HomeMy WebLinkAboutContract 56658 CSC No. 56658
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding is executed as of the day of
Nov 11, 2021 , 2021, by Waste Management of
Texas, Inc. (WM), and the City of Fort Worth, Texas (the "City"). The term sheet
attached hereto as Exhibit "A" (the "Term Sheet") is hereby incorporated herein
and made a part of this Memorandum of Understanding for all purposes. The
purpose of this Memorandum of Understanding is to set forth the agreement in
principle between the City and WM with respect to the second renewal and
amendment to the City Secretary Contract No. 28358-E1 entitled "Extension and
Restatement of the Contract for the Collection of Residential Garbage, Refuse
and Bulky Waste, Recyclables, Certain Commercial Solid Waste, Yard Waste,
C&D, and Large Brush" (the "Contract") as defined in the Term Sheet. Upon
execution of this Memorandum of Understanding, the parties will proceed to
negotiate in good faith the definitive agreements which will include mutually
acceptable provisions relative to the amendment to the Contract and all matters
related thereto including the terms and conditions set forth in the Term Sheet.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Proposed Final DraftTeiw Sheet for the WM Solid Waste Collection Contact No.28358cr108252lv6
IN WITNESS WHEREOF, this Term Sheet has been executed on the date
signed by the City Secretary.
CITY OF FORT WORTH WASTE MANAGEMENT OF
TEXAS, INC.
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Valerie Washington(Nov 11,2 114:48 CST) Donald J Trnith(Nov 10,202116:10 CST)
Valerie Washington Donald J. Smith
Assistant City Manager Pre s ide nt
RECOMMENDED BY: WITNESS:
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Brandon Bennett(Nov 11,2021 14:00 CST) Rick Losa(Nov 10,202117:46 CST)
Brandon Bennett By:Rick Losa
Director of Code Compliance Its:Director,Public Sector Solutions
ATTEST: 0'_O'pOa�
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Ronald Gonzales �� °0.c Aj
Acting City Secretary da °°°°°°°°°° a
Date Signed:Nov 11,2021
APPROVED AS TO FORM AND LEGALITY:
Christa R.Lopez-Reynolds(Nov 11,2AK11 ST)
Christa R.Lopez-Reynolds
Senior Assistant City Atto rney
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.
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Christian Harper(JN ,202 06:32 CST)
Christian Harper
Code Contract Services Administrator
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Proposed Final DraftTeiw Sheet for the WM Solid Waste Collection Contract No.28358cr1082521v6
EXHIBIT "A"
TERM SHEET
I. The City of Fort Worth (City) and Waste Management of Texas, Inc. (WM)
propose to enter into the second renewal to City Secretary Contract No
28358 E-1, as amended, for the Extension and Restatement of the
Contract for Collection of Residential Garbage, Refuse and Bulky Waste,
Recyclables, Certain Commercial Solid Waste, Yard Waste, C&D and
Large Brush (the "Contract"). Both parties wish to make amendments to
the Contract to allow for a one time waiver of the Cost Adjustment to the
Service Unit rate (as adjusted each Contract year) and to allow for the
second renewal period to begin on or before November 30, 2021 and
expire on April 1, 2033. Other contractual matters affecting the
performance of this Contract shall also be addressed. The following are
the general terms of the proposed amendment, which will be incorporated
into a binding agreement between the parties.
II. Waiver of the Assessment of the Cost Adjustment for Fiscal Year
2022 Method.
WM agrees that the Cost Adjustment for Fiscal Year 2022 (i.e., the
October 1, 2021 through September 30, 2022 period) shall not be made to
the unit prices in Attachment A to the Contract and that the City will retain
the current Service Unit rate of $13.28 until the amended Cost Adjustment
Date for Fiscal Year 2023 as described in Section IV herein.
III. Change to the Cost Adjustment Indices.
Effective with the Fiscal Year 2023 (i.e., the October 1, 2022 through
September 30, 2023 period) Cost Adjustment, the parties agree to change
the current Cost Adjustment indices, their measurement, and their
allocation as reflected in Attachment B of the Contract as follows:
• The parties agree to change the Employment Cost Index adjustment to
90% of Unit Fees and the parties will use the CPI-U (Series ID:
CUUROOOOSEHG02) Garbage and Trash Collection — currently located at
the following link: https://beta.bIs.gov/dataViewer/view/timeseries/
CUUROOOOSEHG02. to determine the percentage adjustment. The CPI-U
adjustment shall be based on the average monthly percentage change in
the CPI-U over the 12-month measurement period; and
• The parties agree to change the Fuel Index adjustment to 10% of Unit
Fees and the parties will use the EIA Natural Gas Texas Commercial
(N3020TX3.M) index — currently located at https://www.eia.gov/dnav/ng/
hist/n3020tx3m.htm to determine the percentage adjustment. The CPI-U
Proposed Final DraftTeiw Sheet for the WM Solid Waste Collection Contact No.28358cr108252lv6
adjustment shall be based on the average monthly percentage change in
the CPI-U over the 12-month measurement period.
IV. Amendment to the Cost Adjustment Method.
The parties agree to further amend the Cost Adjustment Method
(Attachment B to the Contract) to change the twelve-month index
measurement period in determining the annual Cost Adjustment to be
April 1 to March 31. However, the effective date of the annual Cost
Adjustment calculation shall remain October 1 ("Cost Adjustment Date").
This change of the Cost Adjustment Method shall apply to the public
education program payment, however, the CPI index for such payment
shall remain the same as stated in the Contract.
V. Implementation of a Performance Criteria for Certain Services.
The parties agree to implement a service performance standard for
Priority One Collections and Collection Day route Completion. The parties
agree to work together in good faith to implement a verification system
such as a performance score card, to document WM's collection and
recovery of all reported missed pickups associated with all four (4) solid
waste services: Garbage, Recyclables, Yard Waste and Bulky Waste Pile.
The performance standard shall be as follows:
Monthly Priority One Collections: WM agrees to improve the
recovery of all reported missed pickups by recovering the missed
collection within the established recovery time frame for each solid
waste service: Garbage Cart collection and Recycling Cart
collection within twenty-four (24) hours from the time the miss was
entered into the City's software, and Yard Waste collection and
Bulky Waste Pile collection within thirty-six (36) hours from the time
the miss was entered into the City's software. Failure to recover
and collect the verified missed collection within the established time
will convert that missed collection into a Priority One Collection. A
Priority One Collection means a verified missed collection that WM
failed to recover within the established recovery time frame for the
type of collection at issue. In addition, WM agrees to strive towards
having less than the individual quarterly goals for all four (4) solid
waste services that will be identified within the performance score
card, and to target a one-time 20% reduction of Priority One
Collections for Garbage and Recycling Cart collection services and
a one-time 10% reduction of Priority One Collections for Yard
Waste and Bulky Waste Pile collection services (hereafter
"Quarterly Reduction Goals"). These Quarterly Reduction Goals
have been based on the average monthly actuals during the past
four (4) fiscal years (2016 through 2019), excluding fiscal year 2020
Proposed Final DraftTeiw Sheet for the WM Solid Waste Collection Contact No.28358cr108252lv6
due to the Covid pandemic, which resulted in atypical
circumstances, which will be further described in the amendment to
the Contract. If WM reduces the total number of Priority One
Collections (tracked by month) within each individual service line
below the established Quarterly Reduction Goals, the City agrees
not to assess the associated Priority One liquidated damage fee of
$60.00 per collection for all the individual Priority One Collections
occurring within that individual service line for that quarter.
However, if WM fails to reduce the total number of Priority One
Collections (tracked by month) within each individual service line
below the established Quarterly Reduction Goals, the City has the
right to assess and WM shall pay the associated Priority One
liquidated damage fee of $60.00 per collection for all the individual
Priority One Collections occurring within that individual service line
for that quarter.
Collection Day Route Completion: If WM fails to complete more
than three (3) Collection Day routes in one calendar month and
such failures are verified, in accordance with the terms of the
Contract, then the City has the right to assess WM a liquidated
damage of $300.00 per incomplete route collection. For purposes
of determining liquidated damages under this subsection, "fails to
complete" means WM does not complete the truck's Collection Day
route by 10 p.m. of the date of collection.
VI. Liquidated Damages.
In consideration of the incorporation of a service performance standard
into the Contract as stated in V above, the parties agree to revise the
liquidated damages language in Section 19 of the Contract to reflect the
increased administrative cost to the City related to determining the verified
missed collections and failure to timely recover the same. The parties
agree that the liquidated damages shall continue to be subject to the
annual Cost Adjustment as amended herein. The parties further agree to
update the specific liquidated damages language in the Contract
consistent with the provisions in section V above.
VII. Revision to the Storm Event Calculation for Reimbursement to WM.
The parties agree to amend the definition of Storm Event and Section
2.13.5 entitled "Storm Events" of the Contract to allow WM to recover its
costs for the collection of Storm Event debris when the Storm Event
generates twelve percent (12%) or more greater tonnage than the five (5)
year average for the same three (3) consecutive month period of normal
collection of Yard Waste and Brush and Bulky Items that are collected and
delivered for disposal per Service Unit. This reimbursement will cover a
period of three (3) consecutive months following the month the Storm
Proposed Final DraftTeiw Sheet for the WM Solid Waste Collection Contact No.28358cr108252lv6
Event occurred. Such reimbursement to WM shall be made at the actual
invoiced cost for the weighted average of Storm Debris collected per hour
of collection. The parties agree that in addition to the costs charged to the
City for the Storm Event clean up, the City will pay WM a 10%
administrative fee and amend Section 2.B.5 of the Contract to reflect such
agreement.
VIII. Second Renewal and Amendment Effective Date and Term.
The parties agree that the amendment incorporating the terms and
conditions in this term sheet, if approved by the Fort Worth City Council,
shall be executed by the parties no later than November 30, 2021 and
shall take effect upon full execution and expire April 1, 2033.
IX. Additional Matters to be Addressed in the Amendment.
• WM shall reimburse the City for the cost of repairing or
replacing a Garbage or Recyclables Storage Cart due to
damage caused by WM. The City agrees to provide digital
photos and addresses of the Service Units for the Cart(s)
damaged. WM has no obligation to pay for normal wear and
tear to the Carts.
• WM agrees to upgrade all Automated Side Load (ASL)
residential Garbage and Recycling collection vehicles, including
Knight Waste Services residential ASL collection vehicles by
installing vehicle cameras and image recognition software,
known as the SmartTruckTM system technology, as presented to
the City on July 2, 2021, to help verify that WM's performance of
service adheres to the terms of the Contract and to assist the
City in its enforcement of its Solid Waste ordinances. WM is
committed to installing the SmartTruckTM system technology in
all ASL trucks and training those personnel who will use the
SmartTruckTM system technology by May 1, 2022; however,
WM will not be considered in breach or default if, due to
uncontrollable circumstances, it does not meet the May 1, 2022
date. WM will provide the City with digital photos and video for a
Service Unit's set out of Garbage and Recyclables, not in
compliance with the terms of the Contract. WM agrees to pick
up additional Bags and overloaded Carts set out at a Service
Unit and shall charge the City for the additional Bags and
overloaded Carts in accordance with Attachment A to the
Contract. WM agrees to collect a Resident's Garbage Cart
contents and up to a maximum of five (5) Bags placed next to
the Cart on the Resident's Collection Day. WM will provide the
City with digital photos indicating the Resident Service Units
where WM collected Bags placed next to the Cart and
Proposed Final DraftTeiw Sheet for the WM Solid Waste Collection Contact No.28358cr108252lv6
overloaded Garbage and Recyclables Carts. WM will charge
and the City agrees to pay for the additional Bags that WM
collects and for collecting the contents of overloaded Carts.
Once the SmartTruckTM system technology is installed and
personnel have received training on the system, the City agrees
to update the Authorized Bag Collection service described in
Section 2.13.3. of the Contract and the definition of an
Authorized Bag to be consistent with the five (5) Bag limit and
the SmartTruckTM program.
Further, WM and the City recognize that upgrading and
installing the SmartTruckTM system technology to its Rear-End
Loader and Boom/Grapple truck collection fleet is still under
development by WM across the country. At a point in time
when WM determines that it is possible and practical to install
SmartTruckTM system technology to additional residential
collection vehicles used to service the City, to include Rear-End
Loaders and Knuckle Boom/Grapple trucks used to collect Yard
Waste, Brush and Bulky Items, WM will do so with the
cooperation and mutual agreement of the City.
X. Transition Period.
In the event that: 1) the Fort Worth City Council does not approve this
term sheet on or before November 30, 2021; and/or 2) the City exercises
its right to enter into procurement for Solid Waste services provided by the
Contract, this term sheet shall become null and void and shall have no
further effect.
Proposed Final DraftTeiw Sheet for the WM Solid Waste Collection Contact No.28358cr108252lv6