The Summit/Akron Solid Waste Management, doing business as ReWorks (“ReWorks”) invites all interested contractors (such contractors being hereafter referred to as the “Contractor”) that meet the specifications and qualifications contained in this Request for Proposal (the “RFP”) to submit proposals to provide for the collection, transportation, and recycling of single stream recyclables from commercial participants located within Summit County, Ohio (the “Participants”). Participants can include, but are not limited to, businesses, churches, schools, restaurants, and offices. For the purposes of this RFP, the collection, transportation, and recycling of the materials described above shall be referred to as the “Services,” and the program for the recycling of these materials shall be referred to as the “Commercial Single Stream Recycling Program” or “Program.” All proposals will be reviewed considering the best interest of ReWorks. ReWorks reserve the right to reject any and all proposals.
ReWorks’ continued implementation of the Commercial Single Stream Recycling Program is contingent upon ReWorks’ determination, at its sole discretion, that the following minimum conditions have been met:
(i) ReWorks has identified a Contractor that meets all the requirements contained in this RFP (the “Selected Contractor”); and
(ii) The Board of Trustees of ReWorks has allocated and appropriated funds to implement the Commercial Single Stream Recycling Program; and
(iii) Final approval by the Board of Trustees of ReWorks has been received for (a) implementation of the Commercial Single Stream Recycling Program and (b) selection of the Selected Contractor; and
(iv) ReWorks and the Selected Contractor enter into an agreement for the provision of Services by the Selected Contractor whose terms are acceptable to ReWorks and approved by the Board of Trustees of ReWorks.
All proposals must be submitted to ReWorks on or before 2:00 p.m., EST, on Friday, January 29, 2021 (the “Deadline”). Reworks will open the proposals received at 2:10 p.m. EST, on Friday, January 29, 2021 via WebEx. The proposals will be opened during a virtual meeting. Contractors interested in viewing the proposal opening should email [email protected] by 1:45pm on January 29, 2021 to receive a link to the meeting. The date and time indicated on the email from Contractor with the proposal attached will serve as the timestamp for receipt.
Proposals shall be emailed to: Marcie Kress, Executive Director
ReWorks
Subject: [Contractor] 2021 ReWorks Commercial Single Stream Proposal
Questions regarding this RFP shall be directed to 330-374-0383 or [email protected] NOTE: ReWorks assumes no responsibility for ReWorks’ failure to send this RFP to all
interested organizations or companies. Interested parties may obtain copies of this RFP by contacting Marcie Kress at [email protected] or by visiting
SECTION 1. Proposal Instructions and Conditions 1. Submission of Proposal
1.1.1. Contractors are cautioned that ReWorks will not accept proposals after the closing time and date. In order to be given consideration on this request, contractors must submit their proposals by 2:00 p.m. EST on January 29, 2021. Contractors are responsible for ensuring that proposals are received via email prior to the deadline. Proposals received after the deadline will not be considered. ReWorks reserves the right to reject any proposal that does not meet the proposal requirements and specifications described in this RFP.
1.1.2. Proposal Timeline
Issuance of RFP by ReWorks January 21, 2021 Proposal due date January 29, 2021 Oral presentation of proposals
(OPTIONAL) TBD
Contract Award March 9, 2021 Site Visits of Participants (if needed) Apr-May 2021 Service Begins May 1, 2021
1.1.3. Proposals may be withdrawn up to 2:00 pm EST on January 29, 2021 by email request only, to Marcie Kress, Executive Director.
1.2 Expenses
Any expenses incurred for the development of proposals and answering the questions put forth by ReWorks are entirely the responsibility of the Contractor and shall not be chargeable, in any manner, to ReWorks.
1.3. Basis for Rejection of Proposal
ReWorks reserves the right, at its sole discretion, to accept or reject any or all parts of any proposal that is submitted in order to best meet ReWorks’ goals and needs. Cost may not be the sole determining factor in the Contractor selection process.
1.3.1 Proposals submitted that do not follow the format on Attachment A can be rejected.
SECTION 2. Proposal Evaluation
ReWorks reserves the right to consider other criteria that may be relevant to the selection process. Upon request of ReWorks, Contractors may be asked to make a 25-30-minute oral presentation on their Proposals. ReWorks will evaluate the following:
2.1. Qualifications and experience of Contractor;
2.2. Plan to provide services stated in Section 7 of the RFP (including service container description, material accepted, method for handling contamination, non-recyclable material, proof or recycling list, audit process);
2.3. Service Fees proposed to deliver services being requested; 2.4. Revenue Sharing;
2.5. Proof of Recycling/Facility list;
2.5.1. A letter from the operator of the MRF (on letterhead) that states acceptable items that are recycled & not taken to a landfill for road or beneficial cover;
2.6. Quality and overall clarity and organization and completeness of the proposal; and 2.7. (Optional) Other initiatives of the Contractor that further the goals of ReWorks’ mission
of zero waste and environmental stewardship will receive favorable review. These initiatives can include but are not limited to, the use of alternate fuels, energy efficiency efforts, and zero waste related projects.
2.8. Positive review by three (3) references from most recent customers receiving similar services as stated in this RFP.
SECTION 3. Program Description
ReWorks has branded the Program as the “Commercial Single Stream Recycling
Program.” The goal of the Program is to increase diversion of single stream recyclables from the landfill by providing a collection and recycling service for Summit County
locations such as businesses, churches, schools, restaurants, etc. that are underserved for this type of activity. Single stream recycling allows Participants to put all recyclable materials into one collection container.
Participants must be located within Summit County. Participants must generate, at a minimum, one full 95-96-gallon cart of single stream recyclables on a weekly basis. Exceptions may be made based on mutual agreement of ReWorks and the Selected Contractor.
Participants collect single stream recyclables and place the material into designated containers (the “Service Containers”) for a contractor to empty and haul to a facility to be sorted and recycled.
The Program is free to the Participant as Services are paid for through ReWorks’ general fund.
This Program is not intended to service single-family households, provide residential curbside collection or operate as a recycling drop off open to the public.
SECTION 4. Historic Data
Implemented in June 2010, ReWorks’ Program has grown from one Participant to more than one hundred. The estimated annual tonnage collected from ReWorks’ participants is about 130 tons of single stream recyclables that included plastic bottles & jugs, metal food & beverage containers, fiber (paper, newspaper, magazines) & minor cardboard. Currently, approximately eighty (80) Participants are receiving the ReWorks funded Services. A list of current Participants’ addresses, Service Container type and quantity and service frequency can be found on Exhibit 1. ReWorks anticipates current Participants will remain on the program.
Future participants added to the single stream program will include a minimum of one and no more than four 95-96 gallon carts for each participant.
Current Service Containers are 95-96 gallon carts.
Participants in the Program will be limited to and located within Summit County, Ohio. ReWorks reserve the right to add and remove Participants during the term of the proposed agreement.
In June 2019, ReWorks and their Contractor performed an onsite audit at the Contractor’s Material Recovery Facility of the single stream material collected through this Program. The material was collected from 39 sites or approximately half of the participants. It resulted in a collection of 1,680# of single stream material with a contamination rate of 8.7%.
SECTION 5. Proposal Format
All Contractors must submit in the format of Attachment A (a fillable PDF) their proposal for ReWorks review, marked as the electronic copy. One (1) complete soft (electronic) copy of the proposal in PDF format shall be submitted via email to
[email protected] by Friday, January 29, 2021. The subject line should indicate “ReWorks Commercial Single Stream Proposal”. The narrative should include not more than 4 pages. Attachments and exhibits do not count toward the 4-page limit. Proposals must follow the format provided in Attachment A titled “Commercial Single Stream Recycling Proposal Format,” as summarized below:
Commercial Single Stream Recycling Program RFP Format – See Attachment A Section 1 Company Background and Experience, 1 page summary (see Section 6) Section 2 Service Description-Scope of Services to be Delivered (See Section 7)
2.1 Service Container Description 2.2 Type of Materials Accepted
2.2a Explanation of Recoverable Plastics 2.2b Explanation of Recoverable Glass
2.2c Explanation of Recoverable Metal Containers 2.2d Explanation of Recoverable Fiber
2.3 Method of Identifying/Managing Contamination, Non-Recyclable Material 2.4 Auditing
Section 3 Proof of Recycling/Facility List Section 4 Revenue Sharing
Section 5 Service Fees (see Attachment B) Section 6 Business References (see Section 13)
Section 7 Insurance (see Section 16) (see Attachment C) Section 8 Non-Collusion Affidavit (Section 17)
Section 9 Additional Information (Optional) Section 10 Submit a Vendor Invoice Sample
SECTION 6. Company Background and Experience
6.1. Contractor must provide a brief narrative (no more than 1 page, one sided) of the Contractor’s proposed services and other pertinent information necessary to allow ReWorks to evaluate the Contractor’s qualifications, financial and business stability, and ability to support the commitments set forth in response to this RFP.
6.2. Include a brief narrative on the Contractor’s experience in providing services for commercial single stream recycling projects or other related programs.
SECTION 7. Service Description –Scope of Services to be Delivered
7.1. Compliance with Law
The performance of the Selected Contractor’s Services and all activities related to the Selected Contractor’s provision of Services shall be in full compliance with all applicable federal, state and local laws, rules, regulations, orders and/or directives.
7.2. Service Schedule
7.2.1. At a minimum, all Participants’ sites shall be serviced weekly. However, the Selected Contractor shall adjust servicing of any Participant’s site as determined by ReWorks if the need arises for a more frequent servicing schedule. (Only based on fees/service)
7.2.2. Participants with seasonal schedules (schools, summer camps, swim clubs, etc.) will have Service temporarily suspended for the time they are closed. Contractor may charge a weekly rental fee for only those Service Containers remaining at a Participant’s site on temporary suspended Service for beyond (3 mo) 10 consecutive weeks on temporary. The fee can be provided on Attachment B.
7.3. Service Containers Description
7.3.1. The Selected Contractor shall provide, at a minimum, 95-96 gallon carts, However, ReWorks will consider any suggestions on other containers such as rolling carts or cubic yard boxes.
7.3.2. Service Containers must be uniform in color and design and display only logos and/or wording acceptable to ReWorks. In addition, Service Containers must be labeled with “Recycling Only” or “Single Stream,” or similar language, and clearly marked on the sides of each Service Container. ReWorks reserve the right to place promotional stickers or signs on the Service Containers. Contractors must provide a description and photograph of the Service Container(s) on Attachment A.
7.3.3. All maintenance on the Service Containers shall be the responsibility of the Selected Contractor.
7.4. Type of Materials Accepted
7.4.1. Contractor will provide a list of acceptable materials for the Program to be included in Section 2 of Attachment A. The materials provided on this list shall not include materials that are sorted at the designated Material Recover Facility (MRF) and taken to a landfill or transfer station for disposal. This list of accepted materials will need to be updated every 6 months and sent to ReWorks.
7.4.2. The Contractor will provide a written explanation of how each acceptable material is handled after it leaves the designated MRF.
7.4.3. ReWorks will educate and encourage Participants to place loose (i.e. not bagged) recyclables into Service Containers, but will not require it to be loose. Therefore, some recyclables may be bagged in clear or colored bags (no black bags).
7.5. Contamination and Non-Recyclable Material
7.5.1. ReWorks provides education and promotional materials to all Participants in effort to minimize contamination.
7.5.2. ReWorks and the Selected Contractor may mutually agree to remove a Participant from the Program if the site has a history of low quantities of recyclables or high contamination (more than 10%)
7.6. Proof of Recycling/Facility List
7.6.1. The Selected Contractor, upon request of ReWorks, must provide written documentation that all materials collected from Participants have been properly and lawfully recycled and/or otherwise disposed of in accordance with all applicable laws. No recyclable materials collected at the Participants’ sites shall
be disposed by any other method other than to a licensed, permitted and/or otherwise lawfully authorized recycling processing, marketing, brokering, or material use facility. Any materials collected from the Participants’ sites which have been contaminated with non-recyclable materials shall be handled, transported and disposed of in accordance with all applicable laws, including, but not limited to, all environmental laws. Upon ReWorks’ request, the Selected Contractor must show written documentation and proof of recycling (e.g., Dump Ticket, Scale Ticket, proof of delivery, etc.). The Selected Contractor shall notify ReWorks in writing at least thirty (30) days prior to the change of any vendors or MRFs utilized by the Selected Contractor, and such notification shall contain documentation of the new vendor’s/MRF’s licenses, permits, and/or other authorizations for lawful operation. If the Selected Contractor transports recyclable materials to a transfer station, the Selected Contractor must provide ReWorks with written documentation of the final MRF location.
7.7. Auditing
7.7.1. The Selected Contracted shall allow two (2) ReWorks staff to audit material received from participants on a yearly basis, which is processed at their facility. This shall include, but not limited to:
i. The designated truck from ReWorks’ route will be dumped on the transfer side aside from other collected material.
ii. The designated truck will be weighed on the scale & have a full weight & empty weight to confirm the weight of the material in the truck prior to sorting.
iii. A weight ticket will be provided by Contractor.
1. Contractor will provide the following information on all materials from non-participating ReWorks Participants included in the weight of the designated truck.
a. Number of 95-96 gallon carts emptied into the truck
b. Contractor will provide employees to sort through material & separate by classifications to be determined by ReWorks and Contractor on the day of the audit (eg, plastics, glass, metals, paper, contamination etc.)
c. At least two (2) ReWorks employees will be present at audit d. Sorted materials will be separated & placed in carts for visual
inspection by ReWorks, or a third-party vendor selected by Reworks, for audit purposes.
e. Contractor will separate and weigh materials by classification for data purposes & weight tickets will be given to Reworks
f. ReWorks can photograph all material collected and sorted through this audit. ReWorks will record data during this audit
SECTION 8. Summary of General Responsibilities
8.1. General Responsibilities of the Selected Contractor. The Selected Contractor shall complete the following as part of the Services to be delivered under agreement with ReWorks:
8.1.1. Meet with each Participant and ReWorks and conduct a site visit to determine that Participant’s Service needs (as needed);
8.1.2. Provide Service Container(s) to each Participant for the final collection of recyclable materials;
8.1.3. Perform necessary maintenance on Service Containers; 8.1.4. Process, market, and recycle materials collected;
8.1.5. Establish service day for each Participant;
8.1.6. Submit weekly report that includes (i) total number of Service Containers out and serviced (ii) Service issues (blocked container, gate closed, etc.)
8.1.7. Submit monthly report that includes: (i) at a minimum, the information identified in Section 12 of this RFP, and (ii) invoices for Services completed during that month. 8.2. General Responsibilities of Participant. ReWorks will attempt to obtain the following from each Participant:
8.2.1. Meet with the Selected Contractor and ReWorks and conduct a site visit to determine the Participant’s Service needs;
8.2.2. Generate enough single stream recyclables to fill a minimum of one (1) Service Container (95-96 gallon carts) per week;
8.2.3. Establish a method to get recyclables into the Service Container(s) at the Participant’s collection point where the Selected Contractor picks up the materials. 8.2.4. Assist ReWorks in setting up training of Participant personnel on Program
procedures; and
8.2.5. Post and utilize all Program promotional material to maximize quantity and quality of recyclables collected and minimize contamination (10% or less).
8.3. General Responsibilities of ReWorks.
8.3.1. Recruit new Participants. [NOTE: The Selected Contractor shall not recruit new participants for Program]
8.3.3. Provide the Selected Contractor with the addresses and Service Container quantity per Participant;
8.3.4. Act as liaison between Participant and Selected Contractor;
8.3.5. Assist the Participant in training of personnel on Program procedures; 8.3.6. Provide all promotional materials for each Participant; and
8.3.7. Fund Services for Participants.
SECTION 9. Service Fee Structure
9.1. The Selected Contractor’s fees for Services provided under the Program are to be all-inclusive expenses that include, but are not limited to, the cost of labor, fuel, supplies, containers, transportation, administration, processing and marketing of materials. No additional costs or fees will be considered or paid. Details of the fee structure for the Program are listed below and are to be provided as Attachment B
titled “Service Fees.”
9.2. Services provided by the Selected Contractor for the Commercial Single Stream Recycling Program shall be based on a monthly fee. In other words, a monthly fee is charged for weekly service to have the Participant’s Service Containers emptied. 9.3. Contractors shall provide service fees for Service Containers that include 95-96
gallon carts
9.4. Contractors may charge a weekly rental fee for Service Containers remaining at a Participant’s site on temporary suspended Service for beyond 10 consecutive weeks.
9.5. Contractors may charge a Service Container replacement fee if a 95-96 gallon cart is stolen or lost due to negligence of the Participant.
9.6. The Selected Contractor may charge a fee each time that ReWorks requests The Selected Contractor to move the Container beyond a Participant’s Site boundary or each time that ReWorks requests to move cart(s)located at a Site. There shall be no fee for initial delivery of Service Containers nor a removal fee of Service Containers when Participant no longer participates in the Program.
SECTION 10. Reporting & Invoicing
10.1. The Selected Contractor shall submit to ReWorks a monthly report as well as monthly invoice. Invoices shall not be paid unless accompanied by the monthly report. The monthly report shall be due in conjunction with monthly invoice to ReWorks no later than fifteen (15) days after the end of each month. Required information on the monthly report shall include at a minimum, the following:
10.1.1. The type and quantity of Service Containers provided for each Participant; 10.1.2. The number of services received per Participant during the month;
10.1.3. If applicable, a brief explanation of circumstances preventing the Contractor from completing a service due to the actions or fault of the Participant (i.e. dumpster blocked by car, carts not outside, gate locked, etc.)
10.1.4. The total pounds/tons collected from all Participants during the applicable month. Contractors must provide the formula or conversion used to estimate the weight. (reported in total weight, not broken out by material);
10.1.5. The day of the week that the Service Container(s) is serviced for each Participant’s site;
10.1.6. Written documentation of proof of recycling in accordance with the requirements of
Section 10 of this RFP (upon request of ReWorks); and
10.2. The Selected Contractor shall submit to ReWorks a weekly report. The weekly report shall be due to ReWorks the Monday following prior service week. Required information on the weekly report shall include at a minimum, the following
i. Total number of Service Containers out and serviced
ii. Service issues (e.g., vehicle blocking cart, snow pile blocked cart, damaged cart)
10.2.2. Contractor must provide an explanation on how contamination will be identified and managed when servicing Participants. Include the method of rejection and/or the level of contamination/non-recyclable material tolerance in Section 2 of Attachment A
10.3. Any additional information as requested by ReWorks.
SECTION 11. Revenue Sharing
11.1. Contractor must provide a proposal on opportunities for the Contractor and ReWorks to share revenue granted from the recyclables collected during the Commercial Single Stream Recycling Program. Provide a narrative and/or sample equation on how revenue sharing will be calculated for billing purposes. Contractor should submit their most attractive and favorable plan for revenue sharing.
SECTION 12. Fuel Charge Adjustment Parameter
http://www.eia.gov/dnav/pet/hist/LeafHandler.ashx?n=PET&s=EMD_EPD2D_PTE _R20_DPG&f=M
12.2. According to US Energy Information Administration (website above) the “US On-highway Diesel Fuel Price” average monthly rate in December 2020 for Midwest No. 2 Retail Diesel was $2.514 per gallon. For the purposes of the RFP, ReWorks is using $2.514 per gallon as a Base Diesel Fuel Price (“Base”). Contractors should submit services costs using this “Base.”
12.3. Over the term of the contract, including the two one-year options to renew, only if the average monthly cost of Midwest No. 2 Retail Diesel fuel, according to the US Energy Information Administration, rises above $4.00 per gallon will ReWorks allow a fuel charge adjustment to the service cost. The fuel charge adjusted service cost will apply to the month being invoiced. The adjustment shall be in effect for the entire calendar month. In other words, the Current Diesel Fuel Price (“Current”) from December would apply to December’s service costs. The following formula demonstrates how the fuel charge adjustment for service costs per container is calculated.
NOTE: The Current Diesel Fuel Price (“Current”) shall be the monthly average “Midwest No. 2 Retail Diesel.”
12.4. Sample Calculation Table
SECTION 13. Business References
13.1. The Contractor must submit three (3) business references consisting of current or previous customers of similar scope and value to the Services identified in this RFP. Include the names, addresses, telephone numbers, e-mail addresses, and verified current contact persons for each of the three (3) business references.
SECTION 14. Contract Term
14.1. The proposed term for the Commercial Single Stream Recycling Program contract is two (2) years (“Contract Term”). ReWorks may, at its sole discretion and option, renew the Contract Term for two (2) additional one (1) year terms (for a total term not to exceed four (4) years). The Contract Term is subject to allocation and appropriation of funds to implement the Commercial Single Stream “Current” minus “Base” = “Difference”
“Difference” multiplied by ten percent(10%) = Per container price increase-rounded to the nearest cent
Example: $4.10 (Current) - $2.461 (Base) = $1.639 (Difference) x 10% = $0.1639 Proposal Per Monthly Service Fee for 95-96 gallon cart: $10.00
Recycling Program and to receipt of final approval by the Board of Trustees of ReWorks for implementation of the Program.
14.2. A sample agreement is provided as Attachment D “Sample Agreement.” This Sample Agreement is provided for review and reference purposes only. Final Agreement/Contract with the selected firm may differ from the Sample Agreement.
SECTION 15. General Terms and Conditions
15.1. Proposal Conditions
15.1.1. All Contractor proposals must conform to the RFP service descriptions and Contractor responsibilities. Any and all deviation must be clearly detailed and defined.
15.1.2. By submitting a proposal, the Contractor will be held accountable for having informed himself/herself as to the conditions under which the proposals will be accomplished and the contents of all applicable proposal documents and regulations.
15.1.3. There will be no incidental charges for services.
15.1.4. Only those Contractor proposals which are submitted on the required forms enclosed with the proposal documents will be considered. Notations to or deletions from proposal forms will render the proposal unacceptable. ReWorks reserves the right to waive minor irregularities in any bid proposal.
15.1.5. All copies and contents of any proposal, attachment and explanations thereto, submitted in response to this RFP shall become the property of ReWorks and subject to review by the public under Ohio’s public records law. ReWorks reserves the right to use, at its discretion, and in any manner it deems appropriate, any concept, idea, technique or suggestion contained therein, except to the extent described in the next sentence. All copyrighted material must be clearly marked.
15.2. Terms
15.2.1. ReWorks reserves the right, at its sole discretion, to negotiate any provision contained in proposals submitted pursuant to this RFP, to refuse to negotiate, and/or to otherwise abide by the terms provided in the proposal.
15.2.2. It is understood and agreed between the Contractor and Reworks that any written agreement entered into between the Selected Contractor and
ReWorks, its continuation or any renewal or extension thereof, is dependent upon and subject to the allocation or appropriation of funds for the Program. 15.3. Assignment
15.3.1. Any written agreement entered into as a result of this RFP may not be assigned in whole or in part, without the written consent of ReWorks, in its sole discretion.
15.4. Independent Contractor Relationship
15.4.1. The Selected Contractor is, and shall perform the Services and work related to this RFP as, an independent contractor, and as such, shall have and maintain complete control over all of its employees, agents and operations. Neither the Contractor nor anyone employed by it shall represent, act, and/or purport to act or be deemed to be the agent, representative, employee or servant of ReWorks.
15.4.2. The Selected Contractor shall conduct all Services and work related to this RFP in accordance with all applicable laws and regulations and shall be required to obtain and keep in full force and effect throughout the performance of Services and work related to this RFP all permits, licenses, and insurance that may be required by ReWorks, all local authorities, the State of Ohio, and the federal government. Failure to comply with any of these items is grounds for immediate cancellation of any agreement between the Selected Contractor and ReWorks.
SECTION 16. Insurance Requirements
16.1. Evidence of Insurance.
The Proposer shall submit to ReWorks with the Selected Proposer’s written proposal to provide Commercial Single Stream Program services, valid certificates evidencing the insurance policies and coverages required of the Selected Proposer and all subcontractors pursuant to the Section 7 of the attached sample agreement, original copies of the policies and all endorsements to any such policies.
SECTION 17. Non-Collusion Affidavit
17.1 The Selected Contractor shall not be in collusion with any other entity for bidding purposes for this proposal. A signed affidavit must accompany bid.
SECTION 18. General Information
18.1. ReWorks is an Equal Opportunity Employer and does not discriminate against Contractors due to their race, color, marital status, religion, age, sex, national origin, handicap, creed or sexual orientation.
18.2. ReWorks strongly encourages Women-Owned Contractors, Minority-Owned Contractors and community-based organizations to submit qualifications and proposals. “Women-Owned Contractors” shall mean those Contractors that are at least fifty-one percent (51%) owned and controlled by women. “Minority-Owned Contractors” shall mean those Contractors that are at least fifty-one percent (51%) owned and controlled by Minority Persons. “Minority Persons” shall mean any ethnic person who is a resident of the United States or its territories, including Asians/Pacific Islanders, persons of African descent, Hispanics and Native Americans/Alaskan natives.
18.3. All responses to this RFP received by ReWorks shall remain valid for one hundred eighty (180) days from the date of submittal of the response.
18.4. In the event that it becomes necessary to revise any part of this RFP, ReWorks shall provide an addendum to all Contractors who have received a copy of this RFP from ReWorks.
18.5. ReWorks shall not be liable for any costs incurred by the Contractor prior to entering into an agreement for the performance of Services.
18.6. The Selected Contractor will be required to assume responsibility and liability for all the services offered in the Selected Contractor’s proposal, whether or not such services are directly performed by the Selected Contractor. Further, the Selected Contractor will be the designated point of contact for ReWorks with regard to contract matters.
18.7. News releases pertaining to this RFP, the services described in this RFP, and/or any projects to which this RFP relates, may not be made without obtaining prior written approval by ReWorks.
18.8. Any contract entered into with ReWorks will require the Selected Contractor to comply with all applicable Federal, State and Local laws, regulations and any applicable requirements thereunder.
18.9. ReWorks reserves the right, at its sole discretion, to reject all proposals submitted in response to this RFP and/or to terminate contract negotiations at any time prior to the execution of a contract.
Attachment A
Commercial Single Stream Recycling Proposal Format
General Information
Company Name:
Phone Number:Mailing Address:
Email:City, State Zip:
Contact Person/Title:
Page 4 of 4
Name of Material Recovery Facility
Address
Section 4 - Revenue Sharing
(reference RFP Section 11)Section 5 – Service Fee Structure
(reference RFP Section 9 & Attachment B)Section 6 – Business References-
(reference RFP Section 12)Section 7 – Insurance-Provide as a separate sheet-
(reference RFP Section 16)
Section 8
--
Non Collusion Affidavit-Provide as a separate sheet
-(reference RFPSection 17)
Section 9 - (Optional) Additional Information
(reference RFP 2.7): Other initiatives of the Contactor that further the goals of ReWorks’ mission of zero waste and environmental stewardship or additional information not otherwise addressed in the RFP formatCompany Name
Contact Person
Phone
Contractor:
Service Container Description
Fee/Month (with weekly service)Fee/ Addt'l Service (as requested)
Totes
One 95/96 gallon carts
Two 95/96 gallon carts
Three 95/96 gallon carts
Four 95/96 gallon carts
Other
Other______________________
Other______________________
Weekly Rental
Fee
1. FEE PER MONTH
2. WEEKLY RENTAL FEE-
only for participants on temporarily suspended service beyond 10 consecutive weeks (see RFP Section 9.4)Service Container Description
3. REPLACMENT FEE PER TOTE (see RFP Section 9.5)
4. SERVICE CONTAINER CHANGE FEE (see RFP Section 9.6)
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE ADDL INSD SUBR
WVD POLICY NUMBER (MM/DD/YYYY) POLICY EFF
POLICY EXP
(MM/DD/YYYY) LIMITS
A X COMMERCIAL GENERAL LIABILITY X X TRV-1234-16 01/01/2021 01/01/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY X PRO- LOC
JECT OTHER:
PRODUCTS - COMP/OP AGG $ 2,000,000 $
A AUTOMOBILE LIABILITY X X TRV-1234-16 01/01/2021 01/01/2022 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000
X ANY AUTO BODILY INJURY (Per person) $
OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULE D AUTOS NON-OWNED AUTOS ONLY
BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS-MADE
X X UMB-9876-01 01/01/2021 01/01/2022 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000
DED RETENTION $ $
B WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) If yes, describe under
DESCRIPTION OF OPERATIONS below
N / A
X FID-5678-16 01/01/2021 01/01/2022 X PER
STATUTE OTH- ER
E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
ReWorks and its board members, officers, members, representatives, agents and employees are included as an Additional Insureds on the General Liability, Auto Liability and Excess/Umbrella policies with respect to liability arising out of the Named Insured’s services. General Liability, Auto Liability and Workers’ Compensation coverages are primary and non-contributory to any insurance or self-insurance of ReWorks. A Waiver of Subrogation in favor of ReWorks is included on the General Liability, Auto Liability, Workers’ Compensation and Excess/Umbrella Liability policies.
© 1988-2015 ACORD CORPORATION. All rights reserved. ReWorks
2711 W. Market St. Unit# 13620 Fairlawn, OH 44333
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
Joe Smith
CERTIFICATE HOLDER CANCELLATION
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER Any Agent 123 Main Street Akron, OH 44310 CONTACT NAME: PHONE
(A/C, No, Ext): FAX (A/C, No): E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Travelers Property Casualty Company of America 25674 INSURED
ABC Company 1234 Oak Street Akron, OH 44310
INSURER B : Fidelity and Guaranty Insurance Company 35386 INSURER C : Zurich American Insurance Company 16535 INSURER D :
INSURER E : INSURER F :
and between THE SUMMIT/AKRON SOLID WASTE MANAGEMENT AUTHORITY dba ReWorks, a regional solid waste management authority organized under Chapter 343 of the Ohio Revised Code, with its principal place of business located at 2711 W. Market St., Unit# 13620, Fairlawn, Ohio, 44333 (“ReWorks”), and [CONTRACTOR], with its principal place of business located at [ADDRESS] (“[CONTRACTOR]”). ReWorks and [CONTRACTOR] hereinafter shall be referred to collectively as the “Parties.”
In consideration of the mutual covenants and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereby agree as follows:
1. [CONTRACTOR]’s Services
(a) Effective May 1, 2021,[CONTRACTOR] shall provide services to ReWorks as described and in accordance with the requirements set forth in this Agreement, ReWorks’ Commercial Single Stream Recycling Program (the “Program”) Request for Proposal dated [DATE] (the “RFP”), and [CONTRACTOR]’s proposal for services dated [DATE] (the “Proposal”). The RFP is attached hereto as Exhibit A and incorporated by reference as if fully stated herein. The Proposal is attached hereto as Exhibit B and incorporated by reference as if fully stated herein.
(b) [CONTRACTOR] agrees to pick up the recyclable materials listed in Section 2 of the Proposal and Section 7.4 of the RFP (which materials are referred to herein as the “Recyclables”), to provide the services described in this Agreement, and to charge the fees for such services to ReWorks as set forth in this Agreement and the Proposal. [CONTRACTOR] shall pick up Recyclables at the Program sites designated by ReWorks on Exhibit C attached hereto (individually “Site” and collectively “Sites”), which designation, and correspondingly Exhibit C attached hereto, may be amended by ReWorks from time to time in its sole discretion by delivery to [CONTRACTOR] of an amended Exhibit C to this Agreement. Exhibit C is hereby incorporated by reference as if fully stated herein. Without limiting the generality of the foregoing, [CONTRACTOR] agrees to undertake the following tasks as part of its services under this Agreement:
(1) [CONTRACTOR] will provide all of the equipment, including, at a minimum, the containers described in Attachment B of the Proposal for deposit of Recyclables by the Program participants (“Containers”), personnel and facilities to carry out its responsibilities pursuant to this Agreement.
(2) The Containers shall be uniform in color and design, and display only logos and/or wording acceptable to ReWorks. Containers must be labeled
Page 2
[CONTRACTOR]’s employees, directors, volunteers, agents, representatives and/or assignees pursuant to this Agreement will be done in accordance with all applicable local, State and Federal regulations, in addition to the requirements set forth in the RFP.
(4) Upon pick-up of Recyclables in connection with this Agreement, [CONTRACTOR] will assume ownership of all such Recyclables and will process the Recyclables according to the procedures and requirements set forth in this Agreement and the RFP.
(5) [CONTRACTOR] assumes all responsibility for any waste generated by its recycling operations associated with this Agreement. As part of this responsibility, [CONTRACTOR] will ensure proper identification, handling, storage, treatment, transportation and disposal for all wastes generated from its recycling operations in accordance with all applicable local, State and Federal laws and regulations.
(6) [CONTRACTOR] shall provide Program services to the Sites in accordance with the schedule set forth in Exhibit C. With the exception of the circumstances set forth in (i) and (ii), below, [CONTRACTOR] agrees that if it fails to collect Recyclables within such period, it will deduct one hundred percent (100%) of the fee that it would otherwise charge for that pick up, from the invoice covering the time period in which the failure occurred.
(i) If a Site is inaccessible due to weather conditions and [CONTRACTOR] notifies ReWorks of the inaccessibility of the site within twenty- four (24) hours of its first attempt to collect at that Site, and [CONTRACTOR] then services the Site on the next regularly scheduled service day, then [CONTRACTOR] may invoice ReWorks for one service visit per Site at the rate set forth by the Fee Structure Table.
(ii) If a Site is inaccessible because [CONTRACTOR] is blocked from accessing the Container due to the actions of a Participant or the Participant does not place the Container out for pick up, [CONTRACTOR] shall notify ReWorks within twenty-four (24) hours of its first attempt to collect at that Site. If ReWorks desires that [CONTRACTOR] attempt to service the Site again, ReWorks will notify [CONTRACTOR] of service desired and [CONTRACTOR] will provide service within forty-eight (48) hours of notification. Under
(8) [CONTRACTOR] shall transport all Recyclables collected from the Sites to the facility identified in the Proposal (hereinafter referred to as the “Recycling Facility”), in accordance with applicable Federal, State and local laws and regulations.
(9) [CONTRACTOR] will designate a representative to serve as [CONTRACTOR]’s point of contact for communications between itself and ReWorks.
(10) [CONTRACTOR] acknowledges and agrees that the Program involves the presence of [CONTRACTOR]’s employees, subcontractors, and independent contractors on the premises of the Program’s Participants, which include, at a minimum, schools, churches, and private businesses. [CONTRACTOR] agrees that it will conduct local, state and national criminal background checks on all employees, subcontractors, and independent contractors who will be assigned to the Program, and further agrees that it will not assign to the Program any employees, subcontractors, and independent contractors for whom such background check reveals the presence of outstanding arrest warrants, felony convictions, and/or a presence on any registered sex offender list. [CONTRACTOR] further acknowledges and agrees that it will only assign such of its employees, subcontractors, and independent contractors to the Program for whom a background check reveals no outstanding arrest warrants, felony convictions, and/or presence on any registered sex offender list.
(11) While conducting services under this Agreement, if [CONTRACTOR] discovers any Contraband from any of the Program Sites, the [CONTRACTOR] employee who discovers such Contraband shall immediately complete the following: (i) identify the Site where he/she believes the Contraband originated, and the basis for such belief, (ii) contact his/her direct supervisor at [CONTRACTOR], for the [CONTRACTOR] supervisor to secure the Contraband and to notify local law enforcement authorities, the Program representative for the Site, and ReWorks, (iii) prepare a written summary detailing the circumstances of discovery of the Contraband, the activities undertaken by the [CONTRACTOR] employee and his/her supervisor pursuant to this subsection, and confirmation that local law enforcement authorities have been contacted (i.e., the name of the law enforcement authority and officer contacted and a summary of the report provided to the authority/officer);
Page 6
(12) [CONTRACTOR] will monitor whether any materials other than Recyclables have been deposited in any Container at the Sites. [CONTRACTOR] shall use reasonable efforts consistent with industry practices to reject those Containers which contain more than ten percent (10%) of non-Recyclables per Container or containing any hazardous waste or hazardous substance (“Contamination”). In the event that [CONTRACTOR] suspects Contamination in a Container, [CONTRACTOR] will notify ReWorks pursuant to the process identified in Section 2 of the Proposal. In the event that there is Contamination, and at ReWorks’ sole discretion, ReWorks may remove a Participant from the Sites serviced by [CONTRACTOR].
(13) It is understood between the Parties that the Recycling Facility listed in the Proposal may reject recycling loads due to Contamination. If a load is rejected due to such Contamination, [CONTRACTOR] at its option shall dispose of the load and/or any such non-Recyclables in accordance with all applicable Federal, State and local laws and regulations at a facility authorized by law to accept such load and/or non-Recyclables, or return such load to the applicable Program Participant. With the exception the circumstances identified by section (i), below, any rejected load disposed of by [CONTRACTOR] shall be disposed of at [CONTRACTOR]’s sole cost and expense.
(i) [CONTRACTOR] may invoice ReWorks for the disposal of such rejected load only in the event that [CONTRACTOR] provides ReWorks with documentation that the rejected load was obtained solely from the Participants’ Sites listed on Exhibit C.
(14) In addition, [CONTRACTOR] shall be required to include all information pertaining to any such loads and/or non-Recyclables in its Monthly Report and Invoice, and which must include, at a minimum, the specific reason for rejection of each rejected load and/or non-Recyclables, and the name and location of the facility at which the rejected load and/or non- Recyclables was disposed.
(15) The Selected Contractor shall notify ReWorks in writing at least thirty (30) days prior to the change of any vendors or MRFs utilized by the Selected Contractor, and such notification shall contain documentation of the new vendor’s/MRF’s licenses, permits, and/or other authorizations for lawful operation. If the Selected Contractor transports recyclable materials to a transfer station, the Selected Contractor must provide ReWorks with written documentation of the final MRF location.[CONTRACTOR] cannot accept any hazardous wastes or hazardous substances, as defined in and/or
the RFP or in connection with any work under the RFP and the Proposal. Upon execution of this Agreement, [CONTRACTOR] shall provide an affidavit to ReWorks signed by an officer of the [CONTRACTOR] certifying [CONTRACTORS] with this representation and covenant. (17) [CONTRACTOR] shall use best efforts to cooperate with the preceding and
succeeding contractors for the Program, the RFP and the Proposal to ensure a timely and uninterrupted transition between active contractors for the Program. [CONTRACTOR] agrees to participate in joint planning meetings with ReWorks and any preceding and succeeding contractors for the Program.
2. Compensation.
(a) Unless fees are discounted pursuant to Section 1(b)(5) of this Agreement, ReWorks shall pay [CONTRACTOR] a service fee for each time that [CONTRACTOR] services a Site in accordance with the fee structure table (the “Fee Structure Table”) set forth in Exhibit D attached hereto. As described further in the Fee Structure Table, the service fee paid to [CONTRACTOR] for each Site shall vary depending on the type and quantity of Container(s) located at each Site.
(b) The amount of service fees due shall be reported to ReWorks on a monthly report and invoice from [CONTRACTOR] (the “Monthly Report and Invoice”). Invoices shall not be paid by ReWorks unless accompanied by the Monthly Report referenced in Section 3 of this Agreement.
(c) With the exception of an additional fuel surcharge as set forth by Section 2(g) of this Agreement, [CONTRACTOR]’s fees for services performed shall be all-inclusive and include, not are not limited to, the cost of labor, fuel, supplies, containers, transportation, administration, processing and marketing of materials.
(d) [CONTRACTOR] may charge a replacement fee per 95/96 gallon cart only in the event that a 95/96 gallon cart is stolen or lost due to the negligence of a Participant (the “Replacement Fee”) in the amount set forth in the Fee Structure Table.
Page 8
[CONTRACTOR] to both change the type or size of a Container and to move the new Container beyond a Participant’s Site boundary at the same time, [CONTRACTOR] shall charge the Change Fee only once.
(f) With the exception of the Replacement Fee and the Change Fee, there shall be no fee charged to Reworks when [CONTRACTOR] delivers or removes any
Container(s) from the Sites.
(g) Fuel Surcharge. In addition to the fees sets forth in Section 2, [CONTRACTOR] may invoice ReWorks for an additional fuel surcharge. However, such fuel surcharge may only be added under the circumstances set forth in Section 12 of the RFP and then only in accordance with the terms provided in Section 12 of the RFP.
3. Reporting.
(a) [CONTRACTOR] shall provide to ReWorks each month a Monthly Report and Invoice and Weekly Report which identifies, at a minimum, the information included at Section 11 (Reporting) of the RFP. Each Monthly Report and Invoice shall be submitted to ReWorks not later than fifteen (15) business days after the end of each calendar month. Each Weekly Report is due the Monday following the prior service week.
(b) Upon request by ReWorks, [CONTRACTOR] shall provide to ReWorks documentation of proof of recycling of Recyclables and/or proof of disposal of Non-Recyclables, as set forth in Section 10 of the RFP.
(c) [CONTRACTOR] shall notify ReWorks in writing at least thirty (30) days prior to the change of any vendor or Material Recovery Facility (“MRF”) from the facility identified by [CONTRACTOR] in Section of the Proposal. This notification shall contain documentation of the new vendor or MRF licenses, permits, and/or other authorizations for lawful operation. If [CONTRACTOR] chooses to transport the Recyclables to a transfer station, [CONTRACTOR] must provide ReWorks with written documentation of the final MRF location of the Recyclables.
4. Term of Agreement; Termination Provisions.
(a) [CONTRACTOR] shall commence services on [DATE]. Unless renewed by the Parties or terminated earlier in accordance with Section 4 of this Agreement, this Agreement shall terminate on [DATE} (the “Termination Date”).
(b) Notwithstanding the foregoing, ReWorks may, in writing, extend the Termination Date for two individual, additional one-year periods; provided however that such extensions shall be, in each instance, made in the sole discretion of ReWorks.
Agreement, for services performed by [CONTRACTOR] up to (but not including) the date of notice of termination. In addition, upon receipt of a notice of termination under the foregoing circumstances, [CONTRACTOR] shall collect Recyclables and remove its containers from all Sites immediately before the effective date of termination. No later than twenty-four (24) hours prior to the container(s) at each Site being removed, [CONTRACTOR] shall notify ReWorks so that ReWorks can make arrangements to notify the participants that the Sites are no longer available for collection of Recyclables.
(d) Either party shall have the right to terminate this Agreement at any time upon twenty (20) days’ prior written notice in the event that the other party fails to comply with its obligations under this Agreement and such failure continues for a period of ten (10) days after receipt of such written notice which identifies and details the alleged noncompliance. In any such event of termination and upon such termination, [CONTRACTOR] shall submit a final invoice to ReWorks for material picked up from the date of the last invoice to the effective date of termination of the Agreement, and ReWorks shall be responsible for payment for Recyclables picked up to, but not including, the effective date of termination, in accordance with Section 2 of this Agreement. Prior to the effective date of termination under this subsection 4(c), [CONTRACTOR] shall be responsible for collecting Recyclables and removing its containers from the Sites, all in accordance with the applicable provisions at subsection 4(b) above.
(e) Upon any termination of this Agreement by [CONTRACTOR] or ReWorks prior to the Termination Date, [CONTRACTOR] agrees to provide to ReWorks, in the format provided for in Section 3 of this Agreement, the Monthly Report and Invoice, with information regarding the Recyclables collected and recycled. This provision shall survive any termination of this Agreement.
5. Nature of Relationship. The Parties hereby acknowledge and agree that [CONTRACTOR] is an independent contractor and that no employment relationship shall exist between ReWorks and [CONTRACTOR]. Throughout the entire term of this Agreement, including any extensions thereof, [CONTRACTOR] shall obtain and keep in force all permits, licenses and insurance that may be required by ReWorks, the State of Ohio and/or the Federal government.
6. Indemnification.
(a) [CONTRACTOR] agrees to indemnify and defend ReWorks, its employees, directors, trustees, volunteers, appointed officials, agents and representatives (collectively referred to hereafter as the “Indemnified Parties”) and hold the Indemnified Parties harmless from and against any and all violations, fines, liabilities, damages, claims, costs and expenses incurred (“Losses”) on the part of any of the Indemnified Parties arising out of or in any way related to any action taken or omitted to be taken by [CONTRACTOR] in connection with this
Page 10
7. Insurance Requirements.
(a) [CONTRACTOR] and any Subcontractor engaged by [CONTRACTOR] must have no less than the following insurance limits. All insurance purchased shall be placed and maintained with insurance companies rated at least equal to the AM Best’s Rating of A-, financial size of VIII, licensed to do business in Ohio; and, where commercially feasible, shall be admitted to do business in Ohio; and shall include or otherwise be endorsed to include a provision requiring the giving of written notice to ReWorks, and to any other person(s) or party(ies) reasonably designated by ReWorks, at least thirty (30) days prior to the cancellation, non-renewal and/or material modification of any such policies as evidenced by return receipt of United States certified mail; notwithstanding the forgoing, notice by [CONTRACTOR] to ReWorks will satisfy this requirement.
(b) Commercial General Liability, including contractual liability, coverage as respects independent contractors, operating mobile equipment, products and completed operations, explosion, collapse and underground hazards.
$3,000,000 Each occurrence, Bodily Injury and Property Damage $3,000,000 Personal Injury and Advertising Injury
$3,000,000 General Aggregate
$3,000,000 Products/Completed Operations Aggregate
(c) Ohio Worker's Compensation Insurance – Statutory Limits (self-insurance is permitted, provided [CONTRACTOR] submits proof of excess Workers’ Compensation insurance on the evidence of insurance issued pursuant to Section 7(k) of this Agreement.)
(d) Employers Liability (Stop Gap)
$1,000,000 Each accident Bodily Injury by accident, each accident $1,000,000 Each employee Bodily Injury by disease, each employee $1,000,000 Policy Aggregate, Bodily Injury by disease
(e) Commercial Auto Liability
$3,000,000 Combined Single Limit, Bodily Injury and Property Damage
The Commercial General Liability Insurance limit, Employers Liability Insurance Limit and Auto Liability Insurance limit requirements may be satisfied by the purchase and maintenance of any combination of primary, excess and/or Umbrella insurance.
(f) Property Insurance. [CONTRACTOR] shall purchase and maintain property insurance on all personal property (machinery, equipment, materials, mobile equipment, trailers and tools) used or owned by [CONTRACTOR] on-site or otherwise in conjunction with performance under the Agreement. ReWorks shall have no responsibility for loss or damage to [CONTRACTOR]’s personal property. [CONTRACTOR] also agrees to require all tiers of Subcontractors to insure any and all property used or owned by Subcontractor in the performance under the Agreement.
(g) Subcontractor Insurance. [CONTRACTOR] shall not subcontract any part of its Services under this Agreement without assuming absolute responsibility for requiring each of its subcontractors to purchase and maintain the same types of insurance with substantially the same terms, conditions, and limits of liability as required herein of [CONTRACTOR]. Failure of [CONTRACTOR] or any of its subcontractors to maintain insurance during the term of this Agreement and for a minimum of three (3) years after the termination or expiration of this Agreement, and/or any extension(s) thereof, shall be deemed a material breach of this Agreement allowing ReWorks to terminate this Agreement or to provide insurance at [CONTRACTOR]’s sole expense, in neither case, however, shall [CONTRACTOR]’s liability be lessened. If ReWorks purchases such insurance the cost thereof shall be borne by [CONTRACTOR].
(h) Primary Insurance. The insurance coverage to be purchased and maintained by [CONTRACTOR] and its subcontractor(s) as required herein shall be primary to any insurance, self-insurance, or self-funding arrangement maintained by ReWorks which shall not contribute therewith, and there shall be severability of interests under the insurance policies required herein for all coverage provided under said insurance policies and otherwise provide cross liability coverage. All of [CONTRACTOR]’s liability insurance with respect to which a person or entity is required to be an Additional Insured pursuant to this Agreement shall exhaust prior to the exhaustion, erosion, or application of any insurance or self-insurance maintained by the persons or entities who are Additional Insureds pursuant to this Agreement, and [CONTRACTOR] shall take all measures, whether by endorsement or rider to the policy(ies) or otherwise, to ensure its policy(ies) will operate accordingly, including, if needed to satisfy this requirement, an amendment to the Excess Umbrella policy’s(ies’) Other Insurance provision.
(i) Additional Insureds. ReWorks and its board members, officers, members, representatives, agents, and employees shall be named as additional insureds on [CONTRACTOR]’s Commercial General Liability policy, Automobile policy, and Excess/Umbrella Liability. The extent of the additional insured coverage afforded ReWorks and its board members, officers, representatives, agents and employees shall be no less broad than that provided under ISO Form CG 20 26 11/85 (or the combination of CG 20 10 10/01 and CG 20 37 10/01) for General Liability and Umbrella/Excess Liability, ISO Form CA 20 48 10/13 for Auto
Page 12
(j) Termination. All insurance required of [CONTRACTOR] under this Agreement shall be effective and protect against liabilities asserted against [CONTRACTOR] and/or ReWorks irrespective of when or where such claim is asserted or whether this Agreement is terminated or otherwise expires.
(k) Evidence of Insurance. [CONTRACTOR] shall attach to this Agreement, and subsequent to Agreement commencement upon written request from ReWorks, [CONTRACTOR] shall provide one or more insurance certificates evidencing insurance required hereunder. [CONTRACTOR] shall submit to ReWorks within ten (10) Calendar Days after ReWorks’ notice of Contract award and prior to the Date Services begin, certificates of insurance evidencing the effectiveness of the insurance policies required by this Agreement, along with copies of all endorsements required herein.
At any time during the term of this Agreement and annually (measured from the Date Services begin) for a period of three (3) years, [CONTRACTOR] shall promptly provide certificates of insurance to ReWorks evidencing the effectiveness of the insurance coverage required pursuant to the Agreement no less frequently than upon the renewal of any insurance coverage required by this Agreement, and upon request complete copies of the policies including all endorsements to such policies.
ReWorks’ review, receipt, and/or acceptance of any insurance policy purchased and maintained by [CONTRACTOR] or its Subcontractor(s), or a certificate of insurance evidencing such insurance, shall not constitute nor be deemed to constitute ReWorks’ approval of such insurance or ReWorks’ agreement that such insurance satisfies the insurance requirements set forth in this Agreement.
(l) Claims Made. To the extent any insurance purchased by [CONTRACTOR] is issued on a claims-made basis, such policy shall either (i) be renewed annually for a period of not fewer than three (3) years following completion with substantially the same terms and conditions or (ii) include an extended reporting period endorsement option providing continuing coverage under such policy for not fewer than three (3) years after the date of termination of the policy period in which a claim may be made under the policy respecting the [CONTRACTOR]’s performance of services.
(m) No Limitation. By requiring insurance herein, ReWorks does not represent that coverage and limits will necessarily be adequate to protect [CONTRACTOR] or any recycling vendor, and such coverage and limits shall not be deemed as a limitation on [CONTRACTOR]’s liability under the indemnities granted to ReWorks in this agreement.
(n) Notice of Occurrence. Upon [CONTRACTOR]’s knowledge of any actual or alleged occurrence, event, or third-party claim(s) which may result in or give rise to a claim against, liability imposed upon, or loss suffered by [CONTRACTOR] or any of its Subcontractors which may exceed Ten Thousand Dollars ($10,000), [CONTRACTOR] shall (i) immediately provide ReWorks with written notice of such occurrence, event or third-party claim(s) with
(o) Deductibles. [CONTRACTOR] and each of its Subcontractors shall be responsible for the payment of any and all deductibles or retentions under the policy or policies of insurance purchased and maintained by each pursuant to this Contract.
(p) Waiver of Subrogation. Notwithstanding anything to the contrary contained herein, Contractor and ReWorks on behalf of themselves and their respective employees, board members, officers, directors, elected or appointed officials, administrators, members, representatives, and agents, hereby expressly waive all rights of recovery against each other, and their insurer's(s') rights of subrogation, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained or required to be obtained (whichever is broader) pursuant to this Agreement. Contractor and all parties Contractor engages relative to the Agreement shall require of their respective Subcontractors by appropriate agreements, written where legally required for validity, similar waivers each in favor of the other parties enumerated herein. The policies shall provide such waivers by endorsement or otherwise. A waiver of right of recovery or subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged.
(o) Third Party Over. In any and all claims against ReWorks, the indemnification obligations of [CONTRACTOR] in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefits payable by or for [CONTRACTOR] under Workers' Compensation Acts, disability benefits or other employee benefit acts. As between ReWorks and [CONTRACTOR], [CONTRACTOR] waives its immunities under Ohio Revised Code Chapter 4125, Article 2 of the Ohio Constitution or any similar Workers’ Compensation statutory immunity for purposes of conforming the indemnity obligations of this Agreement. [CONTRACTOR] shall require of its respective Subcontractors, by appropriate agreements, written where legally required for validity, similar waivers each in favor of the other parties enumerated herein.
8. Miscellaneous.
1. Entire Agreement. This Agreement, including the RFP, the Proposal and the additional Exhibits which are all incorporated by reference, constitutes the entire agreement and understanding of the Parties hereto with regard to the subject matter contained herein and supersedes all prior agreements and understandings between the Parties dealing with such subject matter, whether written or oral.
Page 14
benefit of the Parties hereto and their respective legal representatives, successors and assigns. This Agreement shall not be assigned without the prior written consent of the Parties, with the exception that either party may assign this Agreement in whole or in part, to a parent, subsidiary or affiliate so long as [CONTRACTOR] provides written notice of such assignment to ReWorks at least thirty (30) days prior to the assignment, and further that [CONTRACTOR] may assign any transportation obligations under this Agreement provided that the following conditions are met: (1) [CONTRACTOR] remains liable for compliance with this Agreement by any such subcontractor and (2) [CONTRACTOR] provides written notice of such assignment to ReWorks at least thirty (30) days prior to the assignment.
4. Amendment/Waiver. The Parties hereto, by mutual agreement in writing, may amend, modify and supplement this Agreement. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision nor in any way affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every provision hereof. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.
5. Severability. The invalidity or unenforceability of any particular word, phrase, sentence, paragraph or provision of this Agreement shall not affect the other words, phrases, sentences, paragraphs or provisions hereof. This Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and the remainder construed so as to give them meaningful and valid effect. It is the intention of the Parties that if any particular provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, the provision shall have the meaning which renders it valid.
6. Construction. This Agreement shall be construed in accordance with its terms and no rule of strict construction shall apply nor shall any rule that ambiguities herein be construed against the drafting party apply.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of law.
8. Promotion. ReWorks reserves the right, at its sole discretion, to promote the Program to the public through means it deems appropriate. These means may include but are not limited to: newspaper, television, radio, internet website or direct mail. ReWorks is hereby authorized by [CONTRACTOR] to use [CONTRACTOR]’s name or logo provided that ReWorks’ promotion content is first approved in writing by [CONTRACTOR], which approval shall not be unreasonably withheld. Any promotion by these means will be solely the responsibility of ReWorks. [CONTRACTOR] shall not use ReWorks’ name, logo or likeness in any way without the prior written consent of ReWorks.
practicable, be remedied with all reasonable dispatch. Force Majeure shall include, but not be limited to, any acts of God, labor strikes, significant weather events, floods, tornados, changes in law and earthquakes.
10. Exclusive Remedies. The rights and remedies set forth in this Agreement are cumulative and not exclusive of any other rights and remedies under this Agreement or otherwise now or subsequently available at law or in equity.
11. Title, risk and liability to the Recyclables shall pass to [CONTRACTOR] upon receipt of the Recyclables, and title, risk and liability to all other materials shall remain with the applicable Program Participant. This paragraph shall survive the expiration and/or termination of this Agreement.
The Parties have executed this Agreement as of the date first set forth above.
THE SUMMIT/AKRON SOLID WASTE MANAGEMENT AUTHORITY (DBA REWORKS) By: _ Marcie E. Kress Executive Director [CONTRACTOR]. By: _ Its:
Page 16
