HomeMy WebLinkAboutContract 28358-E1 CITY
C0;zC,tMNT40"4 �
STATE OF TEXAS
COUNTIES OF TARRANT,
DENT ON PARKER.AND WISE
EXTENSION AND RESTATEMENT OF THE CONTRACT FOR COLLECTION OF
RESIDENTIAL GARBAGE, REFUSE AND BULKY WASTE RECYCLAB E
CERTAIN COMMERCIAL SOLID, WASTE YARD WASTE, C&
AND LARGE BRUSH
THIS EXTENSION AND RESTATEMENT CONTRACT ("Contract") is made and
entered %nto by and between the City of Fort Worth, a hone-rule municipal corporation in
Tarrant, Denton, Parl er and Wise Counties, Texas, acting herein by and through Charles
Daniels, its duly authorized Assistant City Manager, herei
and placed outside the Service Unit's, Refuse Storage Cart or other bag at a res,idential, service
unit authorized by City.
Base Rate shall mean the monthly rate that is charged pursuarit to Attachment A to the Contract
to each (i) single family or multi-family Service pursuant to Section, La. of Attachment A,
(ii) elective Disabled Carryout Service Unit, or (iii) Elective Carryout Service Unit (non-
disabled), as adjusted pursuant to Attachment C of the Contract.
Brush shall mean shrub limbs, tree limbs, (up to four (4) inches 'in diameter), tree trimmings
resulting ftom landscape maintenance and cleaning operations (other than an Unacceptable
Commercial, Pile), and untreated lumber (essentially free of hardware and nails), not exceeding
eight (8), feet in length, and not including Bulky Items.
Brush Pile shall mean a waste pile consisting only of"Brush.
Bulk Collection, Day shall mean the day a Bulky Waste Pile is actually collected from a given
Service Unit, which day shall fall (and may vary) within a Service Unit's Bulk Collection Week
as established by the City and Contractor.,
4,
Bulk Collection Week shall can the week In which a Sery ice 'Unit shall have its Bulky Waste
Pile collected, as established by Contractor and the City. Such week shall begin Monday at 7:100
a,.m. and shall end on Saturday at 5.-00 p.m.
Bulky Items shall mean ftirniture, Treated Wood, up to ten (10) cubic yards of construction
materials generated by a Resident (and not by a Commercial Service Provider) as a result of a
household project, mattresses, aid box springs, carpet, swu*,ig sets,,,, plastic swimmi,ng pools, large
toys, bicycles, toilets, household appliances, electronic equipment, and other similar items,, open
cardboard boxes, White Goods (CFC-Free), Large Brush, tree trunks, root balls-, provided, all
such materials must be permitted to be disposed of fil a Type IV landfill.,
Bulky Waste Pile shall mean.a waste pile which contains Bulky Items.
Bundled Yard Waste shall mean Brush that is cut, bundled and tied, with no firnbs exceeding
four inches 0") in diameter, and four feet (4'), in length and such bundle not exceeding forty(4 0)
pounds, but not including, Bulky Items.
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, whore the City shall have granted franchise or a permit, or designated as
duly authorized to collect, receive, carry,, haul or transport Solid Waste and/or Recyclables
within the City.
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Collection Day shall can the date of collection for a given Service Unit.
Commercial Pile shall, mean a waste pile generated by a Con-u-nercial Service Provider.
Collection Services shall mean removal of Solid Waste or Recyclables for transport elsewhere,
or cause such to be done.,
Commerclial Service Provider means a corni-nercial business enterprise or commercial service
provider who plerfbrms services at a residential Service Unit that results in the production of
Brush, Large Brush or Yard Waste.
Commercial Sofid Waste shall rnean all types of Solid Waste generated by stores, offices,
.1 11 ci
restaurants, warehouses, and other non-manufacturing activities', excluding residential
industrial wastes.
Commercial Waste Cointaloner sliall mean a truck-loaded or tiruck-emptied non-disposable
container, cornmonly referred to as a dunipster, used for the collection of Commercial Garbage
and Refuse.
Comml*ssl*on shall mean the Texas Commission of Environmental Quality (TCEQ),
Construct on and Dernotition Waste (C & Di) shall mean waste resulting from construction or
demolition projects; includes, all materials, that are directly or indirectly the by-products of
construction work or that result from demolition of bulldirngs and other structures, includm' g, but
not limited to,, bricks, concrete, other masonry inaterials, paper, cartons, gypsum board, wood,
excelsior, -rubber, and plastics.
Contaminated P shall inean a Brush Pile or Bulky Waste Pile containilg (i) waste not
permitted to be disposed of at the Type IV landfill, designated by the City, (ii), plastic bags,
including, but not limited to, plastic bags containingg p utrescibles or (Ili) closed boxes; provided,
in no event shall Contractor be obligated to collect (a) rock, (b:) tires, (c) Unacceptable Waste, or
(d) any other waste stream expressly excluded from collection 'pursuant to the Contract or by
Applicable Law. A Contaminated Pile may be designated by the City as a Pay Pile.,
Contract shall can this First Extension and Restatement of City Secretary Contract No. 28,3518,,
the RFP to City Secretary Contract No. 28358 and all Attachments to this document.
Contractor shall mean Waste Management of Texas, Inc.
Contract Year shall mean October through September of each year, except that the first
Contract Year of this extension and restatement shall be the partial year April 1, 2013 through
September 30, 2013.
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Cost Adjustment Method shall rnean the adjustment of unit prices for collection of materials
under this Contract with the City by the Contractor for each year of the Contract. The first
adjustment shall cover the period between April, 1, 2013 through September 30, 2013 according
to the procedure shown in Attachment B and shall be eff-ec�tive October '1, 2013. 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.
Director shall mean that person whom the City has designated to be responsible for
administrating the City's Solid Waste services.
Disabled Carryout shall mean collection of Garbage, Trash and Recyclables, provided to,
disabled persons at the door or another designated location rather than curbside as designated by
the Director'. Bulky Items and Yard Waste shall be collected at the curb.
D 0 'Ir,i I
I,sposal shall mean du ping u
g or depositing of Solid Waste into or onto a sposai Facility so
that the waste or any constituent thereof is introduced into the environment.
Disposal Facility shall mean a sanitary landfill or other Solid Waste Disposal Facility permitted
by TCEQ and/or other applicable regulatory agency with jurisdiction and utilized" for the receipt
or final disposition of Solid Waste generated within the City.
Elective Carryout shall mean Collection of Garbage, Trash and Recyclable,s at the door rather
than curbside including, but not limited to service provided to disabled persons at a rate set forth
on Attachment A. Bulky Items and Yard Waste shall be collected at the curb.
Garbage shall mean Solid Waste consisting of putrescib,le aninial 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"'pro duce and other food products.
Governmental Body shall mean, as apipropriate, 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
and Rec�yclables.
Government Approvals shall mean all licenses, permits and approvals, required from any
Governmental Body for performance of the Contractor's obligations under this Contract.
GVW shall mean gross vehicle weight.
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Guarantor shall mean Waste Management, Inc.
Guaranty shall rnean the Guaranty Agreement, dated as of 2013 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 (U.S.E.P.A) pursuant to the
federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act
of 19767 42 USC, §6901 et seq, as amended.,
Kraft Bag shall can a biodegradable, multi-layer paper collection bag specifically designed for
Yard Waste.
Large Brush shall mean less than ten (10), cubic yards, in volume of shrub lirnbs, trn*,nmm* gs and
tree limbs or sections greater than four (4), inches inn diameter, untreated lumber (free of hardware
I \
and nans) and other similar items, and excludes tree surgery and related work, which become the
responsibility of the contractor hired by a Service Unit.
Letter of Credi't shall mean as it is described in Section 25.
Material Obtigaflon of City shall can those services or duties for which this Contract calls
upon by the City to perform 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 ten-nm* ation
if the City fails to perform such services or duties.
Materl'al Obligation of Contractor shall mean the acts or omissions of Contractor as set forth
in Section 14.A3 below.
Medical Waste shall mean waste generated by health-care-related facilities and associated with
healthcare activities, not i �cludig Garbage or Rubbish generated from offices, kitchens,, or other
non-health:care activities. The ten-n includes special waste from health care-related facilities
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 (Defmition,
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
defuied in Agriculture Code, §252.001(6) (Definitions--Farmland or ranchland) or any successor,
nor does the term include artificial, nonliuman materials, removed from a patient and/or requested
by a patient, uicludi-ng but not limited to orthopedic devices and implants.
Missed Pickup, shall mean Contractor's failure to collect Garbage and Refuse, Recyclablies,
Brush Piles' or Bulky Waste Piles, as described in this Contract on a Service Unit's Collection
Day, or as otherwise described herein.
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Multi-Family Dwelling shall mean a building designed exclusively for residential, occupancy by
not more than three families unless otherwise approved by the City.
MWBE shall mean a minority or women's business enterprise.,
Non-Compliant Pile shall mean a pile which is (i) a pile ill excess of thirty (30) cubic yards of
material, (ii) an Unacceptable Commercial bile, (iii) an Out Bulk Pile,, (iv)l an illegally
dumped pile, or (v) a, Contaminated Pile.
OW-of-Cycle Bulk Pile shall mean a Bulky Waste Pile that is placed curbside by a, Service Unit
on a Day and/or time that does not fiall within such Service Unit's Set-Out Period or, if the City
has certified the route as complete, such Service Unit's Bulk Collection Week. An Out-of-Cycle
Bulk Pile is con,s,idered a Pay Pile.
Pay Pile shall rnean a pile which the City notifies Contractor to collect and that is either: i) an
Out-of-Cycle Bulk Pile; ii) a Contarniated Pile; or iii) a pile that the Resident has requested the
City to collect and which the City notifies the Contractor to collect.
Pedestrian Area Container shall mean a container authorized by the City for collection. by the
Contractor placed in special areas.
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 o 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 Facility shall mean a facility whose activities include, but are not limited to, the
separation and preparation of Solid Waste for reuse or Disposal or separation and preparation of
Recyc,lables or Yard Waste to produce a marketable conu-nodity or products) for beneficial use,.
Recyclables shall mean 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. However, 'Recyclables may
become Solid Waste at such time, if any, as it is abandoned or disposed of rather than recycled,
whereupon it will be Solid Waste with respect only to the party actually abandoning or disposing
of the material.
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sec yclables Storage Cart shall mean a lead:- rep container with attached lid and wheels
provided by the City that will allow the autornated or sem-i-automated collection of Recyclables
and their residue.
Refuse shall can nonputrescible Solid Waste (excluding ashes), consisting of both combustible
and noncombustible waste materials. Combustible Refuse includes paper, rags, cartons, wood,
-f
excelsior, famiture, rubber, plastics, yard trimming S, leaves, or similar materials;
noncombustible Reluse H' Icludes glass, crockery, tu' i cans, aluminum cans, metal furniture, and
similar materials that will not burn at ordinary incinerator, temperatures (1,,600 degrees
Fahrenheit to 'I. O degrees, Fahrenheit).
Refuse Storage Cart shall mean a leak-proof container with attached lid and wheels that will
allow the automated or semi-automated collection of Solid Waste.
Resident or Residents shall mean a resident(s) of a Service Unit(s).
RFP shall mean the Request for Proposals No. 02-0087 and all ancillary documents, of the RFP
or Contractor's proposal
Rubbish shall mean the sag as Refuse.
0
Service Unit shall mean a SH'lg le-Farm
ly dwelling, two-unit Multi-Family dwelli-ng, and
commercial generator that currently sets out their municipal Solid Waste in Solid Waste
Containers, or 'Refuse Storage Carts, or Pedestrian Area Containers authorized by the City and
designated by the City for service.
Set-Out Period shall can a specific Day and time established by the City during which the
City requires Service Units to place their Garbage, Recyclables, Yard Waste, Brush and B,ulky
Items out on the curb for collection and which ends at the arrival of Contractor's truck for a
particular Service Unit's collection route.
Single-Family Dwelling shall mean a building designed exclusively for residential occupancy
by not more than one family.
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 so lid, liquid, semi solid, or contained gaseous material resulting ftom industrial,
municipal, commercial, mining, and agricultural, operations and from conununity and
institutional activities. The ten-n 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 issue d under the
Water Code, Chapter 26;
CONTRACT FOR COLLIEC'TION SERVICES
ERR 04091,3
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(B) soil, dirt, rock, sand, and other natural or man-made inert so lid materials used to fill
land if the object of the fill 'is to make the land suitable for the construction of surface
improvements.
Solid Waste Container (Bag) shall mean a sealed, leak proof plastic bag o f at least one (1)
mil,limeter in thickriess.
Southeast Landfill, shall mean the City-owned landfill accepting municipal So lid Waste, located
at 6288 Salt Road, Fort Worth, Texas.
Special Event Material shall mean i-naterial collected from City-sponsored events such as
''Great American Cleanup", "Library Book Recycling Program", and "Phone Book Redirect
Program", which produce waste and/or Recyclables.
Storm Event shall. mean a weather related event, including, but not limited to, flood,
thunderstorm, hurricane, to ado, wind sto ice storm, or other major weather event affect M* g
the City and causing generation of greater than normal Brush Piles, Large Brush, Yard Waste,
and/or Bulky Items, at a Service Unit. A generation of greater than normal material will be
defirted as, twerity, percent (20%) or more increase in Yard Waste, Brush, and Bulky Items
tonnage collected and delivered for disposal or processing by the Contractor or its designated
subcontractor over a calendar quarter c;ompared to the preceding five (5) years, corresponding
calendar quarter averag,ess.
Ton shall mean a short ton of 2000 pounds.
Trash shall mean the same as Refuse.,
Treated Wood shall can wood that has been treated or preserved with chromated copper
arsenate (CC , pent a,chloropheno 1, or other chemicals which have been classified as known
human carcinogens by the U. S. E. P. A.
Type IV Waste shall mean brush such as tree and sl-wub limbs and trimmings, C&D, and/or
Refuse that are free of putrescible waste and fi-ee of'household wastes.
Unacceptable Commercial Pile shall mean any Commercial Pile not an Acceptable
Commercial Pile,.
Unacceptable Waste shall rnean (i) any and all waste,, including, but not limited to, Hazardous
Waste, special waste, Medical Waste, and ft able asbestos,, the acceptance and handling of which
by Contractor, would cause a violation of any permit condition,, legal or regulatory requirement,
damage to Contractor's equipment or facilities (other than damage caused by Contractor's,
improper use of its equipment), or present a danger to the health or safety of the public or
CONTRACT FOR COLLECTION SERVICES
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040913
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Contractor's employees, (ii) rock, (iii) tires, (iv) roofing material, and (v-) construction debris
(exec pt t fir cos debris constituting Bulky Iterns).
Uncontrollable Circumstances includes "unanticipated events and shall mean any act event
or condition (excluding those which result fro , the willftil or negligent action or, inaction of a
party) occurring during the to 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 performilg under this Contract. Uncontrollable Circumstances shall include, but are not
limited to, the following., an act of God, landslide", lightning, earthquake, fire, exploision, flood,
ice storrn, nuclear radiation, acts of a public enemy or terrorist, war, blockade, insurrection, riot
or civil disturbance or any similar occurrence, or a condenbiatiori or other taking by or on behalf
of any public, quasi-public or private entity, but not includn" ig 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 or
disposal of Solid Waste.
Vehicle shall mean every device in, upon, or by which Contractor uses to transport materials
and/or waste or drawn upon a public or private highway or road to perforrn the services and
related services described for by this Contract.
Violation shall mean any determination by a Govemmental Body that the Contractor is, in
violation of or not in compliance with any portion of its Governmental Approvals or Applicable
Law.
Whl*te Goods shall mean appliances such as refrigerators,, stovesi, washers,, dryers and other large
enameled appliances, which do not contain PCB or CF C units and have been officially certified
to; that effect.
Working, Day shall mean Monday through Friday and holidays, except New Year's Day,
Thanksgiving Day, and Christmas, Day for the collection of Refuse Storage Carts, Recyclables,
Storage Carts, Solid Waste Containers, Yard Waste, Bundled Yard Waste and Brush. orlong,
Day shall can Monday duough Saturday and holidays, except New Year's Day, Thanksgiving
lea Christmas Day for the collection of Missed Pickups, Bulky Waste Piles and Pay Piles.
CONTRACT'FO,R COLLECTION SERVICES
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Yard Waste shall mean leaves, grass and yard tn'mmings, yard and garden debris, and Brush,
but not including Bulky Items.
Yard Waste Cart shall mean a green waste cart purchased by Resident from the City for Yard
Waste storage prior to its collection.
2.
SCOPE OF CONTRACTOR'S SERVICES,
Contractor, hereby covenants and agrees to diligently and faithfully perfbrin the services
listed below (hereinafter "Collection Services*"'). Contractor shall have the exclusive right to
perform the Collection, Services as described herein during the term of this Agreement. These
Collection Services shall include the furnishing of all labor, tools, equipment,, materials,
insurance, Performance Bonds to -the extent set forth herein' supervision and all other items
necessary to the performance of such work and services. All work and services to be performed
under this Contract shall be carried out in the f'01,Iown*ig manner, at the times, in the locations and
at the unit prices specified in the Schedule for Collection Services as Attachment A.
A. Collection Services
I Once a week collection of residential Garbage and Refuse, contained in City-owned
and provided Refuse Storage Carts from Service Units within the City which house
two (2) or fewer dwelling units and from such other similar establishments as
des,ignated by the Director-,
2. Once a week collection of Recyclables contained in City-owned and provided
Rec,yclables Storage ("arts &om Service 'Units within the City which house two or
fewer dwelling -units and from such other, establislu-nents, as designated by the
Director;
3�. Once a week Yard Waste Collection as follows,.-
a. Contractor shall collect an unlimited amount of Yard Waste placed curbside by
Residents contained in (i) Kraft Bags, and (ii.) City authorized Yard Waste Carts
or Contractor-owned Yard Waste carts; provided, Contractor, at its sole election,
may at any such ttine as is agreeable to the City, and with at least thirty (3 0) Days
written notice, remove such Contractor-owned Yard Waste carts. There shall be
no limit as to the quantity ofKraft Bags or Yard Waste Carts to be collected by
Contractor at each Service Unit. Yard 'Waste contained in any other types o bags
or containers, including plastic, bags, shall not be collected as Yard Waste.
Uncontained leaves, or yard trimmings shall not be collected as Yard Waste.
b. Contractor shall collect an unlimited amount of Bundled Yard Waste Placed
curbside of a Service Unit.
c. Additionally, Contractor shall collect up to thirty(3 0) cubic yards of Brush, which
may be unbundled. Such Brush shall be collected by Contractor as -follows:
CONTRACT FOR COLLECON TI SERVICTS
CRRO 0!40913
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If a Brush Pile is three (3) cubic yards or less, Contactor shall collect the
entire Brush Pile on the Collection Day.
H. If a Brush Pile is greater, than three (3) cubic yards, but less than or equal
to thirty (30), cubic yards, then Contactor shall, collect such Brush Pile
within forty-eight (48) hours (excluding Sundays) of the Collection Day.
Contractor, shall notify the City, withiii twenty-four (24) hours of the
Collection Day, of those Service Units with Brush Piles in excess of three
(3) cubic yards.
iii. If a Brush Pile exceeds ten (1 0) cubic yards, but is less than or equal to
thirty (301), cubic yards, Contractor shall be entitled to charge the City
$50.00 for each five (5) cubic yards, or a portion thereof, in excess of ten
(10) cubic yards. Contractor shall provide the City with photographic
evidence that such pile exceeds, ten (1 01) cubic yards. iv., If a s,h Pile
exceeds thirty (30) cubic yards, such pile shall be a Noll-Compliant Pile,
and shall be subject to the provisions of Section B below.
4. Once per month Bulky Waste Collection as follows:
a.. Each Resident shall be entitled to place curbside, and Contractor shall collect, up
to thirty (30) cubic yards of Bulky Items per monthly collection on'the Bulk
Collection Day.
b. If a Bulky Waste Pile at a residential Service Unit exceeds ten (1 0) cub is yards!,
but is less than or equal to thirty (30) cubic yards, Contractor shall be entitled to
charge the City fifty dollars ($50.00), for each five cubic yards, or a portion
thereof, in excess of ten (1 0) cubic yards as shown, on Attachment A. Contractor
shall provide the City with a photograph as evidence that such Pile exceeds ten
(1 0) cubic yards. Bulky Waste Pile collection shall be& by the Contractor no
earlier than seven (7) a.m. on the Monday of that Bulk Collection Week and
Contractor shall have completed collection of the Bulky Waste Piles ill that
designated Bulky Waste Pile coillection route no later than five (5), pi.m. on that
Saturday of the Bulk Collection Week. Contractor shall perform daily Bulk Waste
collection from the residential Service Units between the hours of seven (7) a.m.
and seven (7) pi.m. Monday through Friday and seven (7) a.m. and five (5) p.m.
on Saturdays.
c. If Bulky Waste Pile exceeds thirty (3 cubic yards, such pile shall be a Non-
Compliant Pile, and shall be subject to the provisions of Section 2.13.1 below.
d. The City and Contractor shall work together to establish collection routes for the
monthly Bulky Waste Pule collection. Any major change to the Bulky Waste Pile
,. I
collection routes must I oe made in writirig, signed by both parties. Routes shall be
balanced in volume and geographic area and be of such size to allow collection of
such Bulky Waste Piles by the Contractor according to the terms of this Contract
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and to allow the City to verify conipliance of Contractor's perfonnance according
to the terms of this, Contract in a timely manner.
5. Collection of Commercial Solid Waste contailled in Refuse Storage Carts or Solid
Waste Containers designated by the Director and at such frequency as requested by
such customer;
6. Collection of waste in Solid Waste Containers, and pedestrian area containers used in
special districts in the Chit required (but not 41 excess of'six (6) days per week),
and
7. Assist the City in its public education and community information program and make
payments to the City u"i support of City's public education program ir. the annual
amount of three dollars ($3.83) per Service Unit, paid on a quarterly basis,
commencing April 1, 2013, subject to adjustment as set forth in Section, 6B.
B. Other Collection Services
L Pay Piles, and Non-Compliant Piles.-
a. Contractor shall promptly notify the City of any Contain nated Piles that Contractor,
encounters on the Bulk Collection Day and refrain from collecting such
Contaminated Pile on the Bulk Collection Day until it receives instruction from the
City to pick up such Contaminated Pile as a Pay Pile. If the City so insti-acts, then
Contractor shall, collect such Contamilated Piles as described in Section B.1. below.
flo�wever, the City shall have the absolute right to use its own equipment or hire any
third party contractor to collect Contaminated Piles, beyond -those described in Section
.1.
b. Contractor shall collect Acceptable Comi-nercial Piles on the Collection Day.
Contractor shall not be obligated to collect Unacceptable Commercial Piles.
Contractor shall notify the City within i twenty (24) hours when Contractor reasonably
believes an Unacceptable Commercial Pile exists curbside at a Service Unit. The
City shall assist Contractor in identifying Commercial Service Providers generating
Unacceptable Cornmercial Piles.
c. If a Brush Pile or Bulky Waste Pile contains plastic bags, Contractor shall remove
and leave at the Service Unit) up to two (2) plastic bags frown such pile if(i) removal
would then make such pile non Contaminated, and (ii), such plastic bags can be easily
removed by Contractor using reasonable efforts, taking into account the location of
the plastic bags in such pile, and the composition and nature of such pile. Contractor
shall have no obligation to collect such plastic bags, (unless, they have an Authorized
Bag or are placed in the Refuse Storage Cart, in which case they will be collected
with the weekly Garbage service), but shall notify the City of such bags.
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rw ..
d. Contractor shall collect Pay Piles within seven (7) days after notiiicati on from the
City through the City's Customer Service Electronic Tracking System.. The City shall
have the absolute right to collect or contract to collect Pay Piles and/or Non-
Compliant Piles.
i) Pay Piles collected pursuant to this Section, shall be collected by
Contractor at a rate of if Dollars ($50.00) for up to five (5)
cubic yards, and Fifty Dollars ($50.00) for each subsequent five
(5) cubic yards, or portion thereof, collected by Contractor
pursuant to Attachment A. The City and Contractor shall work
together to route collection Of Such pules in a reasonable and
efficient j-ai-mer.
ii) In the event that the City generates a work order for collection
at a Service Unit and upon Contractor's arrival for collection
within the seven (7) Days specified above, the Pay P,ile has been
abated, than Conti-actor may charge the City a "":nothing Out"
charge as shown in Attachment A.
2. Vacant Lots, Vacant Houses.
Contractor agrees to collect Brush Piles and Bulky Waste Piles located at the curb of
vacant lots or vacant holuses durijig and on Contractor's regular monthly Bulky Waste
Pile collection route, subject to the fees set forth in '2(c)(iii) and 3(b) above for piles
which are greater than ten (10) cubic yards. Piles greater than 'thirty (30) cubic yards,
Commercial Plile,s,, and Out-of-Cycle Bulk Piles at 'vacant lots or vacant houses will not
be collected by Contractor. Contractor shall provide the City with photographic evidence
that such piles exist.
3. Authorr*zed Bag Collection.
Contractor agrees to collect Authorized Bags placed curbside at a Service Unit,,
Contractor shall receive one doillar and twenty-five cents ($1.251) for each Authorized Bag
disbursed either to a. Resident or the City (regardless of whether or not such Authorized
Bag, is actually used by a Resident). The City shall remit to Contractor such Authorized
Bag fees M* the month following the City's sale of such Authorized Bag
4, Residential Recycle Rewards Program.
Contractor is currently providing a Recycle Rewards Program (ILProgram") to those
residential, Service LJn1ts who agree to participate as evidenced by written
con-u-nunication. Participating Service Units will eam points based on the recycling of the
CONTRACT FOR COLLECTION SERVICES
CRRv3 040913
13
designated recycle collection routes as designated by the terms of the Contract.
Participants will be able to redeem points for discounts and/or other incentives with
national and local merchants that are provided under the Prograrn. The cost of the
Program to the City shall be thirty-seven cents ($0.37), per residential Service, Unit
(regardless if the Service Unit is part icipat irig), pier month until March 31, 2014. The cost
of the Program will increase to sixty-six cents ($0.616), per residential Service Unit
effective April 1, 2014, and will be subject to the Cost Adjustment formula set forth in
Attachment B. The City may cancel its participation pation in the Program upon thirty (30) Days,
written notice to the Contractor.
a. Operational
i) A community weight based model is used for the calculation and
distribution of reward points to the participating household.
ii) For purposes of the Program, a community is considered an aggregate of
all routes identified pursuant to the terms of the Contract.
iii) Contractor shall provide the City with the following monthly reports: (1)
activation and participation data in the ProgTam-, and (2) points earned,
points spent, and rewards ordered by the City's Program participants,.
bi. Point Allocation. Based on the amount of material collected within each recycle
collection route, the Contractor, through its Program System, will determine a
"per household" calculation of reward points based on the formula of 2.5 points,
for every one (1) pound of Recyclable Materials.
c. Contractor may provide additional opportunities for each participating residential
Service Unit to earn points for reporting their set-out activity and taking other
environmental or sustainability actions provided such activities have been
approved in writing by the Director.
i. Contractor shall provide a website supporting the Program for residents to
access and view their Program points,.
ii. Contractor may, in its sole discretion, choose to enhance the Program by
adding other marketing resources such as outdoor advertising, radio ads,
local television ads,, pirfi-it ads, social media postings, and/or print medial
provided advance written notice is provided to, the City. The City logo
may not be used M' such marketing resources without the express, written
consent ofthe City. The City may contribute funds in support of any of
these enhancement activities, provided such agreement is made in writing
and in compliance with City policy and administrative regulations.
CONTRACT FOR COLLECTION SERVICES;
CRRv3 040913
14
... ...................................................
e. Customer Service will be provided to participants through the Program website, the
City's, call center, or in writing.
5., Story-n Events.
In the event there is a Storm Event, Contractor agrees, to the extent requested by the City, to
clean up the material generated as a result of the Storm Event. Should the cleanup by the
Contractor related to this Storin Event exceed twenty percent (20%) or more of an increase in
Yard Waste, Brush, and Bulky ltems toniiage collected and delivered for disposal or processing,
Contractor will charge the City for the Storm Event clean up at the rate as provided in
Attachment A, without markup, plus a tiegotiated administrative fee to be paid to Contractor by
the City in connection with Storm Event material. Contractor and the City agree that Contractor
does, not have the exclusive right to clean up the material generated within t,lie City as a result of
a, Storrn Event as the City may choose to augment the collection by the use of City forces, and/o r
another contractor to expedite the removal of Storm Event debris.
C., Solar Powered Trash Compactors.
Contractor agrees to provide the City with a total of one hundred twenty-five (125) solar
powered trash compactors at no cost to be delivered to the City at the minimum rate of
twenty-five (25) compactors per year beginning on April 1, 2013. The compactors shall be
co-branded with the name and/or logo of both the City and Contractor. Upon delivery of the
compactors, the City will own the compactors and Contractor will transfer any manufacturer's
warranty to the C'ity. Contractor will have no obligation to maintain, repair, or replace, the
compactors once they are delivered to the City. The City shall lave right to Bete rmu'le how
the solar compactors shall be serviced and what, company shall service the compactors.
Collection and disposal of material deposited in the solar powered trash, compactors is not
included in Contractor's services under this Contract.
D. Designated Service Area.
All collections under the terms, of this Contract shall be in the incorporated limits, of the City.
The designated service area may be enlarged fi-one time-to-time by the Director as
an.nexation, disannexation, or new construction occurs.
E. Delivery.,
All collections under the terms of this Contract, unless otherwise deters shed by the Director
(but even then shall be within twenty (2,0) iniles, from the u' itersection of 1-30 and, 1-35), shall
be delivered as follows:
1. Collected residential Garbage, Refuse and Bulky Waste shall be delivered to, the
Southeast Landfill, unless the City designates another Processing Facility, or Disposal
Facility;
CONTRACT FOR,.COLLECTION SERVICES
CIRRO 04091
15
2. Collected Recyclables and their residue shall be delivered to Recycle America, Inc.,
located at 1923 Meridian Street, Arlington, Texas, Unless the City designates another
Processing Facility; and
3. Collected Large Brush and Large Bulky Waste, Yard Waste, and Type IV C&D
materials shall be delivered to TEST Fort Worth,C&D Landfill, located at 4144 Dick
Price Road, Ken.nedale, Texas, unless, the City designates another Processing Facility
or Disposal Facility.
F. Missed Pickups.
1. The City hereby agrees that Contractor shall not be liable to the City for liquidated
damages, or shall not otherwise be deemed in default of the Contract or having
caused an event which, with the giving of notice, would constitute an event of
default), for a Missed Pickup if such Missed Pickup is caused by a Resident who flails
to timely set out, its Refuse Storage Cart, Yard Waste cart, Brush Pile or bulky Waste
Pile, fails to bring such waste to the curb, or places Garbage or Refuse outside the
Refuse Storage Cart which does not have an Authorized Bag at the time of collection,
an Unacceptable Corru-nercial Pile or an illegally dumped Pile on the curb for
collection, or otherwise creates a Non-Co rnpliant Pile. The City and Contractor agree
to or together to verify the Missed Pickups and to identify the Service Units in
violation of set out requirements. The City shall take the appropriate measures to
educate and enforce against violations, of any ordinance and regulations relating to
such Missed Pick-ups described above.
2. If Contractor is notified of a Missed Pickup prior to the cloisie of business of City's
call center on a Friday (7:30 pm), then Contractor shall collect such Missed Pickup by
the close of business the following Saturday. If Contractor is notified of a Missed
Pickup prior to the close of bush iess of City's call center on a Saturday (4:00 pm),1
then Contractor shall collect such Missed Pickup by -the close of bushless the
following, Monday,.
G. Standard Operating Procedures,
The Standard Operating Procedures ("SOPis") for all Collection Services, if any, within
this Contract shall be made in writing, dated and signed by both parties. The SON may
be amended individually or collectively by mutual agreement irl writing, dated and signed
by both parties. If the parties carmot agree on which SOP controls, then the parties shall
attempt to resolve the matter amicably, and each party shall send a representative with
authority to attend such resolution meeting. If an amicable resolution is not possible,
then the parties agree to submit Such issue to arbitration pursuant to Section 16.
3.
SCOPE OF CITY SERVICES
CONTRACT FOR COLLECTION SERVICES
CRR,v3 040,913
16
The, City agrees to perform the following services:
A. Designate a City representative to provide timely direction to the Contractor and render
City decision&-
I
B. Notify the Contractor, of Service tJnIts to be addled or dropped from the Contractor's
services or a change in service;
C. Timely review and respond, if necessary, to reports submitted by Contractor;
D. Make timely payments upon review and approval of invoices, submitted by the
Contractor;
E. Monitor the personnel, equipment, and Vehicle standards as described in the terrns of this
Contract,,
F. Manage the City's call center and inform Contractor of complaints made by citizens, ix� a
timely mariner;
G. 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 'Solid Waste and Recyclables for
collection under the terms of this Contract and the City's ordinances;
H. Work with Contractor to resolve complex customer service issues;
1. Review and approve all route and service delivery dates-
J. Determine, assess, and collect liquidated damages as determined by-the Director,:
K. The City shall take all reasonable steps available to verify and confirm the address of any
Service Unit which lodes a complaint relating to the Collection Services of Contractor;
9 1
L. The City shall educate Residents as to set out dates, separation procedures, and Non-
Compliant pules in accordance with -the Ordinance mid the SOP. "I'lie City will establish
Set-Out Periods that are reasonably specific, finite periods oftirne that nat will, end before the
scheduled arrival of the Contractor's trucks for a particular Service Unit's route, as set
forth on the routing schedule; and
M. The City shall renew and amend the Contract for the Processing of Recyclable Materials
known as City Secretary Contract No. 284916, for a to of five (5) years and using the
rebate formula in City Secretary Contract No. 28496. The amendment shall be between
the City and Recycle America, IrIc. and shall he executed within seven (7) Days from the
full and complete execution of this Contract.
CONTRACTFOR COLLECTION SERVICES
MR0 01409113
17
4.
TERM
The term of the First Extension and Restatement shall be for a period of ten (10) years
cornmencing on April 1, 2013; and ending March 31, 2023. City shall have the right to extend
A
this Contract for up to two (2) consecutive ten (10) year renewal terms, provided City and
Contractor agree to extend this Contract in writing at least one hundred eighty (1 80) Days prior
to the end of the initial term or the then current renewal term. All, renewals 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.
5.
PAYMENT
For and in consideration of the Collection Services performed in accordance with this
Contract, City agrees to pay Contractor as follows-,
A. Within fifteen (15) Days of the end of each month during which Collection Services are
provided by the Contractor, Contractor shall submit to the Director a monthly report and
invoice for monthly payments due Contractor as well as the contractor's MWBE
participation for that month.
B. The monthly payment shall he the sum of
1. The number of residential curbside, alley and Disabled Carry-out Service Units of the
then current number of Service Units as determined by the City on a monthly basis,
times the unit price for curbside and Disabled c rry-out service; plus
2. The number of hours for collection of Special Event Material, times the applicable
hourly rate and Contractor shall include the work orders describing the time it took
Contractor to complete such services at each special event and the disposal tickets
" of
identifying the Disposal Facility and/or Processm' g Facility and the weight the
waste and/or Recyclables; plus Disaster debris and any other special Collection
Services requested by City times the applicable rate; plus
3. the number of Elective Carry-out Service Units on the current number of Service
Units as determined by the City on a monthly basis times the, unit price for Elective
Carry-out Service; plus
4. The Contract price for collection. of each con'Imercial unit of the current number of
Service Units as determined by the City on a monthly basis. Contractor may petition
the City to alter the agreed upon price, based on changes in Refuse and/or Garbage
generation by commercial, accounts served pursuant to City directive, no more
frequently than every thirty (30) Days for each such commercial account; plus
,5. The number of Pedestrian area, Containers times the agreed upon price for collection
of such units,- less
CONTRACTFOR-C,01A.,ECTION SERVICES
CRRv3 040913
6. Any liquidated damages assessed by the City as per Section 19.
C. Payment shall be made to the Contractor within thirty (30) Days f-rom receipt and
approval by the City of the Contractor's final monthly statement of services provided and
Contractor's monthly report. Service Unit prices for the first year of the term of this
Contract shall be the amounts as specified in Attachment A, namely-,
Once weekly collection of: (i) residential Service Unit Garbage and Refuse frorn
City-owned and provided Refuse Storage Carts. Should such residential Garbage and
Refuse exceed the quantity of the Relbse Storage Cart at any residential Service Unit,
the Resident will be required to secure a second Refuse Storage Cart to contain such
materials. Only ill" two (2) ninety-six (96) gallon Refuse! Storage Carts are being
utilized by a residential Service Unit shall. the Contractor have an of to collect
Garbage and Refuse that is placed outside the Refuse Storage Carts (such materials to
be more than one-half(1 2) cubic yard of Garbage and Refuse, bagged and weighing
not more than forty (40) pounds), unless the Service Unit has an Authorized Bag; (ii)
residential Service Unit Recyclables from City-owned Recyclables Storage Carts-, and
(iii) bundled, finibs, and Yard Waste in Kraft bags and CBrush at the residential Service
Unit price of eleven dollars and eighty-two cents ($11.82) per month as shown on
Attachment A; and (iv), Commercial Solid Waste in up to one Ref ise Storage Cart
from City designated Service Units at the Service Unit price of thirteen dollars and
seventeen cents ($13.,17) per month with price 'increments for services requested by
the customer as shown on Attachment A.
D. Pedestrian Area Containers and Solid Waste Containers used in special districts, Special
Event Materials, disaster debris and other special collections requested by the City shall
be charged in the amounts as described in Attachment A.
E. The public education program payment specified in Section 2.A.8 shall be made in equal
amounts paid on a quarterly basis with the quarterly payments made oil or before July I st,
October I st, January 1,st, and April I st of each year that the Contract is in place.
6.
COST ADJUSTMEN rr
A. Contractor hereby agrees to accept payments, adjusted by the Cost Adjustment Method in
the manner as reflected in the Adjustment Schedule included in this Contract as
Attachment B, as full compensation for set-vices rendered. Contractor will submit
documentation of the payment adjustment criteria to the City along, with its annual
request for rate aqjustment.
B. Contractor shall contribute three dollars ($3,83. per Service Unit to the City 111 the first
year of the Contract commencing on April 1, 2013, as provided itl Section 2.A.8 above
CONTRACT FOR COLLECTION SERVICES
CRRv3 040;913
19
for the public education pro grarn. In each succeeding year on the anniversary date, this
amount will be adjusted by the percentage change in the CPI-U' (Consumer Price Index
for Urban Wage Earners and Clerical Workers) for the Dallas-F'ort Worth MSA during
the preceding twelve (12) months. If this method yields a decrease, Contractor's
contribution to this education program will remain the same as the previous year. Under
no circumstance,, will this payment decrease.,
7.
HOLIDAYS
Contractor shall not be obligated to provide Collection Services on New Year's Day,
Thanksgiving, Day and Christmas Day-, provided, however, during the calendar week of each of
these holidays, Contractor agrees to revise the Collection Day so that all Service Units receive
their weekly collections during such holiday week. In addition, on the Collection Day following
the above listed holidays, Contractor shall collect LIP to two (2) thirty (30) gallon Garbage bags
not exclusive to Authorized Bags) and/or two (2) like, size boxes outside of the Refuse Storage
Carts at no additional cost., Furthermore, this size limitation shall not apply to Authorized, Bags
placed at the curb on a Holiday.
8.
LABOR FORCE
Contractor shall provide fi fteen (15) Days' notice after a change in key person-nel (e.g., Divisi,on
President, Operations Manager and Facility Manager) to the Director and introduce such new
personnel to the Director. Contractor may bring in frorn outside the City of Fort Worth its key
personnel. All other workers, including equipment operators, vehicle drivers and laborers may be
imported only after the local supply of competent personnel is reasonably exhausted by
reviewing lists provided by the Director and newspaper advertising. Contractor shall employ
only such super M' tendents, 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.
9.
PERSONNEL, STANDARDS
A. Contractor shall furnish such qualified drivers, mechanical,, supervisory, clerical and
other personnel as may be necessary to provide the services required in a safe,
economical and efficient mairuier. All drivers, shall, be trained and qualified in the
operation of waste collection Vehicles and must have in effect a valid corraiiercial drivers
license, of the appropriate class, issued by the Texas Department of Public Safety.
B. Contractor, shall provide suitable operational and safety training for all of its employees
CONTRACTF'OR C''01J,ECT10N SERVICES
CRRv3 040913
20
................................................................ ..........
who utilize or operate Vehicles r equipment tear collection of materials Linder the
Contract. Contractor shall train its employees in Solid Waste collection to, identify, and
use reasonable effort not to collect Hazardous Waste or infectious Medical Waste.
C. Contractor shall not, nor shall it permit its employees to demand or solicit, directly or
indirectly, any additional compensation or gratuity frorn members of the public for
services provided under the Contract.
D. Contractor shall use its best efforts to assure that all employees present a neat appearance
and conduct they pelves in a courteous manner. Contractor shall regularly train its
employees in customer courtesy, shall prohibit the use of loud or profane language, and
shall ir�!struct collection crews to perform the work, as quietly as poss,intle. I f any
employee is found not to be courteous or not to be performing services in the manner
required by the Contract, Contractor shall take all appropriate corrective measures. If
City has notified Contractor of a complaint related to, discourteous or improper behavior',
Contractor will consider reassigning, the employee to duties not entailing contact with the
public while Contrator is pursuing its investigati,on and correcti
c ve action process.
E. Contractor shall designate qualified employees as supervisors of field operations.
Supervisors will be in the field inspecting Co .tractoir's, work and will be available by
radio or phone during the C" retractor's hours of operation to, handle calls and complaints
from the City, or to follow up on problems and it Contractor's operations.
F. All employees of the Contractor pe r fon-ning work under the Contract shall be uniformed,
showing their association with the Contractor while operating in the field. Contractor
shall provide a list of current employees, contractors arid subcontractors to City upon
request.
G. Contractor will train its employees as to the City's Solid Waste ordinance and collection
rules and regulations, ensuring employees can answer questions from citizens and follow
the City's collection rules at the curb. This training is to be ongo U' lg and reach new hires.
Contractor employees will also leave notices of improper set-out when applicable.
10.
,VEHICLE AND EQUIPMENT STANDARD'S
A. General
1. Contractor shall provide a fleet of collection Vehicles sufficient in number and
capacity to efficiently perform the work, required by the Contract iri strict accordance
with its terrns. Contractor shall have available on Working, Days sufficient back-up
Vehicles for each type of collection and Vehicles to use to respond to complaints, and
emergencies. No Vehicle used in servicing this Contract shall be more than ten (10)
years old as of March 31, 2016. City representative(s) shall nispect, all Vehicles to be
CONTRACT FOR COLLECTION SERVICES
C 3 040913
21
I
used in servicing this Contract no later, than thirty (30) Days before Contract begins
and each year of the Contract. City shall notify Contractor about the failure of ally
Whicle to meet this requirement with.i ten (10) Days of -ispection. Any chicle
reaching ten (10) years of age during the term of'the Contract after March 31, 2016
shall be taken out ofservice for purposes of the Contract services 41 compliance with
the Contract.
I Contractor shall ftirnish and maintain all such equi ment in accordance with the
standards set out in the RFP, and as is considered to be necessary for prosecution of'
the work in an acceptable manner and at a satisfactory rate of progress.
3. _CNG Vehicles
Contractor agrees to convert its entire fleet of diesel powered collection vehicles that
service the City under this Contract to compressed natural gas (CNG) not later March
31, 2016.
4. New Facil*
, --tty-
Contractor agrees to construct or move to a new collection and fleet maintenance
facility withil the City lit-nits not later than March 3 1, 2O 16.
B. List
Contractor shall identify in writing to the Director and update as conditions change, by
area, a listing of:
1. Number of routes, number of Vehicles, and size of Vehicles to be proposed by
service typc-�
1)
I Number of spare Vehicles to be on hand for back-up,of front-line trucks,- and
3. Designated unique Vehicle number, description, and legal GVW of each Vehicle.
C. Specificatiqns
1. All Vehicles used by Contractor and Contractor's subcontractor(s) U'A providing
collection of materials under the Contract shall be designed to prevent leakage,
spillage or overflow. All such Vehicles shall comply with U.S. Environmental
Protection Agency noise emission regulations and other applicable noise control
regulations. Contractor shall also ensure that GVW of all Vehicles, even when
loaded, does not exceed Vehicle license, limitations to protect the highways of the
City.
2. All equipiment, tools, and machinery used for handlu* ig materials and executing any
part of the work shall be subJect to approval by the Director and shall be maintained
iri satisfactory, safe and efficient working condition in accordance with the
manufacturer's specifications and/or reconu,nendat ions. Equipment used by
Contractor or Contractor"s, subcontractor(s) shall be such that no i-11 jury to the workers
FONT RACT 'OR COLLECTION SERVICES
CRRv3
04091.3
22
or property should result from its proper use. Contractor shall be responsible for
initiatn'ig, maintaining and supervising all safety precautions and programs, in
connection with the work and services performed hereunder. Contractor shall provide
reasonable protection to prevent property loss or damage and/or Personal m' jury to
persons, including but not limited to employees, performig such work and all other
persons who may be affected thereby.
D. Vehicle Identification
Contraletor's name,, local telephone number, City's call center telephone number and a
unique Vehicle identification number designated by Contractor for each Vehicle shall be
prominently displayed on all Vehicles. The Contractor's name, local telephone number,
City's call center,telephone number shall be displayed in letters and numbers no, less than
four (4) *inches high and the identification nuniber shall be displayed in letters and
numbers no less than two and one-half(2 12) inches high. Contractor shall not place the
City's logo on its Vehicles.
E. Vehicle andivjmnent lnv��ntQU
In addition to the above requested infbi-mation, Contractor shall furnish the City a written
inventory of all, Vehicles and equipment used in providing service,, and shall. update the
inventory annually within fifteen (15) Days of the Day any Vehicle or equipment is
added to, or removed from the inventory. The inventory shall list all Vehicles by
manufacturer, ID number, date of acquisition, type, and capacity.,
F. ClealliLig...and Maintenance
Contractor and Contractor's subcontractor(s) shall maintain all of its properties, facilities
and equipment used in providing service under the Contract in a safe, neat, clean and
operable condition at all times. Vehicles used in the collection of materials -under the
Contract shall be thoroughly washed on a regular basis so, as to present a clean
appearance. City may inspect Vehicles at any time to determine compliance with
sanitation requirements.
G. Inspection
Contractor and Contractor's subcontractor;s shall 4i,spect each Vehicle and each piece of
equipment daily to ensure that all equipment is operating properly and complies with
Applicable Law. Vehicles which are not operating properly or do not comply with
Applicable Law shall be taken out of service until they are repaired and do operate
properly and comply with Applicable Law. Contractor and Contractor's subcontractor(s)
shall perform preventive maintenance and all scheduled maintenance functions in
accordance with the manu fact urer's specifications and schedule. Contractor and
Contractor's, subcontractor(s) shall keep accurate records of all Vehicle maintenance,
recorded according to date and mileage, and shall make such records available to the City
upon request to the extent necessary to ensure compliance with manufacturer's
recoiTtmended scheduled Vehicle service.
CONTRACT FOR COLLECTION SERVICES
CMv3 040913
23
H. Roak
Contractor and Con-tractor's subcontractor(s) shall repair, or arrange for the repair, of, all
of its Vehicles and equipment for which repairs are needed because o�f accident,,
I
breakdown or any other cause so as to maintain all equipi ent in a saf at d opera e
ri e i bl
condition. Contractor and Contractor"s subcontractor(s) shall maintain accurate records
of repair, which shall include the date/mileage, nature of repair and the signature of a
maintenance supervisor that the repair has been properly performed.
1. Stor g
Contractor and Contractor's subcontractor(s), as applicable, shall arrange to store all
Vehicles and other equipment in safe and secure location(s), where applicable, in
accordance with City's applicable zoning regulations.
11.
MWBE REQtJREMENTS
In keeping with the City's Minority/Women Business Ei,i ter prise (MMBE) ordinance,,
Contractor agrees to the following,,-,
A. A i-niimum oft enty-five percent (25%) of the total dollar value of'this Contract will be
paid as compensation to certified MWB,E firms, pursuant to the City's ordinance.
during the term of this, Contract, provide City with monthly reports
B:. Contractor wilt, p I
detailing its compliance with the requirements for MW-BE participation, including but. not
limited to the activities of the .MWBE and the dollar value of those services, as required
by the City, City shall have a right of access to any and all books,, records and documents,
which relate to MW subcontracts in order to audit and verify the information
contained in the monthly reports. Contractor shall 4iclude in all MWBE subcontracts a
similar provision allowing City access to subcontractor's books, records and documents
for these purposes.
12.
CONTINGENCY PLAN
Within ninety (90) Days of the cornmencernent 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 implei-nent 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 collect, Solid Waste and Recyclables,, respectively, fi-om.the City or
otherwise perform the services required under the terms of this Contract.
CONTRACT FOR COLLECTION SERVICES
CRRv3 040913
24
1
REPORTING
Contractor shall reed to any regUest by the City for infbi-mation, related, t o the
Collection SerNkes, including all corriplaiiits, accidents or incidents h e perfi)rmig any, duties
pursuant tote terins f t.h s Contract, OUtages or downtime, and ir spections by any regulatory
agencies within twenty-four (24) hours. Contractor's respolnse seal] detail the nature and reasons
t r tease occurrences as well as all results, findings and actions taken to resolve such incidents.
Contractor shall also notify the . ect r iminediately of any fees or penalties levied and n
actions that cud have an adverse impact on the Contractor or service to the City, or botli.
Fours to report such data shall, subject the Contractor t , damages described in Section 18, of this
Contract.
Contractor s a keep records on a daily, weekly,, cumulative rnonthly, and cumulative
annual basis oIf all activity related to the Collection Services, and such record shall be available
to the City upon request.
14.
EVENTS U
. The following shall constitute seas of default on the plart olf the Contractor except to the
extent cased by the occurrence of an U nciontrio liable Circumstance r City's fault unless
otherwise specified herein.*
1. Failure by the Contractor to er or any Material Obligation of Contractor .rider the
terms of this Contract, and continuance of such `ailure after (1) written notice thereof
has been rovided by the Director specifying such failure and requesting that such,
condition be remedied, and 1i Contractor's failure to cure the default or immediately
initiate mid diligently pursue reasonable action and cure such, non-per orr lance
within, fifce n (1 5) after receiving not ce frorn the Director (provided, if such
failure 6s of a nature that it cannot be cured with such fiffee , (15) day period,
Contract or shall not be in default if Contractor commences the curing of such failure
within such fil,fteen (15) day period, and diligently rsues the curing thereof and both
City and Contractor agree that the faitur can' of he curled in ifteen (15), Da s, or
2. "he Contractor being i s lve t or baiik.rupt r ceasing to pay its debts as, they mature
or making an arranglement with or forl the ene t of its creditors or cA)nsenting to r
acquiescing in the appointme t of a receiver trustee.
art of its r l ert r ha bankruptcy, p reorganization, solvency,
arrangement, o r s,imilar proceed stittited by the Contractor, Linder the laws of in .
Governmental od or, asst the Contractor, if the Contractor does not tale the
(-"ON rRACT FOB COLI-,E ..` ION SERVICES
RRv3 04091
25
appropriate action to dIsmIss said proceedings; which proceedings have not been
dismissed within. ninety (90) Days of the institution of such proceedings; or any
action or answer by the Contractor approving, consenting, to, or acquiescing in, any,
such proceedings; or the event of any distress, execution, or attach,11,1ent upon the
property of the Contractor which shall substantially interfere wit1i its performance
hereunder; or
3. The following acts or omissions by the Contractor, shall constitute failure to perform a
Material Obligation of Contractor under this Contract*.
a. Failure of Contractor, to commence work operations within the time specified
in the Contract.
b. Failure of Contractor to provide and maintain sufficient labor, Vehicles and
equipment or licenses, permits and necessary approvals from City or a third
party to properly and legally execute the working operations,.
c. Evidence that Contractor has abandoned the work.
d. Evidence that Contractor has become insolvent or hay pt, or otherwise
financially unable to carry on the work satisfactorily.
e. Failure on the part of Contractor to comply with any material requirements of
the Contract such as failure to maintain insurance or the Performance Bond or
to comply 'with any of the Director's material requirements which are
provided for in this Contract.,
f Indication that the Contractor has made an unauthorized assignment of the
Contract or any funds due thereof for the benefit of any creditor or for any
other purpo,s,e.
g. Failure to supply complete and accurate in,fbrmation as required in this
Contract.
b. Failure to maintain required Ted level of MWBE participation.
i. Failure to indemnify the City as required herein.
j. Falsifying records or reports to the City, State or Federal governments.
k. Failure to remedy the cause of a complaint as described in Section 17, subject
to the provisions of Section I TE below.
CONTRACT FOR COLLECTION SERVICES
CIRRO 0409,13
26
1. Failure to comply with Applicable Law that affects Contractor's ability, to
perform this Contract as reasonably determined by the Director.
B. City, shall, as soon as practical, notify Contractor of any failure on the Contractor's part to
comply with the terms, of this Contract. After receipt of notice from the City of an event
of default set forth in Section 14.-A above, Contractor shall acknowledge receipt of such
notice by telephone, facsimile, or email, within four (4) hours. Contractor shall provide
the City with verbal notice of what corrective action has or shall be taken by the
Contractor and shall follow 'up with. written notice describh ng the same along with any
additional relevant iriformation, within forty-eight (48) hours. Failure to provide
acknowledgenient of receipt of noticel or plan of corrective action, within the above
mentioned time period(s) shall constitute an event of default by the Contractor.
15.
EVENTS OF DEFAULT BIY CITY'
A. The following shall constitute events of default on the part of the C'ity, except to the
extent excused by the occurrence of an Uncontr ollable Circumstance or Contractor's, fault
unless otherwise specified herein-,
1. A failure by City to timely perform any Material Obligation under the terms of this
Contract, and the continuance of such failure for a, period of sixty (6 0) 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 notwithstandm' g
Section 34; or
2. City beir g 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, oir
a bankruptcy, wi,ndm* g up, reorganization, insolvency, arrangement or similar proceeding
instituted by City under the laws of any 'urisdiction or against City, if City does not take
appropriate action to dismiss said proceedings, which proceedings have not been
dismissed within ninety (910) Days, of the institution of such proiceedings; or any action or
answer by City, approvi.ng, of consenting, to, or acquiesci�ng in, any such piroceed,h-igs; 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 fi-om the Contractor, City
shall acknowledge receipt of such notice and shall promptly provide the Contractor with
notice of what corrective action has or shall be taken by the City, within a reasonable
time in light of the circun-istances. Failure to promptly provide acknowledgement of
("ONTRACT FOR COLLECI,'ION SERVICk,S
CRRv3 040913
27
receipt of notice, or notice o ' planned corrective action, shall constitute an, event of
default by the City.
'16.
ARBITRATION
The parties, shall endeavor to settle all disputes arising out of or relating to this Contract
by amicable negotiations. If such negotiations fail, any controversy or claim arising out
of or relating to this Contract shall be resolved by binding arbitration administered by the
American Arbitration Association in accordance with its Commercial Arbitration Rules
[Including the optional rules lbr emergency measures of protecti on and judgment on the
award may be rendered by the arbitrators mid entered in any Court having jurisdiction
thereoE The procedure for initiation and conduct of the binding arbitration will be as
follows:
I The arbitration may be cornmenced by either the City or the Contractor by the
service of a written request for arbitration ("Request for Arbitration") upon the
other arty. The Request for Arbitration shall summarize the controversy and
clain-ts to be arbitrated.
2. The arbitration shall be heard in Tarrant County, Texas before an arbitration panel
comprised of three (3), arbitrators. Upon initiation of a Request for Arbitration by
either party hereto, each party, within fifteen (1 5) days of the date of the Request
for Arbitration,, shall select a neutral arbitrator. The arbitrators selected by the
claimant and respondent shall, within ten (10) days of their appointment, select a
third neutral arbitrator. In the event, the two arbitrators are unable to agree upon a
third neutral arbitrator, then the American Arbitration Association shall appoint
the third neutral arbitrator. Prior to commence ent of hearings, each of the
arbitrators appointed shall provide an undertaking of impartiality. In determining
the appropriate 'background of the third neutral, arbitrator, the first, two neutral
arbitrators shall give due consideration to the issues, to be resolved.
Notwithstanding the foregoing, in no event shall any arbitrator be a resider t of the
City of Fort Worth, Texas.,
3. Judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction thereoE
4. Both parties may allow their clients, representatives, witnesses, consultants and
agents to participate and observe the Arbitration proceedings w,ithout
compromising any attoniey/client, or confidentiality privileges or rules of
evidence otherwise applicable. However, no other third party may participate or
observe an arbitration proceeding.
CONTRACT FOR COLLECTION SERVICES
(.','RRv3 040913
28
5. It is the intention of the both the City and the Contractor that this subsection is,
consistent with the An-ierican Arbltration Act contained in 9; U.S.C. § I et seq,
because the contract between the City and the Contractor deals with interstate
coffirnerce. Therefore, the parties agree that this subsection, in. which both the
City and the Contractor agree to binding arbitration, may be enforced under the
Arnerican Arbitration Act.
17.
LOCAL OFFICE AND CONTRACT ADMINIS'TRA TION
Contractor shall maintain during the to 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 saine 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 loca,l office shall be open during collection hours so, that customers can lodge
complaints, requests for information, requests for service, etc. At a minimum, the
Contractor's local office shall be open during the hours of 8:00 a.m. and 5:00 p.m.
Monday through Friday, and 8-00 a.m. and 3:00 p.m. on Saturdays, or until, completion of
tad s, whichever is latest. Contractor shall perform Collection Services from the Service
Units between the hours of 7:001 a.m. and TOO p.m.
B. Contractor's local office shall have a responsible person 'in charge during collection hours
on Working Days, and shall be equipped with sufficient communications technology and
sufficient competent personnel to receive all communications. Contractor's
communication personnel shall deal with all co iiwiunicat ions in a courteous and polite
manner and record all complaints. Contractor shall 'resolve all complaints 41 an
expeditious manner within the following twenty-four (24) hours, excluding noin-Workm' g
Days and hours. Contractor will have pre-rec,orded announcements for al.1 after-hours
co mmunicat ions to provide information on holiday pickups and office hours as well as
other information the Director may reasonably require.
18.
COMPLAINTS AND NON-PERFORMANCE
A. All service complaints received by the City's call center shall initially be directed to
Contractor through the City's, Electronic Tracking System and Contractor shall be
respond to the City within twenty-four (24) hours, excluding non cr kM' g Days When a
complaint 'is received on the .Day preceding a holiday or a weekend, it shall be promptly
serviced on the next Working Day.
CONTRACTFOR COLLECTION SERVICES
CRRv3 040913
29
B. The Director shall notify Contractor of each complaint reported to the City throughout
each Day. It shall be the duty of Contractor to take whatever steps may be necessary to
remedy the cause of the complaint and notify the Director of its disposition within
twenty-four (2.4) hours, excluding non-Working Days, after receipt, of the cornplaint by
Contractor. Contractor shall. obtain this it from the City's Electronic ]"racking
System.
Cl. Contractor shall provide the Director with a full. explanation of the disposition of any
complaint U"ivolving a custornerls claim of damage to private property or personal i-t1jury
as, the result of actions of Contractor's eMployees, agents,, or subcontractors through the
City's Electronic Tracking System as soon as possible, with additional, information
provided as requested by the Director.
D. Contractor shall work with the City to, notify all customers about complaint procedures,
rides. and regulations, and Day(s,) of collection on an annual basis and whenever 'there is a
change in service, Day(s co mi-n of f Ilection, procedures, etc. coencing in the first month of
)
the Contract and thereafter whenever a change H*1 service is made. Notice is to be in the
form as designated by the Director distributed by Contractor to all premises. served by
Conti-actor. Such notice methodology and any materials must be approved by the Director
prior to distribution and conform to all legal requirements for accessibility.
E. Notwithstanding anything contained herein to the contrary, Contractor's failure to
remedy the cause of the complafilt, or due to events described in Section 18 below, shall
not be considered a material breach of this Contract or breach of a Material Obligation of
Contractor", and thereby not an event of default, UNLESS Contractor's failure to
perform or act in accordance with the terms of this Contract occur's in a consistent
manner as reasonably determined by the Director. Notwithstanding anything
contained in this Contract to the contrary, if the Director deterinines that fallure has
occurred in. a consistent manner and the notification procedures as described in Section
14B have been met, than the Contractor's, failure to remedy complaints as described
above may be considered a failure to perform a Material Obligation of Contractor.
19.
LI_QUlDA ED 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 deduct from payments, due to
Contractor or to become due to Contractor, the following amounts as liquidated damages
which are subject to the Cost Adjustment pursuant to Attachment B' except that such
liquidated damages, shall not apply during an Uncontrollable Circumstance:
CONTRACT FOR COLLECTION SERVI,CTS
,'RRv3,040913
30
(1) Failure to clean up spilled Garbage, Refuse, or other Solid as resulting
from loading and/or transportinp, - each incident at the same premises-
fifty dollars ($50.00).
(2) Failure to clean up spilled Recyclables resulting fi-om loading and/or
transporting, - each incident gat the same premises.- fifty dollars ($510.010).
(3) Failure or neglect to coillect Garbage, Refuse or other Solid Waste from
any premises, at those times as provided by this Contract within twenty-
four (24) hours, excluding non-Workm' ,g Days - each failure or neglect or
repeated instance at same premises: fifty dollars ($50.00).
(4), Failure or neglect to collect Recyclables from any premises at those times
as provided by this Contract within twenty-four (24) hours, excluding, non-
Working Days - each failure or neglect or repeated instance at same
premises: fifty dollars ($50.00).
(5) Failure or neglect to correct chronic problems in any category of service,
including failure to meet any of the requirements as listed in the RFP
(chronic shall rmean three or more similar M' cidents within a ninety (90)
Day period at the same premises) - each instance-. five hundred dollars
($500.00).
(6) Chronic use of Vehicles, for Solid Waste or Recyclables collection for
which the manufacturer's gross allowable vehicle weight exceeds the
limits allowable by City ordinance-, fifty dollars ($50.00) per occurrence.
(7), Failure to provide Solid Waste Collection Service at least once during a
week for Refuse Storage Carts, except in cases of holidays or during, an
Uncontrollable Circumstance: fifty dollars ($50.00) per occurrence per
Service Unit.,
(8) Failure to provide Recyclables Collection Service at least once during a
week, except in cases, of holidays or an Uncontrollable Circumstance: fifty
dollars, ($510.00) per occurrence per Service Unit.
(9) 14 aiture to submit accurate reports, including monthly, quarterly, annual,
employment reports and others as specified UI the Contract and n'i.volices in
the specified format: non. payrnent of invoices until submission of an
accurate and appropriately formatted invoice and complete reporting
information: one hundred dollars ($100.00) per occurrence.
CONTRAC'FOR COLLECTION SERVICES
CRRO 04,0913
31
(1 01) Failure to notify the City of Bulky Waste Piles in excess, of thirty (30)
cubic yards; Contaminated Piles; Unacceptable Con-u-nercial Piles; plastic
bags in Brush or Bulky Waste Piles; or Recyclables, Storage Carts,
containing materials other than Recyclables in accordance with the
applicable provisions of the Contract and/'or fiailure to leave written notice
at the Service knit in accordance with: fifty dollars ($50.00) per Day per
Service Unit until the City is notified.
(I I) Failure to collect Pay Piles as required by Sections 2131 within seven (7')
Days after notification by the City.- fifty dollars, ($,50.00) per Day per
Service Unit until such service is completed.
(12) Failure to complete Bulky Waste routes by five (5), pi.m., of the Bulk
Collection Week.- two hundred fifty dollars ($250.00) per incomplete Bulk
Collection Week route. Contractor shall be deemed to have cornpleted
collection if Contractor niotifies City by 5:00 p.m. on that same Saturday
that the route has been con-ipleted. Liquidated damages shall not be
assessed under this paragraph unless City has, certified a route within
twenty-four (24) hours after Contractor provides the notification that the
route has been completed.
(13) Failure to maintain a staffe ffice duririg specified hours-., fifty dollars
($
50.00)per o ccurrence.
(14) Failure to notify the Director of changes in key persori-niel (e.g. Division
President, Operations Manager, and Facility Manager), and/or to introduce
such new personnel to the Director-. fifty dollars (S50.00) per occurrence.
2ol.
UNCONTROLLABLE CIRCUMSTANCES
A. Uncontrollable Circumstance affecting-Co i ions.1-otractor's, Obljgat
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
CL*reumstance. 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. Uncontrollable Circumstance affecting City's ObligAtIons.
City shall be excused f6r the failure to perfon-n its obligations under the terms, of this
Contract if such failure results, from the occurrence of an Uncontrollable CL*rcumstance.
CONTRACT FOR COLLECTION SERVICES
CRRO 040913
32,
City shall seek diligently and in good faith to pc rfon-n 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.
C. Notice of an Uncontrollable Circumstance.
Contractor shall, provide verbal notice of an, Uncontrollable Circurnstance to the Director
within twenty-four (2 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 rnilimurn., set forth the R)llowing 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):
1. a description of the Uncontrollable Circumstance that has cc red and
2. the effect, if any, of such Uncontrollable Circumstance on Contractor's
performance or other obligations Linder this Contract.
D. Reinstatement of,Ah,*li to Perform.
After the resolution of an Uncontrollable Circumstance and the restoration of Collection
Services, the Contractor shall provide written notice of a reinstatement of Collection
Services. The C,ity shall reinstate the Collection Services (or shall, cause reinstatement
oo unless this Contract shall have been previously terminated as provided herein.
E. Uncontrollable Circumstance.
Neither Contractor noir the City shall be liable Cdr the failure to, perforin. their duties nor
for any resultant damage, or loss, if such failure is caused by Uncontrollable
Circumstance(s). if such Uncontrollable Circumstance persists for moire than thirty (310)
Days, or if after its 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.
2 1.
TERMINATION
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 or Contractor's failure to perform a Material Obligation of this
Contract; provided, (i) the City has provided Contractor written notice of such action or inaction
constituting grounds, for such suspension or termination, and (11) Contractor fails to cure such
alleged action or inaction within thirty (30): Days of Contractor's receipt of such notice. If such
event of default is of a nature that it cannot be cured within such thirty (301) Day period, the City
will not take action to suspend or ten-ninate this Contract provided Contractor commences the
CONTRACT FOR CQUECTION SERVICES
CRRv3 040913
33
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 any suspension order or action of the City Coluncil shall be served on
Contractor's surety. When work is suspended for any cause or causes, or when the Contract is
ten-ninated, Contractor shall discontinue the work or such part thereof as the City shall designate,
whereupon the surety may, at its option, ass-Lime the Contract oir that portion thereof which the
City has ordered Contractor to, discontinue, and may perform the same or n-ilay, with the written
consent of the pity, subtet the work or that portion of the work as taken over-, r(viJed however
, p I
that the surety shall exercise its option and begin perfori-nance of the work, if at all, within we
(5i)
Days 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 assurne Contractor's, place
in all respects and shall be bound by all the terms and conditions elf this Contract. Surety shall be
paid by the City for all work performed by it hi accordance with the terms of the Contract.
In case the surety does not, within the ablove-s,pecified 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 fart 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 playable 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 frorn 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 shal I be liable for all costs incurred by City durijig
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.
22.
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
CONTRACT FOR C01,1,ECTION SERVICES
CRRv3 040C)l 3
34
details of the services and work performed hereunder, mid all persons performing the same; and
shall be solely responsible for the acts, and ornissions of its officers, agents, ei-nployees,
contractors and subcontractors, that the doctrine of respondeat superior shall not apply as
between City and Contractor, its officers, agents, employees, contractors and subcontractors; and
that nothing herein shall be construed as creating a partnership or jo on enterprise between City
and Contractor. No person perform�,ig any of the work and services described hereunder shall be
considered an officer. agent, servant or employee of the City.
231.
INDEMNIFICAT ION'
A. CONTRACTOR SHAI jL RELEASE, INDEMNIFY, REIMBURSE, DEFEND, AND, HOLD
HARMLESS, CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES. ,'FROM
AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR
LOSS AND/O,R PERSONAL INJITRY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, ARISING OUT OF THE WORK AND SERVICES TO BE PERFORMED
HEREUNDER BY CONTRACTOR,, I; S OFFICERS, AGENTSI EMP14OYEES,1
CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INV'ITEES, INCLUDING
DAMAGES, LOSS, INJURY OR DEATH,,TO "I EXTENT CAUSED BY ANY ERROII,
OMISSION, DEFECT, OR DEFICIENCY OF CONTRACTOR IN ACCORDANCE
WITH TMS CON TRACT.
B. CONTRACTOR DOES HEREBY RE1jEASE, INDEMNIFY, REIMBURSE, DEFENDI
AND, HOLD HARMLESS, THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES FROM AND AGAINST ANY AND, ALL LIABI[LITY,, CLAIMS, SLITS,
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 1 I TS OFFICERS, AGENT : OR EMPLOYEE ,
OR SUBCONTRACTORS, OR THE JOINT NEGLIGENCE CIE"' COOT:RAC;TOR, ITS
AGENTS,, OR EMPLOYEES, OR SUBCONTRACTORS, AND ANY OTHER PERSON
OR ENTITY, EXCLUDING ALL PARTIES INDEMNIFIED HEREUNDER, TO TIN
EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF CONTRACTOR.
C. THE OBLIGATIONS OF "I"HE CONTRACTOR UNDER THIS SECTION SHALL
INCLUDE, BUT NO F,1 14 BE LIMITED '1'0, THE BURDEN AND EXPENSE OF
DEFENDING ALL CLA1MS,1 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,1 WHEN AND AS THE SAME
BECOME DUE, ANY AND ALL JUDGMENTS, PENALTIES OR OTHER SUMS DUE
AGAINST SUCH INDEMNIFIED, PERSONS.
CONTRACT FOR COLLECTION SERVICES
CRR O 040913
35,
UPON 1,4EARNING OF A CLAIM, LAWSUIT, OR OTHER LIABILITY WHICH
CONTRACTOR IS REQUIRED HEREUNDER TO, INDEMNIFY, THE CITY SHALL
PROVIDE CONTRACTOR WIT H REASONABLY TIMELY NOTICE OF SAME.
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 TRIS CONTRACT, CONTRACTOR SHALL
REQUIRE THE, SUBCONTRACTORS TO INDEMNIFY THE CITY IN A MANNER
CONSISTENT WIT H THIS SECTION.
24.
INSURANCE
Contractor shall not corni-nence 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 to of this
Contract.
A. WORKERS' COMPENSATION INSURANCE: Contractor shall maintain, during the
tier of this Contract, Workers' Compensation Insurance at statutory limits on all of
its employees to be engaged in work under this Contract, and for alil subcontractors.
Employer's Liar lility (EL) Insurance shall also be maintafiled, at minimum limits, as
follows-, $5010,000 each acciden,0500100. �O disease each employee/$5001,000 disease
policy limit.
B. GENERAL LIABILITY INSURANCE (CGL): Contractor shall procure, and shall
maintain during, the term of this Contract a Commercial General Liability Insurance
Policy at a, minimum limits as Two Million Dollars: ($2,000,000) per occurrence with
an aggregate of Five Million ($5,0010,000) Dollars combined single limit, cluding,
property damage and personal injury coverage, during effective dates of the Contract,
or any renewal thereof, in order,to protect and save the City harmless against any and
all claims for damage to person, persons, or property arising ftom, the Collection
Services, as described in this Contract. Contractor shall also provide excess
Coy m-nercial General Liability in the amount of Ten Million Dollars ($,101,000,000).
C. AUTOMOBILE INSURANCE: Contractor shall procure and maintain during the
terra of this Contract Comprehensive Automobile Liability Insurance coverhig all
Vehicles involved with Contractor's operations under this Contract. The minimurn
limits of liability coverage shall be in the amount of Two Million Dollars
($,2,000,000,) per occurrence combined single limit, during the effective ciates, of
Contract and any renewal period. The named insured and employees of Contractor
CONTRACT FOR COLLET'1110N SERVICTS
CRR O 040913
36
shall be covered under this, policy. The City of Fort Worth shall be named an
Additional insured on Endorsement TE 9901 or equivalent, as its interests may
appear.
D. ENVIRONMENTAL IMPAIRMENT LIABILITY (EIL) AND/OR POLLUTION
LIABILITY - $101,000,0010, per occurrence. Elf, coverage(s) inust be included in
policies, listed 'in item above; or, such insurance shall be provided 'under separate
policies. Liability for darnage occurring while loading, unloading and transporting
materials, collected under the Contract shall be included under the Automobile Liability
insurance or other po I Icy(s).
NOTE- BETWEEN A AND D ABOVE,ANY POLLUTION EXPOSURE, tNCL1.JDINCj
ENVIRDN"MENTAL IMPAIRMENTLIABIL]TY,ASSOCIATED WITH THE,SERVICES AND
OPERATIONS PER.FOR.MED FYI DERTHIS CONTRACT SHA_1J_BE COVERED-IN ADDITION TO
SUDDEN AND A(.`�'CIDENTAL.CONTAMINATION AND/OR POLL[JTION LIABI]LITY COVERAGE,
TffERE MUST BE NON-SUDDEN AND NON-ACCIDENTAL CON'rAMINATION AND/OR LIABILITY
FOR GRADUAL EMISSIONS AND CI EAN-LJP COSTS.
The following shall pertain to all applicable policies, of insurance A. through D.) listed above.-
I. 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, Mon behalf of the named insured, perfoln-ned under
Contract with the City of Fort Worth." An equivalent clause may be acceptable in
the discretion of the City.
2. Subcontractors shall be covered under the Contractor's insurance policies r they,
shall provide their own insurance coverage; and, in the latter case, docurnentation
of coverage shall be submitted to the Contractor prior to the conmiiencement of
work and the Contractor shall deliver such to the City.
3. Prior to, commencing work under this Contract, the Contractor shall, deliver to the
City of Fort Worth insurance certificate(s) doctimentirig the insurance required
and ten ns and clauses required.
4. Each insurance pollicy required by this Contract shall contain the following
clauses-. "This insUrance shall not be canceled, limited in scope or coverage, or
non-renewed until after, thirty (30) Days prior, written notice has been given to the
City of Fort Worth, 1000 Throckrnorton, Fort Worth, Texas 761102." Note-,
Written notice can be by Contractor or insurance company.
5. The m' surers, for all policies must be approved to do business in the State of Texas
and be currently rated in terms of financial strength and solvency to the
satisfaction of the Risk Manager for the City of Fort Worth.
CONTRACT FOR COLLECTION SERVICES
MR0 040913
37
6. The deductible or self insured retention (SIR) affecting the coverage required
shall be acceptable to the Risk Manager of the City of Fort Worth- and, in lieu of
traditional insurance, alternative coverage maintained through insurance pools or
risk relations groups, must be also approved.
25.
PERFORMANCE BOND
Contractor agrees that upon the execution of this Contract and before he, irining work,1 it,
shall make, execute and deliver to the City of Foil Worth a good and sufficient Perf'ormance
Bond in a form furnished by the City, to secure the faithful performance of the terms and
conditions herein. Such Performance 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
i,s m effect, and shall be renewed each year thereafter fluoughout the ten-n of the Contract and
any renewal periods in such amounts as the City shall require, but not less than, the estimated cost
of services for the following six (6) months during which the services are to be performed taking
into consideration Contractoir's, adjusted prices then in effect. 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 he a surety company duly authorised to do
business, in the State of Texas., and acceptable to the City Council of the City of Fort Worth.
In lieu of the Performance Bond, Contractor may submit an irrevocable, direct pay Letter
of Credit, issued by a local banking institution, in the arnount listed above, made out in, favor of
the City of Fort Worth.
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 frorn the surety company or bank,ing institution that the said Performance
Bond or Letter of Credit remains, in effect each year o f the Contract. In the event that the
Performance Bond or Letter of Credit will cease to be in effect,, the surety company or bankilg
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 of Fort Worth a good and sufficient
Performance and or replacement Letter of Credit as described above and 111 the amount named
above no less than five (5) Days in advance of lapse of coverage.
26.
GUARANTY BYPARENT COMPANY OF CONTR-ACTOR
(a) It is hereby agreed and understood by Contractor and City that Waste Management,
Inc. is the "parent company" of Contractor, or is otherwise serving as Guarantor for Contractor.
CONTRACTFOR COLLECTIOIN SERVICES.
'RRv3 040913
38
(b) Contractor agrees that, simultaneously with the entering into of this Contract by
Contractor and City, its "parent company" or Guarantor shall execute the "Gutaranty" set forth in
Attachment C of this Contract. The Contractor, agrees that the person or entity executing the
Guar anty,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 this
Section, constitutes a part of the consideration to the City for this Contract.
(d) The Contractor further agrees that the tailure of its "parent company"' or Guarantor to
execute properly the Guaranty shall constitute a, breach of this Contract and shall be cause for,
tern nination hereof by City.
27.
LlC S E :1 S, AND FEES
Contractor agrees to obtain and pay for all licenses, permits, certificates, inspections arid
all 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 collection and removal of Garbage, Refuse, Bulky Waste, Large Brush, and
1 1:
Large Bulky Waste, C&D Waste, Yard Waste, and Recyclables and their residuals.
28.
'UNACCEPTABLE WASTE
Contractor shall NOT knowingly accept, nor be required to accept for disposal,
Unacceptable Waste. Contractor shall leave Unacceptable Waste at its original location and
notiTy the Director immediately of the location and provide the Director with a description of
such waste. Contractor reserves the right to reject or revoke acceptance of any Unacceptable
Waste. on notification from the Contractor, the Director shall determu*1e whether the waste is
Unacceptable Waste or acceptable under the terms of this Contract. Contractor shall immediately
return to the site to pick up; the suspected waste upon notification from the Director that, the
waste is not Unacceptable Waste.
29.
HEALTH AND SANITATION
Contractor shall establish and enforce in its operations and among, its employees such
regulations in regard to clearifiness and sanitatioln in the collection, and transport, of Garbage,
Refuse and Solid Waste and the collection, transport and handling, of'Recyclables, Yard Waste,
C Waste and Large Brush and Large Bulky Waste, as will tend to prevent the inception on and
'I
CONTRACT FOR COLLIC110N SERVICES
CRRO 040913
39
spread of disease and to effectively prevent the creation of a nuisance on any property either
public or private.
30.
CUMULATIVE REMEDIES
The rights and remedies granted in this Contract are CUMUlative, and the exercise of such
rights shall be without prejudice to the enforcement of any other right or retied y 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.
31.
REMEDIES FOR, BREACH
The parties agree that, except as otherwise provided in Section 18 and 20 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 per�rorrnance, and that such rights to recover
damages and to secure specific performance shall ordinarily constitute adequate remedies for any
such breach. Neither party shall have the right to terminate this Contract for cause except upon
the occurrence of an event of default unless otherwise stated here ..
32.
N-0 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 ftill 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
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 Contractor.
No waiver of any breach shall affect or alter this Contract,, but each and every term, covenant,
agreement, provision, condition and limitation of this Contract shall continue in,, full force and
effect with respect to, any other then existing or subsequent breach thereof This Contract may,be
tenni-nated only by a written instrument of termination executed by the appropriate party and
delivered to, the non-terminating party (except by expiration of the to of this Contract).
33.
SURVIVAL OF CERTAIN PROVISIONS UPONTERMINATION
CONTRACT FOR COLLECTION SERVICES
('RRv3 040913
40
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 termiria,tion, the rights and obligations, of the parties hereto pursuant to Sections 14 15 18,
221 23 241 25, 29 and 30 and all other provisions of this Contract that so provide shall survive the
termination ofthis Contract. No terns tnation 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
terrni�nation, 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.
34.
1UGHT 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. Contractor
ftirther agrees to include in all its subcontracts hereunder a, provision to 'the effect that the
subcontractor agrees that the City shall, unti.1 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 tern-i "subcontract" as used herein includes purchase
orders,.
35.
GOVERNMENTAL POWERS AND IMM'LFNITI.ES
It 'is understood and agreed that,,: by execution of this Contract, City does not waive or
surrender any olf its governmental powers or immunities. Contractor acknowledges that the City
is a Governmental Body and as such has certain rights, powers and duties that may affect the
Contractor's rights or obligations under the Contract. The Contractor agrees that no action by the
City acting in its governmental capacity shall be construed as a breach or default by the City
under this Contract, nor shall any such action excuse the Contractor from performance, of its
obligations under this Contract; provided, however, if such action constitutes an Uncontrollable
Circumstance, the Contractor may assert any rights it may have under this Contract as is
permitted for any other Uncontrollable Circumstance.
36.
COMPLIANCE WITH LAWS
Contractor, its officers, agents, employees, contractors and subcontractors, shall abide by
and comply with all Applicable Law, federal, state and local, including the City's charter and all
ordinances, rules and regulations of the City of Fort Worth. It is agreed and understood that,,
City calls the attention of Contractor to any such violations on the part of Contractoirl, its officers,
agents, employees, contractors or Subcontractors, then Contractor shall immediately desist from,
and correct such violation.
CONTRACT FOR COLLECTION SERVICES
CRRv3 040913
41
37.
DISCRIMINATION PROHIBITED
Contractor, in the execution, perfbri-nance 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 ofthe 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 vie lat ion of said ordinance. Contractor warrants that it is an equal opportunity
employer.
In addition, Contractor, in the execution, performance or attempted performance ofthis
Contract, shall not discriminate on any prohibited basis and shall fully comply with all other
applicable federal, state and local laws concerning discrimination.
38.
NON'-ASSIGNM,ENT
Contractor, shall not assign, transfer, sublet, convey, or otherwise dispose of the Contract
or the rights, title, or interest m or to the same or any part thereof without the previous consent of'
the City Council with concurrence of the surety. In the event Contractor doles, 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 21 hereot". Consent will not be withheld unreasonably in,the
case of a proposed assignment to an Affiliate of Contractor, but may be withheld for any reason
or for no reason in the case of a proposed assignment by Contractor to a non-Affiliate, provided
that Contractor, Guarantor and surety shall not be released from their respective obligations
hereunder. In the event of an assignment of any duty required under this Contract, Contractor
and Guarantor shall assume responsiblility for p,erf rmance of that duty including all liabilities
pursuant to this Contract. 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.
39.
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 pat-ties, hereto.
CONTRACT FOR COLLECTION SERVICES
CRRv3 040913
42
40.
NOTICES
Any notices (unless otherwise specified herein), bills, 'Invoices or reports required by this
Contract shall be sufficient if sent by the parties 'in the United, States mal"'L postage paid, to
the address noted below:
If to the City: Kini Mote, Assistant Director
Solid Waste Services Division
Department of'Colde Compliance
City of Fort Worth
4100 Columbus Trail
Fort Worth, Texas 761313
If to the Contractor: Waste Management of Texas, Inc.
c/o Public Sector Manager
520 E. Corporate, Suite 100
Lewisville, TX 7 0517
And
CT Corporation
350 North St. Paul Street
Suite 2900
Dallas, TX 75201
4,1.
VENUE
Should any action, whether real or asserted, at law or in equity, arise out of the ten'ns and
conditions of this Contract,, venue for said action shall be in Tarrant County, Texas.
42.
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 unentbrceable provision had never been contained herem' .
CONTRACT FOR COLLECTION SERVICES
CRRv3 040913
43
3.
NON-APPROPRIAOriON
In the event that no funds or insufficient t funds are collected appropriated and budgeted
or finds are otherwise unavailable le 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 appropriat ions were nnade 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 cant' ge��c y. p'r(: vid�e�d, ow e that t is Section 43 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 ion-availability of.funds which would he provide. to City.
by reason of Tex. Const. Ann. 11, Sec. 5 and '.
44.
ATTACHMENTS
All Attachments to this Contract are incorporated as part of this Agreement for the purposes set
forth herein, as follows:
Attachment en A Schedule of Sery.ees and Charges
Attachment B Cost Adjustment
ent
Attachment C' Parent Guaranty Agreeme t
INTENTIONALLY L,EFr,l*, ,BL,AN'K
CONTRACTFOR COLLECHON SERVICES
CRRv,31 040913
44.
IN W 11 TNN I ES WH 7
EREOF, The parties hereto have executed this Contract this )q44--day o�f
A.D., 2 013, in Fort Worth, Tarrwit County, Texas.
CITY OF"FORT WORTH, TEXAS WASTE MANAGEMEN`TOF,,rEXAS,, INC.
harle�s Danlicls
Assistant City,Ml a g r ITS. 1-04110-1*
Date Signed: Dat e",S ligned
ATTEST: I
W171"WESS:
4 a r I
Ka sel. L
01t
y Secre
APPROVED AS TO FORM
'S CORPORATE SEAL.-
AND LE,GNLITY.�-
az& lcj
Chris 0,.'Lopez-ReyhoWs
Senior Assistant City Attorney
%JFFICIAA-LL RE 0
6
CONTRACT FOR C01,LECTION SERVICES SEC CORD
CRRv3l 040�913 Clly SECR M
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Attachment B
Cost, Adjustment Method'
The Service Unit Fees for Collection of Municipal Solid Waste, Single-stream
Recyclables, Brush & Yard 'Waste and Bulky Waste collected from within the
City, under the Contract and other fees set forth on Attachment A, will be
adjusted by the Contractor for the sec it and subsequent Contract, Years of the
Term of Contract. The Unlit Prices will be adjusted upward or downward to reflect
changes in the cost of operations by the Cost Adjustment Method using indices
applicable to Collection, and the meltholdiollogy as set forth below, on the
anniversary date of the Contract (the ",Cost Adjustment Date"), except that the
first anniversary date shall be October 1, 2013, and the first Cost Adjustment
shall only represent changes in the indices applied here,in for the previous six
months using index numbers from March and September of 20113.
All indlices used represent either the Employment Cost Index (ECI)l or
components of the Producer Price Index (PPI)i, and are, all published by the U.S,.,
Department of Labor, Bureau of Labor Statistics (BLS,). Since some BLS, data are
not finalized for several months, cost adjustments may be corrected when all
data used are issued, as final. If BLS changes the, methodology for calculating
ECI or components of the PPI, which cause historical data used to, calculate this
cost ad'juistment to be restated such changes shall only apply to future
,adjustments and not to adjustments already implemented.
The Contractor has agreed to convert its entire fleet of diesel powered
collection vehicles that service the City under this Contract to CN�G, not later than
March 31,, 2016. The Contractor agrees to replace the No. 2 C iesel Fuel
component referenced in Attachment C with a U.S. Energy Information
Administration CNG Price Index beginning on, Apri,l 1, 2016, which is three years
from the Effective Date of this Amendment. An example of a current U.S. Energy
Information Administration CNG Price Index is available for illustration purposes
at http,,,//www.eia.2ov/dnav/n ist/n3O5lOca3m.htm. In, the event the U.S Energy
Information Administration ceases to publish a CNG index, the parties hereto
agree to substitute another equally authoritative index or measurement of change
reflecting the cost of' purchasing CNG as may be then available so as to carry out
the intent of this provi,sion.
Cost adjustments shall not exceed five (5) percent in any Contract Year, and
fifteen (15), percent in any four consecutive years. 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 Unit Fees that will be charged by the Contractor.
On the next billing date after the recelilpt and approval by the City of the
I
requested cost adjustment, -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 ncrease or
decrease applicable to that portion of the current period which, has elapsed, and
thereafter, the Unlit Fees charged by the Contractor shall, be modified to reflect
Attachment B
Cost Adjustment Method
The Service Unit Fees for Co,ll,e�cti�on of Municipal Solid Waste, Single-stream
Recyc,l:ables, Brush & and Waste and Bulky Waste: colliected from within the
City, under the Con-tract and other fees set forth on Attachment A, will be
adjusted by the Contractor for the second and subsequent Contract Years of the
Term of Contract,. The Unit Prices will be adjusted, upward or downward to reflect
changes in the cost of operations by the Cost Adjustment Method using indices
appliicabile to Collection, and the methodology as set forth below, on the
anniversary date of the Contract (the "Cost Adjustment Diate")I, except that the
-first anniversary date shall be October 1, 2013, and the first Cost Ad'ustment
J
shall only represent changes in the indices applied herein for -the previous six
months using index numbers -from March and September of 2013.
1
All indices used represent either the Employment Cost Index (ECI) or
components of -the Producer Price Index (PPI), and are all, published by the U.,Sl.,
Department of' Labor, Bureau of Labor Statistics (BLS). Since some BILS data are
not finalized for several months, cost adjustments may be corrected when all
data used are issued as final. If BILS changes the methodology for calculating
ECI or components of the PPI,, which cause 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.
The Contractor has agreed to convert, its entire fleet of diesel powered
collection vehicles that service the City under this Contract to CNG not later than
March 31, 2016. The Contractor agrees to replace the No. 2 Diiesel Fuel
component referenced in Attachment C with a U.S. Energy Information
Administration CNG Price Index beginning on April 1,1 201,6, which is three years
from the Effective Date of this Amendment. An exampille of a current U.S. Energy
Information Administration CNG Price Index is available for illustration purposes,
at http-:HWWW.ei-a.gov/dnav/ng/h*ist,/n3O5Oca3ni.htm. In the event the U.S Energy
Information Administration ceases to publish a CNG1 index, the parties hereto
agree, to substitute another equally y authoritative index or measurement of change
reflecting the cost of purchasing CNG as may, be then available so as to carry out
the intent of this provision.
Cost adjustments shall not exceed five (5) percent in any Contract Year and
-fifteen (15) percent in any four consecutive years. 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 Unit Fees that will be charged, by the Contractor.
On the next billing date after the receipt and approval by the City of the
requested cost adjustment, 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 Unit Fees charged by the Contractor shall be modified to reflect
M101
any change until the next Cost Adjustment Date, and a corriparat-ive statement is
received and approved by the City.
Any fixed pass-througlh or add-on surcharges, or costs, such as State fees on
tonnage, host municipality benefit fees, or any other government mandated
surcharge, shall not apply to the cost adjustment and wil,l be deducted from the
Unit Fees prior to calculating, any annual cost adjustment.
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 I s percentages of the indices that
shall constitute the basis for adjustment of the Unit Fees under this Contract. The
percent of change, applied to cost adjustment shall be carried out to three (3)
decimal, places without rounding.
tack Indices and, Contractor's Percentage of Index to, be AppiIied
In the, Cost Adjustment
Employment Cost Index (815%)
Contractor has designated 85% of Unit Fees to be, adjusted by the ICI, a BILS
index separate from PPI. ECI data for "South" under the "Region (3)1$ category
shall be used for the adjustment calculation.,
N . 2, Diesel Fuel (15%)
Contractor has designated 15% of Unit Fees to be adjusted by the No. 2, Diesel
Fuel component of"Fuel and Related Products and Power" in the PI I, which is
found under the "051" Commodity Code, "Fuels and Related Products and Power",
" 573030,2 No. 2 diesel fuel".
Example
Following is an exampile of the application of these indices with Con-tractor's
percentages for cost adjustment. In the example bellow, an annual factor of -
,3.762,% would be applied to, Contractor's base Unit Prices to determine the Unit
Prices for the next Contract Year.
JU
Contractor's Fee Applicable Previous Current Index Index %Applied
Adjustment Indices Index lnx Index Va I u e Percentage to Cost
Percentage Value Value Change Change Adjustment
Employment Cost Index 8S% 1510.2 146.3, -3.9 -2-60% -2.207%
.............—
% I...............
Diesel Fuel 15 116.7 104.6 -12.1 -10-37% -1.55S%,
Attar hImenIt C
GUARANTY AGREEMENT
""ie x i s
THIS GUARANTY AGREEMENT is made and dated as o ,P' 2013,
between Waste Management, Inc., a Delaware corporation organized a, -sting under the
laws of the State of Delaware (together with any permitted successors and assigns hereunder,
the "Guarantor"), and the City of Fort Worthi, a municipal corporation organized and existing
under the laws of the State of Texas ("City"),.
RECITALS
The City and Waste Management of Texas,, Inc., a corporation organized and
existing! under the laws of the State of Texas and duly authorized to do, business in the State of
Texas (the ""Corm have entered into a Contract for Collection Services to the City,
"'Ol a I
dated e32.11Z �2013,1 as, amended' from time to time (the "Contract") whereby
,om :y has agreed to provide Collection Services,, all as more particularly described
the, Corri ny has
therein. Company in this Agreement shall mean Contractor as defined in the Contract.
The Company is subsidiary of the Guarantor.
The City wiilll enter i'nto the Contract only if the Guarantor guarantees the
performance by the Company of all of the Company 11 s responsibilities and obligations under the
Contract as set forth in this Guaranty Agreement (the "Guaranty'l").
In order to induce the execution and delivery of the Contract by the City and in
consideration thereof, the Guarantor agrees, as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.11. DEFINITIONS. For the purposes of this Guaranty, the term
"Obligations" means the amounts payable by, and the covenants and agreements of, the
I I
Company pursuant to the terms of the Contract. Any other capitalized' word: or term used but not
defined herein is used as defined in the Contract.
SECTION 1.2., INTERPRETATION. In this Guaranty, unless the context
otherwise requires.*
(A) References Hereto. The terms "hereby", "hereof", ""herein"", "'"hereunder"'"
and any similar terms refer to this Guaranty, land the term "hereafter" means after, and the term
'
""heretofore"' means before, the date, of execution and delivery of this Guaranty.
B end�er and' Pl'urall Words of the masculine gender mean and include
( ) -Gl
correlative words of' the feminine and neuter genders and words importing the singular number
mean and include the plural number and vice versa.
(C) Persons. Words importing persons include firms,,: companies,
associations, general partnerships, lirnited partnerships, trusts, business trusts, corporations
and other 'legal entities, including public bodies, as well as individuals.
A Head in . The table of contents and any headings, preceding, the text of
the Articles, Sections and subsections of this Guaranty shall be solely for convenience of
reference and shall not constitute a part of this Guaranty, nor shall they affect, its meaning,
construction or effect.
(E), Entire Agreement; A,uthorit This Guaranty constitutes the entire
agreement between, the parties hereto wilth respect to the transactions contemplated by this
Guaranty. Nothing in this Guaranty is intended to confer on any person other than the
Guarantor, the City and their permitted successors and assigns hereunder any rights or
remedies under or by reason of this Guaranty,
(F) Counte . This Guaranty may be executed in, any number of original
counterparts. All' such counterparts shall constitute, but one and the same Guaranty.
(G) Ap able Law. This Guaranty shall be governed by and construed in
accordance with the applicable laws of the State of'Texas.
(H) Severabli2y., If any clause, pirovision, subsection, Section or Article of this
Guaranty shall be ruled invalid by any court of competent Jurisdiction, the invalidity of any such
clause, provisioni, subsection, Section or Article shall not affect any of the remaining provisions
hereof, and this Guaranty shall be construed and enforced as if such invalid portion did not exist
provided that such construction and enforcement shall' not increase the Guarantor's liability
beyond that expressly set forth herein.
(1) Approvals. All approvals, consents and acceptances required to be given,
or made by any party hereto shall be at the sole discretion of the party whose approval, consent
or acceptance is required.
(J) Payments., All payments required to, be made by the Guarantor
hereunder shall be made in lawful money of the United States, of America.
ARTICLE 11
REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR
SECTION 11.1.REPRESENTATIONS AND WARRANTIES OF THE
GUARANTOR. The Guarantor hereby represents and warrants that:
(A) Existence and Powers,. The Guarantor is a duly registered company
organized and validly existing under the laws of Delaware, with, full legal right,, power and
authority to enter into and perform its obligations under this Guaranty.
(B), Due Authorization, and Binding! Obligation. The Guarantor has duly
authorized the execution and delivery of this Guaranty, and this Guaranty has been duly
executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation
of the Guarantor, enforceable against, the Guarantor in accordance, with its terms except insofar
as such enforcement may be affected by bankru'ptcy, insolvency, moratorium or by general
equity principles of reorganization and, other similar laws affecting creditors' rights generally and
general principles of equity.
(C) No Conflict. Neither the execution or delivery by the Guarantor of' this,
Guaranty nor the performance by the Guarantor of its obligations hereunder (1) to the
Guarantor's knowledge conflicts with,, violates or results in a breach of any law or governmental
regulation applicable to the Guarantor, (2) conflicts with, violates or results in a material breach
of any term or condition of the Guarantor's corporate charter or by-laws or any judgment,
decree, agreement or instrument to which the Guarantor is a party or by which the Guarantor or
any of its properties or assets are bound,l or constitutes a default under any such judgment,
decree) agreement or instrument, or (3) to the Guarantor's knowledge will result in the creation
or imposition of any material encumbrance of any nature whatsoever upon any of the properties
or assets of the Guarantor except as permitted hereby.
(D) No Governmental A royal Re aired. N'o approval, authorization, order
or consent of, or declaration, registration or filing with, any Governmental Body is required of the
Guarantor for the valid execution and delivery by the Guarantor of this Guaranty,, except, such as
shall have boon dully obtained or made.,
(E) Ng_Litigation,. Except as disclosed, in the Guarantor's filings with the
Securities, and Exchange Commission, pursuant to the requirements of the Securities Exchange
Act of 193,4, as amended, there is no action, suit or other proceeding, at law or in equity, before
or by any court or Governmental Body, pending or, to, the, Guarantor's knolwledg�e, threatened
against the Guarantor which, has a likellih,00ld of an unfavorable decision, rulings or finding that
Would materially and adversely affect the validity or enforceability of this Guaranty.
(F) No Le al Prohibition., The Guarantor has no knowledge of any Applicable
Law, in effect on the date as of which this representation is being made which would prohibit the
performance by the Guarantor of this Guaranty and the transactions contemplated by this
Guaranty.
(G) Consent to Agreements, The Guarantor is fully aware of the terms and
conditions of the Contract.
(H) Consideration. This Guaranty is made in furtherance of the purposes for
which the Guarantor has been organized, and the assumption by the Guarantor of its
obligations hereunder will result in a material benefit to,the Guarantor.
ARTICLE III
GUARANTY COVENANTS
SECTION 111.1. GUARANTY TO CITY. The Guarantor, hereby absolutely,,
presently, 'irrevocably and unconditionally guarantees to the City for the benefit of the City
(1) the full and prompt payment when due of' each and all of the payments required to, be
credited or made by the Company under the Contract (including all amendments and
supplements thereto) to, or for the account of, City, when the same shall become due and
payable pursuant to this Guaranty, and (2) the full and prompt performance, and observance of
each and all of the Obligations. Notwithstanding the unconditional' nature of the Guarantor's
obligations as set forth, herein, the Guarantor shall have the right to assert the defenses
provided in Section 3.4 hereof against claims made under this Guaranty.
SECTION 111.2. RIGHT OF CITY TO PROCEED AGAINST GUARANTOR.
This Guaranty shall constitute a guaranty of payment and of performance and not of collection,
and the Guarantor specifically agrees that in the event of a failure by the Company to pay or
3
perform any Obligation guaranteed hereunder subject to the applicab�l�e notice and cure;
provisions as they apply to the Contractor; the City shall have the right to proceed' first and
directly against the Guarantor under this Guaranty and without proceeding against the Company
or exhausting any other remedies against the Company which the City may h�ave�. W'ithout
limiting the foregoing, the Guarantor agrees that, it shall not be necessary, and t,hat the
Guarantor shall not, be entitled to require, as a condition of enforcing the liab!ility of the
Guarantor hereunder, that the City (1) file sulit, or proceed to obtain a personal judgment agai,nst
the Company or any other person that may be liable for, the Ob�lligiations or any part, of the
Obligations, (2) make any other effort to obtain payment or performance of the Obligations from
the Company other than pirovild�i�ng the, Company with, any niot,ice of such payment or
performance as may be required by the terms of the Contract or required to be given to the
Company under Applicable Law, (3) foreclose agai,nst or seek to realize upon any security for
the Obligations, or (4,) exercise any other right or remedy to which the City is or may be entitled
in connection, with the Obligations or any security therefore or any other guarantee thereof,
except to the extent that any such exercise of such other right, or remedy may be a condit,ion to
the Obligations of the Company or to the enforcement of remedies under the Contract. Upon
any unexcuse,d failure by the Company in the payment or performance of any Obligation and
the giving of such notice or demand, if any, to the Company and Guarantor as may be required
in connection with such Obligation and this Guaranty,, the liability of the Guarantor shall be
effective and shall' immediate,ly be paid or performed!., Notwilthsta,ndin�g the City's right to
proceed directly against the Guarantor, the City (or any successor) shall not be entitled to more
than a, single full performance of the obligations in regard to any breach or non-performance
thereof'.
SECTION 1111.3. GUARANTY ABSOLUTE AND UNCONDITIONAL The
obligations of the Guarantor hereunder are absolute, present, irrevocable and unconditional, and
shall remain in ful,l force and effect until the Company shall have fully discharged the Obligations
in accordance with their respective terms, and except as provided in Section 3A hereof, shall
not be subject to any counterclaim, set-off, deduction or defense (other than full and strict
compliance with, or release, diischarge or satisfaction of, such Obligations) based on any claim
that the Guarantor may have against the Company, the City or any other person. Without
limiting the foregoing, the obligations of the Guarantor hereunder shall not be released,
discharged' or in any way modified by reason of any of the foillolwing (whether with, or without
notice to, knowledge by or further consent of the Guarantor).-
(1) the extension or renewal of thi's Guaranty or the Contract up to the,
specified Terms of each agr�eemen�t,
(2) any exercise or failure, omission or delay by the City in the exercise of
any right, power or remedy conferred on the City with respect to this Guaranty or the
Contract except to the extent such failure, omission or delay gives rise, to an applicable,
statute of limitations defense with respect to a specific claim;
(3) any permitted transfer or assignment of rights, or obligations under the
Contract by any party thereto (other than, a permitted assignment to a replacement
contractor in the event of a termination of the Comipany pursuant to Sectilon: 20 of the
Contract), or any permitted assiginment, conveyance or other transfer of any of their
respective interests,
(4) any permitted assignment for the p�urpo�se of creating a security interest or
mortgage of all or any part of the respective interests of the City;
(5) any renewal, amendment,, change or modification in respect of any of the
terms and conditions of'the Contract;
(6) any failure of title with respect to all or any part of the respective interests
of any person in the Disposal Site and/or Processing Facility (if app!l�icable),
(7) the voluntary or involuntary liquidation, dissolution, sale or other
d:isposition of all or substantially all the assets, marshalling of assets and liabilities,,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, moratorium, arrangement, composition with creditors or readjustment of,
or other similar proceedings against, the Company or the guarantor, or any of the
property of either of them, or any allegation or, contest of the validity of this Guaranty in
any such proceeding it is specifically understood,: consented and agreed to that, to the
extent permitted by law, this Guaranty shall remain and continue in full force and effect
and shall be enforceable against the Guarantor to the same extent and with the same
force and effect as if any such proceeding had not been instituted ands as if no rejection,
stay, termination, assumption or modification has occurred as a result thereof, it being
the intent and purpose of this Guaranty that the Guarantor shall and does hereby waive
al�l rights and benefits which might accrue to it by reason of any such proceeding),
(8) except as permitted by Sections 4.1 or 4.2 hereof, any sale or other
transfer by the Guarantor or any Affiliate of any of the capital stock or other interest of
the Guarantor or any Affiliate in the Company now or herea�fter owned, directly or
indirectly, by the Guarantor or any Affiliate, or any change in composition of the interests
in the Company,
(9) any failure on the part of the Company for any reason to perform or
comply with any agreement with, the Guarantor,
(10) the failure on the part of the City to provide any notice to the Guarantor
which: is not required to be given to the Guarantor pursuant to this Guaranty and to the
Company as a condition to the enforcement of obligations pursuant to the Contract,*
(11), any failure of any party to mitigate damages, resulting from any default by
the Company or the Guarantor;
(12) the merger or consolidation of any party into or with any other person, or
any sale, lease, transfer, abandonment or other disposition of any or all of the property
of any of the foregoing to any person!
(13) any legal disiabil�ity or incapacity of any party; or
(114), the 'fact, that entering into any transaction by the Company or the
Guarantor was invalid or in excess of the powers of such party.
Should any money due or owing under this Guaranty not be recoverable from the Guarantor
due to any of the matters specified in subparagraphs (1) through (14) above; then,, in any such
case, such money, together with all additional sunis, due hereundeir, shall nevertheless be
recoverable from the Guarantor as though the Guarantor were, principal obligor in place of the
Company pursuant to the terms of the Contract and not merely a guarantor and shall be paid by
the Guarantor forthwith subject to the terms of th�iis Guaranty. Notwithstanding anything to the
5
contrary expressed in this Guaranty, nothing in th�is, Guaranty shall be deemed to amend,
modify, clarify, expand or reduce the Compan�y s rights, benefits, duties or obligations under the
Contract. To the extent that any of the matters, specified in sub paragraps (1) through (6) and
(8) through (14) would provide a defense to, release, discharge or otherwise affect the
Company's Obligations, the Guarantor's obligations under this Guaranty shall be treated the
same.
SECTION 111.4. DEFENSES, SET-OFFS AND COUNTERCLAIMS.
Notwithstanding any provision contained herein to the contrary, the Guarantor shall be entitled
to exercise or assert any and all legal or equitable rights or defenses: which the Company may
have under the Contract or under Applicable Law (other than bankruptcy or insolvency of the
Company and other than any defense which the company has expressly waived in the Contract
or the Guarantor has expressly waived in Section 3.5 hereof or elsewhere hereunder), and the
obligations of the Guarantor hereunder are subject to such counterclaims, set-offs or defenses
which the Company is permitted to, assert pursuant to the Contract, if any.
SECTION 111.5., WAIVERS BY THE GUARANTOR. The Guarantor hereby
uncondit,ionally and irrevocably waives:
(1) notice from the City of its acceptance of this Guaranty;
(2) notice of any o f t he events referred to, in Section 3.3 hereof,, except to, the
extent that notice is required to be given as a condition; to the enforcement of obligations
under the terms and conditions of the, Contract;
(3) to the fullest extent lawfully possible, all notices which may be required by
statute, rule of' law or otherwise to preserve intact any rights agia,inst the Guarantor,
except any notice to the Company required pursuant, to the Contract or Applicable Law
as a condition to the performance of any obligation under the terms and conditions of
this Contract,
(4) to the fullest extent lawfully possible, any statute of limitations defense
based on a statute of limitations period which may be app,l:icable to guarantors or parties
in similar relationships) which would be shorter than the applicable statute of limitations
period for the underlying claim,
(5) any right,to require a pro:ceedling first against the Company,
(6) any right to require: a proceeding first against any person;
(7) any requirement,that the Company be joined as a party to any proceeding
for the enforcement of any term or condition of the Contract",
(8) the requirement of, or the notice of,, the filing of claims by the City, in the
event of the receivership or bankruptcy of the Company; and
(9) all demands upon the Company or any other person and all other
formalities the omission of any of'which, or delay in performance of which, might, but for
the provisions of this Section 3.5,! by rule of law or otherwise; constitute grounds for
relieving or ischar iingi the Guarantor in whole or in part from its a�bsolllute, present,
irrevocable, unconditional and continuing obligations hereunder.
6
SECTION 11�1.6. PAYMENT OF COSTS AND, EXPENSES. The Guarantor
agrees to pay the City on demand all reasonable costs and expenses, legal or otherwise,
(including counsel fees), incurred by or on behalf of the City in successfully enforcing by Legal
Proceeding observance of the covenants, agreements and obligations contai-ned in this
Guaranty against the Guarantor, other than the costs, and expenses that the City, incurs in
performing any of its obligations under the Contract.
SECTION 111�.7. SUBORDINATION OF RIGHTS,. The Guarantor agrees,
that any right of subrogation or contribution which it may have against the Company as a result
of' any payment or performance hereunder is hereby fully subordinated to the rights of the City
hereunder and that the Guarantor shall not recover or seek to recover any payment made by it
hereunder from the Company until the, Company and the Guarantor shall have fully and
satisfactorily paid or performed and discharged the obligations giving rise to a claim under this
Guaranty.
SECTION 111.8. SEPARATE OBLIGATIONS; REINSTATEMENT. The
obligations of the Guarantor to make any payment or to perform and discharge any other duties,
agreements, covenants, undertakings or obligations hereunder shall (1) to the extent permitted
by Applicable Law, constitute, separate and independent obl�igiations of' the Guarantor -from its
other obiliigations under this Guaranty, (2) give rise to separate, and independent causes of
action against the Guarantor, and (3) apply irrespective of any indulgence granted from time to
time by the City. The Guarantor agrees that this Guaranty shall be automatically reinstated' if
and to the extent that for any reason any payment or performance by or on behalf of the
Company is rescinded or must be otherwise restored by the City,, whether as a result of any
proceedings in bankruptcy, reorganization or similar proceeding, unless such rescission or
restoration is pursuant to the terms of the Contract or the Company's enforcement of such terms
under Applicable Law.
SECTION 111.9. TERM. This Guaranty shall remain in full force and effect
from the date of execution and delivery hereof until all of the Obligations of the Company have
been fully paid and performed. This Guaranty shall be effective irrespective as to when the
commencement date occurs.
ARTICLE IV'
GENERAL, COVENANTS
SECTION IV.1. MAINTENANCE OF CORPORATE EXISTENCE.
(A) Consolidation, Mer er, Sale or Transfer., The Guarantor covenants that during
the term of this Guaranty it will maintain its corporate existence; will not dissolve or otherwise
dispose of all or substantial'Ily al�l of its assets and will not consolidate with or merge into another
entity or permit one or more other entities to consolidate with or merge into it, unless the
successor is the Guarantor and the conditions contained in clause (B) below are satisfied;
Provided,, however, that the Guarantor may consoll�idate with or merge into, another entity, or
plermi�t one or more other entities, to consolidate with or merge into it, or sell or otherwise transfer
to another entity all or substantially all of its assets as an entirety and thereafter dissolve if the
successor entity (if' other than the Guarantor) (a) assumes in writing all the obligations of the
Guarantor hereunder and, if required by law, is duly qualified to do business in the State of
Texas, and (b), delivers to the City an opinion of counsel to the effect that its obligations under
this Guaranty are legal, valid, binding and enforceable subject to applicable bankruptcy and
similar insolvency or moratorium laws.
A Continuance of Obligations. If a consolidation, merger or sale or other
transfer is made as permitted by this, Section 4.1, the provisions of this Section 4.1 shall
continue in full force and effect and no further consolidation,, merger or sale or other transfer
shalil be made except in compliance with the provisions, of this Section 4.1i. No such
consolidation) merger or sale or other transfer shall have the effect of releasing the initial
Guarantor from its liiabil�ity hereunder unless a successor entity has assumed responsibility for
this Guaranty as provided in this Section 4.1.
SECTION IV.2. ASSIGNMENT. Without the prior written consent of the
City, this Guaranty may not be assigned by the Guarantor, except pursuant, to Section 4-1
hereof,
SECTION IV.3. QUALIFICATION IN TEXAS. The Guarantor agrees, that,
I
so long as this Guaranitly is in effect, if required by law,1 the Guarantor will be duly qualified to do
I
business in the State of Texas.
SECTION IVA CONSENT TO JURISDICTION. The Guarantor
irrevocably: (1) agrees that any Legal Proceeding arising out of this Guaranty shall be brought in
the State or federal courts, in Fort Worth, Texas, having appropriate jurisdiction; (2) consents to
the jurisdiction of such court in any such Legali Proceeding; (3) waives, any objection which it
may have to the laying of the jurisdiction of any such Legal Proceeding in any of such courts;
and (4), waives, its right to a trial by jury in any Legal Proceeding in any of'such courts.
SECTION IV-5- BINDING EFFECT. This Guaranty shall inure to the
benefit of the City and it's permitted successors and assigns and shall' be bindings upon the
Guarantor and its successors and assigns.
SECTIONS IV.,6., AMENDMl ENTS, CHANGES ANOD MODIFICATIONS. This
Guaranty may not be amended, changed or modified or terminated and none of its provisions
may be waived,1 except with the prior written consent of the City and of the Guarantor.
81
r%
olECTION IV.7. LIABILITY. It is understood and agreed to by the City that nothing
contained herein shall; create any obil'�igatioln of or ri t to l! ok to any director,1 officer,, employee oir
stockholder of the Guarantor (or any Affiliate, thereof) for the satisfaction of any oibiliga,t,ions, herelundeir',
and no Judgment, order or execution with respect to or in connection with this Guaranty shall be taken
against any such director, officer, employee or stockholder.
SECTION IV.8. NOTICES. All notices, demands, requests and other
communications hereunder shall be, deemed su iii ent and iven if in writin�g and delivered in
person to the following addresses or sent by first class mail and facsimile, to such addresses:
(a), If to the Guarantor, Waste Man,a nit, Inc.
1001 Fannin Street, Suite 4000
Houston, Texas 77002
Attn: General Cou�nsel
(b) If to the City: City of Fort Worth, Code Compliance Department
1000 Th roc kmorton
Fort Worth, Texas '76102
Attn: Kim Mate, Assista,nt Director of',Solid Waste
With a copy to.: it Manager, and
City Attorney's Office
Either party may, by like notice, deli n, to further or different a dresses to which subsequent notices
shall be sent. Any notice hereunder signed on behalf of the notifying party by a duly authorized attorney
at law shall be valid and effective to the same extent as if signed on behalf of such party by a duly
authorized officer or employee. Notices and communications given by mail hereunder shall be deemed to
have been given five (5) days after the date of dispatch; all other notices shall be deemed to have been
given upon receipt.
4/16/13
IN WITNESS WHEREOF', the Giu�arantoir has caused this Guaranty to be executed in its name
and on its behalf by its duly, authorized officer as of the date first above written.
Waste Management, Inc., as Guarantor
A 'T' ST: By:
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Printed Na me: 7
Title,.-
ITTEST
By:
Printed Name: 1)rA r'rPiq'kr
J " Tifle:
Accepted and Agreed to by:
[City S al�] CITY OF FOR WORTH
0 e_
ATTEST w By-.
Daniels
Printe e Charles
Title: Assistant City Manager
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4/16/13
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utty o Fort Worth, Texas
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COUNCIL ACTION., Approved on, 1/29/2,013,
CONTINUED FROM A PREVIOU'S WEEK
DATE.- Tuesday, January 15, 2013' REFERENCE NO.,:l C-26067
LOG NAME: 23WIVI RESIDENTIAL COLLECTION 110 YEAR EXTENSION
SUBJECT:
Conduct a Public Hearing and Authorize First Ten Year Extension and Restatement, of'City Secretary
Contract No. 2835,8,with Waste Management of'Texas, Inc., for Collection of Residential Garbage, Refuse
and Small Bulky Waste, Recyc,l'ables,, Certain Commercial Solid Waste, Yard Wastel Construction and
Demolition and Large Brush, and Large Bulky Waste (ALL COUNCIL DISTRICTS)
............. .......... ................
RECOMMENDATION:
It is recommended that the City Council-,
1. Conduct a public hearing on City Secretary Contract No. 28,358 with Waste Management oif'Texas,l
Inc., for the collection of residential garb:age, refuse and small bulky waste, recyclables, certain
commierciall solid waste, yard waste, construction and demolition and large brush, and large bulky waste,
and
2. Authorize the First Ten Year Extension and Restatement of City Secretary Contract No. 28358 with
Waste Management of Texas,, Inc., to begin on April, 1, 2013, and expire on March 311 2023 with two
remaining ten year renewal options.
DISCUSSION-.
11111l'_
On November 5, 20021, (M&C C-19340) the City Council authorized City Secretary Contract No. 28358
(Contract) for the collection of'residential garbage, refuse and small bulky waste, recyclables, certain
commerc,ial solid waste, yard waste, construction, and demolition and large brush, and large bulky waste,
with Waste Management of Texas, Inc. (Waste Management), which commenced' on April 1, 2003. The
initial contract was for a 10 year term with three 10 year renewal options.,
Biased on the negotiated terms and conditions reached with Waste Manaiglemienit, Staff reiccolmiends that
the City Council authorize this First Extension and Restatement of the Contract with certain other
amendments. Waste Management has agreed to a reduction of the rate from the amount of$121.44 to
$11.82, which, is charged to the City per hiousehoild'. As part of the rate reduction, Waste Management has
agreed to waive the authorized annual cost adjustment in the amount of$0.31 per household for the last
contract year of the existing term as well as the initial term of the extension. These blase rate reductions,
are projected to save the City approximately the amount of$19.4 mlillion, over the term of the 10 year
extension. Waste Management has also agreed to the following amendments,to the Contract:
Waste Management will provide 125 Big Belly solar trash compactors to the City (25 per year for the
first five years of the Contract) at no cost to the City,
Recyclebank Reward's program extended for one additional year at a reduced rate in the amount of
$0.37 monthly per household;
Waste Management wild coin vert its residential fleet of 105 trucks to compressed natural gas instead
Logname.- 23WM RESIDENTIAL COLLECTION 10 YEAR EXTENSION Page ] of
of diesel powered engines within the first,three years of the renewal term, and
Waste Management will construct a new truck fleet support and maintenance facility within the city
limits within the first three years of the renewal term.
A
rest altement of the Contract is necessary to eliminate the provisions, which the City has amended and
Marc not appilicable and/or incorporate previously amended terms and conditions as approved by City
Council. All other terms and conditions shall remain the, same. The estimated cost for these collection
services for Fiscal Year 2013-2014 is in the amount olf'$130,555,933.00. The estimated value of-this
Contract over the 10 year term is in the amount of$369,140,713.00.
M/WBE -Waste Management agrees to maintain its initial M/WBE commitment of 25, percent that it made
on the original Agreement and extend and maintain the same MANBE commitment of 25 percent to all
prior amendments up to andi inclusive of this First Extension and Restatement. Therefore, Waste
Management remains in compliance with the City's M/W'BE Ordinance and aft'ests,to, its commitment by its
signature on the Acceptance of Previous M/WBE Commitment form executed by an authorized
representative of its company.
i
RENEWAL OPTIONS - This Contract may be renewed for up to two remaining consecutive 10 year terms
at the City's option. This action does not require specific City Council approval provided that the City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term and
provided all terms and conditions remain the same.
FISCAL INFORMATION / CERTIFICATIGN:
The Financial Management Services Director certifies that funds are availabl in the current operating
budget, as appropriated, of the Solid Waste Fund.
FUND CENTERS:
TO-Fund/Account/Centers F'ROlM': Fund/ ccwu nt/Centers
2) 1 4 539120 0239902 $30,555,933.00
CERTIFICATIONS:
Submitted for Cily Manager's Offlice by: Charles Daniels (01'00)
Orlg"Inafiin Departmen't Head; Brandon Bennett (6345,)
Addifilonall Information Contact: Kim A. Mote (5153)
...........
ATTACHMENTS
1. PE64-539120-0239902.docx (CFW Inteirnial)
2. Waste MCana oment MWBE APCF Commitment Foirm.pdf (CFW Internal)
Logname.- 23 WM RESIDENTIAL COLLECTION 10, YEAR EX"I'I ENSION Page 2 of 2