468975746897.1 Citywide Cleanup: (8) - 30 C.Y. refuse roll-offs, (6) - 8 C.Y. recycle front load dumpsters, and (7) - 30 C.Y. yard waste roll-offs, 1 pull for each. The Contractor will provide open top roll-off containers of up to thirty (30) yards capacity and Collection Services for two (2) additional special events per year at the discretion of the City. The Contractor shall provide open top roll-off containers and Collection Services for the minor remodeling of any Municipal Facility, up to five (5) pulls per year. Additional pulls may be requested at the price, if any, indicated on the Bid Form. 6363 Woerner Temple (South Pool) – Both containers are delivered on April 1st and removed on September 30th each year. 57468975746897.1 57468975746897.1 57468975746897.1 57468975746897.1 EXHIBIT F Insurance Coverage Requirements (please attach proof of insurance coverage consistent with below requirements) Coverage Minimum limits of liability, terms and coverage Commercial General Liability $1,000,000 bodily injury and property damage each occurrence, including advertising and personal injury, products and completed operations $2,000,000 products/completed operations annual aggregate $2,000,000 general annual aggregate Auto Liability Insurance $1,000,000 each person, bodily injury and property damage, including owned, non-owned and hired auto liability ISO Form CA 9948, or a substitute form providing equivalent coverage, is required Employer’s Liability $1,000,000 bodily injury by accident, each accident $1,000,000 bodily injury by disease, each employee $1,000,000 bodily injury by disease, policy aggregate Umbrella/Excess Liability $5,000,000 each occurrence and annual aggregate Underlying coverage shall include General Liability, Auto Liability, and Employers Liability Pollution Legal Liability $1,000,000 per claim $1,000,000 annual aggregate covering damages or liability arising or resulting from Contractor’s services rendered, or which should have been rendered, pursuant to this Contract Property Contractor shall purchase and maintain property insurance covering machinery, equipment, mobile equipment, and tools used or owned by Contractor in the performance of services hereunder. The Participating Community shall in no circumstance be responsible or liable for the loss or damage to, or disappearance of, any machinery, equipment, mobile equipment and tools used or owned by Contactor in the performance of services hereunder. 57468975746897.1 57468975746897.1 57468975746897.1 57468975746897.1 57468975746897.1 57468975746897.1 57468975746897.1 57468975746897.1 57468975746897.1 57468975746897.1 LET’S WORK TOGETHER Addressing the Labor Shortage in Solid Waste Collection Services Labor Shortage in Solid Waste Collection Services 2 COLLABORATION IS KEY TO ADDRESSING THE CURRENT LABOR SHORTAGE The Problem The hiring and retention of drivers and helpers to provide solid waste and recycling collection services is both a historical and growing challenge for public sector and private sector service providers. The scope of the challenge has been exacerbated by the COVID-19 pandemic, which is making it very difficult for some employers, particularly in Florida, to attract drivers or helpers to meet customer service needs and contractual obligations. Causes Truck driver shortages have been well documented1 due to the strong economy and increased demand for trucking services caused in part by the substantial growth in online shopping and home delivery services. Additional causes include the aging workforce and more stringent driver requirements at the federal level. The COVID-19 pandemic has had substantial impacts on solid waste collection and has made it difficult for some companies and agencies to maintain service levels due to: ȍ Increased residential waste and recyclables tonnages; ȍ COVID illnesses, school closures, and the lack of affordable child-care options that require employees to stay at home. These impacts are being experienced by many other service industries, including the restaurant industry 2; ȍ Extended unemployment benefits and stimulus checks that provide disincentives for workers to return to the workforce. Consequences Both public and private sector collection service providers are facing increased difficulty hiring and retaining collection truck drivers and helpers. Some waste and recycling collection service providers are having difficulty providing services at pre-COVID-19 service levels. SWANA Research SWANA’s Applied Research Foundation (ARF) published a report on this topic in February 2020 – “Recruiting Personnel for Solid Waste Collection Services”. This report addressed the pre-COVID driver shortage issue faced by waste and recycling collection service providers.3 1 American Trucking Association, Truck Driver Shortage Analysis 2019 (July 2019). 2 Anderson, B. “As Diners Return, Restaurants Face a New Hurdle: Finding Workers”, New York Times, April 9, 2021; Hetrick, C., “Unemployment Remains High, Yet Many Businesses Say They Can’t Find Enough Workers”, Philadelphia Inquirer, May 5, 2021. 3 SWANA members can download the report “Recruiting Personnel for Solid Waste Collection Services” free of charge from SWANA’s website. Miami-Dade County Department of Solid Waste Management Labor Shortage in Solid Waste Collection Services 3 SWANA recently conducted a survey of its ARF Collection Research Group subscribers4 regarding COVID-19’s impact on their ability to provide collection services and found that: ȍ Some public agencies have temporarily cut back on the delivery of certain services such as bulky waste pickup and yard waste collection; ȍ Some have found it challenging to fill helper positions while driver recruitment continues to be a challenge as it was before COVID-19; ȍ Public agencies are using overtime pay, premium pay, outside contractors, temporary staff hires, and temporary staffing agencies to address labor shortages. The Spring 2021 driver and helper shortages that are causing disruptions in the delivery of waste and recycling collection services in some communities are not the result of poor planning or management.5 SWANA suggests the following solutions to the current labor shortage in waste and recycling collection: Short-Term Solutions Service providers and the communities they serve should work collaboratively to develop flexible solutions to this issue through the end of the COVID-19 pandemic, including: •Temporarily reducing the collection service frequency for recycling and yard waste collection; •Temporarily suspending the curbside collection of yard waste and/or bulky waste; •Expanded use of temporary workers and aggressive outreach to potential employees, including via social media. Long-Term Solutions •Solid waste collection employers should consider increasing compensation for driver and helper positions to make them more attractive to potential applicants; •Solid waste collection employers should promote industry jobs as providing recession resistant, long-term career opportunities; •Communities that contract for waste and recycling collection services may have to renegotiate their contracts to reflect wage increases associated with driver and helper positions or reductions in service levels needed to minimize budget impacts; •Collection fee increases and/or increases to public sector budgets may be needed to cover these additional costs; •Agencies and haulers should consider utilizing automated collection trucks where feasible to reduce workforce helper demands and improve worker safety. 4 The ARF Collection Research Group includes the following local governments: Charlotte, NC; Durham, NC; Tucson, AZ; Phoenix, AZ; Clearwater, FL; Miami-Dade County, FL; and Pensacola, FL. 5 Manch, R. “Waste Pro turning to employment agencies for help filling positions, but it’s not that simple”, Fox4 News Southwest Florida, April 15, 2021. Miami-Dade County Department of Solid Waste Management Solid Waste Association of North America 1100 Wayne Ave Suite 650 Silver Spring, MD 20910 SWANA.org