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2025-344-E-Solid Waste-M Recycle America LLC-Recycling and MSW Processing & Disposal
Revised 01/24 1 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of July 1, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and WM Recycling America, LLC, and Waste Management of Carolina, Inc., (collectively hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement (“Agreement”) is for services to be rendered by Provider to County with respect to Providing Recycling and Municipal Solid Waste processing and disposal Services at their facilities in Morrisville, NC per Attachment I, II, II-B, and III. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 2 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 3 i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County’s Request for Proposals or Request for Qualifications (the “RFP”) “RFP Number 367-OC5451 for “Recycling and MSW Processing and Disposal” issued February 4, , 2025, and the Provider’s proposal, which are fully incorporated and integrated herein by reference together with Attachments I, II, II-B and III (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County’s RFP together with attachments, Provider’s Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. N/A 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider’s failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2025 to June 30, 2030 with two two year extensions. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner. (Rev. 5-6-25) Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 4 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services is Six Million, Seven Hundred Two Thousand, Five Hundred, Thirty Four ($6,702,534); Three Million, Five Hundred, Seventy Four Thousand, Seven Hundred Seventy Three Dollars ($3,574,773) for Recycling processing and Three Million, Thirty-Two Thousand, Seven Hundred Sixty One Dollars ($3,032,761) for municipal solid waste disposal, total Dollars ($6,702,534). In the event Provider has submitted invoices for 90% of the maximum amount, the parties will work to execute an amendment to the contract to increase the maximum amount. Provider shall not be required to continue to perform services unless such an amendment is executed. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. (Rev. 5-6-25) b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Robert Williams) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) If County’s Risk Manager determines additional insurance coverage is required such Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 5 additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience. This Agreement may be terminated without cause by either party and for such party’s convenience upon ninety (90) days prior written notice to the other. (Rev. 5-6-25) b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Except for the obligation to make payments hereunder, neither party shall be in default for its failure to perform or delay in performance caused by events or significant threats of events beyond its reasonable control, whether or not foreseeable, including but not limited to, strikes, labor trouble, riots, imposition of laws or governmental orders, fires, acts of war or terrorism, acts of God, and the inability to obtain equipment, and the affected party shall be excused from performance during the occurrence of such events. Both parties shall remain responsible for all payments and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. (Rev. 5-6-25) Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 6 c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. (Rev. 5-6- 25) ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. The failure of the Provider to require compliance by the County with any provisions of this Agreement or the waiver by the Provider of any breach of this Agreement shall not constitute a waiver of any claim for damages by Provider for any breach of this Agreement or a waiver of any other required compliance with this Agreement. (Rev. 5-6-25) e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 7 executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. (Rev. 5-6-25) d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 8 shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name & Address Attention: Solid Waste Director WM Recycle America LLC P.O. Box 8181 1001 Fannin St Ste 4000 Hillsborough, NC 27278 Houston, TX 77002 Waste Management of Carolinas, Inc. Ballantyne Two 13777 Ballantyne Corporate Place, Ste. 320 Charlotte, NC 28277 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ County Manager By: __________________________________ Printed Name and Title Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 AVP WM Recycling VP Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: M Recycle America LLC Vendor Contact Person: Joy Jones Phone: 910-297-2502 Address: 10415 Globe Rd City Morrisbille, State: NC Zip: 27560 Department: Solid Waste Amount: $6,702,534 Purpose: Recycling and MSW Processing & Disposal Budget Code(s): 50352020-682005 Recycling Processing & 50353020-682000 MSW processing Vendor # 65312 Vendor Status with NCSOS: Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date July 1, 2025 End Date June 30, 2030 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content . Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 6/10/2025 6/10/2025 6/18/2025 6/21/2025 Revised 01/24 10 Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies, LLC DBA as Lockton Insurance Brokers, LLC in CA CA license #0F15767 3657 Briarpark Dr., Ste. 700 Houston TX 77042 (866) 260-3538 WASTE MANAGEMENT HOLDINGS, INC. & ALL AFFILIATED, RELATED & SUBSIDIARY COMPANIES INCLUDING: WASTE MANAGEMENT OF RALEIGH 10411 GLOBE ROAD MORRISVILLE NC 27560 ACE American Insurance Company 22667 ACE Fire Underwriters Insurance Company 20702 ACE Property and Casualty Insurance Company 20699 Indemnity Insurance Co of North America 43575 X X X XCU INCLUDED X ISO FORM CG00010413 5,000,000 5,000,000 XXXXXXX 5,000,000 6,000,000 6,000,000 X X X X X MCS-90 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 15,000,000 15,000,000 XXXXXXX N X 3,000,000 3,000,000 3,000,000 EXCESS AUTO LIABILITY COMBINED SINGLE LIMIT $9,000,000 (EACH ACCIDENT) B MMT H1082235A 1/1/2025 1/1/2026 B HDO G48900793 1/1/2025 1/1/2026 B XSA H10822269 1/1/2025 1/1/2026 D XEU 27929242 010 1/1/2025 1/1/2026 A WLR C72629668 (AOS)1/1/2025 1/1/2026 B WLR C72629620 (AZ,CA & MA)1/1/2025 1/1/2026 C SCF C7262970A (WI)1/1/2025 1/1/2026 1/1/2026 1300299 Y Y Y Y Y Y Y 4/15/2025 Y Y 21647305 21647305 XXXXXXX ORANGE COUNTY ATTN: BRUCE WOODY 1207 EUBANKS RD CHAPEL HILL NC 27516 THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. BLANKET WAIVER OF SUBROGATION IS GRANTED IN FAVOR OF CERTIFICATE HOLDER ON ALL POLICIES WHERE AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT WHERE PERMISSIBLE BY LAW. CERTIFICATE HOLDER IS NAMED AS AN ADDITIONAL INSURED ON ALL POLICIES (EXCEPT FOR WORKERS’ COMP/EMPLOYER'S LIABILITY) WHERE AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT. X X Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 1 Request for Proposals (RFP) No 367-OC5451 Recycling Processor and/or Municipal Solid Waste Disposal Date of Issue: February 4, 2025 Non-Mandatory Virtual Pre-Bid Conference: February 13, 2025 Proposal Submission Deadline: March 3, 2025, at 3:00 pm Orange County North Carolina Jovana Amaro Purchasing Agent finance-purchasing@orangecountync.gov 919-245-2651 Electronic responses ONLY will be accepted for this solicitation. ATTACHEMENT I Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 2 TABLE OF CONTENTS 1. GENERAL INFORMATION .........................................................................................................................3 1.1 INSTRUCTIONS TO BIDDERS .................................................................................................................3 1.2 DEFINITIONS .........................................................................................................................................4 1.3 GENERAL REQUIREMENTS ...................................................................................................................5 1.4 ELIGIBLE CONTRACTOR ........................................................................................................................5 1.5 RFP SCHEDULE......................................................................................................................................5 1.6 APPLICATION SUBMISSION PROCESS...................................................................................................5 1.7 PROPRIETARY INFORMATION ..............................................................................................................6 1.8 REQUESTING ADDITIONAL INFORMATION AND QUESTIONS ..............................................................6 1.9 PROPOSAL SELECTION PROCESS ..........................................................................................................6 1.10 REGISTRATION WITH THE SECRETARY OF STATE FOR NORTH CAROLINA ............................................6 1.11 OPTIONAL PRE-PROPOSAL CONFERENCE ............................................................................................6 1.12 CONTRACT TERMS ...............................................................................................................................7 1.13 PURPOSE OF SOLICITATION .................................................................................................................8 2. SCOPE OF WORK FOR RECYCLING PROCESSING ......................................................................................8 3. PROPOSAL REQUIREMENTS FOR RECYCLING PROCESSOR ....................................................................... 13 3.1 PROPOSAL SUBMITTAL ..................................................................................................................... 13 3.2 PROPOSAL ACCEPTANCE ......................................................................................................................... 15 3.3 SELECTION PROCESS ............................................................................................................................... 15 4.0 SCOPE OF WORK FOR MSW DISPOSAL………………………………………………………………………………………………..15 ATTACHMENT A - IRAN DIVESTMENT ACT CERTIFICATION .......................................................................... 18 ATTACHMENT B - PRICE PROPOSAL .............................................................................................................. 19 ATTACHMENT C- ADDENDUM ACKNOWLEDGEMENT .................................................................................. 20 Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 3 1. GENERAL INFORMATION 1.1 INSTRUCTIONS TO BIDDERS 1.1.1 All proposals shall be for furnishing supplies, materials, equipment and/or work, labor, and services in accordance with the applicable plans and specifications prescribed by Orange County. 1.1.2 Orange County reserves the right to award the proposal that is in the best interest of Orange County or to reject any or all proposals and to waive minor irregularities. 1.1.3 The successful bidder shall comply fully with the requirements of General Statutes, Section 143-129, as amended. 1.1.4 In the event of default by any Contractor Orange County may procure from other sources whatever service or items is being proposed and hold the Contractor responsible for any excess cost occasioned thereby. 1.1.5 Payment terms are net 30 days. 1.1.6 North Carolina sales and use tax shall be included in the proposal amount. 1.1.7 Proposals submitted via facsimile or mail shall not be accepted. 1.1.8 Proposals received after opening date and time shall not be considered. 1.1.9 All proposals must contain an authorized original signature. 1.1.10 Attached is a copy of the County’s standardized contract for Services Agreement RFP/RFQ. All insurance requirements are contained therein. Please read the agreement carefully as that document and this bid shall constitute the agreement. The cost of all insurance shall be included in the price(s) bid. 1.1.11 The contractor shall not commence work until he or she has obtained all the insurance required in the Services Agreement RFP/RFQ. Insurance shall be maintained in full force and effect until the Contract, from commencement of the contract and during the entire term of the contact, has been fully and completely performed, as evidenced by final acceptance payment. Contractor shall provide Certificate of Insurance reflecting aforementioned coverages as proof of coverage. Certificate of Insurance shall provide for a thirty (30) day written notice to the County in the event of any modifications, cancellation, or expiration of said policies. Work shall not commence until the Contractor has obtained all required insurance and the County has approved verifying certificates of insurance in writing. 1.1.12 Any and all changes or alterations to this RFP shall be made in the form of written addendum. It is important that all vendors proposing on this RFP periodically check the County’s website at https://www.orangecountync.gov/bids.aspx for any addendum that may be issued prior the bid due date. 1.1.13 Please direct any questions concerning this RFP to Jovana Amaro, Purchasing Agent, at email: finance-purchasing@orangecountync.gov 1.1.14 Please be advised that a non-mandatory virtual pre-bid conference will be held by the Orange County Solid Waste Department on February 13, 2025, at 10am. 1.1.15 The attached RFP is included to describe the services desired. During the pre-bid conference, county staff will further describe the services desired and will entertain suggestions, comments and questions. All interested Contractors should be prepared to discuss the RFP during the pre-bid conference. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 4 1.1.16 Orange County supports a living wage of $ ___17.65______per hour. Please indicate on the bid form whether any workers on this job will make less than $_17.65_____ per hour. 1.1.17 E-VERIFY HB786 § 143-48.5 imposes E-Verify requirements on contractors who enter into certain contracts with state agencies and local governments. The legislation specifically prohibits governmental units from entering into certain contracts “unless the contractor and the contractor’s subcontractors comply with the requirements of Article 2 of Chapter 64 of the General Statutes.” (Article 2 of Chapter 64 establishes North Carolina’s E-Verify requirements for private employers). It is important to note that the verification requirement applies to subcontractors as well as contractors. The new law(s) specifically prohibit(s) governmental units from entering into contracts with contractors who have not (or their subs have not) complied with E-Verify requirements. A Completed and notarized E-Verify affidavit must be included it with your submittal. 1.2 DEFINITIONS AGREEMENT: The Recycling Processing Contract and any supplemental procedures or Standard Operating Procedures that are agreed upon by all parties. AVERAGE MARKET VALUE or “AMV”: The aggregate value of the bundle of Single Stream Recyclables, source separated OCC, or source separated Bulky Rigid Plastics according to the market index used to determine the revenue paid by the Contractor to OCSW. For purposes of the Agreement, the index used will be the Southeast USA regional average commodity prices (U.S. Dollars per Ton), which can be found in RecyclingMarkets.net. CONTAMINATION HANDLING FEE: The fee to process and dispose of contaminants contained in inbound deliveries. CONTRACTOR: The applicant, vendor, proposer, provider and entity providing the services requested and outlined in the request for proposal and contract. CONTRACT: A binding document between the county and contractor. If text is contradictory between the contract and the RFP, the text in the RFP will preside. CONTRACTOR PROJECT MANAGER: The County’s main contact, employed by the Contractor that will be responsible for communication between the County and Contractor personnel. COUNTY: Orange County, North Carolina, the County’s representative outlined in the request for proposal. COUNTY’S RESPRESENTIVE- The main contact person between the Contractor and the County as it relates to contract management, issues, scheduling, questions, etc. MSW: Municipal Solid Waste. OCC: Old Corrugated Cardboard, grade PS 11 baled, F.O.B. seller’s dock. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 5 PROCESSING FEE: The dollar amount per ton charged on all recyclables delivered by OCSW to the Contractor. PROPOSER: Person or entity submitting a bid to the RFP. The successful proposer will become the Contractor. REBATE: The amount of money owed by the Contractor to OCSW if the payment formula finds the value of the revenue share exceeds the processing fee and contamination handling fee. REQUEST FOR PROPOSALS (RFP): This document, detailing the Recycling Processor program for Orange County, North Carolina. REVENUE SHARE: The percentage of AMV to be reimbursed to OCSW. WASTE AND RECYCLING CENTER (WRC): Orange County has five (5) staffed WRC’s that provide the public with the opportunity to drop-off numerous items. For the purposes of this RFP, Recycling will be collected from five (5) sites and from curbside collection, multi-family sites and commercial entities. 1.3 GENERAL REQUIREMENTS 1.3.1 Living Wage Orange County is committed to providing its employees with a living wage and encourages agencies it funds to pursue the same goal. A copy of Orange County’s Living Wage Contractor Policy is included. 1.3.2 Regulations Contractor will comply with all federal, state and local laws, rules and regulations and ordinances as applicable to the project. 1.3.3 Contract Award Awarded contractor(s) must accept the terms of the sample contract in the Services Agreement RFP/RFQ. 1.4 ELIGIBLE CONTRACTOR Eligible Contractors will meet the following requirements: • A business license to operate in NC • Minimum of five years’ experience processing recyclables. • Upon award, meet Orange County Insurance requirements as set forth in Services Agreement RFP/RFQ. • Orange County reserves the right to reject all proposals and may select multiple Contractors to provide service. 1.5 RFP SCHEDULE A detailed schedule can be found in _________page 7______ 1.6 APPLICATION SUBMISSION PROCESS One electronic copy of this application, and all relevant materials, must be received by 3 pm on the deadline date. Faxes are not accepted. One electronic copy should be submitted by e‐mail Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 6 finance-purchasing@orangecountync.gov. When submitting your proposal by e‐mail, you must have a reply from Orange County acknowledging receipt of proposal. 1.7 PROPRIETARY INFORMATION Proprietary information may be submitted as part of the proposal. Please clearly mark only the pages that contain proprietary information with the word “CONFIDENTIAL.” Information and records submitted to Orange County are governed by the N.C. Public Records Act, which is set forth in N.C. General Statutes 132‐1, et. seq. Applicants are encouraged to review the applicable Statutes prior to submitting any information or documentation believed to be proprietary. 1.8 REQUESTING ADDITIONAL INFORMATION AND QUESTIONS Orange County will respond to questions submitted ONLY via e‐mail to Jovana Amaro at finance- purchasing@orangecountync.gov .The deadline for questions is February 17, 2025. Orange County’s response, and any additional terms deemed necessary by the County will be posted in the form of an addendum to Orange County website at https://www.orangecountync.gov/bids.aspx. Neither Orange County staff nor Commissioners will answer questions directly. 1.9 PROPOSAL SELECTION PROCESS In addition to the details listed in Section 3 of this RFP, proposals will be reviewed to ensure that the application is received on time. The submission deadline for this RFP is March 3, 2025, at 3:00 pm, submitted via electronic mail. All forms and signatures are due at the time of submission. In addition to timeliness, submissions will be reviewed to ensure the submission is substantially complete and meets all the requirements. If these standards are not met, the proposal will not receive further consideration. General selection review will include: • Timeliness: Proposals will be reviewed to verify submission by the submission deadline. Orange County will reject proposals that do not meet the submission deadline. • Completeness: Proposals will be reviewed to verify completeness. Orange County will reject proposals that do not address all items in these sections and are thus materially incomplete. • Criteria Review: Proposals will be rated and ranked based off of submittal requirements set forth in this RFP. • Eligible Contractor: Proposals will be reviewed to verify the eligibility of the contractor. • Appeals Process: There will be no appeals process. 1.10 REGISTRATION WITH THE SECRETARY OF STATE FOR NORTH CAROLINA Any firm wishing to be considered for the contract for the requested services must be properly registered with the Office of the Secretary of State at the time of submission of the RFP. 1.11 OPTIONAL PRE-PROPOSAL CONFERENCE A non-mandatory pre-proposal conference is scheduled to be held virtually on February 13, 2025, at 10:00 a.m. by the Orange County Solid Waste Department. Following is the link to join the meeting. Recycling Processor Virtual Pre-Proposal Conference: Please join my meeting from your computer, tablet, or smartphone. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 7 Microsoft Teams Need help? Join the meeting now Meeting ID: 211 051 678 069 Passcode: v6kD6ei9 At the conference, representatives of the County will be available to answer and explain the intent of this RFP. To the extent possible, the County will answer questions and concerns raised at that time. After the conference and the last day to submit questions, the County will prepare and post an addendum with the answers to the questions, or changes to, the RFP documents that the County deems appropriate for clarification. https://www.orangecountync.gov/bids.aspx PROCUREMENT SCHEDULE The County plans to adhere to the following procurement schedule to the extent possible. Changes to the procurement schedule shall be at the sole option of the County. Table 1 provides the major milestones of the RFP process. Table 1 Procurement Schedule Activity Date RFP Released February 4, 2025 Non-mandatory Pre-Proposal Conference February 13, 2025, at 10:00 am Last Day to Submit Questions February 17, 2025, by 5:00 pm Provide Response to Questions February 24, 2025 Proposals Due March 3, 2025, at 3:00 pm Interview Qualified Contractors TBD Recommendations to Board of County Commissioners TBD Award of Agreement TBD Transition Period TBD Start Services TBD 1.12 CONTRACT TERMS The Agreement will be substantially in the form attached below. The term of the Agreement between County and Contractor will be for an initial five (5) years, proposed to be on or before July 1, 2025, through June 30, 2030. At the close of the initial five (5) year term the contract may be extended at the option of the County and with the agreement of Contractor to include up to two (2) additional two (2) year renewal periods provided that: • Funds are authorized annually by the Board of Orange County Commissioners, and • The Contract is not otherwise terminated through provisions of another clause of the Contract. 1.12.1 Proposal Evaluation and Selection Proposals will be evaluated and selected according to the criteria set forth in Section 3.3. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 8 The selected firm and the County will negotiate a contract. It is intended that the function of the contract negotiations is to reach agreement on a contract based on the scope of services contained in this RFP and on the information contained in the proposal submitted by selected Proposer. Selection committee will submit recommendations to the Board of Orange County Commissioners on the selected Contractor and Contract. Contractor must sign the contract agreement within twenty (20) days after notification of the Board of Orange County Commissioners approval of said recommendations. If, after approval by the Board of Orange County Commissioners, a contract is not signed within a twenty (20) day period, the County reserves the right to terminate all negotiations and select one of the other finalists or issue a new RFP. 1.12.2 Right to Reject Issuance of the "Request for Proposal" does not commit the County to award a contract, to pay any costs incurred in preparation of a proposal to this request, or to procure or contract for service or supplies. The County reserves the right to reject any and all proposals, and to re-advertise. The County may at its option, perform some or all of the services. 1.12.3 Contract Payment Payment will be made by the County to the Contractor within thirty (30) days after the receipt by the County of a complete and accurate invoice for work done which is reasonable and allocable to the Contract and has been performed to the satisfaction of the County. Amounts on invoices shall not include amounts allocated to tasks on which no work has been done. 1.12.4 Adjustments for Change in Scope The County may order changes to the contract within the general scope of services consisting of additions, deletions or other revisions. No claim may be made by the Contractor that the scope of work or that the Contractor’s services have been changed requiring adjustments to the amount of compensation due to the Contractor unless such adjustments have been made by a written amendment to the Contract signed by the County and the Contractor. If the Contractor believes any particular work is not within the scope of the contract, is a material change, or will otherwise call for more compensation to the Contractor, the Contractor must immediately notify the County via electronic mail. The Contractor must provide the amount of additional compensation requested, together with the basis and documentation supporting the claimed amount. 1.13 PURPOSE OF SOLICITATION The purpose of this request for proposals is to obtain a highly qualified Recycling Processor to receive, process and market Recyclables. Service will include receiving recyclables from Orange County Solid Waste (“OCSW”) and to additionally contract for the disposal of waste. The waste disposal bid may be included with any entity proposing to serve as the County’s recycling processor or an entity may submit solely on the waste disposal. Waste Disposal is intended to establish a tipping fee for the County to bring MSW for ultimate disposal and management by the bidder 2. SCOPE OF WORK FOR RECYCLING PROCESSING 2.1 GENERAL INFORMATION OCSW is seeking qualified Responders to provide all facilities, equipment, labor and services required for the processing and marketing of all Single Stream Recyclables and selected other Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 9 source-separated recyclables managed by OCSW and delivered by or on behalf of OCSW to an agreed upon facility. This includes: • All materials that are collected by OCSW collection crews, excluding glass collected as part of the Glass on the Side program (“GOTS”); • All materials that are collected by a private hauler under contract with OCSW (excluding GOTs); and • All materials, excluding GOTS, accepted at and hauled from an OCSW owned or operated Waste and Recycling Center, Convenience Center or Transfer Station Contractors are required to accept recyclables for processing and marketing at an agreed upon facility. Contractor must furnish sufficient facilities, equipment, labor, financial capability, and experience to begin accepting materials from OCSW within 30 days of contract execution but no later than July 1, 2025. Contractor facilities shall maintain safe and efficient procedures for queuing, weighing, unloading, screening, and vehicle departure to assure efficient use of the facility by OCSW. The Contractor shall accept all acceptable recyclable materials delivered to the agreed upon facility. The agreed upon facility shall have sufficient capacity and availability for unloading, storage, transfer, or other processing of materials so as not to impair delivery of materials from OCSW. The Contractor shall: a. have a minimum of 5 years of experience processing co-mingled recyclable material, b. have a minimum of 5 years of experience marketing and selling recyclable material, c. have a minimum of 5 years of technical experience in material recovery and recycling, d. provide sufficient financial information to describe the financial condition and strength of the company, e. provide qualified staff to handle the day-to-day operations of receiving and processing recyclable material, and f. have the necessary facilities, equipment, and employees to operate a Transfer Station or MRF. 2.2 RECYCLABLES DELIVERY Orange County Solid Waste shall have priority consideration in weighing and off-loading materials. The maximum total waiting/tipping time from arrival at the Vendors facility, to departure from the facility, shall not exceed one-half hour per truck. It is the intent of OCSW to deliver recyclables on the same day on which they are collected from curbside. Deliveries from OCSW transfer stations may be made less frequently. At a minimum, the Contractor must be available to receive materials Monday through Saturday from 7:00 am until 4:00 pm, with holiday observances for New Year’s Day, Martin Luther King Jr. Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Orange County Solid Waste shall generally deliver recyclables in a single stream. However, Contractor shall be able to accommodate source separated Old Corrugated Cardboard (OCC) and bulky ridge plastics. Source separated materials shall not be subject to the same expected contamination threshold as single stream recyclables. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 10 2.3 RECYCLABLES MATERIAL QUALITY AND COMPOSITION Orange County Recycling Composition Example GLASS 9.99% UBC 1.20% STEEL 1.09% HDPE Pigment 1.18% HDPE NATURAL 0.81% PET 3.16% Mixed Paper 43.36% Mixed Plastics #3-7 0.85% #11 OCC 28.86% Residue 9.51% OCSW cannot guarantee actual composition. The numbers presented are the composition established via audit by the current recycling processor but are not a guarantee of current single stream commodities; they shall be used to allow the Contractor to provide comparable response to this RFP. The Contractor may utilize these numbers for composition breakdown on contract initiation or sixty (60) days prior to the effective date of the contract, request that the County deliver six (6) tons of material to the Contractors facility that will be used to obtain a current measurement of the composition of program recyclables collected by the County which numbers shall then be used to establish the commodity breakdown. County shall have the right to have staff on sight to monitor the sorting by Contractor undertaken to determine the percentage of materials. MARKETING OF RECYCLABLES The Contractor shall provide or act as a recycling market outlet for materials during the term of the Contract regardless of market fluctuations. The Contractor shall not store or warehouse materials in violation of health and safety standards and shall conform to all requirements provided for by the state and federal agencies. 2.3.1 Processing, Transporting and Marketing The Contractor shall bear all costs associated with processing, transporting and marketing of Recyclable Materials. 2.4 PUBLIC EDUCATION The Contractor will aid OCSW in providing public education services related to the recycling program. Public education assistance shall include the provision of culturally and relevant materials and messages in selected languages. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 11 2.5 SPECIAL EVENTS SPONSORSHIP The Contractor shall sponsor, at no cost to OCSW, three (3) public paper shredding events per calendar year. The event will provide Orange County residents the opportunity to have their documents destroyed onsite. The events will take place at a designated location within the County. Title and ownership of material will pass directly to the Contractor or Contractor’s sub-contractor. Sponsorship shall be provided as a credit on the October invoice each calendar year. 2.6 MEASUREMENT – SCALES The Contractor must have calibrated truck scales to record the weight of all delivered loads. The facility shall have a process to accurately record the weight and time of all deliveries so that material quantities can be accurately weighed and accounted for in reporting and in calculating recycling revenues. 2.7 INSPECTIONS OCSW has the right to make periodic inspections of any facility that the Contractor uses to process material received from the County. 2.8 REPORTING The selected Contractor will be required to provide monthly, and annual reports to OCSW of the total quantities of recyclables accepted and associated processing fees for recyclables and recycling revenues. 2.9 INVOICING / RECYCLING REVENUES The Contractor will provide monthly invoices to OCSW. The Contractor’s invoices will show the detailed calculation of the Fee/Rebate formula, with current, accurate values, documenting the fee owed or rebate due. The invoice shall explicitly list the following elements for single stream recyclables: • Current month average market values (AMV) • Revenue Share • Processing Fee • Contamination Handling Fee, if any. The invoice value for single stream recyclables shall be calculated by the following formula: (Processing Fee)/Rebate per Ton = (Revenue Share % x AMV) - Processing Fee. Average Market Value or “AMV” means the aggregate value of the bundle of Single Stream Recyclables, source separated OCC, or source separated Bulky Rigid Plastics according to the market index used to determine the revenue paid by the Contractor to OCSW. For purposes of the Agreement, the index used will be the Southeast USA regional average commodity prices (U.S. Dollars per Ton), which can be found in RecyclingMarkets.net. Contamination Handling Fee: The fee to process and dispose of contaminants contained in inbound deliveries. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 12 Processing Fee means the dollar ($) amount per ton charged on all recyclables delivered by OCSW to the Contractor. Rebate means the amount of money owed by the Contractor to OCSW if the payment formula finds the value of the revenue share exceeds the processing fee and contamination handling fee. Revenue Share means the percentage of AMV to be reimbursed to OCSW. OCC means Old Corrugated Cardboard, grade PS 11 baled, F.O.B. seller’s dock Fee Calculation Example Note: The AMV Calculation tables on the following page are used for estimation purposes only. Processing Fee: A Processing Fee of _______________________________ dollars ($____.____) per ton shall be charged on 100% of the inbound tonnage delivered. Revenue Share: Vendor shall pay Orange County Solid Waste ______________________________ percent (____ %) of the amount of the AMV remaining after deducting Processing Fees, for each Ton of inbound Program Recyclables delivered during that month. The Revenue Share shall be fixed for the life of the contract. Contractor’s Response: Please note this calculation is for proposal evaluation purposes only. Actual fees charged or revenue paid to Orange County Solid Waste shall be based on the inbound tonnage delivered by Orange County to the selected facility, and is subject to fluctuation in market values. For example, for a Vendor who bids a Processing Fee of $80/ton, a Contamination Disposal Fee of $30/ton, and a 80% Revenue Share would calculate the Fee charged or Rebate offered in the following manner: Fee Calculation Example (Fee) Rebate per Ton = (Revenue Share x AMV) - (Contamination Handling Fee x Contamination Rate) - Processing Fee = (80% x 87.46) - ($30.00 x 9.51%) -$104.44 = ($37.33 /Ton) Fee Paid by Orange County to Contractor. Please NOTE: The County operates a “Glass on the side program”. Glass collected separately will not be sent to the recycling processor. Glass included in single stream is currently estimated to make up 9.99% of the County’s single stream recycling. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 13 Commodity Price Chart Material Type Allocation Percent Price per ton AMV per ton Glass 9.99% ($28.97) ($2.89) UBC 1.20% $1,289.12 $16.78 Steel 1.09% $160.83 $1.76 HDPE Pigment 1.18% $158.08 $1.86 HDPE Natural .81% $1,323.01 $10.73 PET 3.16% $386.16 $12.20 Mixed Paper 43.36% $57.20 $23.37 Mixed Plastics #3-7 85% ($57.43) ($0.49) #11 OCC 28.86% $102.60 $29.60 Residual 9.51% ($57.43) ($5.46) 100% $87.46 2.10 Considerations for the Future The decision to make any of the proposed changes to County’s recycling program is per the County’s discretion, and is dependent upon approval of budgetary increase. 3. PROPOSAL REQUIREMENTS FOR RECYCLING PROCESSOR Submitted proposal must follow the following order and format: 3.1 PROPOSAL SUBMITTAL Vendors shall populate all attachments of this RFP that require the Vendor to provide information and include an authorized signature where requested. Vendor RFP responses shall include the following items and those attachments should be arranged in the following order: 3.1.1 Introduction • This section must include a brief statement of Proposer’s Company Background, Contact Information, Federal ID number, and must include the signature of an individual who is authorized to bind the Proposer contractually (Services Agreement RFP/RFQ). 3.1.2 Statement of Understanding of Services Sought by County – This section must include a statement of Proposer’s understanding of the services being sought by the County, and include a description of Scope of Work for accepting and processing recyclables. 3.1.3 Materials Accepted for Recycling Provide a detailed list, with pictures, of items accepted and not accepted as part of the collection program. ONLY materials that the processor can and will recycle should be included on the list. For example, if there is not a known available market for clamshells, they should not be included in the acceptable list. 3.1.4 Subcontractors This section must include a description of the proposed involvement of subcontractors, including potential uses and responsibilities. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 14 3.1.5 Data Management Contractor’s data management system for acquiring and tracking customer and materials data. Also includes what method will be utilized to provide accurate reports by material to the County. 3.1.6 Current/Past Experience and References This section must include a description of Contractor’s current and past experience providing services similar to those that the County seeks. This section must include a list of clients to whom similar services have been provided within the past three (3) years. The list of clients must include accurate name, phone number, and email address of contact person. Current and / or past clients may be asked by County to provide reference for Proposer. 3.1.7 Technical Expertise This section must include a description of Contractor’s technical expertise in the processing and marketing of recyclables. Include in this section an explanation of Contractor’s knowledge and understanding of applicable laws, rules and regulations and experience working with relevant regulatory agencies. 3.1.7.1 Experience of Key Personnel and experience of subcontractors 3.1.8 Transition Plan Include detailed transition plan from current recycling processor that describes plans and schedule of events for the provision of services. The transition plan will serve as an attachment to the approved contract once approved by the County. 3.1.9 Facilities to be used to process / manage collected recyclable materials. 3.1.10 Pricing Firms may submit the pricing proposal for Option 1- Recycling Proposal, Option 2-MSW Management Proposal or both. This section should contain ____2____ subsections, as follows: • Pricing Proposal – See Attachment B. • Contaminants Proposal- Please include listing of the items that will be classified as contaminants. Please include method that will be used to identify, and document loads exceeding allowable contamination. 3.1.11 Financial Capability and Insurance – This section must include an indication of financial capability for handling services to be delivered, including Insurance Coverage Insurance coverage requirements are listed in the County Contract, Services Agreement RFP/RFQ. 3.1.12 E-Verify affidavit. Include a notarized copy in your proposal. 3.1.13 Iran Divestment Act Certification (Attachment A) 3.1.14 See attached Orange County Non-Discrimination Ordinance. Complete the attached Orange County Nondiscrimination Certification and include it with your submittal. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 15 3.1.15 Orange County supports a living wage of $ ___17.65______per hour. Please indicate on the bid form whether any workers on this job will make less than $_17.65_____ per hour. Complete the attached Orange Living Wage Contractor Policy and include it with your submittal. 3.1.16 Addendum Acknowledgement (Attachment C) 3.1.17 Supplemental Vendor Information: Historically Underutilized Businesses form. Complete the form and include it with your submittal. 3.2 PROPOSAL ACCEPTANCE Any incomplete proposal or proposal deviating from the required format may, at the County’s sole discretion, be eliminated by the County. 3.3 SELECTION PROCESS A selection committee shall be established by the County to review responses. The following will be the screening criteria. Order below is not indicative of priority. • Understanding of and familiarity with services sought by the County-10% • Experience of Key Personnel and experience of subcontractors-5% • Contractor’s technical expertise, knowledge, and understanding of applicable laws, rules, and regulations-10% • Cost of Services-40% • Facilities to be used to process / manage collected recyclable materials-20% • Financial capacity for handling services, including insurance coverage, and Contractor’s ability to protect County from liability -10% • References-5% After ranking the Contractor on the above criteria, interviews may be conducted. The committee’s recommendation, along with a negotiated contract will be submitted to the Orange County Board of Commissioners for approval. 4. SCOPE OF WORK for MUNICIPAL SOLID WASTE DISPOSAL 4.1 GENERAL INFORMATION OCSW is seeking qualified Responders to provide all facilities, equipment, labor and services required for the disposal of Municipal Solid Waste managed by OCSW and delivered by or on behalf of OCSW to an agreed upon facility. This includes: • All materials that are collected by OCSW collection crews, • All materials that are collected by a private hauler under contract with OCSW and • All materials, accepted at and hauled from an OCSW owned or operated Waste and Recycling Centers, Convenience Center or Transfer Station. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 16 Contractors are required to accept MSW materials at an agreed upon facility. Contractor must furnish sufficient facilities, equipment, labor, financial capability, and experience to begin accepting materials from OCSW within 30 days of contract execution but no later than July 1, 2025. Contractor facilities shall maintain safe and efficient procedures for queuing, weighing, unloading, screening, and vehicle departure to assure efficient use of the facility by OCSW. The Contractor shall accept all MSW materials delivered to the agreed upon facility. The agreed upon facility shall have sufficient capacity and availability for unloading, storage, transfer, or other disposal of materials so as not to impair delivery of materials from OCSW. The Contractor shall: a. have a minimum of 5 years of experience disposal of MSW material, b. have a minimum of 5 years of technical experience in the disposal of MSW material, c. provide sufficient financial information to describe the financial condition and strength of the company, d. provide qualified staff to handle the day-to-day operations of receiving and disposal of material, and e. have the necessary facilities, equipment, and employees to operate a Transfer Station or other facility to accept MSW material from OCSWM facilities. 4.2 MSW DISPOSAL Orange County Solid Waste shall have priority consideration in weighing and off-loading materials. The maximum total waiting/tipping time from arrival at the Vendors facility, to departure from the facility, shall not exceed one-half hour per truck. It is the intent of OCSW to deliver MSW on the same day on which they are collected from all locations mentioned in the list of all materials accepted under 4.1. At a minimum, the Contractor must be available to receive materials Monday through Saturday from 7:00 am until 4:00 pm, with holiday observances for New Year’s Day, Martin Luther King Jr. Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Orange County Solid Waste shall generally deliver the MSW to the vendor facility. The Contractor shall provide or act as MSW disposal facility for the materials during the term of the Contract. The Contractor shall not store or warehouse materials in violation of health and safety standards and shall conform to all requirements provided for by the state and federal agencies. 4.3 PROCESSING, TRANSPORTING AND MARKETING The Contractor shall bear all costs associated with disposal when materials are delivered to the vendor facility. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 17 4.4 MEASUREMENT – SCALES The Contractor must have calibrated truck scales to record the weight of all delivered loads. The facility shall have a process to accurately record the weight and time of all deliveries so that material quantities can be accurately weighed and accounted for in reporting and in calculating recycling revenues. 4.5 INSPECTIONS OCSW has the right to make periodic inspections of any facility that the Contractor uses to dispose material received from the County. 4.6 REPORTING The selected Contractor will be required to provide monthly, and annual reports to OCSW of the total quantities of MSW tons accepted and associated disposal fees. 4.7 INVOICING The Contractor will provide monthly invoices to OCSW. The Contractor’s invoices will show the detailed calculation of the disposal Fee owed. The invoice shall explicitly list the following elements for MSW Disposal: • Current month tonnage disposed per day • Rate per ton per day • Disposal fee per day • Summary of total tons per month • Invoice shall be sent electronically to AP address 4.9 CONSIDERATIONS FOR THE FUTURE The decision to make any of the proposed changes to County’s disposal program is per the County’s discretion and is dependent upon approval of budgetary increase. 4.10 PROPOSAL REQUIREMENTS for MSW Submitted proposal must follow the following the same order and format as listed in sections 3.1 of this RFP. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 18 ATTACHMENT A - IRAN DIVESTMENT ACT CERTIFICATION Required By N.C.G.S. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 19 ATTACHMENT B - PRICE PROPOSAL Option 1 - Recycling Proposal: Processing Fee: A Processing Fee of $____.____per Ton shall be charged on 100% of the inbound tonnage delivered. Contamination Handling Fee: A contamination handling fee to process and dispose of contaminants contained in inbound deliveries will be$___.___ per Ton. Revenue Share: Vendor shall pay Orange County Solid Waste ____ %of the amount of the AMV remaining after deducting Processing Fees, for each Ton of inbound Program Recyclables delivered during that month. The Revenue Share shall be fixed for the life of the contract. Corrugated Cardboard Pricing: Old Corrugated Cardboard (OCC): The County provides separated OCC collection from schools and commercial businesses. The Vendor shall provide a per ton rate calculated at $_______ of the Southeast USA regional average prices per Corrugated Containers (PS11) first posted less $_______ vendor processing Fee. Option 2 - Municipal Solid Waste Management Proposal: Transfer Station Tipping Fee for MSW brought to facility by County separate from Recycling: Vendor shall allow Orange County to bring MSW to their transfer station located at: __________________________________________________________________ Orange County shall be charged a Tipping Fee per ton of: $________________________________ Tipping Fee will be set for __________ years and shall not increase more than _____ % per year thereafter. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 20 ATTACHMENT C- ADDENDUM ACKNOWLEDGEMENT Vendor must initial next to each addendum in order to verify acknowledgement: Addendum #1_____________ Addendum #2_____________ Addendum #3___________ Addendum #4_____________ Addendum #5_____________ Addendum #6___________ Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 STATE OF NORTH CAROLINA AFFIDAVIT ORANGE COUNTY ************************** I, ____________________________(the individual attesting below), being duly authorized by and on behalf of ________________________________ (the entity bidding on project hereinafter "Employer") after first being duly sworn hereby swears or affirms as follows: 1. Employer understands that E-Verify is the federal E-Verify program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law in accordance with NCGS §64-25(5). 2. Employer understands that Employers Must Use E-Verify. Each employer, after hiring an employee to work in the United States, shall verify the work authorization of the employee through E-Verify in accordance with NCGS§64-26(a). 3. Employer is a person, business entity, or other organization that transacts business in this State and that employs 25 or more employees in this State. (mark Yes or No) a. YES _____, or b. NO _____ 4. Employer's subcontractors comply with E-Verify, and if Employer is the winning bidder on this project Employer will ensure compliance with E-Verify by any subcontractors subsequently hired by Employer. This ____ day of _______________, 20__. Signature of Affiant Print or Type Name: _________________________ State of North Carolina, _________ County Signed and sworn to (or affirmed) before me, this the _____ day of ________________, 20__. My Commission Expires: Notary Public (Affix Official/Notarial Seal) Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 ORANGE COUNTY NONDISCRIMINATION CERTIFICATION The undersigned bidder or proposer hereby certifies and agrees that the following information is correct: 1. In preparing its enclosed bid or proposal, the undersigned bidder or proposer has considered all bids and proposals submitted from qualified, potential subcontractors and suppliers, and has not engaged in discrimination as defined in Section 12-52 of the Orange County Non-discrimination Ordinance. 2. Without limiting any other remedies that Orange County may have for a false certification, it is understood and agreed that, if this certification is false, such false certification will constitute grounds for Orange County to reject the bid or proposal submitted with this certification, and terminate any contract awarded based on such bid or proposal. It shall also subject the bidder or proposer to disqualification from participating in county contracts or bid processes for up to two years. 3. As a condition of contracting with Orange County, the undersigned bidder or proposer agrees to promptly provide to Orange County all information and documentation that may be requested by Orange County from time to time regarding the solicitation and selection of suppliers and subcontractors in connection with this solicitation process. Failure to maintain or failure to provide such information constitutes grounds for Orange County to reject the bid or proposal and to terminate, without penalty to Orange County, any contract awarded on such bid or proposal. All such information and documentation shall be maintained for a period of three years after the expiration of the contract. 4. As part of its bid or proposal, the undersigned bidder or proposer shall provide to Orange County a list of all instances within the past ten years where a complaint was filed or pending against bidder or proposer in a legal or administrative proceeding alleging that bidder or proposer discriminated against its subcontractors, vendors, suppliers, or commercial customers, and a description of the status or resolution of that complaint, including any remedial action taken. 5. As a condition of submitting a bid or proposal to Orange County the undersigned bidder or proposer agrees to comply with the Orange County Non-discrimination Ordinance. Falsification of this certification shall constitute a violation of the Orange Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 County Non-Discrimination Ordinance and shall be grounds for rejection of the bid or proposal or termination of an existing contract, without fault or further obligation to Orange County. 6. As a condition of submitting a bid or proposal to Orange County the undersigned bidder or proposer agrees that Orange County may consider the information submitted as part of this certification in its determination of the responsibility of the undersigned bidder or proposer. The undersigned bidder or proposer, as the case may be, waives the right to challenge the rejection of a bid or proposal when such rejection is based, in its entirety, on information submitted as part of this certification. The bidder or proposer certifies the undersigned has full authority to sign on its behalf. By:________________________________________ ___________________________________________ Printed Name and Title On behalf of _________________________________ ___________________________________________ Company or Corporate name Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Section I: General Government and Administration Policy 10.0: Living Wage Contractor Policy Reviewed by: County Attorney/County Manager Approved by: County Manager Original Effective Date: April 21, 2016 Revisions: August 1, 2016 Policy Statement It is the policy of Orange County to ensure its employees, and all individuals who provide services for Orange County, are paid a living wage. Purpose To encourage all vendors and contractors to pay a living wage to all employees who perform work pursuant to a contract with Orange County. Applicability Applies to all Orange County contracts and purchases. Policy 10.1 Living Wage 10.1.1 Orange County is committed to providing its employees with a living wage and encourages all contractors and vendors doing business with Orange County to pursue the same goal. Orange County’s living wage is as reflected in the adopted Orange County Budget and as that budget document is amended from time to time. To the extent possible, Orange County recommends that contractors and vendors seeking to do business with Orange County provide a living wage to their employees. 10.1.2 Prior to final execution of a contract with Orange County all contractors and vendors seeking to do business with Orange County shall submit to the County’s representative a statement indicating whether those employees who will perform work on the Orange County contract are paid at least the living wage amount set out above. If such employees do not make at least the living wage amount set out above the contractor or vendor shall indicate in the statement, the actual amount paid to such employees. For bid projects this statement should be submitted as part of the bid packet. This policy may be reviewed annually and updated as needed by the Manager’s Office Acknowledged Receipt by: Company Name: Date: __ Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Supplemental Vendor Information: HISTORICALLY UNDERUTILIZED BUSINESSES Vendor Name: ____________________________________________________ Date: _________ Per G.S. 143-128.4, Historically Underutilized Businesses (HUBs) consist of minority, women and disabled business firms that are at least fifty-one percent (51%) owned and operated by an individual(s) who are members of the following groups: Black, Hispanic, Asian American, American Indian, Female, Disabled, Disadvantaged. The Vendor shall respond to question No 1 and No 2 below. 1)Is Vendor a Historically Underutilized Business? Yes No If yes, please select from the following: Ethnicity: Gender Disabled Black Male Yes Hispanic Female No Asian American American Indian 2)Is Vendor Certified with North Carolina as a Historically Underutilized Business? Yes No If so, state HUB classification: _______________________________________________________ Any questions concerning NC HUB certification, contact the North Carolina Office of Historically Underutilized Businesses at (919) 807-2330. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 1 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this day of , 20 , (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and , (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement (“Agreement”) is for services to be rendered by Provider to County with respect to (insert type of project): ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 3 i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County’s Request for Proposals or Request for Qualifications (the “RFP”) “RFP Number for “ ” issued , 20 , and the Provider’s proposal, which are fully incorporated and integrated herein by reference together with Attachments (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County’s RFP together with attachments, Provider’s Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider’s failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from to . b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 4 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be . 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services is Dollars ($ ). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County’s acknowledgement of the satisfactory completion of Task one. Upon the County’s acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated ( ) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) If Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 5 County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 6 relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 7 Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 8 Orange County Provider’s Name & Address Attention: P.O. Box 8181 Hillsborough, NC 27278 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ By: __________________________________ Printed Name and Title Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Vendor Contact Person: Phone: Address: City State: Zip: Department: Amount: Purpose: Budget Code(s): Vendor # Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date End Date Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content . Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County Minimum Insurance Coverage Requirements Note: An Exception or Waiver of Minimum Coverage may only be granted at the discretion and approval of Risk Management based on assessment of risk posed to the county. Coverage Low Risk Profile Standard Risk Profile High Risk Profile Specialty Encroachment Premises Lease Commercial General Liability Products/Completed Operation Explosion, Collapse & Underground (XCU) $1,000,000/$2,000,000 Per accident As above $1,000,000/$2,000,000 As Above If any, Limit to be determined. $1,000,000/$2,000,000 As above If any, TBD. $1,000,000* As Above If any, TBD. $1,000,000 $1,000,000 Automobile Liability $1,000,000 (CSL) Per occurrence $1,000,000* $1,000,000* $1,000,000* N/A N/A **Workers’ Compensation Statutory Statutory Statutory Statutory N/A Statutory **Employer’s Liability 100/500/100 500/500/500* 500/500/500 500/500/500* N/A 100/500/100 ** Waiver of Subrogation on WC Required if available Required if available Required Required N/A N/A Umbrella Liability $1,000,000 $2,000,000 $2,000,000+ $9,000,000+ N/A N/A Professional Liability may be required on a risk profile depending on nature of services provided by contract. Coverage required for professional service such as accountant, attorney, architect, design, engineering, health care and most consultants. $1,000,000 per occurrence $1,000,000 TBD TBD N/A N/A Sexual Misconduct (Sexual Abuse/Molestation) may be required for contractors working directly one-on- one with children and elderly or in overnight sheltering capacities. $1,000,000/$2,000,000 $1,000,000/$2,000,000 TBD TBD N/A TBD Cyber Liability may be required for contractors having access to personal identifying information, and/or computer networks. $1,000,000/$2,000,000 TBD TBD TBD N/A Environmental/Pollution Liability required if demolition, use of N/A $1,000,000 $1,000,000+* $1,000,000+* N/A N/A Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County Minimum Insurance Coverage Requirements Note: An Exception or Waiver of Minimum Coverage may only be granted at the discretion and approval of Risk Management based on assessment of risk posed to the county. hazardous material or environmentally sensitive Fidelity Bond (loss of money or other property due to dishonest acts). Only for contracts such as Banking, Janitorial, Fundraising, TPA’s and similar, ETA TBD Amount depends on exposure to loss TBD TBD N/A N/A Other Coverage As required TBD TBD TBD TBD N/A N/A Bid, Performance & Payment Bonds TBD TBD TBD TBD N/A N/A *A combination of Umbrella/Excess and primary limit may be used to provide coverage for the amount shown. ** Workers’ Compensation is required if the contractor/vendor has employees. Owner Waiver is acceptable for a Sole Proprietor. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 ATTACHMENT II ADDITIONAL TERMS AND CONDITIONS FOR RECYCLING SERVICES In the event a conflict exists between the Agreement and these Additional Terms and Conditions, the Additional Terms and Conditions shall govern and control. 1. QUANTITY AND QUALITY: During the term of the Agreement, Provider shall take and County agrees to provide one hundred percent (100%) of County’s single stream recyclables, and old corrugated containers, but not including source separated glass (“Recyclables”). County will provide Recyclables in accordance with Exhibit R (“Specifications”). Recyclables specifically exclude, and County agrees not to deposit or permit the deposit for collection of, any waste tires, radioactive, volatile, corrosive, flammable, explosive, biomedical, infectiou s, bio-hazardous, regulated medical or hazardous waste, toxic substance or material, as defined by, characterized or listed under applicable federal, state, or local laws or regulations, or chemical or other properties that are deleterious or capable of causing material damage to any part of Provider’s property, its personnel or the public or materially impair the strength or the durability of the Provider’s structures or equipment, or any materials containing information (in hard copy or electronic format, or otherwise) which information is protected or r egulated under any local, state or federal privacy or data security laws, including, but not limited to t he Health Insurance Portability and Accountability Act of 1996, as amended, or other regulations or ordinances or other waste not approved in writing by Provider (collectively, “Excluded Materials”). Title to and liability for Excluded Materials shall remain with County at all times. Title to Recyclables provided by County to Provider is transferred to Provider upon Provider’s receipt or collection unless otherwise provided in this Agreement or applicable law. Provider may reject in whole or in part, Recyclables containing more than forty percent (40%) non -Recyclables, including wet material, or any Excluded Materials. For loads containing more than fifteen percent (15%) non -Recyclables (or loads containing more than thirty percent (30%) non-Recycling which Provider chooses to process) County shall pay a conta mination charge of $155.00 per ton for each ton (or part thereof) of non-Recyclables in excess of fifteen percent (15%) and additional charges may apply for Excluded Materials that are not rejected. Provider reserves the right at its sole discretion upon notice to County to discontinue acceptance of any category of Recyclables as a result of market conditions related to such materials and makes no representations as to the recyclability o f the materials which are subject to this Agreement. Provider will make best efforts to ensure speedy unloading time and priority services. Provider will with County to identify slower traffic times during specific days of the week to assist with efficient unloading of materials . 2. RECYCLABLE VALUE: The value of the Recyclables meeting the Specifications shall be as set forth on Exhibit R -1. The initial composition of the Recyclables shall be as set forth below. Thereafter, within ninety (90) days of execution of this Agreement, and no more than annually, P rovider shall perform composition studies of the single stream recyclables to determine the percentage of each commodity in County’s Recyclables and may revise the amount payable or chargeable to County to reflect the actual composition of County’s Recyclables. County acknowledges that the value of the Recyclables may be negative. The method to be used for the composition studies will be consented to by the County, which consent shall not be unreasonably withheld or delayed. The County may be present at such time as a st udy is conducted. Initial Composition: 3. PAYMENTS; CHARGES; ADJUSTMENTS: Upon receipt of an invoice, County shall pay for the services furnished by Provider in accordance with this Agreement, as such charges may be adjusted over the term of this Agreement as noted herein (the “Charges”). State and local taxes, if applicable, will also be added. Where the value is positive for the Recyclables, Provider shall pay County on or about the last day of each month for Recyclables purchased during the preceding month, after deduction of any Charges owed to Provider by County for services performed hereunder. Provider reserves the right to increase the Charges payable by County, including the Processing Fee and Excess Contamination Fee or reduce the rebate to County during the term: (a) for any changes or modifications to, or differences between, the actual services provided by Provider to County and the agreed upon services, and (b) to cover increased costs due to uncontrollable circumstances, including, without limitation, changes in local, state or federal laws or regulations, impositio n of taxes, fees or surcharges or acts of God such as floods, fires, hurricanes and natural disasters . Any increase in Charges enumerated above may include a reasonable amount for Provider’s operating or gross profit margin. In the event Provider adjusts the Charges as provided in this Section, County and Provider agree that this Agreement as so adjusted will continue in full force and effect for the remaining term. Any County invoice balance not paid within thirty (30) days of the date of invoice is subjec t to a late fee, and any County check returned for insufficient funds is subject to a Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 NSF fee, both to the maximum extent allowed by applicable law. In the event that payment is not made when due, Provider retains the right to suspend service until the past due balance is paid in full. In the event that service is suspended in excess of fif teen (15) days, Provider may terminate this Agreement for such default and recover any equipment and containers. 4. SERVICE: Service arrangements shall be as agreed between Provider and County. County shall deliver Recyclables at County’s expense, to Provider’s facility located at 10415 Globe Rd, Morrisville, NC 27560 (“Facility”) during the Facility’s operating hours, Monday through Friday, excluding holidays specified by the Facility. All Recyclables must be delivered in self -dumping trucks and will be weighed in and out by Provider at the Facility. 5. ACCESS: County shall provide unobstructed access to the containers on the scheduled collection day. County shall pay, if charged by Provider, an additional fee for any service modifications caused by or resulting from County’s failure to provide access. County warrants that County’s property is sufficient to bear the weight of Provider’s equipment and vehicles and that Provider shall not be responsible for any damage to the County’s property resulting from the provision of service. 6. SPECIAL EVENTS PARTICIPATION: WM will reimburse the County up to $5,000 per year of each year of the Agreement. This sponsorship can be used for shred events, or other educational or community outreach programs determined by the County. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 EXHIBIT R SPECIFICATIONS SINGLE STREAM RECYCLABLES SPECIFICATIONS RECYCLABLES must be dry, loose (not bagged), unshredded, empty, and include ONLY the following: NON-RECYCLABLES include, but are not limited to the following: Plastic bags and bagged materials (even if containing Recyclables) Microwavable trays Porcelain and ceramics Mirrors, window or auto glass Light bulbs Coated cardboard Soiled paper, including paper plates, cups and pizza boxes Plastics not listed above including and unnumbered plastics, including utensils Expanded polystyrene Coat hangers Glass and metal cookware/bakeware Household appliances and electronics Hoses, cords, wires Yard waste, construction debris, and wood Flexible plastic or film packaging and multi-laminated materials Needles, syringes, IV bags or other medical supplies Food waste and liquids, containers containing such items Textiles, cloth, or any fabric (bedding, pillows, sheets, etc.) Excluded Materials or containers which contained Excluded Materials Napkins, paper towels, tissue, paper plates, and paper cups Any paper Recyclables or pieces of paper Recyclables less than 4” in size in any dimension Propane tanks, fuel cannisters Batteries DELIVERY SPECIFICATIONS: Material delivered by or on behalf of County may contain no more than fifteen percent (15%) Non -Recyclables and may contain no Excluded Materials. LOOSE OLD CORRUGATED CONTAINERS SPECIFICATIONS County represents and warrants that it shall provide old corrugated containers (“OCC”) in accordance with the most current ISRI Scrap Specifications Circular: Guidelines for Nonferrous Scrap, Ferrous Scrap, Glass Cullet, Paper Stock, Plastic Scrap and any ame ndments thereto or replacements thereof for OCC#11 (“Specifications”) . ISRI Scrap Specification for OCC#11 Consist of corrugated containers having liners of either test line, jute or kraft. Prohibitive Materials may not exceed 1% Total Outthrows may not exceed 5% Outthrows is defined as: all papers that are so manufactured or treated or are in such a form as to be unsuitable for consum ptions as the grade specified. Prohibitive Materials is defined as: (a) any material which by their presence in a packaging of paper stock, in excess of the amount allowed, will make the packag ing useable as the grade specified. (b) any materials that may be damaging to equipment. (c) all sorted recovered paper stock must be free of food debris, medical or hazardous wastes and poisonous or other harmful substances or liquids. (d) wax is a prohibitive unless accepted and pre-approved by the Buyer. Note: The maximum quantity of outthrows indicated in connection with the grade definitions is understood to be the TOTAL of Outthrows and Prohibitive Materials. Aluminum cans Newspaper PET bottles with the symbol #1 – with screw tops only Mail HDPE plastic bottles with the symbol #2 (milk, water bottles detergent, and shampoo bottles, etc.) Uncoated paperboard (ex. cereal boxes; food and snack boxes) Plastic containers with the symbol #3-7, excluding expanded polystyrene, empty Uncoated printing, writing and office paper Steel and tin cans Old corrugated containers/cardboard (uncoated) Glass food and beverage containers – brown, clear, or green Magazines, glossy inserts and pamphlets Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 EXHIBIT R-1 PRICING SINGLE STREAM RECYCLABLES (a) The value of the single stream recyclables meeting the Specifications shall be eighty -five percent (85%) of the Actual Outbound Value, minus the Processing Fee. “Actual Outbound Value” means average price paid to or charged to the processing facility during th e month of delivery of the recyclables less any freight, customs charges, duties, or other charges paid to third parties for the sale of such Recyclables. It shall be conclusively presumed that the composition of the Recyclables delivered to the Provider shall be identical to the composition of all single stream recyclables processed by Provider at the processing facility used, as established from time to time by Provider. Notwithstanding the foregoing, Provider may perform a composition study of the Recyclables to determine the percentage of each commodity in County’s Recyclables and may revise the amount payable or chargeable to County to reflect the actual composition of County’s Recyclables. County acknowledges that the value of the Recyclables may be negative. (b) The initial Processing Fee is $100.25 per ton. OLD CORRUGATED CONTAINERS The value of the loose old corrugated containers meeting the Specifications shall be PPW for OCC#11 minus thirty dollars ($30.00) per ton. “PPW” means the higher of the two Domestic prices for the Southeast Region published by RISI PPI Pulp and Paper Week, first edition of the month, retroactive to the first of the month. If RISI Pulp and Paper Week is no longer reflective of prevailing market conditions or if an alternative publication more accurately reflects such market conditions, then Provider may propose to use any such alternative publication(s) or alternate method to determine the price for wastepaper. The other party’s consent, which shall not be unreasonably withheld, to the use of such alternate publication or method shall be required. County acknowledges that the value of the Recyclables may be negative CHARGES In the event Recyclables contain more than the allowable Non -Recyclables, Provider shall charge and County shall pay an Excess Contamination Fee for the percentage above the allowable Non -Recyclables. The initial Excess Contamination Fee is one hundred fifty-five dollars ($155.00) per ton. The Provider has the right to adjust the Processing Fee and Excess Contamination Fee in accordance with increases in the applicable CPI as calculated below on the anniversary of the Effective Date (“Anniversary Date”). Such CPI adjustments shall be effective on such Anniversary Date and shall be recalculated and effective each Anniversary Date thereafter. The increases to the fees shall be based on the percentage increase in the CPI for the twelve (12) month period ending one month prior to the Anniversary Date. “CPI” me ans the Consumer Price Index-All Urban Consumers (CPI-U), Water, Sewer, and Trash Collection (WST), (Not Seasonally Adjusted, 12-month rolling average) as published by the United States Department of Labor, Bureau of Labor Statistics (1982-1984=100). In the event this CPI is no longer viable or no longer reflective of consumer prices in County’s geographic region, another consumer pricing index or method of adjustment may be used as a replacement for the CPI, subject to the mutual agreement of the parties. Failure by Provider to submit such CPI price adjustment shall not preclude the retroactive implementation of such adjustment as of the Anniversary Date. Notwithstanding the foregoing, no annual increase shall exceed 4.0%. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 ATTACHMENT II These rate structures will be apart of the core pricing amended to the original submission in the RFP as follows: 1. Municipal Solid Waste cost per ton will be charged at $58.94 plus the NC State Deposal tax of $2 per ton. 2. Recycling processing will be 85% of Actual Outbound value minus $100.25 per ton. 3. WST index price adjustments will not exceed 4% annually and will be applied on the second year of the contract term which begins July 1, 2026. 4. WM Recycle America, LLC will sponsor a 2-day shred event up to $5K annually or provide a $5K annual donation (preference is determined by the County). These items will remain in effect for the full term of the contract from July 1, 2025 to June 30, 2030. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 ORANGE COUNTY, NORTH CAROLINA Recycling Processor and/or Municipal Solid Waste Disposal 367-OC5451 March 3, 2025 at 3:00 pm SUBMITTED BY Recycle America Co., L.L.C. & Waste Management of Carolinas, Inc. Redefining Your Expectations CONTACT Joy Jones, Public Sector Area Representative (910) 297-2502 jjones21@wm.com ATTACHMENT III Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Recycle America Co., L.L.C. & Waste Management of Carolinas, Inc. 10415 Globe Road Morrisville, NC 27560 i Cover Letter March 3, 2025 Orange County 405 Meadowlands Rd Hillsborough, NC 27278 Attention: Jovana Amaro, Purchasing Agent Dear Ms. Amaro: WM Recycle America, L.L.C. (WMRA) is beyond pleased to provide the enclosed response to Orange County’s Request for Proposal (RFP) number 367-OC5451 for Recycling Processor and/or Muncipal Solid Waste Disposal. It has been our team’s pleasure to partner with the Orange County staff for the last 4 years to ensure your material has been processed and/or disposed in a transparent manner, while prioritizing safety, environmental, and all government regulations. We hope our partnership history, early start time to accommodate and prioritize the County’s recycling loads, and our enclosed competitive offer allows us the opportunity to work together for another 5 years! WM Recycle America, L.L.C. and Waste Management of North Carolina, Inc. are part of Waste Management, Inc. For purposes of this proposal, WM will be used to collectively refer to Waste Management of North Carolina (Carolinas), Inc. and WM Recycle America, L.L.C., which are all part of Waste Management, Inc. Waste Management is the leading provider of comprehensive waste and environmental services in North America, as well as North America’s largest residential municipal waste recycler operating the largest network of recycling facilities. Companywide, we operate 151 recycling facilities, including 46 single stream recycling facilities that sort and prepare recyclables for end markets. Waste Management has over three decades of experience in creating and implementing single stream recycling initiatives. We were the first major solid waste company to focus on residential single stream and have provided similar recycling processing services to many of the Counties and cities around your community. For this RFP, Waste Management is proposing to continue processing the County’s recyclables at our state-of-the-art material recovery facility (MRF), which is outfitted with up-to-date processing equipment and can be expanded to meet increased needs. We have installed a new AMP scanner and camera system since our initial partnership began in 2019. We continue to welcome representatives from Orange County to visit this facility and see firsthand about our superior operational approach to recycling processing services. WM also proposes to continue accepting the County’s municipal solid waste material into our Transfer Station located at 10411 Globe Rd, Morrisville, NC 27560. During your evaluation, we respectfully request the County compare WM’s partnership history, safety and environmental compliance regulations, transparent pricing structures, and extensive municipal references across NC and the country to other vendors. The County can continue to have the peace of mind knowing you are protected with a trusted partnership. If there are any questions or items requiring clarification, please do not hesitate to contact myself or Joy Jones who will continue to be your contact throughout this process and we look forward to discussing this Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 ii submittal with you in detail. Our WM team respectfully requests an interview during the County’s RFP evaluation process. It is our sincere desire to continue being both your recycle processing and municipal waste disposal service provider and continue to help the County run an efficient recycling program as we have for the last 4 years. Waste Management is excited about the opportunity to extend our partnership with Orange County. Please don’t hesitate to reach out to Joy Jones, Senior Public Sector Account Executive, at (910) 297-2502 | jjones21@wm.com for any questions regarding this proposal. Sincerely, Michael Holbrook, Area Director Public Sector Solutions | (336) 531-3234 | mholbroo@wm.com Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 TABLE OF CONTENTS 1 | INTRODUCTION .......................................................................... 1 Who We Are and What We Do .............................................................................. 1 2 | STATEMENT OF UNDERSTANDING OF SERVICES ............. 4 3 | MATERIALS ACCEPTED ........................................................... 6 Material and Delivery Specifications ...................................................................... 6 4 | SUBCONTRACTORS ................................................................. 8 5 | DATA MANAGEMENT ................................................................ 9 6 | CURRENT AND PAST EXPERIENCE ..................................... 11 7 | TECHNICAL EXPERTISE ......................................................... 14 Local Recycling Experience and Capabilities ..................................................... 14 Material Markets ................................................................................................... 15 8 | TRANSITION PLAN................................................................... 19 Commitment to a Successful, Stress-Free Service Transition .......................... 19 9 | FACILITIES ................................................................................ 20 10 | PRICING ................................................................................... 24 Pricing Proposal – Attachment B ......................................................................... 24 Contaminants Proposal ........................................................................................ 25 11 | FINANCIAL CAPABILITY AND INSURANCE....................... 26 Financial Strength: The Foundation for Our Commitment ................................. 27 12 | E-VERIFY AFIDAVIT ............................................................... 28 13 | IRAN DIVESTMENT ACT CERTIFICATION .......................... 29 14 | NONDISCRIMINATION CERTIFICATION ............................. 30 15 | LIVING WAGE ACKNOWLEDGEMENT ............................... 31 16 | ADDENDA ACKNOWLEGEMENT ........................................ 32 17 | SUPPLEMENTAL VENDOR INFO & RFP FORMS .............. 33 Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 1 1 | INTRODUCTION This section must include a brief statement of Proposer’s Company Background, Contact Information, Federal ID number, and must include the signature of an individual who is authorized to bind the Proposer contractually (Services Agreement RFP/RFQ). Who We Are and What We Do At Waste Management, we place our customers at the center of what we do every day. We are a team of more than 45,000 employees motivated by a desire to go above and beyond for our nearly 20 million municipal, commercial, industrial, and residential entities throughout North America for whom we provide a range of environmental solutions, including collection, recycling, disposal, and renewable energy production. To serve our diverse customer base, we have developed the industry’s largest network of collection operations, transfer stations, and recycling and disposal facilities. Unmatched in geographical reach and ability, our network enables us to manage every aspect of our customers’ waste streams. But, our broad geographical coverage and depth of experience allow us to do so much more. With our team of in-house environmental experts, we assist customers with customized sustainability plans. In response to natural disasters or unforeseen needs, we provide almost immediate support to customers by quickly assembling emergency collection services. And, as North America’s leading post-consumer recycler, we navigate a complex international commodity market to safeguard the long-term viability of our customers’ recycling programs. For many customers, the authenticity of who we are and the depth of what we do make us more than just a service provider. We strive to be a long-term partner that our customers can trust by doing things the right way, every day. Our Core Services - Redefining Your Expectations We are pushing the boundaries of what you can expect from your environmental services provider. A sampling of our services and sustainable technologies include: Recycling: We have been leading change in the recycling industry for over three decades. We work closely with our customer partners throughout North America to expand access to recycling, and in Every day, each of our more than 45,000 employees goes above and beyond what is expected to find what is possible. See how by clicking or going to: bit.ly/31ymNIC Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 2 2019 we processed 15.5 million tons of recyclables. This number represents a 55 percent increase in recycling tons processed since 2010. Organics: We operate a nationwide network of 40 organics recycling facilities, including co-digestion and composting facilities. In 2019, Waste Management processed more than 3.5 million tons of source-separated organic materials, including yard trimmings, food waste, and biosolids. Waste-Based Energy: At our 124 landfill gas-to-energy (LFGTE) facilities, we capture methane and use it as an alternative to fossil fuel-generating electricity that is sold to local utilities and also converted into natural gas fuels. Renewable natural gas produced from processed landfill gas now fuels 33 percent of our natural gas fleet. Hard-to-Handle Materials: We offer several programs to help our customers dispose of hard-to- handle waste streams, including paint, automotive products, flammable and combustible items, batteries, electronic, and medical wastes. Advancement of New Technologies: We are dedicated to finding solutions to the problems of tomorrow, today. That is why we are making meaningful investments in companies focused on transforming materials such as solid waste into biofuels and renewable chemicals. Waste Management At-a-Glance (data represents Waste Management’s most recently published information) Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 3 WM Raleigh MRF Information Company Name and Location Lakeville Recycling, L.P. 10415 Globe Rd., Morrisville, NC 27560 Federal Tax Number 72-154191 Project Manager for this Proposal Joy Jones, Senior Public Sector Account Executive (910)297-2502 | jjones21@wm.com Signature Authority Mike Holbrook, Area Director Public Sector (336)531-3234 | mholbroo@wm.com WM Raleigh Transfer Station Information Company Name and Location Waste Management of Carolinas, Inc. 10411 Globe Rd., Morrisville, NC 27560 Federal Tax Number Project Manager for this Proposal Joy Jones, Senior Public Sector Account Executive (910)297-2502 | jjones21@wm.com Signature Authority Mike Holbrook, Area Director Public Sector (336)531-3234 | mholbroo@wm.com Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 4 2 | STATEMENT OF UNDERSTANDING OF SERVICES This section must include a statement of Proposer’s understanding of the services being sought by the County, and include a description of Scope of Work for accepting and processing recyclables. As the industry leader and pioneer in single-stream recycling technology, Waste Management looks forward to continue providing processing and disposal services Orange County. Waste Management will continue to receive and process all County-generated single-stream recyclable materials at our existing MRF. This facility has ample queuing, parking, processing and storage capability, and can effectively accommodate all incoming and outgoing County vehicles. Waste Management will supply all labor, equipment, and tools necessary to effectively perform the scope of services. We will accept single stream recyclable materials delivered by County between the hours of 7 a.m. to 4 p.m. local time, Monday through Saturday and other days or times as may be mutually agreed upon by the County and Waste Management. Our provided times match the RFP, but WM will continue to work with the County on operations as we have over the last 4 years. We will continue to make all effort to minimize wait times for the County’s trucks when they are delivering receiving recyclable materials. We will receive, sort, process, and market all recyclable material delivered by the County which includes, but is not limited to, the following marketable commodities: Acceptable Recyclable Materials Cardboard/OCC Paperboard Mixed paper, including mail, inserts, catalogs, magazines, etc. Telephone books Metals, including aluminum, steel, and tin (food/beverage cans) Jars and glass, including clear, green, and brown Plastics 1 through 7, except Styrofoam Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 5 Waste Management will sort and process the materials to a quality that meets or exceeds secondary market conditions to maximize diversion and will utilize industry best management practices to maximize recyclable material processing throughput and quality. All residuals will be delivered to Waste Management’s landfill. Waste Management, and not the County, will be responsible for associated disposal fees. In the unlikely event that we are unable to receive, process, and market recyclable materials delivered by the County to our facility, Waste Management will, at its sole cost and expense, divert all recyclable materials to an alternate location for recycling services. Waste Management will submit a detailed invoice to the County on a monthly basis for recycling services performed, which will break down all recyclable material delivered by the County by commodity type and volume. We also agree to perform no less than two Waste Characterization Studies annually, one for residential recycling materials and one for commercial recycling materials. We will be happy to provide our financial and operational records related to work performed under this agreement for periodic audits. Waste Management will continue to receive municipal solid waste at our Transfer Station located at 10411 Globe Rd, Morrisville, NC 27560. Waste Management has also included a discounted gate rate for any loads the County direct hauls to our Great Oak Landfill located at 3597 Old Cedar Falls Road, Randleman, NC 27317. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 6 3 | MATERIALS ACCEPTED Provide a detailed list, with pictures, of items accepted and not accepted as part of the collection program. Material and Delivery Specifications As a society, we understand that recycling is important, but in order for recycling to make an impact, we have to recycle right. Today’s most successful and sustainable recycling programs emphasize the value of the acceptable materials. We must ask ourselves, does this material have a viable market? If the answer is yes, we must also ensure the material we are recycling is properly prepared, clean, and free from contamination. Our list of acceptable materials is reflective of today’s market reality and includes only materials that meet industry quality standards and have viable market demands. However, due to the length of our Contract with Orange County, it is important to allow for the possibility that this list may need to be adjusted at some point. Contract language must support our collective need to make changes to acceptable materials in order to respond to global market demands as well as protect the quality of material we process. In light of these considerations, we propose the following contract language: SINGLE STREAM SPECIFICATIONS RECYCLABLE MATERIALS must be dry, loose (not bagged), unshredded, empty, and include ONLY the following: NON-RECYCLABLES include, but are not limited to the following: Plastic bags and bagged materials (even if containing Recyclables) Microwavable trays Porcelain and ceramics Mirrors, window or auto glass Light bulbs Coated cardboard Soiled paper, including paper plates and cups Plastics not listed above including but not limited to those with symbols #3, #4, #6, #7 and unnumbered plastics, including utensils Expanded polystyrene Coat hangers Glass and metal cookware/bakeware Household appliances and electronics Aluminum cans Newspaper PET bottles with the symbol #1 – with screw tops only Mail HDPE plastic bottles and containers with the symbol #2 (milk jugs, detergent containers, and shampoo bottles, etc.) Uncoated paperboard (ex. cereal boxes; food and snack boxes) PP plastic bottles and containers with symbol # 5 (ex. yogurt containers, syrup bottles) Uncoated printing, writing and office paper Steel and tin cans Old corrugated containers/cardboard (uncoated) (ex. moving boxes, pizza boxes) Glass food and beverage containers – any color Magazines, glossy inserts and pamphlets Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 7 Delivery Specifications Material delivered by or on behalf of Customer may contain no more than ten percent (10%) Non- Recyclables and may contain no Excluded Materials. In the event Recyclables contain more than the allowable Non-Recyclables, Company shall charge and Customer shall pay an Excess Contamination Fee for the percentage above the allowable Non- Recyclables. The initial Excess Contamination Fee is one hundred fifty dollars ($155.00) per ton. Old Corrugated Container Specifications Customer represents and warrants that it shall provide old corrugated containers (“OCC”) in accordance with the most current ISRI Scrap Specifications Circular: Guidelines for Nonferrous Scrap, Ferrous Scrap, Glass Cullet, Paper Stock, Plastic Scrap and any amendments thereto or replacements thereof for OCC#11 (“Specifications”) ISRI Scrap Specification for OCC#11 Consist of corrugated containers having liners of either test line, jute or kraft. Prohibitive Materials may not exceed 1% Total Outthrows may not exceed 5% Outthrows is defined as: all papers that are so manufactured or treated or are in such a form as to be unsuitable for consumptions as the grade specified. Prohibitive Materials is defined as: (a) any material which by their presence in a packaging of paper stock, in excess of the amount allowed, will make the packaging useable as the grade specified. (b) any materials that may be damaging to equipment. (c) all sorted recovered paper stock must be free of food debris, medical or hazardous wastes and poisonous or other harmful substances or liquids. (d) wax is a prohibitive unless accepted and pre-approved by the Buyer. Note: The maximum quantity of outthrows indicated in connection with the grade definitions is understood to be the TOTAL of Outthrows and Prohibitive Materials. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 8 4 | SUBCONTRACTORS This section must include a description of proposed involvement of subcontractors, including potential uses and responsibilities. Only subcontractor associated with the contract would be Bulk Express who unloads and transloads municipal solid waste at our transfer station. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 9 5 | DATA MANAGEMENT Contractor’s data management system for acquiring and tracking customer and materials data. Also includes what method will be utilized to provide accurate reports by material to the County. Waste Management, through the ReTI System, Cycle, Kronos time clock, and other state-of-the-art software applications, offers automated report packages that will meet the internal daily requirements of our compliance policies for safety, financial accounting, human resources (HR), volume, marketing, maintenance and machinery, government regulations, and environmental, and health. Our robust operating report protocols are aligned with the County’s requirements, and, in many cases, exceed them. Our Report Management plan includes, at a minimum, the following report system, which is in compliance with the Service Agreement operating procedures: Facility Operating Reports Purchase Orders • Documentation of all facility purchases. • This proof of purchase requires pricing of merchandise, approval signature, and invoice reconciliation. Daily Operating Log • Daily production on all commodities processed per shift. • Highlights hours worked, bales produced, tons processed, tons shipped, composition of commodities processed, residue shipped, daily inventory, tons received, tip floor inventory, and the number of staff working on each shift for single stream and commingle. Production Report Daily focus on downtime, residue percentage of incoming material, tons per labor dollar, tons per man hour, tons per paid hour, tons per run hour for commingle and paper. Daily Equipment Inspections (DEI) • Daily inspection report on all rolling stock equipment. • Purchases of all parts and supplies utilizing the Market Area Procurement system. • Reconciliation of account per individual purchaser at month’s end. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 10 Payroll •Automated payroll recording. •Eliminates timecards by substituting a swipe card. •Payroll can be monitored daily with automated pay schedules weekly. Inventory Reports Physical count of all commodities at month’s end. Fuel Usage Fuel used for rolling stock equipment at month’s end. MRF Revenue Report •Monthly Documentation of all activity at the Facility. •Focus on commodities shipped, composition of commodities shipped, hauler’s report, mill buyers, revenue and revenue shared expenses. Monthly Reports In addition, WMRA will provide the monthly report requirements to the County within 25 calendar days of the end of each month. These reports will include: 1.Scheduled operating days 2.Shutdown days 3.Changes in operation 4.Type and quantity of material accepted, marketed, processed and disposed 5.Material Revenue received (broken down by type) 6.Electrical consumption, water consumption fuel consumption, wastewater discharge quantities 7.Maintenance summary 8.Anticipated operating schedule for the next month 9.Financial data In addition, records will be kept of regulatory inspections, maintenance work, equipment, safety issues and visitors logs and made available for inspection. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 11 6 | CURRENT AND PAST EXPERIENCE This section must include a description of Contractor’s current and past experience providing services similar to those that the County seeks. This section must include a list of clients to whom similar services have been provided within the past three (3) years. The list of clients must include accurate name, phone number, and email address of contact person. Current and / or past clients may be asked by County to provide reference for Proposer. As a trusted environmental solutions partner for communities throughout North Carolina, we understand our customers, their needs, and their requirements better than any other company. We provide service for Orange County as well as many of Orange County’s neighbors. We have included these customers in the following list of references. We have focused on our local facilities’ municipal customers, but we are happy to provide as many additional NC or national references as needed. We encourage you to contact them so that you may learn firsthand about our excellent record of service with other customers. WMRA References Customer Orange County Contact Robert Williams, Director Solid Waste Address 1207 Eubanks Road, Chapel Hill, NC 27516 Phone / Email (919) 918-4904 | rowilliams@orangecountync.gov Material Recycled Single Stream and Cardboard Customer Wilson County Contact Andy Davis, Director, Solid Waste Services Address P.O. Box 1728, Wilson, NC 27894 Phone / Email (252) 399-2823 | adavis@wilson-co.com Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 12 WMRA References Customer Wilson County Material Recycled Single Stream Customer Town of Cary Contact Jesse Troublefield, Solid Waste Division Manager Address 400 James Jackson Ave. Cary, NC 27513 Phone / Email (919) 469-4388 | Jesse.Troublefield@townofcary.org Material Recycled Single Stream Approximate Volume of Material Recycled 12K Tons in 2023 Customer Wake County, NC Contact John Robertson, Solid Waste Management Director Address 337 S. Salisbury St. Raleigh, NC 27601 Phone / Email (919) 856-6365 | John.Roberson@wakegov.com Material Recycled Single Stream, Loose and Baled Cardboard, & Rigid Plastics Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 13 WM Transfer Station References: Customer Orange County Contact Robert Williams Address 1207 Eubanks Rd. Chapel Hill, NC 27516 Phone / Email 919-918-4904 | rwilliams@orangecountync.gov Length of Service Customer since July 2018 Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 14 7 | TECHNICAL EXPERTISE This section must include a description of Contractor’s technical expertise in the processing and marketing of recyclables. Include in this section an explanation of Contractor’s knowledge and understanding of applicable laws, rules and regulations and experience working with relevant regulatory agencies. Local Recycling Experience and Capabilities Recycling is a growing and dynamic movement - what material is in demand, how it is collected, processed, and where a market exists is continuously evolving. As North America’s largest residential recycler our focus is on running a recycling operation that is able to constantly adapt, advance, and be sustained for future generations. We can only accomplish this by being an active contributor to our industry, working together with key stakeholders like Orange County, and leading the types of changes we believe are essential for current and future recycling growth and viability. Our experience and expertise encompasses: •Designing and Operating Material Recovery Facilities. Since the late 1990s, we have gained invaluable experience encompassing design, construction, operation, and maintenance of source separated recycling facilities, single stream operations, fiber-only plants, and commingled containers-only processing plants. Nationally, our network encompasses 143 recycling facilities, including 46 single- stream recycling MRFs. Our investments in recycling include: five new MRFs since 2018; 20 MRFs upgraded; and $42 million spent installing new and upgraded optical sorters and robotics. •Forging New Processing Technologies. Waste Management operations experts and engineers have collaborated with American and international experts in material separation, image recognition technology, advanced screen technology, high speed baling technology, and other separating and cleaning techniques to continuously improve the efficiency and processing capabilities of our MRFs. In total, Waste Management facilities handle upwards of 15 million tons of recyclables in a single year and working together with our customers, communities, and industry experts, we plan to reach 20 million tons in the year 2020. •Benchmarking Recycling Education Best Practices. Through our municipal partnerships, green technologies, and community education, Waste Management has introduced and promoted innovative recycling and diversion methods to residential and commercial customers throughout Over the past two years we have invested more than $200 million in capital investments in our MRFs and by 2023 we estimate 93 percent of single stream recycled materials will be processed in new or upgraded MRFs. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 15 the country. We launched what is now Waste Management’s recycling education program, Recycle Right, a national research and fact-based behavior change program to improve recycling. Tailored to your residents and your business community, Recycle Right delivers the tools, resources, and information to simplify recycling and effectively drive participation and decrease contamination. Our dependable operations are overseen by a highly qualified group of Waste Management employees with experience in the daily operation of recyclable collection, processing and transfer. The team we have assembled for Orange County represents top leaders at all levels – from plant management to commodity sales. We are excited to introduce Orange County to our brand new Raleigh Materials Recovery Facility. Please see Section 9 for more information. Material Markets The Demand for Recyclable Material - A World Economy and its Local Impact Every day we work with customers like Orange County to collect, transport, and sort recyclables, but these local efforts are supported by global economic trends. When economies are thriving, people buy more, which increases the demand for recyclables that are used to produce new products. Also, when fuel prices are high there is a greater demand for recyclable petroleum-based products such as plastic bottles. Such economic factors and the overall strength of the global economy drive demand for recyclable material, the growth of single stream recycling infrastructure, and the expansion of collection programs at the local level. While a global market has supported recycling growth, it also means that market conditions – both positive and negative – are a reality that we must constantly manage in collaboration with our customers. Waste Management Material Marketing – A Team that Supports Global and Local Marketplaces As recycling programs and the ease of single stream recycling has been rapidly adopted throughout North America, the growth in recycling tonnage collected and processed has increased our supply of clean recyclables and has supported growth of a global commodity market. Today, Waste Management exports a third of the paper we collect to four continents. Since 2012, Waste Management has been able to sustain recycling programs through a persistent decline in commodity markets. We have relied heavily on the experience, relationships, and proactive efforts of our material marketing team. Our team consists of approximately 150 employees in the United States and Canada and nearly 25 team members stationed overseas. Their expertise in securing homes for our customers’ materials, even during difficult economic times, has proven to be invaluable for the success of America’s recycling programs. Waste Management’s material marketing team supports each major International export market including China, Latin America, South America, and India. In addition to marketing to international customers, we seek opportunities to provide quality feedstocks to support local projects and markets and we are committed to developing local markets where it benefits the community and our customers. We target new markets based on global growth trends (GDP), new regulations, and the path of manufacturing. Both Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 16 locally and globally, our team works directly with all end consumers, cutting out the middleman and maximizing our ability to market material to its highest and best use. One key component of our materials marketing success is our team’s preemptive approach to tracking shifts in end-user demand and quality expectations. We work closely with our MRF operations teams to define changes in specifications and quality standards needed to market material. This allows our operations team to confirm the processing standards we utilize to yield material that can be sold. Waste Management’s materials marketing team will consistently and aggressively: •Explore all potential short and long-term material sales options •Maintain an accurate and detailed compilation of end markets, market opportunities, and material market specifications •Negotiate and sell materials in an honest, forthright manner to our customers, for the best possible prices on behalf of our projects •Provide material marketing services that meet Orange County’s requirements and help sustain the dependability and long-term sustainability of Orange County’s program. Supporting our international marketing team is Waste Management’s logistics and export capabilities and network. Waste Management is one of the largest exporters from United States ports by number of containers – we stay ahead of changing export requirements to prevent delays in moving material and we have built the structure, knowledge, and ability to export materials effectively and efficiently. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 17 Following the Path of Our Commodities: Sustainable Outlets Growing Domestically Team Resumés and Orange County Responsibilities Tracey Shrader: Area Vice President – South Atlantic Area Tracey Shrader has worked in the solid waste industry for more than 37 years. In addition to his 29 years with WM, he has been a company owner/operator and has worked at an independent waste services firm. Prior to accepting the AVP role for the South Atlantic Area, Tracey served as the AVP for the North Texas/Oklahoma/Arkansas Area. Currently, his primary responsibilities involve managing a number of operations, including 29 hauling companies, 21 landfills, 14 transfer stations, four material recovery facilities, and 1,650 dedicated employees, located in North Carolina, South Carolina and Georgia. He is based in Charlotte, NC. Tracey graduated from The Citadel in 1982 with a BS in business administration. Mike Holbrook: Director of Public Services – South Atlantic Area Mike Holbrook, a 35-year veteran of the solid waste business, has been employed by WM for 29 years. Many of his years with the company have been as a district manager in both North Carolina and Texas. He has vast experience in large County solid waste and recycling startups. He returned to North Carolina to head public sector services for the South Atlantic Area, covering North Carolina, South Carolina and Georgia. Mike is based in Winston-Salem, NC. Over 60 percent of our recycled paper and 100 percent of our processed residential recyclable plastics are marketed to North America and we are continually creating more markets in North America. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 18 Joy Jones: Senior Account Manager Public Sector Joy Jones has worked for WM for almost 19 years, interacting with the public sector and state government customers across North and South Carolina for the last 13 years. Before serving in her current role, she was an Education & Local Government Contract Manager, Territory Sales Manager, Construction Sales Specialist with Waste Management. Ryan Eshbach: Material Recovery Facility Manager III Ryan Eshbach has 17 years’ experience managing recycling and hauling facilities across the South Atlantic. Frank Macomber: Operations Supervisor II Frank Macomber is an operations supervisor with 4 years of experience with WM and prior industry experience. Twelve other WMC staff make up the internal operations of the facility and bale, operate equipment, and maintain the facility. There are currently 18 sorters/laborers employed, and WMC has the ability to expand based on volume processed at the facility. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 19 8 | TRANSITION PLAN Include detailed transition plan from current recycling processor that describes plans and schedule of events for the provision of services. The transition plan will serve as an attachment to the approved contract once approved by the County. Commitment to a Successful, Stress-Free Service Transition As WM already partners with Orange County for both recycling processing and municipal solid waste disposal services, there would be no transition needed. The County staff can continue to operate efficiently, without transitional and operational risks, protected with a partner who has an impeccable state regulatory, safety, and environmental record, and with the peace of mind of knowing you have a reliable partner already in place. WM Raleigh MRF Information Company Name and Location Lakeville Recycling, L.P. 10415 Globe Rd., Morrisville, NC 27560 WM Raleigh Transfer Station Information Company Name and Location Waste Management of Carolinas, Inc. 10411 Globe Rd., Morrisville, NC 27560 WM Great Oak Landfill Information Company Name and Location Waste Management of Carolinas, Inc. 3597 Old Cedar Falls Road, Randleman, NC 27317 Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 20 9 | FACILITIES Facilities to be used to process / manage collected recyclable materials WMRA is excited to continue to to process Orange County’s recyclables at our Raleigh Materials Recovery Facility (MRF) Our state-of-the-art Raleigh MRF commenced operations in December, 2020 and was fully operational in January, 2021. This 42,000 square foot, brand new facility leads the recycling processing industry with emerging technology that focuses on efficiency. Some of the operational elements of this MRF include: •Two (2) non-wrappable fiber screens •Optical plastics sorter •Optical paper sorter •Automated bunker storage system with laser measurement •Two (2) top-of-the-line balers, one (1) for old corrugated cardboard (OCC) and one (1) for all commodities •Split-wall conveyor to feed glass and residue into our WM Transfer Station glass bunker and municipal solid waste (MSW) tip floor •Shared OCC and single stream recyclable tip floor with technology to ensure industry-leading safety and material grading •Fire Rover AI-driven fire suppression system •Tip floor equipped with RTZ 1080p auditing cameras that can be controlled and monitored 24/7 remotely •A second scale was installed in 2021 to enable more efficient traffic pattern for the weighing process •15 tons per hour processing of SSRY and 15 tons per hour of cardboard processing •Significant increased capacity from the Capital Boulevard MRF to support the ever-growing triangle population •Square footage: 42,000 •Estimated number of employees per shift: 25 Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 21 Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 22 Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 23 25% and 50% Annual Load Reduction Scenarios – Diesel Fuel Savings and Annual GHG Emissions Savings •The round trip truck mile savings of the recycling material going to WM MRF versus Sonoco MRF is 18.1 miles x 2 = 36.2 miles per load. •Total transfer loads: 1,380 loads per year. •25% reduction of those loads represents 345 loads per year o 345 x 36.2 mile savings per load = 12,489 truck miles per year savings o At 5 miles per gallon assumed collection vehicle fuel efficiency, that equates to annual diesel fuel savings of 2,497.8 gallons o Using the GHG Protocol Mobile Combustion GHG Emissions Calculations tool, the annual GHG emissions savings associated with 12,489 less round trip truck miles would be: 25.37 MTCO2e (metric tons of carbon dioxide equivalent) •50% reduction of those loads represents 690 loads per year o 690 x 36.2 mile savings per load = 24,978 truck miles per year savings o At 5 miles per gallon assumed collection vehicle fuel efficiency, that equates to annual diesel fuel savings of 4,995.6 gallons o Using the GHG Protocol Mobile Combustion GHG Emissions Calculations tool, the annual GHG emissions savings associated with 24,978 less round trip truck miles would be: 50.74 MTCO2e (metric tons of carbon dioxide equivalent) Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 10 | PRICING Pricing Proposal – Attachment B 24 Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 25 Contaminants Proposal Non-Recyclables include, but are not limited to the following: Plastic bags and bagged materials (even if containing Recyclables) Microwavable trays Porcelain and ceramics Mirrors, window or auto glass Light bulbs Coated cardboard Soiled paper, including paper plates, cups and pizza boxes Plastics not listed above including and unnumbered plastics, including utensils Expanded polystyrene Coat hangers Glass and metal cookware/bakeware Household appliances and electronics Hoses, cords, wires Yard waste, construction debris, and wood Flexible plastic or film packaging and multi- laminated materials Needles, syringes, IV bags or other medical supplies Food waste and liquids, containers containing such items Textiles, cloth, or any fabric (bedding, pillows, sheets, etc.) Excluded Materials or containers which contained Excluded Materials Napkins, paper towels, tissue, paper plates, and paper cups Any paper Recyclables or pieces of paper Recyclables less than 4” in size in any dimension Propane tanks, fuel cannisters Batteries Related to heavy contaminated loads: Our WM team will continue to provide pictures, along truck #,date received, summary of contaminants seen as load is unloaded. We provide this data usually the day or within 24 hours if it's received later in the day. We provide this data quickly to allow the County time to review and address, if needed. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 26 11 | FINANCIAL CAPABILITY AND INSURANCE This section must include an indication of financial capability for handling services to be delivered, including Insurance Coverage. Insurance coverage requirements are listed in the County Contract, Services Agreement RFP/RFQ. Financial Strength: The Foundation for Our Commitment As a wholly–owned, indirect subsidiary of Waste Management, Inc., Recycle America Co., L.L.C. & Waste Management of Carolinas, Inc. does not report financial results. All financial reporting occurs through our parent entity. As a publicly traded company, Waste Management is held to the most stringent regulations for accurate and timely financial disclosure. Revenue in 2019 was $15.46 billion, and Waste Management has an asset base of $27.7 billion. The company generates strong and consistent cash flow and has access to an extensive line of credit. Waste Management’s financial strength is the foundation for our commitment to serve our customers, perform our obligations, and protect the environment in carrying out our broad waste management services. Waste Management has achieved solid investment-grade credit ratings from three major rating agencies. Most recently, the company has been assigned ratings of A-/A-2 by Standard & Poor’s, BBB+ by Fitch, and Baa1 by Moody’s. The ratings are based on expectations that management will maintain good liquidity, pursue a moderate financial policy, and allocate capital in a disciplined manner. The credit outlook from each agency for Waste Management is characterized as stable. Waste Management’s financial strength, as summarized above, gives Orange County assurance that we can and will fulfill our obligations. •Waste Management is committed and financially able to perform all operations in full compliance with applicable federal, state, and local regulations and to provide clear documentation of that compliance. •Waste Management offers the most extensive network providing waste management services in North America, including transportation, disposal, treatment, recovery, remediation, waste identification, and several other specialty services. This network enables us to provide a single source of responsibility, from transportation through disposal of waste. •Typically, new capital requirements are internally financed by Waste Management using cash flow from existing operations - freeing our new trucks, carts, containers, and facility investments from the timelines and terms of third-party creditors. Waste Management's financial strength helps us to continually advance services for all of the customers we serve, including Orange County, and we are committed to maintaining that strength. Full financial results are available on our website at investors.wm.com. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 27 Certificates of Insurance Waste Management secures gold-standard insurance coverage to protect our partners. Going above and beyond, we provide environmental site liability coverage, which covers all active sites that are owned or operated by Waste Management. It offers third-party liability for bodily injury and property damage, and off-site clean-up coverage, coverage for both sudden and non-sudden pollution incidents, and transportation coverage including the loading and unloading of the vehicle. Orange County can rest easy with Waste Management as your service provider knowing that you are always protected by best-in-class insurance. Copies of our certificates of insurance are included on the following pages. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 28 12 | E-VERIFY AFIDAVIT Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 29 13 | IRAN DIVESTMENT ACT CERTIFICATION Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 30 14 | NONDISCRIMINATION CERTIFICATION Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 31 15 | LIVING WAGE POLICY PAGE Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 32 16 | ADDENDA ACKNOWLEGEMENT Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 33 17 | SUPPLEMENTAL VENDOR INFORMATION: HISTORICALLY UNDERUTILIZED BUSINESSES Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 Orange County 367-OC5451 - Recycling Processor and/or Municipal Solid Waste Disposal 34 Exceptions 1.We respectfully request an interview with Orange County staff to discuss our submitted offer during the evaluation process. 2.WM Recycle America, LLC & Waste Management of Carolinas, Inc. reserves the right to negotiate a mutually acceptable final contract with the County prior to beginning service. 3.WM Recycle America, LLC & Waste Management of Carolinas, Inc utilizes the CPI-WST (water, sewer, trash) index for annual price adjustments. This index is the most accurate index for waste and recycling services. The index was created by municipalities specifically for municipal services involving water, sewer, and trash. CPI adjustments are not inclusive of landfill rate increases or governmental regulation changes which result in increased cost. 4.We are happy to discuss co-sponsored community events, to be negotiated if awarded this contract. 5.Please note that any composition testing is inbound testing, not processed testing. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 3, 2025 Action Agenda Item No. 8-o SUBJECT: Contract Approval for Recycling and Municipal Solid Waste Processing DEPARTMENT: Solid Waste ATTACHMENT(S): Contract INFORMATION CONTACT: Robert Williams, 919-918-4904 PURPOSE: To approve and authorize the County to enter into a contractual agreement with WM Recycling America, LLC and Waste Management of Carolina, Inc., to provide Recycling material processing and Municipal Solid Waste (MSW) disposal services. BACKGROUND: Orange County Solid Waste Management’s contract for Recycling material processing and Municipal Solid Waste disposal services expires on June 30, 2025. The County issued a Request for Proposals (RFP) 367-OC-5451 on February 4, 2025. All four (4) submissions were reviewed by the evaluation committee consisting of Cheryl Young, Jason Dunn, and Bruce Woody. Initial thorough review concluded that WM Recycle America, LLC and Waste Management of Carolina, Inc. were the best options for the County, and the panel conducted a follow-up interview based on that determination. The consensus of the evaluation panel was that WM Recycle America, LLC and Waste Management of Carolina, Inc. have excellent facilities for the processing of recyclables and disposing of MSW, and a convenient, cost-effective location, coupled with an overall superior pricing structure and rate for the services needed, particularly when combined into one (1) service provider. WM Recycle America, LLC and Waste Management of Carolina, Inc. are the current processors for the County, and there will be no changes in the materials being recycled currently, nor any materials removed. Should new materials become available to recycle, both parties are amenable to discussing the possible market value and sourcing of the material to be included in the contracted list of recyclables. The initial contract term would be for five years from July 1, 2025, through June 30, 2030; with the option to extend the contract for two (2) additional two-year terms. FINANCIAL IMPACT: The financial impact will be $3,574,773 for Recycling processing and $3,127,761 for MSW disposal over the initial five-year term. The total impact for the five-year initial term is not to exceed $6,702,534. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00 COMPARISON OF PRICING AND COSTS: Current Pricing: Recycling: $104.44 per ton for processing recyclable material Municipal Solid Waste: $57.44 per ton (plus $2 tax) CPI Increase: 3.5% Max New Pricing: Recycling: $100.25 per ton for processing recyclable material Municipal Solid Waste: $58.94 per ton (plus $2 tax) CPI Increase: 4% Max (starts in 2nd - 5th year) Current Costs (anticipated through June 30, 2025): The County’s FY 2024-25 anticipated costs are: Recycling $256,188 MSW $613,307 Total $869,495 New Costs (estimated first year) FY 2025-26: Recycling $660,000 MSW $578,930 Total $1,238,930 ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 1: ENVIRONMENTAL PROTECTION AND CLIMATE ACTION OBJECTIVE 2. Invest in our infrastructure to reduce the environmental impact of the County fleet/facilities and improve safety. RECOMMENDATION(S): The Manager recommends that the Board approve and authorize the County to enter into a contractual agreement with WM Recycling America, LLC and Waste Management of Carolina, Inc., to provide Recycling material processing and Municipal Solid Waste (MSW) disposal services, and authorize the Manager to sign the contract for Recycling and Municipal solid waste processing and disposal as set forth in the RFP. Docusign Envelope ID: 3C46D4D9-4262-4835-B314-9FEB472CCC00