AGREEMENT FOR RECYCLABLE MATERIALS PROCESSING SERVICES THIS AGREEMENT made and entered into at Stillwater, Oklahoma, on the day of April 2017, by and between the STILLWATER UTILITIES AUTHORITY and CEDAR CREEK FARMS LLC, WITNESSETH WHEREAS, the Stillwater Utilities Authority (SUA) is a Title 60 public trust established to provide utility services, including solid waste collection, to the citizens of the City of Stillwater; and WHEREAS, Cedar Creek Farms LLC (Cedar Creek Farms) is an Oklahoma Limited Liability Company; and WHEREAS, Cedar Creek Farms operates a recycling facility at 3051 N. Marine Road, Stillwater, Oklahoma 74075, Payne County, Oklahoma (Recycling Facility); and WHEREAS, SUA and Cedar Creek Farms desire to enter into an agreement for recyclable materials processing services. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS AND AGREEMENTS HEREINAFTER SET FORTH, SUA AND CEDAR CREEK FARMS AGREE AS FOLLOWS: 1. Definitions: Recyclable Materials means all fibers; glass, metal and plastic containers; green waste; scrap metals, lead acid batteries; and used motor oil, as defined herein. Fibers means newsprint and inserts, corrugated cardboard, magazines and brochures, chip board products, paperboard (cereal) boxes, copy/computer paper, phone books, junk mail, catalogs, color inserts, white and color paper, school paper, file folders, shredded paper, envelopes, and hard and soft cover books. Glass, Metal, and Plastic Containers means clear, green and amber glass jars and bottles, steel cans and aluminum cans, #1, #2 and #5, plastic bottles or containers, excluding plastic bags. Green Waste tree and shrub trimmings, organic storm debris, grass trimmings and leaves. Scrap Metals means bulk ferrous and non-ferrous metal items and appliances, including refrigerators, freezers and air conditioning units after the refrigerant is removed. Lead Acid Batteries means 6 and 12 volt batteries lead-acid storage batteries used in motor vehicle and equipment applications. Used Automobile Oils means vehicle crankcase and lubricating oils, transmission fluids, gear and bearing oils. Cardboard means all corrugated cardboard containers collected from commercial and residential customers.
2. Processing Facility Hours: The Processing Facility (Cedar Creek Farms) shall be open for operation between the hours of 7:00 A.M. and 4:00 P.M., Monday through Friday. 3. Delivery of Recyclable Materials: SUA shall, during the term of this agreement, deliver to Cedar Creek Farms Recycling Facility all Recyclable Materials collected by SUA from SUA customers. 4. Receipt, Processing, Sale of Recyclable Materials: Cedar Creek Farms shall, during the term of this agreement, accept all Recyclable Materials delivered by SUA to its Recycling Facility, convert said items into marketable products, and sell said products at recognized Recyclable Material markets. 5. Ownership of Recyclable Materials: Cedar Creek Farms shall, during the term of this agreement, become the owner of all Recyclable Materials upon delivery to its Recycling Facility. SUA shall not be entitled to any proceeds from the sale of said Recyclable Materials at a recognized market by Cedar Creek Farms during the term of this agreement. 6. Facilities: Cedar Creek Farms shall, during the term of this agreement, maintain a facility at the location set forth above, capable of receiving and processing Recyclable Materials into marketable products for sale at recognized markets. Said facility shall at all times be operated in accordance with applicable federal, state and local statutes, laws and/or regulations. 7. Compensation: SUA shall pay Cedar Creek Farms monthly for receipt and processing of Recyclable Materials in accordance with the following fee schedule: Delivered Scrap Metals: No Charge Delivered Lead Acid Batteries: No Charge Used Automobile Oils: No Charge Source Separated Delivered Materials: $29.33 per ton Single Stream Delivered Materials: $29.33 per ton Under 20% Residual Waste $42.88 per ton 21% to 25% Residual Waste $56.44 per ton 26% to 35% Residual Waste $70.00 per ton 36% to 50% Residual Waste On January 1, 2018, and on January 1 of each year thereafter, the base rate for disposal shall be adjusted to reflect an increase of up to three percent (3%) or the percentage change in the South Urban Region Consumer Price Index All Urban Consumers, All Items (not seasonally adjusted) during the immediate past calendar year (July to June) as determined by the U.S. Bureau of Labor Statistics, whichever is less. If the percent change of said index is a negative number, there shall be no adjustment to the base rate. Cedar Creek Farms shall install and maintain accurate truck scales at the Recycling Facility capable of weighing all Recyclable Materials delivered by SUA. Said scales shall be calibrated every six (6) months by a certified scale company, and Cedar Creek Farms shall maintain such certification on-site at the Recycling Facility for inspection by SUA on demand. Failure to maintain operable and accurate scales at the Recycling Facility shall constitute a material breach of this agreement and grounds for SUA to terminate this agreement if Cedar Creek Farms does not prove, within five (5) days, that the scales are operable and accurate in accordance with this section.
SUA shall deliver to Cedar Creek Farms a minimum of sixty tons (60 tons) of Cardboard per month (Guaranteed Amount). Monthly Cardboard amount shall be calculated by totaling the Source Separated Delivered Materials and the Single Stream Delivered Materials. In the event that SUA does not deliver the Guaranteed Amount in any month, in addition to the delivered materials charge for the actual amount delivered, SUA shall pay to Cedar Creek Farms the following amount: Guaranteed Amount less the actual amount delivered multiplied by the sum of the Delivered Materials charge and the Cardboard index. The Cardboard index shall be the RecyclingMarket.net Secondary Fiber Pricing index based on Region 8, Southcentral U.S.A., (PS11) Old Corrugated Containers, Regional Average Price, Announced Paper Stock Mill Prices posted on the first day of the month immediately following the actual delivery of Cardboard and shall apply to all Cardboard delivered in the immediate past month. In the event the SUA should deliver more Cardboard than the Guaranteed Amount to Cedar Creek Farms in any month. The SUA shall not be required to pay the Delivered Materials charge for all tons over the Guaranteed Amount. If the RecyclingMarket.net index ceases to exist or no longer represents the local recycling market prices, either party may request that the index be replaced with a new index that represents the local recycling market. Selection of a replacement index shall be by mutual agreement of the parties. SUA shall have an audit of the single stream recyclables conducted by a third party every six (6) months. The Single Stream Delivery Materials pricing shall be based on the percentage of residual waste found in the single stream recyclables audit. The initial single stream delivered materials pricing shall be based on a 41% residual waste as reported in the March 4, 2017 audit. Cedar Creek Farms shall invoice SUA monthly for receipt and processing of Recyclable Materials. All invoices shall indicate the following: billing period; total weight (tonnage) of Recyclable Material delivered during the billing period; daily listing of each delivery, indicating disposal ticket number, vehicle number and amount of Recyclable material (by weight) delivered by the vehicle. Cedar Creek Farms shall maintain all records of SUA deliveries to the Recycling Facility for a period of two (2) years, unless a longer period is required by federal or state law, and such records shall be made available to SUA for review upon request. SUA shall pay all undisputed invoices within twenty (20) days of receipt. Should SUA dispute all or part of an invoice, it shall notify Cedar Creek Farms of such dispute before the payment due date. Cedar Creek Farms shall have ten (10) days to respond to any such notification by SUA. Cedar Creek Farms shall have the right to refuse delivery of Recyclable Materials from SUA, without prior notice, should SUA fail to tender payment upon invoice as required herein, or fail to notify Cedar Creek Farms of any invoice dispute as provided herein. 8. Disposal of Residual Waste: SUA agrees to transport from the Recycling Facility and dispose of all Residual Waste separated by Cedar Creek Farms from the Recycled Materials delivered to the Recycling Facility by the SUA under this agreement. 9. Disposal of Recycled Materials at Location other than Recognized Market: Cedar Creek Farms shall sell all processed Recyclable Materials delivered by SUA under this agreement to recognized Recyclable Material markets. Should Cedar Creek Farms dispose of
Recycled Materials delivered by SUA under this agreement in any other manner, Cedar Creek Farms shall reimburse SUA the amount of any fees paid to deliver said Recycled Materials to the Recycling Facility. Should a recognized market for a particular type of Recycled Material cease to exist during the term of this agreement, Cedar Creek Farms shall notify SUA of such circumstance and the parties shall jointly determine whether such item of Recyclable Material shall be collected by SUA during the remaining term of this agreement. Should Cedar Creek Farms repeatedly choose to dispose of Recycled Materials delivered by SUA under this agreement at a location other than a recognized Recycled materials market, SUA may declare Cedar Creek farms in default and immediately cancel this agreement. 10. Monthly Report: Cedar Creek Farms, shall within seven (7) days of transmitting its monthly invoice to SUA for receipt and processing of Recyclable Materials under this agreement, submit to SUA a report containing the following information: A summary of tonnages for materials received from the SUA by type of delivery means: single-stream recyclables, sorted recyclables, commercial roll-off container, or greenwaste; A summary of total tonnages received at facility by material types; A summary of tonnages for all residuals and non-recyclable materials disposed of; A summary of tonnages for all processed materials sold, by type of product; Listing of all places (name and address) where Recyclable Materials delivered by SUA were marketed; A discussion of problems and noteworthy experience in program operation; Recommendations for improvements. SUA may withhold payment of any monthly invoice tendered by Cedar Creek Farms until said monthly report is received. 11. Roll-Off Containers: Cedar Creek Farms shall, during the term of this agreement, provide to SUA, upon request and at no charge, open-top roll-off containers for disposal of bulk materials and slotted roll-off containers designed for collection of Recyclable Materials. Said containers shall be used by SUA customers for the collection of recyclables and Recyclable Materials at locations to be determined by SUA. SUA shall pay all costs associated with transportation and placement of said containers. These containers shall remain the property of Cedar Creek Farms. SUA shall be liable for any damage to these containers, excepting normal wear and tear, and shall reimburse Cedar Creek Farms for any repair or replacement caused by misuse thereof. All such containers shall be annotated as recycling containers and shall be free of any vendor branding. Cedar Creek Farms shall make such containers available to SUA for placement upon thirty (30) days written notice. 12. Promotion: SUA shall, during the term of this agreement, promote customer recycling. Such promotion may, at the discretion of SUA, include, but not be limited to, signage
near recycling centers, information on the City of Stillwater website, and/or utility bill informational inserts. 13. Indemnity: Cedar Creek Farms agrees to indemnify and hold harmless SUA from liability occasioned by the willful, intentional, tortious, negligent or illegal acts of Cedar Creek Farms, its officers, employees, agents, or contractors, occurring during the term of this agreement. This indemnity obligation shall survive the expiration of this contract if such tortious or illegal action was not discovered while said agreement was in effect. Cedar Creek shall have no indemnity obligation nor will it hold harmless SUA for the willful, intentional, tortious, negligent or illegal acts of SUA's officers, employees, agents or contractors. 14. Term: The term of this agreement shall commence on July 1, 2017, at 12:00 AM, and expire at 11:59 PM on June 30, 2022. SUA and Cedar Creek Farms may jointly extend this agreement for two (2) subsequent five (5) year terms, provided Cedar Creek Farms provides written notice of its desire to extend said agreement sixty (60) days prior to the expiration of the original or extended term. 15. Remedies for Breach: If either party to this agreement shall fail to perform its obligations set out herein, the other party shall give written notice by certified mail of the breach. The breaching party shall have thirty (30) days from receipt of such notice to remedy the breach; in the event it fails to do so, the other party has the right to immediately terminate this contract. The parties agree to meet in good faith prior to exercising any termination option to discuss possible solutions to the breach. The parties agree that the District Court of Payne County is the proper venue for all legal proceedings brought by the parties occasioned by a breach of this agreement. 16. Notice: For the SUA: For CEDAR CREEK FARMS: Secretary Henry H. Wells Stillwater Utilities Authority 2417 North Marine Road P.O. Box 1449 Stillwater, Oklahoma 74076 Stillwater, Oklahoma 74076 17. Governing Law: This agreement is subject to the laws of the State of Oklahoma, and when applicable, the laws of the United States of America. 18. Entire Agreement: This document constitutes the entire agreement between SUA and Cedar Creek Farms. IN WITNESS WHEREOF, the Stillwater Utilities Authority has caused its name to be hereto affixed by its Chairman, and CEDAR CREEK FARMS has hereunto subscribed its name at the place and on the day first above written. STILLWATER UTILITIES AUTHORITY Gina Noble, Chair
ATTEST: Elizabeth Chrz, Secretary Approved as to form and legality this day of April 2017. John E. Dorman, General Counsel CEDAR CREEK FARMS LLC By: (SEAL) ATTEST: By: Secretary STATE OF OKLAHOMA ) ) ss. COUNTY OF PAYNE ) Before me, a Notary Public in and for said County and State, on this day of, 2017, personally appeared Henry Wells, to me known to be the identical person(s) who executed the within and foregoing instrument and acknowledged to me that he
executed the same as his free and voluntary act and deed for the uses and purposes therein set forth. Given under my hand and seal the day and year last above written. My commission expires Notary Public