HomeMy WebLinkAboutContract 61039CSC No. 61039
FORT WORTH,
NON-EXCLUSIVE CONTRACTOR SERVICES AGREEMENT FOR
ORGANIC WASTE PROCESSING SERVICES
BETWEEN CITY OF FORT WORTH AND SILVER CREEK MATERIALS, INC.
This NON-EXCLUSIVE CONTRACTOR SERVICES AGREEMENT ("Agreement') is made
and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal
corporation, acting by and through its duly authorized Assistant City Manager, and Silver Creek Materials,
Inc. ("Contractor"), a Texas Corporation and acting by and through its duly authorized representative, each
individually referred to as a "party" and collectively referred to as the "parties."
WHEREAS, the City of Fort Worth intends to enter into Non -Exclusive Agreements with multiple
contractors to provide organics processing ; and
WHEREAS, Contractor understands and agrees that the City will enter multiple non-exclusive
contractor agreements to multiple contractors and that compensation for each non-exclusive agreement is
an amount not to exceed $100,000 and the City makes no promise or guarantee that this not to exceed
amount will be delivered for processing to each contractor under each non-exclusive agreement; and
WHEREAS, the City and Contractor wish to enter into a Non -Exclusive Agreement to provide
Organics process in accordance with the terms of this Agreement
NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises,
covenants and payments hereinafter set forth, the City and the Contractor agree as follows:
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Non -Exclusive Contractor Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule;
4. Exhibit C — Invoice Format
5. Exhibit D - Chapter 252 Exemption Form; and
6. Exhibit E — Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Pagc 1 of 32
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Definitions: The following terms are defined as follows:
Acceptable Organic Materials shall mean Yard Waste, Brush and composting materials described in 30
TAC (Texas Administrative Code) Chapter 332, specifically, 332.2 (10), (33), and (65).
Affiliate shall mean any parent, subsidiary, or any other entity controlling, controlled by, or under common
control of the Contractor
Agreement shall mean the Drop -Off Station and Special Event Collection Services Agreement and all
Exhibits attached.
Applicable Law shall mean any statute, law, constitution, charter, ordinance, resolution, judgment, order,
decree, rule, regulation, directive, interpretation, standard or similarly binding authority, which in any case,
shall be enacted, adopted, promulgated, issued or enforced that relates to or affects the City, the Contractor,
or the performance by a party of its obligations hereunder.
Authorized City Representative shall mean the individual(s) designated to authorize decisions related to
this Agreement, serving as the point of communication between Contractor and the City.
Bag shall mean a sealed plastic bag approved in accordance with City ordinance and designed for the
storage of Garbage and Refuse, having a thickness of at least 1.0 millimeter.
Brush shall mean shrub limbs, tree limbs (up to four (4) inches in diameter), tree trimmings resulting from
landscape maintenance and cleaning operations (other than an Unacceptable Commercial Pile), and
untreated lumber (essentially free of hardware and nails), not exceeding eight (8) feet in length, and not
including Bulky Items.
Bulky Items shall mean furniture, Treated, Painted, or Coated Wood, up to ten (10) cubic yards of C&D
material generated by a residential customer (and not by a Commercial Service Provider) as a result of a
household project, mattresses and box springs, carpet, swing sets, plastic swimming pools, large toys,
bicycles, toilets, household appliances, electronic equipment, and other similar items, White Goods
(Chlorofluorocarbon (CFC)-Free), tree trunks, root balls; provided, all such materials must be permitted to
be disposed of in a Type IV landfill.
City shall mean the City of Fort Worth, Texas.
Commencement Date shall mean the date that the Assistant City Manager's Office signs this Agreement.
Commercial Drivers License shall mean a driver's license required to operate Vehicles pursuant to the
Services in this RFP.
Commission shall mean the Texas Commission of Environmental Quality (TCEQ).
Composting Facility shall mean a Processing Facility whose activities include the physical and/or
biological processing of Acceptable Organic Materials to produce a Market -Ready Product.
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 2 of 32
Contract shall mean any and all Agreements between the City and any Contractor.
Contractor shall mean any entity that is currently providing Services for the City or Contractor that enter
into Agreement with the City for Services pursuant to the terms of this Agreement.
Contractor's Representative shall mean a qualified, competent and reliable representative managing a
facility or other operations as part of this Agreement.
Dallas -Fort Worth Metroplex shall mean the area encompassing the Cities of Dallas and Fort Worth and
all surrounding cities and unincorporated areas within the 11-county metropolitan statistical area as defined
by the U.S. Office of Management and Budget.
Director shall mean the Director of the City of Fort Worth's Environmental Services Department
Disposal shall mean dumping or depositing of Solid Waste into or onto a Disposal Facility so that the waste
or any constituent thereof is introduced into the environment.
Disposal Facility shall mean a sanitary landfill or other Solid Waste Disposal Facility permitted by the
TCEQ and/or other applicable regulatory agency with jurisdiction and utilized for the receipt or final
disposition of Solid Waste generated within the City.
Drop -Off Station shall mean facilities, which include a Vehicle receiving area and various Solid Waste
Containers for deposit of selected materials so as to provide City residents with one -stop, drop-off service
for deposit of Refuse, Garbage, Yard Waste, Brush, and Program Recyclable Materials.
Environmental Protection Agency shall mean the United States Environmental Protection Agency (U.S.
EPA), or any duly authorized official of said Agency.
Facility shall mean all contiguous land and structures, other appurtenances, and improvements on the land
used for the storage, processing, or Disposal of Solid Waste, Program Recyclable Materials, Acceptable
Organic Materials, C&D, or any other materials as determined by the Authorized City Representative and
this Agreement.
Fire Prevention Plan shall mean a plan intended to prevent fires from occurring and detailing the roles
and responsibilities of personnel in the case of a fire emergency as part of Service.
Garbage shall mean Solid Waste consisting of putrescible animal and vegetable waste materials resulting
from the handling, preparation, cooking, and consumption of food, including waste materials from markets,
storage facilities, handling, and sale of produce and other food products.
Government Approvals shall mean all licenses, permits, and approvals required from any Governmental
Body for performance of the Contractor's obligations under this Agreement.
Governmental Body shall mean, as appropriate, any one or several of any court of competent jurisdiction,
the United States of America, the State of Texas and/or any appropriate jurisdiction over activities relating
to the services provided for under the terms of any Contract(s) developed as a result of this RFP; or any
agency, authority, regulatory body or subdivision of any of the above as may have jurisdiction over or
power and authority to regulate the City, the Contractor, or the collection of Solid Waste and Recyclables.
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 3 of 32
Hazardous Waste shall mean any Solid Waste identified or listed as a Hazardous Waste by the
administrator of the United States Environmental Protection Agency pursuant to the federal Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, 42 USC, §6901 et seq,
as amended.
Household Hazardous Waste shall mean any Solid Waste generated in Single -Family and Multi -Family
dwellings by a consumer, which except for the exclusion provided in 40 CFR 261.4(b)(1), would be
classified as a Hazardous Waste under 40 CFR, Part 261.
Kraft Bag shall mean a biodegradable, multi -layer paper collection bag specifically designed for Yard
Waste. A Kraft bag is not considered contamination under this agreement.
Large Brush shall mean less than ten (10) cubic yards in volume of shrub limbs, trimmings and tree limbs
or sections greater than three inches in diameter, untreated lumber (free of hardware and nails) and other
similar items, and excludes tree surgery and related work, which become the responsibility of the contractor
hired by a Service Unit.
Market or Marketing shall mean the sale of Market -Ready Products to end users for beneficial uses.
Marketing does not include Disposal or use of Finished Products as daily or intermediate cover at a landfill
site.
Market -Ready Products shall mean any product developed at the Composting Facility including mulch,
compost, or otherwise salable processed Acceptable Organic Material.
Medical Waste shall mean waste generated by health -care -related facilities and associated with health-care
activities, not including Garbage or Refuse generated from offices, kitchens, or other non -health-care
activities. The term includes special waste from health care -related facilities which is comprised of animal
waste, bulk blood and blood products, microbiological waste, pathological waste, and sharps as those terms
are defined in 25 TAC § 1.132 (Definition, Treatment, and Disposition of Special Waste from Health -Care
Related Facilities). The term does not include Medical Waste produced on farmland and ranchland as
defined in Agriculture Code, §252.001(6) (Definitions --Farmland or ranchland), nor does the term include
artificial, nonhuman materials removed from a patient and requested by the patient, including but not
limited to orthopedic devices and breast implants.
Performance Bond shall mean a corporate surety bond that guarantees compensation to the City in the
event that the City must assume the obligations or duties of the Contractor in order to continue the services
defined in any Contract(s) developed as a result of this RFP.
Person shall mean any individual, partnership, co -partnership, firm, company, corporation, association,
joint stock company, trust, estate, governmental entity, or any other legal entity; or their legal
representatives, agents, or assigns. This definition includes all federal, State, and local governmental
entities.
Process, Processed, Processing shall mean treatment of Acceptable Organic Waste to produce Market -
Ready Products that are Marketed to end users.
Processing Fee shall mean the fee charged to the City by the Contractor(s) for one or more Service(s)
where materials are processed in a Processing Facility.
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 4 of 32
RCRA shall mean Resource Conservation and Recovery Act.
Refuse shall mean non-putrescible Solid Waste (excluding ashes), consisting of both combustible and non-
combustible waste materials. Combustible Refuse includes paper, rags, cartons, wood, excelsior, furniture,
rubber, plastics, yard trimmings, leaves, or similar materials; non-combustible Refuse includes glass,
crockery, tin cans, aluminum cans, metal furniture, and similar materials that will not burn at ordinary
incinerator temperatures (1,600 degrees Fahrenheit to 1,800 degrees Fahrenheit).
Residential Waste shall mean Refuse, Garbage, Yard Waste, Brush and Bulky Items discarded by Single -
Family homes or apartments occupied by not more than one family.
Services shall mean Service provided under any Contract developed as a result of this RFP.
Solid Waste shall mean any Garbage, Rubbish, Refuse, sludge from a wastewater treatment plant, water
supply treatment plant, or air pollution control Facility, and other discarded material, including solid, liquid,
semi -solid, or contained gaseous material resulting from industrial, municipal, commercial, mining, and
agricultural operations and from community and institutional activities. The term does not include:
(A) solid or dissolved material in domestic sewage, or solid or dissolved material in irrigation return
flows, or industrial discharges subject to regulation by permit issued under the Water Code, Chapter
26;
(B) soil, dirt, rock, sand, and other natural or man-made inert solid materials used to fill land if the
object of the fill is to make the land suitable for the construction of surface improvements; or
(C) waste materials that result from activities associated with the exploration, development, or
production of oil or gas or geothermal resources and other substance or material regulated by the
Railroad Commission of Texas under the Natural Resources Code, §91.101, unless the waste,
substance, or material results from activities associated with gasoline plants, natural gas liquids
processing plants, pressure maintenance plants, or repressurizing plants and is Hazardous Waste as
defined by the administrator of the United States Environmental Protection Agency under the
federal Solid Waste Disposal Act, as amended by Resource Conservation and Recovery Act, as
amended (42 USC §6901 et seq.).
Source Separated shall mean Acceptable Organic Materials that have been segregated from Solid Waste
by or for the generator thereof, on the premises at which they were generated, for handling different from
that of Solid Waste.
Southeast Landfill (SELF) shall mean the City -owned landfill accepting Refuse, Garbage, Yard Waste,
Brush or Bulky Items, located at 6288 Salt Road, Fort Worth, Texas.
Standard Wage shall mean prevailing wage rate as defined by the U.S. Department of Labor and
complying with all requirements of Chapter 2258, Texas Government Code, including the payment of not
less than the rates determined by the City Council of the City of Fort Worth to be the prevailing wage rates
in accordance with Chapter 2258, Texas Government Code.
State shall mean the State of Texas.
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 5 of 32
Storm Event shall mean a weather -related event, including, but not limited to, flood, thunderstorm,
hurricane, tornado, wind storm, ice storm, severe cold front or other major weather event affecting the City
TCEQ shall mean the Texas Commission on Environmental Quality, the lead environmental agency for
the State of Texas.
Term shall mean the term of any Contract(s) awarded as a result of this RFP.
Treated Wood shall mean wood that has been treated or preserved with chromated copper arsenate (CCA),
pentachlorophenol, or other chemicals which have been classified as known human carcinogens by the US
EPA.
Ton shall mean a short ton of 2,000 pounds.
Trash shall mean the same as Refuse.
Unaccepted Load shall mean any loads of materials that are contaminated or otherwise unacceptable for
processing at a Facility.
Unacceptable Waste shall mean (i) any and all waste, including, but not limited to, Hazardous Waste,
special waste, Medical Waste and friable asbestos, the acceptance and handling of which by Contractor
would cause a violation of any permit condition, legal or regulatory requirement, damage to Contractor's
equipment or facilities (other than damage caused by Contractor's improper use of its equipment), or
present a danger to the health or safety of the public or Contractor's employees, (ii) rock, (iii) tires, (iv)
roofing material, and (v) construction debris (except for construction debris constituting Bulky Items).
Unanticipated Events shall mean severe weather events such as hurricanes, tornadoes, floods, ice storms or
hail, and other disasters such as fires, which may generate unexpected quantities of material.
Uncontrollable Circumstances shall include "unanticipated events," and shall mean any act, event or
condition (excluding those which result from the willful or negligent action or inaction of a party) occurring
during the term that has, or may reasonably be expected to have, a material and adverse effect on a right or
an obligation of either or both parties to this Contract, if such act, event or condition is beyond the
reasonable control of the party relying thereon as justification for not performing under this Contract.
Uncontrollable Circumstances shall include, but are not limited to, the following: an act of God, landslide,
lightning, earthquake, fire, explosion, flood, ice storm, nuclear radiation, acts of a public enemy or terrorist,
war, blockade, insurrection, riot or civil disturbance or any similar occurrence, or a condemnation or other
taking by or on behalf of any public, quasi -public or private entity, but not including reasonably anticipated
weather conditions for the geographic area of the City;
Uncontrollable Circumstances shall not include:
(1) insolvency or inability to pay any amount;
(2) inability to obtain any letter of credit, surety bond, payment or performance bond or any other
security required by this Contract;
(3) a public or private labor dispute relating to the collection, transportation or disposal of Solid Waste.
USC shall mean United States Code.
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 6 of 32
Vehicle shall mean every device in, upon, or by which Contractor uses to transport materials and/or waste
or drawn upon a public or private highway or road to perform the services and related services described
by this RFP.
Violation shall mean any determination by a Governmental Body that the Contractor is in violation of or
not in compliance with any portion of its Governmental Approvals or Applicable Law.
Working Day shall mean Monday through Friday and holidays, except New Year's Day, Thanksgiving
Day, and Christmas Day.
Yard Waste shall mean leaves, yard trimmings, yard and garden debris, Undecorated real Christmas trees,
and brush, including clean woody vegetative material not greater than six inches in diameter, which results
from landscaping maintenance and land -clearing operations. The term does not include stumps, roots, or
shrubs with intact root balls, and specifically excludes all Treated, painted, or coated Wood.
2. Scope of Contractor Services. Under this Agreement, the Contractor shall be required to
perform the following services ("Services"), in a manner and under the requirements which are set forth in
more detail in Exhibit "A," attached hereto and incorporated herein for all purposes:
Receive all Acceptable Organic Materials Delivered to the Contractor's Composting
Facilities by the City Curbside Hauler, City Residential Drop-off Customers, and City
Maintenance Drop -Off Customers
Process all Acceptable Organic Materials received from City Sources to produce Market -
Ready Product(s)
Market Market -Ready Product(s) to end users.
3. Term. This Agreement begins on January 1, 2024 ("Effective Date") and expires on
12/31/2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial
Term").
4. Compensation & Invoicing.
4.1 Pavment. City will pay Contractor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement shall not exceed One Hundred Thousand Dollars and No
Cents ($100,000.00). Contractor will not perform any additional services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of Contractor
not specified by this Agreement unless City first approves such expenses in writing. Contractor
understands and agrees that the City may have multiple non-exclusive agreements with other
contractors who provide similar Services to the City, and the City makes no promise or guarantee
of the total amount of work that will be assigned to the Contractor under this Agreement.
4.2 Invoice. Contractor shall submit to the Director, or designated authority an invoice
under the requirements and format provided in Exhibit "C" detailing daily activities.
5. Citv's Responsibilities: The City agrees to perform the following services:
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 7 of 32
5.1. Designate a City representative to provide timely direction to the Contractor and
render City decisions
5.2. Timely (within 5 business days) review and respond, if necessary, to reports
submitted by Contractor
5.3. Monitor the Personnel, Equipment, and Vehicle Standards as described in the
terms of this Agreement
5.4. Inform Contractor of complaints made by City Collectors in a timely manner
5.5 Work with Contractor and City Collector to resolve customer services issues; and
5.6 INTENTIONALLY DELETED
6. Insnection Rights. The City or any of its duly authorized representatives reserves the right to
inspect Contractor's facilities and equipment, as the City deems reasonably necessary, to verify compliance
with the terms of the Agreement either on a continuing or random inspection basis. The City shall provide
at least 24 hours' notice and conduct the inspection of facilities and equipment during regular hours of
operation. The Contractor shall make available to the City all reasonable assistance to facilitate
performance of inspections.
7. Termination.
7.1. Written Notice. City or Contractor may terminate this Agreement at any time and
for any reason by providing the other party with 30 days' written notice of termination.
7.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Contractor of such occurrence and this Agreement will terminate on the last day of the fiscal period
for which appropriations were received without penalty or expense to City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
7.3. Default. When a Parry has defaulted on one or more material terms of this Agreement,
the non -defaulting Party may terminate this Agreement on thirty (30) days' written notice where
such default has not been cured by the defaulting party within such thirty (30) day period. If a Party
makes a general assignment for the benefit of its creditors, files for bankruptcy relief, or has an
involuntary bankruptcy petition filed against it, the other Parry may terminate this Agreement upon
three (3) days' written notice. In the event either Party waives default by the other Party, such waiver
shall not be construed or determined to be a continuing waiver of the same or any subsequent breach
or default. In the event of a default, the non -defaulting Party shall have the right to seek all available
recourse to which it may be entitled by law or in equity, including, but not limited to, the right to all
damages or losses suffered as a result of such termination.
7.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated
prior to the termination date, the City agrees to pay Contractor for services actually rendered up to
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 8 of 32
the effective date of termination. Contractor will continue to provide City with services in
accordance with this Agreement up to the effective date of termination, unless otherwise mutually
agreed.
Intentionally Deleted
Intentionally Deleted
10. Uncontrollable Circumstance.
10.1 Uncontrollable Circumstance affectinL- Comnanv's Oblisations. Contractor shall be
excused for the failure to perform its obligations under the terms of this Agreement if such failure
results from the occurrence of an Uncontrollable Circumstance. The Company shall seek diligently
and in good faith to perform its obligations, notwithstanding the occurrence of an Uncontrollable
Circumstance, to mitigate the adverse effects of an Uncontrollable Circumstance, and to overcome
an Uncontrollable Circumstance as soon as practicable.
10.2. Notice of an Uncontrollable Circumstance. Contractor shall provide verbal notice
of an Uncontrollable Circumstance to the Director within twenty-four (24) hours of the Contractor's
knowledge of such Uncontrollable Circumstance and Contractor shall follow up with written
notification within three (3) Days of the Contractor's knowledge of such Uncontrollable
Circumstance. Such notice shall, at a minimum, set forth the following (to the extent then known
or available, or if not, as soon as practicable thereafter, a separate notice shall provide such
information not provided in the first notice):
(a) A description of the Uncontrollable Circumstance that has occurred;
(b) the effect, if any, or such Uncontrollable Circumstance on Contractor's
performance or other obligations under this Contract; and
(c) the time when the Uncontrollable Circumstance will be abated.
10.3. Reinstatement of Abilitv to Perform. After the resolution of an Uncontrollable
Circumstance and the restoration of the Services, the Contractor shall provide written notice of a
reinstatement of services. The City shall reinstate (or shall cause reinstatement of) unless this Contract shall
have been previously terminated as provided herein.
10.4. Termination Due to Uncontrollable Circumstance. Neither Company nor the City
shall be liable for the failure to perform their duties nor for any resultant damage, loss, etc., if such failure
is caused by Uncontrollable Circumstances. If such Uncontrollable Circumstance persists for more than
thirty (30) consecutive Days, or if after the Uncontrollable Event's cessation, the Company or the City is
unable to render full or substantial performance for a period of thirty (30) Days, either party may terminate
this Agreement by giving the non -performing party at least ten (10) Days advance written notice.
11. Disclosure of Conflicts and Confidential Information.
11.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has
made full disclosure in writing of any existing or potential conflicts of interest related to
Contractor's services under this Agreement. In the event that any conflicts of interest arise after the
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 9 of 32
Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to
City in writing.
11.2 Confidential Information. Contractor, for itself and its officers, agents and
employees, agrees that it will treat all information provided to it by City ("City Information") as
confidential and will not disclose any such information to a third parry without the prior written
approval of City.
11.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Contractor. It will be the responsibility of Contractor to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be decided
by City, but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
11.4 Unauthorized Access. To the extent applicable, Contractor must store and maintain
City Information in a secure manner and will not allow unauthorized users to access, modify, delete
or otherwise corrupt City Information in any way. Contractor must notify City immediately if the
security or integrity of any City Information has been compromised or is believed to have been
compromised, in which event, Contractor will, in good faith, use all commercially reasonable
efforts to cooperate with City in identifying what information has been accessed by unauthorized
means and will fully cooperate with City to protect such City Information from further unauthorized
disclosure.
12. Right to Audit. Contractor agrees that City will, until the expiration of three (3) years
after final payment under this Agreement, or the final conclusion of any audit commenced during the said
three years, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records, including, but not limited to, all electronic records, of Contractor involving
transactions relating to this Agreement at no additional cost to City. Contractor agrees that City will have
access during normal working hours to all necessary Contractor facilities and will be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this section.
City will give Contractor reasonable advance notice of intended audits.
13. Indeuendent Contractor. It is expressly understood and agreed that Contractor will
operate as an independent contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the
conditions and provisions of this Agreement, Contractor will have the exclusive right to control the details
of its operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, Contractors, and subcontractors. Contractor acknowledges that the doctrine of
respondeat superior will not apply as between City, its officers, agents, servants and employees, and
Contractor, its officers, agents, employees, servants, contractors, and subcontractors. Contractor further
agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City
and Contractor. It is further understood that City will in no way be considered a Co -employer or a Joint
employer of Contractor or any officers, agents, servants, employees, contractors, or subcontractors. Neither
Contractor, nor any officers, agents, servants, employees, contractors, or subcontractors of Contractor will
be entitled to any employment benefits from City. Contractor will be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees,
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Pagc 10 of 32
contractors, or contractors.
14. Liability and Indemnification.
14.1 LIABILITY— CONTRACTOR WILL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS.
FURTHERMORE, CONTRACTOR AGREES THAT IT WILL BE LIABLE AND
RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED, IN
WHOLE OR IN PART, BY THE CONTRACTOR'S, ITS OFFICERS" AGENTS"
SERVANTS" EMPLOYEES" CONTRACTORS" OR SUBCONTRACTORS' USE OR
CONDITION OF THE CITY'S PROPERTY AT THE FACILITY AND/OR COMPOSTING
FACILITY, OR BY THE NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACT OR
OTHER FAULT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS IN THE USE OF THE CITY'S PROPERTY AT
THE FACILITYAND/OR COMPOSTING FACILITY.
14.2 GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS
AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
FURTHERMORE, CONTRACTOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY AND HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT
OF OR IN CONNECTION WITH THE CONTRACTOR'S, ITS OFFICERS" AGENTS"
SERVANTS" EMPLOYEES" CONTRACTORS" OR SUBCONTRACTORS' USE OR
CONDITION OF THE CITY'S PROPERTY AT THE FACILITY AND/OR COMPOSTING
FACILITY, OR BY THE NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACT OR
OTHER FAULT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 11 of 32
CONTRACTORS, OR SUBCONTRACTORS IN THE USE OF THE CITY'S PROPERTYAT
THE FACILITYAND/OR COMPOSTING FACILITY.
14.3. NOTICE. UPON LEARNING OF A CLAIM, LAWSUIT, OR OTHER
LIABILITY WHICH CONTRACTOR IS REQUIRED HEREUNDER TO INDEMNIFY
AND/OR DEFEND, THE CITY SHALL PROVIDE CONTRACTOR WITH PROMPT AND
TIMELYNOTICE OF SAME.
14.4 SURVIVAL. THE OBLIGATIONS OF THE CONTRACTOR UNDER THIS
SECTION SHALL SURVIVE THE EXPIRATION OF THIS AGREEMENT AND THE
DISCHARGE OF ALL OTHER OBLIGATIONS OWED BY THE PARTIES TO EACH
OTHER HEREUNDER.
14.5. SUBCONTRACTOR REOUIREMENT. IN ALL OF ITS AGREEMENTS
WITH SUBCONTRACTORS FOR THE PERFORMANCE OF ANY WORK UNDER THIS
AGREEMENT, CONTRACTOR SHALL REQUIRE THE SUBCONTRACTORS TO
INDEMNIFY THE CITY INA MANNER CONSISTENT WITH THIS SECTION.
15. Assignment and Subcontracting.
15.1 Assignment. Contractor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Contractor under which
the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement.
Contractor will be liable for all obligations of Contractor under this Agreement prior to the effective
date of the assignment.
15.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Contractor referencing this Agreement under which subcontractor agrees
to be bound by the duties and obligations of Contractor under this Agreement as such duties and
obligations may apply. Contractor must provide City with a fully executed copy of any such
subcontract.
16. Insurance. Contractor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
16.1 Coverage and Limits
(a) Commercial General Liability:
Minimum limits at $1,000,000 for Each Occurrence and
$2,000,000 Aggregate
Excess in the amount of $5,000,000.
(b) Automobile Liability:
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 12 of 32
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Contractor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$500,000 -
Bodily Injury by accident; each accident/occurrence
$500,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Environmental Impairment Liability (EIL) and/or Pollution Liability:
$6,000,000 - Each Occurrence
EIL coverage must be included in policies listed in items above; or, such
insurance shall be provided under separate policies. Liability for damage
occurring while loading, unloading and transporting materials under the Contract
shall be included under the Automobile Liability insurance or other policy(s)
16.2 General Requirements
(a) For policies stated in 16.1, the policies must name City as an additional
insured thereon, as its interests may appear. The term City includes its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 13 of 32
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Contractor has obtained all required
insurance will be delivered to the City prior to Contractor proceeding with any
work pursuant to this Agreement.
17. Intentionally Deleted
18. Compliance with Laws. Ordinances. Rules and Regulations. Contractor agrees that in
the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Contractor of any violation of such laws, ordinances, rules or regulations, Contractor must immediately
desist from and correct the violation.
19. Licenses. Permits, and Fees. Contractor agrees to obtain, pay for, and maintain all
licenses, permits, certificates, and all other Governmental Approvals and other fees required by Applicable
Law or otherwise necessary to perform the Services prescribed hereunder. Company shall also pay, at its
own expense, all fees necessary to maintain these Governmental Approvals (e.g., licenses, permits,
certificates) for the Services provided under this Agreement.
20. Non -Discrimination Covenant. Contractor, for itself, its personal representatives,
assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees
that in the performance of Contractor's duties and obligations hereunder, it will not discriminate in the
treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY
CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
21. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement
To CONTRACTOR:
Silver Creek Materials, Inc.
Attn; Jennifer Lutz ,
Title Business Development Manager
817-246-2426
jennifer@silvercreekmaterials.com
Facsimile: No fax service
Page 14 of 32
With copy to Fort Worth City Attorney's Office at
same address
22. Solicitation of Emvlovees. Neither City nor Contractor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
23. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
24. No Waiver. The failure of City or Contractor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's
or Contractor's respective right to insist upon appropriate performance or to assert any such right on any
fixture occasion.
25. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
26. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
27. Force Maieure. City and Contractor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
28. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 15 of 32
29. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or all the attached exhibits.
30. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
31. Counternarts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
32. Warranty of Services. Contractor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Contractor's
option, Contractor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Contractor for the nonconforming
services.
33. Immigration Nationalitv Act. Contractor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Contractor will provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Contractor employee who is not legally eligible
to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, OR AGENTS. City, upon written notice to Contractor, will have the right to
immediately terminate this Agreement for violations of this provision by Contractor.
34. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Contractor.
Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
35. Change in Comnanv Name or Ownership.. Contractor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Contractor or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such change, copy of the
board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure
to provide the specified documentation so may adversely impact future invoice payments.
36. No Bovcott of Israel. If Contractor has fewer than 10 employees or this Agreement
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 16 of 32
is for less than $100,000, this section does not apply. Contractor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas
Government Code. By signing this Agreement, Contractor certifies that Contractor's signature
provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the Agreement.
37. Prohibition on Bovcotting Energv Companies. Contractor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the Contractor that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
38. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the Contractor that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to
the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity
or firearm trade association during the term of this Agreement.
39. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
40. Entirety of Agreement. This Agreement, including all attachments and exhibits, contains
the entire understanding and agreement between City and Contractor, their assigns and successors in
interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this Agreement.
(signature page follows)
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 17 of 32
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
B)ialeriWashington (Mar 4, 2024 08:57 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date:March 12024
APPROVAL RECOMMENDED:
Name: Jim Keezell
Title: Assistant Director of Environmental Svcs.
ATTEST:
' 3
By:
Name: Jannette Goodall
Title: City Secretary
CK1WY__Y_ T, ""
4,d44Upn��
. FCRt%
° oa
°•10
OVo o".
p��* o° ° o *,a
daa41N�ASgp�
Silver Creek Materials, Inc
ByAaron Fields (Feb 29, 202413:36 CST)
Name: Aaron Fields
Title: COO
Date: 2/29 , 2024
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
� � Cl�Yistia�r tfa�,�eY
BYC-hristian Hamer IFeh 99 9094 7 CSTI
Name: Christian Harper
Title: Contract Services Administrator
APPROVED AS TO FORM AND LEGALITY:
Bya-�
Name: Christopher Austria
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Pagc 18 of 32
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 19 of 32
City Secretary Contract No.
EXHIBIT A
CONTRACTOR SCOPE OF SERVICES AND OPERATION REOUIREMENTS
1. Scone of Services. The following Scope of Services ("Services") shall be provided by
Contractor under this Agreement:
• Receive all Acceptable Organic Waste delivered to the Contractor's Composting
Facilities by the City Curbside Hauler, City Residential Drop -Off Customers, and City
Maintenance Drop -Off Customers.
• Process all Acceptable Organic Waste received from City sources to produce Market
Ready Products.
• Market Market -Ready Products to end users.
2. Accented Waste Tvnes and Sources. Contractor shall accept and process Acceptable
Organic Materials delivered to the Composting Facility. Acceptable Organic Materials may be expanded
to include other organic materials proposed by the City and agreed to by Contractor. Acceptable Organic
Materials will be direct -hauled to the Contractor's Composting Facility under the City's Residential
Collection Services Contractor as collected from residents and Drop -Off Stations.
3. Comnosting Facilities. The Contractor shall receive and process all Acceptable Organic
Waste at the Composting Facility located as follows:
3.1 Geo2rabhv. Contractor's Composting Facility, whether new or existing, must be
within twenty (20) miles of the intersection of Interstate Highway 30 and Interstate 35.
3.2 Location. For purposes of this Agreement, the City and Contractor agree to the
following Composting Facility location:_2251 Silver Creek Road, Fort Worth, Texas
76108
4. Days and Hours of Oneration The Contractor shall operate the Composting Facility
Monday through Friday, seven (7) a.m. to five (5:00) p.m. Central Time and Saturday from seven (7) a.m.
to One (1:00) p.m. unless Authorized City Representative provides written approval otherwise. The
Contractor shall extend the hours of operations to accept materials from the City's Residential Collection
Services Contractor upon forty-eight (48) hour notice of the City. If necessary and mutually agreed upon,
the Contractor shall provide the City and City's Residential Collection Services Contractor access to the
Composting Facility to deliver loads outside of the hours of operation. The City recognizes that the
Contractor observes Memorial Day, Independence Day, Labor Day and the Friday and Saturday following
Thanksgiving as Holidays and that the Contractor is closed for these Holidays. The Contractor will
communicate the actual dates of closure to the City. The Contractor will have limited staff on site during
all Holiday closures and the City recognizes that any assistance requiring equipment may not be possible
during these closures. The City may reasonably modify the minimum hours of operation at the Composting
Facility with thirty (30) calendar days' notice.
5. Holidays. The Contractor(s) shall not be obligated to provide Services on New Year's
Day (January 1), Thanksgiving Day (Fourth Thursday in November) and Christmas Day (December 25).
Holidays may be added, deleted, or changed upon the sole determination of the City. During the calendar
week of each of these holidays, Contractor shall revise their operating schedule to make the Composting
Facility(ies) available to receive Acceptable Organic Materials from the Residential Collection Service
Contractor during regular operating hours, including days altered due to the occurrence of a holiday.
6. Minimum Processing Requirements. The Contractor shall provide sufficient
CFW and Silver Creek Materials, Inc.
Organic Waste Processing Agreement Page 20 of 32
infrastructure, equipment, tools, instruments, supplies, and labor to operate and maintain all Composting
Facility with sufficient capacity to receive and process all Acceptable Organic Waste provided by the City
or the City's Residential Collections Services Contractor in accordance with this Agreement and all
applicable laws to produce Market -Ready Products for distribution.
7. Market-Readv Product Sales. Contractor shall market all Market -Ready Products
produced through processing of City -provided Acceptable Organic Materials under this Agreement. City
may purchase Market -Ready Products from Contractor at the price shown in Exhibit `B", subject to
availability.
8. Disposal of Acceptable Organic Waste or Market-Readv Products. The Contractor
shall not dispose of any Acceptable Organic Materials or Market -Ready Materials to end users or markets
that the Contractor knows or reasonably should have anticipated will dispose of such materials except when
approved in writing by the Authorized City Representative.
9. Disuosal of Residue and Contamination. The Contractor may dispose of residue and
contamination from the processing of Acceptable Organic Materials in a City provided roll -off placed on
contractor's property. The City of Fort Worth will provide an open -top roll -off for Silver Creek Material's
use for storage, disposal and transportation of any contaminated green waste at the City's sole expense.
Once the roll -off is full, contractor will notify city to swap out the container for an empty one.
10. Priority Access and Vehicle Turnaround Time. The Contractor shall operate the
Composting Facility to maintain a daily average vehicle turnaround time of thirty (30) minutes or less for
all of the vehicles delivering Acceptable Organic Materials by or on behalf of the City. The Contractor shall
provide priority access to all vehicles delivering Acceptable Organics Materials by or on behalf of the City
to achieve the daily average vehicle turnaround times. Vehicle turnaround time will be calculated from the
time a Vehicle arrives at the scalehouse to departure from the gates of the Composting Facility or checked
in at the gates of the Composting Facility.
11. Scalehouse Requirements. This section shall only apply to a Contractor and
Composting Facility that has a scalehouse. Contractor's Composting Facility shall be equipped with
adequately sized vehicle scales and computerized recordkeeping systems for weighing and recording all
incoming and outgoing vehicles. Contractor shall operate and maintain the scalehouse. Including, but not
limited to the scales at the scalehouse. The scalehouse is not required to be attended, but unattended
scalehouses must, at a minimum, provide for automated record keeping of incoming vehicles, provide
incoming vehicles with access to live audio communication with personnel at the Composing Facility, and
include video monitoring and recording capabilities. Scales shall be tested and maintained as required by
Applicable Law, at a minimum, but not less than every 3 months.
12. Storage of Materials. The Contractor shall store material, both incoming and processed,
to prevent putrification, prevent negative impact to maneuvering vehicles in the Composting Facility, and
ensure the safety of persons at the Composting Facility. All incoming, pre-processed materials shall be
contained within the tipping are, and therefore within the Composting Facility. The Contractor shall
maintain adequate open tipping area space at all times for vehicles to unload in a safe and timely manner
to meet the vehicle turnaround time requirements set for in this Agreement.
13. Ownership of Acceptable Organic Materials and Risk of Loss. Title to and risk of loss
of Acceptable Organic Materials will pass to the Contractor once the Contractor takes possession of the
materials at the Composting Facility upon unloading and inspection (to determine acceptability) of
Acceptable Organic Materials from the vehicle.
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 21 of 32
14. Unaccented Loads
14.1 Designation and Reiection. If a load of material delivered to the Composting
Facility, by or on behalf of the City, contains more then ten (10) percent, by weight, or
number of cubic yards of materials other than Acceptable Organic Materials, the Contractor
may designate the load as an Unaccepted Load. The Contractor shall reject such load prior
to the departure of the vehicle that delivers such Unaccepted Load from the Composting
Facility. In rare instances, there may be contamination that is less than 5% that Silver Creek
Materials cannot accept on our site. In such instances, the Contractor reserves the right to
reject these loads by providing a written notice to the City and receiving written notice
of receipt and agreement of the rejection by the City within one hour of receipt of the
Contractor's written notice.
14.2 Notice and Photographs. For any load designated as an Unaccepted Load, the
Contractor must provide written notice and photographs of the Unaccepted Load prior to
the collection vehicle departing the Composting Facility to the driver of the vehicle and the
Authorized City Representative if the load is delivered by or on behalf of the City
14.3 Disposal. For all Unaccepted Loads, the City shall manage handling of the
Unaccepted Load, including, but not limited to, loading, transporting and disposing of the
contents of the Unaccepted Load. Loads containing less than ten (10) percent
contamination by volume shall not be designated as Unaccepted Loads and the Contractor
shall be responsible to sort out the contaminants at its sole discretion.
15. Litter. Odor. Noise and Other Nuisances
15.1 Noise. Contractor shall conduct equipment operations as quietly as possible and
shall conform to applicable Federal, State, County and City noise level regulations.
15.2 Litter. Nuisances, and Erosion. Contractor shall pick up any and all litter caused
by the provision of Service and operate and maintain the Composting Facility and any equipment
in a manner that minimizes odors and noise. The Contractor shall ensure nuisances are not caused
by Contractor's equipment, or by Contractor's employees or subcontractors while performing
services in connection with this Contract. The Contractor shall also take active measures to control
and minimize pests at the Composting Facility. The Contractor shall properly maintain all
Acceptable Organic Materials received for processing in a neat and orderly fashion in accordance
with applicable permits and to minimize dust and stormwater runoff and erosion.
15.3 Odor Complaint. If the Contractor is notified by a governing body of an odor
complaint related to the Contractor's operation of the Composting Facility, the Contractor shall
investigate and respond to such odor complaint within two (2) hours of receipt. If Contractor is
unable to conduct the investigation within two (2), Contractor shall notify the Authorized City
Representative.
16. Contractor Representative and Personnel Standards
16.1 Contractor Representative. The following standards are required for the Contractor's
representative:
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement
Page 22 of 32
a) The Contractor shall assign a qualified person or persons to oversee its
operations and performance of Services, and shall provide the name, office
telephone number, mobile phone number, email address, and fax number
of the Contractor's representatives and key personnel to the City. Such
records shall be updated as personnel or contact information changes.
b) The Contractor shall have a competent and reliable representative on duty
at all times that is authorized to make decisions and act on its behalf. The
Contractor agrees that the City shall have twenty-four (24) hour access to
said representative via non -toll call from the City. Answering machines,
pagers or other devices that do not provide for immediate contact with the
Contractor's said representative(s) shall not meet the requirements.
16.2 Personnel Standards: The following standards are required for all personnel and
employees of the Contractor.
a) The Contractor shall hire and maintain qualified personnel to provide
service under this Agreement. The Contractor is responsible for ensuring
that all personnel are supplied with all equipment and have obtained any
training, licenses, or certifications required by law to perform their work.
As for personnel operating commercial vehicles, the Contractor shall
ensure such personnel have a valid commercial driver's license while
operating commercial vehicles in the City or in connection with this
Agreement.
b) The Contractor shall provide regularly scheduled, on -going operating and
safety training for all employees. Such meetings shall be mandatory for all
front-line and supervisory personnel and held not less than once per
month. Training manuals and schedules shall be maintained at the local
office of the Contractor and available for review at any time by the City.
c) Contractor shall not, nor shall it permit its employees to demand or solicit,
directly or indirectly, any additional compensation or gratuity from
members of the public for Service provided under the Agreement.
d) All Contractor's employees involved in the performance of this
Agreement including office and all front-line personnel, shall be provided
adequate training before and during their employment with the Contractor.
This training shall familiarize employees with the required duties,
standards of performance, and specific requirements of their roles. All
front-line, administrative, supervisory and customer service personnel
shall receive customer service training prior to and during the time they
are employed by the Contractor.
e) Contractor shall use its best efforts to assure that all employees present a
neat appearance and conduct themselves in a courteous manner.
Contractor(s) shall regularly train its employees in customer courtesy,
shall prohibit the use of loud or profane language, and shall instruct
collection crews to perform the work as quietly as possible. If any
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 23 of 32
employee is found not to be courteous or not to be performing Service in
the manner required under this Agreement, Contractor shall take all
appropriate corrective measures. If City has notified Contractor of a
complaint related to discourteous or improper behavior, Contractor, at its
sole discretion will consider all options to resolve the complaint,
including, but not limited to, reassigning the employee to duties not
entailing contact with the public while Contractor is pursuing its
investigation and corrective action process.
f) All employees of the Contractor performing work under this Agreement
shall be uniformed, showing their association with the Contractor while
operating in the field. Employees or representatives of the Contractor
shall not represent to any person that they are a representative or an
employee of the City.
g) Intentionally Deleted
h) hi performance of all Services, the Contractor's employees shall adhere to
municipal, City, State and federal laws.
17. Prouerty Damage. Except for reasonable wear and tear, if the Contractor and/or
subcontractor damage or remove the City's real or personal property, the Contractor shall compensate the
City for the cost of repair or replacement, whichever the City determines is appropriate under the
circumstances. In such event, the City will provide to the Contractor an invoice stating the actual cost of
repairing or replacing the damaged property. The Contractor shall provide payment of the invoiced amount
within thirty (30) days of its receipt of said invoice. Should the Contractor refuse to compensate the City
for the damage incurred, the invoiced amount shall be withheld from the amount payable to the Contractor
for Service. This provision does not waive or diminish the City's right to pursue any and all legal remedies
to collect for damages caused by the Contractor or its subcontractor.
18. Recordkeeuin2 & Reuortin2
18.1 Availabilitv & Submitting. Contractor shall create, maintain and make available
records a daily, weekly, cumulative monthly, and cumulative annual basis, and make available to
the City upon request. The Contractor shall submit all reports in electronic (e.g., Excel, delimited
text files) format approved by the Authorized City Representative. All monthly reports shall be
submitted within seven calendar days following the end of each calendar month and all annual
reports within thirty days following the Contract(s) year end.
18.2 Tvnes of Information. Contractor shall create, maintain and make available
records as defined in and/or required by Applicable Law, and any reports reasonably necessary
to:
a) Provide a list of Contractor's current employees, contractors and
subcontractors related to this Agreement (Scope of Work) to the City upon request.
b) Document employee and subcontractor training by description of training,
date of training, time of training, names of personnel who attended training, name
of training instructor, and other information as requested by the Authorized City
Representative.
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 24 of 32
c) Provide data as required by the City for preparing monthly, quarterly, or
annual reports.
d) Record and/or report any missing criteria, data, guidance, information or
providing more frequent reporting to the Authorized City Representative as
necessary based on the needs to complete the tasks required under the Agreement.
e) Inform the Authorized City Representative of any change in Contractor's
contact name or address within 15 days of such occurrence.
Acquire written consent from the City for any subcontractor(s) to be used
to complete any portion this Agreement. Written qualifications of a subcontractor
must be provided to the City prior to subcontractor work under the Contract(s).
g) Report any damage to City -owned or private property as a result of
conducting Service(s) within two (2) hours of damage occurring.
h) Document loads delivered by time delivered to Composting Facility,
tonnage or cubic yards of material delivered, time of delivery, City or contractor
vehicle number. Unaccepted Loads by weight and date collected, and other
information as requested by the City and organized by Composting Facility, as
applicable. A monthly and annual summary shall also be submitted to City.
i) Intentionally Deleted
j) Provide written notice and photographs for any load designated as an
Unaccepted Load prior to the collection vehicle departing the Composting Facility
to the driver and the Authorized City Representative if the load is delivered by or
on behalf of the City.
k) Within seven (7) days following formal written receipt of a complaint by
a governing body, the Contractor shall provide the Authorized City representative
a written report on each complaint received, including a summary of Contractor's
investigation of the incident upon which the complaint was based and identify
actions taken by the Contractor to resolve the incident including a plan for
preventing a recurrence of the incident in the future.
19. Unacceptable Waste. Contractor shall NOT knowingly accept, nor be required to accept
for Processing and/or Disposal, Unacceptable Waste. Contractor shall notify City's Collector(s) and the
Director of the suspected Unacceptable Waste immediately and provide the Director with a description of
such waste. Contractor reserves the right to reject or revoke acceptability of any Unacceptable Waste in
accordance with Applicable Law.
20. Incorporation of TCEO Composting Requirements. Parties agree that Title 30, Part 1,
Chapter 332, of the Texas Administrative Code is hereby incorporated by reference.
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 25 of 32
City Secretary Contract No.
EXHIBIT B
PRICING AND RELATED FEES
November 30, 2023
Jim Keezell
City of Fort Worth
RE: Beneficial Reuse — Approximately 1,000 Tons per Month of Green Waste (Average Truck
Weight Between 5-7 Tons) REVISED
Dear Jim,
Silver Creek Materials appreciates the opportunity to submit the following quote for the Scope of
Work described herein. Please review the attached quotation below, prices are estimated
based off the information obtained from you. All that is required to schedule service is the return
of the signed quote; please include a purchase order number if required for payment or the
completed credit card form.
II. PRICING:
Description Quantity Unit Rate Total
Beneficial Reuse — Grass, Leaves, Small Bundles of Tree Branches and Shrubs TBD LOAD $245.00/LD TBD
*Pricing is contingent upon the City of Fort Worth providing an open -top roll -off for Silver Creek Material's use for storage
and disposal of any contaminated green waste (at the City's expense.) Silver Creek Materials reserves the right to reject non-
conforming loads. Any load that has a 5% or greater contamination rate will be rejected.
Silver Creek Materials is committed to providing its customers with the best disposal alternative
and stewardship of our environment in the industry. Thank you again for the opportunity to
provide this proposal.
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 26 of 32
EXHIBIT C
INVOICE FORMAT
, The Contractor will provide the City with a daily invoice summarizing the following:
1. the Service that have been completed;
2. purchase order number; and
3. invoice date
2. If the City requires additional reasonable information, it will request the same promptly after
receiving the above information, and the Vendor must provide such additional reasonable
information to the extent the same is available. Invoices must be submitted to
Supplierinvoices@foltworthtexas.gov and must include the applicable City Department business
unit number and complete City of Fort Worth PO Number (ex. FW013-0000001234)
3. Payment terms are based on Silver Creek Materials' standard credit application process. If
authorized to purchase on open account, be it understood that all purchases are to be due and
payable on the 30th calendar day following the date of the invoice. All invoices are deemed
correct and payable in full if not disputed within 15 calendar days of the invoice date.
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 27 of 32
EXHIBIT D
252 EXEMPTION FORM
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department: Environmental Services / Solid Waste
Name of Contract Manager: Jim Keezell
Department's Attorney:
Christopher Austria
Item or Service sought:
Goods:
❑
Service:
Anticipated Amount:
$100,000
Vendor:
Silver Creek Materials
Current/Prior Agreement for item/service:
Yes ❑ No
CSC or Purchase Order #:
Amount:
N/A
Projected M&C Date: N/A
How will this item or service be used? Silver Creek Materials will receive a Dortion of Yard
waste and brush collected by the Citv's contracted residential and drop-off station haulers for
processing and mulching. The waste is developed into composts. soil mixes and mulches to be
used by residents and businesses.
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes ❑ No
Page 1 of 4
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 28 of 32
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: N/A
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE - For a claimed sole -source exemption, complete Section 3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
M A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
II A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
R A procurement for personal, professional, or planning services;
II A procurement for work that is performed and paid for by the day as the work
progresses;
II A purchase of land or a right-of-way;
n Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
R A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
n A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
II Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
n Services performed by blind or severely disabled persons;
Page 2 of 4
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 29 of 32
II Goods purchased by a municipality for subsequent retail sale by the municipality;
n Electricity; or
n Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form. The exemption applies to this
Purchase because Silver Creek Materials is one of a limited number of vendors within the
vicinity of Fort Worth that specializes in recovering and returnine oreanic material to the
environment for the beneficial use of the public. Recycling allows us to reuse and repurpose
existing materials. reduces the demand for new resources. and diverts bulk and brush materials
from landfills thus reducing the amount of space needed for waste disposal helping to extend the
life of our landfills. This also reduces pollution in our air, water and soil that can occur when
waste materials break down in landfills. Contractors must be within 20 miles of Forth Worth I-30
and I-35 and have the equipment available to mulch bulk and brush dropped off by City
contracted haulers. The vendor, Silver Creek Materials, has the necessary acres, zoning, TCEQ
compliance. nermittine. and eauipment (loaders. sorters. mulchers etc.) to accent the Citv's vard
and brush waste and mulch the material.
Section 3: Claimed Sole -Source Exemption and Justification
NOTE - For any non -sole -source exemption, complete Section 2.
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
II *A procurement of items that are available from only one source, including:
• items that are available from only one source because of patents, copyrights,
secret processes, or natural monopolies;
• films, manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
• management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
Page 3 of 4
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 30 of 32
How did you determine that the item or service is only available from one source? N/A
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
N/A
Did you attach a sole source justification letter? ❑ Yes ® No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). N/A
Section 4: Attornev Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? 0 Yes ❑ No.
Was there anything attached to this form that was relied on in making this determination?
Yes ERNo.
If yes, please explain: N/A
Was there anything not included on this form or attached hereto that was relied on in making this
determination? ❑ Yes E No.
If yes, please explain: N/A
Will the standard terms and conditions apply? E Yes ❑ No.
Will the contract require special terms? ❑ Yes E No.
Will the contract require review by the department attorney? N Yes ❑ No
Approved By:
t14 n Date: 12/15/23
J ntat
nato-Mensah
AssCity Attorney
Page 4 of 4
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 31 of 32
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
SILVER CREEK MATERIALS, INC.
2251 SILVER CREEK RD.
FORT WORTH, TX 76108
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Contractor and to execute any agreement,
amendment or change order on behalf of Contractor. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor.
1. Name: Aaron Fields
Position: COO
Aaron Fields (Feb 29, 202413:36 CST)
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President / CEO
Other Title:
Date:
CFW and Silver Creek Materials, Inc
Organic Waste Processing Agreement Page 32 of 32