HomeMy WebLinkAboutContract 43982-A4 Ift
� $g1011 �2A
0D RECENED CITY SECRETARY CONTRACT NO. —"L�
J
N JAN 172016 N
� CITY OF FORT WORTH A AMENDMENT NO.4 TO
�a C►TY SECRETARY y CITY SECRETARY CONTRACT NO.43982-A4
!y °j PROFESSIONAL SERVICES AGREEMENT
b�I If U16
This Amendment is entered into by and between the City of Fort Worth (hereafter
"City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise
Counties, Texas, with its principal place of business at 1000 Throckmorton Street, Fort Worth,
Texas, and Allied Waste Service of Fort Worth, LLC, a Texas limited Liability company
(hereafter"Client!), an individual.
WHEREAS, the parties have previously entered into City of Fort Worth City Secretary
Contract No.43982-A3 (the"Contract"),which was executed on October 6,2017;and
WHEREAS,the Contract for the purpose of equipment material,labor and personnel for
container provision refuse and garbage removal,disposal and single stream recycling removal,
and processing services from the City facilities;and
WHEREAS,the original term of the Contract expires on December 31,2017;and
WHEREAS, the City and Client, now wish to extend the term of the Contract for
continued services pursuant to the original Contract.
NOW,THEREFORE,City and Client acting herein by the through their duly authorized
representatives,enter into the following agreement to amend the contract:
1.
Section 3, Term. The term of the Contract is hereby amended to extend the term to
expire February 28,2018,unless terminated earlier in accordance with the Contract.Extension of
the term shall not require an increase of Client's Fee under the Contract.
2.
All other provisions of the Contract which are not expressly amended herein shall remain
in full force and effect.
OFFICIAL RECORD
CITY SECRETARY
WORTH,TX
Executed on this the �ay ofQ(WUl
CITY OF FORT WORTH: AffiW Wasie-ServiceofFortWordi U-C
By: ,1 _C� C..�s� By: �c
Fernando Cosu4i
Assistant City Manager Vi,,.t,,� rv�.,...,gt✓
Owner
Date: /Z/Z /8 Date: t I
RECOMMENDED:
ORT
3rartcI n- $t
Director,Coue l omplianc ®
ATTEST:
By:
Mary i ecce
APPROVED AS TO FORM AND LEGALITY:
By:
Christy lbynolds,
Senior Assistant City Attorney
CFW/)NAME OF VENDOR)
Pap 2 of 3
Contract Authorization:
M&C: P-11444
Date: 1011 b/2012
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract,including
ensuring all rformance and repo g
requiremen�
By: CZLUt
Name: towi 0
Title: �� rV►t-2S �.W/ti ✓1
EOFFICIALECORDETARY9 o 3 OF YIiNDOR] Nq TX
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
Foer WORTH
CITY COUNCILAGENDA
COUNCIL ACTION: Approved on 10/16/2012
REFERENCE P-11444 13P12-0207
DATE: 10/16/2012 NO.: (Revised) LOG NAME: GARBAGE/RECYCLING CITY
FACILITIES MJ (REVISED)
CODE: P TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Agreement with Allied Waste Services of Fort Worth, LLC d/b/a Allied Waste
Services of Fort Worth/Republic Services of Fort Worth for Garbage and Waste Disposal
Services and Recycling Collection for City Facilities in the Amount of$1,557,000.00 (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Agreement with Allied Waste
Services of Fort Worth, LLC d/b/a Allied Waste Services of Fort Worth/Republic Services of Fort Worth, for
regular garbage and waste disposal services and recycling collection for City facilities in the amount of
$1,557,000.00.
DISCUSSION:
Staff recommends and requests that the City Council award a contract to Allied Waste Services of Fort
Worth, LLC d/b/a Allied Waste Services of Fort Worth/Republic Services of Fort Worth (Republic Services)
for furnishing equipment, materials, labor and personnel for container provision, refuse and garbage
removal and disposal as advertised in Request for Proposals (RFP) 12-0207. Services will consist of single
stream recycling removal and processing services from City facilities as called for and directed by the City.
The Water Department Village Creek Wastewater Treatment Plant will also use this Agreement for the
pickup and disposal of solid debris from bar screens as well as miscellaneous trash and grit from drying
beds. The Public Events Department will also use this Agreement for the composting of animal waste at the
Will Rogers Memorial Center.
BID ADVERTISEMENT-This RFP was advertised every Wednesday in the Fort Worth Star-Telegram from
May 16, 2012 through June 13, 2012. Seventy-three vendors were solicited from the purchasing vendor
database, three proposals were received.
The proposals were reviewed by an evaluation committee which consisted of Staff from Code Compliance,
Water, Public Events and Housing and Economic Development departments. The committee ranked the
proposals based on the evaluation factors outlined in the RFP including diversion potential
(recycling/compost/other non-landfill), qualifications and references, business plan and technical proposal,
financial stability and ability to obtain insurance and bonding, M/WBE participation and cost. The committee
determined that Republic Services presented the best value proposal to the City
PRICING ANALYSIS -The pricing offered by Republic Services is 35 percent lower than pricing on the last
annual Agreement which was awarded in 2008 (M&C P-10858).
M/WBE - Republic Services is in compliance with the City's M/WBE Ordinance by committing to 10
percent. M/WBE participation on this project. The City's M/WBE goal on this project is 10 percent.
AGREEMENT TERMS -This Agreement will have a three year term.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=17624&councildate=... 1/18/2018
M&C Review Page 2 of 2
RENEWAL OPTIONS -This Agreement may be renewed for up to two successive one year terms at the
City's option. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budgets, as appropriated, of the participating departments.
BQN\12-0207\MJ
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Lena Ellis (8517)
Additional Information Contact: Jack Dale (8357)Marilyn Jackson (2059)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc review.asp?ID=17624&councildate=... 1/18/2018
CITY SECRETARY
CONTRACT NO. ??R 2-
STATE OF TEXAS §
COUNTIES OF TARRANT, §
DENTON,PARKER §
AND WISE §
CONTRACT FOR REGULAR GARBAGE CONTAINER,WASTE DISPOSAL AND
RECYCLING SERVICES FOR CITY FACILTIES
This Contract is entered into by the City of Fort Worth, Texas, a municipal corporation
situated in Tarrant, Denton, Parker and Wise Counties, Texas, acting herein by and through
Charles Daniels, its duly authorized Assistant City Manager,hereinafter called "City",and Allied
Waste Service of Fort Worth, LLC a Texas limited liability company, hereinafter called
"Contractor."
THIS CONTRACT shall be for the equipment,material,labor,and personnel for container
provision refuse and garbage removal and disposal and single stream recycling removal and
processing services for City facilities as described herein and in the Request for Proposal 12-
0207.
1.
DEFINITIONS
In this Contract,the following words and phrases shall be defined as follows;
Applicable Law shall mean any statute, law, constitution, charter, ordinance, resolution,
judgment, order, decree, rule, regulation, directive, interpretation, standard or similarly binding
authority, which in any case, shall be enacted, adopted, promulgated, issued or enforced that
relates to or affects the City, the Contractor, or the performance by a party of its obligations
hereunder.
City shall mean the City of Fort Worth,Texas.
Commission shall mean the Texas Commission of Environmental Quality(TCEQ).
Containers shall mean roll carts and/or front-load dumpsters ranging in size from two(2)cubic yards
(CY)to ten(10)CY and open-top roll off containers of 30 CY and 40 CY capacity.
Compostable Debris shall mean exempt source separated industrial material,clean wood
material,vegetative material,paper,manure(including paunch manure), bedding material,yard
and brush trimmings,pre-consumer green waste and other feedstock materials that are allowed
under 30 TAC §332.3(d) ,
OFFICIAL RECORD
CITY SECRETARY
12-14-12 P12.22 1N nwoom,TX
Contract shall mean this contract document,Request for Proposal 12-0207,Contractor's
Response and all Attachments to this document.
Contract Year shall mean October through September of each year.
Day shall mean calendar day,unless otherwise specified.
Director shall mean the Director of Code Compliance Department or his/her designated
representative.
Disposal shall mean dumping or depositing of Solid Waste into or onto a Disposal Facility in
compliance with all applicable laws.
Disposal Facility shall mean a sanitary landfill or other Solid Waste Disposal Facility permitted
by TCEQ and/or other applicable regulatory agency with jurisdiction and utilized for the receipt
or final disposition of Solid Waste generated within the City.
Garbage shall mean Solid Waste consisting of putrescible animal and vegetable waste materials
resulting from the handling, preparation,cooking,and consumption of food, including waste
materials from markets,storage facilities,handling,and sale of produce and other food products.
Hazardous Waste shall mean waste defined as,or of a character or in sufficient quantity to be
defined as, a"Hazardous Waste"by the Resource Conservation and Recovery Act, as amended,
or any state or local laws or regulations with respect thereto,or a"toxic substance"as defined in
the Toxic Substance Control Act,as amended,or any regulations with respect thereto,or any
reportable quantity of a"hazardous substance"as defined by the Comprehensive Environmental
Response,Compensation and Liability Act of 1980,as amended,or any regulations with respect
thereto. The term"Hazardous Waste"also includes any waste whose storage, treatment,
incineration or disposal requires a special license or permit from any federal, state or local
government entity,body or agency and any substance that,after the effective date of this
Agreement,is determined to be hazardous or toxic by any judicial or governmental entity,body
or agency having jurisdiction to make that determination.
Material Obligation has the meaning set forth in Section 10(A)(3).
MWBE shall mean a minority or women's business enterprise.
Person shall mean any individual, partnership, corporation, limited liability company,
association,joint stock company, trust, estate, governmental entity, or any other legal entity; or
their legal representatives,agents,or assigns. This definition includes all Governmental Bodies.
Proposal shall mean Contractor's Response to Proposals No. 12-0207 attached to this Contract.
Recyclables shall mean metal,aluminum cans,mixed office paper,cardboard and plastic
containers.Additional items may be added by written mutual agreement of the parties.
2
Contract for Garbage and Recyclables Collection from Cs Facilitiesexecutioncopy
Solid Waste means mean any Garbage, Rubbish, and other discarded material. The term does
not include: (i) solid or dissolved material in domestic sewage, or solid or dissolved material in
irrigation return flows, or industrial discharges subject to regulation by permit issued under the
Water Code, Chapter 26; (ii) soil, dirt, rock, sand, and other natural or man-made inert solid
materials used to fill land if the object of the fill is to make the land suitable for the construction
of surface improvements; (iii) waste materials that result from activities associated with the
exploration, development, or production of oil or gas or geothermal resources and other
substance or material regulated by the Railroad Commission of Texas under the Natural
Resources Code,or(iv)any Unacceptable Waste.
Unacceptable Waste shall mean any and all waste, including but not limited to Hazardous
Waste, special waste, medical waste and asbestos, the acceptance and handling of which by
Contractor would cause a violation of any permit condition, legal requirement, regulatory
requirement or Applicable Laws, and/or cause substantial damage to Contractor's equipment or
facilities, or present a substantial danger to the health or safety of the public or Contractor's
representatives, agents or employees.
Uncontrollable Circumstances includes "unanticipated events," and shall mean any act, event
or condition (excluding those which result from the willful or negligent action or inaction of a
party) occurring during the term that has, or may reasonably be expected to have, a material and
adverse effect on a right or an obligation of either or both parties to this Contract, if such act,
event or condition is beyond the reasonable control of the party relying thereon as justification
for not performing under this Contract. Uncontrollable Circumstances shall include, but are not
limited to, the following: an act of God, landslide, lightning, earthquake, fire, explosion, flood,
ice storm, nuclear radiation, acts of a public enemy or terrorist, war, blockade, insurrection, riot
or civil disturbance or any similar occurrence, or a condemnation or other taking by or on behalf
of any public, quasi-public or private entity, but not including reasonably anticipated weather
conditions for the geographic area of the City;
Uncontrollable Circumstances shall not include:
(1) insolvency or inability to pay any amount;
(2) inability to obtain any letter of credit, surety bond, payment or
performance bond or any other security required by this Contract;
(3) a public or private labor dispute relating to the transportation or disposal
of Waste.
Vehicle shall mean every device in, upon, or by which Contractor uses to transport materials
and/or waste or drawn upon a public or private highway or road to perform the services and
related services described for by this Contract.
Violation shall mean any final determination by a governmental body that the Contractor is in
violation of or not in compliance with any portion of its governmental approvals or Applicable
Law.
3
Contract for Garbage and Recyclables Collection from City Facilitiesexecutioncopy
2.
SCOPE OF CONTRACTOR'S SERVICES
In accordance with industry standards:
A. Contractor shall collect Solid Waste, Recyclables and Compostable Debris from the
City's Facilities shown in Exhibit C. Contractor shall provide such collection service in
accordance with a schedule that is mutually agreed upon in writing by both parties,which
may be amended from time to time.
B. All solid waste collected under the terms of this Contract shall be delivered to properly
permitted landfills approved in advance by the City. All recyclables collected under this
Contract shall be delivered to a recycling facility approved in advance by the City.
C. Contractor will respond to all requests for service within 24 hours.
D. Contractor shall provide, clean, repair and maintain the Containers as necessary for the
collection services herein.
E. In addition to the collection of solid waste and recyclables at other City facilities listed in
Exhibit C,Contractor shall provide collection,disposal and recycling services for the
City's Village Creek Reclamation Facility located at 4500 Wilma Lane as follows:
1. Pick up, haul and properly dispose of the material in nine(9)twenty cubic yard(20
CY)roll-off container(s)primarily used for screenings at the Headwork's Facility and
Bar Screen#3 and for periodic trash and grit and the Drying Bed area.Headwork's
and Bar Screen#3 container(s)shall be pulled on the Monday,Wednesday and Friday
of each week or on a will call basis,due to the variability of loading time.The Drying
Bed area container shall be placed and pulled on a will-call basis due to the variability
of loading time.The Contractor shall respond within twenty-four(24)hours to all will
call request; pulls from 12:OOam to12:00pm,must receive top priority.
2. Pick-up,haul and properly dispose of the material in seven(7)eight cubic yard(8
CY)dumpster container(s),lid top openings,with sliding doors on each side.These
containers shall be pulled on as will call basis,due to the variability of loading time.
(Normal operation will fill approximately 2-3 containers per week)These containers
will primarily be used for Garbage.
3. Pick up,haul and properly dispose of one(1)thirty cubic yard(30 CY)open-top roll
off container.This container shall be pulled on a will-call basis,due to the variability
of loading time.(Normal operation will fill approximately one(1)container per
month).The container will primarily be used for Solid Waste.
4
Contract for Garbage and Recyclables Collection from City Facilitiesexecutioncopy
4. Contractor shall coordinate with City staff at the Service Station(phone 817-392-
4995)each day prior to arriving and leaving the Plant site.
F. Contractor shall accurately complete and provide all manifest necessary by any law or
regulation.Contractor shall log in and classify the type of material for each load taken
from the Village Creek Reclamation Facility,and a copy of the manifest form will be left
at the Service Station each day,prior to leaving the Plant.
3.
SCOPE OF CITY SERVICES
City agrees to perform the following services:
A. Designate a City representative to provide timely direction to the Contractor and render
the City decisions;
B. Notify the Contractor when transportation services are required;
C. Timely review and respond, if necessary,to reports submitted by Contractor;
D. Make timely payments upon review and approval of invoices submitted by the
Contractor;
D. Pay for all disposal costs and expenses associated with all disposals on behalf of the City
pursuant to the terms of this Contract;
E. Monitor the personnel, equipment,and Vehicle standards as described in the terms of this
Contract; and
F. Manage the City's call center and inform Contractor of complaints and work with the
Contractor to resolve complaints and additional service requests regarding service related
to this contract.
4.
TERM
The term of this Contract shall begin on the date the last party has fully executed
the Contract and shall end on September 31, 2015 unless otherwise terminated as
provided herein. City shall have the right to extend this Contract for up to two(2)one(1)
year renewal terms,provided City and Contractor agree to extend this Contract in writing
at least thirty (30) Days prior to the end of the initial term or the then current renewal
term; such agreement shall be in writing and shall (i) renew this Contract on the same
terms, conditions and fees as set forth herein; or (ii) amend this Contract to revise the
terms, conditions and fees as set forth herein.
5
Contract for Garbage and Recyclables Collection from City Facilitiesexecutioncopy
S®
REPORTS AND PAYMENT
For and in consideration of the services performed in accordance with this Contract, City
agrees to pay Contractor as follows:
A. Within fifteen(15) Days of the end of each month during which services are provided by
the Contractor, Contractor shall submit to each city facility (i) a monthly report and (ii)
and an invoice in a form acceptable to the City, detailing monthly total activities, to
include the services provided by Contractor under this Contract. The following
information shall be included on the monthly invoices:
1. quantities and number of loads including type of waste collected (solid waste or
recycling)from specific City facilities;
2. the date of delivery;
3. the ticket number and tons for each roll off load received (not required for cart
and dumpster loads);and
4. monthly payments due Contractor.
B. Payment shall be made to the Contractor within thirty(30)Days from receipt by the City
of the Contractor's final monthly invoice. Prices for the first year of the term of this
Contract shall be as shown in Exhibit B
C. Prices may be adjusted as part of the agreement renewal process. Request for price
adjustment must be accompanied by supporting evidence of a price increase from the
manufacturer. In the event of an industry-wide price change,the City of Fort Worth will
consider requests for one price increase per year of agreement. Notification of price
change must be submitted in writing to the Purchasing Division with the effective date of
change to be at least (30) days after written notification. The City reserves the right to
accept or reject the price adjustments. If the request for price adjustments is not
acceptable to the City of Fort Worth, then the City reserves the right to cancel any
individual items affected or cancel the entire purchase agreement. If the price change is
deemed unreasonable when compared to industry changes, the City of Fort reserves the
right to terminate the contract upon(30)-days written notice.
6.
VEHICLE STANDARDS
A. General
Contractor shall provide a fleet of Vehicles sufficient in number and capacity to perform
the work required by the Contract in accordance with its terms. Contractor shall have
available sufficient back-up Vehicles to respond to complaints and emergencies which
can be reasonably anticipated.
6
Contract for Garbage and Recyclables Collection from City Facilitiesexecutioncopy
B. Specifications
All Vehicles used by Contractor in providing transport of materials under the Contract
shall be in good repair and designed to prevent leakage, spillage or overflow.
Contractor's vehicles will also be in compliance with the City's solid waste vehicle
permitting ordinances. All such Vehicles shall comply with U.S. Environmental
Protection Agency noise emission regulations and other applicable noise control
regulations. Contractor shall use its best efforts to ensure that gross Vehicle weight of all
Vehicles, even when loaded, do not exceed Vehicle license limitations. All containers
furnished by the City shall be in good repair and designed to prevent leakage, spillage
and overflow. Contractor is not responsible for determining whether the loaded container
and the Vehicle's combined weight (the "Combined Weight") exceed the gross Vehicle
weight allowed by license, since weight scales required to make such Combined Weight
determinations are not available at the applicable facility sites. Provided however, should
the City inform Contractor that the Combined Weight does exceed the gross Vehicle
weight allowed by license, then Contactor will take actions directed by the City to
remedy the excess weight situation at the City's expense, and the City shall be
responsible for off-loading and storing sufficient material so that such license limitations
are not exceeded.
C. Vehicle Identification
Contractor's name, local telephone number, and a unique Vehicle identification number
designated by Contractor for each Vehicle shall be prominently displayed on all Vehicles,
in letters and numbers no less than two and one-half(2 fs) inches high. Contractor shall
not place the City's logo on its Vehicles.
D. Equipment Inventory
In addition to the above requested information, Contractor shall furnish the City a written
inventory of all Vehicles used in providing service, and shall update the inventory
annually, The inventory shall list all Vehicles by manufacturer, ID number, date of
acquisition,type, and capacity.
E. Cleaning and Maintenance
Contractor shall maintain all of its properties, facilities and equipment used in providing
service under the Contract in a safe,neat,clean and operable condition at all times.
F. Vehicles
Vehicles used in the transportation of materials under the Contract shall be thoroughly
washed on a regular basis so as to present a clean appearance. City may inspect Vehicles
at any time to determine compliance with sanitation requirements.
G. Applicable Laws
Contractor shall also comply with all Applicable Laws relating to Vehicles including
Sections 12.5-850 through 12.5-863 regarding Privileges Agreements and Grant
requirements; provided, however, any revenue generated by the Contractor for the
services provided to the City under this Contract shall be excluded from the Grant of
7
Contract for Garbage and Recyclables Collection from City Facilitiesexecutioncopy
Privileges fee required by Section 12.5-856 of the City Code.
7.
PERSONNEL STANDARDS
A. Contractor shall furnish such qualified drivers, mechanical, supervisory, clerical and
other personnel as may be necessary to provide the services required in a safe manner.
All drivers shall be trained and qualified in the operation of Contractor's vehicles and
must have in effect a valid Commercial Drivers License, of the appropriate class, issued
by the Texas Department of Public Safety.
B. Contractor shall provide operational and safety training for all of its employees who
utilize or operate Vehicles or equipment for transportation of materials under the
Contract.
C. Contractor shall not, nor shall it permit its employees to demand or solicit, directly or
indirectly, any additional compensation of gratuity from members of the public for
services provided under the Contract.
D. Contractor shall use commercially reasonable efforts to assure that all employees present
a neat appearance and conduct themselves in a courteous manner. Contractor shall
regularly train its employees in customer courtesy, shall have policies that prohibit the
use of loud or profane language, and shall instruct drivers to perform the work as quietly
as possible. If any employee is found not to be courteous or not to be performing
services in the manner required by the Contract, Contractor shall take all appropriate
corrective measures. If City has notified Contractor of a complaint related to
discourteous or improper behavior, Contractor will consider reassigning the employee to
duties not entailing contact with the public while Contractor is pursuing its investigation
and corrective action process.
E. Contractor shall designate qualified employees as supervisors of field operations.
Supervisors will be in the field inspecting Contractor's work and will be available by
radio or phone during the Contractor's hours of operation to handle calls and complaints
from the City,or to follow up on problems and inspect Contractor's operations.
F. All employees of the Contractor performing work under the Contract shall be uniformed
showing their association with the Contractor while operating in the field. Contractor
shall provide a list of current employees, Contractors and subcontractors to City upon
request.
8.
SERVICE STANDARDS
A. Litter Abatement
Contractor shall use due care to prevent materials from being spilled or scattered during
8
Contract for Garbage and Racyclables Collection from City Facilitiewxecutioncopy
the transportation process. If any Solid Waste or Recyclable, or other materials are
spilled during transportation,the Contractor shall promptly clean-up all spilled materials.
B. Noise
All transport equipment operations shall be conducted as quietly as possible using
commercially reasonable practices and shall conform to applicable federal, State, County
and City Code noise level regulations in Section 23-8,as they may be amended.
9.
MWBE REQUIREMENTS
In keeping with the City's Minority/Women Business Enterprise (MWBE) ordinance,
Contractor agrees to the following:
A. The Consultant agrees that a minimum of ten percent (10%) of the total dollar value of this
Contract will be paid as compensation to certified MWBE firms. Monthly reporting is
required to the City of Fort Worth—MWBE Office, 1000 Throckmorton Street, Fort Worth,
Texas 76102. Proof of payment for all invoices from MWBE firms will be required. Final
payment to the Consultant under this Contract may be withheld pending MWBE Office
approval of documentation.
B. Contractor will, during the term of this Contract,provide City with monthly reports detailing
its compliance with the requirements for MWBE participation, including but not limited to
the activities of the MWBE and the dollar value of those services, as required by the City.
City shall have a right of access to any and all books, records and documents which relate to
MWBE subcontracts for the performance of services which relate to this Contract in order to
audit and verify the information contained in the monthly reports. Contractor shall include in
all MWBE subcontracts a similar provision allowing City access to subcontractor's books,
records and documents relating to services which related to this Contract for these purposes.
10.
EVENTS OF DEFAULT BY CONTRACTOR
A. The following shall constitute Events of Default on the part of the Contractor except to
the extent caused by the occurrence of an Uncontrollable Circumstance or City's fault
unless otherwise specified herein:
I, Failure by the Contractor to perform any Material Obligation of Contractor under the
terms of this Contract, and (i) written notice thereof has been provided by the
Director specifying such failure and requesting that such condition be remedied, and
(ii) Contractor fails to cure the default within fifteen (15) days after receiving notice
from the Director (provided, if such failure is of a nature that it cannot be cured
within such fifteen (15) day period, Contractor shall not be in default if Contractor
commences the curing of such failure within such fifteen (15) day period, and
diligently pursues to completion the curing thereof);or
9
Contract for Garbage and Recyclables Collection from City Facilities"ecutioncopy
2. The Contractor being insolvent or bankrupt or ceasing to pay its debts as they mature
or making an arrangement with or for the benefit of its creditors or consenting to or
acquiescing in the appointment of a receiver trustee, or liquidator for a substantial
part of its property; or a bankruptcy, winding up, reorganization, insolvency,
arrangement,or similar proceeding instituted by the Contractor, under the laws of any
Governmental Body or against the Contractor, if the Contractor does not take the
appropriate action to dismiss said proceedings; which proceedings have not been
dismissed within ninety (90) Days of the institution of such proceedings; or any
action or answer by the Contractor approving, consenting to, or acquiescing in, any
such proceedings; or the event of any distress, execution, or attachment upon the
property of the Contractor which shall substantially interfere with its performance
hereunder;or
3. The following acts or omissions by the Contractor shall constitute failure to perform a
Material Obligation of Contractor under this Contract:
a. Failure to commence work operations within the time specified in the
Contract.
b. Failure to provide and maintain sufficient labor, Vehicles and equipment or
licenses, permits and necessary approvals from City or a third party to
properly and legally execute the working operations.
c. Evidence that Contractor has abandoned the work.
d. Failure to maintain the required insurance as determined herein.
e. Assignment by Contractor of the Contract in violation of Article 23 of the
Contract.
f. Failure to supply complete and accurate information as required in this
Contract.
g. Failure to indemnify the City as required herein.
h. Falsifying records or reports to the City, State or Federal governments.
i. Failure to maintain required level of MWBE participation.
j. Failure to comply with Applicable Law that materially affects Contractor's
ability to perform this Contract as reasonably determined by the City Council.
B. City shall, as soon as practical, notify Contractor of any failure on the Contractor's part to
comply with the terms of this Contract. After receipt of notice from the City of an Event of
10
Contract for Clarbage and Recyclables Collection from City Facilitiesexacutioncopy
Default, Contractor shall acknowledge receipt of such notice by telephone, facsimile, or
email within forty-eight (48) hours. Contractor shall provide the City with verbal notice of
what corrective action has or shall be taken by the Contractor and shall follow up with
written notice describing the same along with any additional relevant information,within five
(5) calendar days. Failure to provide acknowledgement of receipt of notice, or plan of
corrective action, within the above mentioned time period(s) shall constitute an Event of
Default by the Contractor.
C. Contractor shall be excused for the failure to perform its obligations under this Agreement if
such failure results from the occurrence of an Uncontrollable Circumstance. Contractor shall
seek diligently and in good faith to perform its obligations,notwithstanding the occurrence of
an Uncontrollable Circumstance, to mitigate the adverse effects of an Uncontrollable
Circumstance, and to overcome an Uncontrollable Circumstance as soon as practicable.
Contractor shall provide written notice of an Uncontrollable Circumstance to City within a
reasonable time, but not greater than twenty-four (24) hours, of Contractor's knowledge of
such Uncontrollable Circumstance. Such notice shall, at a minimum, set forth the following
(to the extent then known or available, or if not, as soon as practicable thereafter, a separate
notice shall provide such information not provided in the first notice): (a) description of the
Uncontrollable Circumstance that has occurred; and (b) the effect, if any, or such
Uncontrollable Circumstance on Contractor's performance or other obligations under this
Agreement. After the resolution of an Uncontrollable Circumstance and the restoration of
services hereunder,Contractor shall provide written notice of a reinstatement of services.
IL
EVENTS OF DEFAULT BY CITY
A. The following shall constitute Events of Default(herein so called)on the part of the City,
except to the extent excused by the occurrence of an Uncontrollable Circumstance or
Contractor's fault unless otherwise specified herein:
1. Failure by City to perform any material obligation of City under the terns of this
Contract, and (i) written notice thereof has been provided by Contractor specifying
such failure and requesting that such condition be remedied, and(ii) City fails to cure
the default within fifteen(15)days after receiving notice from Contractor(provided, if
such failure is of a nature that it cannot be cured within such fifteen (15) day period,
City shall not be in default if City commences the curing of such failure within such
fifteen(15)day period,and diligently pursues to completion the curing thereof);or
2.City being insolvent or bankrupt or ceasing to pay its debts as they mature or making
an arrangement with or for the benefit of its creditors or consenting to or acquiescing
in the appointment of a receiver,trustee or liquidator for a substantial part of its
property;or a bankruptcy,winding up,reorganization, insolvency,arrangement or
similar proceeding instituted by City under the laws of any jurisdiction or against City,
if City does not take appropriate action to dismiss said proceedings, which proceedings
11
Contract for Garbage and Recyclables Collection from City Facilitiesexecutioncopy
have not been dismissed within ninety(90)Days of the institution of such
proceedings;or any action or answer by City,approving of,consenting to,or
acquiescing in,any such proceedings;or the levy of any distress,execution or
attachment upon the property of City,which shall substantially interfere with its
performance hereunder.
B. Contractor shall, as soon as practical, notify City of any failure on the City's part to
comply with the terms of this Contract. After receipt of notice from the Contractor of an
Event of Default, City shall acknowledge receipt of such notice by telephone, facsimile,
or email within forty-eight (48) hours. City shall provide the Contractor with verbal
notice of what corrective action has or shall be taken by the City and shall follow up with
written notice describing the same along with any additional relevant information, within
five (5) calendar days. Failure to provide acknowledgement of receipt of notice, or plan
of corrective action, within the above mentioned time period(s) shall constitute an Event
of Default by the City.
C. City shall be excused for the failure to perform its obligations under this Contract if such
failure results from the occurrence of an Uncontrollable Circumstance. City shall seek
diligently and in good faith to perform its obligations, notwithstanding the occurrence of
an Uncontrollable Circumstance, to mitigate the adverse effects of an Uncontrollable
Circumstance, and to overcome an Uncontrollable Circumstance as soon as practicable.
City shall provide written notice of an Uncontrollable Circumstance to Contractor within
a reasonable time, but not greater than twenty-four (24) hours, of City's knowledge of
such Uncontrollable Circumstance. Such notice shall, at a minimum, set forth the
following (to the extent then known or available, or if not, as soon as practicable
thereafter, a separate notice shall provide such information not provided in the first
notice): (a)description of the Uncontrollable Circumstance that has occurred; and (b)the
effect, if any, or such Uncontrollable Circumstance on City's performance or other
obligations under this Contract. After the resolution of an Uncontrollable Circumstance
and the restoration of services hereunder, City shall provide written notice of a
reinstatement of services. The City shall not be excused for payment of monies due to
the Contractor for services rendered.
12
Contract for Gu*c and Rayelables Collation from City Facilitiesomutioncopy
12.
PAYMENT DISPUTE
If a party disputes any amount that is payable under this Contract, the party disputing
shall provide written notice to the other party of such disputed amount, together with sufficient
information to enable the other party to understand the nature of the dispute. Such notice shall
be delivered by the party disputing such amount no later than the date that such amount is due
and payable (or, if later, within ten (10) days after the date on which the disputing party has
information necessary to determine that it has a dispute) and (as applicable) the party disputing
such amount shall make payment of the undisputed amount on the due date thereof. If the
amount that is in dispute is ultimately determined to be due and payable, such disputed amount,
together with interest thereon (at the lesser of(i)the maximum rate of interest permitted by
applicable laws or(ii) 1%over the prime rate of interest published in The Wall Street Journal, or
such other daily financial publication as shall be mutually agreeable to the parties if The Wall
Street Journal ceases to be published or ceases to publish such information) shall be paid by the
party disputing such amount within ten(10)business days.
13.
TERMINATION
All work and services of this Contract may be suspended on written order of the City, or
the Contract may be declared terminated by the City Council, for any Event of Default by
Contractor with thirty (30) days written notice to the Contractor. All work and service of this
Contract may be suspended with thirty(30) Days written notice by Contractor to the City, or the
Contract may be declared terminated with thirty (30) days written notice to the City by
Contractor,for any Event of Default by the City.
14.
INDEMNIFICATION
A. CONTRACTOR SHALL RELEASE, INDEMNIFY, REIMBURSE, DEFEND,
AND HOLD HARMLESS, CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF THE WORK AND
SERVICES TO BE PERFORMED HEREUNDER BY CONTRACTOR, ITS
OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES, OR INVITEES, INCLUDING DAMAGES, LOSS, INJURY OR
DEATH, TO THE EXTENT CAUSED BY ANY ERROR, OMISSION, DEFECT,
OR DEFICIENCY,INCLUDING NEGLIGENCE OF CONTRACTOR.
B. UPON LEARNING OF A CLAIM, LAWSUIT, OR OTHER LIABILITY WHICH
CONTRACTOR IS REQUIRED HEREUNDER TO INDEMNIFY, THE CITY
13
Contract for Qarbage and Recyclablea Collection from City Faeilitieaexecutioncopy
SHALL PROVIDE CONTRACTOR WITH REASONABLY TIMELY NOTICE
OF SAME.
C. THE OBLIGATIONS OF THE CONTRACTOR UNDER THIS SECTION SHALL
SURVIVE THE EXPIRATION OF THIS CONTRACT AND THE DISCHARGE
OF ALL OTHER OBLIGATIONS OWED BY THE PARTIES TO EACH OTHER
HEREUNDER.
D. IN ALL OF ITS CONTRACTS WITH SUBCONTRACTORS FOR THE
PERFORMANCE OF ANY WORK UNDER THIS CONTRACT, CONTRACTOR
SHALL REQUIRE THE SUBCONTRACTORS TO INDEMNIFY THE CITY IN A
MANNER CONSISTENT WITH THIS SECTION.
15.
INSURANCE
Contractor shall not commence work under this Contract until it has obtained all
the insurance required under the Contract, and such insurance has been approved by the
City. Contractor shall keep the required insurance in force throughout the term of this
Contract.
A. Commercial General Liability
$2,000,000 Each Occurrence
$4,000,000 Aggregate
B. Automobile Liability
$2,000,000 Each accident on a combined single limit basis
Coverage shall be on any vehicle used by the Contractor, its employees,
agents, representatives in the course of the providing services under this
Agreement. "Any vehicle"shall be any vehicle owned, hired and non-
owned
C. Pollution Liability
$2,000,000 Each Occurrence
$4,000,000 Aggregate
D. Worker's Compensation
Statutory Limits
Employer's liability
14
Contract ror Garbage and Recyclable$Collection from City Facilitiesexecutioncopy
$100,000 Each accident on a combined single limit basis
$100,000 Disease-per each employee
$500,000 Disease-policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.01 et seq.Tex. Rev.
Civ. Stat.)and minimum policy limits for Employers' Liability of$100,000 each
accident/occurrence,$500,000 bodily injury disease policy limit and$100,000 per disease per
employee
The following shall pertain to all applicable policies of insurance(A. through D.)listed above:
1. Additional Insured Clause: "The City of Fort Worth, its officers, agents,
employees, and representatives are added as additional insureds as respects
operations and activities of, or on behalf of the named insured, performed under
Contract with the City of Fort Worth."An equivalent clause may be acceptable in
the discretion of the City. This additional insured clause will not be required on
Worker's Compensation Insurance.
2. Subcontractors shall be covered under the Contractor's insurance policies or they
shall provide their own insurance coverage; and, in the latter case, documentation
of coverage shall be submitted to the Contractor prior to the commencement of
work and the Contractor shall deliver such to the City.
3. Prior to commencing work under this Contract, the Contractor shall deliver to the
City of Fort Worth insurance certificate(s) documenting the insurance required
and terms and clauses required.
4. Each insurance policy required by this Contract shall contain the following
clauses: "This insurance shall not be canceled, limited in scope or coverage or
non-renewed until after thirty(30)Days prior written notice has been given to the
City.Note: Written notice can be by Contractor or insurance company.
5. The insurers for all policies must be approved to do business in the State of Texas
and be currently rated in terms of financial strength and solvency to the
satisfaction of the Risk Manager for the City.
16.
INDEPENDENT CONTRACTOR
Contractor shall perform all work and services hereunder as an independent contractor
and not as an officer, agent or employee of the City. Contractor shall have exclusive control of,
and the exclusive right to control, the details of the work performed hereunder and all persons
performing same, and shall be solely responsible for the acts and omissions of its officers,
15
Contract for Garbage and Recyclables Collection from City Facilities"ecutioncopy
agents, employees and subcontractors. Nothing herein shall be construed as creating a
partnership or joint venture between the City and the Contractor, its officers, agents, employees
and subcontractors; and the doctrine of respondeat superior shall have no application as between
the City and the Contractor.
17.
LICENSES PERMITS AND FEES
Contractor agrees to obtain and pay for all licenses, permits, certificates, inspections and
all Governmental Approvals and other fees required by Applicable Laws or otherwise necessary
to perform the services prescribed in the Scope of Work and RFP.
18.
UNACCEPTABLE WASTE AND TITLE TO WASTE
A. Contractor shall NOT knowingly transport, nor be required to transport for disposal,
Unacceptable Waste. Contractor shall leave Unacceptable Waste at its original location or
location of discovery and notify the Director immediately of the location and provide the
Director with a description of such waste.
B. Title to, and risk of loss and responsibility for, all waste or other materials under this
Contract, whether Unacceptable Waste or not, shall at all times remain with the City, and
shall in no event be deemed to pass to Contractor unless otherwise required by State or
Federal laws, rules or regulations. City agrees that it shall not knowingly provide any
Unacceptable Waste for pickup by Contractor. If any Unacceptable Waste is contained in
any container for pickup by Contractor, Contractor may, at Contractor's sole option, (i)
refuse to pickup and transport such Unacceptable Waste, or (ii) if Contractor does not
discover such Unacceptable Waste in time to refuse pickup and transportation, Contractor
may (but is not obligated to), after obtaining approval from the City, as the City's agent,
transport such Unacceptable Waste to a location fully authorized to accept such Unacceptable
Waste in accordance with all Applicable Laws and charge the City all direct and indirect
costs incurred due to delivery and disposal of such Unacceptable Waste.
C. The City shall compensate Contractor for any commercially reasonable expenses incurred as
a result of Contractor's services associated with handling Unacceptable Waste. Any
additional or return trips as a result of the presence of Unacceptable Waste shall be paid to
Contractor by the City at the normal hourly rate.
19.
CUMULATIVE REMEDIES
The rights and remedies granted in this Contract are cumulative,and the exercise of such
rights shall be without prejudice to the enforcement of any other right or remedy authorized by
law or this Contract.No waiver of any violation shall be deemed or construed by a court of law
or an arbitrator to constitute a waiver of any other violation or other breach of any of the terms.
16
Contract for Garbage and Recyclable Collection from City Facilitiexxeeutioncopy
20.
REMEDIES FOR BREACH
The parties agree that,except as otherwise provided in this Contract with respect to
termination, in the event that either party breaches this Contract, the other party may exercise
any legal rights it has under this Contract under the security instruments and under Applicable
Law to recover damages or to secure specific performance, and that such rights to recover
damages and to secure specific performance shall ordinarily constitute adequate remedies for any
such breach.Neither party shall have the right to terminate this Contract for cause except upon
the occurrence of an Event of Default unless otherwise expressly stated herein.
21.
DISCLOSURE OF CONFLICTS
Contractor warrants to the City of Fort Worth that it has made full disclosure in writing of
any existing conflicts of interest related to the services to be performed hereunder. Contractor
further warrants that it will make prompt disclosure in writing of any conflicts of interest that
develop subsequent to the signing of this Contract.
22.
RIGHT TO AUDIT.
Contractor agrees that the City shall, for(3) years after any payment under this Contract,
have access to and the right to examine any directly pertinent books, documents, papers and
records of the Contractor involving transactions relating to that payment and this Contract.
Contractor agrees that the City shall have access during normal working hours to all necessary
Contractor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. The City shall give Contractor
reasonable advance notice of intended audits and request for access. Notwithstanding any other
provision of this Contract, however, in no event shall Contractor be obligated to provide to the
City financial information (i) relating to the operations of the Contractor other than its services
rendered under this Contract or (ii) relating to the operations of any affiliate or subsidiary of the
Contractor.
23.
PROHIBITION OF ASSIGNMENT
Neither party hereto shall assign or transfer its interest herein without the prior written
consent of the other party, and any attempted assignment or transfer of all or any part hereof
without such prior written consent shall be void. City shall not unreasonably withhold consent to
assignment by Contractor of this Contract to an affiliate of Contractor.
17
Contract for Garbage and Recyclable,Collection from City Facilitiesexecutloncopy
24.
WAIVERS
No failure by the City or by Contractor to insist upon the strict performance of any term,
covenant, agreement, provision, condition or limitation of this Contract or to exercise any right
or remedy hereunder shall constitute a waiver of any such breach or of such term, covenant,
agreement, provision, condition or limitation. No term, covenant, agreement, provision,
condition or limitation of this Contract to be kept, observed or performed by the City or by
Contractor, and no breach thereof, may be waived, altered or modified except by a written
instrument executed and acknowledged by and delivered to the City and Contractor. No waiver
of any breach shall affect or alter this Contract, but each and every term, covenant, agreement,
provision, condition and limitation of this Contract shall continue in full force and effect with
respect to any other then existing or subsequent breach thereof.
25.
GOVERNMENTAL POWERS AND IMMUNITIES
It is understood and agreed that, by execution of this Contract, City does not waive or
surrender any of its governmental powers or immunities. Contractor acknowledges that the City
is a Governmental Body and as such has certain rights, powers and duties that may affect the
Contractor's rights or obligations under the Contract. The Contractor agrees that no action by
the City acting in its governmental capacity shall be construed as a breach or default by the City
under this Contract, nor shall any such action excuse the Contractor from performance of its
obligations under this Contract; provided, however, if such action constitutes an Uncontrollable
Circumstance, the Contractor may assert any rights it may have under this Contract as is
permitted for any other Uncontrollable Circumstance.
26.
COMPLIANCE WITH LAWS
The parties and their officers, agents, employees, contractors and subcontractors, shall
abide by and comply with all Applicable Laws in the performance of this Contract.
2T
DISCRIMINATION PROHIBITED
Contractor, in the execution, performance or attempted performance of this
Contract,shall not discriminate against any person or persons on any unlawful basis.
28.
SUCCESSORS AND ASSIGNS
All of the terms,covenants,and agreements contained herein shall be binding upon and
shall inure to the benefit of successors and assigns of the respective parties hereto.
18
Contract for Garbage and Recyclablea Collection from Facilifiesexecutioncopy
29.
NOTICES
Any notices (unless otherwise specified herein), bills, invoices or reports required by this
Contract shall be sufficient if sent by the parties in the United States mail, postage paid, to the
address noted below:
If to the City: Kim Mote,Assistant Director
Solid Waste Services Division
Code Compliance Department
City of Fort Worth
4100 Columbus Trail
Fort Worth,Texas 76133
If to the Contractor: Allied Waste Services of Fort Worth, LLC
6100 Eilliot Reeder Road
Fort Worth,Texas 76117
Attention: General Manager
With a copy to: Republic Services, Inc.
18500 N.Allied Way
Phoenix,Arizona 85054
Attention:Deputy General Counsel, West Region
30.
NO THIRD PARTY BENEFICIARY
This Contract does not create,and shall not be construed as creating,any right
enforceable by any person not a party to this Contract.
31.
CHOICE OF LAW, VENUE
This Contract shall be construed in accordance with the internal law of the State of Texas.
Should any action,whether real or asserted, at law or in equity,arise out of the terms of this
Contract venue for said action shall be in Tarrant County, Texas,
32.
SAVINGS CLAUSE
In case any one or more of the provisions contained in this Contract shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
19
Contract for Garbage and Recyclables Collection from City Facilitionxecutioncopy
unenforceability shall not affect any other provision of this Contract; this Contract shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
33.
ENTIRE AGREEMENT
This Contract supersedes any and all other agreements,either oral or written,between the
parties hereto with respect to the subject matter hereof and contains all of the covenants and
agreements between the parties with respect thereto. If there is a conflict between the terms of
the Request for Proposals No. 12-0207 and the terns of this Contract, the terms of the Contract
shall prevail.
34.
NON-APPROPRIATION
In the event that no funds or insufficient funds are collected, appropriated and budgeted
for payment of amounts due hereunder by City to Contractor, City shall notify Contractor and
this Contract shall terminate on the last Day of the fiscal period for which appropriations were
made without penalty or expense to City of any kind whatsoever, except as to the payment of
amounts due and payable for which appropriations have been made for said fiscal period. City
covenants that it will provide Contractor as much notice as possible of this contingency.
Provided, however, that this Section 38 is not intended to grant to the City an independent
ground for termination of this Contract separate and apart from any grounds for termination for
non-appropriation or non-availability of funds which would be provided to City by reason of
Tex.Const.Ann.Art. 11, Sec. 5 and 7.
[Signatures on following page]
20
Contract for Garbage and Recyclables Collection from a icy Facilitiesexecutioncopy
EXECUTED to be effective from and after theday of�i!�'— 2012.
CITY OF FORT WORTH,TEXAS ALLIED WASTE SERVICE OF
FORT WORTH,LLC
BY:
Daniels
Assistant City Manager
Date Signed: / .J3,/2 Date wpwed: /7-// 17
ATTEST: NESS:
f�' A
o00at tY41000go
ity Secret o���
m'tC P 1 uvy 0�o d
p�q o d
OA'6 O Y
¢l�'�Q�a'°�Garwaooao19a
APPROVED AS TO FORMA CORPORATE SEAL:
AND LEGALITY:
Christy ft. Lopez-Reyolds
s
Sr.Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
21
Contract for Garbage and Recyclables Collection from City Facilitiesexecutioncopy
EXHIBIT A
REQUEST FOR PROPOSAL 12-0207
22
Contract for Garbage and Recyclables Collodion from City Facilitiewxwutioncopy