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2013 Waste Tire RecoveryAGREEMENT BETWEEN THE CITY OF SALINA, KANSAS and RESOURCE MANAGEMENT CO., INC. for Waste Tire Recovery This Agreement is entered into April 1 2013 by and between the City of Salina, Kansas, (the "City") and Resource Management Co., Inc. (the "Contractor "). Recitals A. The City desires to contract for waste tire recovery services for the purpose of maintaining in compliance with federal, state, and local regulations. B. The Contractor has the requisite qualifications and experience to perform the services needed by the City and desires to perform those services pursuant to the terms of this Agreement. The parties, in consideration of the mutual promises set forth in this Agreement, agree and covenant: 1. Definitions. Capitalized words used in this Agreement shall have the following meanings: "Agreement" means this Agreement for waste' tire recovery services, as amended and supplemented from time to time. "City" means the City of Salina, Kansas. "Contractor" means Resource Management Co., Inc. and its successors. 2. Exhibits. The following Exhibits are attached to and made a part of this Agreement (Mark with "X" if applicable): Exhibit A: Responsibilities of the Parties Exhibit B:Term; Schedule Exhibit C: Basis of Payment Exhibit D: Insurance Requirements 3. Responsibilities of the Parties. The parties agree to perform the responsibilities outlined in the attached and incorporated Exhibit A. 4. Term; Schedule. The Contractor agrees to perform its responsibilities during the term and according Contractor Services (2013- 01 -23) to the timeframe and schedule described in Exhibit B, subject to the potential for prior termination pursuant to the terms of this Agreement. 5. Payment. The City shall pay the Contractor for the performance of its responsibilities pursuant to this Agreement as set forth in Exhibit C. 6. Insurance Requirements. 6.1. Types and Amount of Coverage. The Contractor agrees to obtain insurance coverage as specified in Exhibit D, attached hereto, and shall not make any material modification or change from these specifications without the prior approval of the City. If the Contractor subcontracts any of its obligations under this Agreement, the Contractor shall require each such subcontractor to obtain insurance coverage as specified in Exhibit D. Failure of the Contractor or its subcontractors to comply with these requirements shall not be construed as a waiver of these requirements or provisions and shall not relieve the Contractor of liability. 6.2. Rating. All insurance policies shall be issued by insurance companies rated no less than A- VII in the most recent "Bests" insurance guide, and licensed in the State of Kansas. Except as otherwise specified in Exhibit D, all such policies shall be in such form and contain such provisions as are generally considered standard for the type of insurance involved. 6.3. Certificate of Insurance. Following the execution of this Agreement and prior to the commencement of any work hereunder, the Contractor shall provide the City with a certificate of insurance listing the City as the Certificate Holder and evidencing compliance with the insurance requirements in this Agreement. The City reserves the right to require complete certified copies of all insurance policies procured by the Contractor pursuant to this Agreement, including any and all endorsements affecting the coverage required hereunder. 7. Injury to Persons or Damage to Property. The Contractor acknowledges responsibility for any injury to person(s) or damage to property caused by its employees or agents in the performance of its duties under this Agreement and shall immediately notify the City's Risk Management Department at (785) 309 -5705 in the event of such injury to person(s) or damage to property. 8. Indemnification. To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the City, its agents, representatives, officers, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees and court costs) attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property, including loss of use resulting therefrom, to the extent that such claims, damages, losses, and expenses relate to, arise out of, or are alleged to have resulted from the negligent acts, errors, mistakes, omissions, or defective work or services of the Contractor, its employees, agents, or any tier of subcontractors in the performance of this Agreement. 9. Voluntary Termination. Either party may terminate this Agreement, with or without cause, upon 10 days advance written notice to the other party. In the event of such termination, the Contractor shall be compensated for such services as have been satisfactorily performed through the date of termination, but no compensation shall be earned after the effective date of the termination. Within five (5) days of any such termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other material prepared by the Contractor pursuant to this Agreement shall be delivered to the City. Notwithstanding the above, the Contractor shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of this Agreement by the Contractor, and the City may withhold any payments to the Contractor for the purposes of set -off until such time as the exact amount of damages due the City from the Contractor may be determined. 10. Default. If either party fails to comply with any term of this Agreement within 10 days after written notice to comply has been mailed by the non - defaulting parry to the defaulting party, such failure shall be deemed an immediate breach of this Agreement ("Event of Default "). 11. Remedies. Upon the occurrence of an Event of Default, the non - defaulting party shall have the following rights and remedies, in addition to any other rights and remedies provided under this Agreement or by law: 11.1 Termination. The non - defaulting party shall have the right to terminate this Agreement or terminate the defaulting party's rights under this Agreement. 11.2 Other Remedies. The non - defaulting party may pursue any available remedy at law or in equity (including specific performance) by suit, action, 2 mandamus or other proceeding to enforce and compel the performance of the duties and obligations set forth in this Agreement, to enforce or preserve any other rights or interests of the non - defaulting party under this Agreement or otherwise existing at law or in equity and to recover any damages incurred by the non - defaulting party resulting from such Event of Default. 12. Non - Assignable. Due to the unique qualifications and capabilities of the Contractor, neither the rights nor responsibilities provided for under this Agreement shall be assignable by either party, either in whole or in part. 13. Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized, prepaid, commercial courier or overnight air courier service. Notice shall be considered given when received on the date appearing on the return receipt, but if the receipt is not returned within five (5) days, then three (3) days after mailed, if sent by registered or certified mail or commercial courier service; or the next business day, if sent by overnight air courier service. Notices shall be addressed as appears below for each party, provided that if any party gives notice of a change of name or address, notices to the giver of that notice shall thereafter be given as demanded in that notice. CITY: City Clerk P.O. Box 736 Salina, KS 67402 -0736 CONTRACTOR: Resource Management Co., Inc. 25656 160 Road Brownell, KS 67521 14. Retention and Insnection of Records. The Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. The Contractor shall allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to, or arising under, this Agreement. The Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 15. Non - appropriation. The City is subject to Kansas budget and cash basis laws, and operates on a calendar fiscal year. In the event that this Agreement involves financial obligations spanning multiple fiscal years for the City, it is subject to annual appropriation by the City's governing body for future fiscal years. If the City's governing body does not appropriate the funds necessary to fulfill the City's financial obligations pursuant to this Agreement, the City shall so notify the other parties to this Agreement and this Agreement shall be null and void for purposes of the fiscal year(s) affected by the decision of the governing body not to appropriate. 16. Relationship. It is expressly understood that Contractor in performing services under this Agreement, does so as an independent contractor. The City shall neither have nor exercise any control or direction over the methods by which Contractor performs its services hereunder. The sole interest and responsibility of the City is to see that the services covered by this Agreement are performed and rendered in a competent, efficient, and satisfactory manner. Contractor shall be exclusively responsible for all taxes, withholding payments, employment -based benefits, deferred compensation plans, including but not limited to its workers compensation and social security obligations, and the filing of all necessary documents, forms, or returns pertinent to the foregoing. 17. Subcontracting. Contractor shall not subcontract any work or services under this Agreement without the City's prior written consent. 18. Compliance with Applicable Law. Contractor shall comply with all applicable federal, state, and local law in the performance of this Agreement. 19. Equal Opportunity. (a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the Contractor and its subcontractors, if any, agree that: (l) The Contractor shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under this Contract because of race, sex, religion, age, color, national origin, ancestry or disability; (2) The Contractor shall include in all solicitations, or advertisements for employees, the phrase "equal opportunity employer," or a similar phrase to be approved by the city's human relations director; (3) If the Contractor fails to comply with the manner in which the Contractor reports to the Kansas human rights commission in accordance with the provisions of K.S.A. 44 -1031 and amendments thereto, the Contactor shall be deemed to have breached this Contract and it may be canceled, terminated or suspended, in whole or in part, by the City; (4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final, the Contactor shall be deemed to have breached this Contract and it may be canceled, terminated or suspended, in whole or in part, by the City; (5) The Contractor shall not discriminate against any employee or applicant for employment in the performance of this Contract because of race, sex, sexual orientation, gender identity, religion, age, color, national origin, ancestry or disability; and (6) The Contractor shall include similar provisions in any subcontract under this Contract. (b) The provisions of this section shall not apply to this Contract if the Contractor: (1) Employs fewer than four employees during the term of this Contract; or (2) Contracts with the City for cumulatively $5,000 or less during the City's calendar fiscal year. 20. Administration of Agreement All references in this Agreement requiring the City's participation or approval shall mean the participation or approval of the City Manager, unless otherwise provided herein. 21. Attorney Fees. If any suit or action is instituted by either party hereunder, including all appeals, the prevailing party in such suit or action shall be entitled to recover reasonable attorney fees and expenses from the non - prevailing party, in addition to any other amounts to which it may be entitled. 22. Right to Independent Legal Advice. The Contractor understands and acknowledges the right to have this Agreement reviewed by legal counsel of the Contractor's choice. 23. Applicable Law; Venue. This Agreement and its validity, construction and performance shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be in the Saline County, Kansas District Court. 24. Interpretation. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any party. 25. Time. Time is of the essence of this Agreement. No extension will be granted unless in writing and signed by the parties. Should the end of a time period fall on a legal holiday that termination time shall extend to 5:00 p.m. of the next full business day. 26. Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. 27. Authority and Consent to Transaction. Each party represents to the other that the person executing this Agreement has full and legal authority to bind such party to the terms of this Agreement, and that the execution and delivery of this Agreement have been duly and validly authorized by the governing body of each party. 28. Persons Bound. This Agreement shall extend to and bind the heirs, executors, administrators, trustees, successors and authorized assigns (if assignment is allowed under paragraph 12 of the Agreement) of the parties hereto. 29. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, or in multiple originals, and all such counterparts or originals shall for all purposes constitute one agreement. 30. Amendments. Neither this Agreement nor any of its terms may be changed or modified, waived, or terminated except by an instrument in writing signed by an authorized representative of the party against whom the enforcement of the change, waiver, or termination is sought. 31. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this Agreement, or to exercise any right or remedy consequent to a breach thereof, shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 32. Conflict Resolution. No interpretation of this Agreement shall be allowed to find the City has agreed to binding arbitration. 33. No Third Party Beneficiaries. Solely the parties to this Agreement shall have rights and may make claims under this Agreement. There are no intended third party beneficiaries under this Agreement, and no third parties shall have any rights or make any claims hereunder. 34. Typewritten or Handwritten Provisions. Typewritten or handwritten provisions inserted or attached shall supersede all conflicting printed provisions. 35. Feminine - Masculine, Singular- Plural. Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all genders. 36. Headings. The headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the interpretation of any provision hereof. 37. Merger Clause. These terms are intended by the parties as a complete, conclusive and final expression of all the conditions of their Agreement. No other promises, statements, warranties, agreements or understandings, oral or written, made before or at the signing thereof, shall be binding unless in writing and signed by all parties and attached hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives. CITY OF WINA, BI Attest: Y �" Lieu Ann Elsey, CMC, City rk Form: al ou Resource Management Co.. Inc. By: t `tom TI.tJIA& -T�C &A"f ( (name) ^�l� (title) EXHIBIT A RESPONSIBILITIES OF THE PARTIES City's Responsibility. The City shall provide the Contractor access to an area of sufficient size for the location of stored tires. The City shall deposit waste car /truck/equipment tires delivered to the landfill on the ground in the designated area. Independent Contractor. It is expressly understood that the Contractor in performing services under this Agreement, does so as an independent contractor in its performance of waste car /truck/equipment tire recovery at the Salina MSWLF. As an independent Contractor: (a) Shall provide all labor and equipment necessary for the waste car/ truck/equipment tire recovery. (b) Shall not interfere at any time with operation of the Salina MSWLF and insure a clean and smooth surface before leaving. Scope of Contract: On a monthly schedule or upon request by the City, the Contractor agrees to load and remove the tires during the working hours that the landfill is open to the public, or as otherwise directed by the City. A -1 r EXHIBIT B TERM;SCHEDULE Contract Timeframe. This contract shall be effective from April 1, 2013 to March 31, 2015. This contract shall terminate on March 31, 2015, unless terminated by either party during this term, by giving a sixty -day (60 -day) written notice to the other party I: EXHIBIT C BASIS OF PAYMENT 1. Compensation. The Contractor desires to engage in waste car /truck/equipment tire recovery at the Salina MSWLF and expressly agrees to pay the Contractor for removal of waste tires as follows $.89 per passenger car /light truck tire (up to 16.0) $4.00 per truck tire (up to 11 -24.5) $8.00 per truck/equipment tire (up to 18.4) $15.00 per heavy equipment tire (18.4 to 20.0) $60.00 per heavy equipment tire (23.5 to 30.5) 2. Invoices. The Contractor agrees to submit to the City an invoice including the date each load of tires were recovered and identify how many tires for each of the above categories were recovered. The invoice will be mailed to City of Salina Landfill PO Box 736 Salina, KS 67402 -0736 3. Payment. The City shall pay the Contractor for each invoice within 14 days after the receiving the invoice. C -1 EXHIBIT D INSURANCE REQUIREMENTS (Construction Services) Pursuant to Section 6 of the Agreement, the Contractor shall obtain, pay for, and maintain — and shall require each of its authorized subcontractors to obtain and maintain — for the duration of the Agreement, policies of insurance meeting the following requirements: 1. General Requirements. A. Additional Insured. With the exception of the workers' compensation and professional liability policies to be obtained by the Contractor hereunder, all policies shall name as an additional insured the City of Salina ( "City "), its agents, representatives, officers, officials, and employees as additional insured(s). Insurance for the additional insured shall extend to Products /Completed Operations and be as broad as the insurance for the named insured, including defense expense coverage, and shall apply as primary and non - contributory insurance before any other insurance or self - insurance, including any deductible, maintained by, or provided to, the additional insured(s). B. Waiver of Subrogation. Where allowed by law, all policies will include a waiver of subrogation in favor of the City, its agents, representatives, officers, officials, and employees. C. Claims Made Policies. If coverage is written on a claims -made basis for any of the policies required by this Agreement, the Contractor must maintain the coverage for a minimum of two (2) years from the date of final completion of all work under the Agreement. 2. Specific Coverage Requirements. A. Commercial General Liability ( "CGL "). The Contractor shall maintain CGL coverage written on ISO Occurrence form CG00 01 or an industry equivalent and shall cover liability arising from Personal Injury, Bodily Injury, Property Damage, Premises and Operations, Products and Completed Operations, Contractual Liability, Independent Contractors and Advertising Injury. The policy limits shall not be less than the following: • Each occurrence $1,000,000 • General aggregate $2,000,000 • Personal and Advertising Liability $1,000,000 The policy shall contain an endorsement that modifies the general aggregate to apply separately to each project. The Contractor shall maintain the Products and Completed Operations liability coverage for a period of at least two (2) years after completion of all work under the Agreement. D- I B. Business Automobile Liability ( "BAL "). The Contractor shall maintain BAL coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other vehicles subject to compulsory auto liability laws that are owned, hired, rented or used by the Contractor and include automobiles not owned by but used on behalf of the Contractor. The BAL policy limits shall not be less than the following: • Combined single limit $1,000,000 C. Workers' Compensation/Emplover's Liability. The Contractor shall maintain workers' compensation and employer's liability coverage with policy limits not less than the following: • Workers' Compensation (Coverage Part A) o Statutory • Employer's Liability (Coverage Part B) o $100,000 each accident o $500,000 disease —policy limit o $100,000 disease —each employee The Contractor shall be responsible for all premiums and retention or deductible expense for any and all policies shown above. D -2 1�GC►RL: CERTIFICATE OF LIABILITY INSURANCE DA�03 /22/13rvr) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 endomement(s). PRODUCER CONTACT Randy HOIO NAME: y Irek P IPA HC ONE . (620)525 -6263 ac No: (866)392 -2673 Raymond Bauer Agency, Inc. AE-,MA,1ESS. randy@rbagency.com PO Box 85 INSURERS AFFORDING COVERAGE NAIC p Burdett, KS 67523 INSURER A: Rockhill Insurance Company $ 50,000.00 Phone (620)525 -6263 Fax (866)392 -2673 INSURED INSURER B: Allied /Nationwide Insurance Company 23787 INSURER C GENERAL AGGREGATE .Resource Management Cc Inc INSURER 0: PRODUCTS - COMP /OP AGG 25656 160 Road INSURER E $ Brownell, KS 67521 -2528 AUTOMOBILE LIABILITY ANYAUTO ALL ❑ AUTOS OWNED © SCHEMLED ❑ HIRED AUTOS O NO11WNE1 AUTOS 0 Form F © MCS90 INSURER F: 07/26/2012 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 INSR UBR POLICY NUMBER POLICY /DIYYYY MM/DDIIYYYY LIMITS A GENERAL LIABILITY O COMMERCIAL GENERAL LIABILITY O 0 CLAIMS -MADE ❑ OCCUR O Waste Tire Pick Up RPKGE0032331 -02 07/14/2012 07/14/2013 EACH OCCURRENCE $ 1,000,000.00 PREMISES TO occurrence) $ 50,000.00 MED EXP(Any one person) $ 5,000.00 PERSONAL It ADV INJURY $ 1,000,000.00 ❑ GENERAL AGGREGATE $ 2,000,000.00 GEN'L AGGREGATE LIMIT APPLIES PER: © POLICY ❑ PRO- ❑ LOC JECT PRODUCTS - COMP /OP AGG $ 2,000,000.00 $ B AUTOMOBILE LIABILITY ANYAUTO ALL ❑ AUTOS OWNED © SCHEMLED ❑ HIRED AUTOS O NO11WNE1 AUTOS 0 Form F © MCS90 ACP7251912047 07/26/2012 07/26/2013 COMBINED SINGLE LIMB Ea accident 1,000,000.00 BODILY INJURY (Per person) $ BODILY INJURY (Per accident $ PROPERTY DAMAGE Per accident $ $ ❑ UMBRELLA LIAB ❑ OCCUR ❑ EXCESS LIAB ❑ CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ ❑ DED ❑ RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABIUTY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) Hyes, descnbe under DESCRIPTION OF OPERATIONS below NIA SEE NOTE BELOW ❑WC STATU- ❑OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) General Liability Coverage for Waste Tire Pick Up. Insured has Work Comp Coverage, but not through this agency. CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED AS ENDORSED "` VCRI IFIVN1C nwi_uCR V/�I�V I�LI- I"IIIVI\ Public Works - City of Salina PO Box 736 Salina Ks 67402 -0736 ACORD 25 (2010/05) QF 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 ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ck, nos