HomeMy WebLinkAboutContract 50563 STATE OF TEXAS § CITY SECRETARY jZ
§ CONTRACT NO. V
COUNTIES OF TARRANT, §
DENTON, PARKER AND WISE §
CONTRACT FOR THE PROCESSING OF RECYCLABLE MATERIALS AND
RESOURCE RECOVERY SERVICES
THIS CONTRACT is made and entered into by and between the City of Fort Worth, a
home-rule municipal co �ora�ti�o�n �in Tarrant, Denton, Parker and Wise Counties, Texas, acting
herein by and throughA � � °Yl , its duly authorized Assistant City
Manager, hereinafter called "City", and-Allied Waste Services of Fort Worth, LLC a Texas
corporation doing business in Texas as North Texas Recycling Complex or Republic Services of
Fort Worth, hereinafter called "Contractor."
THIS CONTRACT shall be for Processing services for collected Recyclables (the "Recycling
Services") as indicated in Contractor's Proposal and the RFP.
KNOW BY ALL THESE PRESENT:
1.
DEFINITIONS
Acceptable Material, also called Program Recyclable Materials shall mean recyclable
material, including but not limited to: newspaper, corrugated cardboard, pizza boxes, kraft paper,
boxboard, chipboard (e.g. tissue and cereal boxes, paper towel and toilet paper cores and similar
items), aseptic cartons and containers, home-office paper (e.g. computer paper, calendars, school
papers and shredded paper contained in paper bags), magazines and shopping catalogs,
envelopes, paperboard, paper grocery bags, other cartons (e.g. soda and drink), old phone
directories, softbound paperback books, shopping and lunch bags, discarded mail, carbonless
forms paper, paper towel cores and toilet paper cores, aluminum food and beverage containers,
aluminum foil and baking tins, ferrous metal containers (e.g. steel or tin food cans, pots and
pans, empty aerosol cans and paint cans), glass (e.g. bottles and jars), and rigid plastic (resins
No.l thru No.7) containers (e.g. bottles, cups, jars, food trays, tubs and bowls) and eating
utensils, separated single-use plastic bags and packaging films (e.g. retail shopping bags or
packaging wraps) collected from City residences and businesses or from any of the City's
Convenience Centers. It is not necessary to remove paper labels from containers. Acceptable
Material should be reasonably free of food residue. Acceptable Material does not include
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Unacceptable Material excepting an allowance for no more than thirty percent (30%) residue by
weight.
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.
City Collector shall mean the Person, firm, corporation or association or the agents or
employees thereof to whom the City shall have granted a franchise or a permit, or designated as
duly authorized to perform the Collection Services, receive, carry, haul or transport Recyclables
within the City, and may include the City.
Collection Services shall mean removal of Recyclables for transport elsewhere, or cause such to
be done.
Collection Contract(s) shall mean the contract(s) the City has with other Persons for the
collection of Solid Waste and Recyclables for designated service units, residences and businesses
within the City and/or from the City Convenience Centers.
Commission shall mean the Texas Commission of Environmental Quality (TCEQ).
Contamination shall mean material or substance other than Program Recyclable Materials.
Contract shall mean this Contract, all attachments and exhibits and all other ancillary documents
required under the RFP.
Contractor shall mean Allied Waste Services of Fort Worth, LLC dba Republic Services of Fort
Worth.
Contract Year shall mean April 1, 2018 through March 31, 2023.
Convenience Center shall mean a facility which includes a vehicle receiving area and various
bulk containers for deposit of selected waste and recyclable materials so as to provide City
residents with one-stop, drop-off service for deposit of municipal Solid Waste and Recyclable
Materials.
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Cost Adjustment Method shall mean the adjustment of unit prices as shown on EXHIBIT C
under this Contract with the City by the Contractor for each year of the Contract as shown on
EXHIBIT A. The price may be adjusted upward or downward to reflect changes in the cost of
operations by a cost adjustment calculation using indices applicable to certain services.
Day shall mean calendar day, unless otherwise specified.
Delivery Facility shall mean the Contractor's facility located at 6200 Elliott Reeder Road, Fort
Worth, Texas, whose activities include acceptance of Loads of Recyclable Materials from City
Collection Vendor. Delivery Facility must have a (i) minimum clearance for doors of twenty-six
(26) feet high, minimum space to accommodate three (3) City Collection Vendor collection
vehicles tipping simultaneously, and (ii) minimum clearance within tipping area of thirty (30)
feet high.
Director shall mean the Director of Code Compliance and/or the designated City representative.
Disposal shall mean the deposit of any material at a disposal site authorized by the State to
manage such waste and shall meet all local, State, and federal requirements.
Disposal Allowance shall mean the City's grant to Contractor the right to dispose of the
estimated Residue and Contamination tons delivered by or on behalf of the City to the
Processing Facility and accepted by Contractor for the prior month at no cost to Contractor at the
Southeast Landfill.
Disposal and Transportation Fee shall mean the fee intended to recover costs of Disposal
beyond those compensated by the Disposal Allowance such as hauling.
Excluded Waste shall mean any waste, the acceptance and handling of which by Contractor
would cause a violation of any permit, condition, legal or regulatory requirement including but
not limited to Hazardous Waste or Medical Waste, toxic substances, wastes or pollutants;
contaminants; pollutants; infectious wastes; or radioactive wastes, each as defined by applicable
federal, state or local laws, regulations or permits.
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.
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Governmental Entity shall mean, as appropriate, any one or several of any court of competent
jurisdiction, the United States of America, the State of Texas and/or any appropriate jurisdiction
over activities relating to the services provided for under the terms of this Contract; or any
agency, authority, regulatory body or subdivision of any of the above as may have jurisdiction
over or power and authority to regulate the City, the Contractor, or the collection of Solid Waste.
Government Approvals shall mean all licenses, permits and approvals required from any
Governmental Entity for performance of the Contractor's obligations under this Contract.
Guarantor shall mean Republic Services, Inc.
Guaranty shall mean the Guaranty Agreement, dated as of A], 2018 from the
Guarantor to the City.
Hazardous Waste shall mean any Solid Waste identified or listed as a Hazardous Waste by the
administrator of the United States Environmental Protection Agency (EPA) pursuant to the
federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act
of 1976, 42 USC, §6901 et seq, as amended.
Incoming Ton shall mean the net Ton as reported by the scale house. No adjustments shall be
made to Incoming Tons for shrinkage of materials or loss materials.
Letter of Credit shall mean an irrevocable direct pay letter of credit issued by a United States
bank whose long-term debt is rated "A" or better by either rating service and which maintains a
banking office in the State of Texas. The Letter of Credit shall be in the stated amount equal to
one (1) year's estimated payments to the City, shall be for a term of one (1) year, shall be
continuously renewed, extended or replaced so that it remains in effect until 180 Days after the
termination of this Contract, and shall be issued substantially in the form set forth in the RFP
subject to reasonable modifications required by the issuing bank at the time of issuance. Such
modifications shall be subject to the City's approval, which approval shall not be unreasonably
withheld, and the City shall have the right to request the Contractor to find a replacement issuing
bank if the City does not approve of such modifications.
Load shall mean all materials from a vehicle hauled to and unloaded at the Delivery Facility.
Marketing shall mean identification and development of end markets for Recovered Materials
and the selling of Recovered Materials to end markets.
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Material Obligation shall mean those services or duties for which this Contract calls upon by a
party to perform including but not limited to the timely payment of any assessed liquidated
damage, unless specifically noted otherwise within the terms of this Contract, and for which, by
the terms of this Contract may constitute grounds for penalties or termination if the party fails to
perform such services or duties.
Medical Waste shall mean waste generated by health-care-related facilities and/or associated
with healthcare activities, not including Garbage or Rubbish generated from offices, kitchens, or
other non-healthcare activities. The term includes special waste from healthcare related facilities
or associated healthcare activities which is comprised of animal waste, bulk blood and blood
products, microbiological waste, pathological waste, and sharps as those terms are defined in 25
TAC §1.132 (Definition, Treatment, and Disposition of Special Waste from Health-Care Related
Facilities) or any successor. The term does not include Medical Waste produced on farmland and
ranchland as defined in Agriculture Code, §252.001(6) (Definitions--Farmland or ranchland) or
any successor, nor does the term include artificial, nonhuman materials removed from a patient
and/or requested by a patient, including but not limited to orthopedic devices and implants.
MWBE shall mean a certified minority or women's business enterprise pursuant to City most
recent ordinance in effect.
Performance Bond shall mean a corporate surety bond that guarantees compensation to the City
in the event that the City must assume the obligations or duties of the Contractor in order to
continue the services defined in the Contract.
Person shall mean any individual, partnership, co-partnership, firm, company, corporation,
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.
Processing shall mean the separation and preparation of Single-stream Recyclables, delivered to
the Contractor by the City or the City Collector(s), into marketable commodities.
Processing Facility shall mean the Contractor's facility located at 6200 Elliott Reeder Road,
Fort Worth, Texas, whose activities include, but are not limited to, the separation and preparation
of Recyclables and their residuals to produce a marketable commodity or product(s) for
beneficial use.
Processing Fee shall mean the amount paid by the City to the Contractor for the Acceptable
Material accepted at the Delivery Facility and processed at the Processing Facility.
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Recovered Materials shall mean Recyclable Materials which have been processed to market
specifications.
Recyclables shall mean empty, clean, dry material that has been recovered or diverted from the
non-hazardous Solid Waste stream for purposes of reuse, Recycling, or reclamation, a substantial
portion of which is consistently used in the manufacture of products, which may otherwise be
produced using raw or virgin materials. Recyclables are not Solid Waste.
Recycling shall mean a process by which materials that have served their intended use or are
scrapped, discarded, used, surplus, or obsolete, are collected, separated or processed and returned
to use in the form of raw materials in the production of new products. Except for mixed
Municipal Solid Waste composting, that is, composting of the typical mixed Solid Waste stream
generated by residential, commercial, and/or institutional sources, Recycling includes the
composting process if the compost material is put to beneficial use.
Recyclable Revenue Share shall mean the portion of revenues from the sale of Recyclable
Materials less Processing Fees that is payable to the City.
Recycling Services shall mean those services for which the City and the Contractor have
negotiated and agreed upon according to the terms of this Contract.
Refuse shall mean nonputrescible Solid Waste (excluding ashes), consisting of both combustible
and noncombustible waste materials. Combustible Refuse includes paper, rags, cartons, wood,
excelsior, furniture, rubber, plastics, yard trimmings, leaves, or similar materials;
noncombustible Refuse includes glass, crockery, tin cans, aluminum cans, metal furniture, and
similar materials that will not burn at ordinary incinerator temperatures (1,600 degrees
Fahrenheit to 1,800 degrees Fahrenheit).
Residue shall mean Program Recyclable Material that is processed by the Processing Facility
equipment that is not recovered as recyclable materials.
RFP shall mean the Request for Proposals No.18-0149 and all ancillary documents of the RFP or
Contractor's Response to the Proposal.
Rubbish shall mean the same as Refuse.
Single-stream Recyclables shall mean all Acceptable Material as defined herein.
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Small Hauler shall mean any Person other than the City that does not own or operate a
Processing Facility within twenty (20) road miles from the intersection of I-30 and I-35W.
Solid Waste shall mean any Garbage, Rubbish, Refuse, sludge from a wastewater treatment
plant, water supply treatment plant, or air pollution control facility, and other discarded material,
including solid, liquid, semi-solid, or contained gaseous material resulting from industrial,
municipal, commercial, mining, and agricultural operations and from community and
institutional activities. The term does not include:
(A) 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;
(B) 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.
Ton shall mean a short ton of 2000 pounds.
Unacceptable Loads shall mean any material that does not meet the requirements of the Texas
Administrative Code, 30 TAC §328; a Load of Recyclable Material contains more than thirty
percent (30%) by weight of Contamination and/or non-recyclable material. Contaminants include
but are not limited to food waste, dirt, disposable paper items such as tissues and diapers, paint,
pesticides, herbicides and other liquids. The City and Contractor may also mutually agree in
writing other material that shall be deemed unacceptable after the time agreed upon.
Unaccepted Load Disposal Fee shall mean the per ton fee intended to recover costs of Disposal
of Unaccepted Loads.
Unaccepted Load Management Fee shall mean the per ton fee intended to recover costs for
loading, hauling, and other costs for Unaccepted Loads not recovered by the Unaccepted Load
Disposal Fee.
Unanticipated Events shall mean severe weather events such as hurricanes, tornadoes, floods,
ice storms or hail, and other disasters such as fires but not including reasonably anticipated
weather conditions for the geographic area of the City.
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
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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 is not
limited to the following an act of God, landslide, lightning, earthquake, fire, explosion, flood,
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 collection, transportation,
Processing or disposal of Solid Waste and or Recyclables, including a
dispute related to Contractor's labor force.
Violation shall mean any determination by a Governmental Entity that the Contractor is in
violation of or not in compliance with any portion of its Permit(s) or Applicable Laws.
2.
SCOPE OF CONTRACTOR'S SERVICES
Contractor hereby covenants and agrees to diligently and faithfully perform the public service of:
A. Acceptance at Delivery Facility and Processing at Processing Facility of Recyclables
collected from residences and businesses by the City Collector, and the City's
Convenience Centers by the City Collector under the terms of the Collection Contract(s)
with the City, and from such other establishments as designated by the Director;
B. Provide all labor, tools, equipment, materials, insurance, Performance Bonds, supervision
and all other items necessary for the performance of such work and services. All such
work shall be made in accordance with the terms herein;
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C. Develop a public education video specific to the City program and approved by the
Director;
D. Participate in up to four (4) public education events/presentations per request of Contract
Administrator per Contract Year;
E. Provide Processing Facility tours per request of Director;
F. Make educational payments to the City in accordance with Section 4, actively support the
City's public educational outreach and communication efforts, and assist with coordinated
MRF recycling tours, to help increase recyclable volumes and decrease contamination
rates;
G. Attend all meetings which shall include but not be limited to monthly meetings during the
first six (6) months after the commencement of this Contract and then once quarterly.
Contractor may request additional meetings as is reasonably necessary by providing
notice to the Director in a timely manner;
H. Work with City and City Collector(s)to resolve customer service issues;
L Make timely reports and payments to the City;
J. Provide other necessary services associated with this Contract; and
K. Respond to and resolve complaints in a timely fashion.
3.
SCOPE OF CITY SERVICES
The City agrees to perform the following services:
A. Designate a City representative to provide timely direction to the Contractor and render
City decisions;
B. Timely review and respond, if necessary, to reports submitted by Contractor;
C. Inform Contractor of complaints made by City Collector(s) in a timely manner;
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D. Provide educational programs and material as determined by the Director to the City's
citizens to educate citizens on the proper way to set out Recyclables for collection under
the terms of this Contract and the City's ordinances and to otherwise promote recycling;
Provide a quarterly report of the City's educational programs in which Contractor's
educational contribution is being applied;
E. Work with Contractor and City Collector(s)to resolve customer service issues; and
F. Assess liquidated damages as determined by the Director.
4.
PAYMENT
For and in consideration of the Recycling Services performed in accordance with this
Contract, payment shall be made as follows:
Within fifteen Days of the end of each month during which Recycling Services are provided by
the Contractor, Contractor shall submit to the Director a monthly report which shall include the
items described in Section 15, together with a check representing any payment owed by the
Contractor to City. The composition of incoming tons by Acceptable Material commodity,
Residue and Contamination shall be established by the Waste Audit Procedure detailed in
EXHIBIT B, and shall be the basis of the commodity percentages for which the City shall be
paid for deliveries of Acceptable Material in the previous month in accordance with the terms set
forth below.
A. Processing Fees
Contractor may charge City a Processing Fee as set forth in EXHIBIT C, as adjusted
pursuant this Contract, for such materials delivered by the City Collector to the Delivery
Facility and accepted by Contractor based on the incoming net weight of the Load as
reported by the scale at the Delivery Facility.
B. Recyclable Revenue Share
Contractor shall pay City a Recyclable Revenue Share for materials delivered by the City
Collector to the Delivery Facility and accepted at the Delivery Facility based on the
following:
(i) Composition of composition of Incoming Ton pursuant to the Waste Audit
Procedure detailed in EXHIBIT B; and
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(ii) Recyclable Revenue Share Basis and Index in EXHIBIT C.
Contractor agrees that after the Recyclable Revenue Share calculation is made, if the
rebate is in the negative to the City, the City shall be entitled to a floor Processing Fee of
negative $25.00 per ton, while potentially needing to pay the Contractor for all
outstanding cost up to the established floor Processing Fee. The floor pricing will be
accounted for before the Recyclable Revenue Share calculation and determining the City's
monthly revenue/invoice amount.
The calculation for payment shall align with Exhibit C.
B. Contractor shall also pay to the City an educational payment as indicated in Section 4 of
this Contract which shall be equal to two dollars ($2.00) per Ton of Acceptable Material
delivered by City Collector(s) to the Processing Facility, adjusted each Contract Year by
the Cost Adjustment Method as described in Section 5. The educational payment shall be
paid to the City monthly. Contractor shall receive quarterly reports from the City
describing how the educational payment is being used in the City's educational programs
for Recycling. The City agrees to spend the educational payment only on educational
programs promoting Recycling.
5.
UNIT PRICE ADJUSTMENT
Contractor hereby agrees to accept the unit price adjusted in the manner as reflected in
the Adjustment Schedule included in this Contract as EXHIBIT A, as full compensation for
services rendered. Contractor will submit documentation of the payment adjustment criteria to
the City along with its annual request for rate adjustment.
6.
TERM
The term of the Contract shall be for a period of five (5) years, commencing April 1,
2018 (the "Commencement Date") and ending March 31, 2023. City shall have the right to
extend this Contract for up to two (2) consecutive five (5) year renewal terms, provided City and
Contractor agree in writing at least sixty (60) Days prior to the end of the initial or renewal term.
All renewals terms shall have the same terms, conditions and fees as set forth herein, unless
agreed to otherwise in writing by both parties in an amendment to this Contract.
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7.
INSPECTION OF LOADS AND UNACCEPTABLE LOADS
A. Contractor shall have the right to inspect each Load brought by the City Collector to the
Delivery Facility.
B. Unacceptable Loads
1. Prior to departure of the vehicle leaving the Load at the Delivery Facility, Contractor
may designate a Load delivered by the City's Collector as an Unacceptable Load if the
Load contains more than thirty percent (30%) of non-Program Recyclable Materials
by weight. Contractor shall not accept Excluded Waste.
2. Procedure for Unaccepted Loads
a. Notice. If Contractor determines it has received an Unacceptable Load from the
City's Collector, Contractor shall prior to departure of the vehicle from the
Delivery Facility provide written notice and photographs of the Unacceptable Load
to (i) the driver and (ii) the Contract administrator. Contractor shall state with
clarity the reason the Load was designated as an Unacceptable Load. If Contractor
fails to provide notice in accordance with this section, the City shall not be
responsible for the cost of disposing of such Unacceptable Load.
b. If Contractor receives an Unacceptable Load from the City's Collector, Contractor
shall maintain the Load separately from other material to afford Director the right
to inspect the Load. The City shall have twenty-four (24) hours upon receipt of the
notice by the Contract Administrator from Contractor in accordance with Section
7.B.2.a above, to inspect the Load. The City may waive the right to inspect the
Load. Failure to inspect the Load within twenty-four (24) hour of receipt of notice
shall be deemed a waiver of the right to inspect the Load.
c. The City may dispute that the Load is an Unacceptable Load. Contractor may elect
to either sort the contents of the Load by Program Recyclable Materials and other
materials and weigh each individually or accept the Load. If Contractor sorts the
contents of the Load by Program Recyclable Materials and non-Program
Recyclable Materials and weighs each individually, Contractor shall dispose of the
non-Recyclable Material (i) at the Southeast Landfill at no cost to the City or (ii)
with written authorization, at another Disposal site authorized to receive such
waste and charge the City a Unaccepted Load Disposal Fee. If Contractor sorts the
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contents of the Load by Program Recyclable Materials and non-Program
Recyclable Materials and weighs each individually and the Load contains more
than thirty percent (30%) of non-Program Recyclable Materials by weight, the
Contractor may charge the Unaccepted Load Disposal Fee and Unaccepted Load
Management Fee. The Unaccepted Load Disposal Fee and Unacceptable Load
Management Fee are as set forth in EXHIBIT C, and shall be adjusted pursuant
this Contract, based on the incoming net weight of the Load as reported by the
scale at the Delivery Facility.
8.
FACILITY LOCATIONS, ALTERNATIVE FACILITY
A. Contractor shall maintain the Delivery Facility throughout the term of the Contract. In
addition, Contractor shall maintain the Processing Facility for Processing and Marketing of
Program Recyclable Material throughout the term of the Contract.
If Contractor is unable to maintain the Delivery Facility for delivery of Program
Recyclable Materials and/or Processing Facility for Processing of Program Recyclable
Material at the locations designated herein, Contractor shall be solely responsible for the
following:
(i) Providing an alternative Facility for accepting such Program Recyclable Materials
within twenty (20) road miles from the intersection of I-30 and I-35W;
(ii) Providing an alternative Facility for Processing such Program Recyclable Materials;
(iii) Providing advance written notification subject to the Director's approval of
alternative Facility for accepting and Processing such Program Recyclable
Materials; and
(iv) Any and all increases in costs, including, but not limited to, transportation costs,
Processing costs, capital costs, and operational costs incurred by City or the City
Collector associated with accepting, transporting and Processing such Program
Recyclable Materials at the alternative Facility.
B. Failure of Contractor to maintain the Delivery Facility for delivery of Program Recyclable
Materials and/or Processing Facility for Processing of Program Recyclable Material at the
locations designated herein shall be a breach of this Contract and may result in termination
by City of this Contract with Contractor.
C. Contractor shall have and maintain during the term hereof, adequate capacity for
accepting, transporting, and Processing material delivered by the City Collector for the
term of this Contract. Failure of Contractor to meet the requirements set forth in this
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section of the Contract is a breach of this Contract and may result in termination by City
of this Contract with Contractor.
D. Contractor shall operate the Delivery Facility to minimize traffic impact at the Delivery
Facility and on surrounding roadways and to facilitate vehicle access during operations.
Contractor shall operate the Delivery Facility to maintain a daily average vehicle
turnaround time for City Collector's vehicles of less than fifteen (15) minutes. Vehicle
turnaround time will be calculated from the arrival of a City Collector's vehicle at the
Delivery Facility scale to departure of such vehicle from the tipping floor of the Delivery
Facility. Vehicle turnaround time includes queuing time at the scale house.
E. Contractor shall store Recyclable Materials, both incoming and Processed, to prevent
degradation of Recyclable Materials,prevent negative impact to maneuvering of vehicles
in Facility, and promote the safety of persons at the Facility. Contractor shall store all
incoming, pre-processed materials within the tipping area, and therefore within the
Facility building. Contractor shall store processed materials, included bales, under cover.
Contractor shall maintain adequate open (i.e., free of pre-Processed Recyclable Material)
tipping floor space at all times for vehicles to unload in a safe and timely manner..
9.
WEIGHTS AND MEASURES METHOD
Contractor shall weigh all Recyclables received at the Processing Facility from the City
or City Collector(s) and shall maintain certified scales of sufficient size and quality and
computerized recordkeeping systems to accurately weigh incoming and outgoing Recyclable
Materials. Contractor shall weigh the gross weight, tare weight, and net weight of each vehicle
entering and exiting the Delivery Facility.-The scales shall be in operation at all times during the
time Contractor receives Recyclables from the City or City Collector(s), except to the extent due
to an Uncontrollable Circumstance, but in no event shall any scale be inoperative for a period
exceeding two (2) consecutive Days. Contractor will keep current and provide the City a backup
plan for weighing vehicles when their scales are inoperative. Contractor will provide software for
operation of the scales. Contractor shall have the scales checked, calibrated and certified not less
than every six (6) months during the term of this Contract by a reputable company approved by
the City and the Contractor. Contractor shall have the scales checked, calibrated and certified
within thirty (30) calendar days of two (2) of the Waste Audits detailed in EXHIBIT B. The
Contractor shall provide the City with advance notice of the date and time that the scales will be
tested, and allow the City to have a representative present. The Contractor will arrange for the
testing company to mail a copy of the test results directly to the City. When the scales are not
operating due to any circumstance, the weight of Acceptable Material brought into the
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Processing Facility by Contractor shall be estimated using the actual average truckload from
receipt of Recyclables from the past three (3) months for the purposes of this Contract.
If testing of the Delivery Facility scales indicates that a scale is reporting weights less than
the actual weight by an amount greater than one percent(1.0%),then Contractor and City agree
that the scale records for the preceding ninety (90)calendar days shall be adjusted by the
percentage the scale is inaccurate and payments to City shall be increased by the percentage the
scale is inaccurate for such ninety(90) calendar days.
10.
LABORFORCE
A. The Contractor agrees that all persons employed in the performance of services under the
Contract shall be paid standard wages, notwithstanding the foregoing, the Contractor agrees
to:
1. Comply with all requirements of Chapter 2258, Texas Government Code, including the
payment of not less than the rates determined by the City Council of the City of Fort
Worth to be the prevailing wage rates in accordance with Chapter 2258, Texas
Government Code;
2. Maintain records that show(i) the name and occupation of each worker employed by the
Contractor for the Recycling Services; and (ii)the actual per diem wages paid to each
worker, throughout the term of this Contract and any renewal term(s). These records shall
be open at all reasonable hours for inspection by the City;
3. Post the prevailing wage rates in a conspicuous place at the Processing Facility.
B. Contractor must provide thirty (30) days' notice of a change in key personnel (e.g., Division
President, Operations Manager and Facility Manager) to the Director and introduce such new
personnel to the Director. Contractor shall employ only such superintendents, foremen, and
workers who are careful, competent and fully qualified to perform the duties or tasks
assigned to them and shall take appropriate action against any employees or subcontractors
of Contractor who shall behave themselves in such manner as to be actionable or who neglect
or refuse to comply with or carry out the directions of Contractor or to follow the
Contractor's rules, regulations, safety procedures and policies.
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Il.
HOLIDAYS
The following Days shall be observed as holidays: New Year's Day, Thanksgiving Day,
and Christmas Day. These holidays may be changed upon the determination of the Director. The
Delivery Facility shall be made available to receive Acceptable Material from the City
Collector(s) every scheduled Day, including bad weather Days, unless the Director informs
Contractor(s) of a suspension of service.
12.
MWBE REQUIREMENTS
In keeping with the MWBE ordinance, Contractor agrees to the following:
A. A good faith effort that fifteen percent (15%) of the total dollar value of this Contract
shall be paid as compensation to certified MWBE firms according to the City's
ordinance(s).
B. Contractor will, during the term of this Contract, provide City with monthly reports
detailing its compliance with the requirements for MWBE participation. City shall have a
right of access to any and all books, records and documents, which relate to MWBE
subcontracts 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 for these purposes.
13.
PERSONNEL STANDARDS
A. Contractor shall furnish such qualified mechanical, supervisory, clerical and other
personnel as may be necessary to provide the services required in a safe, economical and
efficient manner. All workers shall have sufficient skill, training, ability and experience
to properly perform the work assigned to them and operate any equipment necessary to
properly carry out the performance of the assigned duties.
B. Contractor shall train its employees to identify Excluded Waste.
C. Contractor shall not, nor shall it permit its employees to, demand or solicit, directly or
indirectly, any additional compensation or gratuity from members of the public or from
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City Collector(s) for services provided under the Contract.
D. Contractor shall use its best 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 prohibit the use of loud or profane language. 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 covered by this Contract.
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.
14.
PROCESSING AND EQUIPMENT REQUIREMENTS
A. Contractor shall process a minimum of ninety-five percent(95.0%)by weight of Program
Recyclable Materials into Recovered Materials utilizing Processing subsystems at the
Processing Facility capable of fulfilling this requirement. In addition, Contractor shall
utilize Processing subsystems at the Processing Facility capable of complying with
product specifications of secondary materials buyers including, but not limited to,
product form,size, weight, density, and degree of Contamination.
B. Contractor shall furnish and maintain all equipment necessary to carry out the duties of
this Contract and in accordance with all Applicable Law, and as is considered to be
necessary for prosecution of the work in an acceptable manner and at a satisfactory rate
of progress.
C. All equipment, tools, and machinery used for handling materials and executing any part
of the work shall be maintained in satisfactory, safe and efficient working condition in
accordance with the manufacturer's specifications and/or recommendations. Equipment
used by Contractor or Contractor's subcontractor shall be such that no injury to the
workers or property should result from its proper use. Contractor shall be responsible for
initiating, maintaining and supervising all safety precautions and programs, in connection
with the work and services performed hereunder. Contractor shall provide reasonable
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protection to prevent property loss or damage and/or personal injury to persons, including
but not limited to employees performing such work and all other persons who may be
affected thereby.
D. In addition to the above requested information, Contractor shall furnish the City a written
inventory of all equipment used in providing service, and shall update the inventory
annually within thirty (30) Days of the Day any equipment is added to or removed from
the inventory or with the next monthly report, whichever is later.
E. Contractor shall maintain all of its properties, facilities and equipment used in providing
services under the Contract in a safe, neat, clean and operable condition at all times. City
may inspect the properties, facilities and equipment at any time to determine compliance
with sanitation requirements.
F. Contractor shall inspect each piece of equipment on a routine basis to ensure that all
equipment is operating properly. Contractor shall perform all scheduled maintenance
functions in accordance with the manufacturer's specifications and schedule. Contractor
shall keep accurate records of all maintenance, recorded according to date and hours and
shall make such records available to the City upon request to the extent necessary to
ensure compliance of manufacturer's recommended scheduled service.
G. Contractor shall repair, or arrange for the repair of, all of its equipment for which repairs
are needed because of accident, breakdown or any other cause so as to maintain all
equipment in a proper, safe and operable condition. Contractor shall maintain accurate
records of repair, which shall include the date and hours, nature of repair and the
signature of a maintenance supervisor that the repair has been properly performed.
15.
REPORTING REQUIREMENTS
Contractor shall maintain and submit to the City accurate reports, which detail activity
related to the above-mentioned services in an electronic format approved by the City. These
reports shall include data for all materials handled from its services to the City.
1. Monthly reports shall include:
(a) Date, truck number, ticket number, gross weight, tare weight, and net weight for all
incoming loads and outgoing loads;
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(b) Date, truck number, ticket number, gross weight, tare weight, and net weight for all
rejected loads;
(c) Daily and monthly total tons by type of material received for Processing;
(d) Revenues received for materials sold;
(e) Net revenue due the City as described in sub-paragraph described above;
(f) Processing payments due to Contractor;
(g) Educational and promotional activities;
(h) Receipt and resolution of complaints and inquiries;
(i) Outstanding claims;
0)MWBE information and status;
(k) Equipment added to or removed from Contractor's Processing Facility
(1) Monthly payments due to Contractor or City;
(m) Total amount spent as compensation to MWBE firms as requested in herein; and
(n) Such other information as required in sub-paragraphs 4 and 5 below or as the City
may reasonably require to verify compliance with the Contract or to meet City's reporting
requirements and/or the planning needs.
2. Annual reports shall report all the above data, following the same format as the monthly
report.
3. Records shall be kept on a daily, weekly, cumulative monthly, and cumulative annual
basis, and shall be available to the City upon request.
4. Contractor shall file reports with the City in a timely manner, but on no less than a
monthly basis, specifying all complaints, accidents or incidents while performing any
duties pursuant to the terms of this Contract, outages or downtime with respect to the
Processing Facility, and inspections by any regulatory agencies during the month of the
report.
5. Reports shall detail the nature and reasons for these occurrences as well as all results,
findings and actions taken to resolve such incidents. Contractor shall also notify the
Director immediately of any fines or penalties levied and any actions that could have an
adverse impact on the Contractor or the service to the City, or both. Failure to report such
data shall subject the Contractor to damages described in Section 19 of this Contract.
16.
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LOCAL OFFICE AND CONTRACT ADMINISTRATION
Contractor is required to maintain during the term of this Contract a fully operational
business office within the Fort Worth metropolitan area. Contractor shall charge, assign or
delegate to this office full authority to transact all business required in the performance of this
Contract. Contractor shall designate a qualified managing agent within the City of Fort Worth or
its immediately surrounding areas and shall identify same in writing to the City. All notices may
be served from the City or Director upon the designated managing agent. Service upon
Contractor's managing agent shall always constitute service upon the Contractor.
A. Contractor's local office and Processing Facility shall be open during collection hours
for City Collector(s) to deliver the City's Recyclables. At a minimum, the
Contractor's Processing Facility shall be open during the hours of 7:00 a.m. through
7:00 p.m. Monday through Friday and 7:00 am through 3:00 p.m. on Saturdays, or
until completion of contracted collection tasks, whichever is latest.
B. Contractor's local office shall have a responsible person in charge, and shall be
equipped with sufficient communications technology and sufficient competent
personnel to receive all communications. Contractor's communication personnel shall
deal with all communications in a courteous and polite manner, and record all
complaints. All complaints received on a Day preceding a holiday must be resolved
prior to 9:00 a.m. on the next working Day.
C. Contractor shall provide a contact person to the City, available twenty-four (24)
hours, seven Days a week on an emergency basis, who is able to adequately address
any and all issues which may arise under the terms of this Contract.
D. Contractor will provide adequate communications technology at its Processing
Facility and have it staffed with competent personnel during normal operating hours.
Contact information will be clearly displayed on all recycling containers and other
informational material.
17.
COMPLAINTS AND NON-PERFORMANCE
A. All Collector complaints shall initially be directed to the City. The Director shall notify
Contractor of each complaint reported to the City. It shall be the duty of Contractor to
take whatever steps may be necessary to remedy the cause of the complaint and notify the
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Director of its disposition within twenty-four (24) hours after receipt of the complaint by
Contractor. Failure to remedy the cause of the complaint may be considered a breach of
the Contract and subject to liquidated damages.
B. The City shall supply on a daily basis to the Contractor with an electronic work order
outlining all complaints. The work order will indicate the identification number, the date
and hour of inquiry or complaint receipt, customer's name, address and phone number,
the nature of the complaint or inquiry, and the City's contact by whom complaint or
inquiry was received. When a complaint is received on the Day preceding a holiday or a
weekend, it shall be promptly serviced as described above on the next working Day.
C. Upon resolution of the complaint, the Contractor will close the work order and re-submit
to the City. The closed work order will include:
1. Date, time and action taken to resolve complaint; and
2. Name of the person responsible to answer the complaint.
18.
DISPOSAL OF PROGRAM RECYCLABLE MATERIALS PROHIBITED
Contractor shall not dispose of any Program Recyclable Materials except when approved
in writing by the Contract Administrator or as otherwise allowed in section 7. Disposal of any
Program Recyclable Materials, except when approved in writing by the Contract Administrator,
is a breach of this Contract and may result in termination by City of this Contract with
Contractor.
19.
OWNERSHIP OF PROGRAM RECYCLABLE MATERIALS AND RISK OF LOSS
Title to and risk of loss to Program Recyclable Materials shall pass to Contractor once
Contractor takes possession of the materials at the Delivery Facility. After the risk of loss of
Program Recyclable Materials delivered to Contractor on behalf of City passes to Contractor, if
any such Program Recyclable Materials are lost, damaged, or scavenged, Contractor shall be
liable to City for that sum of funds that would have been paid to City in accordance with the
provisions of this Contract if such materials had not been lost, damaged, or scavenged. Title to
and liability for Excluded Waste shall at no time pass to Contractor but shall remain with the
generator.
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20.
ADDITION AND DELETION OF RECYCLABLE MATERIALS; SMALL HAULERS
Contractor may request materials be added or deleted to Recyclable Materials subject to
the approval of Director, which shall not be unreasonably withheld. City reserves the right to add
other Program Recyclable Materials to the program or delete Recyclable Materials from the
program if the Parties agree it is economically and technically feasible.
Contractor agrees to accept at its Processing Facility, Recyclable Materials collected by Small
Haulers from multi-family complexes and businesses within the City, if Contractor has capacity
at the Delivery Facility to accept the material. Contractor may limit the amount delivered to its
Facility to 500 tons per any given month per Small Hauler. Pricing for the processing will be
based on volume and type of material that the hauler brings to the Delivery Facility as
determined by the Contractor. The City shall not be responsible for, or liable for any act or
omission by a Small Hauler. The City shall not directly or indirectly be considered a party or
agent to a Small Hauler.
21.
CONTINGENCY PLAN
Within ninety (90) Days prior to the commencement of the services under the terms of
this Contract, Contractor shall submit to the Director for approval a contingency plan showing
the program and procedures Contractor will implement in the event of an emergency, downtime,
outage, equipment failure or breakdown, labor dispute, or other situation or condition that would
impair Contractor's ability to perform or provide the required services under this Contract.
22.
LIQUIDATED DAMAGES
For the purpose of computing damages for Contractor's failure to remedy an action or
inaction listed below, it is agreed that the City may bill Contractor, the following amounts as
liquidated damages:
1. Causing any Acceptable Material delivered to the Contractor by the City or the
City Collector(s) to be delivered to any facility as Solid Waste without the express
written consent of the City in accordance with the procedures in this Contract:
$2,000 for the first occurrence and $5,000 per occurrence thereafter;
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2. Failure to submit accurate reports including monthly, quarterly, annual,
employment reports and others as specified in the Contract and invoices in the
specified format: Non-payment of invoices until submission of an accurate and
appropriately formatted invoice and complete reporting information and $250.00
per occurrence;
3. Failure to accept materials at the Delivery Facility beginning at 7:00 AM, Central
Time on April 1, 2018: $250 per hour, up to $2,500 per day;
4. Failure to accept materials at the Delivery Facility during required hours of
operation at any time during Contract term: $250 per hour, up to $2,500 per day;
5. Failure to process materials at the Processing Facility during at any time during
Contract term: $250 per hour, up to $2,500 per day;
6. Failure to deliver reports as required: $100 per day;
7. Failure to maintain records in accordance with recordkeeping procedures: $100
per day;
8. Failure to achieve vehicle turnaround time in accordance with Contract; $500 per
day plus $100 per vehicle in excess of truck turnaround time on such day;
9. Failure to maintain scale house in accordance with Contract: $500 per day; and
10. Disposal of Program Recyclable Material or Recovered Materials: $2,500 per
occurrence.
Contractor's failure to remedy complaints as described above may be considered a failure to
perform a Material Obligation.
23.
EVENTS OF DEFAULT BY CONTRACTOR
A. The following shall constitute events of default on the part of the Contractor:
1. Failure by the Contractor to perform any Material Obligation under the terms of this
Contract, and continuance of such failure after (i) written notice thereof has been
provided by the Director specifying such failure and requesting that such condition be
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remedied, and (ii) Contractor's failure to cure the default or immediately initiate and
diligently pursue reasonable action and cure such non-performance within fifteen (15)
Days after receiving notice from the Director. On the fifteenth Day, City may begin
termination of this Contract pursuant to Section 26 of this Contract; or
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
jurisdiction or against the Contractor, if the Contractor does not take the appropriate
action to dismiss said proceedings; which proceedings has not been dismissed within
ninety (90) Days of the institution of such proceeding; or any action or answer by the
Contractor approving, consenting to, or acquiescing in, any such proceeding; or the
event of any distress, execution, or attachment upon the property of the Contractor
which shall substantially interfere with its performance hereunder; or
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, Contractor
shall acknowledge receipt of such notice and shall promptly provide the City with notice
of what corrective action has or shall be taken by the Contractor, within fifteen (15) Days
from receipt of the notice from City. Failure to provide acknowledgement of receipt of
notice, or notice of planned corrective action shall constitute an event of default
notwithstanding anything to the contrary herein.
24.
EVENTS OF DEFAULT BY CITY
A. The following shall constitute events of default on the part of the City except to the extent
excused by the occurrence of an Uncontrollable Circumstance or Contractor's Fault:
1. Failure by City to perform any Material Obligation under the terms of this Contract,
and the continuance of such failure for a period of sixty (60) Days after written notice
thereof has been provided by the Contractor specifying such failure and requesting that
such condition be remedied if City does not either cure the default or initiate and
diligently pursue reasonable actions to cure such non-performance; or
2. City being insolvent or bankrupt or ceasing to pay its debts as they mature or making
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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 proceeding
has not been dismissed within ninety (90) Days of the institution of such proceeding;
or any action or answer by City, approving of, consenting to, or acquiescing in, any
such proceeding; 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, City
shall acknowledge receipt of such notice and shall promptly provide the Contractor with
notice of what corrective actions has been or shall be taken by the City, within a
reasonable time, in light of the circumstances. Failure to provide within fifteen (15) Days
acknowledgement of receipt of notice, or notice of planned corrective action shall
constitute an event of default.
25.
UNCONTROLLABLE CIRCUMSTANCES
A. Uncontrollable Circumstance affecting Contractor's Obligations.
Contractor shall be excused for the failure to perform its obligations under the terms of
this Contract 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.
B. Notice of an Uncontrollable Circumstance.
Contractor shall provide verbal notice of an Uncontrollable Circumstance to the Director
within twenty-four (24) hours of the Contractor's knowledge of such Uncontrollable
Circumstance and Contractor shall follow up with written notification within three (3)
Days of the 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):
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I. a description of the Uncontrollable Circumstance that has occurred;
2. the effect, if any, or such Uncontrollable Circumstance on Contractor's
performance or other obligations under this Contract; and
3. the time when the Uncontrollable Circumstance will be abated.
C. Reinstatement of Ability to Perform.
After the resolution of an Uncontrollable Circumstance and the restoration of the
Recycling Services, the Contractor shall provide written notice of a reinstatement of
services. The City shall reinstate (or shall cause reinstatement of) unless this Contract
shall have been previously terminated as provided herein.
D. Uncontrollable Circumstance.
Neither Contractor nor the City shall be liable for the failure to perform their duties nor
for any resultant damage, loss, etc., if such failure is caused by Uncontrollable
Circumstances. If such Uncontrollable Circumstances persists for more than thirty (30)
Days, or if after its [their] cessation, the Contractor is unable to render full or substantial
performance for a period of thirty (30) Days, the City may terminate this Contract by
giving Contractor ten(10) Days advance written notice.
26.
TERMINATION
Upon the occurrence of an event of default, and after the expiration of the period of time
provided to cure such default, with no cure being accomplished, all work and services of this
Contract may be suspended on written order of the Director or the City Manager, or the Contract
may be declared terminated by the City Council for any event of default by Contractor provided:
(i)the City has provided Contractor written notice of such action or inaction constituting grounds
for such suspension or termination as provided in Section 20 of this Contract; and (ii) Contractor
fails to cure such alleged action or inaction within thirty (30) Days of Contractor's receipt of
such notice. If such default is of a nature that it cannot be cured within such thirty (30) Day
period, the City will not take action to suspend or terminate this Contract provided Contractor
commences the curing of such action or inaction within the thirty (30) Day period and diligently
pursues the curing thereafter, as determined by the Director.
A copy of the suspension order or action of the City Council shall be served on
Contractor's surety. When work is suspended for any cause or causes, or when the Contract is
terminated, Contractor shall discontinue the work or such part thereof as the City shall designate,
whereupon the surety may, at its option, assume the Contract or that portion thereof which the
City has ordered Contractor to discontinue, and may perform the same or may, with the written
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consent of the City, sublet the work or that portion of the work as taken over, provided, however,
that the surety shall exercise its option and begin performance of the work, if at all, within two
(2) weeks after the written notice to discontinue the work has been served upon Contractor and
upon the surety or its authorized agent. The surety, in such event, shall assume Contractor's place
in all respects and shall be bound by all the terms and conditions of this Contract. Surety shall be
paid by the City for all work performed by it in accordance with the terms of the Contract.
In case the surety does not, within the above-specified time, assume the Contract
responsibilities, or that portion thereof which the City has ordered Contractor to discontinue,
then the City shall have the power to perform and complete, by contract or otherwise, as it may
determine, the work herein described or such part thereof as it may deem necessary, and
Contractor agrees that the City shall have the right to procure equipment, labor and materials
necessary for the completion of the work. The City shall not be required to obtain the lowest bid
for the work of completing the Contract, but the expense to the City for same shall be the actual
cost to the City of such work.
In case such expenses shall exceed that amount which would have been payable under the
Contract if the same had been fully completed by the Contractor, then the Contractor and its
surety shall pay the amount of such excess to the City on notice from the City of the excess due.
When any particular part of the work is being carried on by the City by contract or otherwise
under the provisions of this Section, the Contractor shall continue the remainder of the work in
conformity with the terms of the Contract.
In all instances, Contractor and surety shall be liable for all costs incurred by City during
the period after notice to discontinue the work has been served upon Contractor and the surety
until such time as City either has elected to prosecute the work of this Contract itself or has
replacement contractors in place to prosecute the work with or without additional City forces.
27.
PAYMENT DISPUTES
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If a party disputes any amount that is payable under this Contract, the party disputing
such amount 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 and the party disputing such amount shall make payment of any
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, shall be
paid by the party disputing such amount within ten (10) business Days.
28.
CUMULATIVE REMEDIES
The rights and remedies granted in this Contract to the City and the Contractor upon an
event of default 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, provisions, and covenants contained
herein.
29.
REMEDIES FOR BREACH
The parties agree that, except as otherwise provided in Section 23 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 or as otherwise stated herein.
30.
NO WAIVER OF RIGHTS
No failure by the City or by the 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, and no acceptance by the City of full or partial payment during the
continuance of any such breach, 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
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or by the 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 the Contactor.
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. This Contract may be
terminated (except by expiration of the Term of this Contract) only by a written instrument of
termination executed by the appropriate party and delivered to the non-terminating party.
31.
SURVIVAL OF CERTAIN PROVISIONS UPON TERMINATION
All representations and warranties of the parties contained in this Contract, the
Contractor's indemnity obligations in this Contract with respect to events that occurred prior to
the termination, the rights and obligations of the parties hereto pursuant to Sections 23, 25, 28,
29, 33, 34 and all other provisions of this Contract that so provide shall survive the termination
of this Contract. No termination of this Contract shall (1) limit or otherwise affect the respective
rights and obligations of the parties hereto accrued prior to the date of such termination, or (2)
preclude either party from impleading the other party in any legal proceeding originated by a
third-party as to any matter occurring during the term of this Contract.
32.
INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor shall perform all work and services
described herein as an independent contractor and not as an officer, agent, servant or employee
of the City; that Contractor shall have exclusive control of and the exclusive right to control the
details of the services and work performed hereunder, and all persons performing the same; and
shall be solely responsible for the acts and omissions of its officers, agents and employees,
contractors and subcontractors; that the doctrine of respondeat superior shall not apply as
between City and Contractor, its officers, agents and employees, contractors and subcontractors;
and that nothing herein shall be construed as creating a partnership or joint enterprise between
City and Contractor. No person performing any of the work and services described hereunder
shall be considered an officer, agent, servant or employee of the City.
33.
INDEMNIFICATION
A. CONTRACTOR SHALL RELEASE,INDEMNIFY,REIMBURSE, DEFEND, AND HOLD
HARMLESS, CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM
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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 OF CONTRACTOR IN ACCORDANCE
WITH THIS CONTRACT.
B. CONTRACTOR DOES HEREBY RELEASE, INDEMNIFY, REIMBURSE, DEFEND,
AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, SUITS,
DEMANDS, OR CAUSES OF ACTION WHICH MAY ARISE DUE TO ANY LOSS OR
DAMAGE TO PERSONAL PROPERTY, OR PERSONAL INJURY, AND/OR DEATH
OCCURRING AS A CONSEQUENCE OF THE PERFORMANCE OF THIS
CONTRACT, WHEN SUCH INJURIES, DEATH, OR DAMAGES ARE CAUSED BY
THE NEGLIGENCE OF CONTRACTOR, ITS OFFICERS,AGENTS, OR EMPLOYEES,
OR SUBCONTRACTORS, OR THE JOINT NEGLIGENCE OF CONTRACTOR, ITS
AGENTS, OR EMPLOYEES, OR SUBCONTRACTORS, AND ANY OTHER PERSON
OR ENTITY, EXCLUDING ALL PARTIES INDEMNIFIED HEREUNDER, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF CONTRACTOR.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
AGREEMENT OR OTHERWISE, CONTRACTOR SHALL HAVE NO OBLIGATION
TO INDEMNIFY, DEFEND OR HOLD HARMLESS THE CITY FOR ANY SUCH
LIABILITY OR CLAIM TO THE EXTENT RESULTING FROM THE NEGLIGENCE
OR,WILLFUL MISCONDUCT BY THE CITY.
C. The obligations of the Contractor under this Section shall include, but not be limited
to, the burden and expense of defending all claims, suits, and administrative
proceedings (with counsel reasonably approved by the indemnified parties), even if
such claims, suits or proceedings are groundless, false, or fraudulent, and in
conducting all negotiations of any description, and paying and discharging, when
and as the same become due, any and all judgments, penalties or other sums due
against such indemnified persons.
D. Upon learning of a claim, lawsuit, or other liability which Contractor is required
hereunder to indemnify, the City shall provide Contractor with reasonably timely
notice of same.
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E. 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.
F. 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.
G. In the event that a written claim for damages against Contractor or any of its
subcontractors remains unsettled at the time all work on the assigned task has been
completed to the satisfaction of the City Manager, as evidenced by a final inspection,
final payment to Contractor shall not be recommended by the City Manager for a
period of ninety (90) Days after the date of such final inspection, unless the
Contractor submits written evidence satisfactory to the City Manager that the claim
has been settled and a release has been obtained from the claimant involved, or
offers reasonable security for payment of such claim.
1. If the claim concerned remains unsettled at the expiration of the said thirty
(30) Day period, the Contractor may be deemed by the City Manager to be
entitled to a semi-final payment for work completed, such semi-final
payment to be in an amount equal to the total dollar amount then due less
the dollar value of any written claims pending against the Contractor arising
out of the performance of such work.
2. The City Manager shall not recommend final payment to Contractor if a
claim for damages is outstanding for a period of six (6) months following the
date of the acceptance of the work performed unless the Contractor submits
evidence in writing, satisfactory to the City Manager, that:
a. The claim has been settled and a release has been obtained from the
claimant involved; or
b. Good faith efforts have been made to settle such outstanding claims,
and such good faith efforts have failed.
3. If condition (a) above is met at any time within the six (6) month period, the City
Manager shall recommend that the final payment to Contractor be made. If
condition (b) above is met at any time within the six (6) month period, the City
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Manager may recommend that final payment to Contractor be made. At the
expiration of the six (6) month period, the City Manager may recommend that
final payment be made if all other work has been performed and all other
obligations of the Contractor have been met to the satisfaction of the City
Manager.
34.
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. WORKERS' COMPENSATION INSURANCE OR OTHER STATE APPROVED
PROGRAM: Contractor shall maintain, during the term of this Contract, Workers'
Compensation Insurance or other state approved program, at statutory limits on all of
its employees to be engaged in work under this Contract, and require its
subcontractor(s) to maintain the same Employer's Liability (EL) Insurance at
minimum limits as follows: $500,000 each accident/$500,000 disease each
employee/$500,000 disease policy limit. The Worker's Compensation Insurance
policy shall be endorsed to include a waiver of subrogation, also referred to as a
waiver of rights of recovery, in favor of the City.
B. GENERAL LIABILITY INSURANCE (CGL): Contractor shall procure and shall
maintain during the term of this Contract a General Liability Insurance coverage at a
minimum limits of Ten Million Dollars ($10,000,000) per occurrence combined
single limit, including property damage and personal injury coverage, during effective
dates of the Contract, or any renewal thereof.
C. AUTOMOBILE INSURANCE: Contractor shall procure and maintain during the
term of this Contract Comprehensive Automobile Liability Insurance covering all
vehicles involved with Contractor's operations under this Contract. The minimum
limits of liability coverage shall be in the amount of Two Million Dollars
($2,000,000) per occurrence combined single limit, during the effective dates of
Contract and any renewal period. The named insured and employees of Contractor
shall be covered under this policy.
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D. All required limits of coverage can achieved through primary and excess/umbrella
limits of cover.
The following shall pertain to all applicable policies of insurance (A. through C.) 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 of Fort Worth. Such language shall
not be included in the Workers' Compensation Insurance.
2. Subcontractors shall provide their own insurance coverage and,
documentation of coverage shall be submitted to the Contractor prior to the
commencement of work and the Contractor shall deliver such to the City,
unless subcontractors are covered under Contractor's policies of insurance.
3. Prior to commencing work under the Contract, the Contractor shall deliver
to the City insurance certificate(s) documenting the insurance required and
terms and clauses required.
4. The insurance certificates required by this Contract shall be supplemented
by Notice to Others endorsements that will afford the City with a written,
thirty (30) day notice in the event of cancellation, non-renewal or material
change.
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 as
A.VIII (or higher) by A.M. Best.
6. The deductible or self-insured retention (SIR) affecting the coverage
required if applicable, is the responsibility of the Contractor, exclusively.
35.
PERFORMANCE BOND
Contractor agrees that upon the execution of this Contract and before beginning work, it
shall make, execute and deliver to the City a good and sufficient Performance Bond in a form
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furnished by the City, to secure the faithful performance of the terms and conditions herein (the
"surety"). Such bond shall be in the amount of one hundred percent (100%) of the proposed cost
of services as proposed by Contractor in the first year this Contract is in effect, and shall be
renewed each year thereafter throughout the term of the Contract and any renewal periods in
such amount as the estimated cost of services for the year immediately following the date of
renewal. Same shall be signed by the President or General Officer of the Contractor, together
with the signature of the corporate secretary and the corporate seal. The surety shall be a surety
company duly authorized to do business in the State of Texas, and acceptable to the City Council
of the City.
In lieu of the Performance Bond, Contractor may submit an irrevocable, direct pay Letter
of Credit, issued by a local banking institution, in the amount listed above, made out in favor of
the City in relation with the services provided hereunder.
All performance security, whether Performance Bond or Letter of Credit, must be in form
and content acceptable to the City Attorney and annual documentation is required in the form of
written certification from the surety company or banking institution that the said Performance
Bond or Letter of Credit remains in effect each year of the Contract. In the event that the
Performance Bond or Letter of Credit will cease to be in effect, the surety company or banking
institution and Contractor shall notify the City at least thirty (30) Days in advance of lapse, and
Contractor shall make, execute and deliver to the City a good and sufficient Performance Bond
as described above and in the amount named above no less than ten (10) Days in advance of
lapse of coverage.
36.
RIGHT TO AUDIT
Until the expiration of three (3) years after the final payment under this Contract, the City
shall have access to and the right to examine any directly pertinent books, documents, papers and
records of the Contractor and Guarantor involving transactions relating to this Contract.
Notwithstanding anything to the contrary in this Contract or in Attachment E, the City
acknowledges it shall not have access or the right to examine financial records of the Contractor that
pertain to the Guarantor without limiting the generality of the foregoing to the Guarantor's division,
account or facility. Contractor further agrees to include in all its subcontracts hereunder a provision
to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years
after final payment under the subcontract, have access to papers and records of such subcontractor
involving transactions relating to the subcontract. The term "subcontract" as used herein includes
purchase orders.
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37.
RIGHT TO ENTER AND INSPECT
Contractor shall permit the City and its authorized representatives to enter the Processing
Facility at all reasonable times upon reasonable advanced request for inspection and other
reasonable purposes. Nothing herein shall create or imply any duty upon the City to make any
repairs or do any work with respect to the Processing Facility and any performance thereof by
the City shall not constitute a waiver of Contractor's default in failing to perform the same.
38.
HEALTH AND SANITATION
Contractor shall establish and enforce in its operations and among its employees such
regulations in regard to cleanliness and sanitation in the receiving, handling, storage, and
transport of Recyclables and their residue as will tend to prevent the inception and spread of
disease and to effectively prevent the creation of a nuisance on any property either public or
private.
39.
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 Entity 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.
40.
COMPLIANCE WITH LAWS
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Contractor, its officers, agents, employees, contractors and subcontractors, shall abide by
and comply with all laws, federal, state and local, including the City's charter and all ordinances,
rules and regulations of the City. It is agreed and understood that, if City calls the attention of
Contractor to any such violations on the part of Contractor, its officers, agents, employees,
contractors or subcontractors, then Contractor shall immediately desist from and correct such
violation. Violation of Applicable Law may be grounds for termination pursuant to the terms of
this Contract.
41.
LICENSES, PERMITS AND FEES
Contractor agrees to obtain, pay for, and maintain all licenses, permits, certificates,
inspections and all other Governmental Approvals and other fees required by Applicable Law or
otherwise necessary to perform the services prescribed hereunder. Contractor shall also pay, at
its own expense, all fees necessary to the Processing and marketing of Recyclables and the
Processing and transport and disposal of residuals.
42.
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. This Contract is made and
entered into with reference specifically to Article III of Chapter 17 of the Code of the City of
Fort Worth (1986), as amended, an ordinance prohibiting discrimination, and Contractor hereby
covenants and agrees that it has fully complied with all provisions of same and that no employee
or employee-applicant has been discriminated against or will be discriminated against by
Contractor in violation of said ordinance. Contractor warrants that it is an equal opportunity
employer.
In addition, Contractor, in the execution, performance or attempted performance of this
Contract shall not discriminate on any prohibited basis and shall fully comply with all other
applicable federal, state and local laws concerning discrimination.
43.
NON ASSIGNMENT
Contractor shall not assign, transfer, sublet, convey, or otherwise dispose of the Contract
or the rights, title, or interest in or to the same or any part thereof without the previous consent of
Contract for the Processing of Recycling Materials between the City of Fort Worth and Allied Waste Services-Finalv2031718
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the City Council with concurrence of the surety. In the event Contractor does, without such
previous consent, assign, transfer, sublet, convey or otherwise dispose of the Contract or of the
right, title or interest therein or any part thereof, City may, at its discretion, terminate the
Contract in accordance with Section 26 hereof. Consent will not be withheld unreasonably,
provided that Contractor, Guarantor and surety shall not be released from their respective
obligations hereunder up to the date of the assignment only. The City may not assign its rights
and privileges under this Contract without the prior written consent of the Contractor which shall
not be unreasonably withheld.
44.
REPRESENTATIONS AND WARRANTIES OF EACH PARTY
Each party represents and warrants to and with the other as to the Commencement Date
(and such representations and warranties as of the Commencement Date shall survive the
termination or expiration of this Contract), as follows:
A. Each party is duly organized and existing in good standing and each is duly qualified and
authorized to enter into and perform the obligations set forth in this Contract. The
execution and performance of this Contract (1) have been duly authorized by all required
corporate or other action of such party, (2) do not require any consent or approval not
otherwise previously obtained, and (3) will not violate any judgment, order, law or
regulation applicable to such party or any provisions of such party's charter, ordinances
or resolutions.
B. The execution of this Contract and the performance of all obligations set forth herein do
not conflict with, and will not, nor with the passage of time or the giving of notice,
constitute a breach of or event of default under any charter, ordinances or resolutions of
the party, or any contract, indenture, mortgage, bond, instrument or Applicable Laws to
which the party is subject or by which such party is bound. This Contract has been duly
executed and constitutes a legal, valid and binding obligation of each party and is
enforceable in accordance with its terms, except to the extent that the enforcement thereof
is limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or limiting creditors' rights generally and the application of principles of
equity.
C. There is no action, suit or proceeding, at law or in equity, before or by any court or
Governmental Entity, pending or threatened against the party, wherein an unfavorable
decision, ruling or finding would materially adversely affect the performance by the party
of its obligations hereunder or the other transactions contemplated hereby, or which, in
Contract for the Processing of Recycling Materials between the City of Fort Worth and Allied Waste Services-Finalv2031718
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any way, would adversely affect the validity or enforceability of this Contract, or any
other contract or instrument entered into by the party in connection with the transactions
contemplated hereby.
45.
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.
46.
NOTICES
Any notices, 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: Robert Smouse,Assistant Director
Solid Waste Services Division
Department of Code Compliance
City of Fort Worth
4100 Columbus Trail
Fort Worth,Texas 76133
With a copy to:
City Attorney's Office
200 Texas Street
Fort Worth, Texas 76102
If to the Contractor:
General Manager
Allied Waste Services of Fort Worth
6100 Elliott Reeder Rd.
Fort Worth, TX 76117
With a copy to:
General Counsel
Republic Services, Inc.
18500 N. Allied Way
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Phoenix, AZ 85054
To Guarantor:
47.
VENUE
Should any action, whether real or asserted, at law or in equity, arise out of the terms and
conditions of this Contract, venue for said action shall be in Tarrant County, Texas.
48.
GUARANTY BY PARENT COMPANY OF CONTRACTOR
A. It is hereby agreed and understood by Contractor and City that Republic Services, Inc. is
the "parent company" of Contractor, or is otherwise serving as Guarantor for Contractor.
B. Contractor agrees that, simultaneously with the entering into of this Contract by
Contractor and City, its "parent company" or Guarantor shall execute the "Guaranty" set
forth in Attachment D of this Contract. The Contractor agrees that the person or entity
executing the Guaranty on behalf of its "parent company" or Guarantor shall be a person
or entity authorized to bind legally the parent company or Guarantor to such a Guaranty.
C. It is expressly agreed and understood by Contractor and City that the Guaranty to be
provided and executed by Contractor's "parent company," or Guarantor as required by the
sub-section above, constitutes a part of the consideration to the City for this Contract.
D. The Contractor further agrees that the failure of its "parent company" or Guarantor to
execute properly the Guaranty shall constitute a breach of this Contract and shall be cause
for termination hereof by City.
49.
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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
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.
50.
NON-APPROPRIATION
In the event that no funds or insufficient funds are collected, appropriated and budgeted
or funds are otherwise unavailable 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 47 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.
IN WITNESS WHEREOF, The parties hereto have executed this Contract and Contract
thi sk's,day of_ , A.D., 2018, in Fort Worth, Tarrant County, Texas.
CITY OF FORT WORTH ALLIED WASTE SERVICES OF FORT
WORTH,LLC
u
Valerie Washington
Assistant City Mana er Craig Mikolajchak, General Manager
Date Signed: �� /�� � « Date Signed:
ATTES �y WITNESS:
'/41 n V. %0
AtcL ;a�
ary Jkayser
ity Secretary AS
Contract for the Processing of Recycling Materials between the City ojFort Worth and Allied Waste Services-Finalv2031718
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1295: 01 25U9a OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,Tx
APPROVED AS TO FORM CORPORATE SEAL:
AND LEGALITY:
Christ R.Lopez- ynolds
Sr.Assistant City Attorney
Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and
administration of this contract,including ensuring all performance and reporting requirements.
Valerie Familo ���
Title
Contract for the Processing of Recycling Materials between the City of Fort Worth and Allied Waste Services-Finalv2031718
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OFFICIAL.RECORD
CITY SECRETARY
Lip Rir"9 TX
Contract Compliance Manager: Republic Services Residential Recycling Processing
By signing, I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting requirements.
Val Familo
Nam of Employee
( 4
Signature
Contract Services Administrator _
Title
OFFICIAL,RECORD
CITY EEORETARY
Ft WORTNt TX
EXHIBIT A
Cost Adjustment Method
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Attachment A
Cost Adjustment Method
The Operating Cost component of the Processing Fee, Disposal & Transportation Fee,
Unaccepted Load Disposal Fee, Unaccepted Load Management Fee, and Public
Education Contribution in Appendix B under this Contract with the City will be adjusted
by the Contractor for the second and subsequent Contract Years of the term of the
Contract. The Capital Cost component of the Processing Fee shall not be adjusted. In
addition, Fees shall not be adjusted other than as explicitly authorized in the Contract.
The Operating Cost component of the Processing Fee, Disposal & Transportation Fee,
Unaccepted Load Disposal Fee, Unaccepted Load Management Fee, and Public
Education Contribution will be adjusted upward annually to reflect changes in the cost of
operations by the Cost Adjustment Method using indices applicable to the operations
and the methodology as set forth below, on the "Cost Adjustment Date". The first cost
adjustment date shall be April 1, 2019, and the first Cost Adjustment shall represent
changes in the indices applied herein for the previous twelve (12) months (calculated by
using indices for the end of March in 2018 and the end of March in 2019).
Index used will be the "Garbage and Trash Collection" component of the CPI, which is
found under "CUSROOOOSEHG02" CPI. Since some US Department of Labor, Bureau
of Labor Statistics (BSL) data is not finalized for several months, cost adjustments will
not be applied until all data used is issued as final. If BLS changes the methodology for
calculating CPI, which causes historical data used to calculate this cost adjustment to
be restated, such changes shall only apply to future adjustments and not to adjustments
already implemented.
Cost adjustments shall not exceed four and half (4.5) percent per year and shall not be
less than two and half (2.5) percent per year. As soon as possible after a Cost
Adjustment Date, Contractor shall send to the City a comparative statement setting out
the change determined through the Cost Adjustment Method and the increase or
decrease in the Operating Cost component of the Processing Fee, Disposal &
Transportation Fee, Unaccepted Load Disposal Fee, Unaccepted Load Management
Fee, and Public Education Contribution.
On the next billing date after the receipt and approval by the City of the comparative
statement showing the calculated change to the Operating Cost component of the
Processing Fee, Disposal & Transportation Fee, Unaccepted Load Disposal Fee,
Unaccepted Load Management Fee, and Public Education Contribution, the City shall
pay to the Contractor, or the Contractor shall credit to the City, as the case may be, a
lump sum equal to any increase or decrease applicable to that portion of the current
period which has elapsed, and thereafter, the Operating Cost component of the
Processing Fee, Disposal & Transportation Fee, Unaccepted Load Disposal Fee,
Unaccepted Load Management Fee, and Public Education Contribution charged by the
Contractor shall be modified to reflect any change until the next Cost Adjustment Date,
and a comparative statement is received and approved by the City.
If any index defined herein shall not be determined and published or if any index as it is
constituted on the Contract Date is thereafter substantially changed, there shall be
substituted for such index another index which is determined and published on a basis
substantially similar to the index being replaced as shall be mutually agreed upon by the
City and the Contractor.
Listed below are the indices and Contractor's percentages of the indices that shall
constitute the basis for adjustment of the Fees for Collection under this Contract. The
percent of change applied to cost adjustment shall be carried out to three (3) decimal
places without rounding.
Indices and Contractor's Percentage of Each Index to be Applied in
the Cost Adjustment - Collection
Garbage and Trash Collection - CUSROOOOSEHGO2 CPI
Contractor has designated 100% of the Operating Cost component of the Processing
Fee, Disposal & Transportation Fee, Unaccepted Load Disposal Fee, Unaccepted Load
Management Fee, and Public Education Contribution in Appendix B to be adjusted by
the "Garbage And Trash Collection" component of the CPI, which is found under code
"CUSROOOOSEHG02".
Example
Following is an example of the application of these indices with Contractor's
percentages for cost adjustment. In the example below, an annual factor of 3.563%
would be applied to of the Processing Fee, Disposal & Transportation Fee, Unaccepted
Load Disposal Fee, Unaccepted Load Management Fee, and Public Education
Contribution in Appendix B to determine the of the Processing Fee, Disposal &
Transportation Fee, Unaccepted Load Disposal Fee, Unaccepted Load Management
Fee, and Public Education Contribution for the next Contract Year.
MRF Processing Cost Adjustment 4/1/2019 Thru 3/31/2020
INDEX WEIGHT 3/31/2018 3/31/2019 Change% Adjust
Garbage And Trash Collection; 100% 446.987 462.915 3.563% 3.563%
CUSROOOOSEHG02
Start Rate %Change $ Change New$
Processing $ 78.00 3.563% $ 2.78 $ 80.78
SOP & OCC $ 50.00 3.563% $ 1.78 $ 51.78
Processing Capital $ 6.00 NA NA $ 6.00
Total Processing $ 84.00 3.563% $ 2.78 $ 86.78
Transportation and Disposal $ 10.00 3.563% $ 0.36 $ 10.36
Education $ 2.00 3.563% $ 0.07 $ 2.07
Unaccepted Load Disposal Fee $ 40.00 3.563% $ 1.43 $ 41.43
Unaccepted Load Management Fee $ 10.00 3.563% $ 0.36 $ 10.36
EXHIBIT B
Waste Audit Procedure
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EXHIBIT B
Waste Audit Procedure
The initial Recycling Characterization Audit and Residue Characterization Audits, collectively
Characterization Audits, shall be conducted in May 2018. Subsequent Characterization Audits
shall be conducted in on a mutually agreed upon date in May, August, November, and February
of each Contract Year. City must approve any postponements of Characterization Audits.
Contractor, at Contractor's sole expense, shall conduct Characterization Audits in accordance
with the following:
Recycling Characterization Audit
1. Each Recycling Characterization Audit will be monitored by Contractor and City and
City representative if City desires.
2. The Processing Facility scales, including the vehicle and baler scales, shall be calibrated
in accordance with the Contract. Contractor shall provide documentation to City of the
scales calibration.
3. City and Contractor will agree to the description of each commodity, including Single-
stream Recyclables and other Recyclable Materials Processed into Recovered Materials,
in advance of the Recycling Characterization Audit in written form.
4. The Recycling Characterization Audit will be conducted based on a minimum of one (1)
Load containing a minimum of five (5) tons per each scheduled collection day for a
calendar week from the Single-stream Recyclables collected from residential customers
by City Collector.
5. The following procedure will be used for route selection: City and Contractor will agree
upon a day to randomly draw routes from each collection day at least one (1) week in
advance of the Recycling Characterization Audit. Contractor will obtain from the City
Collector a copy of the specific route maps that show the homes collected within the load
that will be used for auditing purposes upon delivery of the load to the Processing
Facility.
6. The vehicles selected for the Recycling Characterization Audit will be weighed full and
empty to capture the tare weight of the truck and the weight of the Load. All weights
shall be recorded to a hundredth of a ton. On-file tare weights will not be acceptable
during the Recycling Characterization Audit.
7. Contractor shall store the Loads from the selected routes in a segregated area. The
segregated area will have barriers in place to separate Recycling Characterization Audit
materials from any other materials that are delivered to the Processing Facility.
8. Immediately prior to Processing the Recycling Characterization Audit materials,
Contractor will empty, clean and free of debris the system, sort line, bunkers, and balers.
The tipping floor will be empty, clean and free of debris, with the exception of the
segregated Recycling Characterization Audit materials.
9. City and Contractor will ensure the number of employees available for the Recycling
Characterization Audit is appropriate to sort material and conduct the Recycling
Characterization Audit. The number of employees utilized for sorting materials will be
consistent with typical operations.
10. After approval of City to commence the Recycling Characterization Audit, Contractor
shall load the materials onto the Processing line and run at normal Processing speed(25-
30 tons per hour, or as designed) or slower. Contractor will Process the materials into the
various commodity categories and Residue and Contamination.
11. Once the Processing Facility line and employees have Processed all Recycling
Characterization Audit material, each commodity will be weighed to a hundredth of aton
and documented with City representatives present. Each individual commodity bunker
will be baled one at a time. Residue and Contamination will be weighed separately of
Recyclable Materials.
12. At the end of the Recycling Characterization Audit day, tally sheets of all weights for
each commodity and Residue and Contamination shall be provided to City.
Residue Characterization Audit
1. Each Residue Characterization Audit will be monitored by Contractor and City if City
desires.
2. The Residue Characterization Audit will be conducted based on a minimum of one (1)
sample collected every thirty (30) minutes from the end of processing line materials
during the Recycling Characterization Audit. Each sample shall weigh approximately one
hundred(100)pounds.
3. The procedure for collection of samples shall be mutually agreed upon by City and
Contractor.
4. Contractor shall store the samples from in a segregated area. The segregated area will
have barriers in place to separate Residue Characterization Audit materials from any
other materials that are delivered to the Processing Facility.
5. Contractor shall provide and area for sorting of samples which is mutually agreeable to
City and Contractor. Contractor will provide all other equipment per request of City
for the Residue Characterization Audit.
6. City will classify the materials into the proposed material categories, but at a
minimum each commodity utilized for the Recycling Characterization Audit,
contamination, and fines, and place the materials into the individual bins/cans for each
category.
7. Once all the materials from the sample have been sorted into their designated bins/cans,
City will check all bins/cans to confirm materials are placed in the appropriate bin/can.
After City has performed a quality control check, Contractor may check all
bins/cans to confirm materials are placed in the appropriate bin/can. Contractor shall
communicate any issues immediately to City.
8. City will assign a bins/cans to each material category and weigh to a hundredth of a
pound and record the weight of each bin/can empty.
9. City will weigh to a tenth of a pound and record the weights of each bins/cans for
each sample to capture the gross weight of the bin/can and the material.
10. At the end of the Residue Characterization Audit day, tally sheets of all weights for
each sample shall be provided to City.
11. City with the assistance of Contractor will weigh all Residue and Contamination
including materials in the compactor and other sources. City and Contractor may
agree for certain sources of Residue and Contamination to be presumed 100%
Contamination. All other sources of Residue and Contamination will be presumed to
have the composition based on the Residue Characterization Audit.
General Characterization Audit Reporting Protocol
1. Following the Characterization Audits, City will calculate the estimated annual
tonnage by material category and Residue and Contamination based on the
Recycling Characterization Audit.
2. Then, City will calculate the estimated annual tonnage by material category and
Contamination in the total Residue and Contamination reported by the Recycling
Characterization Audit by applying the composition based on the Residue
Characterization Audit.
3. Then, City aggregate the tonnage by Recovered Material category from the Recycling
Characterization Audit to the tonnage by material category from the Residue
Characterization Audit.
4. Next, City will calculate the recovery rate to determine whether Contractor is in
compliance with the requirement to recover 95% of Single-stream Recyclables. For
calculation of the recovery rate, the tonnage of recyclable material recovered
according to the Recycling Characterization Audit will be divided by the total tonnage
of recyclable material recovered according to the Recycling Characterization Audit
plus the total tonnage of recyclable material not recovered according to the Residue
Characterization Audit. The following is the formula for the calculation of the
recovery rate:
Recovery Rate = (X)
(X + Y)
X= Tonnage of Recyclable Materials Recovered via Recycling Characterization Audit
Y= Tonnage of Recyclable Materials Not Recovered via Residue Characterization Audit
If the 95% recovery rate is not met, the quantity of Recyclable Materials will be
proportionately increased based on the composition of Recyclable Materials not
recovered according to the Residue Characterization Audit to achieve the 95%
recovery rate. See example recovery rate calculation on next page.
5. The aggregated tonnage by Recovered Material category from the Recycling
Characterization Audit and the tonnage by material category from the Residue
Characterization Audit adjusted to achieve the 95% recovery rate from the most recent
Characterization Audit and the prior three (3) Characterization Audits conducted by
City and Contractor when available will be used for calculation of the Recyclable
Revenue Share, Disposal Allowance, and Disposal and Transportation Fees. City and
Contractor agree that Characterization Audits conducted prior to the commencement
of the Contract shall be utilized for calculation of the Recyclable Revenue Share,
Disposal Allowance, and Disposal and Transportation Fees for calculating the revenue
or invoice for the months of April and/or May, and until the actual results of the initial
baseline audit scheduled to be completed in May can begin to be used. City and
Contractor agree the sum of the tonnage of the Characterization Audits, and not the
average of the percentage of the composition for the Characterization Audits, will be
utilized to estimate of composition of materials for calculation of the Recyclable
Revenue Share, Disposal Allowance, and Disposal and Transportation Fees.
6. Within five (5) business days of the completed Characterization Audit, the City
will provide the Contractor a report detailing the Characterization Audit results.
7. City may at its sole discretion reject the results of the Characterization Audit if
the variance between the weight of the Incoming Tons for the Loads included in
the Recycling Characterization Audit versus the Recyclable Materials and
Contamination exceeds (five) 5 percent. If City rejects the results of the
Characterization Audit, Contractor shall reconduct the Characterization Audit
within thirty (30) calendar days.
8. City may take pictures prior to and during the Characterization Audits.
95% Recovery Rate Calculation Examples
Provided below are two examples of how to determine whether the Waste Audit Procedure
results in a 95% recovery rate. The first example shows the results based on numbers that meet
the 95% recovery rate and the second example is one where the 95% recovery rate is not met.
Example 1: Meeting the 95% Recovery Rate
Table 1 provides an example of the calculation of Recyclable Materials recovered via the
Recycling Characterization Audit plus the total tonnage of Recyclable Material not recovered
according to the Residue Characterization Audit. For the example, a total of 152.71 tons of
material was characterized. The Recycling Characterization Audit resulted in 120.05 tons of
Recyclable Materials recovered and 32.66 tons of Residue and Contamination. The Residue
Characterization Audit resulted in the 32.66 tons of Residue and Contamination including 5.05
tons of Residue (i.e. Recyclable Material not recovered) and 27.61 tons of Contamination.
Table 1 and Table 2 present an example of the recovery rate calculation assuming 120.05 tons of
Recyclable Materials were recovered via the Recycling Characterization Audit and 5.05 tons of
Recyclable Materials were not recovered via the Residue Characterization Audit resulting in a
95.96% recovery rate. Table 1 presents the estimated tons of Recyclable Material recovered
based on the Recycling Characterization Audit and the estimated tons of Recyclable Material not
recovered based on the Residue Characterization Audit. Table 2 presents the recovery rate
calculation based on the results of Table 1.
Table 1: Example Calculation of Recyclable Materials Recovered via the Recycling
Characterization Audit and Not Recovered via Residue Characterization Audit with
No Adjustment Required (Tons)
Material Group Material Category Recyclable Recyclable Total
Material Material Not Material
Recovered' Recovered'
Recyclable Paper Newspaper 38.38 0.98 39.36
OCC 19.72 1.15 20.87
Other Mixed Paper 20.34 0.95 21.29
Recyclable Plastic PET 8.06 0.98 9.04
HDPE Color 3.04 0.21 3.25
HDPE Natural 2.10 0.05 2.15
Mixed Plastic 4.88 0.45 5.33
Recyclable Metal Aluminum 1.61 0.12 1.73
Steel 2.77 0.04 2.81
Recyclable Glass Glass 19.15 0.12 19.27
Total Recyclable Material 120.05 5.05 125.10
Contamination NA NA 27.61
Total 120.05 5.05 152.71
1. Estimated based on the composition of the Recycling Characterization Audit and Residue Characterization Audit applied to
total tons of the loads audited.
Table 2: Example 95% Recovery Rate Calculation with No Adjustment Required
Tons
Tonnage of Recyclable Materials Recovered 120.05
via Recycling Characterization Audit
Tonnage of Recyclable Materials Recovered and Not Recovered' 125.10
Recovery Rate 95.96%
1. Estimated based on the composition of the Recycling Characterization Audit and Residue Characterization Audit.
Example 2: Not Meeting the 95% Recovery Rate
If the 95%recovery rate is not met, the quantity of Recyclable Materials will be proportionately
increased based on the composition of Recyclable Material not recovered to achieve the 95%
recovery rate. Like the prior example, a total of 152.71 tons of material was characterized and
the Recycling Characterization Audit resulted in 120.05 tons of Recyclable Materials recovered
and 32.66 tons of Residue and Contamination. However, the Residue Characterization Audit
resulted in the 32.66 tons of Residue and Contamination including 7.62 tons of Residue (i.e.
Recyclable Material not recovered) and 25.04 tons of Contamination.
Tables 3, 4, 5, 6, and 7 provide an example of the adjustment if 95% recovery rate assuming
120.05 tons of Recyclable Materials were recovered via the Recycling Characterization Audit
and 7.62 tons of Recyclable Materials were not recovered via the Residue Characterization Audit
resulting in a 94.03%recovery rate. Table 3 presents the estimated tons of Recyclable Material
recovered based on the Recycling Characterization Audit and the estimated tons of Recyclable
Material not recovered based on the Residue Characterization Audit. Table 4 presents the
recovery rate calculation based on the results of Table 3. Since the recovery rate is less than 95%
as shown in Table 4, Table 5 calculates the required tonnage adjustment to achieve the 95%
recovery rate. Table 6 allocates the required tonnage adjustment reported in Table 5 amongst the
material categories based on the composition of the Residue Characterization Audit. Table 7
shows the final adjusted total Recyclable Material based on the estimated tons of Recyclable
Material recovered and the estimated tons of Recyclable Material not recovered in Table 3 and
adjusted in accordance with Table 6.
Table 3: Example Calculation of Recyclable Materials Recovered via Recycling Characterization
Audit and Not Recovered via Residue Characterization Audit Requiring Adjustment(Tons)
Material Group Material Category Recyclable Recyclable Total
Material Material Not Material
Recovered' Recovered'
Recyclable Paper Newspaper 38.38 1.28 39.66
OCC 19.72 1.38 21.10
Other Mixed Paper 20.34 1.25 21.59
Recyclable Plastic PET 8.06 1.24 9.30
HDPE Color 3.04 0.73 3.77
HDPE Natural 2.10 0.28 2.38
Mixed Plastic 4.88 0.69 5.57
Recyclable Metal Aluminum 1.61 0.34 1.95
Steel 2.77 0.15 2.92
Recyclable Glass Glass 19.15 0.28 19.43
Total Recyclable Material 120.05 7.62 127.67
Contamination NA NA 25.04
Total 120.05 7.62 152.71
1. Estimated based on the composition of the Recycling Characterization Audit and Residue Characterization Audit applied to
total tons of the loads audited.
Table 4: Example 95% Recovery Rate Calculation Requiring Adjustment
Tons
Tonnage of Recyclable Materials Recovered 120.05
via Recycling Characterization Audit
Tonnage of Recyclable Materials Recovered and Not Recovered' 127.67
Recovery Rate 94.03%
1. Estimated based on the composition of the Recycling Characterization Audit and Residue Characterization Audit.
Table 5: Example Adjustment for 95% Recovery Rate Calculation
Tons
Tonnage of Recyclable Materials Recovered and Not Recovered' 127.67
Required Recovery Rate 95.0%
Required Recovered Tons 121.29
Tonnage of Recyclable Materials Recovered 120.05
via Recycling Characterization Audit
Required Tonnage Adjustment 1.24
1.Estimated based on the composition of the Recycling Characterization Audit and Residue Characterization Audit.
Table 6: Example Calculation of Recyclable Materials Not Recovered via Residue Characterization
Audit Requiring Adjustment
Material Group Material Category Recyclable Recyclable Adjustment
Material Material (Tons)'
Not Not
Recovered Recovered
(Tons) (% of Total)
Recyclable Paper Newspaper 1.28 16.80% 0.21
OCC 1.38 18.11% 0.22
Other Mixed Paper 1.25 16.40% 0.20
Recyclable Plastic PET 1.24 16.27% 0.20
HDPE Color 0.73 9.58% 0.12
HDPE Natural 0.28 3.67% 0.05
Mixed Plastic 0.69 9.06% 0.11
Recyclable Metal Aluminum 0.34 4.46% 0.06
Steel 0.15 1.97% 0.02
Recyclable Glass Glass 0.28 3.67% 0.05
Total 7.62 1.24
1. Multiply Recyclable Material Not Recovered(%)by Required Tonnage Adjustment in Table 5.
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Exhibit B.1 - 95% Recovery Rate Calculation
City of Fort Worth
Example of No Adjustment
Table 1: Example Calculation of Recyclable Materials Recovered via the Recycling Characterization
Audit and Not Recovered via Residue Characterization Audit with No Adjustment Required
Recyclable Recyclable
Material Group Material Category Material Material Not Total
Recovered Recovered
Recyclable Paper Newspaper 38.38 0.98 39.36
OCC 19.72 1.15 20.87
Other Mixed Paper 20.34 0.95 21.29
Recyclable Plastic PET 8.06 0.98 9.04
HDPE Color 3.04 0.21 3.25
HDPE Natural 2.10 0.05 2.15
Mixed Plastic 4.88 0.45 5.33
Recyclable Metal Aluminum 1.61 0.12 1.73
Steel 2.77 0.04 2.81
Recyclable Glass Glass 19.15 0.12 19.27
Total Recyclable Materials 120.05 5.05 125.10
Other Contamination 27.61
Total Materials 152.71
Table 2: Example 95% Recovery Rate Calculation with No Adjustment Required
Tons
Tonnage of Recyclable Materials Recovered via Recycling Characterization Audit 120.05
Tonnage of Recyclable Materials Recovered and Not Recovered 125.10
Recovery Rate 95.96%
Exhibit B.2 - 95% Recovery Rate Calculation
City of Fort Worth
Example of Adjustment
Table 3: Example Calculation of Recyclable Materials Recovered via Recycling Characterization Audit and Not
Recovered via Residue Characterization Audit Requiring Adjustment
Recyclable Recyclable
Material Group Material Category Material Material Not Total
Recovered Recovered
Recyclable Paper Newspaper 38.38 1.28 39.66
OCC 19.72 1.38 21.10
Other Mixed Paper 20.34 1.25 21.59
Recyclable Plastic PET 8.06 1.24 9.30
HDPE Color 3.04 0.73 3.77
HDPE Natural 2.10 0.28 2.38
Mixed Plastic 4.88 0.69 5.57
Recyclable Metal Aluminum 1.61 0.34 1.95
Steel 2.77 0.15 2.92
Recyclable Glass Glass 1915 0.28 19.43
Total Recyclable Materials 120.05 7.62 127.67
Other Contamination 25.04
Total Materials 152.71
Table 4: Example 95% Recovery Rate Calculation Requiring Adjustment
Tons
Tonnage of Recyclable Materials Recovered via Recycling Characterization Audit 120.05
Tonnage of Recyclable Materials Recovered and Not Recovered 127.67
Recovery Rate 94.03%
Table 5: Example Adjustment for 95% Recovery Rate Calculation
Tons
Tonnage of Recyclable Materials Recovered and Not Recovered' 127.67
Required Recovery Rate 95.00%
Required Recovered Tons 121.29
Tonnage of Recyclable Materials Recovered via Recycling Characterization Audit 120.05
Required Tonnage Adjustment 1.24
Exhibit B.2 - 95% Recovery Rate Calculation
City of Fort Worth
Example of Adjustment
Table 6: Example Calculation of Recyclable Materials Not Recovered via Residue Characterization Audit
Requiring Adjustment
Recyclable Recyclable
Material Group Material Category Material Material Not Total
Recovered Recovered
Recyclable Paper Newspaper 1.28 16.80% 0.21
OCC 1.38 18.11% 0.22
Other Mixed Paper 1.25 16.40% 0.20
Recyclable Plastic PET 1.24 16.27% 0.20
HDPE Color 0.73 9.58% 0.12
HDPE Natural 0.28 3.67% 0.05
Mixed Plastic 0.69 9.06% 0.11
Recyclable Metal Aluminum 0.34 4.46% 0.06
Steel 0.15 1.97% 0.02
Recyclable Glass Glass 0.28 3.67% 0.05
Total Recyclable Materials 7.62 1.24
Table 7: Example Adjustment for Recyclable Materials Recovered via Recycling Characterization Audit and Not
Recovered via Residue Characterization Audit
Recyclable Recyclable
Material Group Material Category Material Material Not Total
Recovered Recovered
Recyclable Paper Newspaper 38.59 1.07 39.66
OCC 19.94 1.16 21.10
Other Mixed Paper 20.54 1.05 21.59
Recyclable Plastic PET 8.26 1.04 9.30
HDPE Color 3.16 0.61 3.77
HDPE Natural 2.15 0.23 2.38
Mixed Plastic 4.99 0.58 5.57
Recyclable Metal Aluminum 1.67 0.28 1.95
Steel 2.79 0.13 2.92
Recyclable Glass Glass 19.20 0.23 19.43
Total Recyclable Materials 121.29 6.38 127.67
EXHIBIT C
PROCESSING FEES AND REVENUE SHARE SCHEDULE
Contract for the Processing of Recycling Materials between the City of Fort Worth and Allied Waste Services-Finalv2031718
44
EXHIBIT C:
Financial Terms for Program Recyclable Material Processing
Processing Fee—
Operating Costs(A) $78 per Single-stream incoming ton
$50 Sorted Office Paper incoming ton per Source Separated
$50 OCC incoming ton
Processing Fee—
Capital Costs(B) $6 per incoming ton
Total Processing Fee
(A+B) $84 per incoming ton
Disposal Allowance Yes
Disposal&
Transportation Fee $10 per contamination ton
Recyclable Revenue Share 80%per incoming ton
Required Public
Education Contribution $2.00 per incoming ton
Floor Pricing Equal to negative$25 per ton after Recyclable Revenue Share calculation
Unaccepted Loads
Unaccepted Load Disposal Fee $40per incoming ton of Unaccepted Load
Unaccepted Load Management Fee $10 per incoming ton of Unaccepted Load
The Recyclable Revenue Share will be based on the Recyclable Revenue Share Index calculated each
month in accordance with the following indexes for marketed commodities.Not all of the categories will
be used each month, as some commodities may be processed and marketed with another commodity
(e.g.Newspaper as Other Program Recyclable Material -Paper).
Newspaper The greater of RecyclingMarkets.net, PS 6 News, Southcentral USA
region, (1st issue of the month)regionally average price or Average
Monthly Actual Sales Price
Old Corrugated Cardboard The greater of RecyclingMarkets.net, PS 11 Corrugated Containers,
(OCC) Southcentral USA region,(1 st issue of the month)regionally average
rice or Average Monthly Actual Sales Price
Brown Paper Bags The greater of RecyclingMarkets.net, PS 11 Corrugated Containers,
Southcentral USA region, (1 st issue of the month)regionally average
price or Average Monthly Actual Sales Price
Magazines, Catalog,and Phone The greater of RecyclingMarkets.net, PS 10 Magazines,Southcentral
Books USA region, (1 st issue of the month)regionally average price or
Average Monthly Actual Sales Price
Cartons The greater of the Average Monthly Actual Sales Price,Verified
Market Price, or zero
Sorted Office Paper The greater of RecyclingMarkets.net, PS 37 Sorted Office Paper,
Southcentral USA region,(1 st issue of the month)regionally average
rice or Average Monthly Actual Sales Price
Other Program Recyclable The greater of RecyclingMarkets.net, PS 54 Mixed Paper,
Material- Paper Southcentral USA region, (1 st issue of the month)regionally average
rice or Average Monthly Actual Sales Price
Aluminum The greater of RecyclingMarkets.net,Aluminum Cans(Sorted,Baled,
picked up), (1st issue of the month) regionally average price or
Average Monthly Actual Sales Price
Steel/Tin The greater of RecyclingMarkets.net, Steel Cans(Sorted,Baled,
picked up), (1 st issue of the month) regionally average price or
Average Monthly Actual Sales Price
Other Program Recyclable The greater of RecyclingMarkets.net, Steel Cans(Sorted,Baled,
Material-Metal picked up), (1 st issue of the month) regionally average price or
Average Monthly Actual Sales Price
Plastic#I The greater of RecyclingMarkets.net, Plastics PET Baled, Houston
(Southcentral) region, (2nd business day of the month)regionally
average price or Average Monthly Actual Sales Price
Plastic#2 Natural The greater of RecyclingMarkets.net, Plastics Natural HDPE Baled,
Houston (Southcentral) region, (2nd business day of the month)
regionally average price or Average Monthly Actual Sales Price
Plastic#2 Colored The greater of RecyclingMarkets.net, Plastics Colored HDPE Baled,
Houston (Southcentral) region, (2nd business day of the month)
regionally average price or Average Monthly Actual Sales Price
Other Program Recyclable The Average Monthly Actual Sales Price
Material-Plastic
Glass The Average Monthly Actual Sales Price
Residue and Contamination Zero
Exhibit CA -Processing Fee and Revenue Share Schedule
City of Fort Worth
Example of No Revenue Share and No Floor Pricing
Note
RECEIPTS: Supplier# Commodity# Com.Descr Tons
SS Curbside Loose
SS Rejected Unacceptable Loads
Total Tons Received 4,001.81
PROCESSING FEE:
Total Processed Tons 4,001.81
Per ton Processing Fee
Total Process in Fees $ 336,152.04
Commodity Component% Tons $/Ton Revenue Total$
ONP(News) 15.331/. 613.48 $84.00 $ 51,532.32
PET 3.66% 146.47 $291.21 $ 42,653.53
HDPE Colored 1.10% 44.02 $292.94 $ 12,895.22
HDPE Natural 1.02% 40.82 $650.00 $ 26,533.00
Aluminum 0.69% 27.61 $1,490.83 $ 41,161.82
Steel 1.78% 71.23 $120.40 $ 8,576.09
Crushed Glass 26.36% 1,054.88 $2.03 $ 2,141.41
Mixed Plastic 1.20% 48.02 $40.00 $ 1,920.80
Other Mix Paper 13.75% 550.25 $47.50 $ 26,136.88
OCC 9.00% 360.16 $162.48 $ 58,518.80
Residue and Contamination 26.11% 1,044.87 $
Total Processed 100.00% 4,001.81 $ 272,069.87
Total Recyclable Revenues $ 272,069.87
Total Processing Fees $ (336,152.04)
Recyclable Revenues Net Processing Fees $ (64,082.17)
Total Tons 4,001.81
Recyclable Revenues Net Processing Fees $ (16.01)
Floor Pricing S (25 00)
Floor Pricing Applicable No
Recyclable Revenues Net Processing Fees After Floor Pricing $ (64,082.17)
Recyclable Revenues to City(Yes/No) No
Recyclable Revenue Share to City 80% NA
Total Tons 4,001,81
Education Credit $ 2.00 $ 8,003.62
Residue Tons 1,044.87
Disposal and Transportation Fee $ (10 00) $ (10,448.70)
Unaccepted Load Tons Not Disposed at City Landfill S 1
Unaccepted Load Disposal Fee $ (40.00) $
Unaccepted Load Tons $
Unaccepted Load Management Fee $ (10 00) $
Total Due(positive=Check to CFW,Negative=Check from CFW) $ (66,527.25)
Notes:
1.City does not pay Unaccepted Load Disposal Fee for tons disposed at City Landfill.City to enter SS Rejected Unacceptable Loads tons(Cell F7)subject to Unaccepted Load
Disposal Fee.
Exhibit C.2-Processing Fee and Revenue Share Schedule
City of Fort Worth
Example of Revenue Share
Note
RECEIPTS: Supplier# Commodity# Com.Descr Tons
SS Curbside Loose
SS Rejected Unacceptable Loads -
Total Tons Received 4,001.81
PROCESSING FEE:
Total Pocemed Tons 4,001.81
Per ton Processing Fee
Total Processing Fees $ 336,152.04
Commodity Component% Tons $/Ton Revenue Total$
ONP(News) 15.33% 613.48 $110.00 $ 67,482.80
PET 3.66% 146.47 $520.00 $ 76,164.40
HDPE Colored 1.10% 44.02 $490.00 $ 21,569.80
HDPE Natural 1.02% 40.82 $710.00 $ 28,982.20
Aluminum 0.69% 27.61 $1.600.00 $ 44,176.00
Steel 1.78% 71.23 $120.00 $ 8,547.60
Crushed Glass 26.36% 1,054.88 $2.03 $ 2,141.41
Mixed Plastic 1.20% 48.02 $40.00 $ 1,920.80
Other Mix Paper 13.75% 550.25 $60.00 $ 33,015.00
OCC 9.00°/ 360.16 $170.00 $ 61,227.20
Residue and Contamination 26.11% 1,044.87 $
Total Processed 100.00% 4,001.81 $ 345,227.21
Total Recyclable Revenues $ 345,227.21
Total Processing Fees $ (336,152.04)
Recyclable Revenues Net Processing Fees $ 9,075.17
Total Tons 4,001.81
Recyclable Revenues Net Processing Fees $ 2.27
Floor Pricing S (25 00)
Floor Pricing Applicable No
Recyclable Revenues Net Processing Fees After Floor Pricing $ 9,075.17
Recyclable Revenues to City(Yes/No) Yes
Recyclable Revenue Share to City 80% $ 7,260.14
Total Tons 4,001.81
Education Credit $ 2.00 $ 8,003.62
Residue Tons 1,044.87
Disposal and Transportation Fee $ (10.00) $ (10,448.70)
Unaccepted Load Tons Not Disposed at City Landfill 1
Unaccepted Load Disposal Fee $ (40.00) $
Unaccepted Load Tons $
Unaccepted Load Management Fee $ (10 00) $
Total Due(positive=Check to CFW,Negative=Check from CFW) $ 4,815.06
Notes:
1.City does not pay Unaccepted Load Disposal Fee for tons disposed at City Landfill.City to enter SS Rejected Unacceptable Loads tons(Cell F7)subject to Unaccepted Load
Disposal Fee.
Exhibit C.3-Processing Fee and Revenue Share Schedule
City of Fort Worth
Example of Floor Pricing
Note
RECEIPTS: Supplier# Commodity# Com.Descr Tons
SS Curbside Loose
SS Rejected Unacceptable Loads -
Total Tons Received 4,001.81
PROCESSING FEE:
Total Processed Tons 4,001.81
Per ton Processing Fee $ (84,00)
Total Processing Fees $ (336,152.04)
Commodity Component% Tons $/Ton Revenue Total$
ONP(News) 15.33% 613.48 $54.00 $ 33,127.92
PET 3.66°% 146.47 $201.21 $ 29,471.23
HDPE Colored 1.10°% 44.02 $202.94 $ 8,933.42
HDPE Natural 1.02°% 40.82 $500.00 $ 20,410.00
Aluminum 0.69°% 27.61 $1.090.83 $ 30,117.82
Steel 1.78% 71.23 $80.40 $ 5,726.89
Crushed Glass 26.36°% 1,054.88 $1.00 $ 1,054.88
Mixed Plastic 1.20% 48.02 $15.00 $ 720.30
Other Mix Paper 13.75°% 550.25 $30.00 $ 16,507.50
OCC 9.00% 360.16 $120.00 $ 43,219.20
Residue and Contamination 26.11% 1,044.87 $ -
Total Processed 100.00°% 4,001.81 $ 189,289.16
Total Recyclable Revenues $ 189,289.16
Total Processing Fees $ (336,152.04)
Recyclable Revenues Net Processing Fees $ (146,862.88)
Total Tons 4,001.81
Recyclable Revenues Net Processing Fees $ (36.70)
Floor Pricing $ (25.00
Floor Pricing Applicable Yes
Recyclable Revenues Net Processing Fees After Floor Pricing $ (100,045.25)
Recyclable Revenues to City(Yes/No) No
Recyclable Revenue Share to City 80% NA
Total Tons 4,001.81
Education Credit $ 2.00 $ 8,003.62
Residue Tons 1,044.87
Disposal and Transportation Fee $ (10 00) $ (10,448.70)
Unaccepted Load Tons Not Disposed at City Landfill 1
Unaccepted Load Disposal Fee $ (40.00) $
Unaccepted Load Tons $
Unaccepted Load Management Fee $ (10.00) $
Total Due(positive=Check to CFW;Negative=Check from CFW) $ (102,490.33)
Notes:
1.City does not pay Unaccepted Load Disposal Fee for tons disposed at City Landfill.City to enter SS Rejected Unacceptable Loads tons(Cell F7)subject to Unaccepted Load Disposal
Fee.
EXHIBIT D
PARENT GUARANTEE
Contract for the Processing of Recycling Materials between the City of Fort Worth and Allied Waste Services-Finalv2031718
45
GUARANTY
THIS GUARANTY is made and entered into as of April 1. 2018, by Republic Services.
Inc., a(n) Delaware corporation ("Guarantor'), in favor of the City- of Fort Worth. a(n) home rule
municipal corporation in Tarrant, Denton, Parker and Wise Counties, Texas (the "Guaranteed
Partv' ).
Recitals
A. Allied Waste Services of Fort Worth, LLC. a(n) Texas corporation
(`'Subsidiary"), and the Guaranteed Party are parties to that certain CONTRACT FOR THE
PROCESSING OF RECYCLABLE MATERIALS AND RESOURCE, RECOVERY
SERVICES_dated as of April 1. 2018 (the"Agreement"').
B. As an inducement to the Guaranteed Party to enter into the Agreement, Guarantor
has agreed to guarantee the perfonnance of Subsidiary's obligations under the Agreement.
In consideration of the foregoing and other good and valuable consideration_ the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Guaranty. Guarantor irrevocably and unconditionally guarantees to the Guaranteed
Party the due and punctual performance of each obligation of Subsidiary contained in the
Agreement in accordance with its terms and conditions. Guarantor agrees that if Subsidiary shall
fail to perform any of its obligations under the Agreement when due in accordance with the terms
of the Agreement, it shall, upon demand made by the Guaranteed Party. immediately perform the
obligation. to the extent that such performance is required to be made or performed by Subsidiary.
Notwithstanding anything to the contrary contained in this Guaranty, this Guaranty pertains only to
those obligations owed by Subsidiary under the Agreement, and shall in no way alter or expand
any obligation owing under the Agreement or diminish any defense available to Subsidiary under
the Agreement. This Guaranty in no way alters the respective obligations, rights, defenses, setoffs.
counterclaims, or privileges of the parties to the Agreement, all of which shall be equally available
to Guarantor as to Subsidiary in the event the Guaranteed Party makes a claim under this Guaranty.
The Guaranteed Party, however. may commence any action or proceeding based upon this
Guaranty directly against Guarantor without making Subsidiary a party defendant in such action or
proceeding and it shall not be necessary for the Guaranteed Party to bring any action or proceeding
first against Subsidiary to recover from the Guarantor.
Guarantor agrees that the obligations of Guarantor pursuant to this Guaranty shall remain in
full force and effect without regard to, and shall not be released, discharged or affected in any way
by any of the following(whether or not Guarantor shall have any knowledge thereof):
(a) any termination, amendment. modification or other change in the
Agreement:
(b) any failure, omission or delay on the part of Subsidiary. Guarantor, any or
any other guarantor of Subsidiary's obligations to conform or comply with any term of the
Agreement:
(c) any waiver, compromise, release, settlement or extension of time of
performance or observance of any of the obligations or agreements contained in the Agreement,
(d) any dissolution of Guarantor or any voluntary or involuntary bankruptcy,
insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors.
composition, receivership. liquidation, marshalling of assets and liabilities or similar events or
proceedings with respect to Subsidiary, Guarantor or any other guarantor of Subsidiary's
obligations, as applicable, or any of their respective propertyorcreditors, or any action taken by
any trustee or receiver or by any court in any such proceeding;
(e) any merger or consolidation of Subsidiary.Guarantor or any other guarantor
of Subsidiary's obligations into or with any person, or any sale. lease or transfer of any of the
assets of Subsidiary, Guarantor or any other guarantor of Subsidiary's obligations to any other
person: or
(f) any change in the ownership of the capital stock of Subsidiary. Guarantor or
any other guarantor of Subsidiary's obligations or any change in the relationship between
Subsidiary, Guarantor or any other guarantor of Subsidiary's obligations.or any termination of any
such relationship.
2. Representations and Warranties. Guarantor represents and warrants to the
Guaranteed Party that this Guaranty has been duly executed and delivered by Guarantor and
constitutes the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in
accordance with its terms.
3. Miscellaneous
(a) Governing Law. This Guaranty shall be governed by and construed in
accordance with the laws of the State of Texas without reference to the choice of law principles
thereof. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be
instituted exclusively in the state or federal courts of the State of Texas
(b) No Third Party Benefits. Nothing in this Guaranty is intended, and it shall
not be construed, to confer any rights or benefits upon any person other than the Guaranteed Party
and no other third party shall have any rights or remedies hereunder.
(c) Notices. All notices and other communications to Guarantor under this
Guaranty shall be sufficiently given for all purposes hereunder if in writing and: (i) delivered
personally: or(ii) sent by documented overnight delivery service, in each case,to the following:
-2-
Republic Services, Inc.
18500 North Allied Way
Phoenix,AZ 85054
Attn: General Counsel
or to such other address and/or to the attention of such other person as Guarantor may designate by
written notice to the Guaranteed Party.
(d) Binding Effect, Assignment. This Guaranty shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns; provided, however,
that no party hereto may assign its rights or delegate its obligations under this Guaranty without the
express written consent of the other party hereto.
(e) Headings. The headings contained in this Guaranty are inserted for
convenience only and will not affect the meaning or interpretation of this Guaranty.
(f) Amendment, No Waiver. This Guaranty may not be modified or amended
except by an instrument in writing signed by the party against whom enforcement of any such
modification or amendment is sought. Any party hereto may, only by an instrument in writing.
waive compliance by the other party hereto with any term or provision of this Guaranty. The
waiver by any party hereto of a breach of any tenn or provision of this Guaranty shall not be
construed as a waiver of any subsequent breach.
IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first
above written.
Bv:
Name: Calvin R. Boyd
Its: Assistant Treasurer
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/20/2018
DATE: Tuesday, March 20, 2018 REFERENCE NO.: P-12174
LOG NAME: 13P18-0149 SINGLE STREAM RECYCLABLES SB CODE
SUBJECT:
Authorize Execution of an Agreement with Allied Waste Services of Fort Worth LLC d/b/a Republic
Services of Fort Worth, for Single Stream Recyclables for an Initial Five-Year Term with Two Additional
Five Year Renewal Options for the Code Compliance Department (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a contract for Single Stream Recyclable Services with
Allied Waste Services of Fort Worth, LLC d/b/a Republic Service of Fort Worth, to begin April 1, 2018, and
expire March 31, 2023, with two additional five year renewal options for an estimated annual cost of
$4,345,488.00.
DISCUSSION:
Although Solid Waste services are exempt for the usual procurement requirement of Chapter 252 of the
Local Government Code, the Code Compliance Department requested assistance from the Purchasing
Department to procure a new contract for the processing of Single Stream Recyclables for the City of Fort
Worth. The Purchasing Department issued a Request for Proposal (RFP) for the processing of Single
Stream Recyclables on October 4, 2017 and opened on November 9, 2017. The RFP was advertised in
the Fort Worth Star-Telegram on October 4th, 11th, 18th and 25th, 2017 and on November 1st and 8th,
2017. Eighteen vendors were sent the solicitation and the city received three responses. In order to
correct an error, the Purchasing Division issued a second Request for Proposals for the processing of
Single Stream Recyclables. The second RFP was advertised in the Fort Worth Star-Telegram on February
2nd, 7th and 14th, 2018. The solicitation was sent to the three vendors who responded to the first RFP
and the same three vendors responded to the second.
The proposals were reviewed by an evaluation committee consisting of Staff from Code Compliance,
Planning and Development, the City Attorney's Office and the consultant hired to facilitate this process,
Burns & McDonnell (CSO Contract No. 45833, as amended). The committee collectively concluded that
Allied Waste Services of Fort Worth, LLC, presented the best value to the City, therefore, Staff and the
consultant recommend awarding the contract for the processing of Single Stream Recyclables to Allied
Waste Services of Fort Worth, LLC, provided mutual terms and conditions are negotiated and agreed to
by the parties.
The proposed terms of the contract are as follows:
• Start date April 1, 2018, expiration March 31, 2023, with two additional five year renewal options.
• Processing fees of$84.00 per ton, with the estimated annual cost of$4,345,488.00 based on
51,732 annual recycling tons reported in the RFPs.
• The City will receive (80 percent) of the revenues realized from the sale of the recyclables.
• The processing fees owed will be offset by rebated revenues realized from the sale of the
recyclables. However, due to the uncertainty of recyclable materials commodity market values
caused by changes in export demand, foreign regulations, recovered material grade specifications,
and other factors, the total projected revenue stream from the sale of the recyclables is estimated to
range from a minimum of$3,611,845.00 to a maximum of$5,197,533.00 annually with an average
revenue stream of$4,404,689.00 annually based on utilizing the past five year historical low,
http://apps.cfwnet.org/ecouncil/printmc.asp?id=25728&print=true&DoeType=Print 3/28/2018
average and high weighted market recyclable commodity values.
. The City will provide a Disposal Allowance per ton of residue and contamination disposed at its
Southeast Landfill.
. The City will pay a Disposal and Transportation fee of$10 per ton of residue and contamination in
addition to the processing fee.
. Republic will pay City a $2.00 per ton of recyclables received for a public education on recycling.
It is anticipated that the contract revenues will exceed fees and provide the City with an estimated positive
cash flow on this contract of approximately $481,417.00 under high recyclable materials market
commodity conditions. Under low and average recyclable materials market commodity conditions, it is
anticipated the contract revenues will not exceed the fees and will generate an estimated net cost to the
City of approximately $933,862.00 (low recyclable market) or$152,859.00 (average recyclable market),
respectfully.ln comparing the second best proposal and utilizing the average recyclable materials market
commodity conditions, that proposal would increase the annual cost from $152,859.00 to $843,208.00 or
an additional $690,349.00 over Republic's proposal. Additional financial evaluation has been provided by
Burns & McDonnell within the attached memorandum.
PRICE ANALYSIS - Code Compliance Department staff has reviewed the proposals and determined the
firm to have the financial and bonding capacity to provide the services and the prices to be fair and
reasonable for the industry.
M/WBE OFFICE -Allied Waste Services of Fort Worth, LLC d/b/a Republic Services of Fort Worth is in
compliance with the City's Business Diversity Ordinance by documenting good faith effort. The City's
M/WBE goal on this project is 15 percent.
AGREEMENT TERM - Upon City Council approval, the Agreements shall commence on April 1, 2018
shall expire on March 31, 2023.
RENEWAL OPTIONS-This Agreement may be renewed for two additional five-year term by mutual
Agreement of the parties. 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 Director of Finance certifies that funds are available within the current operating budget, as
appropriated, of the Solid Waste Fund. Prior to an expense being incurred, the Code Compliance
Department has the responsibility to validate the availability of funds.
BQN\18-0149\SB
FUND IDENTIFIERS (FIDS):
TO _ _ _
Fund Department ccoun Project Program ctivity_ Budget_ Reference # moun
IDW ID Year Chartfield 2
FROM _ _
Fund Department ccoun Project Program ctivity Budget Reference # moun
�D ID�� Year Z (Chartfield 2)
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Aaron Bovos (8517)
http://apps.cfwnet.org/ecouncil/printmc.asp?id=25728&print=true&DocType=Print 3/28/2018
Cynthia B. Garcia (8525)
Additional Information Contact: Sheila Baker (8356)
ATTACHMENTS
1. 18-0149 MATRIX .pdf (CFW Internal)
2. BURNS MCDONNELL MEMO RFP-18-0149.pdf (CFW Internal)
3. Form 1295 Certificate RFP 18 0149 MRF .pd f (Public)
4. GOAL 18-0149.pdf (CFW Internal)
5. SAMS 03-13-2018.pdf (CFW Internal)
http://apps.cfwnet.org/ecouncil/printmc.asp?id=25728&print=true&DocType=Print 3/28/2018
T_ I a )�
CERTIFICATE OF INTERESTED PARTIES
FORM 3.295
loll
Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos,1,2.3,5,and 6 it there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-325092
Allied Waste Services of Fort Worth, LLC dba Republic Services of Fort Worth
Fort Worth, TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/12/2018
being filed.
City of Fort Worth Date Ackn ledged: /
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
18-00149
Single-Stream Program Recyclable Material Processing and Resource Recovery
Nature of interest
4
Nance of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
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6 UNSWORN DECLARATION
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Forms provided by Texas Ethics Commission vti'.^rd.ethics.state.tx.us Version V1.0.5523