This Organic Waste Removal Services Agreement (the "Agreement") is made and entered into as of October 13, 2025 (the "Effective Date") by and between Applicant ("Client"), and Compost Queen (“Company”), a Public Benefit Corporation located at 1505 N College Ave Fort Collins CO, 80524.
1. SERVICES
1.1 Services. Company will perform organic waste removal services (the “Services”) as outlined in a statement of work executed by the parties, substantially in the form of a Schedule (the “Schedule”)set forth in Exhibit A. The Services will be executed in accordance with the descriptions, specifications, and delivery schedule in the applicable Schedule. Company will coordinate the Services efficiently with Client’s employees and other representatives. The Services will be performed in compliance with all applicable laws, environmental regulations, and Client’s facility policies. Company will ensure that all personnel performing the Services are properly trained, qualified, and authorized to work in the United States. Service schedules can be adjusted with 7 days notice for convenience to either Client or Company, as the ability of the Company allows.
1.2 Service Specifics. In addition to the aforementioned Services, Company shall provide regular weight reporting on all removed materials for Client’s waste diversion records. Accepted organic materials will be handled in accordance with industry standards and not disposed of in landfills. Pick-ups will be scheduled in a timely and consistent manner to minimize disruption to Client’s business. Equipment and spaces used for pick-ups shall be left neat and tidy. Vehicles used for pick-ups shall be well-maintained and comply with all laws. Employees or individuals involved in the Services shall act courteously and professionally. Company will attempt to meet all scheduled service dates unless inclement weather or acts of God make it dangerous to do so. Missed service dates will not be credited or reimbursed, including Thanksgiving, Christmas, New Years Eve, New Years Day, Memorial Day, Labor Day and 4th of July.
1.3 Use of Client Facilities and/or Equipment. If Client provides Company with equipment for Services, Company shall not use Client facilities or equipment for services for any other entity without prior written consent. Company will assume the risk of loss for Client equipment and take necessary precautions to protect it. Any actions affecting Client’s title or interest in the equipment are prohibited.
2. COMPENSATION
2.1 Service Fees. Client agrees to promptly pay Company the fees (the “Service Fees”) of $40 per month, per can for weekly service. The Service Fees are inclusive of all taxes assessed on the Company in the performance of its obligations under this Agreement. If Company installs equipment into Client’s property, Client retains ownership, and if amortized through monthly Service Fees, any remaining amounts at termination shall be due to Company. .
2.2 Startup Fees. Client agrees to pay Startup Fees of $40 upon application to the pilot program. Startup fees are non refundable and do not give ownership to any equipment needed to perform services as outlined in the Schedule. Applicants not chose for the pilot program may use their startup fee towards standard service or request a refund.
2.3 Invoices/Manner of Payment. Invoices shall be submitted monthly, separately for each Client location. Invoices will detail disposal rates, handling fees, hauling costs, and any other charges. Payment of undisputed amounts is due within 30 days of invoicing date. Disputed amounts are due within 15 days of dispute resolution. Payment is preferred via ACH, but mailed check or credit card is accepted. Late payments will accrue interest at 3% compounded monthly.
3. ORGANIC WASTE STREAM PERFORMANCE METRICS
3.1 Contents. Provider shall accept only waste that meets the following requirements:
- A maximum of 220 lbs of waste per 65 gallon cart;
- A maximum of 35 lbs of waste per 4 gallon bucket;
- No more than 1% contamination per container;
- Accepted organic materials defined in the Compostable Items listing unless explicitly permitted in writing from Company. All items not listed in the Compostable Items listing shall be deemed contamination and will be disposed of in the Landfill.
3.2 Non compliance. Client agrees to the following penalties for non compliance of the above mentioned maximum weights or contamination levels:
a. Written warning and re-training;
b. Second written warning and re-training;
c. $100 fine and re-training;
d. $200 fine and re-training;
e. $300 fine and re-training;
f. Company right to terminate service contract with 20 days notice.
4. WARRANTIES AND REPRESENTATIONS
Company represents and warrants that it has the necessary authority to enter and perform this Agreement. The performance will not violate third-party rights or any existing agreements, and Company will comply with all Laws and provide high-quality Services without infringing on third-party intellectual property rights.
5. LIMITATION OF LIABILITY
Except for indemnified claims, neither party or its affiliates will be liable for special, indirect, incidental, consequential, or exemplary damages arising from or related to this Agreement, regardless of fault or legal theory. Company holds no liability for reported diversion statistics. Company or Client cannot be held liable for any injuries or damages resulting from service unless due to the negligent act or omission or willful misconduct of Company or Client.
6. INDEMNIFICATION
Company agrees to defend, hold harmless, and indemnify Client from all claims, damages, losses, expenses, and liabilities arising from bodily injury, property damage, breach of warranty, or non-compliance with Laws in connection with the Services.
6. INSURANCE
Company shall maintain Insurance Coverage, including Commercial General Liability, Workers’ Compensation, and Automobile Liability Insurance.
7. TERM AND TERMINATION
7.1 Term. The Initial Term of this Agreement is one year.
7.2 Renewal Term. This contract will not renew.
7.3 Termination. After the initial term, either party may terminate for convenience with a 60-day notice or for specific location changes. Either party may terminate for material breach with a 20-day notice.
7.4 Effect of Termination. Upon termination, Client will pay undisputed Service Fees earned prior to termination, and Company will provide all Work Product to Client. Both parties will return each other's property and comply with confidentiality provisions. Section 3 through 9 will survive termination.
8. REMARKETING AGREEMENT
Client gives permission for use of logo, service data and name in Company’s sales, publicity and marketing materials with appropriate attribution. Client reserves the right to request removal of branding from any undesired use with 7 days written notice.
9. GENERAL
9.1 Notices. Notices shall be deemed given as specified in the Agreement.
9.2 Relationship of Parties. Company is an independent contractor, and no employer-employee or partnership relationship is intended.
9.3 Employees, Agents, and Subcontractors. Company may use agents or subcontractors as needed to perform duties. All personnel performing Services are Company’s responsibility, and any tax liabilities arising shall be indemnified by Company.
9.4 No Exclusivity. The Agreement does not create exclusivity.
9.5 Governing Law. The Agreement will be governed by the laws of the State of Colorado, and any disputes will be resolved in state or federal courts in Larimer County, Colorado.
9.6 Waiver. No waiver of any term or obligation is valid unless in writing. Failure to enforce a term does not waive the right to enforce it later.
9.7 Assignment. Assignment requires written consent, except for certain specified instances.
9.8 Severability. If any provision is deemed invalid, the remaining provisions will be enforced to the fullest extent permitted by law.
9.9 Entire Agreement. This Agreement, along with attached Exhibits, constitutes the entire agreement, superseding all prior agreements.
10. PILOT TERMS
By applying to this program, you agree to enroll in your selected service should you be chosen to participate. Participants in the pilot program must live in the City of Fort Collins or the growth management area, or operate a business with a service location in the same area. Participants will agree to take two surveys during the life of the program. No skip credits will be given for skipped service. The pilot program cannot be combined with any other offer from Compost Queen.
Acceptance
By accepting these terms digitally, I agree to all the conditions stated above.
