HomeMy WebLinkAboutContract 28353 p .; . ;
CITY SECRETARY
CONTRACT
GUARANTY AGREEMENT
From
ALLIED WASTE INDUSTRIES, INC.
to
THE CITY OF FORT WORTH, TEXAS
Dated
as of January-3A 2003
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TABLE OF CONTENTS
Page
ARTICLE
DEFINITIONS AND INTERPRETATION
Sectionl.Ol. Definitions................................................................................................................2
Section 1.02. Interpretation-----..—.—._..-----._..--..—.---...--,.--..----_.—..—..2
ARTICLE II
REPRESENTATIONS AND WARRANTIES 8FTHE GUARANTOR
Section 2.01. Representations and Warranties of the Guarantor...................................................4
ARTICLE III
GUARANTY COVENANTS
Section 3.01. Guaranty tV the City.................................................................................................6
Section 3.02. Right Vfthe City toProceed against Guarantor.......................................................0
Section 3.03. Guaranty Absolute and Unconditional..----..-------.—...---...--..-...--..—..h
Section 3'U4. Defenses, Set-Offs and Counterclaims---_----...--..—..—.—.—..-....----..-N
Section 3.05. Waivers 6vthe Guarantor........................................................................................M
Section 3.06. Payment of Costs and Expenses ..............................................................................9
Section 3'07. Subordination of Rights----_..---..--..—..--.—..—.---..-.----.—.--....Q
Section 3.08. S .—.-...—...—.--...--..----....----.—..9
Section3.09. Tenn.......................................................................................................................l0
ARTICLE IV
GENERAL COVENANTS
Section 4.01. Maintenance 0f Corporate Existence.....................................................................ll
Section 4.02. AS —.-_....-.---_--_-----.—..--.---.-..—.—.—..--.—.----ll
Section 4.03. Qualification iu Texas............................................................................................ll
Section 4.04. Consent to Jurisdiction...........................................................................................ll
Section 4.05. Binding Effect........................................................................................................l2
Section 4.06. Amendments, Changes and Modifications.--..--.—.---..-----.—...—..--l2
Section 4.07. Liability.--.--.-----.---..-----.-,,—.--..---..-----.---.—..--.]2
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT is made and dated as of January_, 2003, between
Allied Waste Industries, Inc., a corporation organized and existing under the laws of the State of
Delaware (together with any permitted successors and assigns hereunder, the "Guarantor"), and
The City of Forth Worth, Texas (the"City").
RECITALS
The City and Allied Waste Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware and duly authorized to do business in the State of Texas (the
"Lessee"), have entered into an Agreement to Lease and Operate the Southeast Landfill, dated as
of January&, 2003, as amended from time to time (the "Agreement") whereby the Lessee has
agreed to provide transfer station facilities, operation of the transfer station, and disposal services
for solid waste, all as more particularly described therein.
The Lessee is an indirect subsidiary of the Guarantor.
The City will enter into the Agreement only if the Guarantor guarantees the performance
by the Lessee of all of the Lessee's responsibilities and obligations under the Agreement as set
forth in this Guaranty Agreement(the"Guaranty").
In order to induce the execution and delivery of the Agreement by the City and in
consideration thereof,the Guarantor agrees as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.01. Definitions. For the purposes of this Guaranty, the term
"Obligations" means the amounts payable by, and the covenants and agreements of, the Lessee
pursuant to the terms of the Agreement. Any other capitalized word or term used but not defined
herein is used as defined in the Agreement.
Section 1.02. 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, and the term "hereafter" means after, and the term
"heretofore"means before,the date of execution and delivery of this Guaranty.
(B) Gender and Plurality. Words of the masculine gender mean and include
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, limited partnerships, trusts, business trusts, corporations and other legal
entities, including public bodies, as well as individuals.
(D) Headings. 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; Authority. This Guaranty constitutes the entire
agreement between the parties hereto with 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) Counterparts. This Guaranty may be executed in any number of original
counterparts. All such counterparts shall constitute but one and the same Guaranty.
(G) Applicable Law. This Guaranty shall be governed by and construed in
accordance with the applicable laws of the State of Texas.
(H) Severability. If any clause, provision, subsection, Section or Article of
this Guaranty shall be ruled invalid by any court of competent jurisdiction, the invalidity of any
such clause, provision, 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.
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(n Approvals. All approvals, consents and acceptances required to be given
or made by any parry hereto shall be at the sole discretion of the parry 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.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR
Section 2.01. Representations and Warranties of the Guarantor. The Guarantor
hereby represents and warrants that:
(A) Existence and Powers. The Guarantor is a company duly organized and
validly existing under the laws of the State 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 bankruptcy, insolvency, moratorium or by general equity
principals 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, 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 Approval Required. No approval, authorization, order
or consent of, or declaration, registration or filing with, any governmental authority is required of
the Guarantor for the valid execution and delivery by the Guarantor of this Guaranty, except such
as shall have been duly obtained or made.
(E) No 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 1934, as amended, there is no action, suit or other proceeding, at law or in equity, before
or by any court or governmental authority, pending or, to the Guarantor's knowledge, threatened
against the Guarantor which has a likelihood of an unfavorable decision, ruling or finding that
would materially and adversely affect the validity or enforceability of this Guaranty.
(F) No Legal 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 Agreement.
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(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
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ARTICLE III
GUARANTY COVENANTS
Section 3.01. Guaranty to the 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
Lessee under the Agreement (including all amendments and supplements thereto) to, or for the
account of,the 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 3.04 hereof against
claims made under this Guaranty.
Section 3.02. Right of the 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 Lessee to pay or perform any
Obligation guaranteed hereunder, the City shall have the right to proceed first and directly
against the Guarantor under this Guaranty and without proceeding against the Lessee or
exhausting any other remedies against the Lessee which the City may have. Without limiting the
foregoing, the Guarantor agrees that it shall not be necessary, and that the Guarantor shall not be
entitled to require, as a condition of enforcing the liability of the Guarantor hereunder, that the
City (1) file suit or proceed to obtain a personal judgment against the Lessee or any other person
that may be liable for the Obligations or any part of the Obligations, (2) make any other effort to
obtain payment or performance of the Obligations from the Lessee other than providing the
Lessee with any notice of such payment or performance as may be required by the terms of the
Agreement or required to be given to the Lessee under Applicable Law, (3) foreclose against 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 therefor
or any other guarantee thereof, except to the extent that any such exercise of such other right or
remedy may be a condition to the Obligations of the Lessee or to the enforcement of remedies
under the Agreement. Upon any unexcused failure by the Lessee in the payment or performance
of any Obligation and the giving of such notice or demand, if any,to the Lessee and Guarantor as
may be required in connection with such Obligation and this Guaranty, the liability of the
Guarantor shall be effective and shall immediately be paid or performed. Notwithstanding 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 3.03. Guaranty Absolute and Unconditional. The obligations of the
Guarantor hereunder are absolute, present, irrevocable and unconditional and shall remain in full
force and effect until the Lessee shall have fully discharged the Obligations in accordance with
their respective terms, and except as provided in Section 3.04 hereof, shall not be subject to any
counterclaim, set-off, deduction or defense (other than full and strict compliance with, or release,
discharge or satisfaction of, such Obligations) based on any claim that the Guarantor may have
against the Lessee, 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
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any of the following (whether with or without notice to, knowledge by or further consent of the
Guarantor):
(1) the extension or renewal of this Guaranty or the Agreement up to the
specified Terms of each agreement;
(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
Agreement 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
Agreement by any party thereto (other than a permitted assignment to a replacement
constructor or operator in the event of a termination of the Lessee pursuant to
Article XIV of the Agreement), or any permitted assignment, conveyance or other
transfer of any of their respective interests in the Southeast Landfill;
(4) any permitted assignment for the purpose of creating a security interest or
mortgage of all or any part of the respective interests of the City or any other person in
the Southeast Landfill;
(5) any renewal, amendment, change or modification in respect of any of the
Obligations or terms or conditions of the Agreement;
(6) any failure of title with respect to all or any part of the respective interests
of any person in the Southeast Landfill;
(7) the voluntary or involuntary liquidation, dissolution, sale or other
disposition 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 Lessee or the Guarantor, or any of the property of
either of them, or any allegation or contest of the validity of this Guaranty or the
Agreement 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 and 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 all rights and benefits which might accrue to it by reason of any such proceeding);
(8) except as permitted by Sections 4.01 or 4.02 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 Lessee now or hereafter owned, directly or indirectly, by
the Guarantor or any affiliate, or any change in composition of the interests in the Lessee;
(9) any failure on the part of the Lessee for any reason to perform or comply
with any agreement with the Guarantor;
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(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
Lessee as a condition to the enforcement of Obligations pursuant to the Agreement;
(11) the merger or consolidation of any parry to the Agreement 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;
(12) any legal disability or incapacity of any parry to the Agreement; or
(13) the fact that entering into the Agreement by the Lessee or the Guarantor
was invalid or in excess of the powers of such parry.
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 (13) above, then, in any such case,
such money, together with all additional sums due hereunder, shall nevertheless be recoverable
from the Guarantor as though the Guarantor were principal obligor in place of the Lessee
pursuant to the terms of the Agreement and not merely a guarantor and shall be paid by the
Guarantor forthwith subject to the terms of this Guaranty. Notwithstanding anything to the
contrary expressed in this Guaranty, nothing in this Guaranty shall be deemed to amend, modify,
clarify, expand or reduce the Lessee's rights, benefits, duties or obligations under the Agreement.
To the extent that any of the matters specified in subparagraphs (1) through (6) and (8) through
(13) would provide a defense to, release, discharge or otherwise affect the Lessee's Obligations,
the Guarantor's obligations under this Guaranty shall be treated the same.
Section 3.04. 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 Lessee may have under the Agreement
or under Applicable Law (other than bankruptcy or insolvency of the Lessee and other than any
defense which the Lessee has expressly waived in the Agreement or the Guarantor has expressly
waived in Section 3.05 hereof or elsewhere hereunder), and the obligations of the Guarantor
hereunder are subject to such counterclaims, set-offs or defenses which the Lessee is permitted to
assert pursuant to the Agreement or under Applicable Law (other than bankruptcy or insolvency
of the Lessee and other than any defense which the Lessee has expressly waived in the
Agreement or the Guarantor has expressly waived in Section 3.05 hereof or elsewhere
hereunder), if any.
Section 3.05. Waivers by the Guarantor. The Guarantor hereby unconditionally
and irrevocably waives:
(1) notice from the City of its acceptance of this Guaranty;
(2) notice of any of the events referred to in Section 3.03 hereof, except to the
extent that notice is required to be given as a condition to the enforcement of Obligations;
(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 against the Guarantor,
except any notice to the Lessee required pursuant to the Agreement or Applicable Law as
a condition to the performance of any Obligation;
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(4) to the fullest extent lawfully possible, any statute of limitations defense
based on a statute of limitations period which may be applicable 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 proceeding first against the Lessee;
(6) any right to require a proceeding first against any person or the security
provided by or under the Agreement except to the extent the Agreement specifically
requires a proceeding first against any person(except the Lessee) or security;
(7) any requirement that the Lessee be joined as a party to any proceeding for
the enforcement of any term of the Agreement or this Guaranty;
(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 Lessee; and
(9) all demands upon the Lessee 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 3.05, by rule of law or otherwise, constitute grounds for
relieving or discharging the Guarantor in whole or in part from its absolute, present,
irrevocable,unconditional and continuing obligations hereunder.
Section 3.06. 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 contained in this Guaranty against the Guarantor,
other than the costs and expenses that the City incurs in performing any of its obligations under
the Agreement, where such obligations are a condition to performance by the Lessee of its
Obligations.
Section 3.07. Subordination of Rights. The Guarantor agrees that any right of
subrogation or contribution which it may have against the Lessee as a result of any payment or
performance hereunder is hereby fully subordinated to the rights of the City hereunder and under
the Agreement and that the Guarantor shall not recover or seek to recover any payment made by
it hereunder from the Lessee until the Lessee and the Guarantor shall have fully and satisfactorily
paid or performed and discharged the Obligations giving rise to a claim under this Guaranty.
Section 3.08. 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 obligations of the Guarantor from its other obligations
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 Lessee 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 Agreement, or the Lessee's enforcement of such terms under Applicable Law.
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Section 3.09. 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 Lessee have been fully
paid and performed. This Guaranty shall be effective irrespective as to when the Operation
Commencement Date occurs.
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ARTICLE IV
GENERAL COVENANTS
Section 4.01. Maintenance of Corporate Existence. (A) Consolidation, Merger,
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 substantially all 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 or the surviving entity is the
Guarantor and the conditions contained in clause (2) below are satisfied; provided, however, that
the Guarantor may consolidate with or merge into another entity, or permit 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 (1) the successor or the
surviving entity (if other than the Guarantor) (a) if not transferred by operation of law, 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 (b) at the request of the City 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, and
within six months following such transaction(2) any such transaction does not result in the credit
rating of the long-term unsecured debt of the successor Guarantor (or the surviving entity, if the
Guarantor) by a nationally recognized rating service within six months following such
transaction being lower than that of the Guarantor immediately preceding such transaction.
(B) Continuance of Obligations. If a consolidation, merger or sale or other
transfer is made as permitted by this Section 4.01, the provisions of this Section 4.01 shall
continue in full force and effect and no further consolidation, merger or sale or other transfer
shall be made except in compliance with the provisions of this Section 4.01. No such
consolidation, merger or sale or other transfer shall have the effect of releasing the initial
Guarantor from its liability hereunder unless a successor entity has assumed responsibility for
this Guaranty as provided in this Section 4.01, and if such transaction results in a Material
Decline in Guarantor's Credit Standing, the successor Guarantor shall provide credit
enhancement.
Section 4.02. Assignment. Without the prior written consent of the City, this
Guaranty may not be assigned by the Guarantor, except pursuant to Section 4.01 hereof.
Section 4.03. Qualification in Texas. The Guarantor agrees that so long as this
Guaranty is in effect, if required by law, the Guarantor will be duly qualified to do business in
the State of Texas.
Section 4.04. 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 Forth Worth, Texas having appropriate jurisdiction; (2) consents to the jurisdiction of
such court in any such Legal 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.
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Section 4.05. Binding Effect. This Guaranty shall inure to the benefit of the City
and its permitted successors and assigns and shall be binding upon the Guarantor and its
successors and assigns.
Section 4.06. Amendments, Changes and Modifications. This Guaranty may not
be amended, changed or modified or terminated and none of its provisions may be waived,
except with the prior written consent of the City and of the Guarantor.
Section 4.07. Liabilily. It is understood and agreed to by the City that nothing
contained herein shall create any obligation of or right to look to any director, officer, employee
or stockholder of the Guarantor (or any Affiliate thereof) for the satisfaction of any obligations
hereunder, 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 4.08. Notices. All notices, demands, requests and other communications
hereunder shall be deemed sufficient and properly given if in writing and delivered in person to
the following addresses or sent by first class mail and facsimile,to such addresses:
(a) If to the Guarantor:
District Manager
Allied Waste Systems, Inc. dba, Trinity Waste Services
6200 Elliott Reeder Road
Fort Worth, Texas 76117
Allied Waste Industries, Inc.
Corporate Secretary
15880 N. Greenway-Hayden Loop
Scottsdale,Arizona 85260
(b) If to the City:
Office of the City Manager
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Either parry may, by like notice, designate further or different addresses 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.
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed in its
name and on its behalf by its duly authorized officer on this day of January, 2003.
THE CITY OF FORT WORTH,TEXAS ALLIED WASTE INDUSTRIES, INC.,
as Guarantor
Gary Jackson
City Manager
B p , 24Aa "" By:
City Manager Name:
Title:
APPROVED FOR FORM AND LEGALITY:
David Yett
City Attorney
By: J"L
54L s-V c vv N A-r--\
ATTEST:
Gloria Pearson
City Secretary
By: J
Gontrac Authorization
Date
00ffick RECORD
"CC� 8E( �
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City of Fort Worth, Texas
Mayor and Council Communication
DATE REFERENCE NUMBER I LOG NAME PAGE
11/19/02 C-19358 1 52CONTRACT 1 of 2
SUBJECT APPROVAL OF CONTRACT WITH ALLIED WASTE SYSTEMS, INC. D/B/A TRINITY
WASTE SERVICES FOR THE LEASE AND OPERATION OF THE CITY'S SOUTHEAST
I LANDFILL
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to negotiate and execute an agreement with Allied Waste Systems, Inc.
d/b/a Trinity Waste Services for the lease and operation of the City's Southeast Landfill and to
provide disposal services for the City's municipal solid waste; and
2. Authorize the agreement to begin March 1, 2003, and expire February 28, 2023, or for the life of the
site if site-life is less than 20 years. An option has been included to extend the contract for up to ten
years if the life of the site allows for such an extension. The estimated cost for FY2002-2003 is
$665,405. The estimated revenue for FY2002-2003 is $9,909,618, which includes a lump sum
payment of$9,617,951 on March 1, 2003, and $291,667 in landfill lease payments. The net present
value of this contract, when taking both revenues and expenditures into account, is estimated to be
$77,820,580 in net revenue over the 20-year term of the contract.
DISCUSSION:
On July 2, 2002, the City received responses to a Request for Proposal (RFP) for a variety of solid
waste services to include leasing and operating the City's Southeast Landfill and providing services for
the disposal of municipal solid waste. Following initial proposal evaluations, the evaluation committee
comprised of 14 representatives from the City Manager's Office, M/WBE Office, Internal Audit, Finance
and Law Departments with significant input from the consulting firm of Gershman, Brickner and Bratton,
solicited best and final offers from the RFP respondents. After evaluation of these best and final offers
(see Attachment A), firms were selected for interview, presentations and negotiations. Trinity Waste
Services is recommended as awardee for the lease and operating agreement based on evaluation
factors enumerated on the RFP proposal evaluation matrix (see Attachment 13).
Public forums inviting citizen and provider comments were held on March 4 and 5, 2002. A draft RFP
was mailed to all known providers on April 2, 2002 to solicit comments from industry. This RFP was
advertised on June 19, 2002 and June 26, 2002. The Purchasing Division solicited proposals from all
known solid waste service providers including those in the purchasing system database, advertised on
DemandStar.com and proposal notices were sent to other firms in related industries.
A pre-proposal conference was conducted on May 30, 2002 with approximately 40 providers in
attendance. A total of nine responses were received for all solid waste services with four responses for
the lease and operation of the landfill.
PROPOSAL EVALUATION - See attached evaluation matrix.
City of Fort Worth, Texas
Mayor and Council Communication
DATE REFERENCE NUMBER � LOG NAME PAGE
11/19/02 C-19358 52CONTRACT 2 of 2
SUBJECT APPROVAL OF CONTRACT WITH ALLIED WASTE SYSTEMS, INC. D/B/A TRINITY
WASTE SERVICES FOR THE LEASE AND OPERATION OF THE CITY'S SOUTHEAST
LANDFILL
M/WBE - Allied Waste Systems, Inc. d/b/a Trinity Waste Services has committed to 20% M/WBE
participation for this service, even though M/WBE participation was not required.
RENEWAL OPTION - This contract may be renewed for up to a ten-year term at the City's option to
allow the landfill to reach full capacity. This action does not require specific City Council approval
provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during
the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated,
of the Solid Waste Fund, and that subsequent year operating costs will be budgeted. The
Environmental Management Department will be responsible for the collection of revenues under this
agreement.
CB:k
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
PE64 464022 0525001 $9,617,951.00
Charles Boswell 8511 PE64 464022 0525001. $ 291,667.00
Originating Department Head:
APPROVED 11/19/02
Jim Keyes 8517 (from) AS AMENDED
PE64 539120 0525004 $ 665,405.00
Additional Information Contact:
Brian Boerner 8079