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HomeMy WebLinkAbout2015-06-8263279 189385 ORDINANCE NO. 2015 — 6 — 8263 AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY, APPROVING AN EXTENSION AND AMENDMENT TO WASTE SERVICE AGREEMENT AMONG THE CITY OF PADUCAH, KENTUCKY AND REPUBLIC (I SERVICES OF KENTUCKY, LLC (FORMERLY COMMERCIAL WASTE DISPOSAL, INC.), FOR THE DISPOSAL OF MUNICIPAL SOLID WASTE AND AUTHORIZING THE EXECUTION OF SAME. WHEREAS, Ordinance No. 94-11-5220, adopted by the City of Paducah on November 15, 1994, authorized the execution of a contract between the County and City of Paducah and Commercial Waste Disposal, Inc, which provided for the disposal of municipal solid waste. The term of this contract was for a period of ten (10) years, commencing July 1, 1995, concluding June 30, 2005, with two (2) consecutive five (5) year renewal terms to follow immediately thereafter if such renewals are mutually agreed upon by the parties; and WHEREAS, Ordinance No. 2005-4-6960, adopted by the City of Paducah on April 26, 2005, authorized the City to exercise the first five (5) year renewal term, ending June 30, 2010; and WHEREAS, Ordinance No. 2010-10-7747, adopted by the City of Paducah on October 12, 2010, authorized the City to exercise the second five (5) year renewal term, ending June 30, 2015; and WHEREAS, the City desires and intends to publicly advertise and accept bids for a new long-term contract for the disposal of municipal solid waste generated within the City, which is also to include provisions for the operation of a transfer facility and for the transportation and disposal of recyclable materials; and WHEREAS, a request for proposals and comprehensive bid package for such a long-term contract is currently being developed to ensure that prospective bidders receive a full and fair opportunity to bid while also ensuring that the public interest in procuring adequate solid waste services at a competitive rate is served; and WHEREAS, in the interest of serving the best interests of the public in all respects, the City now desires to modify and extend the term of the contract with Republic Services of Kentucky, LLC, for a period of six (6) months, ending on December 31, 2015, to provide for uninterrupted solid waste service until a new long-term contract is procured; and NOW, THEREFORE, be it ordained by the City Commissioners of the City of Paducah, Kentucky, as follows: Section 1: Recitals and Authorization. The City hereby approves the extension and amendment agreement by and among the City and Republic Services of Kentucky, LLC (the "Agreement") in substantially the form attached hereto as Exhibit "A" and made a part hereof. It is further determined that it is necessary and desirable and in the best interest of the City to enter into the Agreement for the purposes therein specified and the execution and delivery of the Agreement is hereby authorized and approved. The Mayor of the City is hereby authorized to execute the Agreement together with such other agreements, instruments or certificates which may be necessary to accomplish the transaction contemplated by the Agreement, with changes in the Agreement not inconsistent with this Ordinance and not substantially adverse to the City as well as may be approved by the official executing the same on behalf of the City. The approval of such changes by said officials and that are not substantially adverse to the City shall be conclusively evidenced by the execution of the Agreement by such official. Section 2. Severability. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of . -.: ::.j. such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance. Section 3. Compliance with Open Meetings Laws. The City Commission hereby finds and determines that all formal actions relative to the adoption of this Ordinance were taken in an open meeting of this City Commission, and that all deliberations of this City Commission and of its committees, if any, which resulted in formal action, were meetings open to the public, in full compliance with applicable legal requirements. Section 4. Conflicts. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed and the provisions of this Ordinance shall prevail and be given effect. Section 5. Effective Date. This Ordinance shall be read on two separate days and will become effective upon summary publication pursuant t ATTEST: Awy"W"'I F City Clerk Introduced by the Board of Commissioners, June 16, 2015. Adopted by the Board of Commissioners, June 23, 2015. Recorded by City Clerk, June 23, 2015. Published by The Paducah Sun, June 26, 2015 \ord\contract ext -republic services 6-2015 EXHIBIT A 186826 EXTENSION AND AMENDMENT AGREEMENT THIS EXTENSION AND AMENDMENT AGREEMENT (this "Extension") is made this 1St day of July, 2015 by and between the CITY OF PADUCAH, KENTUCKY, a Municipal Corporation, P.O. Box 2267, Paducah, Kentucky 42002- 2267, hereinafter called the "OWNER," and REPUBLIC SERVICES OF KENTUCKY, a Kentucky limited liability company, successor by merger to COMMERCIAL WASTE DISPOSAL, INC., P.O. Box 7003, 414 Jimtown Road, Mayfield, Kentucky 42066, hereinafter called the "CONTRACTOR." WITNESSETH: WHEREAS, on November 15, 1994, the Board of Commissioners for the City of Paducah adopted Ordinance No. 94-11-5200 authorizing the Mayor to execute a contract for the disposal of municipal solid waste; and WHEREAS, the Waste Service Agreement dated December 12 1994, (the "Original Agreement") by and between OWNER and CONTRACTOR, stipulated that the term of this Agreement shall be for a period of ten (10) years, commencing July 1, 1995, and concluding June 30, 2005, with two consecutive five (5) year renewal terms to follow immediately thereafter; and WHEREAS, on April 5, 2005, both parties mutually agreed to renew this Agreement for the first five (5) year renewal term (the "First Extended Agreement"), with such extension term commencing on July 1, 2005 and concluding on June 30, 2010; and WHEREAS, on October 13, 2010, both parties mutually agreed to renew this Agreement for the second five (5) year renewal term (the "Second Extended Agreement"), with such extension term commencing on June 30, 2010 and concluding on June 30, 2015 (the Original Agreement, the First Extended Agreement, and the Second Extended Agreement shall be collectively referred to as the "Agreement"); and WHEREAS, OWNER desires and intends to publicly advertise and accept bids for a new long-term agreement for the disposal of municipal solid waste generated within the City of Paducah, which is also to include provisions for the operation of a transfer facility and for the transportation and disposal of recyclable materials; and WHEREAS, a request for proposals and comprehensive bid package for such a long-term agreement is being developed with the assistance of HDR Engineering, Inc., to ensure that prospective bidders receive a full and fair opportunity to bid while also ensuring that the public interest in procuring adequate solid waste services at a competitive rate is served; and WHEREAS, in the interest of serving the best interests of the public in all respects, OWNER desires to enter into a short-term extension of the Agreement with CONTRACTOR to provide for uninterrupted solid waste service until a new long-term contract is procured; and WHEREAS, at this time, both parties desire and mutually agree to extend the term of the Agreement for a six (6) month period; and WHEREAS, further, both parties desire to amend this Agreement as extended to clarify and document the agreement of the parties. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and for other valuable consideration, the legal adequacy and sufficiency of which is hereby acknowledged by the parties hereto, the parties do hereby covenant and agree as follows: A. OWNER and CONTRACTOR do desire and mutually agree to extend the term of the Agreement, which extended term shall be effective as of June 30, 2015 and shall conclude on December 31, 2015. The extended term shall be subject to all _sem .La.. 282 covenants, terms, conditions and obligations set forth and contained in the Agreement, except as otherwise amended by this Extension. The Agreement is attached hereto as Exhibit "A." B. The Agreement is hereby amended by adding, at the conclusion of Section 3 of the Original Agreement, the following: "c. Under no circumstances shall CONTRACTOR take title to Unacceptable Waste. `Unacceptable Waste' shall be defined as any waste or category of waste which, pursuant to the terms of this Agreement, are not to be delivered to CONTRACTOR or which are excluded from the definition of `municipal solid waste' as set forth in Subsection 3(b) of this Agreement." C Except for the modifications set forth in this Extension, all other terms and provisions of the Agreement entered into between the parties are expressly acknowledged, reaffirmed, and ratified by all parties hereto, and shall apply to this Extension. All parties hereby agree to perform in strict accordance with the terms and provisions as set forth under the Agreement as extended. D. This Extension shall be fully binding upon the parties hereto and their successors, and assigns as of June 30, 2015. IN WITNESS WHEREOF, the parties hereto have executed this Extension and Amendment Agreement, the day and year first above written. [SIGNATURE PAGE TO FOLLOW] CONTRACTOR: REPUBLIC SERVICES OF KENTUCKY, LLC Title: Address: OWNER: CITY OF PADUCAH, KENTUCKY By: Gayle Kaler, Mayor Address: P.O. Box 2267 Paducah, Kentucky 42002-2267 283 - th:isroa�9a;is7zs WASTE SERVICE AGREEMENT THIS AGREEMENT made and entered into this day of , 1994, by and between COMMERCIAL WASTE DISPOSAL, INC., a Kentucky corporation (hereinafter "CWDI") and the CITY OF PADUCAH, KENTUCKY, a municipal corporation (hereinafter "CITY") and the COUNTY OF McCRACKEN, KENTUCKY�(hereinafter "COUNTY"). W I T N E S S E T H WHEREAS,'County and City desire to dispose of their municipal solid waste, and certain other waste and to provide for the transportation of certain recyclable materials generated in McCracken County; and WHEREAS,.CWDI is willing to accept and dispose of said wastes as the disposal contractor for the City and the County pursuant to the terms herein, and to provide convenience centers e and transport services for recyclables pursuant to the terms herein, NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and of the mutual benefits to be derived herefrom, it is agreed: 1. SCOPE OF SERVICES. a. CWDI will permit, construct, own, operate and maintain a transfer station site, as defined herein, to accept municipal solid waste as defined herein and such other wastes as are specifically identified herein from all haulers of waste generated within the City of Paducah and the County of McCracken, including all public haulers, private haulers, and individuals. Such transfer station will be constructed and operated in accordance with all applicable regulations and permits and such ii waste may be disposed of by CWDI at one or more of the permitted disposal facilities operated by affiliates of CWDI, Northwest Tennessee Disposal Corp in Obion County, Tennessee, and Southern r Illinois Regional Landfill in Jackson County, Illinois, or at such other sites as are owned by affiliates of CWDI and permitted in compliance with all state and federal regulatory requirements. i' b. The expected hours of operation of the transfer station for receipt of solid waste, subject to approval in any permit issued to CWDI, shall at a minimum be Monday through s Friday 7 am., through 4 p.m., and Saturday 7 a.m., to noon, excluding holidays and periods of extreme weather or similar emergency conditions. c. CWDI will also permit, construct, own, operate and maintain two (2) convenience centers in the County of McCracken for resident disposal of recyclables, as identified herein, at locations mutually acceptable to County, City, and CWDI. Such convenience centers, to the extent allowable by permit, shall also be used for the disposal of municipal solid waste from Small Vehicles as defined herein. Such convenience centers shall at a minimum, be operated three (3) days a week, one of which shall be a Saturday, 7:00 a.m. to 4:00 p.m. d. CWDI agrees to advise and provide a reasonable amount of consulting assistance to the County in connection with the landfill closure and post -closure design and construction in -2- { connection with the McCracken County landfill without charge, utilizing in-house personnel of Continental Waste Industries, Inc. 2. TERM. The term of this Agreement shall be for a period oftenz' (Yl) years, commencingJu yr, 1#95`var earlier if mutually - agreed to by the parties, and concluding Jane y �,•.y� � Y. �� �°� {�Zjs, corisecutiv�e�f'i:ve; (5} year�renewa�,�terms �o���o�= owmmediat�ly, � ' .�;��,�,....�...,...,.,.u. �,...._. yam__..___.= --y- - ,� .. ___. ,..� = �-�.�•�^�:�.�.�?� k thereafter if` �uch':renhwals��:are� mutually �mgreed�up�nfby, they parties. 3. ACCEPTABLE WASTES. a. County and City shall provide and CWDI shall accept all.municipal solid waste as defined herein along with certain other waste as set forth in the attached Schedule i, which shall be incorporated herein by reference, generated in McCracken County and City of Paducah and County and City shall require all collectors of solid waste, including City, any other public haulers, and all private haulers operating in McCracken County, to dispose of their waste through CWDI through the CWDI transfer station to the fullest extent allowable by law pursuant to Section 6 herein. No hazardous or medical waste or any other waste not specifically provided for herein, including any waste not permitted to be accepted by CWDI under any applicable law or regulation shall be delivered to CWDI, nor accepted at the transfer station. To the extent convenience centers are permitted to accept municipal solid waste from Small Vehicles, as -3- 4 3- defined herein, such customers shall be directed to use such facilities. b. Municipal solid waste as used herein shall mean waste which has characteristics such as those of the material ordinarily collected and disposed of as part of ordinary municipal garbage collection, including paper, cardboard, plastics, food refuse, small animal carcasses, and household trash, and specifically excluding ash, sludge, tires, bulk waste, construction and demolition waste, industrial waste, radioactive waste, liquid waste, infectious medical waste, or hazardous or special waste as defined by any applicable state, federal or local law or regulation, or wastes which are otherwise prohibited by any applicabie.regulations or policies of federal, state, or local entities. 4. COMPENSATION. a. City and any and all other users of the transfer station operated by CWDI for the disposal of waste generated in McCracken County, other than municipal solid waste delivered by Small Vehicles as defined herein, shall be weighed on a scale located at the transfer station prior to unloading, and shall pay a fixed fee of Twenty -Seven Dollars ($27.00) per ton (2,000 pounds) of municipal solid waste, if Host County Fee is payable as described in Section 11 herein. Said price is to remain fixed through the first four (4) years of this Agreement. Said fee will be increased annually according to historical increases in the Consumer Price Index -Urban (CPI -U) at the end of the fourth -4- �-- year and annually thereafter, with a cap of three percent (3$) * for each twelve (12) month period. The said fee includes all current taxes applicable to the disposal of solid waste contemplated under this Agreement. Any taxes or similar fees imposed by a government entity after the date of this Agreement shall not be included in such fee and shall be a pro rata pass through cost. b. All other wastes, including municipal solid waste delivered by Small Vehicles (load weight of less than one [1] ton), household hazardous waste, sludge, white goods, appliances containing freon, tires, and construction debris, shall be subject to the charges set forth on Schedule i attached hereto and incorporated herein by reference. All such charges shall be _ subject to increases in accordance with Paragraph 4(a). C. City and County agree that transfer station customers disposing of waste generated outside McCracken County may be processes by CWD1 at its facility and that nothing herein shall govern the price charged to any such customers or shall otherwise be governed by this Agreement. 5. TRANSFER STATION SITE. County and City shall to the extent provided in section 6 hereof ensure that all private haulers, individuals or entities collecting waste within McCracken County shall deliver such waste to CWDI at a transfer station site (its "transfer station") to be permitted and constructed by CWDI on property adjacent to City's sanitation office or such other site as may be mutually agreed -5- upon. Such site shall be purchasable by CWDI for a -maximum cost i i of Forty-five Thousand Dollars ($45,000.00), with good and marketable title, free and clear of all liens, liabilities and E encumbrances, and shall be free of all environmental contamination and suitable for the construction and operation of a permitted transfer station. In the event that such site is not suitable, the parties shall mutually agree on an alternate site. CWDI shall obtain all required permitting in accordance with all applicable regulations of the State of Kentucky. In the event that the transfer station exceeds five hundred (500) tons per day in disposal of solid waste, the parties agree that CWDI shall permit and construct an additional transfer station to provide disposal services hereunder at locations mutually agreeable to City, County, and CWDI. 6. GUARANTEED TONNAGE. City shall deliver all solid waste collected by it to the transfer station. County and City shall take all steps allowable by law to require delivery to the transfer station all solid waste governed by this Agreement generated within McCracken County, whether collected by a public or private hauler, commercial entity or individual. County and City shall take all steps necessary to enforce such requirement, as may be allowable pursuant to the decision of the U.S. Supreme Court in Carbone v. Clarkstown, or any subsequent judicial decision or federal legislation superseding such ruling. County and City agree that they will identify the CWDI transfer station as the sole disposal _6.. facility in the County necessary to fulfill the short-term, mid- term, and long term needs of County, pursuant to a Solid Waste Area Management Flan adopted by the County and shall take all steps allowable by law to prevent a transfer station not owned by CWDI or a landfill from being sited in the County. CWDI shall have the right to enforce such requirement against third parties and shall have the right to inspect loads of solid waste hauled in McCracken County to determine the origin of such waste. 7. DELIVERY. City and all other haulers, whether public or private, shall be responsible for the delivery of all wastes to the transfer station of CWDI. e. BILLINGS. CWDI shall bill City monthly, and payment in full shall be required by City within fourteen (14) days of the billing date. All other customers shall be billed on such terms as may be determined by CWDI, including prepayment, within CWDI's sole ; discretion. All customers shall be liable for the costs of collection, including reasonable attorneys fees in the event of failure to make timely payment. CWDI reserves the right to bar any customer who fails to make timely payment of any obligations or otherwise materially breaches this Agreement. 9. RECYCLABLES TRANSPORT SERVICES. a. CWDI shall permit and construct two (2) convenience centers at locations mutually acceptable to County, City, and CWDI, for the deposit of the following recyclables: Clear glass, -7- .I...y I/ flat,}—„f7:rrs'a�: —:: aluminum cans and tin cans, newsprint, Plastic No.1 (PETE), No. 2 (HDPE), and No. 3 (PVC). Such convenience centers, to the extent allowable by permit,, shall also be used for the disposal of municipal waste by Small Vehicles. b. The recyclables defined herein shall be collected at such convenience centers and deposited Into suitable containers. CWD1 will transpott such recyclables to the Lyon County Recycling Center, Western Kentucky Correctional Complex, 374 New Bethel Church Road, Eddyville, Kentucky 42038, and will maximize each load through utilization of compactor units, balers, oversized containers, or similar equipment at the loading point. County shall pay One Hundred Thirty Dollars ($130.00) for transportation to the Eddyville facility for each container of recyclables; transported to the Eddyville facility. Any charges imposed by the Eddyville facility for acceptance and handling of such recyclables, shall not be borne by cwDi. County will be invoiced weekly with such invoices to be paid within thirty (30) days. c. Effective July 1, 2000, County or City may discontinue the recyclable transport services and the use of the convenience centers provided by CWDI hereunder upon six (6) months written notice of such termination. County or City may also elect to omit such services, in the event they have not previously been terminated, at the commencement of each renewal term hereunder. -8- 10. REPORTS AND RECORDS BOOK. CWDI shall submit to County and to City reports on a monthly, quarterly and annual basis, providing the following information: a. Total tonnage of solid waste received. b. Total tonnage of solid waste received from McCracken County. Co. Total tonnage of solid waste received from the City of Paducah. d. Total tonnage of solid waste received from outside McCracken County. e. Total tonnage recycled and total recyclables transported. The books and records of CWDI in connection with the foregoing information may be examined by County or City during ordinary business hours upon reasonable notice, provided, however, that any information identified as proprietary in such bookas and records shall be kept confidential by County or City unless necessary in connection with the enforcement by County of this Agreement. 11. HOST COUNTY FEE. a. For a period of four (4). years from and after the effective date of this Agreement, CWDI shall pay a Host County Fee of One Dollar ($1.00) per ton of municipal solid waste generated in the City of Paducah or County of McCracken accepted at the transfer station, other than that delivered by Small Vehicles as defined herein. Said Host County Fee shall be paid -g- _.._ .._ .u.--;:..:Sifd Llw.I.7..w:n.•::wfw.4iW ...1.1"1:1: ..,. T J I I - 1 I I-: r i --r_ -__ -.I , 1. - T-]7- r -..i ' I- -mumiF l- ',.,...1 SCHEDULE 1 The following are the initial rates to be charged for the following services: 1. Public and Private Maulers (waste generated within McCracken County) . . . . $ 27.00 2. Residential Municipal Solid Waste -Small Vehicle: Pickup truck (1/2 ton) w/o sides) $ 8.50/load Auto & Vans 5.00/load Ton Pickup (3/4 to 1 ton) w/o sides) or Pickup (1/2 ton) (with sides) 12.00/load Pickup & Trailers (less than 1 tort) 12.00/load 1 ton and over 27.00/ton 3. Waste Water Treatment Plant (dewatered non- hazardous sludge) tipping rate per ton $29.95 4. Household Hazardous Waste (oil, paint, fertilizer, etc. Actual cost to CWDI of transportation, handling and disposal (to be paid by County) 5. White Goods (per unit cost) (washers, dryers, refrigerators) . . . . . . . . $20.00/unit 6. Appliances Containing Freon (per unit cost) . . $38.50/unit 7. Automobile tires . . . . . . . . . . . . . . . . $ 2.00/tire S. Construction debris . . . . . . . . . $12.00 per cubic yard on an annual basis to the McCracken Piscal Court. Recycled i materials shall not be subject to any Host County Fee. b. At the end of the four (4) year period referenced above, the One Dollar ($1.00) Host County Fee shall no longer be payable as to municipal solid waste generated in or by the City of Paducah or County of McCracken. At such time, the fee per ton of municipal solid waste shall be Twenty Six Dollars ($26.00). < Any price increase referred to in Paragraph 4a of this Agreement shall be measured from a rate of Twenty Six Dollars ($26.00) per ton of municipal solid waste. c. For the term of this Agreement, CWDI shall pay a Host County Fee of one Dollar ($1,00) per ton of municipal solid waste generated outside the County of McCracken accepted at the -- transfer station. Said Host County Fee shall be paid on an annual basis during the term of this Agreement to the McCracken 3 Fiscal Court. Said host fee shall increase in proportion with the fee increases provided for herein. 12. PERFORMANCE GUARANTEE. The performance of CWDI under this Agreement shall be guaranteed by the Corporate Guarantee of Continental Waste Industries, Inc., in the form attached hereto as Schedule 2. A performance bond in the amount of $500000.00 shall be provided by CWDI for the first three (3) years of this Agreement, which shall be forfeited to County and City in the event of a material failure of CWDI to perform hereunder and the failure to cure such o IlZ i�...;, ;p .. :, v ;" , _. _ _. :. _.. , ... _,.._._ . _:_.. _ ....-.._ :._—:.,:..._ _. ,....:.�_., . .. ,_.. �.::_ ._,_�_. 'as..:......, . .. �.,..:: ,, h ., .�: In»b ����. a......n . ,. .......�.....�.,,..:A;w'X'�:, wlxu.»wrl.„6„xldiJJ.i«k�wd.�4A?:wl:➢� ..�, � ..,. t 0 failure upon ninety (90) days written notice of such failure of performance. 13. INSURANCE. N CWDI shall maintain a comprehensive general liability k fi policy in the amount of Two Million Dollars ($2,000,000.00) during the term of this Agreement, as well as Automobile Liability insurance in the amount of One Million Dollars .I ($1,000,000.00), and Workers' Compensation coverage required by statutory limits. 19. ASSIGNMENT. This Agreement may be assigned by CWDI only with the x approval of City and County, which approval shall not be unreasonably withheld. 15. BREACH AND DEFAULT. Upon material breach of a material term of this Agreement and after ninety (90) days written notice and a failure to cure such material breach, this Agreement may be terminated by the nonbreaching party, which party shall have such rights as may be afforded by law, including termination of this Agreement. 16. SEVERABILITY. If any provision of this Agreement or its application to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and its application shall not be affected and shall be enforceable to the fullest extent permitted by law. -11- 17. ENTIRE AGREEMENT. It is agreed by and between the parties hereto that no oral agreement or understanding of any kind or character have been entered into, that any previous contracts are hereby voided and superseded by this Contract, and that all agreements between the parties hereto are contained in this Contract and that this 5 Contract was formed in the State of Kentucky and shall at all times be interpreted under the laws of the State of Kentucky. IN WITNESS WHEREOF, the parties have signed this Agreement the day and year above written. Attest: COMMERCIAL WASTE DISPOSAL, INC. 2Va By Ales), Title Q� k -� Attest: COUNTY OF McCRACKEN _ 4 By —� Dann�Or ine, cCracken County Judge Executive Attest: CITY OF PADUCAH BY �� Title, --1,2-- .. 11 - -__-_- 1 -..._ -... i 1 -.. - i I i - I.., I . I. SCHEDULE 2 CORPORAft GUARANTEE This Guarantee is made this day of October 1994 by Continental Waste Industries, Inc., a Delaware corporation ("Guarantor"), in favor of the City of Paducah and the County of McCracken. W I T N E S S E T H WHEREAS, Commercial Waste Disposal, Inc. ("CWDI") has entered into a Contract providing for the disposal of municipal solid waste and the transportation of certain recyclables for the City of Paducah and the County of McCracken (the "Contract"), and WHEREAS, pursuant to the said Contract, the City of Paducah and the County of McCracken require assurance of performance by CWDI under such Contact, and . WHEREAS, Guarantor is a publicly -traded entity with annualized revenues in excess of $36,000,000, and a net worth as of September 1, 1994 in excess of $20,000,000, and WHEREAS, Guarantor desires to induce the City of Paducah and the County of McCracken to enter into the aforesaid Contract, NOW, THEREFORE, for and in consideration of the foregoing premises, which are Incorporated herein as true, the Guarantor, intending to be legally bound, hereby agrees in favor of the City of Paducah and the County of McCracken as follows: 1. Absolute and Unconditional Guarantee. The Guarantor hereby absolutely and unconditionally guarantees and promises to fully and punctually ensure the timely performance of all material obligations of CWDI to the City of Paducah and the County of McCracken under the Contract and that { this guarantee shall constitute a joint and several obligation independent of the obligations of CWDI. 2. Representations of Guarantor. The Guarantor hereby represents that it is duly authorized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor has all consents, approvals and authorizations required in connection with the execution of this Guarantee. 3. Choice of Law. This Guarantee has been delivered and accepted and shall be governed and construed in accordance with the laws of the State of Kentucky. 4. Binding Effect. This Guarantee shall be binding upon the Guarantor and any successors or assigns thereof and shall insure to the benefit of the City of Paducah and the County of McCracken. 5. Assignment. This Guarantee may not be assigned without the consent of City and County, which shall not be unreasonably withheld so long as the assuming Guarantor has a net worth of at least Twenty Million Dollars ($20,000,000) and annual revenues of at least Thirty -Six Million Dollars ($36,000,000). -- - -I I hl - i - - 1 1, L-1 I,:,:I 1� 11 � IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed by an authorized officer of the Guarantor as of the date of the first above written. Attest: CONTINENTAL WASTE INDUSTRIES,, INC. BY B Y4aY C 1018 E. Ague.r-oZ President ' CITY OF PADUCAH Public Works Department 1120 N.10th Street PAdac8h,i3e4tucky 42001-1723 (270) 444-8567 FAX (270) 444-8650 TDD (800) 247.2510 Mr. Randy Thompson, Area President Republic Services, Inc. 414 Jimtown Rd. Mayfield, KY 42066 RE: Contract Extension Mr. Thompson: ,t I 5 y 2 ZF AJ titO-4•l. �1 Just: 30o Z010 C -A -m 1ZC-Ve .l.> _ 1 ' 5 Y re - April April 5, 2005 j fie, 30) W1 S As you know the current contact for solid waste expires on J ��I;' 20Q5. Pursuant to the current contract, the Citvl_ C„_ounty would like to extend the contract She ; e year. with the same terms and conditions with the following exception. The CitylCount agrees to discontinue the recyclable transport service and the use of recyclable— con Mance centers. However, CWI will provide a recycle bin at its transfer station for public use. Please signify your concurrence by signing and returning a copy of this letter. If you have any questions, please contact me at (270) 4448567. Sincerely, Earn' Publi Works r Mayor A10 �f �VA.,-Ty IdA /J2'4F Mr. Randy pson, A a Presi ate CC: Tammy Brock, City Clerk 0 Printed on recycled paper. 128665 CITY OF PADUCAH, KENTUCKY DISPOSAL OF MUNICIPAL SOLID WASTE FIVE-YEAR RENEWAL AND AMENDMENT AGREEMENT THIS AGREEMENT, made this 1.66day of t9m 2010 by and between the CITY OF PADUCAH, KENTUCKY, a Municipal Corporation of the Second Class, , having an address of 300 South a Street, P.O. Box 2267, Paducah, Kentucky 42002-2267, hereinafter called the "OWNER", and REPUBLIC SERVICES OF KENTUCKY, LLC, a Kentucky limited liability company, successor by merger to COMMERCIAL WASTE DISPOSAL, INC., having a Principal address of 18500 North Allied Way, Phoenix, Arizona 85054, with a Registered Agent address of 306 W Main Street, Suite 512, Frankfort, Kentucky, 40601, and a Local address of P O Box 7003, 414 Jimtown Road, Mayfield, Kentucky, 42066, hereinafter called the "CONTRACTOR", WITNESSETH: Whereas, on November 15, 1994, the Board of Commissioners for the City of Paducah adopted Ordinance No. 94-11-5200 authorizing the Mayor to execute a contract for the disposal of Municipal Solid Waste. The contract executed on December 121994, (the "Original Agreement") by and between OWNER and CONTRACTOR stipulated that the term of this Agreement shall be for a period of ten (10) years, commencing July 1, 1995, or earlier if mutually agreed to by the parties, and concluding June 30, 2005, with two (2) consecutive five (5) year renewal terms to follow immediately thereafter, if such renewals are mutually agreed upon by the parties; and. Whereas, on April 5, 2005, both parties mutually agreed to renew this Agreement for the first. five (5) year renewal term, (the "First Extended Agreement"), with such extension term commencing on July 1, 2005 and concluding on June 30, 2010; and Whereas, at this time, both parties desire and mutually agree to renew and extend this Agreement for the second five (5) year renewal term; Page 1 of 3 'll Whereas, further both parties desire to amend this Agreement as extended to clarify and document the agreement of the parties. NOW, THEREFORE, in consideration of the mutual obligations, covenants and conditions expressed in the Original Agreement and the First Extended Agreement, both the Owner and the Contractor agree as follows: A. OWNER and CONTRACTOR do desire and mutually agree to utilize the second renewal term, (the "Second Extended Agreement"), authorized in the Original Agreement executed on December 12, 1994, for the disposal of solid waste extending and renewing the term of this Agreement, which extended term shall be effective as of June 30, 2010 and shall conclude on June 30, 2015. B. Additionally, as allowed within the conditions of the Original Agreement, this Agreement as extended is hereby reaffirmed and/or amended as follows: 1. Scope of Services: Reaffirmed with exception of: a. Obligation of all waste haulers utilizing the Contractor's transfer station. b. Operation of two convenience centers for disposal of recyclables. y c. Assistance of landfill closure. 2. Term: Reaffirmed. 3. Acceptable Waste: Reaffirmed with exception of: a. Obligation of all waste haulers utilizing the Contractor's transfer station. 4. Compensation: Reaffirmed with exception of: a. Original Agreement Paragraph 4(b) other waste charges in accordance with Revised Schedule 1 attached hereto. 5. Transfer Station Site: Reaffirmed with exception of: a. Obligation of all waste haulers utilizing the Contractor's transfer station. 6. Guaranteed Tonnage: Reaffirmed with exception of: a. Obligation of all waste haulers utilizing the Contractor's transfer station. 7. Delivery: Reaffirmed 8. Billings: Reaffirmed 9. Recyclables Transport Services: In accordance with Original Agreement Paragraph 9(c), this requirement was discontinued as of July 1, 2005. However, both parties have agreed to discuss possible recycling methods/plans Page 2 of 3 I e�i 1, r, 1:i:.. I.x _ .... 1 , 'I — -- .- involving the Contractor's solid waste transfer station located at 829 Burnett Street, Paducah, KY. If a recycling method/plan is considered to be possible and is acceptable to both parties, the Contractor agrees to proceed with the proposed recycling method/plan. 10. Reports and Records Book: Reaffirmed 11. Host County Fee: In accordance with Original Agreement Paragraph 11(a), this requirement is hereby discontinued. 12. Performance Guarantee: In accordance with Original Agreement, this requirement is hereby discontinued. 13. Insurance: Reaffirmed 14. Assignment: This Agreement as extended may only be assigned by the Contractor with the prior written approval of the City. 15. Breach and Default: Reaffirmed 16. Severability: Reaffirmed 17. Entire Agreement: Reaffirmed IN WITNESS WHEREOF, the parties hereto have executed this Renewal and Amendment Agreement, the day and year first above written. CONTRACTOR: REPUBLIC SERVICES OF KENTUCKY, ,LLC BY zg'A 115�1 Name: Rick Turbeville Title: General Manager LOCAL ADDRESS: Post Office Box 7003, 414 Jimtown Road Mayfield, Kentucky 42066 OWNER: CITY OF PADU AH, KENT H BY _... William F. PaxIII, ayor ADDRESS: Post Office Box 2267 Paducah, Kentucky 42002-2267 Page 3 of 3 mm's,, SCHEDULE 1 E Attachment to 5 -Year Renewal Contract Dated October 13, 2010 Initial rates to be charged for the following services: 1. Public and Private Haulers: $47.57 Per Ton 2. Residential Municipal Solid Waste: $1.50 per bag up to $22.50 minimum Over minimum charge is based on percent of weight 3. Wastewater Treatment Plant: Cannot take this waste due to Kentucky Law Direct hauled to a landfill 4. Household Hazardous Waste: Cannot take this waste due to Kentucky Law Direct hauled to a landfill 5. White Goods - Washers, Dryers, etc. Can take white goods without Freon Charge = $20.00 per unit 6. Appliances Containing Freon: Refridgerators, Freezers, Air Conditiioners, etc. If Freon has been removed and Certified - Can take the Appliance Charge = $20.00 per unit If Freon has not been removed and Certified - Cannot take the Appliance Direct hauled to a landfill 7. Tires: Car tires without rim - $5.00 each Car tires with rim - $10.00 each Tractor Trailer Tires - No Rim - $15.00 each 8. Construction Debris: $47.57 Per Ton II .i� �.. .. _:. ... �_..:.. _ ... � .. __. I-... ,,- .,.. .-i ... _.,.:..,. ....;::,: .:.�.;..�., ._..:.,{..:«,_ .i,..... ....,. ... I. ,..,:.: ,...�N.. .,.,.-.: ..G ,,.,......,.�,.,.,.._;„s,yN6wN Glw.qi•I...:arlw�fw�l,ui,w..11µ6:4'.++l. iw�.a ,. ..,.