Service Agreement

Parties: EverGreen ZeroWaste, PBC (EGZW) and “Client”
1.
Compostable Materials Definition. “Compostable Material” shall mean any organic material designated compostable by EGZW and its partners which may include, but is not limited to, 1) food scraps removed from packaging; 2) paper; 3) BPI-certified disposables that break down in a commercial composting facility within 120 days; 4) plants, floral arrangements and yard waste. Compostable Material excludes any trash or hazardous materials, such as glass, plastic, metal or biosolids. Client agrees that EGZW’s services under this Agreement are specific to Compostable Material.
2.
Client. “Client” shall mean any company or individual that arranges for collection and removal of compostable materials by EveGreen ZeroWaste on a regular or semi-regular basis.
3.
Services. EGZW will collect and dispose of Client’s Compostable Material on the schedule agreed upon by both parties. All material will be taken to a state certified compost facility. Customers may initiate service adjustments via email by contacting info@evergreenzerowaste.com; EGZW may initiate service adjustments by contacting Client representatives on file. EGZW also offers services that complement collections, such as education, reporting, delivery of compostable products, and cart and dumpster maintenance.
4.
Equipment. EGZW will loan outdoor carts and dumpsters. Client will promptly notify EGZW of any damages to or issues with the loaned equipment. Additional fees, which may be applied to support the maintenance of our container infrastructure. include, but are not limited to, container delivery or pick-up, repairs, power washing or swapping for a clean bin, container rental, indoor bins and container lock implementation. EGZW will work with the Client to provide the most sensible and efficient container size and collection frequency. EZGW maintains the right to insist on certain container sizes and frequencies to optimize collection efforts.
5.
Rate. Client agrees to pay EGZW a monthly rate for collection services. Service rates will be determined, and may fluctuate, based upon service frequencies and container sizes. Extra charges may be billed for collection of additional materials, on-call service requests, obstructed access and contamination. Client shall pay for the services and/or equipment invoiced within thirty (30) days. EGZW may charge a late fee on balances more than 60 days overdue accruing from the date of the invoice at a rate of ten percent (10%) per month.
6.
Default. In the event that Client defaults under this Agreement, EGZW may recover all of its costs of collecting such debt, including, but not limited to, attorney’s fees and court costs. The parties agree that neither party shall be in default for its failure to perform or delay in performance caused by events beyond reasonable control, including, but not limited to, strikes, riots, fires, imposition of law, acts of God, and resource or equipment shortages. The affected party shall be excused from participation during the occurrence of such events.
7.
Rate Adjustment. Client expressly agrees that EGZW may, in its sole discretion, increase its service rate in the event of circumstances outside of EGZW’s control, including, but not limited to, changes to disposal rates, relocation of processing facilities, imposition of taxes, fees, surcharges and acts of God. EGZW may also increase rates to reflect increases in the Consumer Price Index (Transportation) for the regional area in which the Service Address is located.
8.
Term. The initial term (“Term”) of service shall be thirty-six (36) months from the date outdoor collection bins are delivered and/or this Agreement is signed. The term shall be automatically renewed for additional terms of thirty-six (36) months each (“Renewal Term”) unless this Agreement is terminated by the Client within 30 days of the renewal date, or at any time by EGZW.
9.
Right of First Refusal: Client expressly agrees that, if another service provider offers to provide services that include Compostable Material, including services related to or combined with trash or recyclable materials, Client shall give EGZW written notice of any such offer and 20 days to respond to and or match such offer before terminating service. Written notifications can be emailed to info@EverGreenZeroWaste.com or certified mailed to EverGreen ZeroWaste, PO Box 1399, Carbondale, CO 81623.
10.
Termination of Services. If Client terminates this Agreement before the end of the Term or outside of the renewal/cancelation period, Client must provide written notification by email to info@EverGreenZeroWaste.com or certified mail to EverGreen ZeroWaste, PO Box 1399, Carbondale, CO 81623. Client will be charged an early termination fee of 50% of the total remaining fees for the Term. Client expressly agrees to this early termination fee, plus the dumpster removal fee to close out the account.
11.
Representations, Warranties, and Covenants. The Client accepts the terms and provisions contained in this Agreement. The representative signing has the authority to commit and execute this Agreement on behalf of the Client; no consent, approval or authorization of any person not part of this Agreement is required as a condition to the valid execution or enforceability of this Agreement. This Agreement is legal, valid and binding against the participants in accordance with its terms.
12.
Binding Effect: This Agreement shall be binding on and shall insure to the benefit of the parties hereto and their respective successors and assigns. This contract and all terms herein shall transfer unto new owners in the event of a corporate acquisition.
13.
Indemnification: Client shall hold EGZW harmless and indemnify EGZW from all injury, loss, claim or damage to any person or property owned or leased by the Client and to which property EGZW provides services. EGZW and EGZW employees shall not be liable for, and Client waives all claims for, damage to person or property sustained by Client, resulting from any accident or occurrence in or on the premises of the lands owned by Client, including, but not limited to, claims for damage. Client warrants that Client’s right of way is sufficient to bear the weight of EGZW’s equipment (loaded or unloaded) and vehicles. Client warrants that Client’s right of way is accessible and unimpeded for safe service of collection carts or dumpster. EGZW shall not be responsible for any damages to Client’s property, including pavement, subsurface, or curbing, resulting from EGZW’s provision of services hereunder.
14.
Entire Agreement: This Agreement represents the entire agreement between the parties and supersedes any and all other agreements, whether written or oral, that may exist between the parties. This Agreement shall be construed in accordance with the law of the state of Colorado. If any provision of this Agreement is declared invalid or unenforceable, then such provision shall be severed from and shall not affect the remainder of this Agreement; however, the parties shall amend this Agreement to give effect, to the maximum extent allowed, to the intent and meaning of the severed provision.