HomeMy WebLinkAboutContract 28358 (2)STA�:`� 4F TEXAS
COLJI�dTIES OF TARRAI�IT,
DE1�T'i'ON A1�TD WISE
§
§ �tiY �����i'��� `
� ���T�ACi � �
§ - -
C�NTRACT FOR GOLLECTI4N �F RESIDEI�ITIAL GARBAGE, REFUSE AlliD
,�IVIALL BULKY WASTE, RECYCLABLES, CERTAII�T COMI�ViERCIAL 50LID
W��TE, YARD WASTE, C&D Al�D LARGE BRU�H A1�iD LARGE BULKY WASTE
THIS CONTR.ACT is made and entered into hy and betwe�n the City of Fort Worth, a
home-rule municipal corporation in Tarrant Cou�ty, Texas, acting herein by and through Libay
Watsc�n, its duly au�orized Assistant City Manager, her�inafter called "City", and Waste
Mana�ement of Texas, Inc., a Texas corporation doing l�usiness in Texas,_.acting herein by and
thrat�gh � .�, �• � �. _:, its duly autharized 1=--� -�� �'- � • � ' � � ; hereinafter called
"Confractor."
THIS CONTRACT shall be for the exclusive colleciian of residential Garbage, Refuse and Small
Bulky Waste, RecycFablas, certain Commercial So1id Waste as designated by the Di�ector, �Yard
Waste, C&D and Large Brush and Large Buiky Waste within the City unless otherwi �e set forth
herein or by amendmen.t to this Contract.
KNOW ALL BY THESE PRESENTS:
1,
DEFIlVITIONS
in this Contract, the follawing words and phrases shall he d�fined as follows;
�liate shall mean any parent, subsidiary, or any other entity controllin�, controlled by, or
und�r common control, of Waste Management, Inc., Waste Mariagament Holdings, Inc., or
Waste Management of Texas, Inc.
Applicable Law sha�i mean any statute, law, constitution, charter, ordinance, resolution,
judgment, order, decree, rule, regulation, directive, interpretation, standard ar similarly binding
autharity, which in any case, sha11 he enacted, adopted, prornui�ated, issned or enforced that
reIates to or affects the City, the Coniractor, or Yhe perFarmance by a party of its obligations
hereunder.
BuIky Items shall mean indoor/autdoor furnitura; treated lumber, construction materials,
mattresses and bax springs, carpet, swing sets, plastac swimm�ing pools, iarge toys, bicycles, fish
aquanurns, large household appliances, and other similar items.
City shali mean the City of Fort VVorth, Texas.
COI�ITRACT FOR CQC.�,�CTION SEItVICES
CRL Final Document 01.07.03
�
City Collector shall mean Yhe Person, fiu�m, corparation ar association or the agents or
employs�s thereof to whom the City shall have granted franchise or a permit, ar designated as
duly authorized to collect, receive, carry, haul or transport Salid Waste and/or Recyclables
within the City.
Coliection Ser�ices shall mean removal of Salid Waste or Recyclabl�s �or transpart elsewhere,
or caus� such to iae done.
Commercial Sol'td Waste shall mean all types af So1id Waste genera�ed by stores, offfces,
restaurants, warehouses, and other non-manufacturing activities, excluding residential and
industriat wastes.
Cnmmercial Waste Cantainer shall mean a truck-loaded or truck-emptied non-disposable
coniainer, commonly referred to as a� dumpster, used- for the collection of Commercial Garbage
and Refuse. _ �- • ,. . ,
Cammission shall mean the Texas Commission of Environmental Quality {TCEQ), form�rly
kn�wn as the Texas Natural Resource Conservation Commzssian (TNRCC).
Consfructiou and Demolition Waste {C & D) sha11 mean waste resulting frorn constructian ar
demolition projects; includes ali materials t1�at are directly or indirectly the by-products of
construction work or. that result from demo�ition of buildings and other structures, including, but
not lirnited to, bricks, concrete, other masonry materials, paper, cartans, gypsum board, wood,
excelsior, rubber, and plastics.
Contract shall mean this document, the RFP and ail Attachments to this document.
Contractor shall mean Waste Management of Texas, Inc.
Contract Year shall mean October through September of each y�ar, except that the first
Contract Year shall be the partial year Agril 1, 2003 f�rough Septemher 3a, 2003.
Cost Adjusfinent Method shall mean the adjustment of unit prices for collection of rnaterials
under this Contract with the City by #he Contra�tar for each year af the Contract. The first
adjustment shall cover the period l�etween April 1, �043 through September 30, 2003 according
to the pracedure shown in AttacYunent C a�d shall be effecti�e October 1, 2003. The price may
be adjusted upward or downwazd ta reflect changes in the cost of opera#ions by a cost adjustment
calculation using indices appl�cable to certazn services.
Day shall rnean calendar day, unless otherwise specificd.
DE1VI shall m�an the City's Department of Environmental Management.
Director shall mean the Director of DEM o� his/her designated representative.
CONTRACT FOR COLLECTIOI�i SERVI�ES
CRC, FinaE Document 01.07,03
2
Disabl�d Carryout shall mean col�ectian of Garbage, Trash and RecycIables pro�ided to
disabled persons at the door or another designated location rather than curbside as designated by
the Director.. Bu1ky Items and Yard Wasta shall b� callecteci at the c�.�rb.
Disposal shalt mean dumping or depositing of Solid Waste into or onto. �a Disposa! Facility so
that the waste ar any constituent thereof is introduced into tY�e environment.
Disposal Facility shall m�an a sanitary Iandfill or other Solid Waste Disposal Facility permitted
by TCEQ and/ar other applzcable regulatory agency with jurisdiction and utilized for the receipt
ar final c�ispositian of Solid Waste generated �ithin the City.
Elective Carryout shall mean Collectioz� oi Garbage, Trash and Recyclables at the door rather
than curbside in.cluding, but not Iimited to, service provided to disabled persons at a rate set £orth
on Attachment A. Bulky Items a�d Yard Waste shall be collected at the curb.
Garbage sha11 mean Solid Waste consisiing of putrescib�e animal and v�getable waste materials
resulting from the handling, preparation, cooking, and consumption of food, including waste
rnaterials from markets, storage facilities, handling, and sale af produce and other faod products.
Governmental Body shall mean, as appropriate, any one or several of any court of competent
jurisdiction, the United States af America, the State of Texas and/vr any appropriate jurisdiction
over activities reiating to tk�e services �rovided far under the terms of this Cont�act; ar any
agency, authority, regutatory body ar subdivision of any oF the above as may have jurisdiction
aver or power ar�d authority to regulate ihe City, the Cantractor, or the collection of Solid Waste
and Recyclables.
Government Appravals shalZ m�an all �icensas, permits and apprctvals required fram any
Governmental Body for perfarmance of the Contractor's obligations under this Contract.
GVW shall mean gross velucie weight.
Guarantor shall mean Waste Management, Ine.
Guaran#y sha11 mean the Guaranty Agr�ement, date� as of [�(� �%], 2003 from the
Guarantor to the City. �
Hazardous Waste shall mean any Solid Waste identified or listed as a Hazardous Waste by the
aciministratar of the United States Envi.ronmental Protection Agency {LT.S.E.P.A} pursuant io the
federal Solid Waste Dispasal Act, as amended by the Resource Conservation and Recovery Act
of 1976, 42 USC, §6901 et seq, as amended. �
Large Bulky. Waste shall mean larger discarded Bulky Items such as White Goods, mattresses,
carpets, large furniture, and oversized Yard Waste (tree trunks, roat balls, larg� branch�s) but
specifically excludes Treated Wood.
CONTRACT FOR COI.T.ECTIOIV SER�ICES
CRL Fi�al bocument 91.0'7.D3
Large Brush shall mean less than t�n (10} cubic yards in �alume of shruh lirnbs, trimmings and
tree Iimbs or sections gxeater than three �nches in c�iamei�r, untreated lumber {free of hardware
and nails) and other sirnilar items, and excludes tree surgery and related work, which become the
responsibility_ af the contractor hired by a Service Unit.
Letter of Credit sha11 mean as it is described in S�ction 24.
Material Oblig�iion of City sha�I mean those services ar duties for which this Contract calls
upon by the City to perform un2ess specifically noted otherwise within the terms of this Cantract,
and for �which, by the terms of this Contract may constitute grounds fox penalties or termination
if tk�e Ci#y fails to perform such services or duties.
Nlaterial 4bligatian of Cantractor sha11 mean the acts or ornissions of Cantractor as set forth
in Seetion 14.A3. beiow. .
Medical Waste shail mean waste generated by health-care-related iacilities and associated with
healthcarre activities, not including Garbage or Rubbish g�nerated from off c�s,lcitchens, or othar
non-healthFcare activities. The term includes special waste from health caxe-related facilitias
wl�ich is � comprised of animal waste, bulk blood and bload producis, micrabiological waste,
pathological waste, ara.d sharps as those terms are defined in 25 TAC � 1.132 (Deiinitian,
Treatment, and Disposition of Special Waste from Health-Care Related Facilities) or any
successor. The term does nat include Medical Waste produced on farmland and ranchland as
defined in Agrieulture Code, §25�.001(6) {Definitions--Farmland or ranchland) or any successox,
nor daes �he term include artificial, nonhuman materials r�moved from a patient andJox requeste�
by a patient, inciuding but not limited to arthopedic devices an� implants.
MWBE shall mean a minority or vvamen's business enterp�ise.
Performante Bond shall mean a corporate surety bond that guarantees compansatian to the City
in the event ihat thc City must assume the obligatio�s or duties of the Contractor in order to
continue the sarvices defined in the Canfract.
Person shall mean any individual, partnership, cv-partnership, firm, company, corparation,
assaciation, joint stock campany, trust, es#ate, govern�nental entity, or any other legal entity; or
their legal representatives, agents, or assigris. This definition includes all Governmental Bodies.
Pracessing Facility sha11 mean a faciliiy whose activitias include, but are not �irnited to, the
separation and preparation oi Solid Waste for reuse or Disposal or separation and preparation of
Recyclables or Yard Waste to produce a rnarketabie comrnodity or product(s) for beneficial use.
Recyclables shall mean material that has heen recovered or diverted from the nan-hazardous
Solid Waste stream for purposes of reuse, recycling, or recla�mation, a substantial portion of
which is consistenti� used in the manufacture of products, which rnay oiherwise be praducad
using raw or virgin materials. Racyclables are not Solid Waste, Hawever, Recyclables may
C4NTT2ACT FOR COLLECTION SEI2VTC�S
CRI. �'inal Docucnent 41.07.D3 -
4
become Solid Waste at such iune, if any, as it is abandaned or disposed of rather than recycled,
whereupon it will be So�id Waste with respe�t only to the party actually abandoning or disposing
of the materiai.
Recyclables Storage Car# shall mean a leak-proof container with attached lid and wheels that
will allow the automated or semi-automated collection of Recyclables and their residue.
Refuse sha11 mean nanputrescibl� Solid Waste (excluding ashes), consisting of both combustible
and noncombustible waste r�aterials. Cornbustible Refuse includes paper, rags, cartons, wood,
excelsior, furniture, ruhbex, plas#ics, yard trimmings, leaves, or similar materials;
nancombustible Refuse inciudes glass, crockery, tin cans, aiuminum cans, anetal furniture, and
similar materials that will not burn at ordinary incinerator temperatures (1,600 degreas
Fahrenheit ta 1,80Q degrees Fahrenheit).
Refuse Storage Cart shall mean a leak-proof container v�+ith at�ached lid and wheels that will
allow the automated or semi-automated col�ectian of Solid Waste.
RFP shall mean tha Request far Proposals No. 0�-0087 and all ancillary dacuments of the RFP
or Cantractor's proposal.
Rubbis� shall mean the same as Refuse.
Service Unit shall mean a Single-Family dwelIing, two-unif Multi-Family dwelfing, and
cornmercial generator that cturently sets out their municipal Solid Waste in one-way containers,
and other units such as aggregate containers and lamppost containers designated by the City for
service.
5ingle�Family Dwelling shall mean a building designed exclusively for residential occupancy
by no� more than one family.
Small Bniky Waste sha11 mean smalier discarded Bulky Items less than a half cubic yard in
volume and weighing no more than forty �4Q) pounds such as small ap�liances, furniture, and
eleciranic equipmen�.
Solid Waste shall mean any Garbage, Rubbish, Refuse, sludge from a wastewater treatment
piant, water supply treatment plant, or air pollution control facility, and other discarded material,
including salzd, liquid, semi-solid, ar contained gaseons material resulting from industrial,
municipal, commercial�, m�ning, and agriculturai operations and fram community and
instituti�nal activities. The term does nat include:
�(A) solid or dissolved material in domestic sewage, or soiid or dissolved mat�rial in
irrigation return flows, or industrial discharges subject ta regulation by perrnit issued under tk�e
Wat�r Code, Chapter 26;
CON'1'RAC7` �'OR COLLECTIOI� SERVICE3
CRT, Final bocument 4I.D7.03
(B) soil, dirt, rock, sand, and other natural or man-made inert solid materials used to fill
Iand if the obj�ct of the fill is to make the land suitable for the construction af surface
improvements.
Solid Waste Contaiuier (Sag} shali mean a sealed, leak proaf plas�ic bag of at least one (1}
rnillimeter in thicI�ess.
Southe�s# Landfll shall mean the City-owned Iandfill accepting municipal Salid Waste, located
at 5900 Dick Price Raad, Fort Worth, Texas.
Special Event 1Vlaterial sha�l mean ma#erial collected from City-sponsored events such as
"Great American Cleanup", "Library Book Recycling Program", and "Phone Boak Redirect
Pragram", which produce wastc and/or Recyclables.
Ton shall means a short ton Qf 200Q pounds. ..
Trash sha11 mean the same as Refuse.
Treated Wood shaIl mean wood that has been treated or preserved with chromated eopper
arsenate (CCA), pentachlorophenol, or other chemicals which have been classifiad as lcrrown
human carcinogens by the U. S. E. P. A.
Type IV Waste shall mean brush such as tree and slzrub limbs at�d trimmings, C&D, and/ar
Refuse fYiat are free of putrescible waste arid free ofhausehold wastes.
Unacceptable Waste shall mean any and aIl waste, including but not iinuted to Hazardous
Waste, special waste, Medical Vi�aste an� friable asbestos, the acceptance and handling of which
by Gity Collector would cause a violaiian of any permit condition, Iegal or regulatory
requirement, substantial damage to City Collector's equipment or facilities, or present a
substantial danger to the heaith or safety of the public ar City Collector's employees.
Uncontrollabie Circumstanees includes "unanticipated events," and shall mean any act, event
or condition (excluding those which result from the willful or n�gligent action or inaction of a
party} ocaurring during the term that has, or m�y reasonably be expected to have, a material and
adverse effect on a right ar an obligation o� either or both parties ta this C�ntract, if such act,
event or condition is beyond the reasonable control of the party relying thereon as �usti�ication
for noi performing under tlus Contract. Uncontrollable Circu�stances sha11 include, but are not
limited to, the �ollowing: an,act of God, landslide, lightning, earEhquake, £�re, explosion, flood,
ice storm, nucleaz radiation, acts of a public enemy or t�rrorist, war, blockade, irtsurrection, riot
or civil disturbance or any similar occurrence, or a conc�emnation ar other taking �y or on behaif
of any �ublic, quasi-public ar private entity, but not including reasonably anticipated weath�r
conditions far. the geographic area of the City;
Uncontroilable Circumstanees shall not include:
CONTRAC"C FpR GOI,T,�CTIOi�i SERV�CES
CRL Final Docutnent 01.07.03
(1) insolvency or inabzlity to pay any amount;
(2) inability to obtain any letter af credit, surety bond, payment or
performance bond or any other security required by this Cvntract;
(3) a pu�lic or private iabor dispute rela�ing to the collection�, t�znsportation vr
dispasal of 5olicl Waste.
Vehicle shall mean every deviee in, upan, or by which Contractor uses ta transport materials
and/ar waste or drawn upon a public or private highway or road to perForm the services and
related services described for by thi� Contract.
Violation shall mean any determination by a Ga�ernmental Body thaf the Contractar is in
violation of or not in compliance with any portion of i�s Governmental Approvals or Applicable
Larv. -
Wbite Goods shail mean appliancas such as refrigerators, stoves, washers, dryer� and ather large
enameled appliances, which do not contain PCB or CFC units and have been officially certified
to that effect.
Working Day sha11 mean Monday through Saturday and holidays, except New Year's Day,
Thanksgiving Day, and Christmas Day, if collection is for twice a week in bags. If collection is
for once a week in carts, then Working Day shall mean Monday through Friday and halidays,
except 1Vew Year's Day, Thanksgiving Day, and Christmas Day.
Yard Was#e shall mean leaves, y�rd trimmings, yard and garden debris, Christmas trees, and
bzush, i�acluding clean woady vegetative material not greater than four inches in diameter, which
results fram landscaping maintenance and land-clearing operations. The term does not inciude
stumps, roots, or shrubs with intact root balls, and specifieally excludes all Traated Wood.
2.
SCOPE OF CONTRACTOR'S SERVICES
Contractar hereby covenants and agrees to diligently and faithfully perfarm the servic�s
listed below (hsreinafter "Collectian Services"). Contractor shall have ihe exclusive right to
perform the Collection Services as described herain during the term of this Agreernent. These
Collection Services sha11 inciude the €urnishing of alf labor, tools, equipment, materials,
insurance, Performance Bon�ls (to the cxtent set farth herein}, supervision and aIl other items
necessary to the performar�ce af such work and services. AIl wark and services to be performad
under this Contract shall be camied out in the following mazmerr, at the times, in the locations and
at th� unit prices specified in ths ScheduZe far Collection Services as Aitachment A.
A, Collection 5ervices
1. Twice a week collec�ion af residential Garbage and Rcfuse, contained in Solid Wasta
Containers and SmalI Bulky Waste from �ervice Units within the City which hause
CONTRAC`T Fp$ COL�;�CTION SERVICES
CRL Final Document 01.07.03
two or fewer dwelling units and from such oiher similar establishments as designated
by the Director, until such time as City has converted t�o anae per week collection of
Garbage and Refuse in Refuse Storage Carts as detarmined by the Director.
2. Once a week eollection of residential Garbage and Refuse, contained in City-owned
and provided Refuse �Storage Carts, and Small Bulky Waste from. Service Units
within the Ciiy which house two or fewer dwelli�g units and from such other similar
establishments as designated hy the Director;
3. Once a week collection of Recyclal�les contained in City-awned and provided
Recyciables Storage Carts from Service Units within the City which house two or
f�wer dwelling units and from such ather establishments as designated by the
Directar;
4. Collection of Commercial Solid Waste contained in Refu,se Starage Carts or Salid
Waste Containers and Sma11 Bulky Waste commercial Service Units c�esignated by
the Directar of Enviranmental Management and at such frequency as requested by
such customer; �
5. Four times per y�ar per Service Unit collection af C&D Waste and Large Brush and
Large Bulky Waste paint fo point on demand (and such additional collectian as may
be reqnested by such customer);
6. Once a week coilection of bundled limbs, and other Yard Waste, such as yard
trirrunings in kraft bags;
7. Collection of waste in aggregate containers and lamppast containers us�d in speciai
districts in the City, as required (but not in excess of six (6) days per wcek}; and
8. Assist the City in its public �ducation and community information program and make
payments to #he City in support of City's public educatian pragra.rn in the annual
amaunt of th�ree dollars ($3.00) per Service Uni�, paid on a quarterly basis,
commencing April 1, 2003, subject to adjustment as set forth in Section 6B.
B. Designated Sarvice Area
All colZections under th� t�rms of this Contract shall be in the�incorparated limits of the City.
The designated service area may be enlargsd frorn time-to-tune by the Director as
annexation, disan,nexatian or new construction occurs,
C. Delivery
All collections under the terms of this Contract, unless otherwise determined by the Directar,
shall be delivered as follows:
1. Callected residential Garbag�, Refiise, and SmaTi Bulky Waste shall be delivered to
the Southea,�t Landfill, unless the City designates another Processin�g Facility or
Disposal Facility; �
2. Collected Recyclable� and their residue sha11 be delivered to Abifibi Consolidated
Inc., Recycling Division, located at 19�3 Meridian Street, Arlington, T�;xas, unless
' the City designates another Processing Facility; atid
3. Collected Large Bnzsh and Large Bulky Waste, Yard Waste, and Type IV C&D
materials shall be delivered to LESI Fort Worth C&D Landiill, loca�ed at 4144 Dick
Price Road, Kennedale, Texas, unless the City designates another Processing Facility
CONTRACT FOR CDLLECCEON 5ERVIC�5
CRL Fi�ai I}ocument 01.07.03
8
or DisposaI Facility.
3.
SCOPE OF CITY SERVICES
The City agrees to perform �lie follnwing services:
A. Designate a City representative ta provide timely direction to the Contractor and render
City decisians;
B. Notify the Contractar of Service Units to be added or dropged from the� �ontractar's
s�rvicas or a change in service;
C. Tiinely review and respond, if necessary, to reports submitted by Contracior;
D. Make timely paynnent� upon review and approval of invoicas submitted by the
Contractor;
E. Monitor the personnel, equipment, and Vehicle standards as described in the terms of this
Contract;
F. Manage the City's call center and in�orm Contractor of complaints made by citizens in a
timely manner;
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 Recyciables for
colleetion under the terms of this Contract and the City's ordinances;
H. Work with Contractor ta resolve co�nplex customer service issues;
I. Review and approve all route and service delivery dates; and
J. Dai�:rrnine, assess, and collect liquidated damages as deternuned lay the Directar.
,
__:►�
The term of the �Contraci shall be for a period of tan (10) years commencing an
April 1, 2003 and ending March 31, 2013. Cit�r shall have the right to extend this
Contract for up to thr�� (3) conseeutive ten-year renewal ternas, provided City and
Contractor agree to extend tlus Contract in writing at leas� thirty (30) Days prior to the
end oi�the initial term or the then currant renewal term. AIl renewals shall have the sarne
t�rms, conditions and fees as set forth herein, unless agreed to otherwise in writing by
hoth parties in aa� arnendment to this Contract.
CONTILACT FOR COLLECTION 5EI7VICE5
CRL Final Dacument 01.67.43
�
S.
PAYMENT
For and in consideration of the Collection Services performed in aceardance with this
Contract, City agrees to pay Contractor as follows:
A. Within fi#�een Days of th$ end of each month during which Callection Ser�ices are
provided by the Contractor, Contractor shall suhmit to the Director a monthly report and
invoice as shown in Attachment B, detailing monthly total activities, to include the
servicc"s pravided by Cantractor under this Coniract. The manthly report and invoice
shall contain the following:
1. quantities and nurr�ber of loads of residential Garbage, Refuse and Small Bulky waste
callected;
2. qnantities and numher of loads of Cammercial Solid Wast� colleated;
3. quan�ities and number of laads of Yard Waste collected;
4. quantities and number of loads of Large Srush and Large Bulky Waste collected;
5. quantities and number of loads of C&D waste collect�d;
6, quantities of Recyclables collected and participation rates by week;
7. quantiiies of Special Even# Material and/or disasier debris and waste collected, if any,
and/or Recyclables from special coll�ations, if any, requested by City. Contracfor
shall not have the excIusive right to this service;
8. educational and promotional act�vities;
9. receipt and resolution of complaints and inquiries;
10. outstanding claims;
i 1. MWBE participation informatian. and sfatus; and
12. monthly payments c3ue Contractar.
B. The monthly paym�nt shall be the sum of
1. The number of residential curbsid�, alley and Disabled Cariy-out Service Units of the
then current number of Service Units as determined by the City on a manthly basis,
times khe unit price for curbside and Disahled Carry-aut servicc; plus
2. The numb�r of Large Brush and Large Bulky Waste on-demand haur� for service at
any Service Unit in excess of four services in any Contract Year for such Service
Unit, times the applicable hourly rate as shawn on Attaclunent A, Contractor sb.all
submit a work order sheet for eac� location which shall detail �he tzme it taok for the
Contractar to complete such ser�ice, multiplied by the applicable hourly rate for the
equipment used. Contractor shall also submit a disposa.l ticket identifying th�
Disposal Facility �.ndlar Pracessing Facility and the weight of the materials; plus
3. The number of hours far collection of Special Event Material, times the applieable
hourly rats and Contractor shall include the work orders describing �he time it took
- Contractor to complete such services at each special event and the disposal ticka�s
identifying th.e Disposal Facility anc�/flr Processing Facility and the weight of the
waste and/ar Recyciables; plus
CONTRACT �QR COLLECTIDN SERVICES �
CkI. Final �ocument 41.07,03
� za
4. Disaster debris and any other special Cal�ection Services req�ested by City times the
applicablE rate; plus
5. The number of Elective Carry-ou[t Service Units on the current number of Sezvice
Units as defiernuned by the City an a monthly basis times #he u�it price for Elective
Carty�out Service; plus
5. The Contract price for col�ection of each commercial wut of �he curren� numb�r of
Service Units as determined by the City on a monthly basis. CQnfxactor may petition
� the City to alter the agreed upon price, basad on chang�s in Refitse and/or Garbage
generation by commercial accounts served pursuant ta City directive, no more
frequently than every thirty (30} Days %x each such commercial account; plus
7. The number of aggregate containers and Iamppost containers times the agreed upon
price for colleciion of such units; less
8. Any liquidated damages assessed hy the City as per Section 18.
C. Payment sha11 ba rnade ta the Contractor wzthin thirty (30) Days from receipt and
appro�al by the City of the Coniractar's final rnonthly statement of services provided and
Contractor's monthly report. Service Unit prices for the first year of the term of this
Contract sha11 be the amounts as specified in Ai�achment A, namely;
Once weekly eollectioxl �f (i)residential Garbage, Refusa and Small Bulky '4'Vaste
from City-owned and provided Refnse Storage Carts. S�ould such residential
Garbage, Refuse and Small Bulky Wastes exceed the quantity of the Refuse
Storage Cart at any residential Service Unit, the resident will be required to secure
a sacond Refus� Starage Cart to contain such materials. Only after the second
Refuse Storage Cart has been secured shall the Contractox have an obligation to
collect sucb materials that are plac�d outside the confines of the Refuse Storage
Carts (such materials to be more than %2 cubic yard of debris, bagged or boxed to
enable lifting, and weigh not mor� than 40 pounds}; (ii) Recyclables fram City-
owned Rec�clables Starage Carts; and {iii) bundled lirnbs, and Yard Waste in
lcraft bags. Service Unit price shall be seven dollars and seventy-nine cents
($i.'�9) per month; and (iv) Cornm�rcial Solid �iVaste in up to one R�fuse Starage
Cart from City designated Service Units at the Serviee Unit price of ten doilars
and fifty cents ($10.50) per month with price incremants for additional Refuse
Storage Carts ancUor coIlection frequency thercafter as shown on Attachment A
{commercial co�lectian frequency may be increased as requested by customer}. In
addition, Contractor shall provide four times per year, per 5ervice Unit, point-�o-
point collectian of uncontainerized C&D Waste and Large Brush and Large
BuIky Wast�,'at no additional charge and on demand, on a fee ba�is as shown on
Attachment A, thereaft�r;
2. Twice weekly coilection of resic�ent7ial Garbage and Refuse from Solid Wa.ste
� Containers (Bag) and Small Bulky Waste; once weekly collection af (i)
Recyclables fram City-owned Recyclable Storage Carts and (ii) bundled limbs,
and Ya�rd �Vaste in kraft bags; and four times per year point-to-point collection of
COI�ITRACT FOR COLL�CTCON SERVICE9
CIZL Fina1 Document 0 L07.Q3
11
uncontainerized C&D Waste and Large Brush and Large Sulky Waste at no
additional charge and on demand, on a fee basis, thereafter as shown on
Attachment A; Commercial Solid Waste fram City designated commercial
Service Units at the S�rvice Unit price af ten dollars and fifty cents ($1D.50} per
rnonth up to five So�id Waste Containers with price increments for additional
So1id Waste Containers and/or increase in service frequency thereafter as shown
on Attachmenk A. Service Unit price shall be eight dollars and farty six cents
($8.46} per month far resideniial Ser�ice Units and Disabled Carryout Service
Units.
D. Aggregate contain�rs an
establishmen�s using one
other special collectinns
d Iamppost containers used in speciai districts, commercial
way containers, Speciai Event Materials, disaster debris and
requested by the City shall be ck�arged in ihe amount� as
described in Attachment A.
E. The public education program payment specified in Section �.A.8 5ha11 be made in equal
amounts paid on a quarterly basis with the quarterl�+ payments mada on or before Juiy i st,
October lst, January lst, and April lst of each year that the Contract is in ptace.
6.
UNTT PRICE ADNSTMENT
A, Contractor herreby 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 C, as full compensation for services rendered. Contractor will submit
documentation of th� payment adjustment criteria to the City along with its annual
request for rate adjustment.
B. Contractor shall contribute three dolZars ($3.00) per Service Unit to the City in the �irst
year of tl�e Contract commencing on April 1, 2003, as provided iu� Section 2.A.8 above.
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 'V�age Eamers and
Clerical Workers} for the Dallas-Fort Worth MSA during the pr�ceding twelve (12)
months. If this method yields a decrease, Cantractor's contribution to this education
program will remain �he same as the pra�ious year. Under no circumstance, will this
payment decrease.
7.
HOLIDAYS
The fallowing Days shall be observed as holidays: New Year's Day, Thanksgiving Day,
and Christmas Day. These holidays may be changed upon the determir�ation of the Director.
Collectian shall be pravided every scheduled Day, including bad weather Days, urxless the
Director infoc�cns Cantraetor af a suspension of service.
CONTRACT ROR COLLECTION SERVICE3
CRI. Final Document 41.07.03
12
8.
LABOR FO1�CE
A. Local labor shail be used by Contractor and �irst preferenee to �ill positions availahle
su6saquent ta the date af this Contract will be given to any qualified City smployees who
are displaced as a result of this Contract. The Contractor shall notify the Director of
position openings in all service ar�as awarded to the Contractor as well as other positions
within fhe company as they b�come available through July 31, 2403. The Contracior will
further provide start dates fox all snch positions to be filled, The Directar shall provide to
the Contractor lists of displaced Cify workers who desir� to be interviewed fox
emplayment. Contractor shall interview all listed workers qualified for thc availab�e
positions. Contractor sha11 make every attemp� to emptoy these workers in positions
available as a result of this Contract as �uvell as other company positions if available in the
City and at wages and benefits comparabla io thase the City pra�ided to the empiaye�.
Contractor sha�l, with respect to each interviewed displaced worker, provide to the
Direcfior the interview date, positions o£fered, position accepted, saiary, and hiring date.
If any interviewed displaced warker is not employed, th� Contractor shall provide to the
Director (if such information is released by snch disp�aced worker), prior to fzlling the
posi�ion, written jus#i�ication for not employing the displaced warker, such as failure to
pass company phqsical, drug screening, or lack of qualifications appropriate to the
position; pravided, however, that Cont7ractar shail not be required to provide inforrnation
ta City which is prohibited by law. Hiring and employment status information is required
to be delivered to the Director no later than 15 Days ai�er the �illing of each position and
a cornprehensive hiring and employenent status r�part shall be delivered to the Director
by April 1, �.403,.with an update on May 1, 2003. Conttactor shail provide su�nrnary
reports of the emplayment histary of hired displaced City warkers each April i thereafter
during ihe term oi this Con�ract.
B. Cantractor shall provide fifteen (IS) Days' notice after a change in key personnel (e.g.,
Division President, Operations Manager and Facility Manager) to the Director and
introduce such new personnel to the Director. Coniractor may bring in from outside the
City af Fort V�orth its key personnel. All ather workers, including equipment operatars,
vehic�e drivers and laborers may be imported only after the Iocal supply o� competent
personnel is reasonahly exhaust�d by reviewing lists provided by the Director and
�ewspaper advertising. Contractor shall employ only such superintendents, foremen, and
workers who are careful, com�etent and fiilly qualified to perform the duties ar tasks
assigned ta them and shall �ake appropriate action again�t any employees or
sul�cantractors of Contractor who shal� Uehave themselves in such manner as to be
actionable or who neglect ar refuse to comply with ar carry out the directions af
Contractor.
CONTRACT FDR COLLECTIQN SERVTC�S
CRL Final �ocumerit 01.07.43
13
9.
PERSONNEL STANDARDS
A. Contractor sha11 furnish such qualified drivers, mechanical, supex-visory, cl�rical and
other personnei as may be necessary to provide the services required in a safe,
economical and eff cient manner. All drivers shall be traimed and qualified in ihe
operation of waste coilection Vehicles and must have in ef%ct a valid commercial drivers
license, of the apprapriate class, issued by the Texas Department of Public Safety.
B. Contractor shall provide suitahle operational and safety training for a1i of its employees
wha utilize nr operate Vehicles or eq�ipment %r collection oi matarials uncier the
Contract. Contractor shall train its employees in Solid Waste col�ection ta identify, and
use reasonable �ifort not to callect Hazardous Waste or infectious Medica� Waste.
C. Contractor shall nat, nor shalI it permit its employe�s to, demand ar solicit, directly or
indirectly, any adciitional compensation or gratuity from members af the public for
services provided under the Contract.
D. Contractor shall use its best efforts to assure that all amployees present a neat appeaarance
and conduct themselves in a courteous manner. Contractvr shall regular�y �rain its
employees in customer courtesy, s�all prohibit the use oi laud or profane language, and
sha11 instruct collection crews to perfor� the work as quietly as �ossible. If any
empZoyee is found not to be caurteous or not to be perfortning services in the manner
required by the Contract, Contraetor sha11 take all appropriate corrective measures, I£
City has natified Contractor of a complaint related to discotufieous or impraper behavior,
Contractor will consider reassigning t�e empioyee to d�ties not entailing contact with the
public while Contractar is pursuing its invesiigation and corrective action pxocess.
E. Contractor shall designate qualified employ�ees as supervisors of field operatians.
Supervisors will be in the field inspecting Contractor's wark and will be available by
radio ar phone during the Contractor's ho�rs of operation to k�andle caFls and compiaints
from the City, ar to follaw up on probletns and inspect Contractor's operations.
F. All e�nployees of fhe Contractor p�rformirng work under tha Contract s�all be uniformed,
showing their assaciation with tl�e Co�tractor whiZe operating in the field. Contractor
shall provide a list of currenfi employees, contractors and subcantractors to City upon
request.
G. Contractor wi11 train its employces as to the City's Solid Waste ordinance and collection
rules and regulations, ensurin� employees can answer questions from citizens and follow
. tiie City's callection ru�es at the ctub. This training is to be ongoing and reach new hires.
Contractor employees will also leave notices of improper set-out when applicable.
CONTRACT FOI{ CpLL�CTION SERVICES
C�ti. Final �ocument O1.07.03
14
�o.
VEHICLE AND EQUIPMENT STANDARDS
A. General
1. Cantractor shall pravide a fleet of co�lection Vehicles sufficient in nurnber and
capacity ta efficientiy perform the work required by the Contract in strict accordance
with its terms. Contractor shall have available an Workir�g Days sufficient back-up
Vehicles for each type of collection and Vehicies to use to respond to complaints and
emergencies. No Vehicle used in servicing this Contract shall be more than ten {10�
years 4id as of Apri1 1, 2003, ar the date service commences under the Contract,
whichever comes firs�. City representative(s) shall inspect all Vehicles to be used in
ser�icing this Contract no later than thirty (30) Days before Contract begins and each
year of tl�e Contract. C�ty shall notify Contractor about the failure of any Vehicle to
meet this requirement within ten (10) Days of inspection. Any Vehicle reaching ten
(10) years of age during the term of the Contract shall be taken out of service for
purpases af the Contract services in cornpliance with the Contract.
2. Con,tractar shall furnish and maintain all such equipment in accordance with the
standards set out in the RFP, and as is considered to be necessary for prosecution of
the work in an acceptahle manner and at a satisfactory rate of pragress.
B. List
Contractor shall identafy �n writing to khe Director, by area, a listing of:
1. Number of rontes, nurnber of Vehicles and size oi Vehicles io be proposed by
service type;
2. Number of spare Ve#�icles ta be an hand for back-up of frant-line trucks; and
3. Designated unique Vehicle number, description, and legal GVW of each Vehicie.
C. Specifications
1. All Vehicles used by Contractar and Caniractor's subcontractar(s} in providing
collection of materials un�er the Contract shall be designed to prevent leakage,
spillage or averflow. All such Vehicles shall camply with U.S. Environmental
Protection Agency noise emission regulatians and other applicable naise conkrol
regulations. Confractor shall also ensure that GVW O� �1 VGY11Ci�5j even when
loaded, does not exceed Vehicle license lirnitations to protect the highways of the
City.
2. All equipment, tools, and machinery used for Y�andling materials and execnting any
part of the work shaI1 be subject to approval by the Dir�ctor and shall be maintained
in satisfac#ory�, safe and efficient working condition in accordance v�rith the
manufacturer's specifications ancllor recommendations. Equipment used by
Contractor or Contractor's subcontrac�or(s) sha11 be such that no injury to the workers
or property should result fram its proper use. Contractor sha�l be r�sponsible for
COIVTRACT FOR COLLEC'FION SERVICES
CRL Final Document OL.07.03
15
initiating, maintaining ar�d supervising all safaty• precautions and prog�rams, in
connection with the wark and services performed hereunder. Contractor shall provide
reasonai�le protectiQn to prevent property loss or damage and/or personal injury ta
persons, includi�g but �ot Iirnited. to employees perform•ing. such wvrk and all oth�r
persons'who may be affected thereby.
D, Vehicle Identificaiian
�ontractor's name, local telephone number, City's call center telephone number and a
unique Vehicle identification number designated by Cantractor for each Velucle shall be
prominently displayed on all Vehicles. The Contractor's name, local telephane number,
City's call center telephone number shall be displayed in letters and numbers no less than
four (4) inches high and the ider�tifcation number shal! be displayed in letters a�d
numbe�rs no less than two and one-half {21/z} inches high. Contractor shall not place the
City's �ogo on-its Vehicles.
E. Vehicle and E�uipment inventa�ry �
In addition to the above requested information, Contractor shall furnish the City a written
inventory of alt Vehicles. and equipment used in providing.service, and shall update the
inventory annually wi#hin fifteen (15} Days of the Iaay as�y Vehicle or equipment is
added to or removed fram the inventary. ThE inventory shall list, all Vehicles by
manufacturer, ID number, date af acquisition, type, and capacity.
F. Cleanin� and Maintenance
Contractar and Contractor's subcontractor(s) shall maintain a11 of its properties, facilities
and equiprnent used in providing serviee under the Contract in a safe, neat, clean and
operable condition at aIl times. Vehicles used in the�collection of materials under the
Contract sha11 be thoroughly washad on a regular basis sa as to present a ciean
appearanc�. City may inspect Vehicles at any time to detemune compliance with
sanitation requirements.
G. Inspection
Cantractor and Contractar's subcontractor{s} shall inspac� each Vehicle and each piece of
equipment daily to ensure that all equipment is operating properly and complies with
Applieable Law. Velucles which are not operafing properly or do not comply with
Applicable Law shall be taken out of service until they are repaired and do operate
properiy and comply with Applicable Law. Contractar and Cantractor's subcontractor(s)
shall perform preventive maintenance and all sch�duled maintenance functions in
accordance with the, manufacturer's spscif cations and schedule. Conkractor and
Contractor's subcontractor(s) shall keep accurate records of all Vehicle maint�nance,
recorded according ta date and mileage, and shall make such records availabl� to the City
• upon request to th� extent necessary ta ensure compliance with manufacturer's
recommended sched�led Vehicle service.
COIVTRACT F�R COLLECT[ON SEIiVIC�S
CRL Finai Dacument 01.07.03
16
H. Repai�
Contractar and Contractar's subcontractor(s) shall repair, or arrange far the r�pair of, a11
of its Vehicles and equipment for which repairs are needed because of accident,
breakdown o�. any other cause so as to mair�tain all equipmen� in a safe and operable
eondi�ion, Contractor ane� Contractor's subcon�ractor{s� sha11 mainfain. accurate records
af repair, which shall include the, date/mileage, nature af repair and the signature af a
maintenance supervisar that the repair has been prroperly performed.
I. Storage
Contractor and Contractor's subcontractor(s), as applicablc, shall arrange to store all
Vehicles and othe:r equipment in safe and secure location{s), where applicable, in
accordance with City's applicable zoning regnlations.
� 11.
� MWBE REQUIREMENTS
In keeping with the City's MinoritylWamen Business Entergrise (MWBE) ordinance,
Con�ractor agrees to the follawing:
A. A rninimum of 25% of the total dollar value of �his Cantract vuil�.be,paid as� compernsation
to certified MWBE f rms, pursuant to the City's ordinance.
B. Contractor will, during the term oF this Contract, provide City with rnonthly reports
detailing its compl�ance with th� �requirernet�ts for MWBE participation, including but not
limited to the activities of-the MWBE and the doliar value of thos� services, as required
by the City. City shall have a right of access ta any and all books, records and documents
which relate ta MWBE subcantracts in orde� to audii and verify the infor;nation
contain�d in the monthly reports. Contractor sha[1 include in aIl MWBE subcontracts a
similar provisian allowing Ciiy access to subcontractor's boaks, records and documents
far these purposes.
1�.
CONTINGENCY PLAN
Within ninety (90) Days tiF the cornrnencernent of the services under the terms of this
Contract, Contrac�or shall submit to the Director far approval a eontingency pian shawing the
program and procedures Contractor will implement in the �vent of an emergency, dawntime,
outage, equipment failure or breakdawn, tabor dispute, or ather situation or condi�ion tha� would
impair Cantracior's ability ta collect Solid Waste and Recyclables, respectively, frorn tha City or
othervvise perfortn the services required under the terms of this Contract.
CdNTRACT FOR COLLECTIOlY SERVICES
CRL Final Document OL07.03
17
13.
REPORTING REOUIREMENTS
Contractor shall maintain and submit to the City accurate reports, which de�ail activity
relat�d to �he above mentioned services in a format appr,oved �by the City axid shown in
Attachment B. These reports shall include data for all materials handled from its services to the
City.
A. Monthly reports shall include the data as c�escribed in Section 5 of this Contract.
B. Annual reports sha11 report all the above data, follawing the satne f�rmat as the monthly
report.
C. �ecards shall be kept an a daily, weekly, cumula�ave monthly, and cumulative annual
basis, and shail be avai�able to the City upon r�quest.
D. Contractor shall file reports with the City in a timely manner, but on no Iess than a
monthly basis, specifying. all complaints, accidents or incidents while performing any
duties pursuant to the terms of this Contract, outages or downtime, and inspsc#ions by
any regulatory agencies during the month af the report.
E. Reports shall detail the nature and reasons for these occur.rences as well as all results,
findings and actions taken to resolve such incidents. Contractor shall also notify the
Director immediat�ly oi any fines or penaIties levied and any actions that conld have an
adv�rs� impact on the Contractor or service to the City, or both. Failure to report such
data shall subj ect the Conhactor to damages describcd in Section 1 S of this Contract.
14.
EVENT� OF DEFAULT BY CONTRACTOR
A. The fallowing shall constitute events of default on the part of the Con�ractor except to the
e�tent caused by the occurrence of an Uncontrollable Circumsta.t�ce ar City's fault unless
otherwise specified herein:
1. Failure by the Contractor to per%rm any Materiai ObIigation of Contractor under the
terrns of this Cantract, and continuance af such failure after {i) written �orice thereof
has been grovided by the Director specifying such failure and requesting that such
condition be reme�ied, and (ii) Contractor's failure to cwre the default ar immediateiy
initiate and diligently pursue reasonable action and cure such non performance within
fifteen (15) Days after.receiving notice from the Director (provided, if such fail�re is
of a nature tHat it cannot be cured within such fifteen (15) day period, Contractor shall
not be in defau�� if Cantractor comrnences the curing af such failure withzn such
fifteen ( I S) day period, and diligently pursues the curing thereo£ and both City and
Contractar agree that the failvre cannot be cured in fifteen (15} Day�}; or
CONTRACT FOR CdLLECTION SERViCES
CRL Fin�l Dacument OZ.D7.03
18
2. The Contractor being insolvent or bankrupt or ceasing to pay its debts as they mature
ar making an arrang�ment with or for the benefit of it� crec�itors or consen�ing to ar
acquiescing in the app.ointment of a receiver trustee, or liquidaior for a substantial
part of its property; or a bankruptcy, winding up, reorganization, insolvency,
arrangement, or similar proceeding instituted by the Contractor, under the laws o£any
Governmental Body or againsi the Contractor, if the Con�ractor does not take the
appropriate action to disrniss said proceedings; w�ich proceedings have not lieen
dismissed within ninety (90) Days of the institution of such praceedings; or any
action orr answer by the Cantrac#or approving, consanting to, or acquiescing in, any
such proceedings; or the event of any distr�ss, executian, or attachment upon the
praperty of the Contractor which shall substantially interfere with its performance
hereunder; or
3. The following acts or omissions by the Contractar shall constitute failwre to perf'orm a
Material Obligation af Caniractor under this Contract:
a. Failure of Contractor to comrnence work operations within fihe time specified
in the Contrac�.
b. Failure of Contraetor ta provide and ma�ntain sufficient labar, Vehiclas and
equipment or licenses, pemuts and necessa� approvals from City or a third
party to properly and legally execute the warking op�rations.
c. Evidence that Contractor has abandoned the work.
d. Evidence that Contractar has bccome insolvent or bankr�pt, or otherrnr:ise
financially unable to carry on ihe work satisiactorily.
e. Failure on the part of Cantractor to comply with any material reQuirements of
the Contract such as failura to maintain insurance or the Perfarmance Bond or
to comply with any of the Director of Enviranmental Management's material
requirements which are provided for in this Contract.
f. Indication that the Contractor has made an unauthorized assigmment of the
Contract or any funds due thereof for the benefit of any creditar or for any
other purpo5e. �
g. Failure to �upply complete and accurate information as raquired in this
Contract.
� h. Failure to maintain requirad lev�l of 1VIWBE participation.
i. Failurc: to indemnify the City as required herein.
CQNTRACT FOR C�LLECTION SERVICES
CRL Final Document O1.U7.03
19
j. Fa�sifying records or reporfs to the Gity, S�ate or Federal governments.
k.. Failure to remedy the caus.e of a complain# as descri�ed in Section 17, subject
to the provisians of �ectian 17.E b�low.
1. Failwre ta comply with Applicable La�v that affects Cont�a�tor's ability ta
perform this Contract as r�asonably determin�d by �he Directar,
B. Cify shall, as soon as praetical, notify Contractor of any failure on the Contractor's part to
comply with tl�e terms of this Contract. Af'ter xeceipt of notice from the City of an event
o�' default set forth in Section 1$.A above, Contractor shall acknowledge receipt of such
notice by telephone, iacsimile, or email within four (4) hours. Contractor shall pra�ide
the City with verbal notice of what c01�'ectiVe action has or shall be taken by the
Contraetor and shall follow up with writt�n notice descrit�ing the same along uvi�h any
additional relevant informa.tion, within forty-eight (�8} haurs. Failure to- provide
acknowledgement of reeeipt af notice, or plan of corrective action, within th� above
mentioned time period(s} shali constitute an evanf of default by the Contractar,
15.
EVENTS OF DEFAULT BY CITY
A. The following.shall constitute e�ents of default an the part of tha City, except to the
ex�ent excused by the occurrence of an Uncontrollable Circurnstance or Contractor's fault
unless o�herwise 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 (60) Days after written
notice thereof has been provided by the Cantractor specifying such failure and requesting
that such conditian be rcmedied if City ciaes not either cure the default or initiate and
diligently pursue reasonable actians �o cure such non-per%rmance notwithstanding
Section 34; ar
2. City being insolvent or bankrupt or ceasing ta pay its debts as they mature or making
an az�rangement with or for the �enefit of its creditors ar c�nsenting to or acquiescing in
the appointment of a receiver, trustee or liquidator for a substantial part of its property, or
a t�ankruptcy, winding up, reorganizafiion, insolvency, arrangement or similar proceeding
instituted by City under the laws of any,jurisdiction ar against City, i� Cily does not take
apprapriate action to dismiss said proceedings, which proceedings have not been
dismissed within ninety (90) Days vf the institution of such praceedings; or any action or
answer by City, approving of, consenting to, ar acquiescing in, any such prace�dings; or
the levy of any distress, execution or attachment upon the property of City, whicb shall
substantially interfere with its pexformance hereunder.
B. Con�ractor shall, as saon as praetical, natify City of any failure on the City's part to
comply with the terms of this Contract. After receipt of notice from the Contractor, City
CONTRACT FOIt COLLECTIOIY 5ERVICE5
CRL. Final Document Oi.07.03
20
sha11 acknowledge receipt of such notice and shall promptly provide the Contractar vvith
notice of what corrective actian has or shail be taken by the City, within a reasonable
iime, in iight of the circumstances. Failure tv pramptiy provide acknowledgement of
receipt �of no�ice, or� notice of planned corrective action, shall constitute an event of
default by the City.
16.- -
LOCAL OFFICE ANb CONTR�4CT A�MIlVISTRATION
Contra.ctor shall maintain during the term of this Contraci a fully operational business
affice within the Fort Worth metropolitan area. Contractor sliatl charge, asszgr� or delegate to thia
office fu11 authority to transact all busines's required in the performance of this Contract.
Cantractor shall designate a qualified managing agent within th� Cify vf Fart Worth or its
immediately surrvunding areas and shall identify same in writing to the City. All natices rnay be
served from the City or Dzrectar upan the designated managing agent. Service upon Contractor's
managing agent shall always canstitute service upon the Contractor.
A. Contractor's local office shail be open dr.uing� collection hours so that custorners can lodge
complaints, requests for infarmation, requests for service, etc. At a minimum, the
Contraetor's �ocal office sha�l be operi during the hours of 8;00 a.m, and 5:00 p.m.
Monday through Friday, and $;00 a.m, and 3:00 p.m. on Saturdays, or until completion of
tasks, whichever is Iatesi. Cantractor shall gerform Collection Services from the Servzce
Units hetween the hours of 7 a.m. and 7 p.m.
B. Contractor's local o�k"ice shall l�ave a responsible person in charge during collection hours
on Worlcing Da�s, and shall be equipged with sufficient communicativns technology and
sufficient compe�ent pe�sonnel ta receive all communications. Con#ractor's
communication personnel shall deal with ail camrnunications in a caur�eous and polite
manner and record all camplaints. Contractor shall xesolve all complaints in an
expeditious manner within the follawing twenty-four (�4) hours, excluding nan-Working
Days and hours. Contracior will have pre-recorded announcements far all after-hours
communications to pruvide information on holiday pickups and office hour� as well as
other information the Directar may reasonabty require.
17. •
COMPLAINTS AND NON-PERFORMANCE
A. All service camplaints recei�ed by th� City's call center shall initially be direeted to
Contractor and shall lae resolved (or resolution initiated) within twenty-four (�4) hours,
excluciing non-Working Days and hours. On a monthly basis, Contr-actor shall supply the
Directar with c�pies of all complaints� on a format specified in Attachment D, indicating
the date and hour of inquiry or complaint receipt, tha nature of the complaint or inquiry,
and the manner and timing of resolution. Complaints received after 3:Oa p.m. on Saturday
or a Uay preceding a holiday must be resalved prior ia 9:aQ a.m, on the next Working
eorr�ncr �o� coLL�crro�v s��rvic�s
CRL Final pacumcnt OI.47.03
21
Day. When a complaint is received on the Day preceding a holiday or a weekend, it shall
be pramptly serviced on the ne�t Working Day.
B. Th� Director shall notify Contractor of each complaint reported to the City throughout
each Day. It shall be the duty of Cantractor to take whatever steps may be necessary to
remedy the cause of the cc�mplaint and natify the Director of its disposition within
twenty-four {�4) hours, excluding non-Working Days and hours, after receipt oi the
comp�aint by Contractor. The Dircetor shall pravide to Contracfior a list of alI complaints
received by th� Czty each Day; Contractor may abtain this Iist from the Directar or his
representative each Day af�er 4:30 p.m.
C. Contractor shall provide the Direatar with a full explanation o� the disposition of any
camplaint involving a customer's claim of damage to pri�ate property or personal injury
as the xesult of actions of Contractor"s employees, agents, or subcon�ac#ors in the farmat
specified in Atfachment D as soon as possible, with additionai information provided as
requested by tlie Director and shall aiso include such information in th� manthly report to
tl�� �ity. _, .
D. Contractar shall work with tY�e City to notify all customers abaut complaint procedures,
rules and regulations, and Day(s) o� collection an an annual basis and:whenever there is a
change in service, Day(s) of collection, procedures, etc. comm�ncing in the firs� mon#h af
� the Contract and thereafter whenever a change in service is made. Nofice is to be in the
form as designated by tha Director distributed by Contractor to all premises served by.
Contractor. Sueh notice methodology and any rnaterials must be approved by the Directar
prior �o distri�ution an.d confornx to all Iegal requirements for accessibility.
E. Notwithstanding anything contained herein to the contrary, Contractor's failure to
remedy the cause of the complaint, ar du� ta ev�nts described in Section 1 S be�aw, shall
not be considered a material breach of tlus Contract or breach of a Material Obligation of
Contractor , and thereby not an event af deiault, U1�iLESS Contraetor's failure to
perform or act in accordance wifh the �erms of this Contracf occnrs in a consisteat
manner as reasonably determined by the Dii°ector. Notwithstanding anything
contained in this Contract to the contrary, if the Director deternunes that failure has
occu�rred in a consistent manner �and the notification. ptvicedures as described in S�ction
� 4B have been met, then the Contractor's failure to remedy complaints as described
a�ove may �e considered a failure to perform a Ma��rial.ObIigation of Cantractor.
�IS.
LiQUIDATED DAMAGES
~ Far the purpose of computing damages for CQntractor's failure ia 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 Contractar, the following amou�ts a.s �iquidated damages:
CONTRACT FOR CQLLECTION SERVICES
CRL Final Document 01.07.03
22
(1} Failure to elean up spilled Garbage, Refuse, or other Solid Waste resulting
from loading andlar transporting - each incid�nt at the same premises:
fifty dollazs {$SO.OQ). �
{�) FaYlure ta clean up spilled Recyciables resulting from Zaadmg andfur
transporting - each incident at th� same premises: fifty dollars ($50,00).
(3) Failure or neglect to collect Garbag�; Reiuse or nther Solid Waste fror�z
any, premises at those times as provided �y #his Contract within ft�ven:ty-
four (24) hours, excluding non-Warking Days and hours - each failure or
neglect or repeated instance at same premises: fifty dollars {$50.00).
(4} Failure or neglect to collecf Recyclables from any premisus at ihose tzmes
as pro�ided by this Contra�t w�ithin twer�ty�four (24�) fiours, excluding nan-
Working Days and hours - aach failure or neglect or repeated instance at
same premises: fifty dallars ($50.00):. � -
{5) Failure or neg�eat �o corrEct chroruc proble�s in any categary of service,
including failure ta meet any af the requirements as listed in the RFP
(chronic shall mean t�r�e ar more similar incidents at the same prerzuses)-
each instance: five hundred dollars ($500.00). -�
(d) C�ronic use of Vehicles for- Solid �aste �or Recycl�bles collection %r
� which the r�annfacturer's gross allowai�le v�hicle weight �xceeds the
limits allowable by City ordinance: fifty dollars {$SO.QO) p�r accurrence.
{7) Failure to provide Solid Was�e Collect'ion Service at least once during a
w�e� far Refus� Storage Cart� and at least twice a week for bags, except
in cases af holidays or during an Uncont�rollable Circumstance: fifly
dollars ($5Q.00) per occurrence per Service Unit.
($) Failurs to provide Recyalables Collectian Service at least once during a
week, except in cases of holidays or an Uncontrollable Circums�ance: fifty
dollars ($50.00} per occurrence per Service Unit,
{9) Failure to provide service far Large Brush and Large Bulky Waste for
colleetion on demand within six (b) Days of request during the months of
March`tl�rough September and within three (3) Days within the manths of
October through February as required under the terms of this Contract and
the RFP: fifty dollars ($50.00) per Day per Service Ur�it until servic� is
' completed.
(14) Failure to submit accurate reports, including marith,ly, quarterly, annual,
employment reports and others as specified in the Coniract and invoices in
CONTRACT FQR COLLECTIOIr[ SERVICTS
CRL Final Document O1.47.03
23
the specified format: non-payment of invoices until subrnissian of an
accurate and appropriately formatted in�oice and� camplete reporting
jnformation. . �
(11) Failure to tag non-eomplying brush piles or nther non-complying set-outs,
Solid Waste Cantainers (Bag) and Refuse and Recyclables Starage Carts,
ancl/or to prov�ide a copy of such notice to the Dircctor: �ifly dollars
($50.00} per flccurrence.
{12) Failure to maintain a staffed a£fice' during specified haurs: fifly dollars
($50:40) per occurrence.
(13) Faih�re� ta no�ify the DEM of� changes in key �ersonnel (e.g. Divisian
' President, Operations Manager, and Facility Mana�er) and/or to introduce
� such new personnel to the DEM: fifly dollars {$50.00) per occurrence.
� 19. _
UNCONTROLLAB�,E CIltCUNf�TANCES
A, Unconirollable Circumstance affectin� Contractar's Qb�i�ations.
� Contractor snall be excused for� the failur� to perform zts �obligations under the #errns of
� this Cantract i� sucl� failure results fram the occ�arrence oi an � ZTncantrollable
Circumstanc�e: � Contractor shall seek diligently � and in good �aith ta perform its
obligations; natwithstanding the accurrence of an Uncontro�lable Circumstanc�, to
mi.tigate the adverse effects of an Uncontrallable Circumstanc�, and to ovexcome an
Unconfrollable Circumstance as soon as practicable.
B. Uncontrollable Circumstance affectin� City's Obli�ations.
City shall be excused for tha faiiure to perform its ab�igations under the terms of this
Contract if such failure r�sults from th� occurrence�of an Uncontrallable Circumstance.
City shall�seek diligantly and in�good faith to perform its obligations, notwithstanding the
occurrence of an Uncontrollable Circumstance, tQ mitigate tha adverse effects �af an
Uncontrollable Circumstance, and to overcome an Uncontrallabie Circumstance�as soon
as practicable, ,
C. Notice of an Uncontrollahle Circumstaz�.ce.
Cont7ractor shall provide ve�rba! natice af an Uncontrollah�e Circumstance to the Director
within twenty-four {�4) hours of the Coniractor's lrnowledge of such Uncontrollable
Circum�tance and Coniiactor shall'fo�llow up with written notification� within� three (3)
Days of the Contractor's knowledge of such Uncantrollabie Circumstanc�. Such notice
' shall, at a minimum, set forth the foltawing (to th� extent then 1�►Yown ar availabie, or if
not, as' soan as practicabl� thereafter, a separate natice shall pravide-such information not
provided in t�e first notice): '
COI�[T1iACT FClii COLL�GTIONF SERViCE$
CRL Final Document p 1.0'i,03
24
l. a description of the Uncantrollable Circumstarice that lias nccurred; and
2. tlie effect; � if any, of such Uncontxoll�.ble Circumstar�c'e on Contractor's
perfvrmance or other obligations under this Contract.
D. Reinstatement of Ability #o Perform. . : , . . ,
After the resalution af aa� Uncontrollable Circumstance and the�restora�ion of Callection
Services, the Contractor shall provide written notice of a reinstatement of Callection
� Services. The City shal� reinstate the Collection Services (or shall cause reinstatement
o� unless #his Cvntract shall� have been previousl� terminated as �rovid�d herein.
E. Uncantrallabie Circ�nstance.
Neithar Coniractor nor th� �ity shall be � liable for the failure tv� perforrn their duties nor
' for any r�sultant damage, or loss, if such failure is caused by Uncontroll�.ble
Circumstances. If such Uncontrollable Circumstances �rersists far more than thirty (30)
Days, ar i�' after its [their] � c�ssation, the Contrac�or is unable to render full or substantial
perfornlance far a period of thirty� (30). Days, the City may �erminate this Contract by
giving Cantractor ten {10) Days advance written noiice.
20.
TERMINATION
AlI work and sezvices of th�is Contract may be suspended on written order of the Director
of Envi.ronmental Management or the Ciiy Manager, or the Contract may be declared terrnina#ed
by the City Council far any event of default by Contractar or Contractar's failure to perform a
Material Obligation of this Contract; provided, {i) the City has provided Contractor written
notice af such acrion or inaction constituting grounds for such suspension or termination, and {ii)
Contractor fails to cure such alleged action or inaction within thirty (30} Days of Conirac#or's
receipt of such notice. I� such event of default is of a nature that it canr�ot be cured within such
thirty (30) Day periad, the City will nat talce action to suspend or terminate this Cantract
provided Contractor commences the curing of such action ar 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 actian of the Ciiy Council shall be served on
Contractor's surety. When work zs suspended for any cause ar causes, or when the Cantract is
term�ir�.ated} Contractar shail discontinue the wark or such part ther�of as the City shall designate,
whereupon the suret}r may, at its option, assume the Contract ar that portion thereof which the
City has ordered Contractor to discontinue, and may perform the same or may, with the � wr�tten
consent of th� City, sublet th� work or thai portion of ths wark as taken over; provid�d, however,
that the surety shall exercise its-option and begin performance of the work, if at ail, within fiv�
(5} Days after the written notice io discontinue the wor�C has been served upon Contractor and
upon the surety or its authori�ed agent..The surety, in such event, shall assume Contractor's place
in all respects•�and shall be bound by all the terms and condition� af this Contra�t� Surety shall be
paid by tha�City for all work performed by it in accordance with the terms af the Cantract.
CONTRACT FOR COLLECTIbN SEBVICES
CRL Final Document 01.07.03
25
In ease the surety does not, within the above-specified time, assume the Coniract
responsibilities, or that portion thereof whic� the City has ord�red Cantractor to discontinue,
thezi the City shall have the power to perform and complete, by contract or atherwise, as it may
detertnine, tlze �woric herein described or such part � thereof as it may deem necessaty, and
Contractor agraes that the� City sha�l have the �right to procure equipment, labor and materials
necessary for the completion of the work. The City shall nat be required ta obtain the lowest bid
for the work af completing the Contract, but the expea�se to the City for same shall bc the actual
cost to the City of such work.
Tn case such expenses shail exceed khat amount which wauld have been payable under the
Contract ii the same had been fully completed by the Contractar, then the Contractar and its
surety shall pay the amount of suah excess to th� City on notice from the City of" the excess due.
When any particular part of the work is being carried an by the City by contract or otherwise,
under the provisions of this section, the Contractor shall continue the, remainder of the work in
couformity with the terms of the Contract. � � -
In all instances, Contractor and surety shall be lia�ile for a11 costs incurred hy City during
the periad after notice to discontinue the work has been served upon Contractor and the sur�ty
until sueh time as City eiiher has elected to prosecute the work of this Contract i�self or has
replacernent contractors� in place to prosecute the work with or �uithout additional City forces.
21.
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 oificer, agent, servant or employee
of the City; that Contractor shall have exolusive control of and the excl�sive righk to control the
details of the services and wark performed hereunder, and ail persons performing the same; and
shall be solely responsible for the acts aud omissions of its officers, agents, employees,
contractars and subcontractors; that the doctrine of respondeat superior shall not apply as
between Ciiy and Contractor, its officers, agents, employees, contractors and subcontractors; and
that nothing herein shall be construed as creating a partnership or joint enterprise betw�en City
and Contractor. No person performing any of t�e work and services described here�xnder shall be
consid�rad an officer, agent, scrvant or employee of the City.
��.
INDEMNIFICATION
A. CONTRACTOR SHALL RELEASE, INDEMP�iIFY, REIMBURS�, DEFEND, AND HQLD
HARMLESS, CTTY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM
AND AGAINST ANY AND ALL CLAIMS OR SUIT$ FOR PROPERTY DAMAGE OR
LOSS.. AND/OR PERSONAL 1NJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, ARISiNG OUT OF THE WORK AND SERViCES TO BE PERFORMED
HEREUNDER BY CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES,
CONTRACTORB, SUBCONTRACTORS, LICENSEES, OR INVITEES, INCLUDING
CONTRACT F�lt COLLECTEON SERVICES
CRL Final Document 01.07.03
26
DAMAGES, LQSS,INJURY OR DEATH, TO THE EXTENT CAUS�D BY ANY ERROR,
ONIISSI�l�i, DEFECT, OR D]�F�CIENCY OF CONTRACT�R IN ACCORDANCE
WITH THIS CONTRACT.
B. CONTRACTQR .DO�S HEREBY RELEASE, INDEMNIFY, REIMBURSE, DEFEND,
AND IiOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, SUITS,
DEMANDS, OR CAi1SE5 QF ACTION WffiCH MAY A,RISE DUE TO ANY LOSS OR
DAI�IAGE TO PERSOi1iAL PROPERTY, OR PER50NAL INJURY, ANDIOR DEATFI
OCCTTRRING AS A CONSEQUENCE OF THE PERFORMANCE OF THIS
CO�iTRACT, WHE1� SUCH INJURIES, DEATH, OR DAMAGES ARE CAU5ED BY
T'HE NEGLIGENCE OF C4NTRACTOR, ITS OFFICERS, AGENTS, OR EMPLOYEES,
OR SUBCONTRACTORS, QR THE JOINT NEGLIGENCE OF CONTRA.CTOR, ITS
AGENTS, OR EMPLOYEES, OR SUBCONTRACTORS, AND ANY OTHER PERSON
OR ENTITY, EXCLUDING ALL PARTIES INDEMNIFIED HEREUNDER, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT OR ONII5SI01� OF CONTRACTOR.
G THE OBLIGATIONS OF THE CONTRACTQR UNDER Tffi� SECTION SHALL
INCLUDE, BUT N�T BE LIMITED TO, THE BURDEN AND EXPENSE OF
DEFENDING ALL CLAIlVIS, SUITS, AND ADMIl�ISTRATIVE PROCEEDINGS (WITH
COUNSEL REASOI�TABLY APPROVED BY THE INDEMIriIFIED PARTIES), EVEN IF
SUCH CLAIMS, SUITS OR PROCEEDINGS ARE GROUNDLESS, FALSE, OR
FRAUDULEI�T, AND IN CONDUCTING ALL NEGOTIATIONS OF ANY
DESCRIPTION, AND PAYIl\'G AND DISCHARGING, WHEN AND AS THE SAME
SECQME DUE, A1�IY AND ALL JUDGMENTS, PENALT'IES OR OTHF�R SUMB DUE
AGAINST SUCH Il�TDEMi�T�k'�ED PERSONS.
D. UP4N LEARNING OF A CLAIM, LAWSUIT, QR OTHf�R LIABII.ITY WHICH
CONTRACTQR IS REQiTIRED HEREUNDER TO INDEMNIFY, THE CITY SHALL
PROVIDE CONTRACTOR �VITH REASONABLY TIMELY NOTICE OF SAME.
E. THE OBLIGATIONS OF THE C�NTRACTOR UNDER THIS SECTION SHALL
SiTRVIVE 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 SLTBCONTRACTORS FOR THE
PERFORMANCE OF ANY WORK iTNDER THIS CONTRACT, CONTRACTOR SHALL
REQUIRE THE SUBCONTRACTORS TD INDEMNIFY THE CITY IN A MANNER
CONSISTEI�IT WITH THIS SECTION.
23.
INSLJRANCE
Contractar shall not commence work under this Contract until it has obtained all
the insurance req�xired under the Contract, and such insurance has been approved by the
City. Contractor shall keep the required insurance in force throughout tha term af this
Contract.
CONTRACT FOR COLLECTION 3ERViCES
CRi.. Final �ocumenf dI.07,03
2'i
A. WORKERS' COMPENSATTON INSUR.ANCE: Contractar shali maintain, during the
term of tlus Contrac#, Workers' Corr�pensation Insurance at statutory limits on all af
its employees to be engaged in work under this Contract, and for all subcontractors.
Employer"s Liability (EL) Tnsurance sha11 also be maintained, at minimum 1im.its as
follows: $500,04Q each acciden�/$500,000 disease each employeel$SQ0,�00 disease
� policy limit.
B, GENERAL LTABILITY INSURANCE (CGL): Contractor shall procure and shall
maintain during the term of t�is Cantract a Commercial General Liability Insurance
Policy at a minimum limits as Two MilIion Dollars ($2,000,000) per occurrence with
an aggregate of Five Million ($5,00O,OOa) Dallars combined single �imit, inc�uding
property damag�� and personal injury coverage, during effective dates of the Contxact,
or any renewal thereaf, in order ta protect and save the City harmless against any and
a11 claims for damag� ta person, persons, or property arising from �ie Collection
Services as described in this Contract.' � Contractor sha1� also provide excess
Comrnerciai General Liability in thc amount of T�n Miltion Doltars ($10,000,000),
C. AUTOMOBILE INSiTRANCE: Contractor shalt pracure and maintain during the
term of t�is Contract Cam�rehensive Automobile LiabiIity Insurance covering all
Velucles involved with Contractor's operations under this Contract. The minimum
limit� of liability coverag� shall be in the amouzit of Two Million DolZars
{$2,040,000) per occurrence combined single lirnit, during the effecdve dates of
Contract and any renewal periad. The named insured and �mployees of Contractor
shall be caver�d under this policy. The City af Fort Worth shall be named an
Additianal insured on Endor.sement TE 9901 � or equivalent, as its interests may
appear.
D. ENVIRONMENTAL IlVJPAIRM.ENT LiABILITY (ETL) ANDIOR POLLUTIQN
LIABILITY -$10,00Q,00U per occurrence. EIL coverage(s) rnust be included in
poIicies lasted in items above; or, suc� insurance shall be provided under �eparate
policies. Liability for damage. occurring while loading, unloading and iransporting
materials collected under the Contract sha11 be included under the Automo�ile Liability
insurance or ather policy(s).
NOTB: BETWEEN A AND D ABOVE, ANY POLLE]'TI�N EXF05[JRE, INCLUDING
ENVIRONM�NTAL IMPAIRMENT LIABT�,I'I"Y, ASSOC[ATED WITH THE SERVICES AND
OPERATIONS PERFORMED UNDER THIS CON'iRACT SHALL BE COVERED; IN ADDITION TO
SUDDBN AND ACCmENTAL CONTAMINATION ANDIOIi POLLUTION LIASILITY COVERAGE,
THERE MUST BL�'NON-SUDDEN AND NON-ACCIDEhfTAL CONTAMIIVATibN AND/OR LTABILYTY
FQR GRADUAL EMIS5iON3 AND CLEAN-UF COSTS.
The.follawing shall pertain to all applicable poIicies of insurance {A. through D.) listed abave:
1. Additional Tnsured Clause: "The City of Fort Warth, its officers, agents,
employees, and raprasentatives are added as additional insureds as respects
operations and acti�iti�s oF, or on behalf of the named insured, performed under
COiVTRACT FbR COLLECf'10N SERVTC�S
CRL Final Document O1.Q7.03
28
Cont�ract with� the City of Fort Worth." An equivalent clause may be accep�ablc in
the discre�ian of the Ci#y. .
2. Subcontractors shall be covered under the Contractor's insurance palicies or they
shall provide their own insurance coverage; and, in the latter case, documentation
of coverage shall be subrnitted to the C�ntractor prior ta th� commencernent af
work and the Cantractor shall deliver such to the City.
3, Prior to commencing work under this Contxact, the Contractor shall deliver to the
City of Fort Worth insurance certifica�e(s) documenting the insurance required
and terms and clauses requir�d.
4. Each insurarxce policy required by this Contra.ct shall contain the following
clauses: "This insurance shail not be .canceled, limited in scope or coverage, or
non-renewed until after thirty (3Q) Days prior written natica has been given to the
Directar of Environmental Management, City of Fort Worth, 1Q00 Throckmarton,
Fort Worth, Texas 76102." Note: Written notice can be by Contractar or
insurance company.
5. The insurers for a11 policies must be approved to do business in the State of Texas
and b� currently rated in terms of �'inancial strength and solvency to the
satisfactian of th� Risk Management for the City of Fort Worth.
6. The ded�ctible or self-insured rat�nti�n (SIR} af�ecting the coverage required
shall be acceptable to the Risk Manager of the City af Fort Worth; and, in Iieu o�'
traditianal insurance, alternative coverage maintained through in�surance pools or
risk relatians groups must be also appraved.
24.
PERFORMANCE BOND
Contractor agre�s that upon the execution of this Conkract and befora beginnin$ wflrk, it
shall make, e�cecute and deliver to the City of Fort Worth a good and sufficient Perfarmance
Banc� in a farm furnished by the City, to secure the faithful performance of the terms and
condi�ons herein. Such Perfarmance Bond shall be in the amount of i00 percent of the
proposed cost af s�rvices as proposed by Contractor in the first year this Contract is in effect, and
shall be renewed each year thereafter throughout the term of the Contract and any renewal
penods in such amounts as the City shall require, but not I�ss ihan the esiirr�ated cost of services
for the fallowing twelve (12) months during which the services are to be performed taking into
consideration Coniractar's adjusted prices then in effect. Same shall be signed by the President
ar G�n�ra� Officer of the Con�ractor, together with the signaiure of the corporate secretary and
the corporate �seal. The surety shall be a surety company duly autharized to do business in the
State of Tex�s, and acceptable to the City Councii of the City of Fort Worth.
co�T�►cr �ox cn�,�,�crra�v sE�vic�s
CRL Fi�a] I7oaument 01.07.03
29
In lieu of tlie Performance Bond, Contractor may submit an irrevncable, direct pay Letter
of Cred�t, issued by a 1oca1 banking institution, in the amount listed abave, made out in favar af
the Cify of Fort Worth.
A11 performance security, whether Performance Bond or Letter of Credit, must be� in form
and content acceptable to the Ciiy Attazney and annual documeniatxon is required in the form of
writtcn certification from the surety company or banking institution that the said Performance
Bond or Letter of Credit remains in effect each year of the Contract. In the event thafi the
Performance Bond or Letter of Credit wi11 cease to be in effect, the surety company or banking
institution and Cantractor shall notify the Ciiy at least 30 Days in advance oF lapse, and
Contractor shall make, �x�cut� and deli�ver ta the City of Fort Worth a gooc� and sufficient
Performance Bond ar replacement Letter of Credit as described above and in the amount named
above no Iess than five (S} Days in advance af iapse af coverage.
25.
GUAR.ANTY BY PARENT COMPANY OF CONTRACTOR
(a) It is hereby agr�ed and understood by Contractor and City that Waste Managemenf,
Inc. is the "parent company" of Coniractar, or is otherwise serving as Guarantor for Cantractor.
(b) Contractor agrees that, simultaneously with the entering into af this Contract by
Contractor and Ciiy, ifs "parent company" or Guarantor sha1� execute the "Guaranty" set forth in
Attachment E af this Contract. The Contraetor agrees that th� person ar enttity executing the
Guaranty an behal£ af its "parent company" ar Guarantor shall be a person or entity authorized to
bind legally the parent company or Guarantor ta such a Guaranty.
(c) It is expressly agreed and understood by Contractor and City that the Gnaranty to be
provided and executed by Contractor's "pazent company," or Guarantar as required by this
Section, constitutes a part of the cansideration to the City for this Confixaet.
(d) The Confractor further agrees that the failure of its "parent company" or Guarantor to
execute properly the Guaranty shall constiiute a i�reach of this Contract and shalt be cause for
termination hereof by City.
26.
LICENSES, PERMITS AND FEES
Contractar agrees to dbtain and pay for all licenses, permits, certificates, inspections and
aIl Governmental Approvals and other fees required hy Applicahle Law or fltherwise necessary
to perform the services prescribed hereunder. Contractor sI�all also pay, at its own. expense, all
fees� necessary to the collection and removal of Garbage, Refuse, Sma1I Sulky Wasie, Large
Brush and La�`ge Bulky Waste, C&D Waste, Yard Waste, and Recyclables and their residuals.
CONTRACC F017 COLLECTION 5E$V[CES
CRL Final Docu�ent 01.07.03
30
z�.
UNACCEPTABLE WASTE
Contractor shall 1�TOT knawingly accept, nor be required to accept far disposal,
Unacceptable Waste. Con�°actor'shall leave Unacceptable Waste at its originai lacation and
notify the Director immediately of the location and provide the Director with a d�scription af
such waste. Can�ractor raserves the right to reject or re�voke acceptance of any Unacceptable
Waste. Upon notification from the Contractor, the Director shall determine whether the waste is
Unacceptabie Waste ar acceptable under the terms of this Contract. Contractor s�all immediately
rehtrn to the site to pick up the suspected waste upon notification from the Director that the
waste is not Unacceptable Waste.
28.
HEALTH AND SANITATION
Contractor shall establish and en�'orce in its operations and among its emplayecs such
regulatians in regard ta cleanliness and sanitation in the collection and transport of Garbage,
Refuse and Solid Waste and the collection, transport and handling o€ Recyclables, Yard Waste,
C&D Waste and Larg� Br�sh and Large Bulky Waste, as will t�nd ta prevent the inception and
spread of disease and io effectively prevent the creation o£ a nuisance on any property either
public or private.
29.
CUIVIULATNE REMEDTES
The rights and remedies granted in this Contract are curnulat�va, and the exercise of such
rights sha11 be without prejudice to the enfoxcement of any ather right or remedy authorized by
law or this Contract. No waiver of any violation shatl be deemed or construed lay a caurt of law
or an arbitrato� to constitute a waiver of any other violation ar other breach of any af the terms,
provisions, and covenants contained herein.
30.
REMEDIES FOR BREACH
The parties agree that, except as otherwise provided in 5ection IS and �0 wi�h respect to
terminatian, in the event that either party breaches this Contrack, the other party may exercise
any Iegal rights it has under this Cantraat under the security instruments and under Applicable
Law to recover damages or. to secure specific performance, and that such rights to recover
damages and to secure sp�cif c performance shall or�inarily canstitute adequate rernedies for any
such breach. Neither party s�rall have fihe right to terminate this Contract iar cause except upan
the vccurrenca of an event of default unless otherwise stated herein.
C0IVTRACT FOR COLLECTION SERVICE5
CRL Final Document 41.07.03
31
31.
NO WAIVER QF RIGHTS
No failure by tha City or by the Cvntractor to insist upon the strict pe�rformance of any
term, covenant, agreement, provision, condition or limitatian of this Contract ar to exercise any
right ar rem�c�y hereun�er, and no acceptance by the City of full ar partial payment during the
continuance a� any such breach, shall constitute a waiver af any such breach or oi such term,
covenant, agreement, provisian, condition or limitation. No term, covenant, agreement,
provision, condition or limitation af this Con�ract to be kept, abseived or performed by �he City
ar by the Contractor, and no breach thereof, may be waived, aitered or modified except by a
written instniment executed and acknovvledged �y and delivered to the City and the Contractor.
Na waiver of any breach shall affect or alter this Contract, but eacla and every term, covenant,
agreement, provision, candition and lirnitation of this Contract shall continue in iull force and
effect with respect ta any other then existing or subsequent breach thereof.� This Contract may be
t�rminated only by a written instrument of termination execu�ed by the appropriate party and
delivered to the nan-terminating party {except by expiration of the term of this Contract}.
�z.
SURVNAL OF CERTAIN PROVISIONS UPON TERMINATION
All representations and warranties of the parties contained in this Con�ract, the
Contractor's indemnity obligations in this Contract with respect to events that accUrred prior to
the �ernunation, the rights and obligations of the parties hareto pursuant ta Sections 14, I5, 18,
22, 23 24, 25, 29 and 30 and all other provisions of this Contract t�iat so provide shall survive the
tarmination of this Contract. No termination of this Contract shall {1} lirriit or otherwis� affect
the respective rights and obligations af the parties hereto accrued prior to the date of such
termination, or (2) preclude eiiher party from impleading the other pariy in any legal proceeding
originatad by a third-party as to any matter occurring during the term of this Gon�ract.
33.
RIGHT TO AUDIT
Until the expiration of three (3) years after the final payxnent 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 trans�ctions relating ta tlus Co�t�act. Coz�tractor
fiu�ther agrees to include in all its subcontracts hereunder a pravision to the effect that the
subcontractar agrees that the Gity shall, until the expiration of tl�ree (3) years after final payment
under the subcontract, hava, access to papers and records of such subcontractor involving
iransactions relating to the subcontract. The term "subcantract" as used herein includes purchase
orders.
CONTRACT FOR COLLECTION SERVICES
CRL Final �ocument 01.07.03
32
34.
GOVERNMENTAL POWERS AND IMMUNITIES
It is understood and agreed that, by execution of this Contract, City does not waive ar
surrenderr any of its gavernmental powers or immunities. Cantractor acknowledges that the City
is a Gavernmental Body and as such has certain rights, powers and duties that may affect the
Cantractor's rights or abligations under the Contract. The Contractor agrees that no action by tt�e
Ci#y acting in its governmentai capacity shall be construed as a breach or default by tI�e City
under this Contract, nor sha�l any such action excuse the Cantractor fr�m performance of its
obIig�.tions under this Contract; pro�ided, howe�er, if such actian constitutes an Uncontrol�able
Circumstance, the Contractor may assert any rights it may have under this Contract as is
permitted for any other Uncontrollable Circumstance.
35.
COMPLIANCE WITH LAV4�S
Contractor, its officers, agents, employ�es, contractors and subcontractors, shall abide by
and comply with all Applicable Law, %deral, state and local, inciuding the City's charter and ali
ordinances, rules and :reguiations af the City of Fort Worth. It is agreed and understood tha#, if
City calls the attention of Contractor to any such violations on th� part of Contractor, its officers,
agenis, emplayees, contraciors or subcontractors, then Contractox shall immadiately desist from
and carrect such violation.
3b.
DISCRIMINATION PROHIBITED
Con�ractor, in the execution, performance or attempted per%rmance o€ ihis Contract,
shall not discrirt�inate against any person or persons an any unlawfta.l basis. This Contract is made
and en#ered into with referenee specifically to Article III af Chapter 17 of the Code of the City of
Fort Worth {1986}, as amended, an ordinance prohibiting discrimination, and Contractor hereby
covenanfs and agrees that it has fizlly compFied with all provisions of same and that no employe�
ar employee-applicant has been discriminated against or will be discriminaied agaiz�st by
Contractor in violaiion of said ordinanc�. Cantractar warrants that it is an equal opportunity
employer.
In addition, Contractor, in the execution, performance or attempted performance of this
Contract, shall not discriminate on any prohibited basis and shall iully comply with all other
applzcable federai, state and �ocal laws concerning discr�mination.
37,
NON-ASSTGNMENT
Cantractor shall not assign, transfer, sublet, con�ey, or otherwise dispose of f1�e Contract
or the rights, title, or :intexes� in or to the sarn.e ar any part thereof without th,e previous consen� of
COIYTRACT FOR COLGECTION SERVECES
CRL Final Document Ol.D7.03
33
the City Council with concurrenae af the surety. In ihe event Contracfar does, without such
previous consent, assig,n, transfer, sublet, convey or otherwise dispose oF fhe Contract ar of the
right, title or interest therein or any park thereof, City may, at its discxetian, �erminat� the
Contract in accordance with Section 20 hereof. Consent wiil not be withheld unreasonably in ihe
case of a proposed assignrnent to an Affiliate of Contractor, but may be withheld far any reason
or for no reason in the casE of a proposed assignment by Contractor ta a non-Affiliate, provided
that Cantractor, Guarantor and surety shall not be reieased from their respective obligations
here�nder. In the event of an assignment of any duty required under this Contract, Contractar
and Guarantor shall assutne responsibility for parformance of that duty including ail liabiliti�s
pursuant to this Contract. The City may not assign its rights and privileges under this Contract
without the prior written consent of the Cantractor which shall not be unreasonably withheld.
38.
SUCCESS�RS AND ASSIGNS
All of the terms, covenants, and agreernen�s contained herein shall be binding upan and
shall inure ta the benefit of successors anc� assigns of the respective parties hereto.
39.
NOTTCES
Any notices (unless otl�erwise specifed herein), bills, iinvoices or reports required by this
Contract shall be sufficient if seut by the parties in the United States mail, postage paid, to
the addxess noied below:
if to tl�e City:
K�im lYiote, Assistant Director
Solid Waste 5ervices Divisian
Department o�Envira�mental 1Vlanagement
City of Fort Worth
�] 00 Columbus Traii
Fort Warth, Texas 76133
If to the Contractor: Waste Management of Texas, Ync.
11�1 Riverside Drive
Fart Worth, Texas 96111
40.
VENUE
Should any action, whether real ar asserted, at law or in equity, arise out ai the te:nms and
condi�ions �f this Cannact, venue for said action shail be in Tarrant Caunty, Te�as.
CONTRACf' FOR COI.L�C1'iON SERVCC�S
CRL Final �acument0i.07.03
34
�1.
SAVINGS CLAUSE
In case atiy one or more of �he provisions containad in this Con.tract shall, for any reason,
be held to be in�alid, illegal ar unenforceable in any respect; such invalidity, illegality or
unenforceability shall not aff�ct any other provision of this Contract; this Contract shall be
construed as if such invalid, illegal or unenfarceable provision had never been eontained herein.
4�..
NON-APPROPRIATI�N
Tn the event that no funds or insufficient fiuzds are co�lected, appropriated and budgeted
or funds ar� otherwise unavailable for payment of amounts due hereunder by City io Contractor,
City shall notify Contractor and this Contract sha11 terminate on �he last Day of the fiscal period
�'or w�iich appropriations wexe mad� without penalty or expense to City of any kind whatsoever,
except as tn the payment of amounts due and payable for which appropriations have been. made
for said fiscal period. City covenants that it will pro�ide Contractar as much notice as possible af
this contingency. Provided, however, that this Sectian 42 is not intended to grant to the City an
independent ground for terminatian of this Contraci separate and apart from any grounds fnr
ter�nination for nan-approgriatian or nan-availabilify of funds which would be•provided to City
by reason of Tex. Const. Ann. Art, l I, Sec. S and �,
CONTRACT FOR COLLECTIOl1t 3ERVICES
CKL Final Docurnent 01.07.03
35
TN W�TNESS WHEREOF, The �arties hereto have executed this Contract this ��' day
of � ,y , A.D., �003, in Fort Worth, Tarrant Caunty, Texas,
CIT F FORT WORTH, T�XAS � WASTE MA1�AG�li�IENT OF TEXAS, �NC.
/.�...
� ,
� �� _ - ,.
� �7'
,
�� v
Libby Watson
Assistant City Ma ger
Date Signed: ��Z 4 I�.3
ATTEST:
� � � � ��
�.� .E .��' i�.c: � ,
oria �'earsa� `" �
Crty Seczetax�y
APPROVED AS TO FORM
AND LEGALITY:
�' �
Assistant Ci Attorney
CONTRACT FOR COLLECTION SEBVlCES
' CKL Final Docutnent 01.07.Q3
r,
� �� .
���
BY: %t,rJ�r'/i �, � -� �
ITS:
Date Signed:
W�TNESS:
� _ � .: ,
� � „ � .-� i
CORP�RATE SEAL:
�����ffi��� �
��lnal �'�st� S�h�d�Il� �ff �er�I�es a�aaIl S��vi�� �I�aag�s
C��y'6�isl� �8esn�i�ntna� and I��sigmated �m���-cial Collle��i�m
M[anner of collection
Single-�aanily Multi-Fartaily
$7.79/HI3/month �7.79I�III/month
Cornmer�ial
$10.501uni�/naanth (1 �er week co�ectioa)
$13.50/unibmonth {2 per weelc co]lecCion}
$19.SO/unitlmonth (3 per week collection}
$28.SO/unitlmonth (4 perc week collection)
$40.50/unit/month {5 pe� week collection)
b�. Once/week collection of residential Caarbage & Itefuse from City-owned
LRefuse Storage Carts, and Small 1Bulky Waste; bun�ied limbs and Yard VYaste
in la�aft bags; atecyclables from City-owned Recyclables Storage Carts. Four
times per yeas point to point col]�ction of uncontainerized Laxge ]Bnash and
]Large ]Bullry Waste and residential C 8t D waste at no additional charge point
to poi�at, on demand, and thereafter as shown h�ein. Small commercial Sernice
Units using Refuse Storage Carts collected ei,ti►er once pe�r weeic or xnoxe
frequentiy.
1 b. 'L'wice/week collecrion of residential Garbage & Itefuse in Solid Waste
Containers (hags) and Smal1 Bullcy Waste; once weelcly collection of bundled
limbs and Ya�rd Was#e in laaft bags. Once weekly colleciaon of �.tecyclables
from City-owned Recyclables Storags Carts. Four tixnes per yeaz paiztt to paix�t
collection of unconta�erized Large Brush and Large Bulky Waste atzd
residential C& ID waste at no additional c�ge point to point, on demand, and
thereafter as shown hexein. Srnall commercial Service 4Jnits useng Salid
Waste Containers (lBags) collected either once per week or more fre�uently.
S�aeeial Se�vi��s:
Elective Disabled Carryout Service
Service as in I. a, above
Service as in 1 b. above
Elective Carryout Service �non-disabled)
Collection of uacontainerized ]Large Bulky Waste and I.azge Bnish and
residential CScD waste on demand beyond 4he four times pe.r ye�r as lis#ed
above
[o� ��ae �aQ�len�itlsol���1n�� �e�nod
$8.46/HH/month �&.46/HH/month $10.50/unit/month {1 per week collection}
$13.SO/unit/month (2 per week coliection}
$19.SO/unit/month {3 pex week coI�ection}
$�.8.SO/uxuitlmont� {4 pez week collection)
$40.SO/unit/month {5 p�r week collection)
f�rc u�r t� 5 �agslu�tJ��lle���� ��rio�
$7.79/H��/month $7.791HH/month
$8.46/HH/month $8.46/HH/rnonth
$33.501Hf�lmonth $33.SOIHI-l/month
$80.D4/hour $80.00/#►our
Agg�eg�te �antan��rs and lamgpost containers per unit er manth re ardless of service requirements $19.SOlunit/ma�th
�oIlL�c�ioae See-vic.es for Special Event Material, disaster �ebris and a�er special caIlections requested by the City $75.aQ�our
�—�
be for t�e ����s sp
ecifaed above with Pnce adjustzx�ents $he�ea�ter as
ear of fhe term of thgs Conixact shal� �� � ,
'� J�it p�:ces fax t�.e �� �ost Adju�tm�nt Nie�ad in A�ac�n
deter��c� ��ro�gh
'�ype of Service
lZesidential Garbage, �2efuse &
Smail Bulky Waste
Disahled Carryout
.
�lective Carryout
CozIllIAeICi81 Wastes (coliected under [his conuact)
Yard Waste
I,arge B�sh and �.arge Bulky Waste
�esident (4/yr)
Charged to �ity �or collections over the 4/yr.
Canstruction & Demolitian Waste
�ecyclables [Attach a sheet to reflect # of accounts
participating by week fos each route)
Special Collections
Special Event Waste
Disaster Debris
Othsr $peczal Callect�ions
Aggregate/�..amppost Contai.ners
Other
�t��chmn��t ]�
11+���n�l�dy �t�ao�t
�s �ff 16��a�at�a �ding
# of Service LTnits �uantitv an �ons
N/A
N/A
rT/A
P�ge 1 �f �
Numher of Iloa�s
NIA
N/A
N/A
A�iachment �
���t Adju�Fr�ent R���h�d
The Unit Fees for Collection of Municipal Salid Waste, Single�stream Recyclables,
Brush & Yard Waste and Bul€cy Waste coilec#ed from the City, under the Contract and
other fees set fort� on Attachmeni A�, will be adjusted by the Contractor for the second
and subsequent Contract Y�ars of the Term af Contract. The llnit Prices will be
adjus#ed upward or dawnward to reflect changes in the cost of operations by the Cost
Adjustment M�thod using indices applicable to Callection, and the methodo�ogy as �e�
forth below, on the annivefsary date of the Contract {the "Cost Adjustment Date"),
except that the firs# anniversary date shall be October 1, 2003, and the first Cost
Adjustment shall only represent c�anges i� the indices ap�lied herein for the pre�ious
six mant�s.
Afl indices used represent either the Emplayment CoSf Index (ECI) or componen#s of
the Producer Price Index (PPI}, and are all published by ih� U.S. Departmer�t o� L.abor,
Bureau of Labor Statistics (�L5}. Since some BLS data are not �inalized for several
months, cost adjustments may be corrected when all data used are issued as fnal. If
BL.S changes the meti�odology fior calculafing �CI or components o� the PPI, which
ca�ase �istorical data used to calculate this cost adjustmenf ta be restated, such
changes shall only apply to future adj�s#ments and no# to adjustmenfs already
implemented,
Cost adjustmen#s shall not exce�d five (5) percent in any Contract Year and fifteen (15)
percent in any four consecutive years. As soon as passible afte� a Cost Adjustment
Date, Contractor shall send to the City a compara#ive statement setting aut the change
determined throug� #he Cost Adjus#ment Metho� and the increase ar decr-ease ir� the
Unit �ees that will be charged �y the Contrac#or.
Qn the next billing da#e after the receipt and appro�al by the City of #he requested cast
adjustment, the Ci�y shall pay #o the Contrac#or, or the Contractor shail credit to the City,
as the case may be, a lump sum �qual to any increase or decrease applicable to t�at
por#ion of the current period which has elapsed, and thereafter, the Unit Fees charged
by t�e Contractar shall he modified to reflect any change until the next Cost Adjustment
Date, and a comparative s#a#ement is received and approved by the City.
Any fixed pass�thro�gh or add-on surcharges or costs, suc� as State fees on tonr�age,
host mun�cipality benefit f��s, ar any other government mandated surct�arge, shall not
apply to the cost adjustment and w�11 be deducted from the Unit Fees prior to cafculating
any annual cosi adjustme�,t.
If any index defined herein shall not be determined and published or if any index as it is
constit�tted on the Con#rac# Dat� is thereafte� substanfially changed, t�ere shaEl be
substituied for such index another index which is determin�d and published on a basis
substantially similar to #he index being replaced as shall be mufuaily agreed �pon by tne
City and the Contractor.
Listed below are ti�e indices and Contractor's percentages of the indices thai shall
cons#itute the basis for ad�ustment of the Unif Fees under this Contract. The percent of
change a�plied to cost adjustment shall be carried out to th�ee (3} decimal piaces
without rounding.
Indi�es �nd �ont�ac��e's �e�cer�ta�� o� ��ch Ir�c��� �� be �ppli�� in
the Co�t Adju��rr��nt� . ' ' . � . .. - -
�mpl�ymenti C.4�� Ind�x {90%)
Contraetor has designated 9Q°/a of Unit Fees to be adjusted by the �CI, a�LS index
separate from PPI. �CI d�ta for "5outh" under the "Region (3)" category shall be used
for the adJustm�nt calculation.
N�. � Di���i F��i (� �%)
Con#ractor has designated 10% af Unit Fees fo be adjusted by the Na. � Diesel Fuel
component of "Fuel and F�elated Producfs and Power" in the PPI, which is found under
the "05" Commadity Code, "Fuels a�d I�elaied Products and Powe�", "05730302 No. 2
diesel fuel".
�xam�l�
Foilowing is an example of the appiication of these indices with Contractor's
percentages fo� cost adjustment. In the example below, an annual factor of �3.374%
would be a�plied to Contractor's base Uni� P�ices to determine the Unit Prices for the
nex� Co�tract Year.
Contractor's �ee
Adjustment Indices
� �mployment l:ast Index
� uiesel F-uel
� rotais:
A�p�icabie Previous Carrent Index
Index Index Index Vaiue
Percentage Value Value Change
yU°/a 15U.Z- — T�46.:�1-- _ =�9-
1 U% 115.7 104.5 -12.1 -
1UU='/o
Index % Applied
Percent to Cost
Change Adjusfinent
-2.60°/a -1.33i°/a j
-10.37% -1.037% I
-3.� /'4% f
`
— �.
�
p,,�„�A�r�N1E�� ��Y ��,PQR G���75
�,� �D ���ERCIAL �`G
�ERVIC� E� lfi�
.-rE-t RES1D .�� n� _.,.
F�6�
p�c� OF Oi''?E'
Atiachm�nt �
GUr4RAf��`l( AG����fl�{�i
THIS GUARANTY AGREEMENT is made and dated as of January 8, 2003,
between Wast� Management, Inc., a Delaware campany organized and existing +�nder the laws
of the S#aie of Delaware (together with any permitted successors and assigns hereunder, the
"Guarantor"), and the City of Fort Warth, a mun�cipal corporation argan�zed and exis#ing under
the laws of the S#ate of Texas ("City").
RECITAL.S
The City and Waste Management of Texas, [nc_, 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 "Gompany°), ha�� entered into a Contract for Collec#ion Services #o the City, dated
January 8, 2DQ3, as renewed and ame�ded from time fo time {the "Contract") whereby the
Company has agreed to provide Collection Services, all as more particularly described thefiein.
Company in this Agreement shall mean Contractor as defined in the Contract.
The Company is sub�idiary of the Guarantor,
The City will enter into the Contract only if the Guarantar guarantees the
pertormance by the Company of all of the Company's responsibifit�es and obligations under the
Cantract as set forth in this Guaranty Agreement (the "Guaranty"},
In order to induce fihe execution and delivery of the Contract by the City and in
consideration #hereaf, the Guarantor agrees as fallows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
5ECT10N 1.1. DEFINITIONS. For the purposes of this Guaranty, the te�m
"Obligations" means the amounts payable by, and the covenants and agreements of, the
Company p�rsuant to the terms of the Contract. Any other capitalized word or term used but not
de�ned herein is used as defined in the Contract.
SECTION 1.2. INTERPRETATIDN. 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 terrri "hereafter" means after, and the term
"heretafare" means before, the date of execution and delivery af this Guaranty.
{B) Gender and Pluralitv. Words af the masculine gender m�an and include
eorrelatir�e worcis of the feminine and neuter genders and words impnr�ing the singular number
mean and include the plural numbe� and vice versa.
E-9
(C} Persons. Words importing persons include firms, companies,
associafions, general partnerships, limited partnerships, trusts, business trusts, corporations
and other legal entities, including public badies, as well as individua[s.
(D) Headinqs. The table of contents and any headings preceding the text of
the Articles, Sections and subsections of this Guaranty shall be solely �Qr con�enience af
reference and shall not constitute a pari of this Guaranty, nor shall they affect its meaning,
construction or effect.
(E} Entire Ac�reement; Authoritv. This Guaranty constitutes the entire
agreement be#w�en the parties hereto wi#h respect to the transactions contemplated by tF�is
Guaranty. Nothing in this Guaranty is intended fio confer an any person other than the
Guarantor, the City and their pe�mitted successors and assigns hereunder any rights ar
remedies under or by reasan of this Guaranty.
(F} Counfer�arts. This Guaranfy may be executed in any number of origina!
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 af Texas.
{H) Se�erabifitv. �f any clause, pro�ision, subsection, Section or Article of this
Guaranty shall �ae r�aled invalid by any court of competent jurisdietion, the inva�idity of any such
clause, provision, subsection, Sectio� or Articl� shall not affect any of the remaining provisions
hereof, and this Guaranty shall be construed and enfflrced as if sucn in�alid portion did not exist
pra�ided that such construction and enfarcemenf shall not increase the Guarantor's liability
beyand that expressly set forth her�in.
(I) Apqravals. All approvals, cansents and acce�tances required to �� gir�en
or made by any par�y her�to sha11 be at the sole discretion af the party whose approrral, consent
flr acceptance is required.
(J} Pavments. Af� payments required to be made hy the Guarantor
hereunder shall be mac�e in lawful money of the United States of AmerEca.
ARTICLE 11
REPRESENTATIONS AND WARRANTIES �F THE GUARANTOR
SECTI�N II.�.REPRESENTATIONS AND WARRANTIES OF THE
GUARANT�R. The Guarantar hereby represents and warrants that:
{A) Existence and Powers. The Guarantor is a duly regis#ered company
organized ar�d validly existing under the laws of Delaware, with �uli legal right, power and
authority to enter into ancf perform its abligations uncfer this Guaranty.
(B} Due Authorization and Bindirtq Obliqation. The Guaran#or has duiy
authorized the execution and delivery of this Guaranty, and this Guaranty has been duly
executed and delivered by the Guarantor anc� constitutes the legal, valid and binding obligation
o� the Guarantor, enforceable against the Guarantar in accardance with its terms except insofar
E-2
as suc� enforcement may be affected by bankrupfcy, insol�ency, moratarium or hy general
equity principles of reflrganization and other similar laws affiecting credi#ors' rights generally and
general �rinciples of equity.
(C) No Conflict. Neither the execution or delivery by the Guarantor �f #his
Guaranfy nar the perFormar�ce by the Guarantor of its obligations her�under (1) to the
Guarantor's knowledge cor�flicts with, violates or results in a breach of any law or go�ernmental
reg�alation applicable to the Guarantor, {2) conflicts with, violates or results in a material breach
of any term ar condition of the Guarantor's corporafe charter or by-laws or any judgment,
decree, agr�eme�t or instrument to which the Guarantor is a party or by which the Guarantor or
any of fts proper#ies or assets are laound, or constitutes a default une�er any such judgment,
decree, agreemenf ar instrument, or {3} to the Guarantor`s [cnowledge will result in the creation
or imposition of any material encumbrance af any nature whatsoever upon any of th� properties
or assets of the Guarar�tor except as permitted hereby.
(D} No Governmen�a� Approval Reauired. No appr4va[, authQrization, order
or consent o�, ar declaration, registration or filing with, any Ga�ernmen#al Body is required of the
Guarantor far the �alid �xecution and deli�ery by the Guarantor of this Guaranty, except such as
shall ha�� been duly obtained or made.
{E) No Litiaation. Except as disclosed in the Guarantor's filings with #he
Securities and Exchange Commission pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, there is no act�on, sui� or other proceeding, at law or in equiiy, 4�efore
or by any couri or Go�ernmental Body, pending or,� to the Guarantor's knawledge, fihreatened
against the Guarantor which has a li[c�lihood of an unfavarable decision, ruEing or finding that
would materially and adversely affec# the validity or enforceability af this Guaranty.
(F) No Le4al Prahibition. The Guarantor has no knowledge af any Applicable
Law in effect on the date as of which this representa#ion is being made which would prohibit the
perFormance by the Guarantor of this Guaranty and the transactions contemplated by this
Guaranty.
(G) Consent to Aqreements. The Guarantor is fully aware of the terms and
condiiions of the Contract.
(H) Consideration. This Guaranty is made in furtherance of �he purpases for
which the Guarantor has been arganized, and the assumption by the Guarantor of its
obligatior�s hereunder will result in a material benefit to the Guarantor.
ARTfCf�E III
GUARANTY COVENANTS
SECTION 111.1. GUARANTY TO CITY. The Guaranior hereby absofutely,
presently, irre�ocably and unconditionally guarantees to the City for the benefit af the C9ty
(1) the full and prompt payrnenf wh�n due af �ach and all of the payments required to be
credited or made by the Company under the Contraet (including all amendments and
supplements thereto) to, or �for ihe account of, City, when the same shall become due and
payable pursuant to fhis Guaranty, and (2} the full and prompt perfarmance and observance of
each and all of the Obligations. Notwithstand`mg the ur�conditional nature of #he Guarantor's
��3
obfigations as set forth herein, tf�e Guarantor shall ha�e the right to asser# the defenses
pro�ided in 5ection 3.4 hereof against claims made under this Guaranty.
SECTION �11.2. RIGHT OF C�TY TO PROCEED AGAiNST GUARANTOR.
This Guaranty shall canstitute a guaranty of payment and of performar�ce and not of collection,
and the Guarantor specif�cally �grees that in the e�ent of a failure by the Company to pay or
perform any Obligation guaranteed hereunder subject tn the applicable notice and cure
provisions as they apply to the Confractor, the City shalf ha�e the right to praceed first and
directly against the Guarantar under this Guaranty and without proceeding against the Company
or exhausting any other remedies against the Campany which #he City may ha�e. Without
limiting the foregoing, the Guarantor agrees that it shall not be necessary, and that the
Guarantor shall not be entitled tfl require, as a condition af �nforcing the liability of #he
Guarantor hereunder, that the City (1) �[e suit or praceed to obtain a personal judgment against
the Company or any other person that may be liabl� fior the Obligations or any part of the
Obligations, (2) make any other effort ta o�#ain payment or pertarmance of the Dbligatians from
the Company other than pro�iding tf�e Company with any notice of such paymen� or
perFormance as may be required by the terms of the Contract or required to be given to the
Company under Applicable Lar+u, (3) foreclose against or seek to realiz� upon any security for
the Obligations, or (4) exercise any other right or remedy to which the City is ar may be entitEed
in ca�nection with the Obfigations or any security therefore or any other guarantee thereaf,
except to the extent that any such exercise nf such other right or remedy may be a condition to
the Obligations of the Company or to the enforcement af remedies under the Contract. Upan
any unexcus�d failure by the Company i� the payment or perFormance of any �bligafion and
the gi�ing of such notice or demand, if any, to the Company and Guarantor as may be required
in connectian with such Obligatian and this Guaranty, the liability o# the Guarantor shall be
�ffsetive and shall �mmediately be paid or �erformed. Notwithstanding the City's right to
proceed directly against the Guarantor, the Cfty (or any successor} sha{I not be en�itled to more
than a singfe full performance of the obligations in regard to any breach or non-perFormance
�hereof.
SECTI�N 111.3. Gl1ARANTY ABSOLUTE AND UNCONDITIONAL. The
obligations of the Guarantor hereunder are absafute, present, irrevocable and unconditional and
sha�l remain in full force and effect until the Company shall have fully discharged the Dbligatians
in accordance with their respective terms, and except as pro�ided in Section 3.4 hereof, shall
not be subject to any caunterclaim, set-off, deduction or defense (other than fuil and strict
compliance with, or release, discharge or satisfaction af, such Obligations) based on any claim
that the Guarantor may ha�e against the Company, the City or any other person. Without
limiting the foregoing, the obiigations of the Guarantor hereunder shall not be r�[eased,
discharged or in any way modified by reason of any of the follauving (whether with or without
notice to, knowledge by or further consent of the Guarantor):
{1} the ex#ension or renewaY of this Guaranty or th� Contract up to the
specified Terms of each agreement;
(2) any �xercise or failure, amission or delay by the City in the exercise of
any right, power or remedy conferred an the City with respect to fihis Guaranty or th�
Contract exc�pt to the extent such failure, omission or delay gives rise to an applicahle
s#atute af limitatians defense with respect #a a sp�cific claim;
�-4
(3) any permitted transfer or assignment of rights or ohligations under tne
Cantract by any party th�reta (ather than a permit��d assignmenf ta a replacement
contractor in fhe e�ent �f a terminat�on of the Company pursuant to Section 20 of the
Contract), or any permitted assignment, conveyance ar other transfer ofi any of their
respective interests;
(4} any permitted assignmen# for the purpose of creating a security interes� or
mortgage of a11 ar any part of the respecti�e interests of the City;
(5) any renewal, amendment, cFtange or modification in respect o�F any af the
terms and conditions of the Contract;
(6) any fai[ure of title with respec� tv all or any part of the respecti�e interests
of any person in the Disposal Site ar�dlor Processing Faciliiy (if applicable);
(7) the voiuntary or in�oluntary fiquidation, dissolution, sale or other
disposition af all or subs#antiafly all the assets, marshalling o�F assets and liabiliiies,
recei�ership, insolvency, bankruptcy, assignment for the benefit af creditors,
reorganization, moratorium, arrangement, composition with creditars or readjustment of,
or ather similar proceedings against the Campany or th� Guarantor, or any af the
property af either of them, or any allegation or can#est of the validity of this Guaranty in
any such proceeding {it is specifically understoad, consented and agr�ed to that, to the
extent permitted by law, this Guaranty shall remain and coniinue in full farce and effect
and shaU be enfiorceable againsi the Guarantor to the same extent and with the same
foree and effect as if any such praceeding had not been instiiuted and as if no rejection,
stay, termination, assumption or modificatian has occurred as a result thereof, i# being
the int�nt and purpose flf this Guaranty that the Guarantor shall and does heref�y waive
all rights and benefits which might accrue ta it by reason of any suc� proceeding);
(8) except as permitted by 5ections 4.1 or 4.2 hereof, any sale or other
transfer by the Guarantor or any A�filiate of any of ihe capital stock or other interest o�
the Guarantor or any Affiliate in the Company now or hereafter owned, directly or
indirectly, by the Guaran#or or any� Affilia#e, or any change in compositian of the interests
in the Company;
(9) any fai[ure on the part of the Company for any reason to perform ar
comply with any agreement with the Guarantor;
{10) the faifure on the part of the City to provide any notice to �he Guarantor
which is not requirad to be given to the Guarantar pursuant to this Guaranty and to the
Company as a condition to the enforcement of obligations pursuant ta the Contract;
(� 1) any failure of any party to mitigate damages resulting from any defaulf by
the Company or the Guarantor;
(12} the merger or consolida#ion of any pari� into or with any other person, or
any sale, lease, transfer, abandonment or other disposifiian of any or all of the property
of any af the foregaing tfl any person;
{13} any legal disability or ineapacity of any party; or
E-5
(14} the fact tF�a� entering into any transaction by the Campany or the
G�aarantar was invalid ar in excess of the powers of such party.
Sl�auld any maney due or awing under this Guaranty nat �e recoverable from the Guarantor
due to any of fhe matters specified in subparagraphs (1} throug� (14} above, then, in any such
case, such money, togethar with a![ additional sums due hereunder, shall neuerEheless be
recoverable from the Guarantor as though the Guarantor were principal obligor in place of the
Company pursuant to the ferms of tF�e Contract and not merely a guarantar and shall be paid by
the Guarantor farthwith sul�ject to the terms of this Guaranty. Natwithstanding anything to the
contrary expressed in this Guaran#y, nothing in this Guaranty shall be deemed tn amend,
modify, clarify, expand or reduce the Gompany's rights, henefits, duties or abligations under the
Contract. To the extent that any of the mat�e�s specified in subparagraphs (1) through (6j and
(8} thro�gh (14} would provide a def�nse to, release, discharge or otherwise affect the
Company's Obiigations, the Guarantor's abEigations under this Guaranty shall be treat�d the
same.
SECTION I{1.4. DEFENSES, SET-OFFS AND COUNTERCLAlMS.
Notwithstandir�g any prov�sion contained he�ein to the contrary, t�e Guarantor shalf be entitled
tfl exercis� ar assert any and al1 legal ar equifat�l� rights or defenses which the Company may
ha�e uncler the Contrac# or under Applicable Law (other than bankr�ptcy or insaf�ency of the
Company and other than any defense wnich the Company has expressiy waived in the Contraci
or tY�e Guarantor has expressly wai�ed in Section 3.5 hereof or elsewhere hereunder}, and the
abligatians af the Guaranfor hereunder are subject to such counterclaims, set-offs or defenses
which the Company is permitted to assert pursuant to the Contract, if any.
SEGTION 1I1.5. WAII�ERS BY THE GUARAI�TOR. Tha Guarantor hereby
unconditionally and irre�oca�Ey wai�es:
(� ) notice #rom the Gity of its acceptance of this Guaranty;
(2) notice of any of the e��nts refierred to in Section 3.3 hereaf, except to the
extent thai nofice is required to be gi�en as a condition #o the enforcement af obligations
und�r 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 ta preserve infact any rights against the Guarantar,
except any notice �o the Campany required pursuant to the Contract or Applicable Law
as a condition to the perfarmance of any obligatian under the terms and conditions af
this Contract;
(4) to the fullest extent lawfully possible, any statu#e of limitatiflns defense
based on a statute of limitations period which may be applicab[e to guarantors (or garties
in similar relationships} which would be shorter than the applicable statute a# limitat�ons
period for the underlying claim;
(5) any right ta require a praceeding first against the Company;
(6) any right to require a praceeding first against any person;
E-6
(7} any requirement that #he Company be joineci as a party to any proceeding
for the enforcement af 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 tf�e Company; and
(9) all demands upon tt�e Company or any other person and all other
formalities tf�e omission of any of which, or delay in pertarmance of which, might, but far
the provisions of this 5ection 3.5, by rule of 1aw or oth�rwise, constitu#e grounds �ofi
relie�ing or discharging the Guarantor in whale or in pari from its absolute, present,
irre�ocable, unconditional and cantinuing obfigations hereunder.
SECTION Ill.6. PAYMENT OF COSTS AND EXPENSES. The Guarantor
agrees to pay th� City on demand all reasonable costs and expenses, legal ar otherwis�
(including counsel fees), incurred by or on behalf of ihe City in successfufly enforcing hy �egaf
Proceeding observance of the covenants, agreements and abligations contained in this
Guaranty against the Guarantar, other than the costs and expen�es �hat the City incurs in
performing any of its obligations under the Gontract.
SECTI�N 111.7. SIJBORDINATION OF RIGHTS. The Guarantor agrees
that any righf of subroga�ion or cantribution which it may hawe against th� Cflmpany as a resu[t
of any payment or perfarmance hereunder is hereby fu�fy subordinated to the rights of the Gity
hereunder and that the Guarantor shall not reco�er or seek to recaver any payment made by it
hereunder from the Company until the Campany and the Guarantor shall ha�e fiully and
satisfactorily pa�d ar pertormed and dischargec� the ai�ligatians gi�ing rise to a clairr� 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 shal! (1) to the extent permifted
by Applicahle Law, canstitute separate and independent obligations of the Guarantor from its
ofher obligations under this Guaranty, (2) give rise to separate and independent causes of
action against the Guarantor, and (3) apply irrespective af any indulgence granied from time to
time by the Gity. The Guarantor agrees that this Guaranty shal! be automatically reinstated if
and to ihe extent that far any reason any payment ar performance by ar on �ehalf of the
Company is rescinded or must be otheruvise restoreci by the City, whether as a result of any
proceedings in bankruptcy, reorganization or similar proceeding, unless such rescission or
restoration is pursuanf to the terms of the Contract or the Compan�r's enforcement of such terms
under Applicable Lavu.
SECTI�N lll.9. TERM. This Guaranty shall remai� in fiull force and effect
fram the date of execution anc! deli�ery hereof until all of the Obligations of the Company ha�e
been fully paid and perfarmed. This Guaranty shalf be effectiue irrespecti�e as #o when the
commencement date occurs,
E-7
ARTICLE IV
GENERALCOVENANTS
SECTION IV.1. MAINTENANCE OF CORPORATE EXISTENCE.
(A) Cansolidation, Merqer, Sale or Transfer. The Guarantor covenants that during
the ierm of this Guaranty it wi[I maintain its corporate existence, wiA not dissolve or otherwise
dispase of alf or sUbstantialfy all of its assets and will not consolidate with or merge into another
entity or �ermit one or more other entities to consolidate with or merge into it, unle�s the
successo�- is the Guarantor and the conditions eonfained in clause (B) bebw are satisfied;
prfl�ided, however, that the Guarantar may consolidate wiih or merge into another entity, or
permit one or more ather entities to consolida#e with ar merge into it, or se[I or otherwise transfer
to anather entity a[I or substantially all of its assets as an entirety and ihereafter dissalve if #he
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 fihe State of
Texas, and (b) deiivers to the City an opinion of counsel to the effect that its obligations under
this Guaranty are iegal, �alid, binding a�d enforcea6le subject to app�icable bankruptcy and
similar insol�ency or moratorium laws.
(B) Cantinuance of Ol�liaatians. If a consalidation, merger or sale or other
transfer is made as permii#ed by this Section 4.1, the }�rovisions of this Sectior� 4.1 shall
coniinue in full force and efFect and no further cansolidation, merger or sale or other transfer
s�all be made except in compliance with the pravisions af this Section 4. �. No such
consolidation, merger or sale or other transfer shall hav�e the effect of releasing �he ini#ial
Guarantor from its liability hereunder unless a successor entity has assumed responsibility for
this Guaranty as provided-in this Section 4.1.
SECTION IV.2. AS5IGNMENT. Without the prior written cansent of the
City, this Guaranty may nat be assigned by th� Guarantor, except pursuanf to S�ction 4.1
hereof.
S�CTION IV.3. QUALIFICATION IN TEXAS. The Guarantor agrees that,
so long as ih�s Guaranty is in effect, if required by law, the Guarantor will b� duly qualified to do
business in the State of Texas.
SECTION IV.�. CONSENT TO JUR[SDICTION. The Guarantor
irre�acably: (1) agrees #hat any Legal Proceeding arising out of this Guaranty shall be brought in
the State ar federal courts in Fort Worth, Texas having appropriate jurisdiction; {2) consents to
the jurisdiction of such caurt ir� any such Legal Proceeding; (3) wai�es any objection which it
may ha�e to the laying af the jurisdiction of any such Legal Proceeding in any of such courts;
and (4) wai�es its right ta a trial by jury in any Legal Proceeding in any of such courts.
SECTION IV.S. BINDING EFFECT. This Guaranty shal{ inure to the
benefit of the City and its permitted successors and assigns and shall be 6inding upon the
Guarantor and its successors ar�d assigns.
SECTION IV.6. AMEN�MENTS, CHANGES AND MODI�ICATIONS. This
Guaranty may not be amended, changed or madif�ed ar ferminated and none of its pro�isions
may be wai�ed, except with t�e prior writt�n consent af the City and of the Guarantar.
E-8
SECTION IV.7. LIABILITY. It is undersiood and agreed to by the C�ty that nothing
cantained herein shafl create any obliga#ion of ar right to [oa�s to any director, ofFicer, employee or
stockF�older of the Guarantor (or any Affiliate thereo� for the satisfaction of any obligatians hereunder,
and no judgment, order or exec�tion with respec#. to or in connection with fhis Guaranty shall be taken
against any such director, officer, employee ar stockholder.
SECTI�N IV.B. NOTICES. All notices, demands, requests and other
communications here�ander shall 1�e deemed sufficient ar�d properly given ifi in writing and deli�ered in
person to �he following addresses or sent by first class mail and facsimile, to such addresses:
(a) [f to the Guarantor: Waste Management, Inc.
1001 Fannin Street, Suite 4Q0�
Houston, Texas 77002
Attn: General Counsel
{b} If io fhe City: City o� Fort Vllorth, Department o�' Enviranmental Management
1000 Throckmorton
Fort Worth, Texas 76102
Attn: Kim Mote, Assistant Director of Enwironmentai Management
With a copy to: Brian Boerner, �irector of Environmental Management; and
City Attorney's Office
Eith�r party may, by like notice, designate fiurthsr or different addresses to which subsequent r�atices
shall b� sent. Any notice hereund�r signed on behaif of the notifying party by a duly aufihorized at�orney
� at law shall be �alid and effective to the same extent as if sigr�ec� on behalf af such party by a duly
authorized officer or employee. Notices and communications gir�en by mail hereunder shaEl be deemed to
have been gi�en five (5) days a�ter the date of dispatch; a1[ ather notices shall be deemed to have been
giv�n upon receipt.
G8BIC0 � 01206 E-9 1113J03
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed in its name
, and on its behaif by its duly authorized officer as of the date first above written.
ATTEST:
,
��/�
ATTEST:
�
Accepted and Agreed �o by:
_,
,.
[City Seal]
A�'`C�ST: M
� ���
,
. ,
��1�3`��
Contrac� Au�h�ri��t�on
�. _. `� � � ` � � _-.�-�� —
Date
WASTE MANAG�MENT,. INC., as Guarantor
,
�
By: � �- _ ,1-,
.>' �� � � � � ,!
Printed Name:
Ronald H. �3ones
Tltle: tlice President & Trease,treac
WASTE MANAGEMENT, lNC., �,s Guarantor
By: ' r _ '� _- ' � _
.
v`
P,�rfted Nam�: `�,,,, n �n,.r+.,r�,ia��
Tit�e: Assistant Treasurer
ClTY OF T WORTH
.
By: ( �
.
Printed Name :�v Watson
Title: Assistant City Manager
�
GBgIC0101206 �-10
�}��' � �
r �... �
� � i
. , �-
1113103
� .•� - �, I'�',1 � I , '`�,i
�
�.�s.: � ����+r��t
June 4, 2�04
Mr. Kizn Mote
Solid Waste Services Divisian
Department of Environmental Managernent
CITY OF FORT WORTH, TEXAS
4J.00 Columbus Trail
Fort Wo�th, Texas 76133
Re: Cleanup of week of June 1, 2404 Stazms
Dear Kim:
This letter will ac�owlec�ge and cot��it�n that V4faste Mana�ement of'I''exas, inc.
("WMT") and the City of Fort Worth, Texas ("Cit}�'} have agreed that on an emergency
response basis, WMT will collect storm debris generated in the City by the storms which
occurred the week of June 1, 200� ("Event Debris") as follow�:
1. Sweeps. WMT will utilize storm chaser equipment to "sweep" the
Czty to callect the Even� Debris brought curbside. WMT will
cammence these sweeps an June 7, 200� or earlier, if possible. For
this service, the City sha11 pay WMT $110 per driver haur, plus an
adrninistrative fee of $5 per hour (f�r an aggregate of $I15 per haur).
The 5WE817S will cont�nue until �VVMT is notifzed by the City to
di.scontinue the service; provided the City shall not discontinue service
for at least two weeks after the commence�ent date of such services,
subjec� to the maximum value dallar set forth below.
2. Extra Garbage bags and additional Yard Waste services. Far
$1.03 per home, WMT will (a) collect all extra bags of Garbage (ie
outside the carts} �or the week of June 7{one week) and (b) collect
sma11 piles of unbundled limbs brought curbside with Yard Waste far
four (4) conSecutive we�ks beginning the week flf June 7.
3. Saturday REL Service: At the City's request, WMT will make its
rear laader equipment available for service on �aturdays for $75.04 per
hour.
Payment for these services shall be rnade by the City within thirty {30) days after
receipt of WMT's invoice. The a.mount due �y the City �nder this letier agreement shall
nat exc�ed $250,000, until City Cauncil app:roves a gt'eater Iimitation for such services;
I.etter to City af FW - dune 1 2004 Storm 3/6400.13/ag
Mr. Kim Mote
7une 4, 2004
Page 2
provided, when �1ie above dollar limit is reached based on the above unit eosts, WMT
shall not be obligated to continue providing services hereunder. WMT shall notify the
City in writing when the fee far such services reaches $225,000.
Tf this letter correctly sets forth our agreement with respect to collect�on af th�
Event Debris, please so indicate by your signature below.
Very �uly yaurs,
WAST ANAGEM�NT �F TEXAS� INC.
�
Ann Reeves,lV��rket Area V.P.
CITY F FORT WORTH, TEXAS
� �-
C�iarles Boswell, Assistant City Manag�r
Date Signed: � /� /C��,C
J
ATTEST:
/� �V' . _
,,.
Sy1v�a Glover, lhcting City Secretary
APPROVED AS TO FORM AND LEGALITY:
� i _ � �
C- �� •'� . r� _
Assistant�ity Attamey �
,
,
C`ity of �'o�t Wo�ih, �'exacs
i�llay�r �d G�r�i�ci� �a����ic��i��
�AT� REF�RENCE lVUMBER L�G NAiVIE PAG�
9115102 �d� 9340 52COLLECT 1 of 2
SUBJECT AUTHORIZATION TO EKECUTE A CONTRACT WITH WASTE MANAGEMENT OF
TEXAS, INC. FOR MUNICIPAL SOLID WASTE AND RECYCLABLES C�LLECTION
SERV�CES _
REC�MMENDATI�N:
It is recommer�ded that the City Council:
Authorize the City Manager to negotiate and execute a contract with Waste Management of Texas,
Inc. for callec#ion of residentia� garbage and refuse, recycla6les, certain commercial solid waste,
yard waste and large brush and large bulky waste; and
2. Authorize this contract ta begin A�ril 1, 2003, and expire March 31, 2D13, with three ten-year
renewal options. The estimated cos� for FY2002-2Qa3 is $15,364,459. The estimated �alue af this
contract over the ten-year term is $189,6a8,855; and
3. Authorize fihe collection of residential garbage anc� p�r week in variabl� volume carts at an initial
cast to the City of $7.79 per househofd; or
4. Authorize the collec#ion of garbage twice per week in bags at an initial cost to the City af $8.48 per
household.
DISCUSSION;
�n July 2, 2002, the City recei�ed respanses ta a Requ�s� far Proposal {RFP} for a uariety of solid
waste services to include the collecfion of municipal solid waste, single stream recy�lables, yard waste,
and large brush and large bulky waste.
Following initial proposal evaluations, the evaluation cammittea comprised of 14 representa#i��es from
t�e City Manager's Office, MIWBE Office, Internal Audit, the Finance Department, and the Law
Department, with significant input from fihe cansulting firm o� Gershman, Brickner and Brattan, soficited
best and final offers from the RFP respondents. After evaluation of these best and final offers, firms
were selected for inten►iews, pre5entations and nego#iatians. Waste Management of Texas, Inc. is
recommended as awardee for these collection services based ar� evaluation factors enumerated on the
attached RFP proposal evaluatian matrix.
These solid waste collection services shall include the collection of residential garbage and refuse, t�e
callecfiion of commercial-solid waste at those locatians designated by th� Dir�cfior of Er��ironmental
Management {DEM); the coll�ction of large brush and bulky waste an demand; and fihe collecfion of
recyclables from buildings wi#hin the City fhat hause two or fewer dwelling units, and fram such other
establishme�ts as designated by the DEM.
C`ity o, f �'o�t �o�t`h, Texas
JV l�y�r �� ����c�� ������ica�i��
DATE REFERENCE NUMBER LOG NAME PAGE
9115/02 ��� ��4� 52COLLECT 2 of 2
SU�JECT AUTHORIZATl01� TO EXECUTE A CONTRACT WITH WASTE MANAGEMENT OF
TEXAS, INC. FOR MUNICIPAL SOLID WASTE AND RECYCLABLES COLLECTION
SERViCES
The cal[ection of residential waste will be completed via:
Option 1 Bagged service twice per week;
Option 2 Carted service once per week beginnir�g April 1, 20Q3;
Opiion 3 A transition from bagged service twice per week beginning Octa6er 4, 2Q03, or other
date as designated by the City Council.
Public forums inviting citizen and provider comments were he�d on Mareh 4 and 5, 2�02. A draft RFP
was ma[led to all known pro�iders on April 2, 2002, to solici# comments from the industry. This RFP
was ad�ertised an June 19 and 26, 2002. The PurcY�asing Division solicited proposals from all known
solid waste services pro�iders, inc[uding those in the purcf�asing sysiem database, and ad�ertised on
DemandStar.com. Proposa� notices were also sent to other firms in related industries.
A pre-prapasal conference was conducted on May 30, 2002, wit� approximately �40 pro�viders in
attendance. A total of nine responses were received tor all solid was#e servic�s, with six respons�s for
these collections services, one of which was far recyclables coflec#ion only.
PROPOSAL EVAL.UATION - S�e attached ��al�atfan mafrix.
MIWBE - Waste Management of Texas, Inc. is in compliance with the City's MIWBE �rdinance by
committing to a minimum of 29% MIWBE participation. The City's goal nn th�s project is 25%.
RENEWAL OPTIONS - This contract may be renewed for up to three consecutir►e ten-year terms at #he
City's ap#ion. TF�is action does not require specific City Council appraval pro�ided that t�e City Council
�as a�propria�ed sufficient funds to satisfy tha City's ohligafians during tha r�newal term.
FfSCAL IN�ORMATIONICERTIFICATION:
The Finance Director c�rtifies that funds are available in the current operating budget, as appro�riated,
of the Sol�d Waste Fund, and #hat subsequent y�ar operating casts will be budgeted.
C��7
Submit�ed far City Manager's
Office by:
Charles Boswell
Oreginating Department Head:
grian Boerner
Additional information Contact:
Brian Boerner
� F[TND I ACCOUNT I
{to)
6183
$Q79 I (frvm)
PE64 53912D
�
&079 I
CENT�R
D525002
AMOLTNT
$15,364,459.00
CITY SECRETARY
APPROVED l LId5/42
AS AMENDED (DEL�-
TiNG RECOMM.#4)