Loading...
HomeMy WebLinkAboutContract 61054RECYCLING AND PROCESSING SERVICES AGREEMENT BETWEEN CITY OF FORT WORTH AND WM RECYCLE AMERICA, L.L.C CSC No. 61054 THIS RECYCLING AND PROC E SSING SE RVICES AGREEMENT ("Agreement") is made as of April I , 2023 by and between WM Recycle America, L.L.C. and its affiliates and s ub si diarie s (collectively, "Company"), with an office located at 800 Capitol Street, Suite 3000 , Houston , TX 77002, and being a Delaware limited liability company, and the City of Fort Worth, Texas ("Customer" or "City"), a Texas home rule municipal corporation , acting by and through its duly authorized Assistant City Manager. Each party is individually referred to as "Party" and collectively referred to as "Part ies ." WHEREAS , through RFP No. 22-0203 the City of Fort Worth ("City") solicited proposa ls with the intent to award a contract to a contractor to provide recycling processing services for the City ; and WHEREAS, Company submitted a proposal in re sponse to RFP No. 22-0203 , which the City determined to provide the best value to the City ; and WHEREAS , on or about February 28, 2023, under M&C 23-0148 , the city council authorized the exec ution of a services agreement with Company to provide recycling proces si ng services for an initial ten ( I 0) year term with the option to renew for ten ( 10) years with s uch recyclables process ing services initially being performed at the Company's existing proce ss ing facility in Arlington, Texas ("Arlington MRF ") and later being proce sse d at a new State of the Art Material Recov ery Facility ("SOT A MRF") that Company agreed to construct and operate at a s ite owned by Company and located within the City limits; and WHEREAS , after February 28 , 2023 , the City requested that Company find an alternate location from the one identified in the Company 's proposal in which to s ite , construct, and operate the new SOTA MRF and Company agreed to pursue a new location ; and WHEREAS, the City and Company worked dili ge ntly and in good faith to finali ze the terms and conditions of this Agreement; and WHEREAS, Company began providing recycling services to the City on April 1, 2023 and agree d that the final negotiated executed service agreement would have a commencement date of April 1, 2023 ; and WHEREAS, the Company continued working diligently during and after the negotiation of the se rvice agreement to locate a new site for the SOT A MRF acceptable to Company and the City approved the Company 's new location for the SOTA MRF at 9600 Hemphill St., Fort Worth, TX on January 26 , 2024; and WHEREAS , the parties now wish to formally enter into thi s Agreement. NOW, THEREFORE, the Parties , acting herein by and through their duly authorized representatives , enter into this Agreement. 1. TERM The term of the Agreement shall be for a period of ten (10) year(s), commencing on April 1, 2023 ("Initial Term") unless terminated as set forth below . The Agreement may be renewed for up to two (2) fiv e-year terms upon mutual written agreement of both parties. Each party agrees to provide the other party with at least 180- days ' written notice before the expiration of the then-current term of its intent not to renew the Agreement. The Initial Term and any subsequent Renewal Term of this Agreement are known collectively as the "Agreement Term." 2. GENERAL DESCRIPTION OF DOCUMENTS AND SERVICES A. General Scope of Services. For the consideration set forth below , Company agrees to provide Company's recycling processing and related services for the Single Stream Materials collected under City's residential recycling collection program and delivered to the 'ompany's Designated acility. (the "Services"). OFFICIAL RECORD CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT CITY SECRETARY FT. WORTH, TX B. Agreement Docwnents. This Agreement shall be comprised of the following documents: 1. This Recycling and Processing Services Agreement 2. Exhibit A -Specifications 3. Exhibit B -MRF Pricing 4. Exhibit C -Compo sition Audit Procedures 5. Exhibit D -Monthly Invoice Format 6. Exhibit E -Company's proposal s ubmitted on September 15 , 2022 and amended October 14 , 2022 , Company 's January 17 , 2023 best and final offer re sponse, and the Company 's February 7, 2023 letter with clarifications to the prior submis s ion (collectively, the "Proposal "); 7 . Exhibit F -City 's Request for Proposals for 22-0203 Recycling Processing Services ("RFP") 8. Exhibit G-Verification of Signature Authority Form 9. Exhibit H -City Approval of SOTA MRF Location, January 26 , 2024 Letter In the case of any conflict among the language in the Agreement and any of the attached Exhibits, the terms and the conditions in thi s Agreement shall control and take precedence. 3. DEFINITIONS "Affiliate" means any parent, subsidiary, or any other entity controlling, controlled by , or under common control of the Company "Applicable Law" means any statute, law, constitution , charter, ordinance, resolution , judgment, regulation, rule , requirement, decree , or order of any Federal , State or local agency, court or other domestic or foreign governmental body , or interpretation thereof by any court or administrative agency of competent jurisdiction, and requirements of all permits, license s, and governmental approvals applicable to the acquis ition, design , construction, equipping, testing, financing , ownership, possession , or operation of Designated Facilities and performance under this Agreement. "Authorized City Representative" means the person designated to receive written notices and communication on behalf of the City as further described in the Notices section of thi s Agreement. "Blended Commodity Value" or "BCV" is the total weighted value per Ton o:(each Recyclable and Non- Recyclable component (including negativel y-valued Recyclables and transfer and/or disposal costs of Re sidue) for the Single Stream Materials delivered by or on behalf of City to the Designated Facility as further described in Exhibit B. "City" means the City of Fort Worth , Texas. "Commencement Date" means April 1, 2023 "Commission" means the Texas Commission of Environmental Quality (TCE Q). "Company" means WM Recycle America, L.L.C. and its affiliates and subsidiaries "Company Representative" means a qualified, competent, and reliable representative who is responsible for managing a Designated Facility or other operations as part of this Agreement. "Composition Audit" means the basis upon which Single Stream Materials delivered to the Designated Facility are measured to determine the percentage of each Recyclable, Non-Recyclable , and Residual component delivered by or on behalf of City as further de scribed in Exhibit C. "Cost Adjustment Method" means the adjustment of the Processing Fee as shown on Exhibit B of this Agreement. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 2 "CPI" means the Consumer Price Index, series CUUR0000SEHG02 CPI-U Garbage & Trash Collection Services, US City Average, not seasonally adjusted, as published by the United States Department of Labor, Bureau of Labor Statistics. "Customer" means the City of Fort Worth, Texas and any entity(ies) authorized by the City to collect and transport Recyclables collected from residential units within the City. "Day" means calendar day, unless otherwise specified. "Designated Facility" or "Designated Facilities" means Company's Single Stream Materials operation facility located at I 923 Meridian Street, Arlington, Texas ("Arlington MRF"), and /or Company 's state-of- the-art recycling facility to be constructed by Company on Company-owned or leased property at a location that is mutually agreed upon by both parties and located within twenty (20) road miles from the intersection oflnterstate 30 and Interstate 35 ("SOTA MRF"), which receive s, separates , and processes Single Stream Materials into marketable commodities. "Designated Holidays" are New Year 's Day, Thanksgiving Day and Christmas Day. "Director" means the Director of Code Compliance or shall mean that person whom the City has designated to be responsible for administering the City 's Solid Waste services. "Disposal" means dumping or depositing of Solid Waste into or onto a disposal site authorized by the State so that the waste or any constituent thereof is introduced into the authorized disposal facility. "Disposal Facility" means a sanitary landfill or other solid waste disposal facility permitted by the Texas Commission on Environmental Quality and/or other applicable regulatory agency with jurisdiction and utilized for the receipt or final disposition of solid waste generated within the City. "Disposal and/or Transportation Charge" means the charge for transporting and /or disposal of such Residue or contamination from the Designated Facility per ton in the month of delivery to the Disposal Facility as reflected in and further described in Exhibit B, and as adjusted annually in accordance with Section 10.D. (Cost Adjustment). "Drop-Off Station" means City facilities, which include a Vehicle receiving area and various Solid Waste or Recyclables 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 Recyclables. "Excluded Materials" means any material or waste, the acceptance and handling of which by Company would cause a violation of any Applicable Laws , permit, condition, legal or regulatory requirement including but not limited to Hazardous Waste or Medical Waste, toxic substances, wastes or pollutants; contaminants; pollutants; infectious wastes; or radioactive wastes , each as defined by applicable federal, state or local laws, regulations or permits. "Garbage" shall mean Solid Waste consisting ofputrescible 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. "Governmental Entity" means , 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 this Agreement; 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 Company, or the collection of Solid Waste and /or Recyclables. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 3 "Government Approvals" shall mean all licenses , permits and approvals required from any Governmental Entity for performance of the Company's obligations under this Agreement. "Hazardous Waste" means radioactive, volatile, corrosive , flammable , explosive , biomedical, infectious, biohazardous or toxic substance or material , or regulated medical or hazardous waste as defined by , characteri zed , identified or listed as a Hazardous Waste under Applicable Law, including by the administrator of the United States Environmental Protection Agency (EPA) 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 or by the TCEQ. "Household Hazardous Waste" means any material generated in Single-Family and Multi-Family dwellings by a consumer, which except for the exclusion provided in 40 CFR 261.4(b)(l), would be classified as a Hazardous Waste under 40 CFR, Part 261. "Incoming Ton" means the net Ton as reported by the scale house . No adjustments shall be made to Incoming Tons for shrinkage of materials or loss materials. "Load(s)" means all materials in a vehicle hauled to the Designated Facility for unloading and processing under this Agreement. "Medical Waste" means waste generated by health-care-related facilities and /or associated with healthcare activities , not including Garbage or Rubbish generated from offices , kitchens , or other non-healthcare activities . The term includes special waste from healthcare related facilities or associated healthcare activities 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) or any successor. The term does not include Medical Waste produced on farmland and ranchland as defined in Agriculture Code , §252.001(6) (Definitions--Farmland or ranchland) or any successor, nor does the term include artificial, nonhuman materials removed from a patient and/or requested by a patient, including but not limited to orthopedic devices and implants. "Net Value" means the amount paid to City by Company ("Net Rebate ") or owed to Company by City ("Net Charge") calculated monthly as set forth on Exhibit B. "Non-Recyclables" means any materials in the Single Stream Materials that are not Recyclables as set forth in Exhibit A. "Person" means any individual , partnership , co-partnership, firm, company, corporation, association,joint stock company , trust, estate , Governmental Entity, or any other legal entity; or their legal representatives, agents, or assigns. This definition includes all Governmental Bodies. "Processing" means the separation and preparation of Recyclables, delivered to the Company by the City or the City Collector(s), into marketable commodities . "Processing Facility" means the Company's Designated Facility whose activities include , but are not limited to , the separation and preparation of Recyclables and their residuals to produce a marketable commodity or product(s) for beneficial use. "Processing Fee" means the compensation per Ton for costs incurred by Company to handle Single Stream Materials and prepare Recyclables for end markets , i.e., those actions necessary to render Recyclables acceptable to end markets and/or designated buyers as further described in Exhibit Band adjusted annually in accordance with Section I 0 .D . "Public Education Fee" means the fee provided by Company to the City to be used for education and CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 4 outreach to ensure that residents within the City limits understand the materials that are Recyclables and Non-Recyclables and follow the recycling guidelines and specifications for the efficient provision of the Services hereunder. "Putrescible Waste" means organic wastes , such as Garbage, wastewater treatment plant sludge, and grease trap waste, that is capable of being decomposed by microorganisms with sufficient rapidity as to cause odors or gases or is capable of providing food for or attracting birds , animals , and disease vectors. "Receiving Hours " means the regularly-scheduled hours when the City may deliver Recyclables to the Designated Facility which shall not be less than the minimum Receiving Hours specified in Section 6.A. "Recovered Materials" means Recyclables that have been segregated and baled or otherwise prepared for sale. "Recyclables" means material that has been recovered or diverted from the nonhazardous Solid Waste stre am for purposes ofreuse, Recycling, or reclamation, a substantial portion of which is consistently used in the manufacture of products, which may otherwise be produced using raw or virgin materials , as set forth and further defined in Exhibit A. Recyclables are not Solid Waste. However, Recyclables may become Solid Waste at such time, if any , as it is abandoned or disposed of rather than recycled, whereupon it will be Solid Waste with respect only to the party actually abandoning or disposing of the material. "Recyclables Storage Cart" 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" shall mean nonputrescible Solid Waste (excluding ashes), consisting of both combustible and noncombustible waste materials . Combustible Refuse includes paper, rags, cartons , wood, excelsior, furniture , rubber, plastics, yard trimmings, leaves, or similar materials; noncombustible 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 Collection Services Contractor" shall mean the company(ies) and their subcontractors , if any, under contract with the City who are responsible for collecting Single Stream Materials deposited by City residents into their Recyclables Storage Carts and then delivering those Single Stream Materials to the Company 's Designated Facility . "Residue" or "Residual" means (i) material that cannot be safely or effectively processed , (ii) material that, after processing, cannot be effectively marketed for sale in its current state, (iii) Non-Recyclables, and/or (iv) unrecovered Recyclables, each of which will be disposed. "Rubbish" means the same as Refuse. "Services" means Company's recycling processing and related services for the Single Stream Materials collected under City's residential recycling collection program and delivered to the Company 's Designated Facility. "Single-Family Dwelling" means a building designed exclusively for residential occupancy by not more than one family. "Single Stream Materials" means all materials collected under City's residential recycling collection program and delivered to Company's Designated Facility . "Solid Waste" means 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 CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 5 agricultural operations and from community and institutional activities. The term doe s 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) so il , 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 . "Southeast Landfill (SELF)" means the City-owned landfill accepting Refuse, Garbage, Yard Waste, Brush or Bulky Items , located at 6288 Salt Road , Fort Worth , Texas. "S pecifications" means the description of the Single Stream Materials as set forth in Exhibit A. "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" mean the State of Texas. "State of the Art Facility" or "SOTA MRF" means the state of the art processing facility to be constructed by the Company for process ing Recyclables under this Agreement in accordance with Section 7.0. "Storm Event" means 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. "Trash" means the same as Refuse. "Ton " means a short ton of 2 ,000 pounds . "Unaccepted Load" means a load of material delivered to the Designated Facility, by or on behalf of the City that contains more than thirty (30) percent Non-Recyclables. Excluded Materials are automatically unacceptable at any concentration or percentage of a Load . "Unanticipated Events" means severe weather events such as hurricanes , tornadoes, flood s, ice storms or hail, and other disasters such as fires. "Uncontrollable Circumstances" includes "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 Agreement, if such act, event or condition is beyond the reasonable control of the party relying thereon as justification for not performing under this Agreement. 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: a. insolvency or inability to pay any amount; b. inability to obtain any letter of credit, surety bond, payment or performance bond or any other security required by this Agreement; c. a public or private labor dispute relating to the collection, transportation or disposal of Solid Waste. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 6 "Value Share" means eighty percent (80%) of the Blended Commodity Value as more particularly described and reflected in Exhibit B. "Vehicle" means every device in , upon , or by which Company uses to transport materials and /or waste or drawn upon a public or private highway or road to perform the se rvice s and related services de scribed by Agreement. "Verified Market Price" means the verifiable market price for any Recovered Materials "Violation" means 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" means Monday through Friday and holidays , except New Year 's Day , Thanksg iving Day, and Christmas Day. 4. TERMINATION RIGHTS A. 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 Company 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. B. Default. When a Party 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 Party 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 constrned 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. ' C. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the termination date, the Company will pay any Net Rebate owed to the City and the City will pay any Net Charge owed to the Company for the services actually rendered up to the effective date of termination that have not previously been invoiced and paid by the appropriate party, Company will continue to provide City with services in accordance with this Agreement up to the effective date of termination, unless otherwise mutually agreed. 5. QUANTITY AND QUALITY A. Exclusivity. During the term of the Agreement, City shall provide one hundred percent (100%) of the Single Stream Materials collected by or on behalf of City, and Company shall receive the Single Stream Materials. Exclusivity is limited to the recyclables (i) generated by City residents and collected by City or City's Residential Collection Services Contractor, (ii) deposited by City residents into a recycling container located at a City Drop-Off Station, and (iii) from other City sources, as mutually agreed to by the parties . City shall not divert, retract, or withdraw, or discontinue collection of any material listed as a Recyclable in Exhibit A unless City and Company mutually agree to such action. City and Company shall not allow scavenging of any Recyclables from the Single Stream Materials. Any additions or deletions to the list of acceptable Recyclables in Exhibit A will require the mutual agreement of City and Company. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 7 B. Title and Risk of Loss. City represents and agrees that it shall provide and deliver the Single Stream Materials in accordance with the Specifications set forth in Exhibit A . Title to Recyclables provided by City or its designated hauler(s) to Company is transferred to Company upon Company's receipt unless otherwise provided in this Agreement or Applicable Law. After title to the Recyclables delivered to Company on behalf of City passes to Company, if any such Recyclable is lost, damaged or scavenged , Company shall be liable to City for that sum of funds that would have been paid to City in accordance with the provision of this Agreement if such Recyclables had not been lost, damaged , or scavenged. Title to and liability for Excluded Materials shall remain with City or the generator of the material at all times. C. Composition Audits. Composition Audits shall be performed at the Designated Facility two times per year in accordance with the Audit Plan Key Action Items set forth in Exhibit C. The Composition Audit will be conducted on Single Stream Materials delivered to the Designated Facility by or on behalf of City in order to identify the overall material composition, associated Blended Commodity Value, Disposal and Transportation quantities and compliance with the minimum Recyclable recovery requirement in Section 7.D. The Company shall provide advance notice to the City and the City shall have the right to attend and observe the Composition Audits in accordance with the provisions set forth in Exhibit C. In addition to the Composition Audits described above , Company will conduct randomized smaller sample hand sort audits of the City's Single-Stream Material on a weekly basis ("Table Sort Audit(s)") and will provide the results of the Table So1t Audits to the City for informational purposes only. The Table Sort Audit results will provide a higher frequency of data for the City's material composition and contamination to supplement the results of the Composition Audits conducted twice annually. D. Privacy Protected Information. This Agreement does not include and Company is not providing any confidential or secure shredding or handling of confidential information that may be contained in, on , or within the Single Stream Materials. Documents, data, or materials that contain confidential or private information , the destruction or management of which is regulated by state or federal privacy or data security laws , regulations, or rules , such as the Health Insurance Portability and Accountability Act of 1996 , as amended , are not to be deposited for recycling under this Agreement. 6. DELIVERIES & RECEIVING HOURS A. Receiving Hours. The City shall be permitted to deliver Recyclables to the Designated Facility during Receiving Hours including days with inclement weather, unless the City or the Director informs Company of a suspension of service. An exception to the normal Receiving Hours may be requested by the Company from the Authorized City Representative when special or unforeseen incidents occur. Company shall temporarily extend the Receiving Hours to accept materials from the City's Residential Collection Services Contractor upon at least forty-eight ( 48) hours notice from the City when necessary due to the occurrence of special or unforeseen circumstances. Receiving Hours will not be extended for one vehicle Load delivery. The City may reasonably modify the minimum hours of operation at the Designated Facility with thirty (30) calendar days' notice and the Company's written consent. At a minimum , the Designated Facility will accept Recyclables under this Agreement during Receiving Hours , Monday through Friday, 7:00 a.m. to 7:00 p.m. central standard time and Saturday, 7 a.m. to noon , unless the parties otherwise mutually agree in writing . The Company may provide additional Receiving Hours and conduct processing or maintenance operations outside of these minimum Receiving Hours to the extent permitted by Applicable Law at Company's sole discretion. B. Deliveries. City and/or its Residential Collection Services Contractor shall deliver Single Stream Materials collected at City's expense to the Designated Facility during Receiving Hours. All Single Stream Materials must be delivered in self-dumping trucks and will be weighed in and out by Company at the Designated Facility. Company shall prioritize the unloading of Single Stream Materials delivered under this Agreement and Company is responsible for providing sufficient capacity at the Designated Facility to process all Recyclables delivered under this Agreement. C. Vehicle Access. Company will provide safe and efficient access to vehicles delivering materials to the Designated Facility under this Agreement including minimizing support structures in the tipping area. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 8 The Designated Facility shall contain: 1. minimum clearance of doors of twenty-six (26) feet high 1; 2. minimum space to accommodate at least two (2) collection Vehicles simultaneously2, and; 3 . minimum clearance within tipping area ofthi1iy (30) feet high. D. Priority Access and Vehicle Tmnaround Time . The Company shall operate the Designated Facility to maintain a daily average City vehicle turnaround time of twenty (20) minutes or less for all vehicles delivering Single Stream Materials by or on behalf of the City. The Company shall provide priority access to all Vehicles delivering materials by or on behalf of the City to achieve the daily average Vehicle turnaround times. Vehicle tmnaround time will be calculated from the arrival of a Vehicle delivering materials by or on behalf of the City arrival at the Designated Facility scale to departme of such Vehicle from the scalehouse. E. Traffic Plan. The Company shall be required to provide a Traffic Plan for the Designated Facility to the City for approval. The plan should addre ss the requirements of this section and the Company shall comply with the approved Designated Facility Traffic Plan for the term of the Agreement unless the City approves in writing an alternate or amended Traffic Plan. The Designated Facility Traffic Plan shall , at a minimum , include the following: 1. The flow of traffic for vehicles entering and exiting the DesignatedFacility. 2. Illustrate the queuing area on the site for vehicles waiting to unload . 3. Describe the number and type of vehicles that can simultaneouslyunload . 4. Identify the procedures for providing priority access to Vehicles delivering materials by or on behalf of the City. 5. Discuss how the Company will plan for and accommodate peak periods and describe how the Company will plan for and accommodate inspections of loads while maintaining the daily average Vehicle turnaround time. E . Holidays. The Designated Facility is not required to provide Services on a Designated Holiday. De signated Holidays may only be added , deleted , or changed upon the mutual written agreement of Company and City . Dming the calendar week in which a Designated Holiday occurs , the Company shall cooperate with the City to review their operating schedule and adjust the hours of operation to accommodate City or City's Residential Collection Services Contractor's deliveries of Single Stream Materials. 7. DESIGNATED FACILITY STANDARDS AND LOCATIONS A. Scales. Company shall provide and be equipped with adequately sized and certified vehicle scales and record keeping systems for weighing and recording all City's Single Stream Materials delivered to the Designated Facility. Scales shall be regularly calibrated, tested, and maintained as required by Applicable Law . Upon request from the City, Company shall make available to City, on a monthly basis, weight tickets for each load of Single Stream Materials delivered by City or on its behalf. Company shall operate and maintain the scaiehouse, including, but not limited to the scales at the scalehouse. The scale house is not required to be attended, but unattended scalehouses must, at a minimum, provide for automated recordkeeping of incoming 1 The Arlington MRF doors are slightly below 26 ' high but have sufficient clearance for City 's Residential Collection Services Contractor vehicles and other vehicles to access the tipping area. 2 The SOT A MRF to be constructed by WM will have space to accommodate at least 3 collection vehicles simultaneously. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 9 vehicles, provide incoming vehicles with access to live audio communication with personnel at the Designated Facility, and include video monitoring and recording capabilities. The scalehouse and associated record keeping system shall be designed to track both the arrival and departure time, origin, owner, identification number, material type, gross weight, tare weight , and net weight of all vehicles delivering materials by or on behalf of the City to ensure compliance with recordkeeping and reporting requirements. B. Excluded Materials. Excluded Materials are automatically unacceptable at any concentration or percentage of a Load . If Excluded Materials are delivered to the Des ignated Facility by or on behalf of City , then Company , in its sole discretion , may reject the entire Load , or separately contain, set aside , segregate, isolate and manage such Excluded Materials as required by Applicable Law. City will be notified promptly by phone or email of the location, general character and amount of such Excluded Materials , and City will have no more than four ( 4) hours from receiving notification to arrive at the Facility to view the Excluded Materials. If City indicates it will send a representative to the Facility within four ( 4) hours , Company agrees not to remove the Excluded Material s from the Facility until after the representative arrive s and views the Excluded Materials. If requested by Company, City must remove within 24 hours of notification, or cause to be removed , such Excluded Materials from the Designated Facility and City shall transport and dispose of or shall cause such Excluded Materials to be transported and disposed , in accordance with Applicable Law. If City fails to timely remove such Excluded Materials , Company may, after providing verbal or written notice to City, transport and dispose of such Excluded Materials and charge all the costs thereof to City. C. Recyclables Marketability. The Company shall accept, process , and market all Recyclables delivered to the Designated Facility . Recyclables shall include the materials identified in Exhibit A. The City and the Company may mutually agree in writing to add or remove a recyclable material from the li st of acceptable Recyclables subject to reaching agreement as to the financial impact of such addition or removal. The Company shall not dispose of any Recyclables or Recovered Material due to temporary unavailability of markets without prior written consent from the City , which consent shall not be unreasonably withheld. At least four ( 4) business days prior to disposing of any Recyclables or Recovered Material due to temporary unavailability of markets, the Company shall provide the City with a detailed description of its good faith efforts to market or temporarily store Recovered Material on-site. Should no commercially reasonable available market for a Recyclable exist , such Recyclable shall be classified as Non-Recyclable until such time as a commercially reasonable available market exists. D. Processing Requirement. Unless otherwise stated in this Agreement, Company shall utilize processing subsystems at the Designated Facility capable of processing a minimum of 95% of Recyclables into Recovered Materials on a monthly basis, after removal of Non-Recyclables and Excluded Materials. E. Residue Disposal. The Company shall transport and dispose of Residue generated by processing Recyclables. The Disposal and /or Transportation Charge shall be the Company 's sole compensation for costs associated with management of Residue except as expressly provided for Excluded Materials. Upon commencement of operations of the SOTA MRF , the Company may dispose of Residue at the Southeast Landfill ("SELF") at no cost to the Company. The Residue is subject to the Disposal and/or Transportation Charge and eligible for disposal at the City's expense at SELF. The percentage of Residue reflected in the Blended Commodity Value shall be determined in accordance with the most recent Composition Audit results . F. Storage of Materials. Company shall store Recyclables received under this Agreement, both incoming and processed, to prevent degradation of such materials from exposure to sun and weather, prevent negative impact to maneuvering of Vehicles in the facility, and promote the safety of persons at the Designated Facility, as applicable. All incoming materials and processed materials, including bales shall be stored in compliance with all applicable regulatory and environmental laws and regulations , and managed in such a manner to minimize complaints from areas outside the Designated Facility, and do not negatively impact the quality or value of the Recyclables. G. Litter, Noise, Odor, and Nuisances. Company will conduct its operations at the Designated Facility in a manner that minimizes or prevents noise, litter, and odors as required under Applicable Laws. Company CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT agrees to perform regular litter collection as required to maintain a reasonably clean and litter-free environment in and around the Designated Facility in accordance with industry standards; however, Company is not responsible for collecting litter that does not result from Company 's Designated Facility customers or from Company's operations. Company shall also act diligently to ensure nuisances are not caused by Company 's equipment, or by Company 's employees or subcontractors while performing Services under this Agreement. Company shall also take active measures to control pests . H. Standard of Care. 1. Company shall provide its Services and conduct its obli gations and operation of its Designated Facility in accordance with standard industry practices . 2. If in the performance of Services provided under this Agreement, the Company or its subcontractor(s) damages or removes the City's real or personal property , the Company 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 the Company an invoice stating the actual cost of repairing or replacing the damaged property . The Company shall provide payment of the invoiced amount within thi1iy (30) days of its receipt of said invoice. Should the Company refuse to compensate the City for the damage incurred , the invoiced amount shall be withheld from the amount payable to the Company for Services rendered pursuant to this Agreement. 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 Company or its subcontractor. I. Duty to Maintain Designated Facility. Failure of Company to maintain the Designated Facility for delivery of Recyclables and/or processing of Recyclables at the locations designated herein shall be a breach of this Agreement and may result in termination by City of this Agreement with Company as provided in this Agreement. Furthermore , Company shall have and maintain during the term hereof, adequate capacity for accepting and Processing material delivered by the City and/or its Residential Collection Services Contractor for the term of this Agreement. J. Security and Fire Prevention. The Company shall be solely responsible for providing and maintaining adequate security at the Designated Facility. The Designated Facility shall be secured to prevent unauthorized access and theft of materials. Any loss of revenue for Recovered Materials due to theft of materials shall not impact revenue sharing to the City . At a minimum, the Company shall design , construct, operate, and maintain the SOT A MRF in accordance with all applicable state and local fire codes . The Company shall train all employees at the Designated Facility in fire safety, prevention, protection, and control procedures , including but not limited to emergency services notification, the location and proper use of all fire protection and control equipment, evacuation procedures, and the locations where personnel will gather if the Designated Facility is evacuated. The Company shall maintain records of the training provided and make these records available to the City upon request. The Company shall immediately notify the City of any fire that occurs at the Des ignated Facility. In addition , the Company shall provide the following enhanced fire prevention, protection, and control features at the Designated Facility: 1. Fire Rover Fire Prevention System (www.firerover.com) providing 24 -hour fire monitoring and response on the tip floor. 2. High volume pressurized water pumps at the balers. 3. Facility-wide deployment of Fire Rover Fire Enforcer carts 4. Water deluge system for high risk areas. 5. Indoor storage of all processed and unprocessed material K. Personnel Standards. Company shall furnish qualified employees to provide the Services requires in a manner that complies with applicable health and safety standards required by Applicable Laws. All equipment operators shall be trained and qualified in the operation of the equipment at the Designated Facility CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 11 and shall obtain valid licenses to do so. Company shall provide operations and safety training for its employees who use or operate equipment or machinery located on the Designated Facility premises. All Company employees shall be uniformed while providing Services hereunder. Company shall employ only such superintendents, foremen, and workers who are careful, competent and fully qualified to perform the duties or tasks assigned to them and shall take appropriate action against any employees or subcontractors of Company who shall behave themselves in such manner as to be actionable or who neglect or refuse to comply with or carry out the directions of Company or to follow the Company's rules, regulations, safety procedures and policie s. Company must provide thirty (30) days' notice of a change in key personnel to the Director and introduce such new personnel to the Director. L. Labor Force. Company agrees that all persons employed in the performance of Services under the Agreement shall be paid standard wages, notwithstanding the foregoing, the Company agrees to: 1. Comply with all requirements of Chapter 2258, Texas Government Code, including the payment of not less than the rates determined by the City Council of Fort Worth to be prevailing wage rates in accordance with Chapter 2258, Texas Government Code. 2. Maintain records that show (i) the name and occupation of each worker employed by the Company for the Services; and (ii) the actual per diem wages paid to each worker, throughout the term of thi s Agreement and any renewal term(s) These records shall be open at all reasonable hours for inspection by the City; and 3. Post the prevailing wage rates in a conspicuous place at the Designated Facility. M. Health and Sanitation. Company shall establish and enforce in its operations and among its employees such regulations in regard to cleanliness and sanitation in the receiving, handlin g, storage, and transport of Recyclables and their Residue as will tend to prevent the inception and spread of di sease and to effectively prevent the creation of a nuisance on any property either public or private . N. Location, Arlington MRF, Alternative Facility 1. The Designated Facility will be located within twenty (20) road miles from the intersection of Interstate 30 and Interstate 35. Company agrees to maintain the proposed Designated Facility locations described herein for the duration of the Agreement term unless a different location or facility is approved by the City in writing. 2. Upon the commencement of the Agreement, the Designated Facility that shall receive the City's Single-Stream Materials is Company's Arlington MRF. 3. In consideration of the City's award of this Agreement to Company, Company agrees to construct a new state-of-the-art material recycling facility ("SOTA MRF") on Company owned or leased property at a location to be determined in accordance with Section 7.0. Once the SOTA MRF has been constructed and received all necessary permits to begin operations, the City's Single-Stream Materials will be delivered to the SOT A MRF and the Arlington MRF shall no longer receive any such Single Stream Materials and the SOT A MRF shall be considered a Designated Facility. 4 . If Company is unable to maintain the Designated Facility for delivery of Single-Stream Materials and/or Processing of Single-Stream Materials at the locations designated herein as required in section 7 .I. for a period of time not to exceed one-hundred (100) days over the Term of the Agreement, Company shall be solely responsible for providing an alternative Facility for Processing such Single-Stream Materials. Any and all increases in costs, including, but not limited to , transportation costs, processing costs, Residue disposal costs, or other capital and operating costs reasonably incurred by the Company, the City or the City's Residential Collection Services Contractor associated with accepting, transpotting and Processing Recyclables at the alternative facility shall be paid by the Company. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 12 0. State of the Art Fac ility. I . In consideration of the City's award of this Agreement to Company, Company agrees to construct a new SOT A MRF on Company owned real prop e rty or lease d property at a location that must be agreed to by both partie s and is within twenty (20) road miles from the intersection of Interstate 30 and Interstate 35. Company will construct the SOTA MRF in compliance with all applicable City codes and ordinances, and the City agrees to work in good faith with the Company as it seeks required City permits, approvals, and other information associated with the siting, design, construction, and occupancy of the SOT A MRF. 2. Company shall identify and select a site for the SOTA MRF. Company shall notify the City in writing that a site has been identified and selected and the City shall approve or deny the site selected within a reasonable time of receiving Company's request. By letter dated December 12 , 2023, Company sent the City a letter (i) advising that Company has selected an approximately 9.782 acre site located at 9600 Hemphill St., Fort Worth, TX, 76102 ("Hemphill Site") for the SOT A MRF and (ii) requesting the City approve the Hemphill Site for the construction and operation of the Company's SOTA MRF. On January 26, 2024, the City s igned the letter approving the Hemphill Site location for the SOTA MRF, which signed letter is attached hereto as Exhibit H. 3. Once construction of the SOT A MRF commences or Company enters into a fully-executed contract for the construction of the SOT A MRF, Company agrees to submit to the City the estimated schedule for the construction, completion, and operation of the SOT A MRF and a Transition Plan regarding the transition of the Recyclable delivers from the Arlington Facility to the SOTA MRF. P. Visitation and Inspection Rights. The Authorized City Repre se ntative may inspect the Designated Facility associated with this Agreement after providing at least four (4) hours ' notice during operating hours to the Company Representative and view the Services performed to determine compliance with the Agreement, including all equipment, operating procedures, materials and records , and maintenance records. If the Company Representative is not at the Designated Facility at the day or time of the City's requested inspection, then the inspection will be rescheduled. Inspections may occur during Operating Hours and City must check in with Company staff at the Designated Facility and be escorted in accordance with the Company's health and safety procedures during any inspection. An inspection will not relieve the Company from any obligation to perform its Services strictly in accordance with the Agreement and all Applicable Law and the City agrees not to interfere with Company's ability to perform its Services during such inspection. 8. DISPOSAL OF RECYCLABLES AND RECOVERED MATERIALS PROHIBITED Except as expressly provided in this Agreement, the Company shall not dispo se of any Recyclables and shall not market Recovered Materials to end users or markets that the Company knows or reasonably should have anticipated will dispo se of such materials. 9. INSPECTION OF LOADS AND UNACCEPTED LOADS A. Right to Inspect. The Company has the right to inspect each Load of Single Stream Material delivered by or on behalf of the City to the Designated Facility under this Agreement. B. Unaccepted Load. Furthermore, Company may reject any Unaccepted Load of material delivered by or on behalf of the City by de signating the load an Unaccepted Load. The Company shall reject such load prior to the departure of the Vehicle that delivers such Unaccepted Load to the Designated Facility. For any Unaccepted Load, the Company must provide written notice and photographs of the Unaccepted Load, prior to the delivering vehicle departing the Designated Facility, to the driver of the vehicle and the Authorized City CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 13 Representative. The Company 's written notice shall state with clarity the rea son the Load was de signated as an Unaccepted Load. C. Inspection . If Company receives an Unaccepted Load , the Company must maintain the Unaccepted Load separately from other material to afford the Authorized City Repre sentative or designee the opportunity to inspect the load . The City will have no more than four (4) homs or until the end of the work day at the Designated Facility, whichever is shorter, from receiving notification as prescribed in section 7.B , from Company to arrive at the Designated Facility to view the Unaccepted Load if it chooses to do so. If the City, does not notify Company that it will send a repre sentative or designee to the Designated Facility within allowed timeframe , City has waived the right to inspect the Unaccepted Load, and Company has the right to handle or manage the Unaccepted Load at its discretion , including, but not limited to , loading, tran s porting and disposing of the contents of the Unaccepted Load at a suitably licensed Disposal Facility which may include the City- owned Southeast Landfill or other Disposal Facility as further described below. If an Unaccepted Load delivered by the City is non-hazardous it shall be disposed of as Residue and the normal Disposal and /or Transportation Charge shall apply. The Company may invoice the City for reasonable costs incurred to manage, transport, and dispose any Unaccepted Loads containing Excluded Materials waste in accordance with Applicable Law if Company provides such services. 10. PRICING/PAYMENTS/CHARGES A. Payments, Processing Fees, and Other Charges . Payments, the Processing Fee , and other charges to City shall be calculated as set forth on Exhibit B. Within fifteen (15) Days of the end of each month during which Services are provided by the Company, the Company shall submit to the City a monthly invoice for monthly payments due. Payment shall be made to the Company within thirty (30) days of receipt and approval by City of the Company 's final monthly statement of Services provided. B. Monthly Invoice Format. The Company 's invoices that are submitted to the City shall comply with the format provided in Exhibit D. C. Net Value If the Net Value of the Single Stream Recyclables is positive, Company shall pay City on or about the last day of the month following delivery for those Single Stream Recyclables meeting the Specifications delivered during the preceding month. Where the Net Value is negative , the City shall pay the Company's invoiced charges within thirty (30) days of the invoice date . D. Annual CPI Adjustment. 1. Cost Adjustment Requirements. The Processing Fee, Disposal and /or Transportation Charge in Exhibit Bas well the Education Fee and Liquidated Damages (collectively, the "Charges") in this Agreement shall remain effective through March 31, 2024 as described below . Cost adjustments may be requested by the Company on an annual basis , except that one additional cost adjustment shall take effect on October 1, 2024 and thereafter all annual cost adjustments shall take effect on October 1. All annual co st adjustments are subject to approval by the City , which approval shall not be unreasonably withheld , conditioned , or delayed. Cost adjustments shall meet the following requirements: i. Annual cost adjustments will be based on changes to indices agreed to by City and Company described below. The annual cost adjustment shall not exceed a six percent (6%) increase and shall not be less than a four percent (4%) increase beginning with the April 1, 2024 increase and ending September 30 , 2026 or the last day material is delivered to the Arlington facility for processin g, whichever is later. Commencing October 1, 2026, in anticipation of the move to the SOT A MRF and the expected ef,ficiencies of the SOT A MRF , the annual cost adjustment increase shall not exceed five percent (5%) and shall not be less than a three and one-half percent (3.5%), regardless of the calculated CPI adjustment CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 14 for that year. If the first day the SOTA MRF receives the City's Single Stream Material is more than 96 days after October 1, 2026 , the cost adjustment calculated for and taking effect on October 1, 2026 will be retroactively recalculated to not exceed five percent (5%) and s hall not be less than three and one-h alf percent (3.5%) commencing with the first day material is accepted at the SOTA MRF. 11. The first cost adjustment request must be submitted by the Company to the City no later than March 1, 2024, and, if approved, s hall take effect April 1, 2024, re gardless of when the City provides its approval. 111. The second cost adjustment will be 50% of the initial April 1, 2024 cost adjustment and will go into effect October I , 2024. 2. After the initial April 1, 2024 and October 1, 2024 cost adjustments, Company mu st s ubmit cost adjustment requests to the City no later than April 1st of each year (taking effect the following October 1st (the Adjustment Date) to align with the City's budget development and approval process). If the Company fails to submit a cost adjustment request by April 1, the Company forfeits the right to request a cost adjustment for the upcoming year. 1. Future cost adjustments will go into effect on October 1, commencing on October 1, 2025 for the remainder of the Agreement Term. 11. The Company will receive no other financial compensation outside the terms of the Agreement. Further, no fees shall be adjusted other than as explicitly authorized in this Agreement. 3. CPI and Calculation. The parties agree that commencing on April 1, 2024, and on October 1, 2025 and annually on October 1 thereafter, for the duration of the Agreement Term, the Processing Fee, Disposal and /or Transportation Charge, Education Fee and Liquidated Damages (collectively, "Charges") may be increased based on the percentage change in the Consumer Price Index, series CUUR0000SEHG02 CPI -U Garbage & Trash Collection Services, US City Average, not seasonally adjusted , as published by the Unjted States Department of Labor, Bureau of Labor Statistics ("CPI"). The CPI -U adjustment shall be based on the average monthly percentage change in the CPI -U over the applicable 12-month measurement period from February to January . Once that average index change is determined, then the average index change for the 12-month period during the immediately prior year will be subtracted therefrom. The difference shall be the CPI -U index adjustment that will be applied to the then current Charges . E. Liquidated Damages. For the purposes of computing damages for Company's failure to remedy an action or inaction listed below, it is agreed that the City may bill Company, the following amounts as liquidated damages. Liquidated Damages listed herein are subject to the annual cost adjustments resulting in upward adjustments of the Processing Fee, except that such Liquidated Damages shall not apply during an Uncontrollable Circumstance or during the first three months of this Agreement. I. Failure by Company to timely submit monthly invoices to the City in the format specified in this Agreement: two hundred dollars ($200 .00 ) per occurrence. 2. Failure by Company to maintain management staff and scale house staff at the Designated Facility during the receiving hours specified in this Agreement: one hundred dollars ($100 .00 ) per occurrence. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 15 3. Failure to notify the Authorized City Representative of changes in the Company or Designated Facility Manager as prescribed and/or to introduce such new personnel to the Authorized City Representative as prescribed in this Agreement: one hundred dollars ($100.00) per occurrence. 4. Failure of Company to maintain the necessary licenses , permits and neces sary approvals from City, if any , to le gally provide the Services under this Agreement or operate the Designated Facility: five hundred dollars per incident ($500.00). 5. Failure of Company to notify the City of damage to City-owned property caused by and known to Company management within two (2) hours: five hundred dollars ($500.00) per incident. 6. Failure by Company to receive the City's delivered Recyclables during the days and hours specified in Section 6.A., except as otherwise allowed in this Agreement. ($750.00) per occurrence 7. Failure to Sell Recyclables or Recovered Material in accordance with Section 7.C., or Disposal of Recyclables or Recovered Materials by the Company or its subcontractor(s) except as allowed in the Agreement: two thousand dollars ($2,000 per occurrence). 8. Failure of Company to achieve average Vehicle turnaround time per day in accordance with Section 6.D.: two hundred fifty dollars ($250.00) per day. 9. Failure to perform litter collection or minimize any odor and other nui sances in accordance with Section 7.G. This shall only apply to litter, odor, or other nuisances that are caused by the Company's equipment, employees, subcontractor, or Designated Facility: five hundred dollars ($500.00) per day. 10. Failure to store material, both incoming and processed in accordance with Section 7.F.: two hundred fifty dollars ($250.00) per day. 11. Failure to maintain adequate open tipping floor space for Vehicles to unload in a safe and timely manner in accordance with the Traffic Plan referenced in Section 6.E: five hundred dollars ($500.00) per day. 11. PUBLIC EDUCATION AND OUTREACH A. Public Education Fee. Company agrees to pay the City a Public Education Fee on a quarterly basis and based on the total incoming tons of Recyclables delivered by or on behalf of the City to the Designated Facility and accepted by the Company multiplied by $2.16 for each ton. Incoming tons shall mean the net tonnage reported at the scale house. No adjustments shall be made to the incoming tons for shrinkage of materials during processing. If the Net Value of the Company's monthly invoice in which the Public Education Fee is due is a Net Charge, the Public Education Fee shall be deducted from the amount that the City owes the Company. If the Net Value of the Company's monthly invoice in which the Public Education Fee is due is a Net Rebate, then the Public Education Fee shall be included as a positive amount in the Company's payment to the City. The Public Education Fee will remain fixed through the first year of this Agreement. Every year thereafter for the Agreement term the value may be increased, but shall never decrease , according to the index described in Section 10.D. B. Outreach. City agrees to use reasonable efforts to inform its residents of the quality requirements hereunder and to enforce the standards and Specifications for acceptance of Single Stream Materials. The City agrees to use this public education fee for public education and outreach efforts related to the Single Stream Materials recycling program reflected in this Agreement. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 16 12. INDEMNIFICATION/LIMIT OF LIABILITY: A . LIABILITY -COMPANY, AND ANY SUBCONTRACTOR THAT IS HIRED BY COMPANY TO PROVIDE SERVICES UNDER THIS AGREEMENT, 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. B. GENERAL INDEMNIFICATION -COMPANY HEREBY COVENANTS AND AGREES TO INDEMNIFY, 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 PROPERTY DAMA GE OR LOSS (INCLUDING 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 'F CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. IN ALL OF ITS CONTRACTS WITH SUBCONTRACTORS FOR THE PERFORMANCE OF ANY WORK UNDER THIS CONTRACT, CONTRACTOR SHALL REQUIRE THE SUBCONTRACTORS TO INDEMNIFY THE CITY IN A MANNER CONSISTENT WITH THIS SECTION. C. Upon learning of a claim, lawsuit, or other liability which Company is required hereunder to indemnify and/or defend, the City shall provide Company with prompt and timely notice of same. D . The obligations of the Company 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. E. In all of its Agreements with subcontractors for the performance of any work under this Agreement, Company shall require the subcontractors to indemnify the City in a manner consistent with this section. 13. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Company will operate as an independent contractor as to all ri g hts and privile ges and work perfonned 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, Company will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of it s officers, agents, servants, employees, contractors, and subcontractors. Company acknowledges that the doctrine of respondeat superior will not apply as between City , its officers , agents , servants and employees, and Company, its officers, agents, employees, servants, contractors, and subcontractors. Company further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Company. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Company or any officers, agents, servants, employees, contractors, or subcontractors. Neither Company, nor any officers , agents , servants , employees, contractors, or subcontractors of Company will be entitled to any employment benefits from City. Company will be respon s ible and liable for any and all payment CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 17 and reporting of taxes on behalf of itself, and any of its officers, agents , servants , employees, contractors , or subcontractors. 14. ASSIGNMENT AND SUBCONTRACTING A. Assignment. Except for those subcontractor(s) approved prior to the commencement of this Agreement, Company will not assign or subcontract any ofits duties, obligations or rights under this Agreement without the prior written consent of City. Consent will not be withheld unreasonably, provided that Company and surety shall not be released from their respective obligations hereunder up to the date of the assignment only. The City may not assign its rights and privileges under this Agreement without the prior written consent of the Company , which shall not be unreasonably withheld. If City grants consent to an assignment, the assignee will execute a written agreement with City and Company under which the assignee agrees to be bound by the duties and obligations of Company under this Agreement. Company will be liable for all obligations of Company under this Agreement prior to the effective date of the assignment. In the event Company does , without such previous consent, assign, transfer , convey or otherwise dispose of the Agreement or of the right , title or interest therein or any part thereof, City may , at its discretion , terminate the Agreement in accordance with Section 4 . of this Agreement. B. Subcontract. Except for those subcontractor(s) approved prior to the commencement of this Agreement, if City grants consent to a subcontract, the subcontractor will execute a written agreement with Company referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Company under this Agreement as such duties and obligations may apply. Company must provide City with a fully executed copy of any such subcontract. 15. INSURANCE Company 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 : A . Coverage and Limits: 1. Commercial General Liability: $10,000,000 -Each Occurrence combined single limit, including property damage and personal injury coverage. Such coverage may be provided by a combination of primary and Umbrella Excess Liability insurance. 2. Automobile Liability: $2 ,000,000 -Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Company, 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. 3. 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 4. Employers' liability $1 ,000 ,000 -Bodily Injury by accident; each accident/occurrence $1 ,000 ,000 -Bodily Injury by disease; each employee $1,000,000 -Bodily Injury by disease; policy limit 5 . General Requirements CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 18 \ i. The commercial general liability and automobile liability 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 . ii . The workers' compensation policy must include a Waiver of Subro gation (Ri ght of Recovery) in favor of City. iii. A minimum of Thirty (30) days' notice of cancellation 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. iv. The insurers for all policies mu st be licen sed 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 sati sfaction of Risk Management. If the rating is below that required , written approval of Risk Management is required. v. Any failure on the pa,1 of City to request required insurance documentation will not constitute a waiver of the insurance requirement. vi . Certificates of In s urance evidencing that Company has obtained all required insurance will be delivered to the City prior to Company proceeding with any work pursuant to this Agreement. vii. Subcontractors shall provide their own insurance coverage and , documentation of coverage shall be submitted to the Company prior to the commencement of work and the Company shall deliver such to the City , unless subcontractors are covered under Contractor 's policies of insurance. viii. The deductible or self-insured retention (SIR) on any policy is the respon s ibility of the Company, exclusively. 16. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS Company 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 Company of any violation of such laws , ordinances, rules or regulations , Company must immediately desist from and correct the violation. 17. LICENSES, PERMITS AND FEES Company 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 Processing and marketing of Recyclables and the Processing and transport and disposal of Residuals arising under Applicable Law. 18. RECORDKEEPING/REPORTING REQUIREMENTS CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 19 A. Create and Maintain. The Company shall create and maintain records as required by Applicable Law. Company is not required to provide confidential or proprietary information in any written report to the City . Company shall prepare reports or information reasonabl y necessary to : I. Int entionally D eleted 2. Document actions taken as part of any Contingency Plan in accordance with the Agreement. 3. Provide a list of Company 's key personnel and any subcontractors to Company involved in the performance of the Agreement Services. 4. Document Company employee and subcontractor, if any, safety or operations training by description of training, date of training, time of trainin g, and name of training instructor. A monthly s ummary shall also be submitted to the City. 5 . Inform the Authorized City Representative of any change in Company's contact name or address within 15 days of such occurrence. 6. Acquire written consent from the City for any subcontractor(s) to be used to complete any portion of the Services Company agrees to perform under this Agreement. Written qualifications of a subcontractor must be provided to the City prior to the start of subcontractor work under the Agreement. 7. Report any damage to City-owned or private property caused by Company as a result of performing its Services within 48-hours of becoming aware of damage occurring. 8. Submit monthly invoices in the format prescribed in Exhibit D. 9. Submit Composition Audit Reports as prescribed or in the form set out in Exhibit C. 1 O.Company shall submit, within the monthly invoice, a summary of Unaccepted Loads delivered by the City or the City's authorized contractor to the Designated Facility . 11. Provide a Traffic Plan for the Designated Facility to the City . 19. RIGHT TO AUDIT Company 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 (collectively, "Records"), of Company involving the Services provided by Company under this Agreement at no additional cost to City ; except that the City shall not be allowed to have access to any Company Records that are confidential or proprietary. Company agrees that City will have access during normal working hours to all necessary Company 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 Company reasonable advance written notice of intended Records audits. 20. CONTINGENCY PLAN Within ninety (90) days of the effective date of this Agreement, the Company shall submit a Contingency Plan to the Authorized City Representative for approval. The Contingency Plan must show the Company 's arrangements to provide vehicles , equipment or personnel necessary to perform the Services and to maintain uninterrupted Services during mechanical breakdowns and in case of natural disaster, emergency downtime, CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 20 outage, equipment failure or breakdown, or labor dispute or any other situation or any other situation or condition that would impair Company 's ability to provide Services, if reasonably possible and maintaining the Services complies with safety , health and other Applicable Laws. 21. INTENTIONALLY DELETED 22. PERFORMANCE BOND A. Requirements . Company agrees to make, execute and deliver to the City a performance bond to secure the full , complete and faithful performance of the terms and conditions. Such performance bond shall be in an amount based on twelve (12) months projected fees and shall be renewed each year thereafter throughout the term of this Agreement. The performance bond shall be signed by an authorized representative of the Company. The surety shall be a surety company duly authorized to do business in the State of Texas; having an "A" or better rating by A. M. Best or Standard and Poors; included on the list of surety companies approved by the Treasurer of the United States of America; and acceptable to the Company and the City. B. Line of Credit. In lieu of the Performance Bond, Contractor may submit an irrevocable, direct pay Letter of Credit, issued by a local banking institution, in the amount listed above , made out in favor of the City in relation with the services provided hereunder. C. Form and Content. All performance security, whether Performance Bond or Letter of Credit, must be in form and content acceptable to the City Attorney and annual documentation is required in the form of written certification from the surety company or banking institution that the said Performance Bond or Letter of Credit remains in effect each year of the Agreement. In the event that the Performance Bond or Letter of Credit will cease to be in effect, the surety company or banking institution and Company shall notify the City at least thirty (30) Days in advance of lapse, and Company shall make, execute and deliver to the City a good and sufficient Performance Bond as described above and in the amount named above no less than ten ( 10) Days in advance of lapse of coverage. 23. CITY'S RESPONSIBILITIES A. Scope of City Responsibilities. The City agrees to fulfill the following responsibilities as they relate directly to this Agreement: 1. Designate the Authorized City Representative to provide timely direction to the Company and render timely City decisions . 2. Timely review and respond, if necessary, to repotis submitted byCbmpany. 3. Make timely payments to Company pursuant to the language in this Agreement. 4. Determine, assess, and collect Liquidated Damages as determined by the Authorized City Representative or designee. 5 . Provide educational programs and material as determined by the Authorized City Representative to the City's residents to educate residential City's on the proper way(s) minimize contamination or Residue. 6. Provide to the Company an invoice stating the actual cost of repairing or replacing City-owned property to the extent damaged by Company. 7. Develop and implement performance incentives as set forth in the Agreement, if any. 8. Provide staff to assist with any audits, ifrequired, by the Agreement. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 21 24. NON-DISCRIMINATION COVENANT. Company, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein , agrees that in the performance of Company's duties and obli gations 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 COMPANY, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, COMPANY AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 25. 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: If to the City: If to the Company: City of Fort Worth City Managers Office Attn: Valerie Washington 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With a Copy to: Jim Keezell , Assistant Director of Code Compliance Solid Waste Services Division Department of Code Compliance City of Port Worth 4100 Columbus Trail Fort Worth , Texas 76133 With a copy to: City Attorney's Office 200 Texas Street Fort Worth, Texas 76102 Waste Management Attn: Public Sector Director -Texas 520 E. Corporate Dr., Suite 100 Lewisville, TX 75067 With a copy to: Assistant General Counsel -Recycling Waste Management 800 Capitol, Suite 3000 Houston, TX 77002 CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 22 Each party , by simi lar wr itten notice given five (5) business days in advance to the other Party in the aforesaid manner, may change the addres s or desi g nated recipient to which notice may be se nt. 26. MWBE REQUIREMENTS The MWBE Goal of this Agreement was 15%; however, Company appli ed for a waiver of the City's MWBE Ordinance and such waiver was granted by the City . 27. LOCAL OFFICE AND CONTRACT ADMINISTRATION Company is required to maintain during the term of this Agreement a fully operational business office within the Fort Worth metropolitan area, which office may be located at the Designated Facility. Company shall designate a Company Representative within the City of Fort Worth or its immediately surrounding areas and sha ll id entify same in writing to the City. All day-to-day operational communicat ions related to the Company's Services hereunder may be sent from the Authorized City Representative or Director to the Company Repre sentative via email or other reliable communication methods . Company shall provide a contact person to the City , avai lable twenty-four (24) hours , seven Days a week on an emergency basi s, who is able to adequately address or work with others at the Company to adequate ly address any and all issues which may arise under the term s of thi s Agreement. 28. PAYMENT DISPUTE If a party d isputes any amount that is payable under this Agreement, the party disputing such amount shall provide written notice to the other party of such disputed amount, together with sufficient in formation to enab le the other party to understand the nature of the dispute. Such notice shall be delivered by the party disputing such amount no later than the date that such amount is due and payable. The parties shall work in good faith to resolve the dispute with in 45 days of the date the receiving party receives notice of the dispute. If the amount that is in dispute is ultimately determined to be due and payable, such disputed amount, together with interest thereon, shall be paid by the party disputing such amount within ten (I 0) business Days. If the parties cannot resolve the dispute within 45 days , then the parties agree to mediate the dispute no later than 120 days after the receiving party received initial notice of the dispute . If the parties remain unable to resolve the dispute at mediation , then either party may pursue their claim , dispute or controversy in a court with proper venue in the county of Tarrant, Texas . 29. DISPUTE RESOLUTION The parties shall endeavor to settle all disputes arising out of or re lating to this Agreement by amicable negotiations. Except as otherwise provided herein, any claim, dispute , disagreement or controversy that arises between the parties under or re lating to this Agreement that is not amicab ly settled shall be submitted to mediation. If the parties remain unable to resolve the controversy through mediation , then either party may pursue their claim, dispute , disagreement or controversy in a court with proper venue in the county of Tarrant, state of Texas , w ithin which the services are being performed. Nothing herein sh a ll be construed as a waiv er or surrender of the City's governmental power or immunity. 30. UNCONTROLLABLE CIRCUMSTANCE A. Uncontro ll ab le Circumstance affecting Company's Obligations. Company 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 Uncontro ll able Circumstance. The Company shal l seek diligently and in good faith to perform its obligations, notwithstanding the occurrence of an Uncontro ll ab le Circumstance , to mitigate the adverse effects of an Uncontrol lable Circumstance , and to overcome an Uncontrollable Circumstance as soon as practicable . B. Notice of an Uncontrollable Circumstance. Company shall provide verbal notice of an Uncontro ll a bl e Circumstance to th e Director within twenty-four (24) hours of the Company 's knowledge of such Uncontro ll ab le Circumstance and Contractor shall follow up with written notification within three (3) Days of the Company's knowledge of such Uncontrollable Circumstance. Such notice shall , at a minimum , set forth CFW AND WM -RECYCLING AND PROCESSING SE RVI CES AGREEMENT 23 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): I . A description of the Uncontrollable Circumstance that has occurred; 2. the effect , if any, or such Uncontrollable Circumstance on Contractor's performance or other obligations under this Contract; and 3. the time when the Uncontrollable Circumstance will be abated. C . Reinstatement of Ability to Perform. After the resolution of an Uncontrollable Circumstance and the restoration of the Services, the Company 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 . D. 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, lo ss, etc., if such failw-e 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 Contract by giving the non-performing party at least ten (10) Days advance written notice. 31. REMEDIES OF BREACH The parties agree that, in the event that either party breaches this Agreement, the other party may exercise any legal rights it has under this Agreement under the security instruments and under App licable Law to recover damages or to secure specific performance, and that such rights to recover damages and to secure specific performance shall ordinarily constitute adequate remedies for any such breach . 32. 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. Company acknowledges that the City is a Governmental Entity and as such has ce1tain rights , powers and duties that may affect the Contractor's rights or obligations under the Agreement. 33 . NO WAIVER. No failure by the City or by the Contractor to insist upon the strict performance of any term , covenant, agreement, prov ision, condition or limitation of this Agreement or to exercise any right or remedy hereunder, and no acceptance by the City of full or partial payment during the continuance of any such breach, shall constitute a waiver of any such breach or of such term , covenant, agreement, provision, condition or limitation. No term , covenant, agreement, provision, condition or limitation of this Agreement to be kept, observed or performed by the City or by the Contractor, and no breach thereof, may be waived, altered or modified except by a written instrument executed and acknowledged by and delivered to the City and the Contactor. No waiver of any breach shall affect or alter this Agreement, but each and every term, covenant, agreement, provision, condition and limitation of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. This Agreement may be terminated (except by expiration of the Term of this Agreement) as provided by this Agreement and only by a written instrument of termination executed by the appropriate party and delivered to the non -terminating party . 34. 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 pw-suant tothis Agreement, venue for such action will lie in state cow-ts located in Tarrant County, Texas or the United States District Cowt for the Northern District of CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 24 Texas, Fort Worth Division. 35. CUMULATIVE REMEDIES The rights and remedies granted in thi s Agreement to the City and the Company upon termination of the Agreement due to an event of defaul t are cumulative, and the exercise of suc h rights shall be without prejudice to the enforcement of any other ri ght or remedy authorized by law or this Contract. No waiver of any violation shall be deemed or construed by a court of law or an arbitrator to constitute a waiver of any other violation or other breach of any of the terms , provisions, and covenants contained herein. 36. 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. 37. FORCEMAJEURE. City and Company 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 gove rnment 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, "F orce 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 Eve nt. The notice required by this section must be addressed and delivered in accordance with the notice provision in this Agreement. 38. 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. 39. 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 any of the Exhibits. 40. 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 41. COUNTERPARTS. 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. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 25 42. REPRESENTATIONS AND WARRANTIES OF EACH PARTY. Each party represents and warrants to and with the other as to the Commencement Date (and such representations and warranties as of the Commencement Date shall survive the termination or expirations of this Agreement), as follows: A. Each party is duly organized and existing in good standing and each is duly qualified and authorized to enter into and perform the obligations set forth in this Agreement. The exec ution and performance of this Agreement (1) have been duly auth orized by all required corporate or other action of such party , (2) do not require any consent or approva l not otherwise previously obtained, and (3) will not violate any judgment, order, law or regulation applicable to such party or any provisions of such party 's charter, ordinances or resolutions. B. The execution of this Agreement and the performance of all obligations set fo1th herein do not conflict with, and will not , nor with the passage of time or the giving of notice, constitute a breach of or event of default under any charter, ordinances or resolutions of the party, or any agreement, ind enture, mortgage, bond , instrument or Applicable Laws to which the party is subject or by which such party is bound. This Agreement has been duly executed and constitutes a legal , valid and binding obligation of each party and is enforceable in accordance with its terms, except to the extent that the enforcement thereof is limited by any applicable bankruptcy, insolvency , reorganization, moratorium or other laws relating to or limiting creditors' rights generally and the application of principles of equity. C. There is no action, suit or proceeding, at law or in equity, before or by any cou1t or Governmental Entity, pending or threatened against the patty, wherein an unfavorable decision , ruling or finding would materially adverse ly affect the performance by the party of its obligations hereunder or the other transactions contemplated hereby, or which, in any way, would adverse ly affect the validity or enforceability of this Agreement, or any other agreement or instrument entered into by the party in connection with the transactions contemplated hereby. 43. SURVIVAL OF CERTAIN PROVISIONS UPON TERMINATION All representations and warranties of the parties contained in this Agreement, the Company's indemnity obligations in this Agreement with respect to events that occurred prior to the termination, the ri ghts and obligations of the parties hereto pursuant to Sections 4, 12 ,15, 30, 31, 35 and all other provisions of this Agreement that so provide shall su rviv e the termination of this Agreement. No termination of this Agreement shall ( 1) limit or otherwise affect the respective rights and obligations of the parties hereto accrued prior to the date of such termination, or (2) preclude either party from impleading the other party in any legal proceeding originated by a third-party as to any matter occurring during the term of this Agreement. 44. IMMIGRATION NATIONALITY ACT. Company must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Emp lo yment E li gibi lity Verification Form (l-9). Upon request by City , Company will provide City with copies of all 1-9 forms and supporting e li gibi lity documentation for each employee who performs work under this Agreement. Company 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 Company employee who is not le gally eligible to perform such services. COMP ANY WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY COMPANY, COMPANY'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Company, will have the right to immediately terminate this Agreement for violations of this provision by Company. CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 26 45. SIGNATURE AUTHORITY. The person signi ng thi s Agreement hereby warrant s that they have the legal a uthority 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 Company. Eac h party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 46. CHANGE IN COMPANY NAME OR OWNERSHIP . Company must notify City 's Purchasing Manager, in writing, ofa company name , owners hip , or address change for the purpose of maintaining updated City records. The president of Company or authorized official mu st sign the letter. A letter indicating changes in a company name or ownership mu st be accompanied with s upportin g le gal documentation such as an upd ated 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. 47 . NO BOYCOTT OF ISRAEL. If Company has fewer than 10 employees or this Agreement is for le ss than $100,000, this section does not apply. Company 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 unle ss the contract contains a written verification from the company that it: (I) doe s not boycott Israe l; and (2) will not boycott Israel durin g 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 thi s Agreement, Company certifies that Company's signature provides written verification to the City that Company: (1) does not boycott Israel ; and (2) will not boycott Israel durin g the term of the Agreement. 48. PROHIBITION ON BOYCOTTING ENERGY COMPANIES. Company acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S ., S.B. 13 , § 2 , the City is prohibited from entering into a contract for goo ds 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 th e company that it : does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The term s "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Te xas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13 , § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Company certifies that Company's signature provides written verification to the City that Company : (1) does not boycott energy companies ; and (2) will not boycott energy companies during the term of this Agreement. 49. PROIDBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES . Company acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19 , § 1, 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 company that it: (1) do es 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. The terms "di scriminate ," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S .B. 19 , § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Company certifies that Company 's signature provides written verification to the City that Company: (1) does not have a practice, policy , guidance, or directive that CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 27 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. 50. COMPLIANCE WITH PUBLIC INFORMATION ACT REQUESTS The requirements of Subchapter J, Chapter 552, Government Code, may apply to this Agreement and Contractor agrees that the Agreement can be terminated if Company knowingly or intentionally fails to comply with a requirement of that subchapter. Company acknowledges that section 552.371 of the Texas Government Code applies to this Agreement if: (I) this Agreement has a stated expenditure of at least $1 million in public funds for the purchase of good or services by the City; or (2) this Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or services by the City in a fiscal year of the City. To the extent that section 552.371 of the Texas Government Code applies to this Agreement, Company shall comply with section 552.372 of the Texas Government Code by: (1) preserving all contracting information relating to this Agreement as provided by the records retention requirements applicable to the City for the duration of the Agreement; (2) promptly providing the City any contracting information related to this Agreement that is in the custody or possession of Contractor on request of the City; and (3) on completion of the Agreement, either (a) providing at no cost to the City all contracting information related to the Agreement that is in the custody or possession of Contractor; or (b) preserving the contracting information relating to the Agreement as provided by the retention requirements application to the City. 51. 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 pdffile or facsimile transmission) ofan original signature, or signatures electronically inserted via software such as Adobe Sign. 52. ENTIRETY AND CONSTRUCTION OF AGREEMENT. This Agreement, including all attachments and exhibits, contains the entire understanding and agreement between City and Company, 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. Each party has cooperated in the drafting and preparation of this Agreement and/or has had the opportunity to consult with legal counsel in regard to its terms and conditions. In any construction or interpretation of this Agreement, the same shall not be construed against any party. Signatures on the following page CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 28 IN WITNESS WHEREOF, THE PARTIES HERETO HA VE EXECUTED THIS AGREEMENT IN MULTIPLES. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Va erie Was hington (Mar 6, 2024 19:49 CST } Name: Valerie Washington Title: Assistant City Manager CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person respon sibl e for the monitoring and administration of this contract, including ensuring all performance and rep orting requirements. APPROVAL RECOMMENDED: r By: Chr istian Harper (Mar 6, 2024 I :17 CST } Name: Christian Harper Title: Contract Services Administrator -~ By: CodyW bur Mar 202416:08 CST} APPROVED AS TO FORM AND LEGALITY: Name: Cody Whittenburg Title: Interim Director of Environmenta l Services ATTEST: ~J:,. ~ By: U Name: Janette Goodall Title: City Secretary ~~~"U."ll.1:l,"tl-,.. By:~ ~~~oA~ ~~ ----------#ff ~0 000000~ ~❖ Name: Christopher Austria §' 0 0°0 00 Title: Senior Assistant City Attorney ;:I 'b 0 g ONTRACT AUTHORIZATION: 0° &C: 23 -0148 >-* o0 0 o ,,.., 1295: NIA ~~ 0000 <:,,$ WASTE MANAGEMENT RECYCLE AMERICA, LLC: Etent Eett B y ont Bell (Mar 4, 2024 09:12 CST} Name: Brent D. Bell Title: President of WM Recycle America, LLC. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 29 EXHIBIT A SPECIFICATIONS COVER PAGE CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 30 EXHIBIT A (Page 1 of 2) ARLINGTON MRF SINGLE STREAM MATERIALS SPECIFICATIONS RECYCLABLE MATERIALS mu st be dry, loo se (not ba gged), unshredded , empty , and include ONLY the following: Aluminum cans Newspaper PET bottles with the symbol # 1 -with screw tops only Mixed Paper HDPE plastic bottles with the symbol #2 (milk, water Uncoated paperboard (ex . cereal boxes ; food and snack boxes) bottles detergent, and shampoo bottles , etc.) PP plastic bottles and tubs with symbol # 5 Uncoated printing, writing and office paper Steel and tin cans Old corrugated cardboard (uncoated and may include pizza boxes that do not contain food waste) Glass food and beverage containers -brown, clear, or Magazines, g lossy inserts and pamphlets green Mixed Plastics #3, 4, 6, 7 Rigid Plastics Aseptic beverage containers Household scrap metal (excluding appliances, automotive parts , or heavy items) NON -RECYCLABLES include but are not limited to the following· ' Plastic bags and bagged materials ( even if containing Microwavable trays Recyclables) Porcelain and ceramics Mirrors , window or auto glass Light bulb s Coated cardboard Soiled paper, including paper plates , cups Plastics not li sted above including but not limited to unnumbered plastics , including utensils Expanded polystyrene Coat Hangers Glass and metal cookware/bakeware Household appliances and electronics Hoses, cords , wires Yard waste , construction debris , and wood Flexible plastic or film packaging and multi-laminated Needles, syringes, IV bags or other medical supplies materials Food waste and liquids , containers containing such Textiles , cloth , or any fabric (bedding , pillows, sheets, etc.) items Excluded Materials or containers which contained Napkins , paper towels , tissue, paper plates , and paper cups Excluded Materials Any paper Recyclables or pieces of paper Recyclables Propane tanks , fuel cannisters, or other hazardous or less than 4" in size in any dimension pressurized metal canisters Batteries DELIVERY SPECIF I CA Tl ONS: Material delivered by or on behalf of City may not contain Non-Recyclables or Excluded Materials. Exhibit A -Page 1 of 2 EXHIBIT A (Page 2 of 2) SOTA MRF SINGLE STREAM MATERIALS SPECIFICATIONS (This version of Exhibit A will take effect when the SOT A MRF starts receiving City's Recyclables) RECYCLABLE MATERIALS must be d1y, loose (not bagged), unshredded , empty, and include ONLY the following: Aluminum cans Newspaper PET bottles with the symbol # I -with screw tops only Mixed Paper HDPE plastic bottles with the sy mbol #2 (milk, water Uncoated paperboard (ex. cereal boxes ; food and snack boxes) bottles detergent, and shampoo bottles, etc.) PP plastic bottles and tubs with symbol # 5 Uncoated printing, writing and office paper Steel and tin cans Old corrugated cardboard (uncoated and may include pizza boxes that do not contain food waste Glass food and beverage containers -brown , clear, or Magazines, glossy inserts and pamphlets green Mixed Plastics #3, 4 , 6 , 7 Ri g id Plastics *LDPE film (grocery bags /br ead bags) Household scrap metal (excluding appliances, automotive parts , or heavy item s) Aseptic beverage containers * As of the effective date of this Agreement, end markets for each of the Recyclable Materials ( e.g., Plastic grocery bags) listed in the above table are not available. Subject to approval by the City and Company's mutual agreement, the list of Recyclable Materials and Non-Recyclables may require some modification or updating once the SOTA MRF begins receiving the City's Single Stream Materials . NON-RECYCLABLES include but are not limited to the following· ' Bagged materials ( even if containing Recyclables) Microwavable trays Porcelain and ceramics Minors, window or auto glass Light bulbs Coated cardboard Soiled paper, including paper plates , cups and pizza Plastics not listed above including but not limited to boxes unnumbered plastics, including utensils Expanded polystyrene Coat hangers Glass and metal cookware/bakeware Household appliances and electronics Hoses, cords, wires Yard waste, construction debris , and wood Flexible plastic or film packaging and multi-laminated Needles, syringes, IV bags or other medical supplies materials Food waste and liquids , containers containing such Textiles, cloth , or any fabric (bedding , pillows , sheets , etc.) items Excluded Materials or containers which contained Napkins , paper towels , tissue, paper plates , and paper cups Excluded Materials Any paper Recyclables or pieces of paper Recyclables Propane tanks, fuel cannisters or other hazardous or less than 4" in size in any dimension pressurized metal canisters Batteries DELIVERY SPECIFICATIONS: Material delivered by or on behalf of City may not contain Non-Recyclables or Excluded Materials. Exhibit A -Page 2 of 2 EXHIBITB MRFPRICING COVER PAGE CFW AN D WM -RECYCLING AN D PROCESSI NG SERVI CES AGREEMENT 31 l. VALUE SHARE EXHIBITB (Page 1 of 4) ARLINGTON MRF PRICING The value of the Single Stream Materials meeting the Specifications shall be eighty percent (80 %) of the Company 's Blended Commodity Value as set forth below. 2. BLENDED COMMODITY VALUE To calculate the Blended Commodity Value per ton of the Recyclables , (a) The percentage of each Recyclab le and Non -Recyclable component set forth below contained in the City 's Single Stream Materials as established and revised from time-to-time by audit, is multiplied by the current value of each commodity set forth below; and (b) Each commod ity value per ton is added together to obtain the Blended Commodity Value per ton. City acknowledges that the value of a commodity may be negative . Blended Commodity Value is calculated monthly . • "PPW" means the higher of the prices issued by Fastmarkets RISI PPI Pulp & Paper We ek for the Southwest Region, domestic price, 1st issue of the month retroactive to the first of the month for the commodity grade actually sold . • "SMP" means the average price published at www.SecondaryMaterialsPricing.com for the Houston Region , first dated price each month , retroactive to the first of the month , for the commodity grade actually sold . • If PPW or SMP (or both) is no longer reflective of prevailing market conditions or ifan alternative publication more accurately reflects such market conditions, then Company may substitute such a lternative publication(s) or alternate method to determine the value of each commodity set forth below. • "Market Value" means the value of the Recyclable Materia l established by Company each month based upon such various factors , including but not limited to quantity, quality and location. • ::Actual Sales Price" means the average price paid to or charged to the Designated Facility during the month of delivery of the Recyclables less any freight, customs charges, duties , or other charges paid to third patties for the sale of such Recyclables. • "Disposal and/or Transportation Charge" means the charge for transporting and /or disposal of such Residue or contamination from the Designated Facility per ton in the month of delivery to the disposal facility . Material Component Cardboard Ca1tons , Mixed Paper Plastic #1 Plastic #2 Natural Plastic #2 Colored Plastic #5 PP Plastics #3, #4, #6, #7 Rigid Plastics Glass -Three Mix Glass -Fines A lum inum / beverage cans Steel/Tin Scrap Metals Contamination/Residue Material Comoonent OCC (e.g. cardboard) Mixed Paper ( e.g ., aseptic cartons, cereal boxes , writing and office Commodity Value PPW OCC # 11 or monthly Actua l Sales Price if greater PPW Mixed Paper #54 SMP for PET (baled, ¢/lb. picked up) SMP for Natural HDPE (baled, ¢/lb. picked up) SMP for Colored HDPE (baled, ¢/lb. picked up) SMP for PP Post Consumer (Baled , ¢/lb. picked up) Actual Sales Price Actual Sales Price Actual Sales Price Disposal and /or Transportation charge SMP for A luminum Cans (Sorted, Baled, ¢/lb, picked up) SMP for Steel Cans (Sorted, Baled , $/ton, picked up) Actual Sales Price Disposal and /or Transportation charge Commoditv Va lue Price will be PPW OCC # 11 * or Actual Sales Price if greater Price will be PPW Mixed Paper #54 * or Actual Sales Price if greater Exhibit B -Page 1 of 7 paper, etc.) Plastic #1 Price will be SMP for PET * or Monthly Actual Sales Price if greater Plasti c #2 Natural Price will be SMP for Natural HOPE* or Monthly Actual Sales Price if g reater Pl astic #2 Co lor ed Price will be SMP for Colored HOPE* or Monthly Actual Sales Price if greater Plastic #5 PP Price will be SMP for PP Post Consumer* or Monthly Actual Sa le s Pri ce if greater Plastics #3, #4 , #6, #7 Price will be Actual Sales Price , as there are no reliable indices for the commodity Ri gi d Plastics Price will be Actual Sales Price, as there are no reliable indices for the commodity Glass -Three Mix Price will be Actual Sales Price, as there are no re li a ble indic es for the commodity Glass -Fines Disposal and/or Transportation Charge Aluminum / beverage cans Price will be SMP for Aluminum Cans* or Monthly Actual Sales Price if greater Steel/Tin Price will be SMP for Steel Cans* or Monthly Actual Sales Price if greater Scrap Meta ls Price will be Actual Sales Price, as there are no reliable indices for the commodity Contamination/Residue Dispo sa l and /or Transportation Charge *When Company sells a commodity using the PPW or SMP inde x pricing, the index price for the commodity grade of material ac tually so ld during that month will be use d. 3.CHARGES (a) City shall pay a processing fee for each ton of Recyclable s ("Processing Fee"). The initial Processing Fee is $89.00 per ton. (b) The initial Disposal and/or Transportation Charge is $25.00 per ton. Exhibit 8 -Page 2 of 7 EXHIBITB (Page 2 of 4) ARLINGTON MRF PRICING Initial Compo sition and Bl end ed Commodity Value Exampl e City of Fort Worth TX -Singl e Stream Recyclables, February 2023 ace 12 .83 % $ 35 .00 $ Paper Carton s 0 .00 % $ $ Mixed Paper 25.39 % $ $ PET 5 .12 % $ 290 .00 $ HOPE Natural 1.28% $ 1,315.00 $ Plast i cs HOPE Color 1.82% $ 205 .00 $ Polypropylene 0.80 % $ 120.00 $ Pla stics 3,4 ,6, 7 0.80 % $ $ Rigid Plastic s 0 .72 % $ 300 .00 $ Gla ss Gla ss (Three Mix) 19 .68 % $ (18.00) $ Glass (Fine s) 2 .19 % $ (25 .00) $ Metals Aluminum (UBC) 2.12 % $ 1,550 .00 $ Steel/Ti n 1.83% $ 150.00 $ Scrap Metal 1.00% $ 50.00 $ Re sidue Re sidue/Contaminat ion 24.42 % $ (25 .00) $ Grand Total Bl e nded Commodity Valu e 100.00 % N/A $ I n th e exam pl e below: BCV means B l ended Co mm odity Va lue PF means Process in g Fee VS means Va lu e Share Current Blended Commodity V alue= $68.93 ba sed on pricing for February 2023 Exam ple Calcul ati on fo r Fe bru ary 2023: 4 .49 14.85 16.83 3.73 0.96 2.16 {3.54) (0.55) 32 .86 2.75 0.50 (6 .11) 68.93 $68.93 BCV x 80% VS = $55.14 Net B CV -$89 .00 PF = $33 .86 Net C harge per t on to the C i ty Exam ple Cal culatio n from A u gu st 2022 , w h ere the ca lculate d BCV was $167.49: $16 7.49 B CV x 80% VS = $133.99 Net BCV -$89 .00 PF = $44 .99 Net R ebate per to n to the C ity Ex hi bi t B -Page 3 of 7 1. VALUE SHARE EXHIBITB (Page 3 of 4) SOTA MRF PRICING The value of the Single Stream Materials meeting the Specifications shall be eighty percent (80%) of the Company's Blended Commodity Value as set forth bel ow. 2. BLENDED COMMODITY VALUE To calculate the Blended Commodity Value per ton of the Recyclable s, (a) The percentage of each Recyclable and Non-Recyclable component set forth below contained in the City's Single Stream Materials as established and revised from time-to-time by audit, is multiplied by the current value of each commodity set forth below ; and (b) Each commodity value per ton is added together to obtain the B lended Commodity Value per ton. City acknowledges that the va lue of a commodity may be negative. Blended Commodity Value is calculated monthly. • "PPW" means the hi g her of the prices issued by Fas/markets RISI PPI Pulp & Paper Wee k for the Southwest Region, dome st ic price , 1st issue of the month retroactive to the first of the month for the commodity grade actually sold. • "SMP" means the average price published at www.SecondaryMaterialsPricing .com for the Houston Region , first dated price each month , retroactive to the first of the mon th for the commodity grade actually so ld. • If PPW or SMP (or both) is no longer reflective of prevai ling market conditions or ifan alternative publication more accurately reflects such market conditions, then Company may substitute such alternative publication(s) or alternate method to determine the value of each commodity set forth below. • "Market Value" means the value of the Recyclable Materia l established by Company each month based upon such various factors , including but not limited to quantity, quality and location . • "Actual Sa les Price " means the average price paid to or charged to the Designated Facility during the month of delivery of the Recyclables less any freight, customs charges , duties , or other charges paid to third parties for the sale of such Recyclables . • "Disposal and/or Transportation Charge" means the charge for transporting and /or disposal of such Residue or contamination from th e Designated Facility per ton in the month of delivery to the dispo sa l facility. Material Comgonent Commodicy Value Newspaper PPW Mixed Paper #54* or Actual Sales Price if greater Mixed Paper Upgrade Actual Sales Price OCC ( e.g. cardboard) Price will be PPW OCC # 11 * or Actual Sales Price if greater Mixed Paper (e .g ., aseptic Price will be PPW Mixed paper #54 * or Actual Sales Price if greater cartons, cereal boxes , writing and office paper, etc .) Plastic #1 Price will be SMP for PET* or Actual Sales Price if greater P lastic #2 Natural Price will be SMP for Natural HPE* or Actual Sales Price if greater Plastic #2 Colored Price will be SMP for Co lored HDPE* or Actual Sales Price if greater Plastic #5 PP Price will be SMP for PP Post Consumer* or Actual Sales Price if greater Plastics #3, #4, #6, #7 Price will be Actual Sales Price, as there are no reliable indexes for the commodity Rigid Plastics Price will be Actual Sales Price, as there are no reliable indexes for the commodity Plastic Film Price will be Actual Sales Price, as there are no reliable indexes for the commodity Glass -Three Mix Price will be Actual Sales Price , as there are no reliable indexes for the commodity Exh ibit B -Page 4 of 7 I Glass -Fines Disposal and/or Transportation Charge Aluminum / beverage cans Price will be SMP for A luminum Cans* or Actual Sa les Price if greater Steel/Tin Price will be SMP for Steel Cans* or Actua l Sales Price if greater Sc rap Metals Price will be Actual Sales Price, as there are no reliable indices for the commodity Contamin ation/Residue Disposal and Transportation Charge *When Company se ll s a commodity using the PPW or SMP index pricing, the index price for the commodity grade of material actually sold durin g that month w ill be used. 3. CHARGES (c) City shall pay a processing fee for each ton of Recyclables ("Processing Fee"). The initial Processing fee is $89.00 per ton. (d) The initial Disposal and/or Trans portation Charge is $25.00 per ton. Exhibit B -Page 5 of 7 EXHIBITB (Page 4 of 4) SOTA MRF PRICING Initial Composition and Blended Commodity Value Example City of Fort Worth TX -Single Stream Recyclables, February 2023 Category Commodity Comp% Price/Ton Comp$ Paper Mixed Paper Upgrade TBO Newspaper ace 12 .83% $ 35.00 $ 4.49 Cartons 0.00% -- Mixed Paper 25.39 % -- PET 5.12% $ 290.00 $ 14 .85 HOPE Natural 1.28% $1,315.00 $ 16.83 $ HOPE Color 1.82% 205.00 $ 3.73 Plastics $ Polypropylene 0 .80% 120.00 $ 0.96 Plastics 3,4,6, 7 0.80% -- Rigid Plastics 0 .72 % $ 300.00 $ 2.16 Plastic Film 0.50% $100.00 $ 0.50 Glass Glass (Three Mix) 19 .68% $ (18 .00) $ (3.54) Glass (Fines) 2.19% $ (25 .00) $ (0.55) Metals Aluminum (UBC) 2 .12% $1,550 .00 $ 32.86 Steel/Tin 1.83% $ 150.00 $ 2.75 Scrap Metal 1.00% $ 50.00 $ 0.50 Residue Residue/Contamination 23 .92% $ (25 .00) $ (5 .98) Grand Blended Commodity Total Value 100.00% N/A $ 69.56 In the example be low : Exhibit B -Page 6 of 7 BCV means B lended Commodity Value PF means Processing Fee VS means Va lue Share Current Blended Commodity Value = $69 .56 based on pricing for February 2023 Examp le Calculatio n for February 2023: $69.56 BCV x 80 % VS = $55.65 Net BCV -$89.00 PF = $33 .35 Net Charge per ton to the City Examp le Calcu lation from August 2022 where the ca lculated BCV was $167.49: $167.49 BCV x 80% VS = $133 .99 Net BCV -$89 .00 = $44.99 Net Rebate per ton to the City Exh ibit B -Page 7 of 7 EXHIBITC COMPOSITION AUDITS COVER PAGE CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 32 EXHIBIT C -COMPOSITION AUDIT Audit Data Sheets Tab #1-Recycling Audit Data Input DRAFT City of Fort Worth MRF Audit Recycling Audit Information S1atus: Draft Data Fi lled Out Bale,~per, !I Bale , Pound s # Mate rial Traile /Co mpactor , or Other Bale Number Time Net occ Bale ace Bale ace Bale occ Bale Mixed Paper Bale Mixed Paper Bale Mixed Paper Bale Mixed Paper Bale Mixed Paper Bale 10 Mixed Paper Bale 11 Mixed Paper Bale 12 Mixed Paper Cart 13 Scrap Metal Hopper 14 HOPE Color Bale 15 HOPE Nab.Ira! Bale 16 HOPE Color Cart 17 HOPE Nab.Ira! Cart 18 Steel/fin Bale 19 Steel/fin Hopper 20 /IJuminum Bale 21 PJuminum Cart 22 PET Bale 23 PET Cart 24 PET Cart 25 PET Bale 26 PET Cart 27 PET Cart 28 PET Cart 29 PET Cart 30 PET Cart 31 PET Cart 32 PE T Cart 33 PET Cart 34 PET Cart 35 PET Cart 36 Trash Hopper 37 Trash T railer/Compaclor 38 Glass Other 39 Trash Trailer/Compaclor 40 Trash Hopper 41 Notes Exhibit C -Pag e 1 of 14 Tab #2 -Recycling Audit Load Weight City of Fort Worth Recycling Audit Recycl in g Audit Load Weight and Tonnage Slab.ls· Draft Date TQTl>J._ SORTEDTQT/>l_ 0-erAJnder Pounds 0-erAJnder Percentage Weather Con ditions During Material Collection Hauler Driver Fort Worth Staff Route Truck Number Tim e In I I r I Dale Filled Out Pounds Tons Scale Ticket Gros s Tare Net Net I I I I I I I I I r #OIV/0! Exhibit C -Page 2 of 14 Tab #3 -Unadjusted Composition . . . . DRAFT City of Fort Worth Recycling Audit I Unadjusted Aggregate Composition i Date I I Material Material I I -r t - Group Category Pounds Tons 1 Percentage2 Paper ONP t - 1 -r #OIV/0! -----,, --occ --#OIV/0! ,, --- Cartons --#OIV/0! Mixed (Other Rec~lable) ,, --#OIV/0! Subtotal . ,, I ,, . #DIV/0! Plastics PET I - ,, -#OIV/0! HOPE Natural -- ,, #OIV/0! HOPE Color -- ,, #OIV/0! -r Plastics #3 -#7 --#OIV/0! Rigid Plastics -- ,, #OIV/0! Plastic Film -- ,,, #OIV/0! -I" ,, Subtotal I . I . #DIV/0! Glass Glass -I ,, -#OIV/0 ! ,, ,, - Subtotal . I . #DIV/0! Metals Aluminum l ,, #OIV/0 ! -- SteelfTin ,, --#OIV/0! ,, - Scrap Metal --#OIV/0! Subtotal ,, . . #DIV/0! Residue/Contamination Residue /Contamination 3 f ,, --#OIV/0! ,, Subtotal . . #DIV/0! Program Recyclable Materials 4 I ,, . . #DIV/0! Residue/Contamination ,,, #DIV/0! . . TOTAL . I ,, . #DIV/0! 1. The tonnage figures ha\€ been round~d for purposes of reporting . I - 2. The material category percentages ha\€ been rounded for purposes of reporting .The material group percentages are the sum of the rounded material category percentages . - 3. The material category percentage is calculated by assuming 100 % less the sum of other material groups. -·-------~----------------------, ------------4. Includes Paper, Plastics , Glass , and Metals . Exh ibit C -Page 3 of 14 Tab #4 -Residue Audit Data DRAFT City of Fort Worth MRF Audit Residue Audit Information Status : Draft Da te Filled Out: , Pounds # Material Gross Tare Plastics #3 -#7 2 occ 3 Plastics #3 -#7 4 Plastics #3 -#7 5 Mixed Metal 6 Glass 7 Steel 8 Aluminum 9 PET 10 Plastics #3 -#7 11 HOPE Color 12 Mixed Plastic 13 HOPE Natural 14 Mixed Paper 15 occ 16 Residue 17 Residue 18 Residue 19 Residue 20 21 22 Net Notes Exhibit C -Page 4 of 14 Tab #5 -Residue Sample Weight I DRAFT City of Fort Worth Recycling Audit Residue Audit Sample Weight and Tonnage Status: Draft Date Filled Out Pounds Sample Weight Gross Tare Sample 1 Sample 2 I Sample 3 Sample 4 I Sample 5 Sample 6 Sample 7 Sample 8 I I Sample 9 I I ,.. ,.. TOTAL --I SORTED TOTAL I Over/Under Pounds I Over/Under Percentage Adjusted Aggregate ~esidue/Contamination Typ4 Tons Compactor Other Residue TOTAL I 1 I Net I I - - - - - - I - - -,.. -,.. -,.. - ,.. #DIV/0! Exhibit C -Pag e 5 of 14 Tab #6 -Residue Composition - DRAFT City of Fort Worth Recycling Audit I I Residue Composition - Date I Material Sample Audit Group Material Pounds Mean(%) Tons 1 Paper ONP " #OIV/0! " #OIV/0! ,,. -,,. occ - #OIV/0! #OIV/0! Cartons ,,. #OIV/0! ,,. #OIV/0! Mixed (Other Rec~lable - ,,. #OIV/0! ,,. #DIV/0! ,,. ,,. Subtotal I -#DIV/0! #DIV/0! Plastics PET " #OIV/0! I" #OIV/0! ---,, ,,. - HOPE Natural -#OIV/0! #OIV/0! HOPE Color -#DIV/0! ,,. #OIV/0! -,,. ,,. Plastics #3 -#7 -#OIV/0! #DIV/0! ,,,. ,. Mixed Plastic -#OIV/0! #OIV/0! ,,. Plastic Film #OIV/0! ,,. #OIV/0! Subtotal - ,,. #DIV/0! ,,. #DIV/0! Glass Glass t " #OIV/0! " #OIV/0! -,,. ,,. Subtotal -#DIV/0! #DIV/0! Metals Aluminum t " #OIV/0! " #OIV/0! -,,. ,,. #OIV/0! Steel/Tin -#DIV/0! ,Mixed Metal - ,,. #DIV/0! ,,. #OIV/0! Subtotal -,,. #DIV/0! ,,. #DIV/0! Contamination Contamination " -#OIV/0! " #OIV/0! Subtotal -,,. #DIV/0! ,,. #DIV/0! TOTAL -" #DIV/0! " #DIV/0! 1. The tonnage figures ha~ been rounded for purposes of reporting . 2. Based on trailer/compactor residue only. All other residue assumed trash. Exhibit C -Page 6 of 14 Tab #7 -Recovery Rate Contractor is required to recover 95% of Single-stream Recyclables . City will calculate the recovery rate to determine whether Contractor is in compliance with the requirement to recover 95% of Single-stream Recyclables. For calculation of the recovery rate, the tonnage ofrecyclable material recovered according to the Recycling Characterization Audit will be divided by the total tonnage of recyclable material reco.vered according to the Recycling Characterization Audit plus the total tonnage of recyclable material not recovered according to the Residue Characterization Audit. The following is the formula for the calculation of the recovery rate: ill Recovery Rate = (X + Y,) X= Tonnage of Recyclable Materials Recovered via Recycling Characterization Audit Y= Tonnage of Recyclable Materials Not Recovered via Residue Characterization Audit If the 95% recovery rate is not met, the quantity of Recyclable Materials will be proportionately increased based on the composition of Recyclable Materials not recovered according to the Residue Characterization Audit to achieve the 95% recovery rate. Exhibit C -Page 7 of 14 DRAFT City of Fort Worth Recycling Audit I I Recovery Rate Date I Material Recycled Resid ue Total Recovery Group Material Tons 1 Tons 1 Tons 1 Rate Pape r ONP -"' #OIV/0! "'#OIV/0! 0.00 % occ - ,, #OIV/0! ,, #OIV/0! ,, #OIV/0! -,, ,, Ca rtons -#OIV/0! #OIV/0! 0.00 % ,_ "'#OIV/0! "'#OIV/0! ,, Mix ed (Oth er Rec~la bl e) -#OIV/0! Subtotal -"' #DIV/0 ! ,, #DIV/0! ,, #DIV/0! Plastics PET -"'#OIV/0! "'#OIV/0! "'#OIV/0! HOPE Natura l - ,, #OIV/0! ,, #OIV/0! ,, #OIV/0! -- "'#OIV/0! "'#OIV/0! "'#OIV/0! HOPE Colo r - Pl asti cs #3 -#7 - ,, #OIV/0! ,, #OIV/0! "'#OIV/0! --,, ,, - "'#OIV/0! Rigid Pl astic s -#OIV/0! #OIV/0! Pla stic Film -- - 0.00 % -- "' #DIV/0! ,, ,, Subtotal -#DIV/0! #DIV/0! Glass Glass -.. #OIV/0! .. #OIV/0! .. #OIV/0! -,, ,,-#DIV/0 ! ,, Subtotal -#DIV/0 ! #DIV/0 ! Metals Aluminum -.. #OIV/0! .. #OIV/0! .. #OIV/0! Steel /Tin - ,, #OIV/0! ,, #OIV/0! ,, - #OIV/0! -,, "'#OIV/0! ,, Scrap Metal -#OIV/0! #OIV/0! -,, r #DIV/0! ,, - Subtotal -#DIV/0! #DIV/0! TOTAL -.. #DIV/0 ! .. #DIV/0! .. #DIV/0 ! 1. The tonnage figure s hal,\9 been rou nded for purposes of repo rti ng . Exhibit C -Pag e 8 of 14 Tab #8 -Final Composition Calculation - City of Fort Worth Recycling Audit I Adjusted Aggregate Composition by Program Recyclables and Residue/Contamination Date I I Mater ial Material Unadjusted Compostion Adj usted Composition Differenci Group Category Tons 1 Pe rcentage 2 Tons 1 Percentage 2 Paper ON P . #OIV/0! #OIV/0! . #OIV/0! #OIV/0! - +--,. "' -,. ,. #OIV/0! occ -#OIV/0! #OIV/0! #OIV/0! ,. "' -,, "'#OIV/0! Cartons -#OIV/0! #OIV/0! #OIV/0! ,. ,. ,. "'#OIV/0! Mixed (Other Rec ydablE -#OIV/0! #OIV/0! #OIV/0! -,. ,. ,. ,. #DIV/0! Subtotal . #DIV/0 ! #DIV/0 ! #DIV/0 ! Pl asti cs PET - ,. #OIV/0! #OIV/0! ,. #OIV/0! #OIV/0! HO PE Natu ral ,. #OIV/0! "' #OIV/0! ,. #OIV/0! ,. #OIV/0! --,. .. ,. i,,-#OIV/0! HOPE Co lor -#OIV/0! #OIV/0! #OIV/0! ,. -...-Plastics #3 -#7 -#OIV/0! #OIV/0! ,. #OIV/0! ,.. #OIV/0! ,_ ,. "' ,. ,. #OIV/0! Rig id Plastics -#OIV/0! #OIV/0! #OIV/0! ,. ,. ,. "'#OIV/0! Pl astic Film -#OIV/0! #OIV/0! #OIV/0! ,. ,. Subtota l . #DIV/0! ,. ,. #DIV/0 ! #DIV/0! #DIV/0! Glass Glass - ,. #OIV/0! #OIV/0! ,. #OIV/0! #OIV/0! ,. ,. ,. "'#DIV/0! Subtota l . #DIV/0 ! #DIV/0! #DIV/0! Me tals .Alu minum -. #OIV/0! #OIV/0! , #OIV/0! #OIV/0! ,. ,. ,. ,. - Steelrrin -#OIV/0! #OIV/0! #OIV/0! #OIV/0! - Scrap Me tal - ,. #OIV/0! ,. #OIV/0 ! ,. #OIV/0! ,. #OIV/0! ,. ., ,. ..--Subtotal . #DIV/0! #DIV/0 ! #DIV/0! #DIV/0! Residue/Contamination Residu e/Con tamination r #OIV/0! #OIV/0! , #OIV/0! #OIV/0 ! --,. ,. -,. ,,- Subtotal . #DIV/0 ! #DIV/0! #DIV/0! #DIV/0 ! Program Recyclable Mate rials 3 . #DIV/0! , . #DIV/0 ! #DIV/0! #DIV/0! Residue/Contam ination r #DIV/0! #DIV/0 ! I" #DIV/0 ! #D IV/0! . TOTAL . #DIV/0! . #DIV/0 ! . #DIV/0! #D IV/0 ! 1. The to nnage figu res ha ve bee n roun ded for purposes of reporti ng. 2. The materia l category percentages have been roun ded fo r purposes of reporting . The materia l group percen tages are th e sum of the roun ded material categ ory percentages . ~----------------------·-------------1-----------· 3. Incl ud es Pap er , Pla sti cs , Gl ass , and Me tals. I ' EXHIBIT C -COMP OSITION AUDIT Checkli st Exhib it C -Page 9 of 14 Audit Plan Key Action It ems Key Act ion Item Desc ription Lead Ta rget Completion Review Audit Plan The City and WM review audit plan . Revise audit plan City 6 weeks prior if agreed to by both parties. to initial Audit Agree to Audit Date The City and WM agree to the date for conducting the City 6 weeks prior to audit. Aud.its are to be conducted twice in each and Audit Contract Year, unless both parties agree on an WM alternative date. Audits should not be conducted following a ho liday or inclement weather. The City must approve any postponements of audits. Agree to Audit Start Time The C ity and WM agree to the start time for the audit. C ity 6 weeks prior to The sta11 time will begin with a wa lk thru to confirm and Audit MRF is MRF is clean . In addition , the City and WM WM agree to earliest start time for commencement of audit. The sta11 time for walk thru should be a minimum of one hour prior to start time for commencement of audit. The desi gnated times will assist with staff schedu ling . Calibrate Scales WM confirms MRF scales, including the vehic le and WM 4 weeks prior to baler sca les, are calibrated in accordance with Audit Contract. WM to provide documentation to the City that scale calibratio n is proceeding, notice to the City of scale calibration, and doc u mentation to t he City upon receipt of scale calibration results. Retain City Staff for Audit The City to schedule staff to lead and assist with the City 3 weeks prior to audit. The City requires a minimum of 8 staff to Audit conduct the audit. The audit staffing should include recyc ling audit supervisor, recycling audit crew, residue audit s upervisor, and residue audit crew. Agree to Commodity Types The City and WM agree to the type and description of City 3 weeks prior to and Descriptions each commodity. The commodity types and and Audit descriptions mu st be consistent with the contract. WM Commo di ty types sho u ld incl ude any materials recovered at the facility and marketed to end markets . The City will utilize the commo dity types and descriptions for the res idue audit. Retain Personal Protection The City to confirm City audit staff have hard -toe C ity 2 weeks prior to Equipment (PPE) for City puncture resistant footwear. The City to acquire hard Audit Staff hats, safety googles, reflective vests , puncture resistant nitri le gloves, dust masks , ear p lugs , and other PPE as necessary for the audit. Retain Sort Tabl e and F loor WM to confirm availabi lity of sort table an d floor WM 2 weeks prior to Sca le scale for audit. F loor scale must have capability to Audit weigh to the tenth of a pound and surface area sufficient for bin/can/cart. Exh ibit C -Page 10 of 14 Key Action Item Descripti on Lead Target Completion Monitor Weather The City and WM monitor weather forecast for the City 2 weeks prior to dates when audit loads are to be collected. If the City Audit and WM determine the composition of the audit loads will be materially impacted by inclement weather or cause unsafe operating conditions, the City and WM may reschedule the audit to a later date mutually agreed upon by the City and WM. Select Routes The City and WM meet to randomly draw routes from City 2 weeks prior to each collection day to be included in the audit. Routes and Audit selected for prior audits shall be excluded from WM random drawing until all routes have been audited . MRF Walk Thru 1 Week Upon request of the City, the City and WM to walk City I week prior to Prior to Audit thru MRF to observe the operation of equipment, and Audit proposed tippin g floor area for storage of audit loads , WM and other components of the MRF operations related to the upcoming audit. Continue to Monitor The City continues to monitor weather forecast for the City 1 week prior to Weather dates which audit loads are to be collected. If the City Audit determines the composition of the audit loads will be materially impacted by weather (i.e. high amounts of rain), the City may reschedule the audit to a later date mutually agreed upon by the City and WM. Delivery and Storage of The City delivers and WM stores audit materials in WM I week before Audit Loads to MRF designated area at MRF. Designated area shall have Audit till Night barriers in place to separate audit materials from any before Audit other materials. The City may observe the delivery and storing efforts. The total audit materials will be between 50and 120 tons, depending on location , weather, and any potential trucking issues. Report Audit Loads WM to weigh vehicles delivering audit loads full and WM I week before empty to capture the tare weight of the truck and the and Audit until weight of the load. WM to report tonnage information City Night before for audit loads upon receipt at the MRF. Audit Print Data Sheets and The City to print copies of data collection sheets. The City 1 week before Retain City Staff Audit City to provide other data supplies required by the Audit until Supplies City staff such as binders with storage compartment Night before and calculator, camera, zip ties , spray paint, etc . Audit Retain Water and Food The City to purchase water. The City to have multiple City Day prior to coolers with ice and water (i .e. scale house, residue Audit audit location). The City to make arrangements for food for City staff to be delivered to MRF . Clean MRF WM cleans MRF. WM removes non -audit materials WM Night before from tipping floor and sorting area, marks materials to Audit be excluded (i.e. plastic bags), or contains such material in areas clearly marked (i.e . taped off) to be excluded from the audit (i.e . under specified equipment). The City may observe the cleaning efforts. Exhibit C -Page 11 of 14 Key Action Item Description Lead Target Com letion Empty Drum Feeder, WM empties drum feeder and all hoppers and roll-offs WM Night before Hoppers and Roll-offs at the MRF. WM shall notify the City and provide the Audit City with the opportunity to inspect drum feeder and all hoppers and roll-offs at the MRF. WM to utilize hoppers of sufficient capacity and position such hoppers as to prevent overflow during audit (i .e. hopper to prevent overflow of glass). Train Staff WM trains C ity staff regarding the MRF safety City Prior to procedures and policies (i .e. evacuation lo cation). The and Commencing City trains City staff and WM trains WM staff as to WM Audit audit protocol. IfMRF safety policies are violated by City or its representatives, WM retains the right to pause or cancel the audit. MRF Walk Thru Morning The City and WM to walk thru MRF to confirm MRF City Prior to of Audit is clean. The City and WM to confirm areas not and Commencing cleaned to be excluded from audit. The City and WM WM Audit on Audit may need to walk thru the MRF multiple times prior to Day meeting the requirements specified in protocol. Confirm Staffing WM to identify and provide contact information for WM Prior to the point of contact during the audit at WM for the Commencing City. In addition , WM will confirm that appropriate Audit on Audit number of staff and maximum equipment processing Day speed of 25 tons per hour. A variance of up to 3 tons per hour will be tolerated due to weather or other factors affecting material condition. *Once the SOT A is operational , the system will process the audit material at a speed of 3 8 tons per hour, with a 3 ton per hour variance . Confirm Commencement of The City and WM agree to commence audit. City Prior to Audit and Commencing WM Audit on Audit Day Photograph Audit The City shall photograph the audit including audit City During Audit material , bales , residue audit sample, residue audit sorted material , etc . Relocate Audit Load WM (with the supervision of City) relocates audit WM After Material material from the designated storage area to the drum Confirmation to feeder. Commence Audit Observation of Operations The City observes the operations including on sort City During Audit line, tipping floor, and other areas of the MRF involved with the audit. Moving of Sorted Materials The City to tag with data collection sheet and zip tie City During Audit all bales prior to moving from baling area and upon and weighing. WM shall notify the City and provide the WM City the opportunity to observe moving of any materials (i.e. bales, hoppers, roll-off). Exhibit C -Page 12 of 14 Key Action Item Weighing ofRecovered Materials Weighing of Residue/Contamination Materials Preparation of Residue Audit Sorting Table Co llection of Residue/Contamination Sample Description Exc ludin g residue audit samp le, all recovered materials shall be weighed at the floor scale for accuracy. The truck scale may be used if any item exceeds the capacity of the floor scale . WM shall ensure the City is present to observe we ighing of any recovered materials. The City shall record all weights of materials . Exclud ing residue audit sample, all re sidue/contamination shall be weighed at the floor scale for accuracy . The truck scale may be used if any item exceeds the capacity of the floor scale. For example, plastic bags may be weighed on floor scale if agreed to by the City and WM. WM shal l ensure the City is present to observe weighing of any residue/contamination . The City shall record all weights of materials . WM to set-up sorting table and floor scale. WM to provide the number of carts specified by the City for conducting residue audit. The City to label carts to a material category. The City to record the cart tare weights and gross weights on data collection sheets . Upon completion of processing all audit material, WM shall tip the contents of the residue/contamination roll- off in a designated area. The City shall notify WM and provide WM the opportunity to observe the collection of the residue/contamination sample. For purposes of collecting the samples, the load will be conceptually subdivided into eight subsections as shown in the following diagram . From each subsection of the load, the WM loader operator shall collect a sample and load one 95 gallon cart. After eight samp les are collected from the eight subsections of the load, the City shall calculate the net weight of the eight carts to confirm a minimum net weight of200 lbs. If the net weight of the eight carts is less than 200 lbs ., the WM loader operator shall collect a sample from subsection 2, 3, 4, 5, 6, 7, 8 then 1 till a minimum net weight of200 lbs . is collected. Lead Target Com letion City During Audit and WM City During Audit and WM City During Audit and WM City During Audit and WM Exhibit C -Page 13 of 14 Key Action Item Description Lead Target Completion Sorting of The City shall notify WM and provide WM with the City During Audit Residue /Contamination oppo1tunity to obse1ve the sorting of and Sample residue/contamination sample. The City will classify WM the residue /contamination into the audit commodity types or contamination and place the materials into the individual carts for each category. The City will sort from the top of the samp le (i.e . no digging into the load) wearing the puncture resistant Nitrile g loves. The City will carefully pass materials (i.e. no throwing of materials) on the sort table to the area of the table where such material category carts are located. Once a ll the materials from the sample have been sorted into their designated caits, the City wi ll bring the sorted materials to the scale. The City wil l record the gross and tare weights of each cart on the data collection sheet. The City sha ll notify WM and provide WM the opportunity to observe a nd inspect the categorization of materials to ensure compliance with the audit plan. The City will photograph the contents of each sorted material. Physical Sorting of Floor In designated areas, large quantities ofrecovered WM During Audit Materials materials are placed on the floor (i .e. area by balers). WM shall lo ad such material into a container and weigh accordingly. WM shall notify the City and provide the City the opportunity to observe moving of any materials. Cleaning and Weighing of WM with the su pervision of the City sha ll clean the WM During Audit Other Materials MRF comparab le to the level the fac ili ty was cleaned prior to commencement of the audit. WM sha ll exclude areas not cleaned prior to commencing audit. Recordkeeping The C ity may tag each bale with the material type and City During Audit samp le number. The City shall re cord weights. At the and end of the audit data, the City shall make copies of the WM data sheets for WM. Data Entry and Analysis The City shall enter data and perform the analysis. City 1 week after WM shall review the City's data entry and analysis. and A ud it WM Exhibit C -Page 14 of 14 EXHIBITD MONTHLY INVOICE FORMAT COVER PAGE CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 33 Recycling Processing Fac ility Waste Management Tons Received SS Curbsi de Loose SS Rejected Unacceptable Loads Total Tons Received PROCESS ING FEE: Total Processed Tans Per ton Processing Fee Total Processin Fees Category• Paper Paper Paper Paper Plastic Plastic Plastic Plastic Plastic Plastic Plastic Glass Glass Metals Metals Metals Residue Blended Commodity Value Recydable Revenue Share to City Net Blended Commodity Value Processing Fee Net Revenue To City Per Ton Net Revenue To Ci ty Commodity ONP (News) occ Cartons Mixed (Other Recyclable) PET HDPE Natural HDPEColor Plastics #3 , #4, #6 , and #7 Plastics #5 Rigid Plastics Plastic Fi lm 3--Mix Glass Fine Glass Aluminum Steelmn Scrap Metal Residue and Contamination Tota l Processed Total Due {positive= Check to CFW; Negative = Check from CFW) Invoice Date Inv oi ce Month Component % 0.00% Processi ng Invoice fo r Recycling Material City of Fort Worth Invoice#: FW Purchase Order : Rem it To Addres s : Tons BCV1 s s $ $ $ $ $ $ $ $ $ $ $ $ $ s $ $ 1 Exmple BCV Calculation: $69.56 BCV x 80% VS= $55.65 Net BC V -$89.00 PF= $33.35 Net Charge per ton to the City Education Fee Calculation Education Fee Per Ton Pa id To City Total Education Fee Due *The Education fee INi ll not be factored in to the invoice , WM INi!I send separate payment to City for Edcucation fee •categories and Commodities may change and v.il/ be adjusted to match ARLINGTON MRF SINGLE STREAM MATERIALS SPECIFIC ATIONS Tons $/Ton Revenue Total$ s $ s $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Exhibit D -Page 1 of 9 Recycling Processing Facility Waste Management Tons Received SS Curbside Loose SS Rejected Unacceptable Loads Total Tons Received PROCESSING FEE: Total Processed Tans Per ton Processing Fee Total Processin Fees Category* Paper Paper Paper Paper Plastic Plastic Plastic Plastic Plastic Plastic Plastic G lass Glass Metals Metals Metals Residue Blended Commodity Value Recyclab le Revenue Share to City Net Blended Commodity Value Processing Fee Net Revenue To City Per Ton Net Revenue To City Commodity ONP (News) ace Cartons Mixed (Other Recyclable) PET HOPE Natural HOPE Color Plastics #3 , #4, #6, and #7 Plastics #5 Rigid Plastics Plastic Film 3-Mix Glass Fine G lass Aluminum Steel/Tin Scrap Metal Residue and Contamination Tota l Processed Total Due (positive= Check to CFW; Negative= Check from CFW) In voice Date In voice Month Component % 1.04% 15 .30% 0.82% 19.79% 6 .17% 1.33% 1.49% 1.09% 0.00% 0.54 % 0.12% 20.95% 0.00% 1.82% 1.65% 1.18% 26.70% 100.00% Processi ng In voice f or Re cycli ng Material City of Fort Wo rth Invoice#: FW Purcha se Order: Remit To Address: Tons BCV1 51 .97 0.28 809.24 8.32 0.04 993.11 0.98 309.87 21 .61 66 .72 18.56 74.7 1 3.87 88.10 0.85 1,051 .61 (3.14) 91 .34 30 .99 142.01 2.88 1,340.13 (6.68) 5,018.81 78.57 1 Exmp le BCV Calculation : $69.56 BCV x 80% VS = $55.65 Net BCV -$89.00 PF = $33.35 Net Charge per ton to the City Education Fee Calculation Education Fee Per Ton Paid To City Total Education Fee Due •Toe Education fee will not be factored into the invoice , WM will send separate payment to City for Edcucation fee 'Categories and Commodities may change and IMII be adjusted to match ARLINGTON MRF SINGLE STREAM MATERIALS SPECIFICATIONS $/Ton Revenue $27.50 $54.40 $4.97 $4.97 $350.00 $1 ,396.03 $260.00 $77.91 $0 .00 $0 .00 $0.00 ($15.00) $0.00 $1 ,702 .81 $174.48 $0.00 ($25.00) Tons 5,0 18 .81 5,018.81 5,018 .81 $ 89.00 $ 446,674.09 Total$ s 1,429 .18 $ 44 ,021.35 s $ 4,936.60 s 108,454.50 $ 93,143.15 $ 19,424.60 $ 6 ,863 .66 $ $ $ $ (15 ,774.15) $ $ 155,535.04 $ 24 ,778.24 $ $ (33,503.25) $ 409 ,308.92 s 78.57 80.00% $ 62.86 $ 89.00 s (26.14) $ (131 ,210.55) $ (131 ,210.55) 2.16 10,840.63 Exhibit D -Page 2 of 9 Recyc ling Processing Facility Waste Manag eme nt I Tons Received PROCESSING FEE: Tota l Processed Tons Per ton Processing Fee Tota l Processin Fees Ca tegory* Paper Paper Paper Paper Plastic Plasti c Plasti c Plastic Plastic Plasti c Plastic Glass Glass Metals Meta ls Metals Residue Blended Commodity Value Recydable Re ve nue Share to City Net Blended Commodity Va lue Processing Fee Net Revenue To City Per Ton Net Revenue To City I Commodity ONP (News) occ Cartons Mixed (Other Recydable) PET HOPE Natural HOPE Color Plastics #3 , #4, #6, and #7 Plastics #5 Rigid Plastics Plastic Film 3-Mix Glass Fine Glass Aluminum Steel/Tin Scrap Metal Residue and Contamination Total Processed Total Due (positive= Check to CFW; Ne gative= Check from CFW} 1 Exmple BCV Calculation: $69.56 BCV x 80 % VS = $55.65 Net BCV -$89.00 PF = $33.35 Net Education Fee Calculation Education Fee Per Ton Paid To City Total Education Fee Due Invo ice Date Invoice Month Component % 0.00% *The Education fee 'Nill not be factored in to the invoice, WM w;n send separate payment to City for Edcucation fee Processing Invoice for Recyc l ing Material City of Fort Worth Invoice#: FW Purchase Order: Remit To Address : Tons BCV1 s $ $ $ $ s $ $ $ s $ $ s s $ $ s $ •categories and Commodities may change and wll be adjusted to match SOTA MRF SINGLE STREAM MATERIALS SPECIFICATIONS Ton s s $fTo n Revenue Total S $ $ s $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ s $ s $ Exhi bit D -Page 3 of 9 Recycling Processing Fa c ility Waste Management Tons Received SS Curbside Loose SS Rejected Unacceptable Loads Total Tons Received PROCESSING FEE: Total Processed Tons Per ton Processing Fee Total Processin Fees Category• Paper Paper Paper Paper Plastic Plastic Plastic Plastic Plastic Plastic Pl astic Glass Glass Metals Metals Metals Resi due Blended Commodity Value Recyclable Revenue Share to City Net Blended Commodity Value Processing Fee Net Revenue To City Per Ton Net Re venue To City Commodity ONP (News) occ Cartons Mixed (Other Recyciable) PET HOPE Na tura l HOPE Color Plastics #3, #4, #13 , and #7 Plastics #5 Rigid Plastics Plastic Film 3-Mix Glass Fine Gla ss Alumi num SteeITTin Scrap Metal Resid ue and Contamin ation Total Processed Total Due (positive= Check to CFW; Negative = Check fro m CFW) 1 Exmple BCV Calculation : S69.56 BCV x 80% VS = $55.65 Net BCV -$89.00 PF = $33.35 Net < Education Fee Calculation Education Fee Per Ton Paid To City Total Education Fee Due Invoice Date In voice Month Component% 1.04% 15 .30 % 0.82% 19.79% 6.17% 1.33% 1.49% 1.09 % 0.00 % 0.54% 0.12% 20.95% 0.00% 1.82% 1.65% 1.18% 26.70% 100.00% •Toe Education fee YJi ll not be factored into the invoice , WM wi ll send separate payment to City for Edcucation fee Processing Invoice for Recycling Mate ri al City of Fort Wo rth In voice #: FW Purchase Order: Remit To Address: Tons BCV1 51.97 0.28 809.24 8.32 0.04 993.1 1 0.98 309.87 21.61 66.72 18.56 74.71 3.87 88.10 0.85 1,051.61 (3.14) 91.34 30.99 142.01 2.88 1 340.13 (6.68) 5,018.81 78.57 •categories and Commodities may change and YJi ll be adjusted to match SOTA MRF SINGLE STREAM MATERI ALS SPECIFICATIONS Tons 5,018.81 5,018 .81 5,018.81 s 89 .00 $ 446,674.09 $!Ton Revenue Total$ $27,50 $ 1,429 .18 $54.40 $ 44 ,021.35 $4.97 s $4.97 $ 4,936.60 $350.00 $ 108,454 .50 $1,396.03 $ 93 ,143.1 5 $260.00 $ 19 ,424.60 $77.91 $ 6 ,863.66 $0,00 s $0.00 $ $0.00 $ ($15.00) $ (15,774.15) $0.00 $ $1 ,702.81 s 155,535.04 $174.48 s 24,778.24 $0.00 s ($25.00) $ (33 ,503.25) $ 409 ,308.92 s 78.57 80 .00% $ 62.86 $ 89.00 $ (26.14) $ (131 ,2 10.55) $ (131 ,210.55) $ 2.16 $ 10,840 .63 Exhibit D -Pag e 4 of 9 CITY OF FOR T WORTH MRF AUD IT S -ROLLING AVER AGE OF FO UR (4) AUDI TS Ave rage of MRF Au dits Date Waste Management (Date) Materia l Materia l Adju sted Co mpositio n Group Category Tons 1 I Percentaae ' Pap er ONP #DIV/0! occ #DIV/0! Cartons #DIV/0! Mixed (Other Recyclable) #D IV/0! Subtotal #DIV/0! Plastic s PET #DIV/0! HDPE Natural #DIV/0! HDPE Color #DIV/0! Plastics #3. #4, #6, and #7 #DI V/QI Plastics #5 #DIV/QI Rigid Pla stics #DI V/QI SOTA MRF ONLY Plasti c Fi lm #DIV/QI Subtotal #DIV/0! Glass' 3-Mix Glass #DIV/0! Fine Glass #DIV/0! Subtota l #DIV/Q! Metal s Aluminum #DIV/QI SteelfTin #DIV/0 ! Scrap Metal #DI V/0! Subtotal #DIV/0! Residue /Con tamination Residue/Contamination #DIV/0! Subtotal #DIV/0! Proaram Recvclable Materials I #D IV/Q! Resid ue/Co ntamination I #D IV/Q! TOTA L I #DIV/0! 1. The tonnage figu res have been rounded for purposes of reporting . 2. The material category percentages have been rounded for purposes of reporting. The material group percentages are the sum of the rounded material category percentages. 3. Under current contract 3-mix glass and fine glass are not separated. For this example all glass is shown as 3-Mix. Waste Manage ment (Date) Adju sted Composition Tons 1 I Percentaae' #D IV/0! #D IV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #D IV/0! #D IV/Q! #D IV/0! #D IV/Q! #D IV/0! #DIV/0! #DIV/QI #DIV/QI #DIV/0! #D IV/0! #D IV/0! #D IV/0! #DI V/0! #D IV/0! #DIV/0! l #DIV/0! I #D IV/0! I #DIV/0! Waste Management Waste Management Rolling Average of Previou s Four (4) Aud its (Date) (Date) (Date) Adjusted Co mpo sition Adiusted Composition Adiusted Co mpo si ti on Ton s1 l Percentaqe ' Tons 1 I Percentaqe' Tons 1 I Percentaqe ' #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #D IV/0! #D IV/0! #DIV/Q! #DIV/0! #DIV/0! #D IV/QI #DIV/QI #DIV/0! #DIV/Q! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/Q! #DIV/0! #D IV/0! #DIV/0! #DI V/Q! #D IV/0! #DIV/0! #D IV/QI #D IV/0! #DIV/0! #D IV/QI #D IV/Q! #D IV/QI #DIV/0! #D IV/0! #DIV/0! #DIV/0! #DIV/0! #D IV/0! #DIV/0! #DIV/QI #DI V/0! #DIV/QI #DIV/QI #DIV/QI #DIV/QI #D IV/0! #DIV/Q! #DIV/0! #DIV/0! #D IV/QI #DI V/0! #D IV/0! #DIV/QI #D IV/0! #D IV/0! #D IV/QI #DIV/0! #DIV/0! #DIV/0! #D IV/0! #DIV/0! #D IV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! l #DIV/QI I #DIV/0! I #DIV/0! T #DIV/0! I #DIV/0! I #DIV/0! I #DIV/0! I #DIV/0! I #DIV/0! Exhibit D -Pag e 5 of 9 Commoditv Actual Sa les Price Market/Inde x Va lue For Rebate Calculat ion Determ ination Facto r ONP Ne..o $4 .97 27,50 $27.50 ace $54.40 32.50 $54.40 Canons $-4 .97 1.50 $4.97 Mixed Pacer /Other Recvdable $4 .97 1,501 $4.97 P£T $350.00 305.00 $350.00 HDPENatural $1 396.03 1 330.00 $1 396.03 HOPE Color $242.55 260.00 $260.00 Plastics #3 #4 '#8 and'lfl $77.91 $77.91 Source of commodity va lues (Index, invoice, etc.) 'M ll be determi ned by the co ntract and th e Monthly Plastics #5 $0.00 Ri id Plastics $0.00 Invo ice exa mpl e 'M Ii be u pdated after th e contract is signed Plastic Film $0.00 ~Mix Glass ($15.001 ($15.001 Fine Glass $0.00 $0.00 Aluminum $1 702.81 1 550.00 $1 702.81 SteelfTin $174.48 167.50 $174.48 ScraoMetal $0.00 Residue and Contamination Exhibit D - Page 6 of 9 FOR ILLUSTRATION PURPOSES ONLY -ALL COMMODITY SALES DATA AND INDEX DATA MUST BE UPDATED MONTHLY AND COPIED HERE SO INVOICE CAN BE VERIFIED Price oer Short Ton :LE MARKET Commodity Houston PPI Pricinn I -. . ' ' • ~• II r ,f • .,,,.:r..>"'f-:tfr;:, ~""-"t -.."'• • '-( U ... - ... ------... =- ......... --..,_ Exhibit D -Page 7 of 9 ..... .... ... __, ---.. ... Qt .. .. Exhibit D -Page 8 of 9 CITY OF FORT WORTH MRF AUDITS -ROLLING AVERAGE OF FOUR (4) AUDITS Average of MRF Audi ts Date Wa ste Manag ement (Date) Mater ial Materia l Adju sted Composition Group Ca tegory Ton s1 I Percen taqe 2 Paper ONP 0.94 ace 3.05 Cartons 0.03 Mixed (Oth er Recycl abl e) 6.24 Su bt otal 10.26 Plastics PET 1.50 HOPE Natur al 0.28 HOPE Color 0.35 Plastics #3, #4, #6, and #7 0.20 Plastics #5 Rigid Plastics 0,09 SOTA MRF ON LY Plastic Fi lm 0.10 Subtotal 2.53 Glass' 3-Mix Glass 4.4 4 Fine Glass Subtotal 4.44 Metals Aluminum 0.39 Steel/Ti n 0.44 Scrap Metal 0.33 Subtota l 1.16 Residue/Conta mination Residue/Contaminatio n 5.05 Subtotal 5.05 Proq ra m Recvclabl e Mat erial s 10.40 I Residue/Contamination s.o5 I TOTAL 23 .45 I 1. The tonnage figures have been rounded for purposes of reporting. 4.02% 13.00% 0.12% 26.63% 43.76% 6.42% 1.19% 1.48% 0.86% 0.00% 0.4 1% 0.43% 10.79% 18.96% 0.00% 18.96% 1.68% 1.89% 1.40% 4.97% 27 .53% 21.53% 78 .47 % 21.53% 100.00% 2. The material category percentages have been rou nded for purposes of reporting. The materia l group percentages are the sum of the rounded mate ri al category percentages. 3. Under current contract 3-mix glass and fine glass are not separated. For this example all glass is shown as 3-Mix. Wa ste Manag ement (Date) Adjusted Composition To ns1 I Perce ntaqe 2 0.00% 3.37 12.83% 0.00% 6.67 25.39% 10.04 38.22% 1.34 5.12% 0.34 1.28% 0.48 1.82% 0.42 1.60% 0.00% 0.19 0.72% 0.00% 2.77 10.54% 5.74 21.87% 0.00% 5.74 21.87% 0.56 2.12% 0.48 1.83% 0.26 1.00% 1.30 4.95 % 6.41 24.42% 6.4 1 24 .4 2% 19.85 I 75.58% 6.41 I 24 .42% 2s .2s 1 100.00% Wa ste Man age men t Waste Manag ement Ro lling Average of Previous Four (4) Audits (Date) (Date) (Dat e) Adjusted Compo sition Adju sted Co mp os ition Adjusted Com po sition Ton s1 I Perce ntaqe2 Ton s1 I Perce ntaqe2 Ton s1 I Percentaqe 2 0.13 0.46% 0.00 0.00% 0.27 1.04% 4.95 17.16% 4.52 17.88% 3.97 15.30% 0.31 1.06% 0.52 2.06% 0.21 0.82% 4.44 15.37% 3.2 1 12.67% 5.14 19.79% 9.83 34 .06% 8.25 32 .61 % 9.59 36 .95 % 1.43 4.97% 2.13 8.42% 1.60 6.17% 0.43 1.49% 0.34 1.33% 0.35 1.33% 0.38 1.31% 0.34 1.36% 0.39 1.49% 0.21 0.74% 0.29 1.16% 0.28 1.09% 0.00% 0.00% 0.00% 0.28 1.11% 0.14 0.54% 0.00% 0.03 0.11% 0.03 0.12% 2.4 6 8.51 % 3.41 13.48% 2.79 10.75% 6.22 21.55% 5.36 21.18% 5.44 20.95% 0.00% 0.00% 0.00% 6.22 21 .55% 5.36 21 .18% 5.44 20.95% 0.52 1.80% 0.42 1.66% 0.47 1.82% 0.41 1.43% 0.37 1.48% 0,43 1.65% 0.37 1.29% 0.27 1.05% 0.31 1.18% 1.31 4.52% 1.06 4.19 % 1.21 4.65 % 9.05 31 .37% 7.22 28 .54% 6.93 26.70% 9.05 31.37% 7.22 28.54% 6.93 26.70% 19.81 I 68 .63 % 10.01 I 71 .46 % 19.03 I 73.3 0% 9.os I 31 .37 % 1.22 I 28.54% 6.93 I 26 .70% 20.0s 1 100.00% 2s .29 I 100.00% 25 .96 I 100.00% Exhib it D - Page 9 of 9 EXHIBITE COMPANY PROPOSAL FOR RFP 022-203 COVER PAGE CFW AND WM -RECYCLING AND PROCESS I NG SER VICES AGREEMENT 34 Submitted by: WM Recycle America, L.L.C. September 15, 2022 COPY FORT WORTH .. ---..,.,-- Exhibit E -Page 1 of 149 FORT WORTH ® PURCHASING DIVISIO N REQUEST FOR PROPOSALS (RFP) fo r 22-0203 Recycling Process ing Services Issued : August 17, 2022 RFP Cover Sheet PROPOSAL SUBMISSION DEADLINE: September 15, 2022 by 1 :30PM Local Time NO LATE PROPOSALS WILL BE ACCEPTED Proeosal shall be dellverg51/mallei;! t2: Lega l Name, d/b/a and address of Proposer The Senior Purchasing Manager su bm itti ng the Proposal : City of Fort Worth WM Rec~c le America , L.L.C . Purchasing Division, Lower Level, City Hall , 800 Cap itol St., Houston , TX 77002 200 Texas Street, Fort Worth , Texas 76102 Stat e cf lacr:npocatioa; Delawar:e Note: Return this Cover Sheet with the Proposal. A uth ori zed Person : R ick Losa Pre-Proposal Conference will be held via WebEx: Title: Area Dire Gl or of Pu bli c Sector Solu ti ons Signature : -.i,:L ~--10:00 AM (local time) August 25, 2022 ,--- Meeting number (access code): 2559 604 7161 Co ntact Person Name : Stephen Kella r Meeting password : ZKi3rMMMV32 Pho ne: ( 817) 454-7504 Fax : ( ) Mobile Device -+1-469-210-7159,.25596047161## I Em aiL skell ar@w m.com Fo r add itional inform ation /clarificat ions rega rd in g Bidder/S upp li ed ID w it h C ity of Fort Wort/ Fede ral thi s RFP , please see Sect ion 4 .3.1 ID Number (T IN): 72154 1913 Ass igned Buye r: Crist in a Camari llo FMSPurchas ingRes1:1onses<@fortworthtexas .gov Will contract be available for Cooperative Agreement use? Yes __ No_L • PDF or Adobe or electronic signature is acceptable on th is RFP cover page. The Authorized Person , by his/her signature , represents that he/she is submitting a binding proposal and is authorized to bind . By signing and submitting, acknowledges that he/she has received and read the entire document packet, including all documents incorporated by reference, and agrees to be bound by the terms therein . • Proposals must be received in the Purchasing Office by 1 :30 P.M., "Proposal Submission Deadline" AND TIME STAMPED PRIOR TO THE 1:30 DEADLINE IN ORDER TO BE CO NSIDERED . Late bids will be returned or destroyed . • Proposals must be submitted in a sealed envelope WITH THE RFP NUMBER , RFP TITLE AND PROPOSER'S LEGAL NAME WRITTEN ON THE OUTSIDE OF THE ENVELOPE. In case of courier, it should be on the outside of the courier's shipping envelope. • Bids will be opened and read aloud publicly at 2:00PM in the Council Chambers . RFP No. 22-0203 Recycling Processing Services, Page 1 of 117 Exhibit E -Page 2 of 149 �� � � #r � f .; ' �� +� 1 F I �� ... ''' � � �} � I � � `� �� � � i �. � _� �� � �'� ' �"� ` `M1�` - -x���''��� � �� i'�w�l��� � _ - _ ' "_ �' - ._� } � � �� `.— ��1 {�_ f " � -x" f" i.,� �`� �� I .a�.�-:� ,� r ��'. ., rr�L.��, t � � - ' .v} l •�r _�-� .� � � �� � , '�w�. . ,��. ,� � � VII September 15 , 2022 City of Fort Worth Purchasing Division 200 Texas St. Fort Worth , Texas 76102 Attn: City of Fort Worth Recycling Processing Services Evaluation Committee Dear Committeepersons : PROPOSAL STATEMENTS This proposal is a firm offer for a 180-calendar day period from the Proposal Submission Deadline Date . The in formation contained in this Proposal or any part thereof, including exhibits , schedules , and other documents and instruments delivered or to be delivered to the City , are true, accurate , and complete to the Proposer's knowledge . This proposal in cludes all information necessary to ensure that the statements herein do not in whole or in part mislead the City as to any material facts. WM Recycle America , L.L.C . (WM or WMRA) is pleased to present this response to the City of Fort Worth in response to Request For Proposals 22-0203 for Recycling Processing Services. WM is proud of the partnership we have built with the City of Fort Worth as your provider for the collection of the City's trash and recyclables . Now, we look forward to expanding our partnership as your City 's complete provider of environmental services and as your sustainability leader to usher the City into the next generation of sustainability. To do so , WM is offering an exciting partnership that we believe will lead the City of Fort Worth on a path to greater sustainability -to The Future of Recycling in Fort Worth. WM hopes this proposal offers a glimpse into this future partnership , including the following aspects of our proposal that we believe truly differentiate ourselves from the competition . With WM as your partner, the City of Fort Worth will receive : A State-of-the-Art MRF Necessary for The Future of Recycling in Fort Worth WM is offering to construct an all-new State-of-th e-Art "SOTA" Ma t erial Recovery ~ Facility for the Ci t y of Fort Worth on 23 acres o f WM-owned land near the Fort W orth b._ St ockyards, j ust 2.5 miles north of downtown Fort Worth. With a new SO T A MRF, th e City will have th e most advanced sorting t echno logy on the market processing you r recyclab les -allowing WM to process 40 or more t ons of materials per hour, with room for expansion as your City con t inues t o grow. Also, the new MRF will have capabi lity to process film p lastic (pla st ic grocery bags) as a re cyclab le , as WM now has end markets for thi s material. WM will build a facility deserving for a sustainability leader like Fort Worth. A Partner Who will be Invested in Your Community ~ WM is proposing an expansive education and community outreach program with real resources to usher the Fort Worth community into the next generation of recycling. Fort Worth's new SO TA MRF will includ e a 1,500 SF Education Cen t e r w her e we will host community members to teach them how t o be better recyclers. The Education Cen t er will be complemented by our robust Recycle Right education program with a p lethora of ed u cat iona l materia ls, such as vid eos, flyers, and posters. And WM's personne l will also assis t the City in promoti ng recycling -hosting community events and communi t y outreach efforts. WM will make real investments -brick, mortar, and intangible -in Fort Worth's future. Printed on 100¼ Ncyded & rec:ydab• paper 1 Exh ibit E -Page 4 of 149 City o f Fort Wort h Request For Proposa ls 22-0203 -Recycling Processing Services A Partner Who Knows Your Needs and will Seamlessly Transfer -and Improve -Services WM knows Fort Worth -your staff , your community, and your needs. Our proposed SOT A MRF will take an estimated -18 months to construct, but WM believes our facility will be worth the wait. And t he City should rest assured that WM has the resources , including experienced personnel, to lead a seamless service transition. WM has the experience and resources for a worthwhile, yet seamless, transition. A Complete Partnership to Lead Fort Worth into the Future of Sustainability WM is the world 's leading provider of sustainability service s, and we back up that talk ~ with real action: over the next four years, WM plans to inves t more than $1.6 billion ~ to grow our recycling and renewable energy businesse s. And partnering with WM would bring all of the City of Fort Worth 's environmental serv ice s under one umbrel la with WM -streamlining operations, sustainability ef forts, communications, and de c ision-making. WM will be a tota l sustainability partner to usher in The Future of Recycling in Fort Worth . Regarding subcontractors , WM will not need to utilize any subcontractors and can self-perform all work. While WM hopes to be the City of Fort Worth 's processing partner fo r many years to come , WM is proposing an agreement for an initial partnership with a 10-year contract. We thank you for the opportunity to participate in your selection of a recyclables processing partner. Please do not hesitate to contact any of our team members with any questions regarding our proposal. Sincerely , Rick Losa Stephen Kellar Mi chael Lunow Area Director, Public Se ctor Solutions Public Sector Sales Representative Area Dire ct or, Recycling Operations (214) 626-8841 , rlosa@wm .com (817) 454 -7504 , skellar@wm .com (713) 647 -5451 , mlunow@wm .com WM Recycle America, L.L.C., 800 Capitol , Suite 3000 , Houston , TX 77002 PROPOSAL STATEMENT Th is document contains confident ial and prop ri etary information . Content or data ma rk ed as such should remain co nfidential. Printe d on 100¾ nt cycled & recyclable paper 2 Ex hibit E -Pag e 5 of 14 9 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services EVALUATION CRITERIA THE WM DIFFERENCE ~~NIMUM REQ'S CRITERIA ____ ___ _ _______ _ Ability to Acquire Letter of I WM's financial strength is a foundation for our commitment to serve our Credit and /o r Performance customers, perform our obligations, and protect the environment. We Bond have provided both a Letter of Credit and Surety Letter in Section 5. ------------- References WM has the experience and resources to take your recycling program to the next level. For references to attest to our abilities, see Section 5. EXPERIENCE/QUALIFICATIONS r Company His t ory I WM is the world's leading provider of sustainabilit y serv ices, and for more than 50 years we have been working for a better tomorrow with sustainability and environmental stewardship embedded in all we do. While we already know the City of Fort Worth community and your staff well, we have provided a company history in Section 2. ---------------- Performance History WM strives to be a long-term partner that our customers can trust. WM has provided references in Section 5, and we are happy to provide additional testimonies of our performance history if needed. Key Personnel Experience WM is a "Peopl e First " company, and our long-tenured team backs this and Quali f ications claim. Our proposed Key Personnel members in Section 8 have an average tenure of 17 years with WM. Collective ly, our proposed Operations personnel have more than 110 years of relevant experience . [PROPOSED_ APPROACH _ Method of Approach WM is offering the City of Fort Worth construction an all-new State-of- the-Art Ma t erial Re covery Facility on a 23-acre property owned by WM just 2.5 miles from downtown Fort Worth . For more, see Section 7. Transi t ion and WM is proposing a seamless transition built off years of experience Implementa t ion transitioning large volume customers to WM. For more, see Section 10. ---- Facilities and Equipment Fort Worth's new SOTA MRF will include a 100,000 SF processing l_ --- building utilizing the most advanced processing techno logy -capable of processing over 40 tons per hour if needed . For more, see Section 7. FINANCIAL/LITIGATION HISTORY -Financi~gation History I WM has no financial or leg~! c~nges. See sections 11, 12, and-13. I BUSINESS EQUITY - - -- ------ '-----~------------------------- Business Equity WM has a proven history with the City of Fort Worth of establishing EXCEPTIONS Printod on 100¾ partnerships with MWBE firms . For more information, see Section 22. Excep ti ons WM has customized a draft contract for the City of Fort Worth. For more details, see Section 20. Ncyded & recyclable paper 3 Exhibit E -Pag e 6 of 14 9 I C,t.y of faf War h I p 22--020'.:I J eq-cl r,g e:ss rig c. v 'ces Exhibit E -Page 7 of 149 "" Our Company History: Leading the Path to a More Sustainable Future WM is the world 's leading provider of sustainability services. For more than 50 years, we have been working for a better tomorrow with sustainability and environmental stewardship embedded in all we do. Over our century-plus history , we have partnered with countless customers to implement innovative programs and services that have shaped the solid waste and recycling industry in North America. Key highlights of our history include : WM Recycle America. LLC Is an 1nd1rect wholly owned subs1d1ary of Waste Management. Inc. . ' BORN OUT OF A DESIRE TO SERVE COMMUNITY 1968: The original Waste Management , Inc . begins operations , bringing together numerous solid waste compan ies , including some founded in the early 1890s . l ----l I . . I . i -.• A PIONEER FOR THE ENVIRONMENT 1980s: WM pioneers recycling programs in communities throughout North America . Curbside recycling services begin in many neighborhoods and WM begins to build robust collection , materials recovery , and materials marketing infrastructures to ensure that more of our waste finds second li fe. BREAKTHROUGH TECHNOLOGY 1990s: WM refines recycling processing facilities by introducing single-stream recycling that allows for the customer convenience of "all-in-one " cart-based recycling collection. REDUCING OUR CARBON FOOTPRINT 2007: WM begins transitioning to collection vehicles that run on cleaner fuels , setting a goal to reduce fleet emissions by 15% by 2020 . The goal is achieved in just four years and by 2018 we reduced fleet emissions 30% with the largest heavy-duty natural gas truck fleet in North America. CLOSING THE LOOP 2009: Our first renewable energy facility opens at our Altamont , CA Landfill , giving WM technology to produce renewable natural gas (RNG) that can be used as transportation fuel from biogas, a gaseous product from the decomposition of organic matter at our landfills . Today , WM has 5 RNG production facilities and nearly a third of our natural gas fleet runs on RNG fuel. THE CROWN JEWEL OF SUSTAINABLE SPORT 2010: WM begins sponsorship of the Phoenix Open golf tournament. The WM Phoenix Open (WMPO) soon evolves into the premier showcase for environmental best practices and innovation in sustainable sport. The WMPO annually achieves Zero Waste status beginning in 2012 and has earned the nickname "The Greenest Show on Grass ." Printed on 10 O¾ ,.cycled & recydab~ paper 4 Exhibit E -Page 8 of 149 City of Fort Worth Request For Proposals 22 -0203 -Recycling Processing Services EDUCATING TO RECYCLE RIGHT 2013: The industry 's first comprehensive , turn-key recycl ing educa ti on campaign is launched . Recycle Right promotes recycl ing by simplifying guidelines and providing resources for recycling today , from the latest technologies to tools that inspire others to recycle . With Recycle Right , everyone is empowered to become a recycling ambassador . THE WORLD OF RECYCLING CHANGES RECYCLE RIGHT 2017: China, which had been the world 's largest market for mi xed paper and plastics , sets aggress ive environmental goals that culminate with a plan to elimi nate imports of all post-consumer recyclables by 2021 . In response , WM works to rebalance commodity values by deve loping markets here in North America . AIMING HIGHER 2018: WM sets an ambitious new goal to offset four times the greenhouse gas emissions we generate through our operations by 2038 . The amb ition is supported by two addit ional goals : reducing fleet emissions by 40 % through renewable fuel use in our growing fleet of natural gas vehicles and collect ing two mill ion more tons of recycled materials by 2038 . EXPORTING RESPONSIBLY 2019: Responding to the issue of plast ic waste in the environment , includ ing marine debris , WM declares that no plastics collected on our residential routes will be sent outside North America , where countries may not be well- equ ipped to properly handle the materials. Send ing plastic to such markets increases the likel ihood of more plastics entering rivers , waterways , and oceans . INVESTING IN THE FUTURE OF RECYCLING 2020: WM opens the "Material Recovery Facility of the Future " -a next generation recycling facility with cutting edge recyclables process ing technologies , including optical sorters , advanced screening, and robotics . The new MRF design maximizes outbound quality of recyclable mater ials while minim izing operat ing expenses -helping to create more sustainable recycling programs -and serves as the framework for future MRF investments over the next five years. MORE THAN A WASTE MANAGEMENT COMPANY 2022: Because our business offerings go beyond just managing waste , "Waste Management" re-brands to become "WM ." Today , as WM , we are changing waste collection , creating alternative fuels , and forging a more sustainable tomorrow for all of us . TODAY, AND BEYOND While this is our story , it is not the end. WM is writing new chapters every day in pursuit of so lutions to global issues , while always providing the most consistent service in the industry . Printe d on 100¾ ntcycled & recyclabla paper 5 Exhibit E -Page 9 of 14 9 I � ������ -������������ �RTa�. : �il� of Fort �;��.�-1?��3: � �Gjt�li� �?ibces�i.r�,�t!ri�G�� ���� �Y " Who We Are and What We Do At WM , we place our customers at the center of what we do every day. We are a team of 48 ,500 employees motivated by a desire to go above and beyond for our nearly 20 million municipal, commercial , industrial , and residential entities throughout North America for whom we provide a range of environmental solutions , including collection , recycling , disposal , and renewable energy production . To serve our d iverse customer base , we have developed the industry's largest network of collection operations, transfer stations , and recycling and disposal facilities. Unmatched in geographical reach and ability, our network enables us to manage every aspect of our WM is making commitments to grow its recycling business, with recycling playing an integral role in our growth strategy. In 2022, we plan to invest more than $200 million in recycling infrastructure and equipment. customers ' waste streams. But , our broad geograph ical coverage and depth of experience allow us to do so much more. With our team of in-house environmental experts , we assist customers with customized sustainability plans . As North America 's leading post-consumer recycler, we navigate a complex international commodity market to safeguard the long-term viability of our customers ' recycling programs . For many customers , the authenticity of who we are and the depth of what we do make us more than just a service provider. We strive to be a long-term partner that our customers can trust by do ing things the right way , every day. WM At-a-Glance People 48,500 team members Operations 255 solid waste landfills Recycling Facilities 52 single-stream recycling facilities 30 commercial facilities 12 bale/transfer/buy-back/ dedicated customer processing facilities 42 organics facilities 4 CORe® organics processing facilities Printe d on 100'¼ ,-cycled & reqclable paper 5 haz waste landfills Energy 507 hauling facilities 10,388 alternative fuel vehicles 144 landfill gas-to-energy facilities 102 landfill gas-to- electricity facilities 26 landfill gas-to-fuel facilities 340 transfer facilities $29.18 asset base Community Vitality $14.2M in charitable giving $1.2M in-kind services donated 860 community events hosted and/or participated in by WM 57,565 people participated in WM-hosted education and community betterment activities 6 Exhibit E -Page 11 of 14 9 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services Recycling Experience and Capabilities: We are Growing Recycling Recycling is a growing and dynamic movement -what material is in demand , how it is collected , processed , and where a market exists is continuously evolving. As North America 's largest residential recycler our focus is on running a recycling operation that is able to constantly adapt, advance , and be sustained for future generations. We can only accomplish this by being an active contributor to our industry, working together with key stakeholders like Fort Worth, and leading the types of changes we believe are essential for current and future recycling growth and viability. 2021 Recycling Performance (in tons) 7,780,337 3,919,198 884,281 paper mi xed organics fly ash 516,717 1,226,043 3,567 plastic C&D /wood e-waste /lamp s/ batte ri es WM Material Recovery Facilities • • 0 0 • b • • ",. II, Printed on 100'¼ reeyded & recydab'9 paper 584,756 gla ss 5,105 other 417,452 metal 15,337,456 total recycled materials 7 Exhib it E -Page 12 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services UV WM's Unprecedented Investments in Recycling Infrastructure Since the late 1990s, we have gained invaluable experience encompassing design , construction , operation, and maintenance of source separated recycling facilities , single stream operations , fiber-only plants , and commingled containers-only processing plants . Nationally , our network encompasses 145 recycling facilities , including 52 single-stream recycling MRFs. Our next generation investments in recycling include adding/replacing eight new single stream MRFs (17% of our facilities) and upgrading 23 MRF facilities (49 % of our facilities). Combined , we are investing in 31 of our facilities (66 % of our SS facilities) that process 84 % of recycling tonnage handled at our MRFs . These new and improved facilities boost recycling efficiency and quality . Each facility will be highly automated based on the typical material composition in that market , expected volumes and the types of recycled materials we plan to sell there. Forging New Processing Technologies WM operations experts and engineers have collaborated with American and international experts in material separation , image recognition technology , advanced screen technology , high speed baling technology , and other separating and cleaning techniques to continuously improve the efficiency and processing capabilities of our MRFs. In total , WM facilities handle upwards of 15 million tons of recyclables in a single year. Here are a few of the cutting-edge technologies at work at many of our MRFs across the country: Optical Sorters Opt ic al sorters analyze materials moving along a conveyor belt , then use a stream of air to remove recyclable items at a rate of up to 600 pieces per minute . ~ Volumetric Scanners Volumetric scanners eva luate how much material is distributed throughout a facility and adjust to preven t a system from being overloaded. Printe d on 100¾ recyc le d & recyc la ble paper Robotics Robotics provide qual ity control , picking out additional materials that op tical sorters may miss . Cameras Cameras identify contamination as soon as mater ials land on a MRF 's tipp ing floor , allowing us to quickly not ify customers of any issues and remove the offending materials . Intelligent Sorting Intelligent sort ing enables communication between all pieces of equipment in a MRF , wh ich he lps improve mater ial quality and elim inate downtime . Fire Suppression Technology Fire suppress ion techno logy detects fire or smoke that results from flammable materials that sometimes enter the recycling strea m and , if needed , deploys a foam cannon to put out flames . 8 Ex hibi t E -Page 13 of 14 9 2 2 2 2 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services I FORTWORTH . .~ Developing Recycling Infrastructure Houston, Texas The Westside Material Recovery Facility (MRF) was acquired by WM in 2013 and in 2022 the facility was retrofitted with a state-of-the-art automated sorting system . This new system combines the latest processing technology with WM 's proprietary design to produce high-quality recyclable material that can meet the ever-increasing demands of end markets . The facility accepts single stream recyclable materials generated by and collected from resident ial and commercial customers throughout the greater Houston area. At full capacity , the facility can process up to 12,000 tons per month . Salt Lake City, Utah WM 's Salt Lake City MRF was completed in 2020 and designed for maximum efficiency , it includes equipment with advanced automation capabilities , sorting optics , innovative film screens , and ballistic 30 motion separators. Chicago, Illinois The "MRF of the Future ," completed in 2019 , is designed to process almost 250 ,000 tons of recyclables per year and has become a blueprint for other state-of-the-art facilities . The facility 's design includes advanced screening technology and integrated opt ical sorters that meet the needs of today 's recycling stream . Morrisville, North Carolina This recycling facility , completed in December 2020 , is designed to process residential and commercial recyclables , producing high-quality outbound bales of feedstock . The $11 M facility can process 80 ,000 tons of recyclables/year . San Leandro, California WM has invested in a revolutionary back-end solution for extracting recyclables and organics from res idual waste at the Davis Street Recovery Facility. The facility can process 300 ,000 tons of waste each year. Sun Valley, California WM 's Sun Valley Recycling Center opened in 2020 and has capacity to handle each of WM 's major waste streams . Five hundred tons of recyclables can be sorted per day by the facility 's advanced sorting equipment. Printed on 100¾ r.tcycled & recyclable paper 9 Exhibit E -Page 14 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services What is WM Doing to Help Keep Recycling Programs Sustainable? Commitment to Post-Consumer Content WM is the only company in the waste industry to sign on to the Association of Plastic Recyclers Demand Champion Program . Demand Champions commit to drive use of post-consumer recycled content in durable goods , such as waste carts , in an effort to expand the market for mixed residential plastics , thereby boosting recycling programs. Investing in the Future Now Over three decades we have invested more than $1 billion in recyclables processing infrastructure alone , including more than $220 million over the past two years in capital investments in our Material Recovery Facilities (MRFs). By 2023 , 93 percent of all single stream recycled materials will be processed in new or upgraded MRFs with cutting edge recyclables processing technologies that maximize outbound quality of recyclable materials while minimizing operating expenses . Educating Our Communities WM has made a significant investment in our Recycle Right cl education program , which provides tailored tools for everyone from residents to businesses to educators as well as our government agencies on how to Recycle Right. Our investments in Recycle Right have helped reduce contamination by 30% over the past year. WE ARE GROWING RECYCLING Limiting Plastic Exports Nearly 80 percent of (9 paper and plastic recyclables WM collects are sold to domestic markets for processing and no plastics collected on our routes and processed at our single stream MRFs are sent outside North America . This limits export of plastics to countries that are not well-equipped to properly handle the materials. Sending plastic to such markets increases the likelihood of more plastics entering rivers, waterways, and oceans . Printed on 100¾ 11tcycled & recyclable p.aper Partnerships to Forge the Path Ahead WM 's recycling partnerships help educate legislators , regulators , and the public on ways public policy can maximize the environmental benefits of recycling. Key partnerships include The Recycling Partnership, a nonprofit organization that works with government entities to implement effective programs; Keep America Beautiful, which works with local communities to help teach the fundamentals of recycling ; and industry assoc iations such as the National Waste and Recycling Association. These partnerships are important means to the sustainability of recycling over the long term. A Better Solution for Organics One-third of food tf goes uneaten across the globe and wasted food can add billions of tons of GHG emissions to the atmosphere. WM continues to utilize new technologies to extract economic and environmental value from these organic materials. In 2018 , we processed more than 3.3 million tons of source- separated organic materials , including food waste and yard trimmings, which goes to fac ilities that create renewable energy or marketable compost and soil amendment products . 10 Exhibit E -Page 15 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services Local Recycling Capabilities Backed by Regional, National Resources Locally in our TexOma Ma rket Area , WM has a long history of proudly providing recycling programs . Across our eight recycling facilities, we managed more than 428 ,000 tons of recyclables, including 190,000 tons of cardboard , 66 ,000 tons of paper , and 18 ,000 tons of plastic in 2021 . In collaboration with our customers , we have made great strides in the quality and quantity of material we process. Key to this effort was upgrading our Westside MRF in Houston , TX in 2022 . This MRF now features the latest high - tech equipment, which streamlines our operation to capture more recyclable materials . The Westside M RF enhancements are part of WM 's company-wide efforts to grow the sustainability-focused services we provide and help our customers meet their sustainability goals while seeking innovative solutions to help our organization thrive. Printed on 100¾ recyc le d & recy clable paper WM Lm:afons WM T EXOMA • 2,522 employees • 1. 75 million customers served • 428,000 tons of recyclables managed • 8 recycling fac il ities 11 Exhibit E -Page 16 of 149 4 CUy af c WM h I F 22-0203 I i!!C'(Cl°O{I r>toc~sslrtg 5 • ES Exhibit E -Page 17 of 149 FORM 2: STATEMENT OF ORGANIZATION Proposer Name: WM Recycle America, L.L.C. Full Name of Business : WM Recycle America, L.L.C. Type of Corporate Entity: Corporation ----------------------- Tax ID: 721541913 ----------------------- Pr inc i pa I Business Address: 800 Capitol St., Suite 3000 Local Bus iness Address: (if available) Houston , TX 77002 Contact Name : Stephen Kellar Title: Publi c Sector Sa les Repr esen tative Telephone Number: 817-454-7504 Email Address : skellar@wm.com Authorized Representative(s) Provide the names and email of authorized representative(s) of the Proposer who has legal authority to bind the Proposer in contractual obligations: (A ) Rick Losa , rlosa@wm.com (B) (C) RFP No. 22-02 03 Recycl in g Pr oces sing Se rvices, Page 73 of 117 Ex hib it E -Page 18 of 149 8 Swiss Re Corporate So l'ut lons ' , on Lo L el, ity H ti ,. ftl nm ~ iUi -to time are r re al lti 11! A luiio P ' •l!I\li I lu~d raLion. Res y rn to l00 % olu ti ns • rncri , I ru;ur TI d .oi1 t ir un rwrh in f 1h • • i)r fun.he • pk r,01 h 'tali I u ss :rat uti a. ce orpora 'i in J ... I uli n!l, mwi.c ln:illriuar;;c: orp rat" J1 • ----:'-. .. .. . . -~· : E ,d>p • ,. ;;;; ci::: Otlftfl c C ul fti:ld. Vi-c _ Preliidcnc S •, ,'.ff Exhibit E -Page 20 of 149 WIS R£CORPOAA , SOL 'O • SWJ~!R". 1R. S~1~R 00 f31:J'OII.T iu rnio j ta: ',fCI: !lffll)IJ.J.t tUIImlll}' l t Ill! FURTUIEK. II.ES J. 'I/ID ey ~ cut rd Jrti..li ·!b.cmo biruai 1.1po11 lh~Clil~l."-n 22 ......., ' - S, • V]i,c WIC;. ~]y olliOl!'nl of wl ~ will 11.an:iDr =::.;:-.-=;-:;-...-lhG .,eomctmpy '_ .:, "Oii,J! -'e'a!t :l' •. d~1ing 111'5, •• &Kil~~ ~, •• _. Jibe • '1l! aey • r:hc :1J11}.l,lm COl'll(l;lat· i'a :a;· BM iHs. .....,,,.,...... WX" la zjJy ~ PffW-lr 11.r ID ~ • llCM!lllle gal iiilmll ·sur ;ilu; -~;:'j=~~ii;;~;;;Ki:i~;-;;;:,;;;;;~;,,1iiiiy0nc ~ {liipfftaliu■ Exhibit E -Pag e 21 of 149 September 1, 2022 City of Fort Worth 200 Texas Street Fort Worth, TX 76102 RE-22-0203 Recycling Processing Services ,..,._ BANiK OF AM ERIICA ..,...~ WM Recycle America, LLC has asked us to provide you with a letter which addresses the Company's financial capability . Bank of America, N.A. has had the pleasure of doing business with Waste Management Inc. and its subsidiaries for over 20 years. Not only do we enjoy a comprehensive treasury management relationship, but we also have a very significant credit relationship . We are the Administrative Agent for, and a participant in, the company's five-year $3 .50 billion Revolving Credit Facility, of which approximately $3.3 billion is available, as of this date, to be utilized for direct borrowings and the issuance of letters of credit, subject to certain conditions, to support general corporate purposes, contracts, and agreements. The facility has been handled as agreed. Waste Management, Inc. has adequate financial resources and all of their accounts are in good standing . Should you have additional questions about our relationship with Waste Management, please do not hesitate to contact me by phone at: 312-992-3882 or by email at: michael.contreras@bofa.com . Please note that the information set forth in this letter is subject to change without notice , and is provided in strict confidence, without any responsibility or liability on the part of Bank of America, N.A. Bank of America, N.A. undertakes no responsibility to update the information set forth in this letter. Very truly yours, BANK OF AMERICA, N.A. Michael Contreras Director Corporate Credit Risk Global Corporate & Investment Bank Exhibit E -Page 22 of 149 E xhibit A -Forms FORM 1: Minimum Qualifications and Experience Form Form 1.1 -Recycling Processing Services References Proposers shall furnish the following information for which the Proposer has provided processing services for Program Recyclable Materials for customers that require processing of the minimum of 30 ,000 tons per year for at least three (3) unique reference Material Recovery Facilities . One (1) of the projects should represent the largest Material Recovery Facility (in terms of tons per hour processing capacity) that the Proposer has built and/or operated as described in Section 10.5(2). Proposers may copy this form and submit as many as applicable. Proposer 's Name WM Recycle America, L.L.C. 1. Customer Name City of Philadelphia Name of Contact Mr. Scott McGrath Title of Contact Director, Environmental Planning Present Address 1401 John F. Kennedy Blvd. City , State , Zip Code Philadelphia, PA 19102-1676 Telephone Number ( 215 ) 686-5095 Email Address 2 . Customer Name The Woodlands Name of Contact John Geiger Title of Contact Environmental Services Director Present Address 8203 Millennium Forest Drive City , State , Zip Code The Woodlands Texas 77381 Telephone Number ( 281 ) 210-3926 Ema il Address jgeiger@thewoodlandstownship-tx.gov 3. Customer Name Oklahoma City Water Utilities Trust Name of Contact Jim Linn Title of Contact Solid Waste Division Manager Present Address 11501 N. Portland Ave. City , State , Zip Code OCK, Ok 73120 Telephone Number ( 405 ) 297-2249 (405) 409-2939 (cell) Email Address Jim.Linn@okc.gov RFP No . 22-0203 Recycling Process ing Services , Page 71 of 117 Exhibit E -Page 23 of 149 Form 1.2 -Recycling Processing Services References (continued) Propose rs may copy this form and submit as many as applicable based on the references provided in Fo rm 1.1 Expe ri ence Information : Name of Custome r: Multiple municipal customers Name of Facility Hodgkins MRF of the Future Location of Facility : Hodgkins, IL Facility Contact Name : John Falconer Title : Plant Manager Facility Telephone Numbe r: (309) 210-6719 Email Address : jfalcon1@wm.com Experience Overview: Dates of Service : Contract End Date : Number of Customer Tons Processed pe r Year : Total Facility Annual Tons Processed per Year: Fac ility Throughput (Tons per Hour) Material Types Accepted : Additional Exoerience/Proiect Descriotion : Constructed in 2019 -to present WM has multip le contracts fo r proce ss ing residentia l rec yclab les at this MRF . 230,000 230,000 66 Mi xed paper, OCC , mi xed gla ss, #2 HOP E, #1 PET , stee l, UB C, plastics #3 -7 See Section 10.5(2) for further description of information to provide . Blank sheets with continued additional experience/project descriptions , drawings or photos may be included as attachments to this Form . N/A RFP No . 22 -0203 Recycli ng Processi ng Services, Page 72 of 11 7 Exhibit E -Page 24 of 149 I I City of Fo rt Worll, I 22 J203 I ec c n':) Proces.slng Ser tc s T I follTWOR I ~ Exhibit E -Page 25 of 149 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Th is qu estionn aire reflects changes made to the law by H.B. 23 , 84th Leg ., Regular Session. T his questionnaire is being filed in accordance wi th Chapter 176, Loca l Government Code, by a vendor who has a business relationship as defined by Section 176 .001 (1-a) with a loca l governmental entity and the vendor meets requirements unde r Sect ion 176.006(a). By law this question nai re must be filed with the records adm inistrato r of th e loca l governmenta l en tity not later than the 7th business day after the date the vendor becomes aware of facts that require the statemen t to be fi led. See Sectio n 176 .006(a-1 ), Local Government Code. A ven dor commits an offense if th e ve ndor knowing ly vio lates Sec ti on 176.006, Loca l Governmen t Code. An offense under th is sec ti on is a m isdemeanor. l.!J Name of vendor who has a business relationship with local governmental entity. NIA FORM CIQ OFFICE USE ONLY Date Rece ived ~ □ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you fil e an updated com p leted qu es tion naire w ith t he app ropr iate f ilin g au t ho ri ty no t late r t han th e 7t h bu siness day afte r th e date on w hic h you bec am e aware t hat th e ori g in ally filed qu est ionnaire was in complete or inacc urat e.) ~ Name of local government officer about whom the information is being disclosed. NIA Name of Offi ce r l1,J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and 8 for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is t he lo ca l governm ent offic er or a family membe r of the officer rece ivin g or like ly to recei ve tax abl e in come , oth er than investment incom e , from the ve nd or? D ves □No B. Is t he vendo r rece ivin g or likel y to rece ive tax abl e incom e , ot her tha n inve st men t incom e, fro m or at t he direct ion of t he lo cal governmen t offi cer or a fam il y member of th e officer AND the ta xable in com e is not re cei ved from the local gove rn me ntal ent it y ? Dves □No ~ Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. NIA □ 2J Ch eck thi s box if th e vendor has gi ven t he lo cal government off ic er or a famil y member of th e officer one or more gifts as desc ri be d in Sect ion 176.003 (a)(2)(B), ex cludin g gi fts des crib ed in Sec t ion 176.003 (a -1 ). NIA Signature of ven dor doing business w ith the governmenta l en tit y Date Form p rov ided by Texas Et hics Comm ission ww w .e th ics .st at e .t x.us CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes .legis.state.tx .us / Docs /LG /htm /LG.176.htm . For easy reference , below are some of the sections cited on this form . Local Government Code§ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties . The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal , state , or local governmental entity or an agency of a federal , state , or local governmental entity ; (8) a transaction conducted at a price and subject to terms available to the public ; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to , that agency. Local Government Code§ 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: *** (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income , that exceeds $2 ,500 during the 12 -month period preced i ng the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed ; or (ii) the local governmental entity is considering entering into a contract with the vendor ; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month pe riod preceding the date the officer becomes aware that: (i) a contract between the local governmental en tity and vendor has been executed ; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code§ 176.00G(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1 ); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of : (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (8) submits to the local governmental entity an application , response to a request for proposals or bids , correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Te xa s Eth ics Commission www .e thics .st at e .t x .u s ����� `� � .J �� � � �� .� -- ,_�v - � � �� - '� �� �� . ��,�� �,,��� _ . - � �' _'�' .��, --.�� �� � � _ . 5"�F�� � � F�.- T � ti� _ # '� � ;� � � � ., L _�� ��' . _r� � � "`�'� � _��, � �- -� �� �. � ��� T, � `. �'*��„� �-��� � r . - -�`w�, {� � � -.��- _-Yr:;s_ ��� � � � �. � �_. �� � �� ' r '7±F� � � ��' ��� � �k. • � �� �;. � -v - - � `� _�� �. �. �� � � � � ��� � FACILITY LOCATION AND SITE DETAILS WM is offering the City of Fort Worth a proposal to construct an all-new State-of-the-Art "SOTA" Material Recovery Facility (MRF) on a 23 -acre property owned by WM at 1100 NE 23rd St., just southeast of the Fort Worth Stockyards along the north side of the West Fork of the Trinity River. This property is ideally and centrally located for the City of Fort Worth with easy and convenient access to collection trucks . WM proposes renovating and expanding the existing building , where WM previously operated a MRF , on the site. During the estimated construction timeframe (~18 months) of the Fort Worth SOTA MRF, WM will temporarily handle recyclables processing for the City at our nearby WM Arlington MRF , 1923 Meridian St., Arlington , which is more than able and ready to accommodate your City 's recyclable materials . Property Zoning WM will adhere to all City of Fort Worth zoning and permitting requirements. Of note , the Fort Worth site where we are proposing to construct the new MRF previously housed an operational MRF . The Fort Worth MRF site/property as well as our Arlington MRF site/property are both owned and operated by WM. WM has verified zoning and permitting requirements for the Fort Worth site , and if the City elects to move forward with this new partnership , WM will secure necessary construction permits. Printe d on 100¾ recyded & recyclable pa per Next Gen Processing Capabilities Utilizing the latest sorting and processing technology on the market, WM 's proposed Fort Worth SOTA MRF can process in upwards of 40 tons of recyclables per hour. And the system is designed to be easily upgraded and expanded, should the need ever arise . For more on the facility 's processing capabilities see Page 15. 12 Exhi bit E -Page 29 of 14 9 City of Fort Worth Request For Proposals 22 -0203 -Recycling Processing Services w Site Plan The new Fort Worth SOTA MRF site plan will be based on the highly successful model of WM 's recently constructed Westside SOTA MRF in Houston . WM estimates an ~18-month construction period for this advanced facility . During this period , WM would process the City of Fort Worth 's residential recyclable materials at our existing MRF in Arlington . The Arlington MRF has previously demonstrated the capability of processing the City 's volumes as it served the City for more than 15 years under a previous contract with WM. Utilizing this MRF would enable WM to proceed with construction at our Fort Worth site uninterrupted -leading to a faster , smoother construction process , as upgrading an existing facility while also trying to process materials can be cumbersome and cause processing delays. WM is proposing a seamless transition from your existing provider - a transition plan detailed later in this proposal that has been built off years of experience both transitioning large-scale volume customers to WM in addition to transitioning to a newly constructed MRF. Delivery Facility Building The proposed new SOTA WM Fort Worth MRF is currently being designed . Due to the quick turnaround time of this RFP response , WM is unable to share full details on the proposed facility, however, we can share the preliminary building and processing system design. WM is proposing a 100 ,000-square-foot processing building and a 6 ,000-square-foot office area that includes a 1,500-square-foot education center. Following are renderings of the proposed system layout based on the highly successful system that was recently constructed in Houston with significant upgrades to further improve and advance recycling technology . The 23-acre site offers ample space for the SOTA MRF . Surveys and design iterations are ongoing to determine placement of offices , maintenance shops , parking , scales , and other ancillary functions associated with the main 100 ,000-square-foot processing building . The final design is currently being evaluated and commissioned. For a preliminary render i ng of the Fort Worth SOTA MRF, see the following page. Printed on 100¾ rwcycled & recyclable paper 13 Exhib it E -Page 30 of 14 9 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services CONFIDENTIAL This page contains proprietary information and should remain confidential. Printed on 100¼ ,.cycled & recyclable-p.iper 14 Exhibit E -Page 31 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services VII FACILITY PROCESS AND CAPACITY Program Recyclable Materials Both the Arlington MRF and future Fort Worth SOTA MRF will accept all the items listed in Section 8 .2.5 of the City 's RFP (Program Recyclable Materials). Additionally , WM is adding a proprietary film plastic (e.g. grocery bag) capture system in future SOTA MRFs , and is investing heavily to build connections with end markets for this material. Our systems are capable of sorting these materials out of a mixed stream , and all marketable materials will be separated into their end market commodities. Our state-of-the-art system will also be capable of accepting additional materials , includ ing plastic bags. Additionally , WM plans on installing a public drop-off center at the Fort Worth SOTA MRF , which will be capable of accepting both source-separated items that residents and business choose to bring directly to the MRF , as well as items that cannot go through the system , such as bulky metals , large plastics , toys , etc. WM has options and partners for recycling "events " for other items , including electronics, batteries , and textiles. While these items are hazardous and/or cannot go through the single stream system , as North America 's largest recycler we have alternative programs for many materials that are not acceptable in the curbside program. Capacity Current capacity at the Arl ington MRF is approximately 8 ,000 to 10 ,000 tons per month , depending on staffing levels and system throughput. The system is capable of being run between 25 to 35 tons per hour, depending on material quality, which will allow for the processing of the City 's volume without any issue . The planned capacity of the new Fort Worth SOTA MRF is 12 ,000 tons or mo re per month , which will be more than enough for the City's volume, including accounting for your City's growth . The system will have a designed throughput of 40 tons per hour or more depending on material composition and quality. The system is designed to be easily upgraded and expanded , should the need arise , and will be a further iteration and advancement of the recently completed SOTA MRF in Houston , which is easily running 40 tons per hour without issue . At our Arlington MRF , where the City's material will be processed until the new Fort Worth SOT A M RF can be built , we have historically demonstrated the capability to process this material for over 10 years. Currently, the Arlington MRF utilizes less than half of its current capacity from when it previously processed the City's material very successfully and without having to store unprocessed material outside or any other processing/capacity issues. The future Fort Worth SOTA MRF will have even more capacity than the Arlington MRF. Additionally , since the future Fort Worth SOTA MRF is a further improvement to the recently completed Houston SOTA MRF , we have demonstrated that this design will be more than capable of processing at 40 tons per hour or more and handle the City 's volumes with no issues. Printed on 100¾ re cycled & recyclab~ paper 15 Exhi bit E -Pag e 32 of 149 City of Fort Wort h Request For Proposals 22-0203 -Recycling Processing Services Vil Currently , the Arlington MRF only utilizes one sh ift and is no t runn ing the system at its maximum throughput. For processing the City 's material , the A rlington MRF will expand and add a second shift, and will run the system at its higher throughput , as it has done historically without any issue. Once the new Fort Worth SOTA MRF is complete , the facility will likely still run with two shifts. Howeve r, based on the fact that the recently completed Houston SOTA MRF can eas ily run at 40 tons per hour or more , this further iteration of the SOT A des ign will have the f lexibility to adjust shifts , as it w ill be capable of processing more than double the City's cu rrent volume to ensure no issues or capacity limitations are met as the C ity 's program grows . Processing Equipment The current Arlington MRF is well known to the City of Fort Worth and was originally built by BollegraafNan Dyk in 2009 . However, since that time WM has made substantial improvements and upgrades , including an entirely new front end of the system , two-ram baler , and eddy current. Additionally , WM has done full rebuilds of Plastic Bags = Now Recyclable with WM WM is add ing a proprietary film plastic (e.g. grocery bag) capture system in future SOTA MR Fs, and is investing heavily to bu ild connections wi th end markets for th is material. We look forward to sharing more on this at a later stage . equipment at the site including the fiber baler and several chain conveyo rs. We are also planning on replacing the glass cleanup system in the short term as well , in accordance w ith our philosophy of continuous improvement and producing the highest quality of marketable recyclables possible. Due to the turnaround timeframe of the RFP , the new Fort Worth SOTA MRF is still currently being designed . However, at this time it is known that it will be a further iteration of the Houston SOTA MRF , which was purchased from Van Dyk/Bollegraaf and completed in Summer 2022 . However, certain components of this SOTA system we re purchased from other vendors and integrated into the design , as WM has developed a prop rietary design for its state-of-the-art MRFs that exceeds anything cur rently available from a single vendor. Further details can be provided to the City upon request , but a detailed listing of equipment is proprietary and co nfidential and not available for a public bid . What can be shared at this time is that WM will be using the most advanced optical sorters on t.he market, including additional options for the optical sorters to ident ify plastics not traditionally captured. Additionally , these optical sorters w ill be modified to not only be more accurate , but also increase each unit's capacity by 50 % or more . The configuration of t hese optical sorters , in addition to the layout of a few screens , allows us to process 40 tons per hour without any issues , and over 40 tons per hour if needed . The design will also allow us to further expand capacity in the future if needed with little or no downtime. Where municipal volumes are currently in excess of 12 ,000 tons per month , WM is currently working on designs to increase SOTA MRF capacit ies up to 60 tons per hour. As these designs and knowledge are proprietary to WM , this information and technology will be available to the Fort Worth SOTA MRF if the additional capacity is required in the futu re. Printed on 100% nicycled & recyclable paper 16 Exhibi t E -Pa ge 33 of 14 9 City of Fort W o rth Request For Proposals 22-0203 -Recycling Process i ng Se r vices Beyond capacity enhancements, this system is also capable of re -programming and re- balancing due to changes in the composition of the City 's material. WM has seen dramatic changes in the past 10 years in the composition of Residential Single Stream , and is "future proofing " our proprietary SOTA MRF designs to handle future changes in Residential Single Stream. Tipping Area The current Arlington MRF has a very large 22 -foot-high door and can allow two trucks to tip simultaneously . There is also anothe r tip floor area at the Arlington MRF if needed to ensure that trucks are always able to tip indoors . This configuration worked very well when the City 's volumes were processed at this MRF previously. As the material is currently hauled by WM , we are very well synchronized to ensure very quick turnaround t imes for inbound vehicles. While the building for the future Fort Worth MRF is currently under design , we are using a targeted building height of 40 feet. Based on our current building in Fort Worth that we will significantly expand , we are expecting to have at least three tip floor doors with at least 29 feet of clearance. The tot al tip floor area is expected to be approximately 20 ,000 square feet. Final push wall locations have not been designed , so the exact volume of program recyclable material that can be stored is not known at this time , although it is anticipated to be in excess of 500 tons. Regardless , WM takes a different approach than most companies with regard to tipping floor storage space. We have operated MRFs with as much as 1,400 tons of tip floor space and as little as 300 tons . We do not feel that is it most important to maximize the amount of unprocessed material that can be stored. Whether a large tip floor is full or empty is less to do with size , and more to do with system capacity and uptime. We currently design tip floors to be adequately sized for at least a day 's worth of material , and spend more of our effort, time , and money designing systems and implementing processes that ensure our SOTA systems have several redundancy factors built-in and maximizing system uptime. Our current MRFs in Texas average over 95 % uptime , and we expect to exceed this in our SOTA MRFs based on early results. In fact , we routinely accept and process material from our partners in Texas and Oklahoma during their scheduled and unscheduled downtime events. We have a large network of MRFs in Texas and Oklahoma that can process material , such that even during an emergency or force majeure event, we are always able to tip unprocessed material inside. We believe that being better processors is more important than building bigger tip floors to handle unprocessed material , and that tipping of unprocessed material should always be done inside to preserve material quality and maximize the amount of recyclables that can be recovered from the Program Recyclable Material stream . WM very closely monitors and tracks truck turnaround time . We operate the largest fleet of waste and recycl ing vehicles in North America and are self-incentivized to move trucks in and out as quickly as possible. We also believe in maintaining the safest tipping floors in the industry , focusing on guiding trucks to dump safely and quickly, while observing the material for any quality issues . To this end , our inbound material tipp ing and grading program allows two Printed on 100¼ recycled & recyclable paper 17 Exhi bit E -Page 34 of 14 9 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services trucks to safely tip simultaneously , and then quickly moves them to a separate area for cleanout , such that turnaround time is minimized. Our data shows that this is faster than having more than two trucks tipping and cleaning on the tip floor at one time . It also helps ensure all material is safely t ipped indoors , truck cleanout material is properly handled , and all tipping operations can be safely monitored by the wheel loader and material grader. Scale Operations The current Arlington MRF has one scale , but the layout enables us to move trucks through very quickly such that any stopping/paperwork/etc. is done away from the scale. Even du ring the highest volume periods in the site 's history (when the City 's material was previously processed at this site) the turnaround times averaged 15 m inutes , and varied between 12 and 17 minutes. At the new Fort Worth MRF, there will be at least two scales . Depending on facility design and permitting requirements , there may be an option for a second entrance and third scale for inbound only , to allow for a "one way flow" and further improve truck turnaround times . Rolling Stock The Arlington MRF currently utilizes two Volvo wheel loaders to manage inbound Program Material , load the system , and manage source separated material , if needed . The site owns three of these units , such that there is always redundancy in case of scheduled and unscheduled maintenance. The Arlington MRF also employs three Toyota forklifts for managing processed material and loading outbound trucks . Similarly , we own five of these units at this site alone and owns two additional units for redundancy. WM also owns and utilizes a Volvo skid steer for cleaning and management of loose recyclable materials. WM also employs a world class preventative maintenance program , has preferred relationsh ips with heavy equipment vendors , and has the ability to load-balance rolling stock between Company MRFs . WM will utilize the same rolling stock at the new MRF , and likely expand the rolling stock fleet with additional units due to the larger size. Units may also be replaced with new ones prior to the move over to Fort Worth , as WM has a capital replacement schedule for roll ing stock ensuring no unit exceeds the recommended service life hours . Disposal of Residue and Contamination WM 's will utilize its current disposal methods at the Arlington MRF while the new Fort Worth MRF is being constructed , in accordance with the City of Arlington franchise ordinance . Following completion of the Fort Worth MRF , WM w ill utilize the most efficient waste transfer methods available to minimize the number of trucks on the roadway , and send them to the City 's Southeast Landfill (SELF) in acco rdance with the RFP. WM does not store residue or contaminated material on-site . It is shipped out immediately once the container or trailer is full. Storage of Recyclable Materials The tip floor at the Arlington MRF , and the proposed tip floor at the future Fort Worth MRF , are designed to hold at least a day 's worth of inbound material. Between our phenomenal uptime at the Arlington MRF and our SOTA MRFs , and built-in redundancy within the MRF and between Printed on 100¼ recycled & rac:yclable paper 18 Ex hi bit E -Page 35 of 14 9 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services our larger MRF network, we do not store unprocessed recyclable material outside. For finished goods, the marketing team at WM is the industry's leading experts, with strong relationships nationwide and especially throughout the region. This allows us to keep to on-site storage to a minimum . For finished goods stored on-site prior to shipment , WM employs a strict bale stacking policy to ensure safety to employees , lower risk of fire , and lower risk of damage to the building. All finished goods are stored inside to ensure maximum material value. Litter, Odor, and Other Nuisances WM will maintain the MRF grounds to create a litter-free , acceptable appearance. Always having material tipped and stored inside the facility helps to reduce the overall amount of exterior housekeeping that is required. WM utilizes a dedicated, full-time employee to monitor, clean, and document the exterior conditions at the site daily. Based on facility design and location , there are no odor or other nuisance issues at the Arlington MRF , and WM does not anticipate any issues at the future Fort Worth MRF. Part of our success in avoiding odor issues is to store all unprocessed material inside and process that material as quickly as possible , market that material and ship it quickly , and dispose of any residue as soon as possible . Facility Operating and Business Plans Operating Plan WM previously and successfully processed the City's material for over 15 years, without interruption or issue. Since that time , WM has continued to make upgrades to the facility . WM would easily be able to integrate the City 's material back into the Arlington MRF until a new MRF can be built in the City of Fort Worth. Upon award , WM would begin designing and seeking necessary approvals for the construction of a SOTA M RF at our existing recycling facility located at 1100 NE 23 rd St. This facility has historically been utilized as a recycling facility for non-single stream materials, and WM looks forward to the opportunity to move its single stream recycling operations to the City of Fort Worth and build the most advanced MRF in the State of Texas to process the City 's materials . We have a strong advantage with current operations at the Arlington and a future SOTA MRF . Current operations at the Arlington MRF do not need significant modification to accept the City 's material. Only a slight staffing increase would be required, which is detailed further in Section 10 as part of the transition plan. Operating uninterrupted at a MRF with a proven history ensures a successful transition , and gives WM time to perfect a future MRF in Fort Worth with a smooth transition to the new site. WM recently completed the first SOTA MRF in Texas in Houston , and has already gained significant insight and a refined operational skillset that will be further refined and perfected for the Fort Worth SOT A. Printed on 100¾ recycled & recyclab&. paper 19 Ex hib it E -Page 36 of 14 9 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services Traffic Plan The only backing that is required will be to enter the WM Arlington MRF and dump. WM can dump two RSS trucks simultaneously. We currently work very closely with WM hauling and KWS to ensure all trucks are emptied in a timely manner. Fort Worth trucks will receive priority access throughout the day from the scale operators when the trucks arrive on site . Equipment Maintenance Plan Through WM 's use of the COMPASS® maintenance planning and control system , we track every machine for proper preventative maintenance . COMPASS® is our automated maintenance tracking system that includes predictive maintenance features, complete repair and service histories , and calendar reminders . Each piece of equipment is assigned a unique ID and its available manufacturer-recommended maintenance requirements (or WM standard maintenance intervals) are tracked to the fraction of an hour. This system is used throughout WM on 32 ,000 vehicles and thousands of pieces of MRF equipment, and has taken our business from a reactive , manual tracking approach to a proactive and predictive one. Utilization has resulted in several studies showing that , across the board, WM achieves lower-than- average maintenance costs compared to the industry, while maintaining excellent uptime . We also use an electronic Daily Equipment Inspection (DEi) program that gives our maintenance team real-time data. The DEi inspection is important for communicating problems with the equipment, tracking machine hours, and planning and tracking routine maintenance services. When issues are noted on the DEi , the technician enters them into the maintenance management system (COMPASS), which communicates the schedule of repair to the operators Printed on 100% nicyded & recyclable paper 20 Ex hibit E - Page 37 of 14 9 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services and maintenance technic ians to ensure mach ine issues are addressed long before they cause failure or equipment downtime. The hours of all equipment are ente red multiple t imes per day , and the system will generate p reventive maintenance recommendations according to manufacturers ' recommendations . Marketing Plan WM can offer the City a strong combination of processing and marketing knowledge and long- term management experience . Recycled material streams have experienced wild turbulence in recent years , and WM has been at the forefront of offsetting this turbulence by both strengthening its ties to domestic buyers to keep fiber and plastic within North America , and by investing heavily in our MRFs to produce a cleaner product , ensuring that our products are in high demand from end markets. WM's Material Marketing Team WM is the largest recycler in North America, handling over 15 million tons of recyclables per year at 145 processing facilities . Our Mate rial Marketing Team has expertise in securing end markets for our customers ' materials , even during difficult economic times , has proven to be invaluable for the success of North America 's recycling programs. In addition to marketing to domestic and international customers , we target new markets based on global growth trends (GDP), new regulations , and the path of manufacturing . Our team works directly with all end consumers , cutt ing out the middleman and maximizing our ability to market material to its highest and best use. We also work closely with our MRF operations teams to define changes in specifications and quality standards needed to market material. This allows our operations team to confirm the processing standards we util ize to y ield material that can be sold . Sustainable Outlets Growing Domestically Since China 's retreat from the import market in 2018 , domestic markets have slowly begun to come online -particularly for paper and plastic. New and expanded paper mills in the U.S. are using more curbside mixed paper and cardboard while the growing economy in the U.S . and the growth of e-commerce further bolsters fiber markets. At the same time , pressure on the plastic industry has increased demand for most plastic bottles. Manufacturers who have made commitments to using post-consumer content in their bottles to reduce GHG emissions and marine debris are stepping up to purchase more post- consumer plastic. Printed on 100¾ re cycled & recyclab'-paper 21 Exhi bit E -Pag e 38 of 14 9 City of Fort Worth Request For Proposals 22 -0203 -Recycling Processing Services !5PJIII ma is:. ,,.~ Following the ath of Our Commodities 2011 -2 020 WM markets more than 60 percent of paper and 100 percent of residential plastics processed at our MRFs to North American end markets . Commercial and Multi-Family Business Plan WM , at both its Arlington MRF and proposed Fort Worth MRF , accepts not only WM commercial vehicles , but also commercial vehicles from other companies. Additionally , we plan on constructing a large , enhanced public drop-off at the proposed Fort Worth MRF to accept materials that cannot be put into the curbside cart due to size. This ensures that residents of Fort Worth will always have access to recycling even if they do not have curbside service , from their commercial businesses to their multi-family residences , whether hauled by WM vehicles or not. With WM , Fort Worth residents will have access to a public drop-off at the proposed SOT A Fort Worth MRF to accept materials than cannot be put into the curbside cart due to size. WM has a vast amount of experience in designing and implementing multifamily dwelling recycling programs. We have completed successful programs for the City of Lewisville and Cedar Hill. Both of these programs were researched and created with the existing and anticipated demographics to meet the environmental and educational needs in both English and I Spanish. WM has the resources to help with educating people on these ideas and working with the community toward this goal. We are poised to provide solutions for our customers at every step. Additional programs available include zero-waste programs for businesses through WM Sustainability Services , and recycling of universal waste and other non-program materials through our WM Lamp Tracker program . Printed on 100¾ recycled & ntcyclable paper 22 Ex hibi t E -Page 39 of 14 9 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services Fire Prevention Plan WM maintains all relevant permits , fire alarms , sprinklers , and any other requirements under local and state code . However, WM firmly believes that recycling facilities must go above and beyond the minimum legal requirements , and leads the industry through our unique and robust fire prevention program . WM has a very large set of data across all of our facilities , and knows where fires are most likely to occur. In these areas of increased risk , WM goes above and beyond standard fire prevention . This is done through specific training protocols for handling unprocessed material that is likely to cause a fire, procedures when baling steel materials that could have fuel cans in the stream , and what to do if any fire o r smoke is observed , including additional equipment for putting out small fires before they have any chance to grow and spread. This includes proprietary, high volume pressurized water pumps at our balers for any fire that may occur there , as well as Fire Rover Fire Enforcer carts to respond to fires not at the baler. Additionally , for other high-risk locations , WM has installed a deluge system that emits a substantially higher volume of water per minute than standard sprinklers . Lastly , WM has installed a Fire Rover Fire Prevention System (www.firerover.com ) at the Arlington MRF , and will be installing the same system at any future MRF. This system covers any fires on the tip floor that WM personnel may or may not be able to respond to, 24 hours a day , 365 days a year. Additionally , while WM is proud of our industry-leading fire response plan , we also believe that recycling facilities can do more to prevent fires from even occurring in the first place. Our strong educational programs inform residents about items that could potentially cause fires , and we offer battery recycling through our LampTracker program to keep batteries out of curbside carts . We also have strict policies in place to keep all recycling material -processed and unprocessed -stored inside , so that any potential fire is within range of our fire prevention systems . Any fires in material stored outside could be difficult for fire response equipment to access , or could lead to a fire spreading to additional facilities. WM believes housekeeping is essential to keeping fires from both happening and spreading quickly should they unfortunately occur. Printed on 100¾ recycled & recyclable paper 23 Exhibit E -Page 40 of 14 9 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services PUBLIC EDUCATION AND COMMUNITY OUTREACH WM believes that relentless recycling education is vital to successful residential recycling programs. Our comprehensive education prog ram , Recycle Right , helps educate the public on the importance of recycling and how to improve the quality of recycled materials . As more and more communities asp ire to achieve higher diversion rates , the need for clarification and simplification has grown . In addition , as recycling has evolved over the years , confusion about details , such as collection systems , what can and cannot be recycled , what materials are Recycle Right is a cohesive , collaborat ive , mu lti-faceted public education and outreach program tailored to your residents based on soc ial marketing strategies that organizations such as Keep Texas Beautiful and Keep Fort Worth Beaut iful are using successfully to change behavior. made from , how they are packaged , and their eventual end market , has grown . The comprehensive , complimentary offerings found on the Recycle Right website provide tailored tools for everyone from residents to businesses to educators to property managers as well as our government customers . Based on community-based soc ial marketing precepts , the Recycle Right program includes educational videos , printed inserts , posters, bin decals and bookmarks , a robust social media campaign , and other interactive tools you can use to make recycling sustainable for future generation. Scan the QR Code above to be taken to our Recycle Right website . We are constantly add ing new tools and resources to our Recycle Right education program and have designed the program to be an ongoing resource for our customers with fresh materials and content appearing regularly . WM fi rmly believes in education -it is the foundation of everything we do regarding recycling. We invest to leverage all communication channels and maximize those channels to best fit our customers . l!ll•"i• l'••r• 1SI t!a Li_ -• - RECYCLE RIGNt -----------... ..:._ 1\1:crtll!l R!IGHtD f'• Tim~ To G• a -c Tu Tia B 'cs Of Gaad Rll~yc:ll ng REC YCL& RIG HT•• Above are several ex amples of educ ational materials available through Recycle Right. Printe d on 100¼ re cycle d & recyclab .. p,iper 24 Ex hibit E -Page 41 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services Supporting the Local Fort Worth Community WM 's Public Sector Sales Representative Stephen Kellar and Senior Public Affairs Manager Greta Calvery will be available to work with the City of Fort Worth staff 10-plus hours per month as needed to promote recycling . They will share and integrate the latest information and research from nationwide programs on the methods to drive effective recycling through its Recycle Right campa ign. Greta Calvery is available to assist in the design , marketing development, education , and events and has many years of recycling experience from the mill perspective to the end user remanufacturer. She serves on the NCTCOG RCC Board , serving on the committee developing the regional Know What to Throw Recycling Education Campaign , and the Keep Texas Beautiful board of directors. Relentless continuous education of residents at their homes , community events , and public venues is key to a successful recycling program. WM 's history of working w ith Keep Fort Worth Beautiful at WM can work with the Fort Worth community to design a number of educational materials, including this coloring book. public events , the Fort Worth Arts Goggle , the Fort Worth Police Department's Neighborhood Watch program , and many other local events exemplifies our cont inued passion for the communities we serve and the environment. WM customizes unique programs like dumpster art contests at public events to customized coloring books and recycl ing games. These programs engage children and adults alike. Another resource is our Education Representative Melanie Sanders who works with Fort Worth ISO and other local schools to design and implement recycling and sustainability programs to increase diversion and environmental education . Melanie has supported FWISD for many years in reducing waste and increasing diversion for their solid waste stream. WM also has a strong history of recycling with TCU , where innovative recycling campaigns were implemented involving students , staff, and visitors at sporting events and other activities. WM has found that any city 's recycling program's success and longevity depend on public education and outreach to residents. Without a multi-faceted , targeted , and regular outreach program , a recycling program will not grow. While the makeup of goods we utilize every day has Print ed on 100¾ recycled & recydabM pape r 25 Exhibit E -Page 42 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services changed , as have the materials we are able to recycle , the approach to recycling education has not evolved much over the years. This has left residents confused about what is recyclable and has caused contamination levels to increase , threatening diversion and the success of recycling programs. WM has an established history of collaborating with FWISD , TCU , and Keep Fort Worth Beautiful to engage and educate students , staff, and the general public regarding recycling and the 4 R's (Reduce , Reuse , Recycle , and Repurchase) along with enhancing awareness of envi ronmental concerns and composting. WM will commit to establishing a collaborative relationship with an applicable group or groups to further support local educational efforts to include business , education , community vitality , and increase participation and awareness of recycling while reducing contamination . WM establishes collaborative relationships with community groups to further support local educational efforts to include business, education , community vitality, and increase participation and awareness of recycling while reducing contamination . Community Education Center WM focuses on relentless environmental education to increase recycling participation and decrease contamination. As part of these efforts , WM plans to build an approximately 1,500 SF Community Education Center w ithin the new Fort Worth SOTA MRF . This facility can host tours and classes teaching the fundamentals of recycling with many teaching tools , including samples of recyclables and the end products , posters , videos , and hands on applications . Senior Public Affa irs Manager Greta Calvery will coordinate and lead these educational efforts at the Community Education Center. Printed on 100¾ Ncycle d & recyclable paper 26 Ex hibit E -Page 4 3 of 149 EL Clti; of fori Worlh I P 22-0203 I c'(d ng Processmg Sef>i es Exhibit E -Page 44 of 149 Introducing Your Fort Worth Recycling Team Through our long-standing relationship with the City of Fort Worth as well as research , our conversations , and this RFP process, we have gathered a good understanding of Fort Worth 's processing goals and service expectations. Your Fort Worth Recycling Team brings a diversity of backgrounds , skillsets , and job responsibilities. However, we all connect back to a common denominator -you , our customer. Collaborating to constantly serve you better , ou r team is dedicated to safe , dependable operations grounded in the industry 's highest processing standards , and a commitment to follow-through . Michael Lunow is responsible for safety, staffing, and overall plant operation management for all recycling facilities in Texas and Oklahoma. Michael's responsibilities include management of processing facilities for single stream recycling and construction and demolition materials as well as business development activities related to recycling and green energy. Michael leads recycling policy positions in our WM T exOma market area on behalf of WM and will engage with the City of Fort Worth on the alignment of recycling goa ls, visions, and long-term processing technology in ves tments. Qualifications/Key Michael has more than 35 years' experience in recycling, manufacturing, Experience logistics, and reverse logis t ics in the U.S. and Canada. He has an extensive background in Lean and Continuous Improvement and successfully introduced the process that improved the overall operations of the recycling facilities . He started his career wi th WM in 2004 as a MRF Manager for the company's largest MRF. In 2009, he accepted the position as Director of Recycling Operations for all recycling faci litie s in Wisconsin/Minnesota/Dakotas and Canada. In 2013, he accepted his current role and j oined the TexOma Market Area and successfully integrated WM's largest recycling acquisition in to the market area . J ------ Time Committed to The WM team will have a total focus on thi s contract and partnership with Project the City of Fort Worth. ;--------------------------------------- Relationship with WM has had a presence in the City of Fort Worth for more than 35 years, City including the last 20 years as your collection services provider. This partnership has cultivated many relationships between your community, City staff, and WM personne l over nearly four decades. --------+------------------------------- Reference T J Gilmore, Mayor of the City Lewisville, TX (214) 649 -6076 Printed on 100¾ ntcycled & recyclable paper 27 Exhibit E -Page 45 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services KEVIN WOOLF: Material Recovery Facil ity (MRF) Manager As a Material Reco very Fa c ility (MRF) Manager, Kevin Woolf is responsible for running the day-to-day operations of WM's Fort Worth MRF, including oversight of 110 plant employees. Kevin provides leadership support to plant supervisors and is responsible for processing safety, efficiency, and the quality of outbound material. Kevin will in t eract with City of Fort Worth staff to maximize customer satisfaction and improve service efficiency and the daily quality of contract serv ices Qualifications/Key Kevin has more than 16 years of experience in the waste/recycl ing Experience industry, including nine years with WM. He holds an associate 's degree from Vincennes University and is retired from t he US Navy after 22 years of service. Time Committed to The WM team will have a total focus on this contract and partnership Project with the City of Fort Worth . ------------------------; Relationship with City WM has had a presence in the City of Fort Worth for more than 35 years, including the la st 20 years as your collection services prov ider. This partnership has cultivated many relationships between your commun ity, City staff, and WM personnel over near ly four decades. Reference T J Gilmore, Mayor of the City Lewisville, TX (214) 649-6 076 Qualifications/Key Experience Time Committed to Project Relationship with City As our Plant Maintenance Manager, Chad Allen is responsible for the safety and reliability of the MRF and equipment. Chad confirms the functionality of all sorting equipment, hiring and oversight of maintenance staff, and the implementation of all ongoing preventive maintenance programs. Chad will be responsible for the serv ice and repair of equipment required for the processing of City of Fort Worth material. Chad has nearly 20 years of experience as a proj ect manager, plant manager, and maintenance manager, including 10 years with WM as Plant Maintenance Manager. , The WM team will have a total focus on th is contract and :1 partnership with the C ity of Fort Worth . WM has had a presence in the City of Fort Worth for more than 35 years, including the last 20 years as your collection services • provider. This partnership has cultivated many relationships between your community, City staff, and WM personnel over nearly four decades. Reference T J Gilmore, Mayor of the City Lewisville, TX (214) 649-6076 L_ ____ -----------·--- Printed on 100¾ recycled & recyclab'9 paper 28 Exhibit E -Page 46 of 149 City of Fort Worth Vil Request For Proposals 22-0203 -Recycling Processing Services DAVE LEWIS : Area Safety Director Responsible for developing facility-specific safety plans, Dave Lewis works hand -in-hand w ith our regional material recovery facilities (MRFs), landfills, and collection districts to develop safety programs for our people, equipment, and facilitie s. Dave confirms all sites are fully compliant with both OSHA and Corporate sa fety requirements, administering safety rule s and conducting safe ty site assessments. -Qualifications/K-i y ·r D~;e has nearly 24yea-rs -of experie~ce ;s ~ safety directo~,in~l~ding Experience 19 years with WM. He holds a bachelor's degree from Presbyterian College and a master's degree in occupational safety and health from Murray State University. Dave also serves on the ANSI Z245 Committee for Equipment Technology and Operations for Wastes and Recyclable Materials. ----·--------------·+--·~ ·-· --~ -----• -l Time Comm itted to The WM team will have a total focus on this contract and partnership Project I with the City of Fort Worth. _______________ _ Rela t ionship with Ci ty WM has had a presence in the City of Fort Worth for more than 35 years, including the last 20 years as your collec t ion services provider. 1 This partnership has cultivated many relationships between your community, City staff, and WM personnel over nearly four decades . Reference T J Gilmore, Mayor of the City Lewisville, TX (214) 649-6076 BENJAMIN IOBST: Operations Improvement Manager 1 Working across all lines of business to optimize WM's operations, Ben focuses on developing, standardizing, and implementing proce sses for improvements in WM's technology, sa fety, efficiency, and uptime. Additionally, Ben is involved with new MRF designs, acquisitions, and sales, to bring many of WM's strong sectors together. ------------+-----------·-------------- Qualifications/Key Ben has over 15 years of industry experience, including five-plus years Experience of environmental and engineering consulting experience. For the past 1 10 years, he ha s worked at WM in the Operations Improvement and Engineering departments. Currently, he focuses on improv ing recycling operations in Texas/Oklahoma. -----------;- Time Committed to The WM team will have a total focus on this contract and partnership Project with the City of Fort Worth. Relationship with City WM has had a presence in the City of Fort Worth for more than 35 years, including the last 20 years as your collection services provider. This partnership has cultivated many relationships between your community, City staff, and WM personnel over nearly four decades. Referen c e T J Gilmore, Mayor of the City Lewisville, TX (214) 649-6076 Printed on 100% recycled & recyclab~ paper 29 Exhibit E -Page 47 of 149 Ci ty o f Fort Wo rt h Reques t For Proposals 22-0203 -Recycling Processing Services Qualifications/Key Experience Rick manages a Public Sector team that promot es and develops solid was t e serv ice solu t ions for city and county j ur isdic t ions throughout WM 's TexOma Market Area. Rick has more than 34 years of experience in the sol id waste indust ry. He j o ined WM in 2001 as Director of Disposa l Opera ti ons before becom ing Director o f Pub lic Sector So lut ions in April 2012 . He is a gradua t e of Texas State Un iversity. r· -Time C ommitted t o The-v1TM ~a~-~11 h ave a total focus on th is -co-nt ~aZt and par t nership Proje ct with the Ci t y of Fort Worth. ---------->--__________________ ___, Re lation ship with City WM has had a presence in the C ity of Fort Worth for more t han 35 years, includ in g the las t 20 years as your co llection services provider. Qua lifications/Key Experience Time Comm itted to - Project Relationship w ith City Reference This partnership has cultiva t ed many relationships be t ween your community, City staff, and WM personnel over nearly four decades. T J Gil more, Mayor o f t he City Lewisville, TX (214) 6 4 9-6076 As Public Sec t or Sales Representative, Ste ph e n Ke llar manages ex isti ng ' municipal collection and recyclable processing con t racts, municipal re lat ionships, contrac t terms and service offerings in th e T exOma market area. St ephen will coordinate ac t ivities w it h all o th er WM depart ments in order t o deliver on the City of Fo rt Worth's con trac t terms and serv ice expecta t ions and wi ll serve as a liaison between City of Fort Wort h and other key WM sta ff . -------------------Stephen has mo re than 40 years of experience in the so lid was te indus t ry, and has been wi t h WM since 1994. Wi th WM he has held th e roles o f area sa les manager, ma r ket area sales ma n age r, opera ti ons specia list, and now Public Sector Sales, which he has served in for 17 years. St ephen ho lds a bachelor 's degree in political science from Harding Universi t y . The WM team will have a t o t al focus on th is con t rac t and partnership with t he City of Fort Worth. ------------------------7 WM has had a presence in the City of Fort Wo rth for more th an 35 years, including the last 20 years as your co llection services provider. Thi s partn ersh ip has cul t ivated many rela ti ons hips be t ween your commun it y, City sta ff, and WM personnel ove r nearly four decades. T J Gilmo re, Mayor o f t he Ci t y Lew isville, TX (214) 649-6076 --------------------- Printed on 100¾ recycled & recyclable paper 30 Exhib it E -Page 48 of 149 C ity of Fort Wo rth Request For Proposals 22-0203 -Recycling Processi n g Services GRETA CALVERY: Senior Public Affairs Manager Qualifications/Key Experience In her role as Senior Public Affairs for WM 's TexOma Market Area, Greta is responsible for communications and education development and implementation of campaigns for recycling and other environmental topics. She works directly with communitie s, municipalities, and other organizations to increase recycling and decrease contamination while increasing diversion from landfills. Greta has over 35 years' experience in the environmental, recycling, and , waste management fields from starting out as a paper mill buyer in 1985 to designing recycling programs and educating the public. Over the years , she has consulted with many companies and cities to minimize their waste more effective ly and promote a cleaner, more beautiful workplace and en vironment. Greta currently serves on the Board of Directors for Keep Texas Beautiful and the NCTCOG Resource Conservation Council. She has received recognition for her work in the environmental field from the ST AR Council, Keep Texas Beautiful, Dallas County Corporate Recycling Council, and others. Time Committed to The WM team will have a total focus on this contract and partnership Project with the City of Fort Worth. Relationship with City j WM has had a presence int-he-Cit; ct Fort Worth for more than 35 years, including the last 20 years as your collection services provider. Reference Printed on 100¾ recycled & recyclable paper I This partnership has cultivated many relationships between your i community, City staff, and WM personnel over nearly four decades. T J Gilmore, Mayor of the City Lewisville, TX (214) 649-6076 31 Ex hi bit E -Page 49 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services WM Organizational Chart DAVE LEWIS Safety Director BENJAMIN IOBST Operations Improvement and Analysis Manager Printed on 10 0 ¼ TARA HEMMER Chief Sustainabi lity Officer BRENT BELL Vice President. WM Recycle Arnenca . L.L.C. CHRIS DRIER Director of Field Recycling Operations ----------7 I I MICHAEL LUNOW Area Director of Recycling Operations KEVIN WOOLF MRF Manager CHAD ALLEN Plant Maintenance Manager EXECUTIVE LEVEL nteycled & r.cyclable pa~r JIM FISH President and CEO JOHN J . MORRIS, JR. EVP& COO STEVEN R. BATCHELOR SVP Operations MRF OPERATIONS GRETA CALVERY Senior Public Affairs Manager ACCOUNT MANAGEMENT/ COMMUNITY RELATIONS 32 Exhibit E -Pag e 50 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services Vil Quality Control WM Quality Auditing Program Overview Since 2013 , all WM Material Recycling Facilities (MRFs) are required to participate in WM 's standardized audit program. To ensure WM MRFs maximize the value of the materials they receive, onsite staff utilize standard auditing protocols to audit inbound (customer), outbound (commodity), and residue material to understand composition and quality as it both enters and leaves each facility . As part of the audit Program , each WM MRF is required to have trained audit personnel and a permanent audit area with equipment for sorting and weighing materials . Auditors and personnel are t rained to collect materials and sort them into assigned material categories in accordance with ASTM 5231-2016 standards . All audit data is entered into WM 's proprietary database , which performs a wide range of analytics for reporting purposes. Facilities audit their streams with enough frequency to get statistically reliable data and the data is analyzed to identify areas for improvement and optimize facility performance . Audit Types, Goals and What they Measure '"C Ensure our customers '"C Ensure our products meet C meet composition and C quality standards ::l quality criteria ::l 0 0 ..c What is the quality and valu e ..c Do commodities me et indu st ry C of the material composit ion ? +-' sta ndard s & buyer criteria? -::l How much contaminatio n is in 0 How ca n we redu ce th e stre am? contamination in our products? Do es composition ali gn with the customer contract? Are manual and technical proce sses working opt im ally? Will composition changes im pac t equipment Is there a way to in crease perform a nee? yi eld? Printed on 100¾ recycled & r.cydable paper QJ ::l '"C ·-V) QJ 0::: ... Monitor to optimize performance and extract more value Are we mi ss in g v aluable rec ycl ables? Are manual and t ec hnic al proc esses working optima ll y? Can we capture more materials and increa se yi eld? Do we need to address unsaleable m aterial s that getting into stream? 33 Exhibit E -Page 51 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services WM Arlington MRF Audit History The Arlington M RF has extensive expe ri ence in conducting audits of all three types -since beg inning the audit program in 2013 , the WM Arlington MRF performed 1,380 inbound audits , 4,487 commodity audits , and 1,007 residue audits as of August 24 , 2022 . All of these audits were based on sorting and weighing 200 -pound representative samples from each stream . VII Of the 1,380 inbound audits , the Arlington MRF conducted 290 audits on the City of Fort Worth inbound trucks from March 2014 to March 2018. WM also performed an additional 143 commercial recycling and 24 res idential recycling audits from WM trucks that serviced the Fort Worth hauling area. The Arlington MRF also conducted 16 "system " audits on a quarterly basis from January 2013 to November 2017 . These aud its followed t he same pro t ocol as the City's "Recycling Characterization Audit ," in which selected truckloads were stockpiled and the entire amount run through the system during a Saturday shift. WM processed a total of 389.6 tons , averaging 24.4 tons per audit. The trending graph below shows the material composition findings by material type over the four-year period. Worker Training MRF Operations Safety Plan The health , safety and well-being of all worke rs is the first consideration throughout all phases of WM operations. All workers , particularly supervisors , will carry out all processing , maintenance and cleaning procedures in compliance with established safety standards. All workers are empowered to identify and correct unsafe actions and conditions. Daily safety meetings are held with all staff and safety briefings are conducted prior to commencement of both routine and non -routine tasks. The Plant Manager and his/her staff are responsible to ensure a healthy and safe work environment. Each worker is expected to cooperate and comply with all site health and safety regulations and written safety programs . At WM , safety and compliance are far more than just a program or strategy . They a re core values , a cornerstone of operational excellence . WM fully recognizes our responsibility to hold ourselves to the highest standards for the protection of our customers , our employees , and the communities we serve . Safety is such a core component of our business that WM has implemented a comprehensive safety and compliance program called Mission to Zero (M2Z), which is an initiative that promotes zero tolerance for unsafe behaviors and actions. The cornerstone of M2Z is a comprehensive training program that provides classroom and on-the- Printed on 100¼ r.cycled & racydable paper 34 Exhib it E -Page 52 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services job instruction in safety and compliance fundamentals for employees and is critical to the company 's ability to correct unsafe behavior and recognize outstanding safety performance . Additionally , WM has a team of environmental professionals , includ ing engineers and scient ists with expertise in air , landfill gas , groundwater, storm water , and environmental compliance. These professionals work closely with facility employees for each line of business , to reduce risk and improve environmental performance , utilizing the following programs : Training WM employees possess the knowledge and skills to recognize environmental and safety issues and to manage operations in environmentally respons ible ways . Training is conducted through WM 's proprietary University (WMU) and includes the Environmental Protection Learning Series fo r managers and Environmental Compliance Awareness Program (ECAP) for frontline employees. Courses are developed in-house to provide field personnel with training that is specifically tailored to our business and the industry . Compliance Assurance WM has a proprietary , in -house compliance assurance program called CYCLE: Compl iance , Your Complete Link to Excellence , which is used to identify and track environmental tasks related to permits , proactive policies , and regulations . This program includes an alert system to report and track the resolution of environmental incidents , including Agency Identified Violations , environmental exceedances , and public comments. Environmental Incident Rate (EIR) WM has employed the next generation of environmental performance monitoring with the establishment of the Environmental Incident Rate (EIR). The EIR centrally tracks site specific performance across three areas : environment incidents , regulatory compliance , and community interaction. Standards of Housekeeping WM understands the importance of good housekeeping as it relates to safety and maintenance . We require a safe and orderly facility with no blocked aisle ways or hazards , designated clear pedestrian traffic areas , safety signage current , and incoming material and staged product organized to eliminate risk . Spec ifically : • Operations : Good housekeeping is a prerequisite in the operating areas of the plant: o Removal of material spillage daily from underneath the processing system o Maintenance and repair of chronic spill points o Daily cleaning of walkway to Observation Room o Daily cleaning of maintenance shop area, staircase , and railings to observation deck, pump room , sort lines and enclosures , and all designated walkways , stairs , and vehicle traffic paths o Daily inspection and cleaning of parts and maintenance areas o Daily removal of residue Printed on 100¾ recycled & recyclable paper 35 Exhibit E -Pa ge 53 of 14 9 City of Fort Wo rth Request For Proposals 22-0203 -Recycling Processing Services • Periodic housekeeping required by Operating Manuals is required ; i.e .: o Front wheel loaders o Automated sorting equipment o Lift trucks o Fire suppression system o Screens/trammel o Balers (especially around existing baler o Roll-off truck footprint) o Yard truck o Conveyors , tail pulleys , etc. o Inspection and repair of developing spill points WM also requires cleaning of machinery through the pre -and post-shift inspection requirements of front wheel loaders , lift trucks , balers , yard truck , roll off truck , man lift, and conveyor and sorting equipment components (manufacturer's specifications or higher). Maintenance Plan, Policies, and Procedures This prog ram encompasses the entire site including , but not limited to , such components as processing machinery , rolling stock equipment , building (interior and exterior), lighting , fire suppression system and monitoring station , and all facility safety equipment (exit lights , emergency lighting , etc .). Furthermore , WM continually monitors and evaluates asset conditions . Our maintenance policy requires that all work , including repa irs , adjustments , fabrications , installations , or other maintenance procedures , be done in a safe , cost effective , professional manner. All work will be performed utilizing standard mechanical practices and OEM guidelines where applicable. Following are examples of WM 's management procedures : • The facility is maintained to a level that provides a safe environment for its employees , visitors , contractors , etc., and the lowest optimum operating cost per machine. • The facility complies with all local , state, and federal codes and regulations regarding construction , fabrication , and electrical. • The company provides the shop with the specialized tools and equipment necessary to properly perform required tasks . Major Equipment Maintenance Schedule WM executes and act ively tracks all manufacturer specifications or equivalent maintenance intervals (at a minimum , manufacturer specification for maintenance will be followed , unless WM specifications are more stringent). These include compliance for maintaining PM intervals , opening , and closing of all work orders , and repairs . Each equ ipment component and its available manufacturer-recommended maintenance requirements (or WM standard maintenance interval if unavailable) will be individually loaded by type , brand , and configuration , and be given a specific tracking number into COMPASS. COMPASS is WM 's state-of-the-art, automated maintenance tracking system. It includes predictive maintenance features , complete repair and service histories , and calendar reminders . This same system is utilized throughout the entire WM enterprise and has successfully transformed more than 30 ,000 vehicles and thousands of factory components from a manual Printed on 100¼ N cycle d & recyclable pape r 36 Exhib it E -Page 54 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services tracking maintenance approach to a proactive and predict ive one. We achieve lower than average maintenance costs compared to the industry , while maintaining excellent uptime. Maintenance personnel access the system at the start of the shift. On a daily basis , equipment Preventive Maintenance (PM) inspections are automatically generated and assigned by machine to the maintenance staff. Maintenance Inspection intervals are entered as daily , monthly, quarterly , semi -annually and annually , depending upon the equipment and its ma intenance requirements. COMPASS tracks all plant equipment and facility maintenance and generates the required PM inspections according to hours of operation that meet and often exceed manufacturer specifications . In addition , all non -prevent ive maintenance is opened up as a work order associated with the equipment so a complete record can be maintained . Inspection forms are used specific to the piece of equipment. Preventive Maintenance (PM) A PM focus is the critical component of the WM maintenance program . Many potential problems are addressed before they can cause unscheduled downtime. • Daily Inspections: Composed of visual inspections of certain elevated wear items associated with each piece of equipment on all majo r components , focusing on the paper screening and sorting system , and commingled container system. These are the most frequent cause of unscheduled downtime including belting condition , splices , loose chains , plugged screen openings , w rap-around objects on shaft and sleeve of screens , poor conveyor belt tracking , spill points , return systems , skirting, transition deterioration , guarding issues , hydraulic hoses , piping , fittings , pivot points , etc. Equipment is lubricated as required. • Monthly Inspections: The monthly inspections are in -depth , hands-on inspections of the equipment that requires the unit to be out of service and locked out. Gear reducers are checked fo r fluid level and drive chains are inspected and tensioned . The monthly inspection form is completed by the inspecting mechanic , initialed, and dated following each inspection . Preventive maintenance perfo rmed on bale r s and other specialized equipment (i.e., OCC screen , eddy currents and trammel) will follow the schedule provided by the manufacturer. We have developed our own higher supplemental requirements for many items , including balers , augmenting the manufacturer's instructions. • Semi Annual Inspections: Semi Annual inspections are predominately baler , optical sorter , rolling stock and yard tractor inspections and are based on hours . • Annual Inspections: Major annual inspections are completed on all critical pieces of machinery and include gear reducer and internal motor inspections. • Scale Inspections and Maintenance: Includes regular audits , calibration , and outside ma intenance and certification by the state . • Emergency Maintenance: Defined as any required action , repair, or component failure resulting in unscheduled downtime . WM tries to elim inate the need for emergency Printed on 100¾ r.cycled & recy cla ble paper 37 Exhibit E -Page 55 of 149 City of Fort Worth Request For Proposals 22-0203 -Recycling Processing Services maintenance. Realizing the impossibility of zero downtime, we plan to minimize unscheduled events and attempt to maintain a <5 % downtime average. When an unscheduled event occurs , it will be treated with expediency . • Project Maintenance: Involves planned maintenance that requires extended periods of scheduled system downtime. These tasks are generally in excess of (18) hours and are planned around blocks of scheduled downtime , usually Saturdays and Sundays. • Contract Maintenance: Contractors are occasionally used for large capital replacements , electrical service , or when a repair is beyond the scope of in-house maintenance personnel. Contractors also utilized for OEM warranty work and rolling stock servicing. All contractors are required to abide by company rules , regulations and safety policies. • Rolling Equipment Maintenance: Front-end loaders , forklifts. and skid steers . All preventive maintenance and OEM scheduled maintenance is performed by the equipment dealer. Additionally , equipment operators are required to visually inspect the machine , check fluid levels , and complete a Vehicle Condition Report (VCR) daily . Noted problems are corrected in-house or by dealer service. • Fire Suppression System & Fire Alarm Center. The fire pump and all associated systems are contractor-maintained and tested. As a matter of policy , WM utilizes contracted professional vendors to inspect the Fire System and the Fire Alarm Panel monthly. The system is flow tested by the contractor annually. • Building Maintenance: Addresses building and ground issues as well as company and OSHA-required monthly inspections . Regularly scheduled checklists document the condition of the entire facility and grounds. It certifies that safety programs are in place, that lighting is in good repair , guarding issues are not present , and all inspections are up to date Printed on 100¾ nt c:ydad & recyclable paper 38 Exhibit E -Page 56 of 14 9 � ��������������� � ������������� . . , ' � �'� _ ' _ i�Tt�. �� �r �e w��.J�������: �-�����c��;5��+ �`. "" Contractor's Representative For this contract , Public Sector Sales Representative Stephen Kellar will serve as the City of Fort Worth 's primary point of contact. Stephen is supported by additional account management personnel , including Area Director of Public Sector Solutions Rick Losa , and will work in tandem with our MRF operations team to confirm the City of Fort Worth 's needs are met. Communications Plan Public Sector Sales Representative Stephen Kellar Phone: (815) 454-7504 Email: skellar@wm .com As your primary point of contact, Stephen Kellar will be in regular communication with the City of Fort Worth and your staff to ensure your needs are met and operations are running smoothly. Stephen will be in constant communication with the City and its staff on all aspects of operations as well as education and community outreach . Stephen has 24 years of experience working with the City of Fort Worth , during which he has established close relationships with City of Fort Worth key personnel , including City Management, your elected officials , and City Staff. Stephen will work closely with all WM departments and key personnel to ensure a smooth transition. As our proposed construction project moves forward , Stephen will coordinate efforts to ensure that all pertinent parties are kept informed as to the progress of the construction project and any other information necessary for the City of Fort Worth . Printed on 100¼ raeycled & n,cydab~ paper 39 Exhibit E -Pag e 58 of 149 Ctt',' ot Fort Worth I RFP 22-020 ~c.ltf'9 roce5.St Serv[e !i Exhibit E -Page 59 of 149 IN. TRANSITION PLAN(S) WM will transition the City 's recyclable material processing seamlessly . Two advantages WM has is having successfully processed this material previously at our Arlington MRF , and because WM is the City 's current partner for collection. Upon award , the WM Key Personnel listed in Section 8 of this Response , in addition to the WM Team currently handling the City 's collection contract , will immediately meet to discuss the transition plan. The transition will require the collection trucks to initially begin hauling to the WM Arlington MRF. As WM has both hauled the City's material to this location before , and currently hauls our own material to this location , we are intimately familiar with how to efficiently and safely route these trucks to the Arlington MRF and safely tip and process this material. WM has the advantage of already having key personnel in place at the Arlington MRF such that only a modest increase in sorting staff is required to increase operations sufficiently to process the City's material. The physical infrastructure, recycling equipment , and rolling stock is already in place . No additional permitting , construction , or commissioning will be required. WM will have more than sufficient time to acquire and train the additional personnel , and the Arlington MRF is a WM Center of Excellence for employee onboarding and training and regularly trains and develops staff for the entire DFW area. The typical timeline for on boarding and training is between 14 and 30 days prior to Commencement Date , with recruiting up to 30 days prior, but may vary depending on availability of WM personnel from other sites and market conditions. Another WM advantage is WM 's Green Team , which is a nationwide network of team members that can mobilize on short notice. CONTINGENCY PLAN(S) WM maintains a strong position in its demonstrated history of previously processing the City 's material without delaying , turning away trucks , or failing to meet its obligations. WM will not fall behind schedule or fail to meet the City's schedule requirement , as its Arlington MRF, as stated previously, has capacity to accept the City's materials with very little changes needed. This has an advantage to the City when the new Fort Worth MRF is built , as the City's material can be processed at Arlington as the Fort Worth MRF is built and commissioned , and transitioned slowly or as quickly as needed. WM has found this to be a much-preferred method resulting in little or no downtime, in comparison to having to rush construction or commissioning of a new plant without a backup option , or having to retrofit a permanent facility while also processing the material there. In the extremely unlikely even that either or both facilities cannot process the material, WM still has backup options. WM is aware that even with the best of plans , force majeure events could impact a MRF 's processing capabilities. WM owns and operates Westside Transfer Station , located at 12220 West Freeway in Fort Worth. In the event of an emergency, collection vehicles could easily tip at this location and the City 's materials could be transferred to a backup MRF. WM maintains a strong network of MRFs capable of processing this material in Oklahoma City, San Antonio , and Houston . WM has a network of contractors, vendors , in addition to additional WM assets throughout the country to ensure this is possible . The Arlington MRF , proposed Fort Printed on 100¾ recycled & recyclable paper 40 Exhibit E -Page 60 of 14 9 C ity of Fort Worth Request For Proposa ls 22-0203 -Recycling Process i ng Services Worth MRF , and Westside Transfer Station are all well within the City 's required 20-mile range. Nevertheless , the City would not bear any increased costs from the associated contingency activities. RECORDKEEPING AND REPORTING PLAN(S) WM has historically provided the City of Fort Worth with reporting and recordkeeping for the processing of its materials. Every Monday , WM will email the weekly inbound tonnage reports to the City , describing loads delivered the previous week. A monthly report describing all inbound loads will be delivered to the City at month 's end , along with a copy of the pricing worksheet. Additionally , WM builds a compendium of quality information for inbound materials , that can be shared as needed with the City. WM has the benefit of using this inbound quality information , combined with ou r SmartTruck information gathered by our collection fleet , to offer the most detailed , robust , combined information picture in the industry. Printed on 100¾ recycle d & recyclab le paper 41 Exhi bit E -Pa ge 6 1 of 14 9 � � �� � � �� �� �;�� . . . . . ���, �������� � � �3RT �Li i'ii7 � � �Clt�r �f F�rt liliwtl� Y �?��3 �� �.�iir� �'i�essir�. ��s'k��.s REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Waste Managem ent, Inc . Opinion on Internal Control over Financial Reporting We have audited Waste Management, Inc. 's internal control over financial repo1iin g as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Com mittee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Waste Management, In c. (the Company) maintained , in all material respects , effective internal control over financial reporting as of December 31 , 2021, ba se d on the COSO criteria. We a lso have audited, in accordance with the standard s of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company, and our report dated February 15 , 2022 expressed an unqualifie d opinion thereon . Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial repo1ting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulation s of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the P CAOB. Those standards require that we plan and perform the audit to obtain reaso nable assurance about whether effective internal control over financial reporting was mainta ined in all material respects . Our audit included obtaining an understanding of internal control over financial reporting, assessing the ri sk that a material weakness exists , testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process de s igned to provid e reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting include s tho se policie~ and procedures that (l) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reaso nable assurance that transactions are recorded as nece ssary to permit preparation of financial statements in accordance with generally accepted accounting principles , and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use , or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate becau se of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Houston, Texas February 15 , 2022 Isl ERNST & YOUNG LLP 68 Exhibit E -Page 63 of 149 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Waste Management, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Waste Management, Inc. (the Company) as of December 31, 2021 and 2020 , the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity for each of the three years in the period ended December 31, 2021 , and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion , the consolidated financial statements present fairly , in all material respects , the financial position of the Company at December 31 , 2021 and 2020 , and the results of its operations and its cash flows for each of the three years in the period ended December 31 , 2021 , in conformity with U.S. generally accepted accounting principles. We also have audited , in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31 , 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 15, 2022 expressed an unqualified opinion thereon . Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company 's financial statements based on our audits . We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S . federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements . Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole , and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 69 Exhibit E -Page 64 of 149 Description Matter Landfill Amortization of the At December 31 , 2021 , the Company's landfill assets , net of accumulated amortization, totaled $7.3 billion and the associated amortization expense for 2021 was $731 million . As discussed in Note 2 of the financial statements, the Company updates the estimates used to calculate individual landfill amortization rates at least annually, or more often if significant facts change . Landfill amortization rates are used in the computation of landfill amortization expense . Auditing landfill amortization rates and related amortization expense is complex due to the highly judgmental nature of assumptions used in estimating the rates. Significant assumptions used in the calculation of the rates include: estimated future development costs associated with the construction and retirement of the landfill, estimated remaining permitted airspace and unpermitted expansion airspace , airspace utilization factors, projected annual tonnage intakes , and projected timing of retirement activities. How We Addressed the We obtained an understanding , evaluated the design, and tested the operating effectiveness of Matter in Our Audit the Company's controls over determining landfill amortization rates and calculating amortization expense. Our audit procedures included , among others , testing controls over: the Company's process for evaluating and updating the significant assumptions used in the development of the landfill amortization rates , management's review of those significant assumptions , and the mathematical accuracy of the calculation and recording of amortization expense . To test the landfill asset amortization rates, our audit procedures included , among others, assessing methodologies used by the Company and testing the significant assumptions discussed above, inclusive of the underlying data used by the Company in its development of these assumptions . We compared the significant assumptions used by management to historical trends and, when available, to comparable size landfills accepting a similar type of waste. Regarding unpermitted expansion airspace, we evaluated the Company's criteria for inclusion in remaining airspace. In addition , we considered the professional qualifications and objectivity of management's internal engineers responsible for developing the assumptions . We involved EY's engineering specialists to assist with the evaluation of the Company 's landfill future development cost and airspace assumptions . We also tested the completeness and accuracy of the historical data utilized in the development of the landfill amortization rates. 70 Exhibit E -Page 65 of 149 Description Matter Landfill -Final Capping, Closure and Post-Closure Costs of the At December 31, 2021 , the carrying value of the Company's landfi ll asset retirement obligations related to final capping, closure and post-closure costs totaled $2.3 billion. As discussed in Note 2 of the financial statements, the Company updates the estimates used to measure the asset retirement obligations annually, or more often if significant facts change. Auditing the landfill asset retirement obligation is comp lex due to the highly judgmental nature of the assumptions used in the measurement process . These assumptions include: estim ated future costs associated with the capping, closure and post closure activities at each specific landfill ; airspace consumed to date in relation to total estimated permitted airspace ; the projected annual tonnage intake; and the projected timing of retirement activities. How We Addressed the We obtained an understanding, evaluated the design, and tested the operating effectiveness of Matter in Our Audit the Company's controls over the calculation of asset retirement obligations. Our audit procedures included , among others, testing the Company's contro ls over the landfill asset retirement obligation estimation process and management's review of the significant assumptions used in the estim ation of the liability, including the amount and timing of retirement costs. To test the landfill asset retirement ob li gation valu ation, we performed aud it procedures that included, among others, assessing methodologies used by the Company, testing the comp leteness of activities included in the estimate ( e.g., gas monitoring and extraction), and testing the significant assumptions discussed above , inclusive of the underlying data used by the Company in its development of these assumptions. We compared the significant assumptions used by management to h istorical trends and , when available , to comparable size landfills accepting the same type of waste. In addition, we considered the professional qualifications and objectivity of management's internal engineers responsible for developing the assumptions. We involved EY engineering specialists to assist us with these procedures. Specificall y , we utilized the EY engineering specialists to evalu ate the reasons for s ignificant changes in assumptions from the historical trend, and to determine whether the change from the historical trend was appropriate and identified timely . We also tested the comp leteness and accuracy of the historical data utilized in preparing the estimate. Isl ERNST & YOUNG LLP We have served as the Company 's a uditor since 2002. Houston, Texas February 15 , 2022 71 Exhibit E -Page 66 of 149 WASTE MANAGEMENT, INC. CONSOLIDATED BALANCE SHEETS (In Millions, Except Share and Par Va lue Amounts) ASSETS Current assets : Cash and cash equivalents ...................................................... . Accounts receivable, net of allowance for doubtful accounts of $25 and $33 , respectively .. . Other rec e ivables , net of allowance for doubtful accounts of$8 and $7, respectively ...... . Parts and supp lies ............................................................. . Other assets .................................................................. . Total current assets ........................................................... . Property and equipment, net of accumulated depreciation and amorti zation of $20 ,537 and $19 ,337 , respectively .......................................................... . Goodwill ..................................................................... . Other intangible assets , net. ...................................................... . Restricted trust and escrow accounts ............................................... . Investments in unconsolidated entities ............................................. . Other assets ................................................................... . Total assets ................................................................ . LIABILITIES AND EQUITY Current liabilities: Accounts payable ............................................................. . Accrued liabilities ............................................................. . Deferred revenues ............................................................. . Current po1iion of long-term debt ................................................ . Total current liabilities ........................................................ . Long-term debt, less current portion ............................................... . Deferred income taxes .......................................................... . Landfill and environmental remediation liabilities .................................... . Other liabilities ................................................................ . Total liabilities .............................................................. . Commitments and contingencies (Note 10) Equity: Waste Management, Inc . stockholders ' equity: Common stock , $0.01 par value ; 1,500 ,000 ,000 shares authorized ; 630 ,282 ,461 shares issued .................................................................... . Additional paid -in capital ..................................................... . Retained earnings ............................................................ . Accumulated other comprehensive income (loss) .................................. . Treasury stock at cost, 214 ,158 ,636 and 207,480,827 shares , respectively .............. . Total Waste Management, Inc. stockholders' equity .............................. . Noncontrolling interests ......................................................... . Total equity ............................................................... . Total liabilities and equity .................................................... . See Notes to Consolidated Financial Statements. 72 $ $ $ $ December 31 , 2021 2020 118 $ 553 2,278 2 ,097 268 527 135 124 270 239 3 ,069 3,540 14 ,419 14 ,148 9,028 8,994 898 1,024 348 347 432 426 903 866 29 ,097 $ 29 ,345 1,375 $ 1,121 1,428 1,342 571 539 708 551 4 ,082 3,553 12 ,697 13 ,259 1,694 1,806 2 ,373 2 ,222 1,125 1,051 21 ,971 21 ,891 6 6 5,169 5,129 12 ,004 11 ,159 17 39 {10,072} {8 ,88 I} 7,124 7,452 2 2 7,126 7,454 29 ,097 $ 29,345 Exhibit E -Page 67 of 149 WASTE MANAGEMENT, INC. CONSOLIDATED STATEMENTS OF OPERA TIO NS (In Millions, Except per Share Amounts) Year Ended December 31 , 2021 Operating revenues ................................................ . $ 17 ,931 $ Costs and expenses: Operating ..................................................... . 11 ,111 Selling, general and administrative ................................. . 1,864 Depreciation and amortization .................................... . 1,999 Restructuring .................................................. . 8 (Gain) loss from divestitures , asset impairments and unusual items , net. .. . {16} 14,966 Income from operations ............................................ . 2,965 Other income (expense): Interest expense, net ............................................. . (365) Loss on early extinguishment of debt, net ........................... . (220) E quity in net los ses of unconsolidated entities ........................ . (36) Other, net ..................................................... . 5 {616} Income before income taxe s ......................................... . 2,349 Income tax expense ................................................ . 532 Consolidated net income ............................................ . 1,817 Less: Net income (loss) attributable to noncontrolling interests .......... . 1 Net income attributable to Waste Management, Inc ...................... . $ 1,816 $ Basic earnings per common share .................................... . $ 4.32 $ Diluted earnings per common share ................................... . $ 4.29 $ CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Millions) 2020 15 ,2 18 $ 9,341 1,728 1,671 9 35 12 ,784 2,434 (425) (53) (68) 5 {541} 1,893 397 1,496 1,496 $ 3.54 $ 3.52 $ Year Ended December 31, 2021 2020 Consolidated net income ............................................ . $ 1,817 $ 1,496 $ Other comprehensive income (loss), net of tax: Derivative instruments , net ....................................... . 9 15 Available-for-sale securities, net. .................................. . (6) 11 Foreign currency translation adjustments ............................ . (28) 20 Post-retirement benefit obligation, net .............................. . 3 l Other comprehensive income (loss), net of tax .......................... . {22} 47 Comprehensive income ............................................. . 1,795 1,543 Less : Comprehensive income (loss) attributable to noncontrollin g interests . 1 Comprehensive income attributable to Waste Management, Inc ............ . $ 1,794 $ 1,543 $ See Notes to Consolidated Financial Statements. 73 2019 15 ,455 9,496 1,631 1,5 74 6 42 12 ,749 2 ,706 (411) (85) (55) {50} {601} 2 ,105 434 1,671 1 1,670 3.93 3.91 2019 1,671 8 15 55 l 79 1,750 1 l 749 Exhibit E -Page 68 of 149 WASTE MANAGEMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In M illi o ns) Cas h flows from operating activitie s: Consolidated net incom e .................................................... . Adjustments to reconci le consolidated net income to net cash provided by operating activities: Depreciation and amortization ............................................. . Defe,,-ed incom e tax expense (benefit) ....................................... . Interes t accretion on landfill and environmental remediation liabilitie s .............. . Provision for bad debts ................................................... . Eq uity-b ase d compensation expense ........................................ . Net gain on di spo sa l of assets .............................................. . (Gain) loss from divestitures , asset imp a irments and other, net .................... . Equity in net losses of unconsolid ated entities, net of dividends ................... . Loss on early extinguishment of debt, net .................................... . Chan ge in operating asse ts and liabilitie s, net of effects of acquisitions and divestitures: Rece ivables ......................................................... . Other current assets ................................................... . Other assets ......................................................... . Accounts payabl e and accrued li a biliti es .................................. . Deferred revenues and other li ab iliti es .................................... . Net cash provided by operating activities ....................................... . Cash flows from investing act ivities: Acquisitions of bu s ine sses, net of cash acquired ............................... . Capital expenditures ..................................................... . Proceed s from divestitures of businesses and other assets, net of cash div este d ....... . Other, net ............................................................. . Ne t cash used in inve stin g activities ........................................... . Cash flows from financin g activities: New borrowings ........................................................ . Debt repay ments ........................................................ . Premiums and other paid on early extinguishment of debt. ....................... . Co mmon stock repurchase pro gram ......................................... . Cas h dividend s ......................................................... . Exe rcise of common stock option s .......................................... . Tax payments associated with equ ity-based compensation tran sactio ns ............. . Other, net ............................................................. . Net cas h (used in) provided by financin g activities ................................ . Effect of exchange rate changes on cash , cash equivalents and restricted cash and cash equivalents ............................................................. . (Decrease) increase in cash , cash equivalents and restricted cash and cash equivalents .... . Cash, cash equivalents and restricted cash and cash equivalents at beginning of period .... . Cash , cash equivalents and restricted cash and cash equivalents at end of period ......... . Reconciliation of cash, cash equivalents and restricted cash and cash equivalents at end of period: Cash and cash equivalents ................................................... . Re stricted cash and cash eq uivalents included in other current assets .................. . Restricted cash and cash equivalents included in restricted trust and escrow accounts ..... . Cash , cash equivalents and re stricted cash and cash equivalents at end of period ......... . See Notes to Conso lidated Financia l Statements . 74 Year Ended December 31, 202 1 2020 2019 $ 1,8 17 1,999 (77) 111 37 108 (25) (16) 38 220 28 (39) 34 206 (103) 4 ,338 (75) (1,904) 96 ( 11) (1 ,894) 7,948 (8 ,404) (211) (1 ,350) (970) 66 (28) 49 (2,900) 2 (454) 648 $ 194 $ 11 8 7 69 $ 194 $ 1,496 1,671 165 10 3 54 94 (9) 43 60 53 (179) 10 53 (37) (174) 3,403 (4 ,085) (1,632) 885 (15) (4,847) 9,420 (9 ,629) (30) (402) (927) 63 (34) (20) (1 ,559) 4 (2 ,999) 3,647 $ 648 $ 553 28 67 $ 648 $ 1,67 1 1,574 100 98 39 86 (27) I 13 55 85 (53) (23) 10 243 (97) 3,874 (521) (1 ,818) 49 (86) (2,376) 13,237 (10 ,088) (84) (248) (876) 67 (33) (1 1) 1,964 2 3,464 183 $ 3,647 $ 3,56 1 15 7 1 $ 3,647 Exhibit E -Page 69 of 149 WASTE MANAGEMENT, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Millions, Except Shares in Thousands) Was te Mana gement, Inc. S tockhold ers' Egui!X A ccumulated Additional Other C ommon Stock Paid-In Retained Comprehens ive Trea s ur:t Stock N oncontrolling Total Shares Amounts Ca(!ital Earnings Income {Lo ss} Shares Amounts Interests B alance , Dece mb er 3 I, 20 18 . $ 6,276 630 ,282 $ 6 $ 4,993 $ 9,797 $ (87) (206 ,299) $ {8 ,4 34 ) $ Conso lid ated net in co me . 1,67 1 1,670 Oth er co mprehensive inco me (loss), net of tax. 79 79 Cash di vid end s decl ared of $2.0 5 pe r co mm on share .. (876) (876) Equi ty -base d co mp ensati on transac ti ons, net of tax . 164 56 2,585 107 Co mm on stock re purchase prog ram ..... (244) {2 ,24 7) (244) Othe r, net .. ------5 B alance , Decemb er 3 1, 20 19 . $ 7,070 630 ,2 82 $ 6 $ 5,049 $ 10,592 $ (8) (205 ,956) $ (8 ,57 1) $ 2 Ado pti on of new acco untin g stand ard s. (2) (2) Co nso lid ated net in co me . l ,496 l ,496 Oth er co mprehens ive in co me (loss), net of tax ... 47 47 Cas h di v id end s dec lare d o f $2 .18 per co mm o n sha re .. (927) (927) Equity-b ased co mp e nsa ti on tran sac ti ons, net . 172 80 2,15 8 9 1 Co mm on stoc k re purc hase progra m (402) (3,687) (402) Oth e r, net ........ (l } 4 1 Ba lance, Dece mb er 3 1, 2020 . $ 7,454 630 ,282 $ 6 $ 5,129 $ 11 ,159 $ 39 (207,4 81) $ (8 ,88 1) $ 2 Conso lid ated net in co me ..... 1,81 7 1,8 16 O th e r co mprehens iv e in co me (l oss), ne t of tax . (22) (22) Cash di v id end s declare d o f $2.30 pe r co mm on share .. (9 70) (970) Equi ty-based co mp ensati on transacti ons, net ... 198 11 0 ( I) 2 ,049 89 Co mm on s toc k re purchase pro gram . (1 ,350) (70) (8,73 1) (1 ,2 80) Othe r, net _____ill ---=-4 ( I} Ba lance, Decembe r 31 , 202 1 . $ 7,126 630,282 $ 6 $ 5,169 $ 12 ,004 $ 17 (2 14 ,159) $ (10 ,072 ) $ 2 See Note s to Con solidated Financial Statements. 75 Exhibit E -Page 70 of 149 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Waste Management, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Waste Management, Inc . (the Company) as of December 31, 2020 and 2019 , the related consolidated statements of operations, comprehensive income , cash flows , and changes in equity for each of the three years in the period ended D ece mber 31, 2020, and the related note s (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the res ult s of it s operations and its cash flows for each of the three years in the period ended December 31, 2020 , in conformity with U.S . generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Overs ight Board (United States) (PCAOB), the Company's internal control over fmancial reporting as of December 31 , 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 22 , 202 1 expressed an unqualified opinion thereon. Adoption of ASU No. 2016-02 (Topic 842) As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in the 2019 fmancial statements to reflect the accounting method change due to the adoption of ASU No. 2016-02, leases (Topic 842), and the related amendments. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's fmancial statements based on our audits. We are a public accounting finn registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S . federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB . We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement , whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis , evidence regarding the amounts and disclosures in the fmancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the fmancial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the fmancial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated fmancial statements, taken as a whole, and we are not, by communicating the critical audit matters below , providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 71 Exhibit E -Page 71 of 149 Description of the Matter How We Addressed the Matter in Our Audit landfill Amortization At December 31, 2020, the Company's landfill assets, net of accumulated amortization, totaled $7.2 billion and the associated amortization expense for 2020 was $568 million . As discussed in Note 3 of the financial statements, the Company updates the estimates used to calculate individual landfill amortization rates at least annually , or more often if significant facts change. Landfill amortization rates are used in the computation oflandfill amortization expense. Auditing landfill amortization rates and related amortization expense is complex due to the highly judgmental nature of assumptions used in estimating the rates . Significant assumptions used in the calculation of the rates include: estimated future development costs associated with the construction and retirement of the landfill, estimated remaining permitted airspace and unpermitted expansion airspace, airspace utilization factors, projected annual tonnage intakes, and projected timing of retirement activities. We obtained an understanding, evaluated the design , and tested the operating effectiveness of the Company's controls over determining landfill amortization rates and calculating amortization expense. Our audit procedures included , among others, testing controls over: the Company's process for evaluating and updating the significant assumptions used in the development of the landfill amortization rates, management's review of those significant assumptions, and the mathematical accuracy of the calculation and recording of amortization expense. To test the landfill asset amortization rates, our audit procedures included , among others, assessing methodologies used by the Company and testing the significant assumptions discussed above, inclusive of the underlying data used by the Company in its development of these assumptions . We compared the significant assumptions used by management to historical trends and, when available , to comparable size landfills accepting a similar type of waste . Regarding unpermitted expansion airspace, we evaluated the Company's criteria for inclusion in remaining airspace. In addition, we considered the professional qualifications and objectivity of management's internal engineers responsible for developing the assumptions. We involved EY 's engineering specialists to assist with the evaluation of the Company's landfill future development cost and airspace assumptions . We also tested the completeness and accuracy of the historical data utilized in the development of the landfill amortization rates. 72 Exhibit E -Page 72 of 149 Description of the Matter How We Addressed the Matter in Our Audit Landfill -Final Capping, Closure and Post-Closure Costs At December 31, 2020, the carrying value of the Company's landfill asset retirement obligations related to final capping, closure and post-closure costs totaled $2.2 billion. As discussed in Note 3 of the financial statements, the Company updates the estimates used to measure the asset retirement obligations annually, or more often if significant facts change. Auditing the landfill asset retirement obligation is complex due to the highly judgmental nature of the assumptions used in the measurement process. These assumptions include: estimated future costs associated with the capping, closure and post closure activities at each specific landfill; airspace consumed to date in relation to total estimated permitted airspace ; the projected annual tonnage intake; and the projected timing of retirement activities. We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company's controls over the calculation of asset retirement obligations . Our audit procedures included, among others , testing the Company's controls over the landfill asset retirement obligation estimation process and management's review of the significant assumptions used in the estimation of the liability, including the amount and timing of retirement costs . To test the landfill asset retirement obligation valuation , we performed audit procedures that included, among others, assessing methodologies used by the Company, testing the completeness of activities included in the estimate (e.g., gas monitoring and extraction), and testing the significant assumptions discussed above, inclusive of the underlying data used by the Company in its development of these assumptions. We compared the significant assumptions used by management to historical trends and, when available, to comparable size landfills accepting the same type of waste. In addition, we considered the professional qualifications and objectivity of management's internal engineers responsible for developing the assumptions. We involved EY and external engineering specialists to assist us with these procedures. Specifically, we utilized the EY engineering specialists to evaluate the reasons for significant changes in assumptions from the historical trend , and to determine whether the change from the historical trend was appropriate and identified timely. We utilized the external engineers to evaluate the estimates of remaining landfill airspace. We also tested the completeness and accuracy of the historical data utilized in preparing the estimate. 73 Exhibit E -Page 73 of 149 Description of the Matter How We Addressed the Matter in Our Audit Acquisition of Advanced Disposal Services, Inc. -Valuation of Customer Relationship and Land.ill rights/permits As described in Note 18 to the consolidated financial statements, during the year ended December 31, 2020 , the Company completed the acquisition of Advanced Disposal Services, Inc. ("Advance Disposal") for net consideration of $4 .1 billion. The transaction was accounted for as a business combination . Auditing the Company's accounting for its acquisition of Advance Disposal was complex due to the significant estimation required by management in determining the fair value of the acquired customer relationships and landfill assets included within Other intangible assets and Property and equipment, respectively, in Note 18, both of which utilize prospective financial information . The Company valued the customer relationship asset using an income approach; specifically , the multi -period excess earnings model. The significant assumptions used to value customer relationships included, among others, the attrition rate, revenue growth rate, and discount rate. The Company valued the landfill assets using an income approach ; specifically, a discounted cash flow model. The significant assumptions used to value landfill assets included, among others , the forecasted revenue and revenue growth (including forecasted waste volumes and rate per ton), discount rate , and forecasted capital expenditures . These assumptions are forward-looking and could be affected by future economic and market conditions. We obtained an understanding, evaluated the design , and tested the operating effectiveness of the Company's controls over its accounting for the Advance Disposal acquisition . For example, we tested controls over the valuation of customer relationships and landfill assets, including management's review of the valuation models, and underlying data and assumptions used to develop the estimated fair value of these assets . To test the estimated fair value of the customer relationship and landfill assets , we performed audit procedures that included , among others , evaluating the Company 's selection of the valuation methodology, evaluating the significant assumptions used to determine the valuation calculations , and testing the completeness and accuracy of the underlying data supporting the significant assumptions . We involved our valuation specialists to assist with evaluating the methodology and significant assumptions used by the management to determine the fair value estimates. Additionally, we performed sensitivity analyses of the identified significant assumptions and compared them , as applicable, to current industry and market trends, the assumptions used by the Company to value similar assets in other acquisitions, as well as historical results, among other procedures . Isl ERNST & YOUNG LLP We have served as the Company's auditor since 2002. Houston , Texas February 22, 2021 74 Exhibit E -Page 74 of 149 WASTE MANAGEMENT, INC. CONSOLIDATED BALANCE SHEETS (In Millions, Except Share and Par Value Amounts) ASSETS Current assets: Cash and cash equivalents ...................................................... . Accounts receivable, net of allowance for doubtful accounts of $33 and $28, respectively .. . Other receivables, net of allowance for doubtful accounts of $7 and $1, respectively ...... . Parts and supplies ............................................................. . Other assets .................................................................. . Total current assets ........................................................... . Property and equipment, net of accumulated depreciation and amortization of $20,095 and $18,657, respectively .......................................................... . Goodwill ..................................................................... . Other intangible assets, net ....................................................... . Restricted trust and escrow accounts ............................................... . Investments in unconsolidated entities ............................................. . Other assets ................................................................... . Total assets ................................................................ . LIABILITIES AND EQUITY Current liabilities: Accounts payable ............................................................. . Accrued liabilities ............................................................. . Deferred revenues ............................................................. . Current portion of long-term debt ................................................ . Total current liabilities ........................................................ . Long-term debt, less current portion ............................................... . Deferred income taxes .......................................................... . Landfill and environmental remediation liabilities .................................... . Other liabilities ................................................................ . Total liabilities .............................................................. . Commitments and contingencies Equity: Waste Management, Inc. stockholders' equity: Common stock, $0.01 par value; 1,500,000,000 shares authorized ; 630,282,461 shares issued .................................................................... . Additional paid -in capital ..................................................... . Retained earnings ............................................................ . Accumulated other comprehensive income (loss) .................................. . Treasury stock at cost, 207,480,827 and 205,956,366 shares, respectively .............. . Total Waste Management , Inc . stockholders' equity .............................. . Noncontrolling interests ......................................................... . Total equity ............................................................... . Total liabilities and equity .................................................... . See Notes to Consolidated Financial Statements. 75 December 31, $ $ $ 2020 553 2,097 527 124 239 3,540 14,148 8,994 1,024 347 426 866 29,345 1,121 1,342 539 551 3,553 13,259 1,806 2,222 1,051 21 ,891 6 5,129 11,159 39 (8,881) 7,452 2 7,454 $ 29 ,345 2019 $ 3,561 1,949 370 106 223 6 ,209 12,893 6,532 521 313 483 792 $ 27,743 $ 1,065 1,327 534 218 3,144 13,280 1,407 1,930 912 20,673 6 5,049 10,592 (8) (8,571) 7,068 2 7,070 $ 27 ,743 Exh ibit E -Page 75 of 149 WASTE MANAGEMENT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In Millions, Except per Share Amounts) Year Ended December 31 , 2020 Operating revenues ................................................. . $ 15 ,218 $ Costs and expenses : Operating ...................................................... . 9 ,341 Selling, general and administrative .................................. . 1,728 Depreciation and amortization ..................................... . 1,671 Restructuring ................................................... . 9 (Gain) loss from divestitures, asset impairments and unusual items , net .... . 35 12,784 Income from operations ............................................. . 2,434 Other income (expense): Interest expense , net. ............................................. . {425) Loss on early extinguishment of debt , net ............................ . (53) Equity in net losses of unconsolidated entities ......................... . {68) Other, net ...................................................... . 5 (541) Income before income taxes .......................................... . 1,893 Income tax expense ................................................. . 397 Consolidated net income ............................................. . 1,496 Less: Net income (loss) attributable to noncontrolling interests ........... . Net income attributable to Waste Management, Inc ....................... . $ 1,496 $ Basic earnings per common share ..................................... . $ 3.54 $ Diluted earnings per common share .................................... . $ 3.52 $ CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Millions) 2019 15,455 $ 9,496 1,631 1,574 6 42 12,749 2,706 {411) {85) (55) (50) (601) 2,105 434 1,671 1 1,670 $ 3.93 $ 3.91 $ Year Ended December 31 , 2020 2019 Consolidated net income ............................................. . $ 1,496 $ 1,671 $ Other comprehensive income {loss), net of tax: Derivative instruments , net ........................................ . 15 8 Available -for -sale securities, net. ................................... . 11 15 Foreign currency translation adjustments ............................. . 20 55 Post-retirement benefit obligation, net ............................... . 1 1 Other comprehensive income (loss), net of tax ........................... . 47 79 Comprehensive income .............................................. . 1,543 1,750 Less: Comprehensive income (loss) attributable to noncontrolling interests .. 1 Comprehensive income attributable to Waste Management, Inc ............. . $ 1,543 $ 1,749 $ See Notes to Consolidated Financial Statements . 76 2018 14,914 9,249 1,453 1,477 4 (58) 12,125 2,789 {374) (41) 2 (413) 2,376 453 1,923 (2) 1,925 4.49 4.45 2018 1,923 8 5 (105) 2 (90) 1,833 (2} 1,835 Exhibit E -Page 76 of 149 WASTE MANAGEMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Millions) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Consolidated net income .................................................... $ 1,496 $ 1,671 $ 1,923 Adjustments to reconcile consolidated net income to net cash provided by operating activities: Depreciation and amortization ............................................. 1,671 1,574 1,477 Deferred income tax expense (benefit) ....................................... 165 100 25 Interest accretion on landfill liabilities ....................................... 103 98 95 Provision for bad debts ................................................... 54 39 54 Equity-based compensation expense ........................................ 94 86 89 Net gain on disposal of assets .............................................. (9) (27) (47) (Gain) loss from divestitures, asset impairments and other , net .................... 43 113 (58) Equity in net losses of unconsolidated entities, net of dividends ................... 60 55 41 Loss on early extinguishment of de bt, net .................................... 53 85 Change in operating assets and liabilities , net of effects of acquisitions and dives titures : Receivables ......................................................... (179) (53) (16) Other current assets ................................................... 10 (23) (16) Other assets ......................................................... 53 10 (14) Accounts payable and accrued liabilities .................................. (37) 243 203 Deferred revenues and other liabilities .................................... (174) (97) (186) Net cash provided by operating activities ....................................... 3,403 3,874 3,570 Cash flows from investing activities : Acquisitions of businesses, net of cash acquired ............................... (4,085) (521) (460) Capital expenditures ..................................................... (1 ,632) (1 ,818) (1 ,694) Proceeds from divestitures of businesses and other assets (net of cash divested) ....... 885 49 208 Other, net ............................................................. (15) (86) (223) Net cash used in investing activities ........................................... (4,847) (2,376 ) (2,169) Cash flows from financing activities: New borrowings ........................................................ 5,790 4,683 359 Debt repayments ........................................................ (7,807) (533) (499) Premiums paid on early extinguishment of debt ............................... (30) (84) Net commercial paper borrowings (repayments) ............................... 1,808 (1,001) 453 Commo n stock repurchase program ......................................... (402) (248) (1 ,004) Cash dividends ......................................................... (927) (876) (802) Exercise of common stock options .......................................... 63 67 52 Tax payments associated with equity-based compe nsation transactions ............. (34) (33) (29) Other, net ............................................................. (20) (11) (38) Net cash (used in) provided by financing activities ................................ (1 ,559) 1,964 (1 ,508) Effect of exc hange rate changes on cash, cash equivalents and restricted cash and cash equivalents ............................................................. 4 2 (3) (Decrease) increase in cash, cash equivalents and restricted cash and cash equivalents .... (2,999) 3,464 (110) Cash , cash equivalents and restricted cash and cash equivalents at beginning of period .... 3,647 183 293 Cash, cash equivalents and restricted cash and cash equivalents at end of period ......... $ 648 $ 3,647 $ 183 Reconciliation of cash, cash equivalents and restricted cash and cash equi valents at end of period: Cash and cash equivalents .................................................. . $ 553 $ 3,561 $ 61 Restricted cash and cash equivalents included in other current assets ................. . 28 15 49 Restricted cash and cash equivalents included in restricted trust and escrow accounts .... . 67 71 73 ---- Cash, cash equivalents and restricted cash and cash equivalents at end of peri od ........ . =$ __ 6=48= $ 3,647 =$ __ 18=3= See Notes to Consolidated Financial Statements . 77 Exhibit E -Page 77 of 149 WASTE MANAGEMENT, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Millions, Except Shares in Thousands) Waste Management , Inc . Stockholders ' Egui!_y Accumulated Additional Other Common Stock Paid -In Retained Comprehensive Treasu!J:' Stock N oncontrolling Total Shares Amounts Capital Earnings Income (Loss) Shares Amounts Interests -------Balance , Dece mb er 3 1, 20 17 ..... $ 6,042 630 ,282 $ 6 $ 4,933 $ 8 ,5 88 $ 8 (196,964) $ (7 ,516) $ 23 Adoption of new accounting standards .................. 80 85 (5) Con so lidat ed net incom e ........ 1,923 1,925 (2) Other compre hensive in come (loss), net of tax ............. (90) (90) Cash divid end s declar ed of $1.86 per common share ........... (802) (802) Equity-based compensation transactions , net of tax ........ 151 60 2,345 90 Common stock repurcha se program ................... (1 ,008) (I 1,673) (1 ,008) Divestiture of non contro lling interest ................... (19) (19) Other , net ................... __ill (7) (1) Balance , Dece mber 31 , 2018 ..... $ 6,276 630 ,282 $ 6 $ 4 ,993 $ 9,797 $ (87) (206 ,299) $ (8 ,434) $ 1 Co nso lid ated net in come ........ 1,671 1,670 1 Oth er comprehe nsive in come (loss), net of tax ............. 79 79 Cash dividends declared of $2.05 per com mon shar e ........... (876) (876) Equity-bas ed co mpen satio n tran sactio ns, net. ............ 164 56 2 ,585 107 Common stock repur cha se program ................... (244) (2 ,247) (244) Other , net ................... 5 -------Balance, December 31 , 2019 ..... $ 7,070 630,282 $ 6 $ 5,049 $ 10 ,5 92 $ (8) (205 ,956) $ (8 ,571) $ 2 Adoption of new accounting standards .................. (2) (2) Consolidated ne t income ........ 1,496 1,496 Oth er co mpr ehens iv e income (loss), net of tax ............. 47 47 Cash divid ends declar ed of $2.18 per common share ........... (927) (927) Equity -based compensation transactions , net. ............ 172 80 2,158 91 Common stock repurchase program ................... (402) (3,687) (402) Other, net ................... (1) 4 1 Balance , December 3 1, 2020 ..... lMli. 630 ,282 $ 6 $ 5,129 $ 11,159 $ 39 (207 ,481) $ (8 ,881) $ 2 See t-f otes to Consolidated Financial Statements . 78 Exhibit E -Page 78 of 149 u eci1c1 ng oc-ess g 51!<' es CRy of fart Worlh I p 22-02"3 I ~I FORTWOR I Exhibit E -Page 79 of 149 IN Financial Strength: A Foundation for Our Commitment WM 's financial strength is a foundation for our commitment to serve our customers , perform our obligations , and protect the environment in carrying out our broad services . WM 's revenue in 2021 was $17.93 billion , and WM has an asset base of $29.1 billion. The company generates strong and consistent cash flow and has access to an extensive line of credit. Full financial results are available on our website at investors.wm.com . WM has achieved solid investment-grade credit ratings from three major rating agencies. Most recently , the company has been assigned ratings of A-/A-2 by Standard & Poor's , BBB+ by Fitch , and Baa1 by Moody's. The ratings are based on expectations that management will maintain good liquid ity , pursue a moderate financial policy , and allocate capital in a disciplined manner. The credit outlook from each agency for WM is characterized as stable. Source of Funds for Construction of Fort Worth SOTA MRF WM is self-funded in regard to capital investments and improvements . Over the next four years, WM plans to invest more than $1.6 billion to grow our recycling and renewable energy businesses. Summary Financial Statements Financial statements were including in the previous section . Bankruptcy/Default Disclosure WM has never filed for bankruptcy or defaulted on any loans . Letters of Support Please see Section 5 : Ability To Acquire Letter Of Credit And/Or Performance Bond . Cost Estimates WM 's proposed Fort Worth SOTA MRF is still unde r design and review , therefore , the following are estimates : Site work and utilities: Facility building: Other buildings (if applicable): Processing equipment: Rolling stock: Prin ted on 100¾ rweyde d & ,-c:yda ble paper $3 ,000 ,000 $10 ,000 ,000 NIA (included in facility building) $22 ,000 ,000 $800 ,000 42 Exhi bit E - Page 80 of 149 �� � � � ������� � � ,�.� �� � � � � � • � �� � � � �_ ��x ' ' --- y.{ ' ` __ r �� � ����. - . - r t, 5 "�' '-K �4 � , .� �r . ��' �_ �� f: �� .�; ��- �,. - � . � �, - 1 _ �� � � � � ,.�� r �� ,t a ���. � . ����` � � �� � �. �� . _ �� � � r i tX � � � �-�• - � ' �� � y � � -'.�+ • i - � Fiar,` ' .. _+ '. :� t i ��� � . �; _ '' � . �' ��� � ` .3 . �+�v +�:- : � _ _ �� � �k= � � ' � ��.ti ��� � `� �� .-�y } I� F � '. J. } : � � _ -. _ . � . . . }� �� �� �`-� � �1 ` F �x����_�� i �� �- �� <-'' ~ �� �za �'����� " �. a �''' , _ _ _ .-�` -�s � . ='�l _ � `y � � �,�� ` � F . . R��� 5 - 'F � � �' � r�'� ��. i •..LL { �� � ��� .� _;- , � �-�� � :�- � ����� _ � ❑ � � i � � * IN WM Recycle America, L.L.C . (WMRA) is not aware of any material civil matters or criminal actions now pending or having occurred within the last five years related to any WMRA recyclables processing contracts or any key personnel. WMRA is not aware of any liquidated damages paid under a recyclables processing contract. If you have further questions regarding WMRA's response, WMRA invites you to contact WMRA's in- house counsel, whose name and telephone number can be provided upon request . Printed on 100¾ Ncycled & racyclable paper 43 Exhi bit E -Pa ge 82 of 149 14 s NOA Exhibit E -Page 83 of 149 FORM 4: SUSPENSION OR DEBARMENT CERTIFICATE Non-Federal entities are prohib ited from contracting with or making subcontract awards under covered transactions to parties that are suspended or debarred or whose principals are suspended or debarred . Covered transactions include procurement for goods or services equal to or in excess of $100 ,000 .00 . Contractors receiv (ng individual awards for $100,000.00 or more and all subcontract recip ients must cert ify that the organization and its principals are not suspended or debarred . By submitting this offer and signing th is certificate, Proposer certifies that no suspension or disbarment is in place, which would preclude receiving a federally funded contract under the Federal 0MB, A-102, Common Rule , as may be amended . Company Name : Wtv1 Recycle Ameri9a, L.L.C. Signature of Company Officer: :;?t;l ~ Company Officer Printed Name : _R_ic_k_L_o_s_a _____________ _ Title Area Director of Public Sector Solutions RFP No. 22-0203 Recycl ing Processin g Services , Page 77 of 11 7 Ex hib it E • Page 84 of 149 Form 5. RFP Submission Checklist Form Proooser Name: WM Recvcle America, L.L.C. Proposers shall confirm in the following checklist the sections that are included in their RFP Submission and the page or range of pages where the section is in their RFP Submission. Proposers must include all sections listed below in their RFP Submission. If a section listed below is not included in the RFP Submission, Proposers must provide a brief explanation of the reason INhy. Failure to complete this form may result in the rejection of the proposal. Section Section Title Form Included in RFP Submissio n If not included in RFP Submission, state the Electronic File Page{s) Hard Copy Page(s) in reason whv in Proposal Proposa l Page 1 RFP Cover Sheet None ✓ n/a 2 After Cover Paae Section 1 Letter of In tent None ✓ n/a 4 to 6 1 to 3 Section 2 Company History and Ownership None ✓ n/a 8 to 9 4to 5 Section 3 Company Experience None ✓ n/a 11 to 16 6 to 11 Section 4 Statement of Organization Form2 ✓ n/a 18 After Section 4 Tab Section 5 Proof of Satisfaction of Preferred Minimum Requirements and Experience None ✓ n/a 20 t o 24 After Section 5 Tab Section 6 Conflicts of Interest Questionnaire Form 3 ✓ n/a 26 to 27 After Section 6 Tab Section 7 Method of Approach None ✓ n/a 29 t o 43 12 to 26 Section 8 Key Personnel None ✓ n/a 45 to 56 27 to 38 Section 9 Contractor's Representative None ✓ n/a 58 39 Section 10 Required Planning Documents None ✓ n/a 60 to 61 40 to 41 Section 11 Financial Statement None ✓ n/a 63 to 78 After Section 11 Tab Section 12 Financial Capacity None ✓ n/a 80 42 Section 13 Litigation, Regulatory Actions, and Payment of Liquidated Damages History Nono ✓ n/a 82 43 Section 14 Suspension or Debarment Form 4 ✓ n/a 84 After Section 14 Tab Section 15 RFP Submission Check list Form Forms ✓ n/a 86 After Section 15 Tab Section 16 Compliance Records None ✓ n/a 88 44 Section 19 Acknowledgement of Addenda Form6 ✓ n/a 90 to 92 After Section 19 Tab Section 20 Exceptions Form Form7 ✓ n/a 94 to 115 After Section 20 Tab Section 21 Non-Collusion Agreement Form8 ✓ n/a 117 After Section 21 Tab Section 22 All Other Forms (Forms 10.14) Forms 10.14 ✓ n/a 119 t o 125 After Section 22 Tab Price Proposal1 Form9 ✓ n/a Separate Attachment Sepa rate Envelope Notes: 1. Form 9 • Pnce Proposal must be submitted in a separate sealed envelope {or box) at the sa me time the RFP Submission ts submitted. Exhibit E -Page 86 of 149 Cftv •at Fort Wonh I RFP 22-0203 j Recycl ino Ploces.sin ;i S~r ices Exhibit E -Page 87 of 149 VII From time to time, WM Recycle America, L.L.C . (WMRA) receives notices and other communications from regulatory authorities with respect to our operations . However, in the past five years, WMRA, its subsidiaries and parent company's recycling facilities have not been subject to any fines, penalties, enforcement actions or warnings from public agencies with respect to operations in Texas. If you have further questions regarding WMRA's response, WMRA invites you to contact WMRA's in -house counsel, whose name and telephone number can be provided upon request . Printed on 1 00¼ rec ycJe d & re cycla ble paper 44 Exhib it E -Pa ge 88 of 14 9 FORM 6: ACKNOWLEDGEMENT OF ADDENDA Proposers shall acknowledge each addendum included in this RFP by f illing in the addenda number and checking the box to indicate they have received each addendum. Addendum Number Acknowledgement of Receipt of Addenda 1 RECEIVED RFP No. 22-0203 Recycimg Processing Serv1ees Page 79 of 117 Exhibit E -Page 90 of 149 FORT WORTH @ ADDENDUM TO REQUEST FOR PROPSALS No. 22-0203 Recycling Processing Services PURCHASING DIVISION ADDENDUM NO . 1 DATEISSUED:August30,2D22 REQUEST FOR PROPOSALS (RFP): 22-0203 BID OPENING DATE: Septembe r 15, 2022 (UNCHANGED) RFP No. 22-0203 , issued August 17 , 2022 , is hereby amended as follows : 1. Quest ions and Answers document is hereby incorporated , in full text, page 2 . All other terms and conditions remain unchanged . ~,.;,.,,,,.. (}~14, Cristina Camarillo BUYER ............................................................................... By the signature affixed below , Addendum No. 1 is hereby incorporated into and made part of the above referenced RFP . COMPANY NAME -J;J_ecycle America . L.L.C. SIGNATURE : _ ;;l.-,. NOTE : Company name and signature must be the same as on the original bid documents . Failure to return this form with your sealed bid may constitute grounds for reJection of your offer. Exhibit E -Page 91 of 149 Questions and Answers Q1. Is it requ ired to b id all 4 term opt ions? A1 . No , it Is not required to bid all four term options . Q2 . How do we get a list of ava ilable approved MWBE vendors? A2. You may obtain a listing of Business Equity F irms by completing the "Request for Listing of Certified Firms Form " located at the City of Fort Worth 's Business Equity Division website . htt ps://www.fortworthtexas .gov/d epartm ents/divers ity -inclusion/Qus iness-egu1t y 03. Wanted to see 1f this entails paper shredding services? A3 . No , th is bid does not enta il pape r shredd i ng serv ices . Q4 . For MWBE part1c1pation , must the company be pre -authorized by CFW as an approved vendor? A4 . No , vendors are not requ ired to be pre -authorized by CFW as an approved vendor . 05. Will we be disqual ified if we don 't meet 15 % goal requirement? A5 . The bidder would not be disqual ified if they do not meet the 15% as long as they can show that they demonstrated "Good Fa ith Effort" and subm it all the required documents . 06. We do recycling of all electron ics , data destruct ion , and liqu idat ion . Are our serv ices something that would match th is opportun ity? A6 . Those serv ices would not match this bid. Th is bid is spec ific to processing of curbs ide recycling material. RFP No . 22-0203 Recycl ing Processing Service , Addendum No . 1 Page 2 of 2 Exhib it E -Page 92 of 14 9 I I C ty oi Fa l WarU, I FP ~-0203 I Rec I 'n9 Procemng w Exhibit E -Page 93 of 149 FORM 7: EXCEPTIONS Proposer Name: WM Recycle America, L.L.C. List any exceptions to the RFP or draft cont ract in the table space provided on the following page . Proposers shall include the exception , a summary discuss ion of reasons for the exception , any proposed alternative language , the location in the RFP Submission where they are proposing the except ion , and any other information required pursuant to Section 4 .12 . Please see the following pages. If additional space is needed , include additional copies of this page. All Proposers MUST COMPLETE this page. RETURN with Proposal or Proposal will be considered NON-RESPONSIVE. Our proposal is submitted according to : X Proposed exceptions listed above OR _____ No exceptions RFP No. 22-020 3 Recycling Processing Se rv ices , Page 80 of 117 Ex hib it E -Pa ge 94 of 14 9 WM Recycle America LLC's ("WM") Exceptions to the City of Fort Worth's ("City") Request for Proposals for 22-0203 Recycling Processing Services ("RFP"); Form 7 September 15, 2022 WM's proposal in response to the City's RFP is conditioned on the following exceptions: 1. Rather than submit detailed exceptions to the City's RFP and draft Services Agreement, WM has included with its Proposal a draft Recycling Services Agreement that contains both acceptable language to WM as well as language from the City's RFP and City's Sample Agreement to which WM agrees. WM is willing to discuss and negotiate the language in its draft Agreement with the City to arrive a mutually acceptable final contract. WM's proposal is conditioned upon its Proposal , including WM's draft Agreement, these Exceptions, the parties ' entry into a mutually agreeable contract and WM Executive Vice Presidents and Fort Worth City Councils final approval. WM looks forward to the opportunity to work with the City of Fort Worth to provide quality recycling . . processmg services. Exhibit E -Page 95 of 149 WMRA-CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT RECYCLING SERVICES AGREEMENT THIS RECYCLING SERVICES AGREEMENT ("Agreement") is made as of ____ , 20_ by and between WM Recycle America, L.L.C. and its affiliates and s ub sidiaries (collectively , "Company"), with an office located at 800 Capitol Street, Suite 3000, Houston, TX 77002, and being a Delaware limited liability company, and the City of Fort Worth, Texas ("C ustomer" or "C ity"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager. Each party is individually referred to as "Party" and collectively referred to as "Parties." 1. TERM The term of the Agreement shall be for a period of __ U year(s), commencing ______ ("Initial Term") unless terminated as set forth below . Each party agrees to provide the other party with at least 180-days ' written notice before the expiration of the then -current term of its int ent to renew the Agreement. The Initial Term and any s ub sequent Renewal Term of this Agreement are known collectively as the "Contract Term." 2. GENERAL DESCRIPTION OF DOCUMENTS AND SERVICES A. For the consideration set forth below, Company agrees to provide single-stream recycling processing services for the Customer 's residential recycling routes (the Services). The Services shall be performed in a good and workmanlike manner. B. This Agreement shall be comprised of the following documents: a. This Agreement and all of its exhibits or attachments ("Contract"); b. Company's proposal (the "Proposa l"); c. City's Request for Proposals for 22-0203 Recycling Processing Services ("RFP") In the case of any conflict among the language in the Contract, the Proposal, and/or the RFP, the terms and the conditions in this Contract shall control and take precedence. 3. DEFINITIONS a. "A pplicable Law" means any law, regulation, requirement, or order of any Federal, State or local agency , court or other domestic or foreign governmental body , or interpretation thereof by any court or administrative agency of competent jurisdiction, and requirements of all permits, licenses, and governmental approvals applicable to the acquisition, design, construction, equipping, testing, financing, ownership, possession , or operation of Designated Facilities and performance under this Agreement. b. "Blended Value" or "BV" is the total weighted value per Ton of each Recyclable and Non- Recyclable component (including negatively -valued Recyclables and transfer and disposal costs of Residue) for the Single Stream Materials delivered by or on behalf of Customer to the Designated Facility as further described in Exhibit B. c. "Co mposition Audit" means the basis upon w hich Single Stream Materials delivered to the Designated Facility are measured to determine the percentage of each Recyclable, Non- Recyclable, and Residual component delivered by or on behalf of Customer as further described in Exhibit B . d . "C PI" means the Consumer Price Index, series CUSR0000SEHG02 CPI-U Garbage & Trash Co llection Services, US City Average , not seasonally adjusted , as published by the United States Department of Labor, Bureau of Labor Statistics. e. "Customer" means the City of Fort Worth , Texas and any persons or entities authorized by the City to collect and transport Recyclables collected from residential units within the City. 1 Exhibit E -Page 96 of 149 WMRA-CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT if. "Customer's __ Share" -To be inserted once the Cit, selects one of WMRA 's ro 'Josed formulas. g. "Designated Facility" or "Designated Facilities" means Company's Single Stream Materials operation facility located at 1923 Meridian Street, Arlington, Texas, or another such facility to be constructed by Company, which receives , separates, and proce sses Single Stream Materials into marketable commodities. h. "Designated Holidays" are New Year's Day, Thanksgiving Day and Christmas Day. 1. Disposal Facility shall mean a sanitary landfill or other so lid waste di s po sal facility permitted by the Texas Commission on Environmental Quality and/or other applicable regulatory agency with jurisdiction and utilized for the receipt or final disposition of solid waste generated within the City. j. "Excluded Materials" means radioactive, volatile, corrosive, flammable , explosive, biomedical, infectious, biohazardous or toxic substance or material , or regulated medical or hazardous waste as defined by , characterized or listed under applicable federal , state, or local laws or regulations, and/or any other waste not approved in writing by Company. k. "Load(s)" means all materials in a vehicle hauled to the Designated Facility for unloading and processing under this Agreement. I. "Net Value" means the amount paid to Customer by Company (or owed by Customer to Company) calculated as set forth on Exhibit C. m . "Non-Recyclables" means any materials in the Single Stream Materials that are not Recyclables as set forth in Exhibit A. n. "Processing Fee" means the compensation per Ton for costs incurred by Company to prepare Recyclables for end markets , i.e ., those actions necessary to render Recyclables acceptable to end markets and /or designated buyers. o. "Public Education Fee" shall mean the fee provided by Company to the Customer to be used for education and outreach to ensure that residents within the City limits understand the materials that are Recyclables and Non-Recyclables and follow the recycling guidelines and specifications for the efficient provision of the Services hereunder. p. "Receiving Hours" means the regularly-scheduled hours of operation for the Designated Facility q. "Recovered Materials" means Recyclables that have been segregated and baled for sale. r. "Recyclables " means acceptable materials contained within the Single Stream Materials as set forth and further defined in Exhibit A. s. "Residue" or "Residual" means (i) material that cannot be safely or effectively processed, (ii) material that , after processing, cannot be effectively marketed for sale in its current state, and/or (iii) Non-Recyclables , each of which will be dispo se d. t. "Single Stream Materials" means all Customer's materials delivered to Company 's Designated Facility containing Recyclables and Non-Recyclables . u. "Small Hauler" means a hauler that collects Recyclables within the City's corporate limits and 2 Exhibit E -Page 97 of 149 WMRA-CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT may be allowed to unload its materials for handling by Company at the Designated Facility. v. "Specifications" means the description of the Single Stream Materials as set forth in Exhibit A. w. Storm Event s hall 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 x . "T on " means 2 ,000 pounds. y. Unaccepted Load shall mean a load of material delivered to the Delivery Facility, by or on behalf of the Customer, any Small Hauler, or any other source collected within the City, that contains more than thirty (30) percent Non-Recyclables. Excluded Materials are automatically unacceptable at any concentration or percentage of a Load. z. Uncontrollable Circumstances includes "unanticipated events," and shal l 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 di st urbance 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: a. in so lvency or inability to pay any amount; b. in abi lity to obtain any letter of credit, surety bond , payment or performance bond or any other security required by this Contract; c. a public or private labor dispute relating to the collection, transportation or disposal of Solid Waste. 4. TERMINATION RIGHTS: a. 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 Company 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 potiions of the payments herein agreed upon for which funds have been appropriated . b. Default. When a Party 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 Party 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. c. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the termination date, City will pay Company for services actually rendered up to the effective date of 3 Exhibit E -Page 98 of 149 WMRA-CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT termination and Company will continue to provide City with services in accordance with this Agreement up to the effective date of termination, unless otherwise mutually agreed. 5. QUANTITY AND QUALITY: a. Exclusivity. During the term of the Agreement, Customer shall provide one hundred percent (100%) of the Single Stream Materials collected by or on behalf of Customer, and Company shall receive the Single Stream Materials. Customer shall not divert , retract, or withdraw, or discontinue collection of any material listed as a Recyclable in Exhibit A unless Customer and Company mutually agree to such action. Customer and Company shal I not allow scavenging of any Recyclables from the Single Stream Materials. Any additions to the list of acceptable Recyclables in Exh ibit A will require the mutual agreement of Customer and Company. b. Title. Customer represents and agrees that it shall provide and deliver the Single Stream Materials in accordance with the Specifications set forth in Exhibit A. Title to Recyclables provided by Customer or its designated hauler(s) to Company is transferred to Company upon Company's receipt or collection unless otherwise provided in this Agreement or Applicable Law. Title to and liability for Excluded Materials shall remain with Customer or the generator of the material at all times. c. Composition Audits. Composition Audits shall be performed by Company in accordance with Exhibit ~ on Single Stream Materials delivered to the Designated Facility by or on behalf of Customer in order to identify the overall material composition and associated Blended Value. d . Privacy Protected Information. This Agreement does not include and Company is not providing any confidential or secure shredding or handling of confidential information that may be contained in, on, or within the Single Stream Materials. Documents , data, or materials that contain confidential or private information, the destruction or management of which is regulated by state or federal privacy or data security laws, regulations , or rules , such as the Health Insurance Portability and Accountability Act of 1996, as amended, are not to be deposited for recycling under this Agreement. e. Small Haulers. Company may accept and process Recyclables collected and delivered to the Designated Facility by Small Haulers ; however, the pricing agreed to and set forth in this Agreement and its exhibits is not available to such Small Haulers or other sources within the City or any other party delivering Single Stream Materials to the Designated Facility , other than the City and its residential recyclables collection contractor. 6. DELIVERIES a . Delivery Hours. Customer and/or its contractor shall deliver Single Stream Materials collected at Customer's expense to the Designated Facility during Receiving Hours. All Single Stream Materials must be delivered in self-dumping trucks and will be weighed in and out by Company at the Designated Facility. Company shall prioritize the unloading of Single Stream Materials delivered under this Agreement and Company is responsible for providing sufficient capacity at the Designated Facility to process all Recyclables delivered under this Agreement. The Designated Facility will accept materials under this Agreement during reasonable operating hours , typically Monday through Friday, 7:00 a.m. to 6:00 p.m. central standard time and Saturday, 8 a.m . to noon , unless the parties otherwise mutually agree in writing. b. Vehicle Access. Company will provide safe and efficient access to vehicles delivering materials to the Designated Facility under this Agreement including minimizing support structures in the tipping area . The Designated Facility shall contain : (1) minimum clearance of doors of twenty-six (26) feet high ; 4 Exhibit E -Page 99 of 149 WMRA-CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT (2) minimum space to accommodate at least two (2) collection Vehicle s simu ltaneo usly 1, and; (3) minimum clearance within tipping area of thirty (30) feet high . c. Priority Access and Vehicle Turnaround Time. The Company s hall operate the Designated Facility to maintain a daily average Customer vehicle turnaround time of twenty (20) minute s or le ss for all vehicles delivering Single Stream Materials by or on behal f of the City. The Company shall provide priority access to all Vehicles delivering materials by or on behalf of the City to achieve the daily average Vehicle turnaround times. Vehicle turnaround time will be calculated from the arrival of a Vehicle delivering material s by or on behalf of the City arrival at the Delivery Facility scale to departure of such Vehicle from the scalehouse . The Company shall be required to provide a Traffic Plan for the Delivery Faci lity to the City for approval. The plan should address the requirements of this section. In addition, the Delivery Facility Traffic Plan shall, at a minimum , show (1) The flow of traffic for vehicles entering and exiting the Delivery Facility. (2) Illustrate the queuing area on the site for vehicles waiting to unload . (3) Describe the number and type of vehicles that can simultaneously unload. (4) Identify the procedures for providing priority access to Vehicles delivering materials by or on behalf of the City. (5) Discuss how the Company will plan for and accommodate peak periods and describe how the Company will plan for and accommodate inspections of loads while maintaining the daily average Vehicle turnaround time. d. Holidays . The Designated Facility is not required to provide Services on the Holidays. Holidays may only be deleted upon the mutual written agreement of Company and City. During the calendar week in which a Holiday occurs, the Company shall cooperate w ith the City to review their operating schedule to accommodate City or City's contractors deliveries of Single Stream Materials. 7. DESIGNATED FACILITY STANDARDS a. Scales. Company shall provide certified scales for weighing Customer's Single Stream Materials delivered to the Designated Facility. Scales shall be regularly calibrated as required by Appl ic able Law. Upon request from the Customer, Company shall make avai lable to Customer on a monthly basis weight tickets for each load of Single Stream Materials delivered by Customer or on its behalf. b. Exc luded Materials. Excluded Materials are automaticall y unacceptable at any concentration or percentage of a Load. If Excluded Materials are delivered to the Facility by or on behalf of Customer, Company, in its sole discretion , may reject the entire load, or separately contain , set aside , segregate, isolate and manage such Exc luded Materials as required by Applicable Law. Customer wi ll be notified promptly by phone or email of the location, general character and amount of such Excluded Materials , and Customer will have no more than four ( 4) hours from receiving notification to arrive at the Facility to view the Excluded Materials. If Customer indicates it will send a representative to the Faci li ty within 4 hours , Company agrees not to remove the Excl uded Materials from the Fac ility until after the representative arrives and views the Exc luded Materials . If requested by Company, Customer must remove within 24 hours of notification , or cause to be removed , such Excluded Materials from the Designated Facility and shall transpo1i and dispose of or shall cause such Excluded Materials to be transported and disposed , in accordance with Applicable Law. If Customer fails to timely remove such Excluded Materials, Company may, after providing verbal or written notice to Customer, transport and dispose of such Excluded Materials and charge the costs thereof to Customer. 1 The new MRF to be constructed by WM, as further set out in WM's proposal , will have space to accommodate at least 3 collection vehicles simultaneous ly. 5 Exhibit E -Page 100 of 149 WMRA-CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT c. Residue and Recyclables Marketability. Company shall recycle the Recyclables for reuse and, provided there is a commercially reasonable available market for such material , shall not dispose of any Recyclables, except Residue. Company makes no representations as to the marketability of the Recyclables and may dispose of Recyclable s when no reasonable commercial market exists. Company shall provide Customer with written notice no more than fourteen (14) days after the decision is made to begin disposing of a Recyclable due to market conditions along with information and /or documentation s ub stantiat ing s uch decision. Should no commercially reasonable available market for a Recyclable exist, suc h Recyclable shall be classified as a Non-Recyclable until such time as a commercially reasonable available market exists. Company re serves the ri ght to add or delete materials from the list of Recyclables based upon changes in market conditions, Uncontrollable Circumstances, governmental restraint, or changes in law s, rules, regulations, or ordinances, or changes in the enforcement thereof, and Company will provide written notice of any such change to the Customer. d . Processing Requirement. Unless otherwise stated in this Agreement, Company shall utilize processing subsystems at the Designated Facility capable of processing a minimum of 95% of Recyclables into Recovered Materials on a monthly basis . The Company may dispose of Residue at the Southeast Landfill at no cost to the Company. e. Storage of Materials, Litter, Noise. Company shall store material received under this Agreement, both incoming and processed, to prevent degradation of such materials from exposure to sun and weather, prevent negative impact to maneuvering of Vehicles in the facility, and promote the safety of persons at the Designated Facility, as applicable. All incoming materials and processed materials, including bales shall be stored in compliance with all applicable regulatory and environmental laws and regulations, and managed in such a manner to minimize complaints from areas outside the Designate d Facility, and do not negatively impact the quality or value of material. The Company shall maintain adequate open (e.g. free of pre-processed Recyclables) tipping floor space at all times for vehicles unloading materials pursuant to this Agreement to do so in a safe and timely manner as otherwise set out in this Agreement. Company will conduct its operations at the Designated Facility in a manner that helps minimize or prevent noise , litter, and odors as required under Applicable Laws. f. Standard of Care. Company shall provide its services hereunder and take reasonable care to operate its Designated Facility in accordance with standard industry practices . g. Personnel Standards. Company shall furnish qualified employees to provide the Services requires in a manner that complies with applicable health and safety standards required by Applicable Laws. All equipment operators shall be trained and qualified in the operation of the equipment at the Designated Facility and shall valid licenses to do so. Company shall provide operations and safety training for its employees who use or operate equipment or machinery located on the Designated Facility premises. All Company employees shall be uniformed while providing Services hereunder. h. Location. The Designated Facility will be located within twenty (20) road miles from the intersection of Interstate 30 and Interstate 35. Company agrees to maintain the proposed Designated Facility(ies) location for the duration of the Agreement term unless a different location or facility is approved by the City in writing. 8. UNACCEPTED LOADS The Company has the right to reject any Unaccepted Load of material delivered by or on behalf of the City, any Small Hauler, or any other source collected within the City by designating the load as Unacceptable Load. The Company shall reject such load prior to the departure of the Vehicle that delivers such Unaccepted Load from the Designated Facility. Except as may be otherwise allowed under 6 Exhibit E -Page 101 of 149 WMRA-CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT this Agreement, the Company may not designate a load as an Unaccepted Load for any other reason unless mutually agreed upon in writing by the City, Small Hauler, or the other delivery source within the City and the Company. For any Unaccepted Load , the Company must provide written notice of the Unaccepted Load, prior to the delivering vehicle departing the Designated Facility, to: (i) the driver of the vehicle and the Authorized City Representative if the load is delivered by or on behalf of the City; or (ii) the driver of the Vehicle if the load is delivered by a Small Hauler or other source within the City. In addition , the Company must maintain the Unaccepted Load separately from other material to afford the Authorized City Representative, Small Hauler, or other source from within the City the opportunity to inspect the load. The Customer, Small Hauler, or other source from within the City will have no more than four ( 4) hours or until the end of the work day at the Designated Facility, whichever is shorter, from receiving notification from Company to arrive at the Designated Facility to view the Unaccepted Load if it chooses to do so . If the Customer, Small Hauler, or other source does not promptly advise Company that it will send a representative to the Designated Facility within allowed timeframe, Company has the right to handle or manage the Unaccepted Load at its discretion, including, but not limited to, loading, transporting and disposing of the contents of the Unaccepted Load at the City-owned Southeast Landfill or other Disposal Facility. For all Unaccepted Loads delivered by or on behalf of the City, the Company agrees to dispose of the Unaccepted Load as follows: (i) at the City-owned Southeast Landfill, at no cost to the Company; or (ii) at another disposal site authorized to dispose of such waste, and charge the City the value of the fee incurred for disposal For all Unaccepted Loads delivered by a Small Hauler or other source from within the City, the Company shall dispose of the Unaccepted Load at any disposal site authorized to dispose of such waste. The Company may charge the Small Hauler or other source the charge for handling and disposal or may charge the person or company delivering the Unaccepted Load a fee based on the incoming net weight of the Unaccepted Load as reported by the scale at the Designated Facility. 9. PRICING/PAYMENTS/CHARGES a. Payments and charges to Customer shall be calculated as set forth on Exhibit B. Where the Net Value of the Single Stream Recyclables is positive, Company shall pay Customer on or about the last day of the month following delivery for those Single Stream Recyclables meeting the Specifications delivered during the preceding month. Where the Net Value is negative , the following will apply: i. Customer shall not be required to pay such negative value until thirty (30) days after the end of its fiscal year on September 30, subject to its repayment obligation set forth in Section ii below, provided however that any amounts owed to Company upon termination or expiration of this Agreement shall be paid by Customer not later than thirty (30) days after such expiration or termination. As an example, if the Net Value is negative in January 2023 , such amount will be payable not later than October 31 , 2023. Customer agrees to pay a late fee on any past due negative value balance not paid by October 30 of the then current year at a rate of 2.5% per month or, if less, the maximum rate allowed by law. ii. Notwithstanding the foregoing , where a negative Net Value is owed to Company, Company may deduct such negative Net Value from any positive Net Value owed to Customer in subsequent months. 7 Exhibit E-Page 102 of 149 WMRA-CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT b. Annual CPI Adjustment. Commencing on the first anniversary of the effective date of his Agreement and on each subsequent anniversary date thereafter (the "Adjustment Date"), the Processing Fee and any other charges set forth in Exhibit B, as adjusted hereunder, shall be automatically increased by the same percentage increase in the Consumer Price Index, series CUSR0000SEHG02 CPI-U Garbage & Trash Collection Services , US City Average, not seasonally adjusted , as published by the United States Department of Labor, Bureau of Labor Statistics ("CPI "). The CPI adjustment will be calculated using the change in the 12-month annual average of monthly CPI index values between the insert month to insert month period of the year immediately prior to the adjustment date , and the insert month to insert month period of the year before. Adjustments to the Company's Processing Fee and any other charges shall be made in units of one cent ($0.01). Fractions less than one cent ($0.01) shall not be considered when making adjustments. The annual CPI percentage adjustment shall also be applied to the Education Fee payment. c. Liquidated Damages. Language to be negotiated and mutually agreed upon by the parties. 10. PUBLIC EDUCATION AND OUTREACH Customer agree s to use reasonable efforts to inform its residents of the quality requirements hereunder and to enforce the standards and Specifications for acceptance of Single Stream Materials. Company agrees to make an annual public education payment to the Customer of $ ___ for each ton of Recyclables received from the Customer and processed by the Company at the Designated Facility. The first annual payment will be made by _________ for the ______ , 20 _ to _______ , 20 __ time period. Thereafter, each annual payment will be made no later than _______ annually. The Customer agrees to use this public education fee shall be used for public education and outreach efforts related to the Single Stream Materials recycling program reflected in this Agreement. 11. INDEMNIFICATION/LIMIT OF LIABILITY: Company agrees to indemnify , defend , and hold harmless Customer, its employees , agents and officials from any and all claims, liability , losses or expenses resulting from any accidents, injuries or damages to persons or properties, suits or demands including reasonable attorney fees which may be made against the Customer, its employees, agents or officials to the extent caused by Company's negligent act or omission or willful misconduct, or breach of this Agreement. Company's indemnification obligations will not apply to occurrences involving Excluded Materials delivered by or on behalf of Customer. Neither party shall be liable to the other for consequential , indirect, special , incidental or punitive damages arising out of the performance or breach of this Agreement. 12. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Company 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 Customer. Subject to and in accordance with the conditions and provisions of this Agreement, Company 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. Company acknowledges that the doctrine of respondeat superior will not apply as between Customer, its officers, agents , servants and employees, and Company , its officers, agents , employees, servants, contractors, and subcontractors. Company further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between Customer and Company. It is further understood that Customer will in no way be considered a Co-employer or a Joint employer of Company or any officers, agents , servants, employees, contractors, or subcontractors. Neither Company, nor any officers , agents, 8 Exhibit E -Page 103 of 149 WMRA-CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT servants, employees, contractors , or subcontractors of Company will be entitled to any employment benefits from Customer. Company will be responsible and liable for any and all payment and reporting of taxe s on behalf of itself, and any of its officers, agents, se rvants, employees , contractors, or subcontractors. 13. ASSIGNMENT AND SUBCONTRACTING (a) Assignment. Company will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of Customer. If Customer grants consent to an assignment , the assignee will execute a written agreement with Customer and Company under which the assignee agrees to be bound by the dutie s and obligations of Company under this Agreement. Company will be liable for all obligations of Company under this Agreement prior to the effective date of the assignment. (b) Subcontract. If Customer grants consent to a subcontract, the subcontractor will execute a written agreement with Company referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Company under this Agreement as such duties and obligations may apply. Company must provide Customer with a fully executed copy of any such subcontract. 14. INSURANCE Company must provide Customer 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: Coverage and Limits: (a) Commercial General Liability: $1 ,000,000 -Each Occurrence $2,000,000 -Aggregate (b) Automobile Liability: $1,000,000 -Each occurrence on a combined single limit basis (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 (d) Employers ' liability $100,000 -Bodily Injury by accident ; each accident/occurrence $ I 00,000 -Bodily Injury by disease; each employee $500 ,000 -Bodily Injury by disease; policy limit .{{l General Requirements i.The commercial general liability and automobile liability policies must name Customer as an additional insured thereon, as its interests may appear. The term Customer includes its employees , officers, officials, agents , and volunteers in respect to the contracted services. ii.The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of Customer. iii.A minimum of Thirty (30) days' notice of cancellation of coverage must be provided to Customer. Ten (JO) 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 9 Exhibit E -Page 104 of 149 WMRA-CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT Street, Fort Worth, Texas 76102 , with copies to the Fort Worth City Attorney at the same address . iv.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. v.Any failure on the pa11 of Customer to reque st required insurance documentation will not constitute a waiver of the insurance requirement. vi.Certificates of Insurance evidencing that Company has obtained all required insurance will be delivered to the Customer prior to Company proceeding with any work pursuant to this Agreement. 15. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS Company 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 Customer notifies Company of any violation of such laws , ordinances , rules or regulations , Company must immediately desist from and correct the violation . 16. RECORDKEEPING/REPORTING REQUIREMENTS The Company shall create and maintain records as required by Applicable Law. Company is not required to provide confidential or proprietary information in any written report to the City. Company shall prepare reports or information reasonably necessary to: 1. Document actions taken as a part of any Transition Plan . A monthly summary shall also be submitted to the City. 2. Document actions taken as part of any Contingency Plan in accordance with the Agreement. 3. Provide a list of Company's key personnel and any subcontractors to Company involved in the performance of the Agreement Services. 4 . Document employee and subcontractor training by description of training, date of training , time of training , and name of training instructor. A monthly summary shall also be submitted to the City. 5 . Inform the Authorized City Representative of any change in Company's contact name or address within 15 days of such occun-ence . 6 . Acquire written consent from the City for any subcontractor(s) to be used to complete any portion of the Services Company agrees to perform under this Agreement. Written qualifications of a subcontractor must be provided to the City prior to the start of subcontractor's work under the Agreement. 7. Report any damage to City-owned or private property caused by Company as a result of performing its Services within 48-hours of becoming aware of damage occurring. 8. Keep tonnage records of Single Stream Materials received from the City or on its behalf on a daily, weekly, cumulative monthly , and cumulative annual basis , and make available to the City upon request. The report format shall be approved by the City. The Company shall submit all required monthly reports to the City within ten (10) calendar days following the end of each calendar month and all annual reports to the Authorized City Representative thirty days following the Agreement year end. The Company shall submit all reports in electronic (e.g., Excel, delimited text files) format approved by the Authorized City 10 Exhibit E -Page 105 of 149 WMRA -CONFIDENTIAL AND PROPRIETARY DRAFT AGREEMENT Representative . The Company must retain all records related to the Agreement for the duration of the term and a period of five (5) years following expiration and/or termination of the Agreement. 9. Document loads delivered under this Agreement by time delivered to Designated Facility, tonnage of material delivered , Unaccepted Loads by weight and date collected, and other information as requested by City . A monthly and annual summary shall also be submitted to City. 10 . Document characterization audit , including tonnages by commodity that align with invoice requirements. A monthly summary shall also be submitted to the City. 11 . Company shall submit a monthly and annual summary of Unaccepted Loads delivered by the City or the City's authorized contractor to the Designated Facility. 12. Provide a Traffic Plan for the Delivery Facility to the City. 13 . Prepare a Facility Operating and Business Plan for approval by the Authorized City Representative . The Facility Operating and Business Plan shall cover specific situations in which the City and/or and City 's Residential Collection Services Contractor may need to access the Designated Facility. 17. CONTINGENCY PLAN Within ninety (90) days of the effective date of this Agreement, the Company shall submit a Contingency Plan to the Authorized City Representative for approval. The Contingency Plan must show the Company's arrangements to provide equipment or personnel to perform the Services and to maintain uninterrupted Services during mechanical breakdowns , if reasonably possible and maintaining the Services complies with safety, health and other Applicable Laws. 18. TRANSITION PLAN The Company shall cooperate fully and timely with the City and any previous and subsequent provider in any transition of the Services described herein. The Company shall cooperate fully with the City, and indicate their capability of supporting the City in: (1) The transition to the Company providing Service upon the CommencementDate. (2) The transition from the Company to a subsequent contractor or the City providing Services upon expiration of this Agreement. If the Company fails to fully and completely transition in accordance with its Transition Plan, and the failure is caused by the Company's negligent or willful acts or omissions, the City may engage the Services of another provider to fully and completely transition in accordance with the Transition Plan and receive reimbursement for such costs from the Company. 19. PERFORMANCE BOND Company agrees to make, execute and deliver to the City a performance bond to secure the full, complete and faithful performance of the terms and conditions. Such letter or credit or performance bond shall be in an amount based on twelve ( 12) months projected fees and shall be renewed each year thereafter throughout the term of this Agreement. The performance bond shall be signed by an authorized representative of the Company. The surety shall be a surety company duly authorized to do business in the State of Texas; having an "A" or better rating by A. M. Best or Standard and Poors ; included on the list of surety companies approved by the Treasurer of the United States of America; and acceptable to the Company and the City. 20. CITY'S RESPONSIBILITIES The City agrees to fulfill the following responsibilities as they relate directly to this Agreement: (1) Designate the Authorized City Representative to provide timely direction to the Company and render timely City decisions . 11 Exhibit E -Page 106 of 149 WMRA DRAFT -CONFIDENTIAL AND PROPRIETARY (2) Timely review and respond, if nece ssary, to reports submitted byCompany. (3) Make timely payments to Company pursuant to the language in this Agreement. (4 ) Provide educational programs and material as determined by the Authorized City Representative to the City's residents to educate residential customers on the proper way(s) minimize contamination or residue. (5) Provide to the Company an invoice stating the actual cost ofrepairing orreplacing City-owned property to the extent damages by Company. (6) Develop and implement performance incentives as set forth in the Agreement. (7) Provide staff to assist with any audits, ifrequired, by the Agreement. 21. NON-DISCRIMINATION COVENANT . Company, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Company'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 COMPANY, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESS ORS IN INTEREST, COMPANY AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CUSTOMER AND HOLD CUSTOMER HARMLESS FROM SUCH CLAIM. 22. 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 , re g istered, return receipt requested, addressed as follows: To CITY: To COMPANY: City of Fort Worth ' Attn: Assista nt City Manager I I UI ~ 200 Texas Street Fort Worth, TX 76102-6314 Facs im il e: (81 7) 392-8654 Facsimile: W ith copy to Fort Worth City Attorney's Office at same ad dress 23 . GOVERNMENTAL POWERS . It is understood and agreed that by execution of this Agreement, Customer does not waive or surrender any of its governmental powers or immunities. 24. NO WAIVER. The failure of Customer or Company 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 Customer's or Company's respective right to insist upon appropriate performance or to assert any such right on any future 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 tothis 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 12 Exhibit E -Page 107 of 149 WMRA DRAFT -CONFIDENTIAL AND PROPRIETARY 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 remainjng provisions will not in any way be affected or impaired. 27. FORCEMAJEURE. Customer and Company will exercise their best efforts to meet their respective duties and obligations as set forth in thls 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 prohlbitions 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 Customer in its sole discretion. The notice required by thls section must be addressed and delivered in accordance with the notice provision in thls Agreement. 28. HEADINGS NOT CONTROLLING. Headings and titles used in thls Agreement are for reference purposes only, will not be deemed a part ofthls Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 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 Exhibits A , B , and C. 30. AMENDMENTS I MODIFICATIONS/ EXTENSIONS. No amendment, modification, or extension of thls 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. lL COUNTERPARTS. 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. COMPANY REPRESENTATIONS REGARDING THE SERVICES. Company represents and agrees that its services will be of a rugh quality and conform to generally prevailing industry standards . Customer must give written notice of any Company alleged breach of this section witrun thirty (30) days from the date that the Services are perfonned. In the event of a claimed breach by the City, at Company's option , Company will either (a) use commercially reasonable efforts to re-perform the services in a 13 Exhibit E -Page 108 of 149 WMRA DRAFT -CONFIDENTIAL AND PROPRIETARY manner that conforms with Company's representations, or (b) refund the fees paid by Customer to Company for the nonconforming services. 33. IMMIGRATION NATIONALITY ACT. Company 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 Customer, Company will provide Customer with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Company 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 Company employee who is not legally eligible to perform such services . COMPANY WILL INDEMNIFY CUSTOME R AND HOLD CUSTOMER HARMLESS FROM ANY PENAL TIES, LIABILITIES , OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY COMPANY, COMPANY'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS , OR AGENTS. Customer, upon written notice to Company , will have the right to immediately terminate this Agreement for violations of this provision by Company. 34. SIGNATURE AUTHORITY. 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 Company. Each party is fully entitled to rely on the s e warranties and representations in entering into this Agreement or any amendment hereto. 35 . CHANGE IN COMPANY NAME OR OWNERSHIP. Company must notify Customer's Purchasing Manager, in writing, of a company name , ownership, or address change for the purpose of maintaining updated Customer records. The president of Company 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 BOYCOTT OF ISRAEL. If Company has fewer than 10 employees or this Agreement is for less than $100,000 , this section does not apply. Company acknowledges that in accordance with Chapter 2271 of the Texas Government Code , the Customer 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: (I) 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, Company certifies that Company's signature provides written verification to the Customer that Company: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 37. PROHIBITION ON BOYCOTTING ENERGY COMPANIES. Company acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021 , 87th Leg., R.S., S.B. 13, § 2 , the Customer 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 Customer with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021 , 87th 14 Exhibit E -Page 109 of 149 WMRA DRAFT -CONFIDENTIAL AND PROPRIETARY Leg., R.S., S.B. 13 , § 2. To the extent that Chapter 2274 of the Government Code is applicable to thi s Agreement, by signing this Agreement, Company certifies that Company's signature provide s written verification to the Customer that Company: (1) doe s not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 38. PROIDBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Company acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19 , § 1, the Customer 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 Customer with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy , guidance, or directive that di scriminates against a firearm entity or firearm trade association; and (2) will not di sc riminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate ," "firearm entity" and "firearm trade association" have the meaning ascribed to tho se terms by Chapter 2274 of the Texas Government Code , as added by Acts 2021, 87th Leg., R.S., S.B . 19 , § I. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing thi s Agreement, Company certifies that Company's signature provides written verification to the Customer that Company: (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 ofthis Agreement. J.2. 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 ori g inal signature.For these purpo ses, "electronic s ignature" means electronically scanned and transmitted versions ( e.g. via pdf file or facs imile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. ill. ENTIRETY AND CONSTRUCTION OF AGREEMENT. This Agreement, including all attachments and exhibits , contains the entire understanding and agreement between Customer and Company, 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. Each party has cooperated in the drafting and preparation of this Agreement and /or has had the opportunity to consult with legal counsel in regard to its term s and conditions. In any construction or interpretation of this Agreement, the same shall not be construed against any party. 15 Exhibit E -Page 11 a of 149 WMRA DRAFT -CONFIDENTIAL AND PROPRIETARY In Witness Whereof, the Parties hereto have executed this Agreement in multiples . By: Name Title: Assistant City Manager Date: _____ _, 20 By: Name: Title: By: Name City COMPANY: By: Name: Title: Date: , 20 ------ CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including Pn~mrinu ~II nPrform~nl'P ~nrl rpnortinu By: Name Title: By: Name: Title: Assistant City Attorney 16 Exhibit E -Page 111 of 149 WMRA DRAFT -CONFIDENTIAL AND PROPRIETARY EXHIBIT A SINGLE STREAM MATERIALS SPECIFICATIONS RECYCLABLE MATERIALS must be dry loose (not baaaed) unshredded empty , and include ONLY the fo ll owinq : Aluminum cans Newspaper PET bottles with th e svmbo l #1 -with screw taos o nlv Mixed Paoer HOPE plastic bottles with the symbol #2 (m il k, wa ter bottles Un coated paperboard (ex . cerea l boxes ; food and snack boxes) deteraent, and shamooo bottles , etc.) PP plastic bottles and tubs with sym bo l # 5 Uncoated printinq , writinq and office paper Steel and tin ca ns Old corruaa ted cardboard (uncoated) G lass food and beveraae containers -brown , clear, or areen Maaazines , alossy inserts and pamphlets Mixed Plastics #3 , 4, 6 , 7 Rig id Plastics Aseotic beveraae conta iners Household scrap metal Plastic fi lm and plastic baqs NON-RECYCLABLES in clude but are not limited to the fo llowina· Baqqed materials (e ve n if co ntain ing Recyclables) Microwavable trays Porce lain and ceramics Mirrors , window or auto ala ss Light bulbs Coa ted ca rdbo ard Soi led paper, including paper plates, cups and pizza Plasti cs not li sted above , in clud ing but not lim ited to unnumbered plastics , boxes includina utensils Expanded polystyrene Coat hanaers G lass and metal cookware /bakeware Household aooliances and electronics Hoses , cords, wires Yard waste, construction debris , and wood Multi-laminated materials Need les , syrinqes , IV bags or other medical s up plies Food waste and li quids , containers conta ining such Textiles , cloth , or any fabric (bedding, pillows , sheets , etc.) items Excluded Materials or containers which co ntain ed Napk in s, paper towels, tissue , paper plates , and paper cups Excluded Materials Any paper Recyclables or pieces of paper Recyclables Propane tanks , fuel cannisters less than 4" in siz e in any dimension Batteries DELIVERY SPECIFICATIONS: Material delivered by or on behalf of Customer or from Small Haulers may not contain Non-Recyclables or Excluded Materials . Company makes no representations as to the marketability of the Recyclables and may dispose of Recyclables when no reasonable commercial market exists . Company shall provide Customer w ith written notice no more than fourteen (14) days after the decision is made to begin d isposing of a Recyclable due to market conditions along with informat ion and/or documentation substantiating such decision. Should no commercially reasonable available market for a Recyclable exist , such Recyclable shall be classified as a Non-Recyclable , until such time as a commercially reasonable available market exists. Mutual agreement by both Company and Customer will be necessary to add new materials as Recyclables . • 17 Exhibit E -Page 11 2 of 14 9 WMRA DRAFT -CONFIDENTIAL AND PROPRIETARY EXHIBIT B BLENDED VALUE See Form(s) 9.4 titled Recycling Processing Services (10-year term) included in WMRA's Proposal in response to the RFP. The final language inserted in Exhibit B shall be based upon the option selected by the City. 18 Exhibit E -Page 113 of 149 WMRA DRAFT -CONFIDENTIAL AND PROPRIETARY EXHIBIT C -COMPOSITION AUDITS The Company shall conduct Single Stream Materials' composition audits at its expense in accordance with the following: 1. Each audit will be monitored by both the Company and the City. 2. Audits will be conducted twice per year, at Company's expense. Such audits will not be conducted immediately after a holiday or during inclem ent weather. 3. Unless agreed to in writing by the City, the City and the Company shall agree on an audit date at least a minimum of thirty (30) calendar days in advance. Company will empty the sort line , bunkers , and balers in advance of the scheduled audit, and will ensure that there are sufficient personnel available to perform the sorting. 4. The MRF 's scales, including the vehicle and baler scales, shall be calibrated within twenty-five (25) calendar days of the audit taking place. The Company shall provide documentation to the City of the scales calibration. 5. The City and the Company will agree to the description of each Recyclable s' commodity in advance of the audit in written form. 6. Prior to each audit, the Company will provide tonnage data on the curbside single-stream recycling program by collection day for the preceding six (6) months . 7. The audit will be conducted based on ten percent (10.00%) of the average weekly tonnage over the last six months from the Curbside Single-Stream Recycling Program. 8. The overall tonnage to be included in the audit will be di stributed proportionately amongst the City collection days based on the average weekly tonnage over the preceding six (6) months from the Curbside Single-Stream Recycling Program. 9. The following procedure will be used for route selection: The City and the Company will agree upon a day to randomly draw routes from each collection day , and such date shall be no earlier than eight (8) calendar days before the date of the scheduled audit. Each collection district will have two jars containing their routes that are divided into the top 50 percentile and the lower 50 percentile based on the total collected tons for the collection day. All collection days of the week (Monday, Tuesday , Thursday and Friday) will be included. The first drawing will be from the Top 50 Percentile for each collection day . The second drawing will be fr~m the Lower 50 Percentile for each collection day. Drawings will continue to alternate between the top 50 and the bottom 50 percentiles until the minimum number of tons from each collection day is met. The sample is considered valid as long as it is within ten percent (10.00%) of targeted tons for the collection day. On the days of the audit, all selected City or City contractor vehicles (collectively, "C ity vehicle(s)") upon the completion of their route will direct haul to the Delivery Facility. The net tons will be tallied by each City vehicle from each collection day . Once the di strict meets its minimum tonnage no more trucks selected from that collection day will be audited. 10. The City vehicles selected for the audit will be weighed full and empty to capture the tare weight of the truck and the weight of the Load . On-file tare weights will not be acceptable during the audit. 19 Exhibit E -Page 114 of 149 WMRA DRAFT -CONFIDENTIAL AND PROPRIETARY 11. The Company shall store the Loads from the selected City Vehicles in a segregated area.. The segregated area will have barriers in place to separate audit materials from any other materials that are delivered to the Delivery Facility. 12. Immediately prior to processing the audit materials, the Company will empty , clean and make free of debris the system, sort line, bunkers, and balers. The tipping floor will be empty, clean and free of debris , with the exception of the segregated audit materials. 13. The City and the Company will ensure the number of employees available for the audit is appropriate to sort material and conduct the audit . The number of employees utilized for sorting materials will be consistent with typical operations. 14. The material in the bunker will be loaded onto the single stream line and processed at normal processing speed. Once all the material from the bunker has been processed, each commodity will be baled, weighed, and documented. The Company will process Recyclable Materials into the various commodity categories and Residue. 15. Once the MRF sort line and employees have processed all audit material, each commodity will be baled , weighed and documented with City representatives present. Each individual commodity bunker will be baled one at a time . Residue will be weighed separately. 16. The City may either conduct or request an audit of bale quality of selected bales at its own cost. Such audit of selected bales must be scheduled in advance with the Company . 17. At the end of the audit day , tally sheets of all bales counted and a copy of the scale ticket for each commodity and the Residue shall be provided to the City of Dallas. 18 . Within five (5) business days of the completed audit, the Company will provide a report detailing the individual truck tare weights, baled weights, and updated composition table. 19. Either party may request a new audit within ten (10) days of receiving an audit report. The requesting party shall be required to pay all costs of the new audit. 20. The City may take pictures prior to and during the audit. 21. The City retains the right to conduct its own sampling of incoming material to determine the recycling rates within the City 's collection districts. This sampling may occur during the audit or at other times. The Company will provide sufficient and safe space within the MRF for City staff or its designee to conduct the manual sort. The Company will also assist the City as needed with transporting sample material to and from the segregated audit material location (or general tipping area if sampling does not take place during the audit) and the sampling location. The City will provide the labor for sorting materials during these sampling events. However, upon mutual agreement, the City may separately compensate the Company for use of the Company's employees during the manual sorting process. 20 Exhibit E -Page 115 of 149 �����l������ . ,�������� , �� { ; _- � �� # � � � � � � A �' J ��F _ � _ � � _ � � +! � +-�� �� �4�•�� � J��� - �-[ .... � L ��� ��' Z �- � l�� � ���. �� � �-�� � -:� � ���� � -� �; ;� Y \' . .� . � T - �. -�t �4}" ' � , . � . -' �", �. ��}' ��rt,�'r� � {� � .:��' _ _ � � . - � FORM 8: NON-COLLUSION ACKNOWLEDGEMENT The undersigned Proposer affirms that they are duly authorized to execute this proposal, that this company , corporation , firm, partnership or individual has not prepared this proposal in collusion w ith any other Proposer, and that the contents of this proposal as to prices, terms and condit ions thereof have not been communicated by the undersigned Proposer , nor by Proposer's employee, affiliate, representative , partner , subcontractor, or agent, to any other individual or entity engaged in this type of business prior to the official opening of this RFP . Company Name: WM Recycle:ill~ca, L.L.C. Signatwe of Company Officer: -~:--- ► Company Officer Printed Name : _R_ic_k_L_o_s_a _____________ _ Title Area Director of Public Sector Solutions RFP No . 22 -0203 Recycling Processing Services, Page 8 1 of 117 Exhi bit E - Page 117 of 149 22 A Exhibit E -Page 118 of 149 FcJRT WORTH . ~ City of Fort Worth Business Equity Division INSTRUCTIONS TO BIDDERS ABOUT THE BUSINESS EQUITY GOAL Bid number: -------22-0203 Business Equity Goal: ___ 1_5 __ % It is the policy of the City of Fort Worth to ensure the full and equitable utilization of Business Equity Firms when appropriate , in the procurement of all goods and services . When a Business Equity Goal is established for a bid , it means that the City of Fort Worth believes that there are Business Equity Firms available that can provide goods or services requested by the bid . The Business Equity Goal for Bid number 22-0203 is 15 % . This means that the City believes that there are available Business Equity Firms that can provide goods or services required by this bid and therefore , 15 % of the Bidder's awarded amount must be spent with a Business Equity Firm. All requirements and regulations stated in the City 's current Bus iness Equity Ordinance #25165-10-2021 apply to this bid . Definitions are at the end of this document. Because a Business Equity Goal has been established for this bid , in order for your bid to be considered , a Bidder must satisfy one (1) of the conditions below. A. Commit to Meet or Exceed the Business Equity Goal Hire Business Equity Firm(s) to provide goods or services and spend at least the goal amount with the Business Equity Firm(s). Step 1: Obtain a listing of Business Equity Firms by completing the "Request for Listing of Certified Firms Form" located at the City of Fort Worth 's Business Equity Division website . Step 2: Request bids from Business Equity Firms to provide goods or services at least 10 calendar days before bid opening. Step 3: Submit the following two (2) forms : a. Utilization Plan b. Letter(s) of Intent B. Prove a Good Faith Effort Show attempt to hire Business Equity Firms to meet or exceed the goal , but was unsuccessful. This can occur in two (2) ways: 1) Bidder proposes a smaller Goal Step 1: Obtain a listing of Business Equity Firms by completing the "Request for Listing of Certified Firms Form " located at the City of Fort Worth 's Business Equ ity Div ision website . Step 2: Request bids from Business Equity Firms to provide goods or services at least 10 calendar days before bid opening. Step 3: Submit the following three (3) forms : a. Utilization Plan b. Letter(s) of Intent c . Good Faith Effort 2) Bidder proposes a 0% Goal Step 1: Obtain a listing of Business Equity Firms by completing the "Request for Listing of Certified Firms Form " located at the City of Fort Worth 's Business Equity Division website. Step 2 : Request bids from Business Equity Firms to provide goods or services at least 10 calendar days before bid opening . Step 3: If unsuccessful, submit Good Faith Effort Form. Please see Ordinance §20-370 (g} page for requirements of an acceptable Good Faith Effort. Exhibi\ E -Page 119 of 149 C. Prove that the Bidder Can Perform the Service and Provide all Materials on the Project as the Prime Contractor ~ Bidder must show that the Bidder is providing all of the goods and services through their own company and that there are no goods or services provided by a third party or an affiliate . Bidder will not purchase any supplies or inventory from a third party. Step 1: Must submit Prime Contract Waiver Form D. Create a Joint Venture with a Business Equity Firm At least one or both of the firms must be a Business Equity Firm Step 1: Must submit Joint Venture Form DEADLINE TO SUBMIT REQUIRED DOCUMENTS AND FORMS Bidders must submit sealed bids to be opened at the date, time , and place stated in the solicitation for the public opening of bids. Faxed copies will not be accepted. FREQUENTLY ASKED QUESTIONS 1. If I am Business Equity Firm, can I count my performance of the bid? Answer. A Business Equity Prime Contractor can count its self-performance towards meeting the Business Equity Goal for the assigned North American Industry Classification System (NAICS) commodity codes on its Minority Business Enterprise (MBE) or Women Business Enterprise (WBE) certification. 2. What if I am a Business Equity Firm, but I am unable to self perform all work or provide all of the goods under the bid, can I count my performance under the Bid? Answer. If the Business Equity Prime cannot self-perform all of the work , it will be accountable for subcontracting with certified firms to meet the overall goal. Business Equity Firms that qualify under the "Significant Business Presence" definition may count in the Program upon approval of DVIN-BE. 3. This bid does not have a set amount that the City will purchase from the Awarded Bidder, how do I complete the form? Answers: a. For a low bid procurement , the lowest bidder shall submit a Utilization Plan no later than 2:00 PM on the third business day after bids are opened detailing all Subcontractors the Contractor intends to utilize in its performance of a Contract. Contractors that are Business Equity Firms may count their self-performed services towards meeting a Business Equity Goal. b. For a Best Value procurement , all bidders who wish to be considered for evaluation scoring shall submit a Utilization Plan by 2 :00 PM on the third business day after the bids are opened detailing all Subcontractors the Contractor intends to utilize in its performance of a Contract. Contractors that are Business Equity Firms may count their self-performed services towards meeting a Business Equity Goal. c. Non-compliance . If the lowest bidder for a low bid procurement or any bidder for a Best Value procurement does not timely submit its Utilization Plan with the required documents , that bidder will be deemed Non-Responsive. For a low bid procurement, the City will notify the next lowest bidder who shall then submit a Utilization Plan with required documents no later than 2:00 PM on the third business day after the bidder receives notification. This process will be followed until a bidder submitting the required documents is selected. Exhibit E -Page 120 of 14 9 DEFINITIONS Business Equity Firm means an Independent Firm that is a Cert ified minority-and/or women-owned business enterprise (M/WBE) with a Sign ificant Business Presence in the City's Marketplace. Business Equity Goal means a calculation prepared by the DVIN-BE that includes all the following factors : the detailed cost estimate of the work to be performed , or goods purchased ; the 6-county Marketplace ; the availability of Bus i ness Equity Firms and non-Business Equity Firms in the Marketplace determined ona Contract-by-Contract basis ; and the subcontracting/supplier opportunities of each project. Certified means those firms identified by the North American Industry Classification System (NAICS) that have been determined to be a bona fide MBE or WBE by the North Central Texas Regional Certification Agency (NCTRCA), the Dallas/Fort Worth Minority Supplier Development Council (DFW /MSDC), Women's Business Council-SW (WBCS), Texas Department of Transportation (TxDOT) or another certifying agency that the DVIN-BE may deem appropriate and accepted by the City of Fort Worth. DVIN-BE means the City's Department of Divers ity and Inclusion -Business Equity Division Good Faith Efforts means the actions undertaken by a Contractor and approved by DVIN-BE as described inthe Business Equity Ordinance §20-370 (g). Joint Venture means a business entity formed by two or more independent Persons for the purpose of pursuing a common objective, such as a prime contract. The resulting bus iness entity has additional resources and capacity , enhancing its ability to compete for larger awards . A joint venture is generally characterized by sha red ownership , shared returns and risks , and shared governance. In a joint venture , the prime managing partner holds 51 % or more interest in the business. Partner(s) hold less than 51 % interest but in most cases , not less than 20 %. Marketplace means the geographic area as defined by the City's most current Disparity Study (i.e ., Tarrant , Dallas , Denton , Johnson , Parker and Wise counties). Responsive means that a Person is compliant w ith the requirements of the Business Equity Ordinance. Significant Business Presence means a Person (1) which has its principal place of business located inside the Marketplace ; (2) which has its principal place of business located outside the Marketplace but has been verified to be in existence for a minimum of 24 months and from which at least 20 % of the business's workforce is based i n the Marketplace ; or (3) which has cumulative business receipts greater than $1 ,000 ,000 for work done in the Marketplace since January 1, 2013. Utilization Plan means the list of Business Equity Firms that a Contractor commits will be utilized to meet the Business Equity Goal for a specific project , the scopes of the work and the dollar values or the percentages of the work to be performed. VIOLATIONS AND SANCTIONS 1. Failure to comply with the City 's Business Equity Ordinance will result in the bid being considered "Non-Responsive." 2 . Failure to submit the required Business Equity forms and documentation will result in the bid being considered non -responsive and a "written warning " letter that may impact the Offeror's evaluation scoring on future City bid opportunities for up to 12 months , refer to Ordinance §20-373 on VIOLATIONS AND SANCTIONS for continued offenses or failures to comply . If you have any questions, contact Department of Diversity & Inclusion, Business Equity Division Email: DVIN_BE@fortworthtexas .gov I Phone: 817-392-2674 Ex hibi t E -Page 12 1 of 14 9 fORTWORTH e ~ City of Fort Worth Business Equity Division Good Faith Effort Form PRIME/OFFEROR , coMPANVNAMe=WM Recycle Amenca, L.L.C. PROJECT NAME: RFP #22-0203 Bus iness Equity Goal : IOfferor's Business Equity Goal Commitment: 15 % TBD % ATTACHMENT 1C Page 1 of 4 Check applicable box to descrlba Prbne/Offeror's Certification [{]Business Equity I DI I Non-Business I Firm Eauitv Firm BID DATE September 15 , 2022 PROJECT NUMBER 22-02032 If the Offeror did not meet or exceed the Business Equity Goal for this project, the Prime/Offeror !!!!:!!.! complete this form. If the Prime/Offeror's method of compliance with the Business Equity Goal is based upon demonstration of a "Good Faith Effort", the Prime/Offeror will have the burden of correctly and accurately preparing and submitting the documentation required by the City. Compliance with each item, 1 thru 10 below, shall satisfy the Good Faith Effort requirement absent proof of fraud, intentional and/or knowing misrepresentation of the facts or intentional discrimination by the Prime/Offeror. Failure to complete this form, m its entirety with supporting documentation, and received by the Purchasing Division no later than 2:00 p.m. on the third City business day after bid opening, exclusive of bid opening date, will result in the bid being considered non-responsive to bid specifications. Exception: CFA, ICA, and CDBG projects, documents will be submitted to the City Project Manager if publicly bid or to the Developer If privately bid. 1.) Please list each and every subcontracting and/or supplier opportunity for the completion of this project, regardless of whether it is to be provided by a Business Equity firm or non-Business Equity firm. (DO NOT LIST NAMES OF FIRMS). On all projects, the Prime/Offeror must list each subcontracting and or supplier opportunity regardless of tier. (Use additional sheets, if necessary) List of Subcontracting Opportunities List of Supplier Opportunities Knight Waste Systems Residue Transportation Various MWBE Construction Firms New North Fort Worth WM MRF Construction Effective 03/15/2022 Exhibit E-Pag e 122 of 14 9 ATTACHMENT 1C Page 2 of 4 2.) Obtain a current (not more than two (2) months old from the bid open date) list of Business Equity subcontractors and/or suppliers from the City's Business Equity Division . [Z] Yes □ No Date of Listing 8/29/2022 3.) Did you solicit bids from Business Equity firms, within the subcontracting and/or supplier areas previously listed, at least ten calendar days prior to bid opening by telephone, exclusive of the day the bids are opened? D Yes (If yes , attach 11st to Include !l.!m! of Business Equity firm, person contacted, phone number and date and time of contact.) (l]No 4.) Did you solicit bids from Business Equity firms, within the subcontracting and/or supplier areas previously listed, at least ten calendar days prior to bid opening by fax, exclusive of the day the bids are opened? Oves (If yes, attach list to Include name of Business Equity firm , fax number and date and time of contact. In addition, If the fax is returned as undeliverable, then that "undeliverable confirmation" received must be printed directly from the facsim ile for proper documentation, Fa i lure to submit confirmc1tion c1nd/or "undeliverable confirmation" documentation may render the GFE non-responsive,) 5.) Did you solicit bids from Business Equity firms, within the subcontracting and/or supplier areas previously listed, at least ten calendar days prior to bid opening by email, exclusive of the day the bids are opened? O Yes (If yes , attach email confirmation to Include name of Business Equity firm, date and time. ln addition, If an emali ls returned as undeliverable, then that "undeliverable message" receipt must be printed directly from the Ql No email system for proper documentation. Failure to submit confirmation and/or "undeliverable message" lY.J documentation may rend&r the GFE non-responsive.) NOTE: The three methods identified above are acceptable for soliciting bids, and each selected method must be applied to the applicable contract. The Prime/Offeror must document that either at least two attempts were made using two of the three methods or that at least Q!!! successful contact was made using one of the three methods in order to deemed responsive to the Good Faith Effort requirement. NOTE: The Prlme/Offeror must contact the entire Business Equity list specific to each subcontracting and supplier opportunity to be in compliance with questions 3 thru 5. 6.) Did you provide plans and specifications to potential Business Equity firms? Oves [ljNo 7.) Did you provide the information regarding the location of plans and specifications in order to assist the Business Equity firms? Oves [l) No Effective 03/15/2022 Exhibit E -Pa ge 123 of 14 9 ATTACHMENT 1C Page 3 of 4 8 .) Did you prepare a quotation for the Business Equity firms to bid on goods/services specific to their skill set? D Yes {If yes, attach all copies of quotations.) IZ]No 9.) Was the contact information on any of the listings not valid? □ Y (If yes , attach the Information that was not valid In order for the Business Equity Division to address es the corrections needed.) [ZJ No 10.) Submit documentation If Business Equity firms quotes were rejected. The documentation submitted should be in the firms forms of an affidavit, include a detailed explanation of why the Business Equity firms was rejected and any supporting documentation the Prlme/Offeror wishes to be considered by the City. In the event of a bona fide dispute concerning quotes, the Prime/Offeror will provide for confidential in-camera access to an inspection of any relevant documentation by City personnel. (Please use additional sheets, if necessarv. and attach.) ' Company Name Telephone Contact Person Scope of Work Reason for Rejection ADDITIONAL INFORMATION: Please provide additional information you feel will further explain your good and honest efforts to obtain Business Equity firm participation on this project. WM has a proven history with the City of Fort Worth regarding partnerships with MWBE Firms (i.e . Knight Waste). It is our intention to utilize qualified MWBE firms during the initial construction and then as part of daily MRF operations for WM's new potential North Fort Worth MRF. The Prime/Offeror further agrees to provide, directly to the City upon request, complete and accurate information regarding actual work performed on this contract, the payment thereof and any proposed changes to the original arrangements submitted with this bid. The Prime/Offerer also agrees to allow an audit and/or examination of any books, records and files held by their company that will substantiate the actual work performed on this contract, by an authorized officer or employee of the City. A Prime/Offeror who intentionally and/or knowingly misrepresents material facts shall be Debarred for a period of time of not less than three (3) years. Effective 03/15/2022 Exhibit E-Page 124 of 149 ATTACHMENT 1C Page4of4 The undersigned certifies that the information provided and the Business Equity firms listed was/were contacted in good faith. It is understood that any Business Equity firms listed in Attachment 1C will be contacted and the reasons for not using them will be verified y e Ci 's Business Equity Division . Au horized Signature Area Director of Public Sector Solutions Title WM Recycle America, L.L.C. Company Name 800 Capitol St., Suite 3000 Address Houston, TX 77002 City/State/Zip Bus ness Equity D ivision Ema il· DVIN_BEOffice@fortworthtexas.gov Phone . (817) 392-2674 Rick Losa Printed Signature Stephen Kellar Contact Name and Title (if different) 817-454-7504 Phone Number skellar@wm.com Email Address 09/15/2022 Date Effective 03/15/2022 Ex hibi t E -Page 125 of 149 ( i1y 111 H lll Wr•ll h R 'lfll fl!,I r I Prnn ,:: ,,. :>2 O,JOi -l~f'c I l111 q Pr "c..e!.!,1119. uv1< c . w Question 1. Definition of BCV (Option 1 and Option 2) Pti'ci'tlg formulas for Option f and Op/Ion 2 include /he term 'Blanded Commodity Value (BCV]'. Since BCV is not de{lflBd in tha RFP, we request a delailad formula for calcu/a/ing th ·s quan/ity with clearly defined sources for an inputs, Please see the attached "Blended Coml'llQdity Value Example Calculation ,• which spells out the methods and sources of the commodity val~$, and how the matrix is used to derive the BCV. QuestJon 2. Option 1 Formula For reference, fhe p.ricing formu/8 sf)own on Ille Op/ion 1 price sheet is: 'Blended Commodit}' V81U9 (BCV) minus Processing Fee (PF} multiplied by Profit Share % (PS) equals City Rebate Of ChMga. City PS ¾ only applies if BCV fs higher th9f1 PF.• 2.1. Please confirm lhllt the Pro/it Share (PS) is multiplied by the~ be/ween BCV and PF es follow,: City Rebate or Charge ==e (BCV-PF) x PS Yes. We have changed the reference from "Profit Share" to "Revenue Share" in the attached updated Fo rm 9: Cost Proposal Form . The ca lculation order Is to take the difference between the BCV and PF first , then multiply by the RS (only if this difference is a positive value). Adjustments made lo the attached Form 9: Cost Proposal Form are highlighted for clarity. 2. 2. Tlie p,ioo stieel f0tmv ta stales "PS¾ only app/ies if BCV is higher than PF.· However, in the two ex8ft¥)/es, /he cakula/Fon slsps show PS% being 8f)f)lled in bot/I ceses; one case lfhere BCV is higher thefl PF and encther where BCV ls /fJNer than PF. Futttrer, /h e erithmelic In borti e,amp/es is lrrco rtect. Please clarify. The first example resvlt is correct, but in this case the PS isn't used {even though it is shown). This is clarified in the attached updated Form 9: Cost Proposal Form . For Option 1, Example 2, WM has prov ided an updated calculation In the attached Form 9: Cost Proposal Form . Adjustments made to the attached Form 9: Cost Proposal Form are highlighted for clarity. l Exhibit E -Page 126 of 149 C,1 ty rA f ,r [Wri 1l11 l<t~q u <.l cor P,oro.,a l~. £.2•0203 lfo<yr111,t, P, 11·ess ing c;,~1vi e<; IN I f0RTW0RTII . -~ Questfon 3. Option 2 Formula For reference, the pricing formula shown on the Option 2 ptice sheet is : 'Blendecf Commodi.ty Value {BCV) multlf)Hed by Value Share ¾ minus Processing Fee (PF) equels City Reb81e or Charge. City Rebate or,1'f applies if BCV is h.;gfler than PF.• 3.1. For clarity, please confirm lhat 'Velue Shere (VS)' In the formula ebOIIIJ refers to the quantity enlered on Op /ion 2 Price Sheet, Item 4 ("Revenue Shere?, Yes . It is still a "Re11enue Share ," and corresponds to Option 2 Price Sheet, Item 4. 3. 2. For daritY. please COflffrm that the lamwla is: City Rebelo or Q!lllgC =BCV~ VS -PF Yes . VS has been corrected to RS . The calculation Is : (BCV x RS) • PF = City Rebate/Charge For clarity, /he arilhmelic (Jl'('O( In /he calculation of BCV x VS in Example 2 shov/d be cort&Cled. The formu la has been corrected, however, WM has provided an updated calculation In the attached Form 9: Cost Proposal Form for Option 2, Example 2. Adjustments made to the attached Form 9: Cost Proposal Form are highlighted fo r clarity . 2. Exhibit E -Page 127 of 149 m ' Blended Commodity Value Example Ca ·lculataon Category Commodity Comp¾ Price/Ton Comp$ ONP 0.00% $ 125.00 $ -See Note 1 Paper occ 12.83% $ 195.00 $ 25.02 See Note 1 • cartons 0.00% s -$ -See Note 1 Mixed (Other Recyclable} 25.39% $ 110.00 $ 27.93 See Note 1 PET 5.12% $ 510.00 $ 26.11 See Note 2 HOPE Natural 1.28% $ 2,225.00 $ 28.48 See Note 2 HOPE Color 1.82% $ 1,250.00 $ 22.75 See Note 2 Plastics Polyproylene 0.80% $ 760.00 $ 6.08 See Note 2 Plastics #3 -#7 0.80% $ -$ -See Note 3 Rigid Plastics 0.72% s 300.00 $ 2.16 • See Note 3 Plastic Film 0 .50% $ 130.00 $ 0.65 See Note 3 Glass Glass (Three Mix) 19.68% $ (25 .88) $ {5.09) See Note 3 Glass (Fines) 2.19% $ (35.00) $ (O.n) See Note 4 Metals Aluminum (UBC) 2.12% $ 1,690.00 $ 35.83 See Note 2 Steel/Tin 1.83% $ 260.00 $ 4.7·6 See Note 2 Scrap Metal 1.00% $ 196.00 $ 1.96 See Note3 Residue/Contam ,nation Residue/Contamination 23 ,92% $ (35.00) $ {8.37) See Note4 Grand Total Blended Commodity Value 100 .00% N/A $ 167.49 See Note 5 1.) Price will be Pu l p and Paper High Side Southwest Region, or Monthly Actual Sales Price if greater. 2..) Price will be Secondary Materials Houston, First of Month Average, or Monthly Actual Sa les Price if greater. 3.) Price will be actual sales price, as there are no rellable i ndices for this commodity. Reference 4.) Price will be based on actua l transportation cost, and assumes disposal at SELF at City 's cost/no cost to Contractor. 5.) The example pricing above is based on the City's most recent audit information for October 2021 and the associated sales prices at that time. However, the example above also includes additional commodities that WM can recover at the proposed Fort Worth MRF . The hypothetical BCV in this example would be $167.49. FORM9 : COSTPROPOSALFORM Proposer may submit pri ci ng for any or all options provided below. All fi nancial information must be based on 64 ,750 estimated annual tons delivered . All p ricing shall be subm itted in a separate seal envelope labeled "Pricing w ith your proposal as well as subm itted elect ron ically on the proposal submittal flash drive . RF P No. 22-0203 Recycling Processing Service s , Pa ge 82 or 117 Exhibit E -Page 129 of 149 Option 1: WMRA "Profit Share" Processing Formula Form 9.4-Recycling Processing Service (10-Year Initial Term) Propose r Name : WM Recycle America, L.L.C. The Recycling Processing Service Proposed Fees table is provided for Proposers to indicate the unit prices for each component of service as described in Section 8.2 .20 . Recycling Processing Service Proposed Fees ···- Component of Service Proposed Fees Unit Processing Fee 1. Processing Fee -Operating Cost 1 $121 .00 Pe r Incoming Ton 2. Processing Fee -Capital Cost2 $Included Per Incoming Ton 3. Total Process ing Fee 3 $1 2 1.00 Per Incoming Ton Proposed Recyclable Revenue Share to City 4. Revenue Share" 80% Per Incoming Ton Public Education Contribution Fee ·- 5. Public Education Contribution $ 2 .16 Per Incoming Ton 6. Add itional Publ ic Education Contribution 5 $ 0.00 Per Incoming Ton 7. Total Public Education Contribution $ 2.1 6 Per Incom ing Ton Residue and Contamination Disposal Fee 8. Disposal Allowance6 y I M 9. Disposa l and Transportation Fee $35_00 Per ton of Residue and Contamination WMRA Proposed (Profit Share) Monthly Recyclables Processing Rebate/Charge Formula Blended Commod ity Value (BCV) minus $121/ton Processing Fee (PF) multiplied by Revenue Share 80% (RS), equals City Rebate or Charge. City RS % only applies if BCV is higher than PF . Example 1 ($92.73 per ton BCV-$121 per ton PF)= ~$28.27 per ton * -$28.27 per ton x 5,400 tons per months recyclables = $152,658 City Charge ... RS (Revenue Share) is not used in this example because BCV is less than PF . Example2 ($149.27 per ton BCV-$121 per ton PF= $28.27) x 80% RS= $22.62 $22.62 per ton x 5.,400 tons per month recyclables= $122,148 c;ty Rebate CONFIDENTIAL Thlt page conUiln1 proprietary Information and should remain confidential. RFP No. 22-0203 Recycling Processi ng Services. Pag e 86 of 117 Exhibit E -Page 130 of 149 Oetion 2: WMRA "Value Share" Processing Formula Form 9.4-Recycling Processing Service (10-Year Initial Term) Proposer Name: WM Recycle America, L.L.C. The Recycling Processing Service Proposed Fees table is provided for Proposers ta indicate the unit prices for each component of service as described in Section 8.2.20. Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1. Processing Fee -Operating Cost 1 $97 _00 Per Incoming Ton 2. Processing Fee -Capital Cost 2 $Jncluded Per Incoming Ton 3. Total Processing Fee 3 $97_00 Per Incoming Ton Proposed Recyclable Revenue Share to City 4. Revenue Share 4 80% Per Incoming Ton Public Education Contribution fee 5. Public Education Contribution $ 2.16 Per Incom ing Ton 6. Additional Public Education Contribution 5 $ 0 .00 Per Incom ing Ton 7. Total Public Education Contribution $ 2.16 Per Incoming Ton Residue and Contamination Disposal Fee 8. Disposal Allowance 8 y I It:!) -· 9. Disposal and Transportation Fee $35 _00 Per ton of Residue and Contamination WMRA Proposed (Value Share) Monthly Recyclables Processing Rebate/Charge Formula Blended Commodity Value (BCV) multiplied by Revenue Share 80% minus $97/tan Processing Fee (PF) equals City Rebate or Charge. Example 1 $92 . 73 per toh BCV x 80% RS = $74 .18 per to n Net BCV -$97 per ton PF = -$22 .82 per ton •$22.82 per ton x 5,400 tons per month recyclables= 1123,228 City Charge Example 2 $149 .27 per ton BCV x 80% RS= $119.82 per ton Net BCV -$97 per ton PF= $22 .82 per ton $22.82 per ton x 5,400 tons per month recyclables= $123 1228 City Rebate CONFIDENTIAL Thi• page contains proprietary Information and should remain confidential. RFP No. 22-0203 Recycling Processing Services , Page 86 of 117 Exhibit E -Page 131 of 149 Option 3: WMRA "F lat Rate" Proces sing Formula Form 9.4 -Recycling Processing Service (10-Year Initial Term) ProposerName: WM Recycle America , L.L.C. The Recycling Processing Service Proposed Fees table is prov ided for Propose rs to indicate t he unit prices for each component of service as descri bed in Section 8.2.20. Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit - Processing Fee 1 . Pro cess in g Fee -Operating Cos t1 $27.80 Per Incom ing Ton 2. Processing Fee -Capital Cost2 $inc lud ed Per Incomin g T on 3. T otal P rocessing Fee 3 $21 .ao Per Incom ing Ton Proposed Recyclable Revenue Share to City 4 , Revenue Sha re4 0 % Pe r Incoming Ton Public Education Contribution Fee 5 . P ublic Educa tion Contribution $ 2 .16 Per Incoming Ton 6 . Addi ti onal Publ ic Edu cation Contribution5 $ 0.00 Per Incoming Ton 7. T ota l Pub lic Ed ucation Cont ri buUon $ 2.1 6 Per Incoming Ton Residue and Co ntamination Disposal Fee 8. Di sposa l Allowance6 y I 6 -· 9 . Disposal and Transportati on Fee $35 _00 Per ton of Residue and Contamination WMRA 11 Flat Rate" Processin g Formul a WM Proposed $27.80 Pe r To n (Flat Rate) Monthly Recyclables Proc ess ing Fee with No City Reba te Ex ample 1 $27.80 pe r ton Flat Rate x 5,400 tons per month recyclables = $150 1120 City Charge CONFIDENTIAL This page contains proprietary Information and should remain confidential . RFP No . 2~-0203 Recycling Processing Servi ces , Page 86 of 117 Exhibit E -Page 132 of 149 FORM 9: COST PROPOSAL FORM (continued) Form 9.5 -Recycling Processing Service (continued) Proposer Name: WM Recycle America, L.L.C. Proposers shall describe any othe r financial incentives in the space below that could be made availab le to the City including , but not limited to: floor pricing , mohthly/annual cap to Processing Fee, graduated Processing Fee based on the quantity of material delivered by or on behalf of the City, in-kind se rvices, etc. Financial incentives are included in Form 9 .4 Option 1/2/3. Proposers shall descri be how the proposed fees listed in Recycling Processing Services Proposed Fees tab les above would be impacted if the City were to reduce the frequency of characterization aud it s per Section 8.2.1 5 from quarterly to sem i-annual , with supplemental tabletop residue and contamination sorting co nducted on a sem i-annual basis. WMRA's proposal would not be impacted based on the frequency of the characterization audits per Section 8.2.15 . RFP No. 22-0203 Recycli ng Prooosslng Services , Page 87 or 117 Exhibit E -Page 133 of 149 Submitted by: WM Recycle America, L.L.C. September 15, 2022 PRICE PROPOSAL FORT WORTH . ~ Exhibit E -Page 134 of 149 VII September 15, 2022 City of Fort Worth Purchasing Division 200 Texas St. Fort Worth , Texas 76102 Attn : City of Fort Worth Recycling Processing Services Evaluation Committee Dear Committeepersons: PROPOSAL STATEMENTS Th is proposal is a firm offer for a 180-calendar day period from the Proposa l Submission Dead line Date . The information contained in th is Proposal or any part thereof , including exhibits , schedules , and other documents and instruments delivered or to be delivered to the City , are true , ac curate , and comp lete to the Proposer's knowledge . This proposa l inc ludes all information nece ssary to ensure tha t the statements here in do not in whole or in part mis lead the City as to any material fac ts. WM Recycle America , L.L.C. (WM or WMRA) is pleased to present this response to the City of Fort Worth in response to Request For Proposals 22-0203 for Recycling Processing Services . WM is proud of the partnership we have bu ilt with the City of Forth Worth as your provider for the collection of the City 's trash and recyclables . Now, we look forward to expanding our partnership as your City 's complete provider of environmental services and as your sustainability leader to usher the City into the next generation of sustainability. To do so , WM is offering an exciting partnership that we believe will lead the City of Fort Worth on a path to greater sustainability -to The Future of Recycling in Fort Worth . WM hopes this proposal offers a glimpse into this future partnership , including the following aspects of our proposal that we believe truly differentiate ourselves from the competition. With WM as your partner, the City of Fort Worth will receive : A State-of-the-Art MRF Necessary for The Future of Recycling in Fort Worth WM is offering to construct an all-new State-of-the-Art "SOTA " Material Recovery ~ Facility for the City of Fort Worth on 23 acres of WM-owned land near the Fort Worth b__ St ockyards, just 2.5 miles north of downtown Fort Worth . With a new SOT A MRF, the City wi ll have the most advanced sorting techno logy on the market processing your recyclab les -al lowing WM to process 4 0 or more tons of mate ria ls per hour, w ith room for expansion as your City continues to grow. WM will build a facility deserving for a sustainability leader like Fort Worth. A Partner Who will be Invested in Your Community WM is proposing an expansive education and community outreach program with real resources to usher the Fort Worth communit y into the next generation of recycling. Fort Worth 's new SO T A MRF will include a 1,500 SF Education Center where we will host communit y members to t each them how to be better recyclers. The Education Center will be complemented by our robust Recycle Right education program with a plethora or educationa l materials, such as videos, flyers, and posters. And WM 's personnel will also assist the City in promoting recycling as needed -in cl uding hosting community events and other community outreach effort s. WM will make real investments -brick, mortar, and intangible -in Fort Worth's future. Printed on 100¾ rwcyded & racyclable p11per 1 Exhib it E -Page 13 5 of 14 9 City of Fort Worth Request For Proposa ls 22-0203 -Rec y c ling Processing Services A Partner Who Knows Your Needs and will Seamlessly Transfer -and Improve -Services WM knows Fort Worth -your staff, your community, and your needs. Our proposed SOT A MRF will take an estimated -18 months to construct, but WM believes our facility will be worth the wait. And the City should re st assured that WM has the resources, including experienced personnel, to lead a seamless service transition. WM has the experience and resources for a worthwhile, yet seamless, transition. A Complete Partnership to Lead Fort Worth into the Future of Sustainability WM is the world's leading provider of sustainability services, and we back up that talk ~ with rea l action: over the next four years, WM plans to invest more than $1.6 bil lion ~ to grow our recycling and renewabl e energy businesses. And partnering with WM would bring all of the City of Fort Worth 's environmental services under one umbrella with WM -streamlining operations, sustainability efforts, commun ications, and decision-making. WM will be a total sustainability partner to usher in The Future of Recycling in Fort Worth. Regarding subcontractors , WM will not need to utilize any subcontractors and can self-perform all work . While WM hopes to be the City of Fort Worth 's processing partner for many years to come , WM is proposing an agreement for an initial partnership with a 10-year contract. We thank you for the opportunity to participate in your selection of a recyclables processing partner. Please do not hesitate to contact any of our team members with any questions regarding our proposal. Sincerely , Ri ck Losa Stephen Kellar Mi chael Lunow Area Directo r, Publi c Sector Solutions Publi c Se ctor Sale s Re presentative Area Dire ctor, Recycling Op erations (214) 626 -8841 , rlosa@wm.com (81 7) 454-750 4, skellar@wm .com (713) 647-5451 , mlunow@wm.com WM Recycle America, LLC , 800 Capitol , Suite 3000 , Houston , TX 77002 PROPOSAL STATEMENT This document con tains confident ial and proprietary informat ion . Content or data marked as such should rema in confidential. Prin ted on 100'¼ recycled & recyclable paper 2 Ex hi bi t E-Page 136 of 14 9 FORM9: COSTPROPOSALFORM Propose r may submit pricing for any or all options provided below. All financial information must be based on 64 ,750 estimated annual tons delivered. All pric ing shall be submitted in a sepa rate seal envelope labeled "Pricing " with you r proposal as well as submitted electronically on the proposal submittal flash drive. RFP No. 22-0203 Recycling Process ing Se rvi ces, Page 82 of 117 Ex hibit E -Page 13 7 of 149 Option 1: WMRA "Profit Share" Processing Formula Form 9.4-Recycling Processing Service (10-Year Initial Term) Proposer Name : WM Recycle America, L.L.C. The Recycling Processing Service Proposed Fees table is provided for Proposers to indicate the unit prices for each component of service as described in Section 8.2 .20. Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1. Processing Fee -Operating Cost 1 $1 21.00 Per Incoming Ton 2. P rocessing Fee -Capital Cost 2 $ included Per Incoming Ton 3. Total Processing Fee 3 $121 .00 Per Incoming Ton Proposed Recyclable Revenue Share to City 4 . Revenue Share4 80 % Per Incoming Ton Public Education Contribution Fee 5. Public Education Contribution $ 2.16 Pe r Incoming Ton 6. Additional Public Education Contribution 5 $ 0.00 Per Incoming Ton 7 . Total Public Education Contribution $ 2.16 Per Incoming Ton Residue and Contamination Disposal Fee 8. 9. Disposal Allowance 6 y I ® Disposal and Transportation Fee $35_00 Per ton of Residue and Contamination WMRA Proposed (Profit Share) Monthly Recyclables Processing Rebate/Charge Formula Blended Commodity Value (BCV) minus $121 /ton Processing Fee (PF) multiplied by Profit Share 80% (PS), equals City Rebate or Charge. City PS % only applies, if BCV is higher than PF. Example 1 $92. 73 per ton BCV -$121 per ton PF x 80% PS = -$28.27 per ton City Charge $28.27 per ton City Charge x 5,400 tons per month recyclables = $152,658 City Charge Ex ample 2 $149.27 per ton BCV -$121 per ton PF x 80% PS= +$28.27 per ton City Rebate $28.27 per ton City Charge x 5,400 tons per month recyclables = $152,658 City Rebate CONFIDENTIAL This page contains proprietary information and should remain confidential. RFP No. 22-0203 Recyclin g Proces sin g Se rvi ces , Page 86 of 117 Exhibit E -Page 138 of 14 9 Option 2: WMRA "Value Share" Processing Formula Form 9.4-Recycling Processing Service (10-Year Initial Term) ProposerName: WM Recycle America, L.L.C. The Recycling Processing Service Proposed Fees table is provided for Proposers to indicate the unit prices for each component of service as described in Section 8.2 .20 . Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1. Processing Fee -Operat ing Cost 1 $97 _00 Per Incoming Ton 2. Processing Fee -Capital Cos t2 $ includ ed Per Incoming Ton 3. Total Processing Fee 3 $97_00 Per Incoming Ton Proposed Recyclable Revenue Share to City 4 . Revenue Share4 80 % Pe r Incoming Ton Public Education Contribution Fee 5. Public Education Contribution $ 2.16 Per Incoming Ton 6. Additional Public Education Contribution 5 $ 0.00 Per Incoming Ton 7 . Total Public Education Contribution $ 2.16 Per Incoming Ton Residue and Contamination Disposal Fee 8. Disposal Allowance6 y I ~ 9. Disposal and Transportation Fee $35 _00 Per ton of Residue and Contamination WMRA Proposed (Value Share) Monthly Recyclables Processing Rebate/Charge Formula Blended Commod ity Valu e (BCV) multiplied by Value Share 80 % minus $97 /ton Processing Fee (PF ), equals City Rebate or Charge . City Rebate only applies, if Net BCV is higher than PF. Exa mple 1 $92 .73 per ton BCV x 80 % VS = $7 4 .18 pe r ton Net BCV -$97 per ton PF = -$22 .82 per ton City Charge $22 .82 per ton City Charge x 5,400 tons pe r month recyclables = $123,228 City Charge Example 2 $149.77 per ton BCV x 80 % VS= $149.77 per ton Net BCV - $97 pe r ton PF= +$22 .82 per ton City Rebate $22 .82 per ton City Charge x 5,4 00 tons per month recyclables= $123,228 City Rebate CONFIDENTIAL This page contains proprietary information and should remain confidential. RFP No. 22-0203 Recyclin g Pr ocess in g Se rvi ce s , Pa ge 86 of 117 Ex hi bit E -Page 139 of 149 Option 3: WMRA "Flat Rate" Processing Formula Form 9.4-Recycling Processing Service (10-Year Initial Term) ProposerName: WM Recycle America, L.L.C. The Recycling Processing Serv ice Proposed Fees table is provided for Proposers to indicate the unit prices for each component of service as described in Section 8.2.20 . Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1 . Processing Fee -Operating Cost1 $21.80 Per Incoming Ton 2 . Processing Fee -Capital Cost2 $ includ ed Pe r Incoming Ton 3. Total Processing Fee 3 $27 .80 Per Incoming Ton Proposed Recyclable Revenue Share to City 4. Revenue Share4 0 % Pe r Incoming Ton Public Education Contribution Fee 5. Public Education Contribution $ 2 .16 Pe r Incoming Ton 6. Additional Public Education Contribution 5 $ 0.00 Pe r Incoming Ton 7 . Total Public Education Cont ribution $ 2.16 Per Incoming Ton Residue and Contamination Disposal Fee 8. Disposal Allowance6 y I ® 9 . Disposal and Transportation Fee $35_00 Per ton of Residue and Contaminat ion WMRA "Flat Rate" Processing Formula WM Proposed $27.80 Per Ton (Flat Rate) Monthly Recyclables Processing Fee with No City Rebate Ex ample 1 $27.80 per ton Flat Rate x 5,400 tons per month recyclables = $150,120 City Charge CONFIDENTIAL This page contains proprietary information and should remain confidential. RFP No. 22 -0 203 Recycl in g Proces sing Se rvi ces , Page 86 of 11 7 Exhibit E -Page 140 of 14 9 FORM 9: COST PROPOSAL FORM (continued) Form 9.5 -Recycling Processing Service (continued) ProposerName: WM Recycle America, L.L.C. Proposers shall describe any other financial incentives in the space below that could be made available to the City including , but not limited to: floor pricing , monthly/annual cap to Processing Fee , graduated Processing Fee based on the quantity of material delivered by or on behalf of the City , in-kind services , etc . Financial incentives are included in Form 9.4 Option 1 /2/3. Proposers shall describe how the proposed fees listed in Recycling Processing Services Proposed Fees tables above would be impacted if the City were to reduce the frequency of characterization audits per Section 8.2.15 from quarterly to semi -annual , with supplemental tabletop residue and contamination sorting conducted on a semi-annual basis. WMRA's proposal would not be impacted based on the frequency of the characterization audits per Section 8 .2 .15. RFP No . 22-0203 Recycling Processing Se rvi ces, Page 87 of 11 7 Exhibit E -Page 141 of 149 FORT WORTH January 9, 2023 Mr. Rick Losa Area Director of Public Sector Solutions WM Recycle America, L.L.C. 800 Capitol Street Houston, Texas 77002 Re: Request for Best and Final Offer City of Fort Worth RFP 22-0203 Recycling Processing Services Dear Mr. Losa, Thank you for your submission in response to the above noted request for proposals (RFP) and for attending an interview with the City of Fort Worth (City) on January 6 , 2023 to provide a presentation and answer clarifying questions on your proposal. In accordance with Section 6.6.5 (1) b of the RFP, your firm is hereby invited to submit a Best and Final Offer (BAFO). This is an opportunity for your firm to clarify your proposal and submit the best possible offer based on discussions at the interview. At minimum, the City requests that the following information be provided in your BAFO submission: • Revised Cost Proposal Form 9.2 (5-Year Initial Term) and Cost Proposal Form 9.4 (10- Year Initial Term). WM RESPONSE: WM cannot propose a BAFO for Revised Cost Proposal Form 9.2 (5-Year Initial Term). However, WM bas attached a Revised Cost Proposal Form 9.4 (10-Year Initial Term) for your consideration. • Information on the specific grades of paper that your company will commit to recover as part of the contract with the City as defined in the Institute of Scrap Recycling Industries (ISRI) Scrap Specifications Circular (see http://www.scrap2.org/specs/32/). WM RESPONSE: As discussed during the interview on January 6, 2023, a newly constructed WM Fort Worth MRF will generate three grades of paper. One grade will meet the ISRI specifications for Mixed Paper (#54). Two additional grades will be made- however, these do not directly correspond to the new ISRI ONP paper grades of SRPN (#56) and SCN (#58). While they are loosely tied to these grades, the specifications are provided by our buyers, not by ISRI. The names for these grades are non-ISRI commodity names, colloquially referred to as "Super Mix and Financial Management Services Department-Purchasing Division The City ofFort Worth * 200 Texas Street * Fort Worth , Texas 76102 817-392-2462 * Fax 817-392-8440 Exhibit E -Page 142 of 149 GWOW". They are both much cleaner grades of paper than ISRI Mixed Paper, and only differ in the amount of outthrow material. • Information on the specific grades of plastic film and flexible plastic packaging that yo ur company wi ll commit to recover as part of the contract w ith the City as defined in the ISRl Scrap Specifications Circular (see http://www.scrap2.org/specs /32 0 , and in format ion on your plans for marketing th ese materials. WM RESPONSE: As discussed during the interview on January 6, 2023, a newly constructed WM Fort Worth MRF will recover film plastics. The exact film and flexible packaging types are unknown. It is certain that we will be able to accept and recover LOPE film, whether a grocery bag, bread bag, or other. Additional types will depend on if they are pure LOPE, some other type of plastic we accept (HOPE, PP, etc), or are a mixture of plastics/plastics with additives that are unsuitable to the end market. We will accept all types of additional film and plastic packaging that the end market will support. If n ot revised in yo ur BAFO submi ss ion , all inform ati on included in yo ur original proposal will apply. If you do not submit a notice of w ithdrawal or a written BAFO submission, your original proposal shall be accepted as yo ur final offer. Responses to this BAFO request are due no later than COB Tuesday, January 17, 2023 If yo u hav e any question s about this request, please contact th e undersigned. S in cere ly, A'ja Robertson Purchasing Supervisor City of Fort Worth Purchasing Divi s ion , Lower Level 200 Texas Street Fort Worth, Texas 76102 Financial Management Services Department-Purchasing Division The City ofFort Worth * 200 Texas Street * Fort Worth, Texas 76 I 02 817-392-2462 * Fax 817-392-8440 Exhibit E -Page 143 of 149 w January 17 , 2023 C ity of Fort Worth Purchasing Division , Lower Level , City Hall 200 Texas Street Fort Worth , Texas 76102 Re: Request for Best and Final Offer (BAFO), City of Fort Worth RFP 22-0203, Recycling Processing Services Greetings , WM wishes to thank the City of Fort Worth (COFW) for the opportunity to participate in RFP #22-0203. As mentioned , WM is excited at the opportunity to build a brand new , state-of-the -art MRF. In general , WM has operated and been a proud service provider in the COFW for over 40-years, but WM has also previously been successful processing the City 's residential curbside recycle material for 10-years . WM believes the addition of this new processing facility will not only improve operational efficiencies , but it will revolutionize the way materials are processed in the City and further distinguish Fort Worth as a leader in sustainability and city -wide recycling efforts . This cover letter is complimented by WM 's written responses to the City 's January 9 , 2023 BAFO request. As an additional attachment , please find our Revised Cost Proposal Form 9.4 for your consideration. As always , we are available to answer any questions pertaining to our responses and are ready to discuss next steps . WM remains optimistic and appreciates the opportunity to earn you r business and further our long -standing partnership with the COFW. We look forward to hearing from you soon. Best regards , Rick Losa -,d';h-, Director, Public Sector Solutions Waste Management of Texas , Inc. (214) 549 -9735 rlosa@wm.com Exh ibi t E -Page 144 of 14 9 Form 9.4-Recycling Processing Service (10-Year Initial Term) ProposerName : WM Recycle America, L.L.C. The Recycling Process ing Service Proposed Fees table is provided for Proposers to indicate the unit prices for each component of service as described in Section 8.2 .20. Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1. Processing Fee -Operating Cost 1 $111.25 Pe r Incom ing Ton 2. Processing Fee -Capital Cos t2 $ in cl uded Per Inco m ing Ton 3. Total Processing Fee 3 $111 .25 Pe r Incoming Ton Proposed Recyclable Revenue Share to City 4. Revenue Share4 80 % Pe r Incoming Ton Public Education Contribution Fee 5. Public Education Contribution $ 2.16 Per Incoming Ton 6. Additional Public Education Cont ribution 5 $0.00 Per Incomi ng Ton 7 . Total Publ ic Educat ion Contribution $2 .16 Per Incoming Ton Residue and Contamination Disposal Fee 8. Disposal Allowance6 y I (N) 9 . Disposal and Transportation Fee $35_00 Pe r ton of Residue and Contaminat ion ~ S~rn 80% (RS}, equals City te or Chaf"i . onty a Ired is BCV is ig er an . Exampl 1 ($92 .73 r on BCV -11 .25 r to PF )= -18 .52 -8.52 per ton x 5,400 to pe moot recyc bl = LEJ~~~~:.L!.2.!~ ·Rs (R venue Share) is nol used in th is example because BCV is less han PF . Example 2 ( 149.27 per ton BCV -1 .25 per toll PF 38 .02) x 80% RS - $30 .42 p Ion x 5,400 tons per month r cyciabt CONFfDENTIAL This page contains proprietary Information and should remain confl dentql. RFP No. 22-0203 Recycling Processing Se rvices , Page 86 of 117 Ex hibit E -Page 145 of 149 Option 2: WMRA "Value Share ' Processing Formula Form 9.4-Recycling Processing Service (10-Year Initial Term) ProposerName: WM Recycle America, L.L.C. The Recycling Processing Service Proposed Fees table is provided for Proposers to ind icate the unit prices for each component of service as described in Section 8.2.20 . Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1. Processing Fee -Operating Cost1 $89 .00 Per Incoming Ton 2. Processing Fee -Capital Cost2 $ included Per Incoming Ton 3. Total Processing Fee 3 $89 .00 Per Incoming Ton Proposed Recyclable Revenue Share to City 4. Revenue Share4 80 % Per Incoming Ton Public Education Contribution Fee 5. Public Education Contribution $ 2.16 Per Incoming Ton 6. Additional Public Education Contribution 5 $0.00 Per Incoming Ton 7. Total Public Education Contribution $2 .16 Per Incoming Ton Residue and Contamination Disposal Fee 8. Disposal Allowance6 y I (N) 9. Disposal and Transportation Fee $35_00 Per ton of Residue and Contamination WM Bte . . , n P ro oes iil' g f ee (PF) equa . . har ge . Er a pie 1 S9-2 .73 per ton B CV 80 % RS ~ .. 74 .1 8 p r ton et BCV -$89 ipe:r on PF~ -$14.82 p r lOfl 1.4 2 r l x ,40 0 ons, , r mon Exam p 2 1 '9.2 per ton 0 CV • R 2 Nat CV -S,89 pa ton -$30.4 . • p0f[1... S30.42 p , toil 5, p e ;y = s,1;§4,2§§ City R@att CONFIDENTIAL This page c:ontelns proprietary Inform• Ion and should remain c:onfldentt.l. RFP No. 22-0203 Recycling Processing Services , Page 86 of 117 Exhibit E • Page 146 of 149 Option 3: W RA ' Flat Rate Processing Formula Form 9.4-Recycling Processing Service (10-Year Initial Term) ProposerName: WM Recycle America, L.L.C. The Recycling Processing Service Proposed Fees table is provided for Proposers to indicate the unit prices for each component of service as described in Section 8.2.20 . Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1. Processing Fee -Operating Cost 1 $25 .00 Per Incoming Ton 2. Processing Fee -Capital Cost2 $ included Per Incoming Ton 3. Total Processing Fee 3 $25 .00 Per Incoming Ton Proposed Recyclable Revenue Share to City 4 . Revenue Share4 0% Per Incoming Ton Public Education Contribution Fee 5. Public Education Contribution $ 2 .16 Per Incoming Ton 6. Additional Public Education Contribution 5 $0 .00 Per Incoming Ton 7. Total Publ ic Education Contribution $2 .16 Per Incoming Ton Residue and Contamination Disposal Fee 8. Disposal Allowance6 y I (N) 9. Disposal and Transportation Fee $35 _00 Per ton of Residue and Contamination W Proposed 25 Per Ton (Flat Rate) on hly Recyclables Process ing Fee with o City Reba e. Example 1 25 .00 per ton Flat Rate x 5,400 tons per month recydables -$135 ,000 C ty Ch a rg e CONFID ENTIAL Thi• P•I• contains proprietary Inform• Ion and ahould rema in confldenUal. RFP No. 22-0203 Recycling Pr ocessi ng Se rvi ces , Pag e 86 of 11 7 Exhibit E -Page 147 of 14 9 February 7, 2023 Brandon Bennett Director, Code Compliance & Environmental Services City of Fort Worth 818 Missouri A venue Fort Worth, Texas 76104 Re: Clarifications to WM Recycle America's Proposal to the City of Fort Worth in Response to Request for Proposal 22-0203 for Recycling Processing Services Dear Brandon, This letter is a follow up to the phone conversation we had earlier this week. During our call you requested for WM Recycle America to provide a few additional clarifications to our September 15 , 2022 Recycling Processing Services Proposal, our January 6, 2023 in-person City Interview and our January 17 , 2023 Best And Final Offer Response . Once again , WM wishes to thank you and the City of Fort Worth for this exciting opportunity to potentially be chosen to construct a new State-of-th e-Art Material Recovery Facility (SOTA MRF) in Fort Worth. WM is very proud of the 30-year partnership we share with the City of Fort Worth as your current exclusive provider of residential trash and recycling collection services. WM believes the addition of a new WM SOTA MRF will not only improve operational collection efficiencies, but it will revolutionize the way recyclable materials are processed and further distinguish Fort Worth as a leader in sustainability with its city-wide recycling efforts . Listed below , along with the enclosed attachment are further clarifications to our Processing Services Proposal to the City of Fort Worth : • WM is offering to construct a new State-of-the-Art Material Recovery Facility (SOTA MRF) on 14.l acres of property WM currently owns 2.5 miles north of downtown Fort Worth (1100 NE 23 rd & Samuels A venue). • WM's proposed SOTA MRF will include an estimated 100 ,000 sq.ft. Processing Building (existing 40 ,000 sq.ft. building will be expanded), an estimated 4,000 sq.ft. of Office Space, an estimated 2,000 sq.ft . Recycling Education Center and an On-site Citizen Recyclables Drop Off Center (with an attendant to maintain litter control). WM's property is within the city-limits of Fort Wo1ih and is currently located in Heavy Industrial Zoning District K. • All recycling processing activities will be conducted under-roof and within the enclosed building, including the tip floor area for all inbound recycling collection vehicles, outbound commodity loading docks , outbound residue loading docks and our baled commodity storage area. Exhibit E -Page 148 of 149 • At the appropriate time , WM wil l fully engage with Fort Worth's Planning & Zoning, Permits and Construction Departments to ensure the project meets or exceeds all land use requirements (i ncl uding bui ld ing facade, buffer areas, set-backs, screening and landscaping). • The proposed inbound and outbound traffic patterns for the property will continue to be east of the facility on Samuels Avenue, Decatur Avenue, HWY 183 and Northside Drive all of which lead to US Interstate 35W. • It is ant icipated that on a 5-day work week, approximately 80 delivering recycling vehicles, 13 outbound commodity trailers and 5 outbound residue trailers will be utilizing the SOTA MRF per day. • It is also anticipated that approximately 50 emp loyees will be utilized to operate and maintain the facility. • WM 's existing Material Recovery Facility (MRF) located in Arlington has not had a recorded complaint in over five (5) years. • WM's proposed Fort Worth SOTA MRF will be permitted by the TCEQ as a "Single-Stream Recycling Facility". Electronics sort ing and processing will not be conducted at this site . • Finally, WM would like to offer a reduction in the Disposal and Transportation Fee originally proposed in Forms 9.4 (I 0-Year Initia l Term) for WM Options I, 2 & 3. Under #9 for each of the Forms cited, WM would like to reduce the $35.00 per ton to $25.00 per ton as the proposed Disposal and Transportation Fee for Residue and Contamination. For further information on the above stated proposal clarifications, please see the attached slides (Vicinity Map, Site Plan, Conceptual Processing Bui lding Layout, Traffic Pattern Plan and picture of a typical baled commodity storage area). As a lways, WM apprec iates the opportunity to further our long-standing partnership and thanks you and the evaluation committee for your consideration . Please do not hesitate to contact us if you need any additional information. Best regards, Rick Losa Director, Public Sector Solutions Waste Management of Texas, Inc. (214) 549-9735 rlosa@ wm .com Exhi bit E -Page 149 of 149 EXHIBITF CITYRFP 22-0203 COVER PAGE CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 35 EXHIBIT F FoRrWoRTH ® PURCHASING DIVISION REQUEST FOR PROPOSALS (RFP) for 22-0203 Recycling Processing Services Issued: August 17 , 2022 RFP Cover Sheet PROPOSAL SUBMISSION DEADLINE: September 15, 2022 by 1 :30PM Local Time NO LA TE PROPOSALS WILL BE ACCEPTED Proposal shall be delivered/mailed to: Legal Name , d/b/a and address of Proposer The Sen ior Pu rchasing Manager submitting the Proposal : City of Fort Worth Pu rchasing Divis ion , Lower Level , City Hall , 200 Texas Street , Fort Worth , Te xas 76102 Note : Return th is Cover Sheet w it h the Proposal. Au t horized Person : Pre-Proposal Confe rence w ill be held via WebEx: Title : 10:00 AM (local time) August 25, 2022 Signature: Meeti ng number (access code ): 2559 604 7161 Contact Person Name : Meeting password: ZKi3rMMMV32 Phon e: ( ) Fa x: ( ) Mobile Device -+1 -469 -210-7159 ,,25596047161## Email : For additional information/clarificat ions regarding Bidder/Suppl ied ID with C ity of Fort Wort/ Federal this RFP , please see Section 4 .3.1 ID Number (TIN ): Assigned Buyer: Cristina Cama rillo FMSPurchas ingResponses(@fortworthtexas.gov Will contract be available fo r Cooperat ive Agreement use? Yes __ No __ • PDF or Adobe or electron ic signature is acceptable on th is RFP cove r page . T he Autho ri zed Pe rson , by his/her signature , represents that he/she is submitt ing a bind ing proposal and is authorized to bind . By signing and submitting , acknowledges that he/she has received and read the entire document packet , including all documents i ncorpo rated by refe rence , and agrees to be bound by the terms therein . • Proposals must be received in the Purchas ing Office by 1 :30 P.M ., "Proposal Submission Deadline" AND TIME STAMPED PRIOR TO THE 1:30 DEADLINE IN ORDER TO BE CONSIDERED . Late bids will be returned or destroyed . • Proposals must be submitted in a sealed envelope WITH THE RFP NUMBER , RFP TITLE AND PROPOSER 'S LEGAL NAME WRITTEN ON THE OUTSIDE OF THE ENVELOPE . In case of courier , it should be on the outs ide of the courier's shipping envelope . • Bids will be opened and read aloud publ icly at 2 :00PM in t he Council Chambers . Exhibi t F -I of I I 7 SECTION 1 -INTRODUCTION 1.1 General The City of Fort Worth (City) is seeking proposals to provide Program Recyclable Material Processing Services (Recycling Processing Service) essential to preserving and protecting the long-term public health and safety of the City 's residents. Through this Request for Proposals (RFP) process , the City will solicit and evaluate proposals to identify opportunities to enter into a contract that contains updated contract terms to reflect industry best management practices , improves services , diverts more material from landfill , and/or provides more competitive pricing . The City maintains the right to award no Recycling Processing Service Contract and may exercise available extensions as part of existing service contracts , if deemed to be in the best interest of the City. As a result of the evaluation of submittals, City staff shall seek City Council authorization to enter into a Recycling Processing Service Contract or extend existing contracts for services , as available . 1.2 Term This section describes the anticipated term length of Recycling Processing Service included in this RFP . RFP Submissions may include proposals for initial terms of three (3), five (5), seven (7), or ten (10) years , where each anticipated term can be extended up to 10 years with two available extensions . The City reserves the right to adjust initial term(s) and the number or length of extensions of any of the options included in this RFP if deemed to be in the best interest of the City. 1.3 Overview of the Stages of Procurement and Implementation The City will carry out the procurement and implementation of the Project in accordance with the following stages : (1) Stage 1 -RFP Procurement Process The RFP procurement process is the competitive procurement process by which the City will receive and review Proposals, rank the submittals and attempt to negotiate a Contract. (2) Stage 2 -Implementation of the Recycling Processing Service Contract At the completion of Stage 1, the City will seek final authority for and once granted by the City Council, the City and the selected Proposer will execute a Contract, the terms and conditions of which shall determine how Recycling Processing Services may proceed . An example of the City's term and conditions are included as Exhibit B. Furthermore , the Contract may include the RFP , the Response to the RFP, the RFP Cover Page and such other terms and conditions as the parties may agree. However , the City reserves the right to revise the draft Recycling Processing Contract and the terms and conditions to reflect the negotiated terms and conditions after the award of contract. Ex hibit F -2 of 11 7 SECTION 2 -PROJECT BACKGROUND The purpose of this section of the RFP is to familiarize Proposers with the City and available data regarding the service levels , service units, and material management in the City. The RFP is intended to support and advance the City's Comprehensive Solid Waste Master Plan (CSWMP) adopted in September 2017.1 . The City is seeking that Recycling Processing Service is carried out in a way the provides the best service at the best value for the City's residents , at prices and service-levels that are competitive with like sized markets and are driven by the City 's guiding principles including: (1) Continue to keep the City clean and attractive. (2) Preserve landfill life by increasing diversion of material from disposal. (3) Maintain the cost-effectiveness of service . (4) Support Business Equity Ordinance guidelines. Through this RFP process, the City is soliciting and will evaluate proposals to identify opportunities to enter into a Recycling Processing Service Contract that contains updated Contract terms to reflect industry best management practices, improve services, divert more material from the Southeast Landfill (SELF), and provide more competitive pricing. The City reserves the right to award no Recycling Processing Contract and may exercise extensions available as part of existing Contract, if deemed to be in the best interest of the City. The Recycling Processing Service Contract represents the core services that the City is seeking to procure as part of this RFP. Table 1 identifies key details of the current Contract and available extensions, including unit prices intended to provide context so Proposers may develop as competitive RFP Submissions as possible consistent with the City's guiding principles listed above. Table 1: Existing, Termination Date, Available Contract Extensions, and Unit Price Service Termination Date Available Contract Current Contracts Extensions Unit Price Processing Services for Two (2) five-year ~$97.93per Program Recyclable March 31 , 2023 extensions ton 1 Materials 1. The per ton fee applies to all tons of Program Recyclable Materials delivered by the City's Res1dent1al Collection Service Contractor . The City 's current Contract includes a revenue share of 80 percent of the sale of Recovered Materials . 2.1 City Information The City is located in Tarrant County, Texas and is approximately 355.6 square miles in area. Table 2 shows the projected population growth for the City from FY 2020-2030. 1 The CSWMP can be fo und online at the following link : https://www .fortworthtexas .gov/files /assets /public /code- compliance/documents/2017-203 7-cswmp .pdf Exh ibit F -3 of 117 Table 2: Projected Population Growth FY 2020-FY 2030 1 Year Estimated Estimated Annual Population Growth(%) FY 2020 931 ,000 N/A FY 2021 950 ,566 2.1% FY 2022 970 ,132 2.1 % FY 2023 989 ,697 2.0 % FY 2024 1,009 ,263 2.0% FY 2025 1,028 ,829 1.9% FY 2026 1,048 ,004 1.9% FY 2027 1,067 ,179 1.8% FY 2028 1,086,353 1.8% FY 2029 1,105 ,528 1.8% FY 2030 1,124,703 1.7% 1. Source : City of Fort Worth of Planning & Data Analyt ics Department 2 .2 Residential Collection Services The City 's Residential Collection Services Contractor provides collect ion of Municipal Solid Waste to 246 ,736 residential customers (as of March 2022). Table 3 provides the historical number of customers receiving Residential Collection Services each year since 2015 , including approximately 960 Disabled Carryout and 70 Elective Carryout customers . Table 3: Residential Customers Year Total Residential Customers 1 FY 2015 212 ,601 FY 2016 215 ,946 FY 2017 220 ,100 FY 2018 225 ,822 FY 2019 231 ,115 FY 2020 238 ,738 FY 2021 244 ,517 1. Total res idential customers is the number of households billed at the end of ea ch Fiscal Year on September 30 . Table 4 lists each service provided, the material collected , set-out method , collection frequency , annual tons collected and processing and/or disposal facility where material is currently delivered . E xh ibit F - 4 of 11 7 Table 4: Residential Collection Service Matrix Collection Material Set-out Collection Annual Tons Processing Service Collected Method Frequency (FY 2021) Facility Repub li c Curbside Prog ram Recyclable Cart Wee kly 64 ,750 Services North Recycl ing Materials Texas Recycl ing Complex Every residential customer receives a 64-gallon Recyclables Storage Cart , and may request up to two (2) 96 -gallon Recyclables Storage Carts. As of March 2022 , there were 1,447 commercial cart accounts that receive Refuse Collection Service at a frequency ranging from one to six times per week , as shown in Table 5. Recyclables Sto rage Carts are provided by the City to any commerc ial Service Units also receiving Refuse/Garbage collection and that can be serviced in proxim ity to existing residential curbside routes . Table 5: Commercial Customer Accounts by Number of Carts and Collection Frequency , March 2021 Carts per Collections per Week Account1 1x 2x 5x Gx 1 889 11 1 1 2 389 8 1 - 3 85 4 2 - 4 30 --3 5 10 --- 6 4 --- 10 -1 -- 1. Ac co unts are provided more than on e cart upon req uest and bill ed acc ordingly . 2.3 Southeast Landfill (SELF) The City owns the SELF located at 6288 Salt Rd, Fort Worth , TX 76140 and has an operating agreement with Republic Services including contractual and financial provisions for funding future closure and post closure costs. The Contract has been in place since 2003 , with several amendments , and has spanned two expansions of the SE L F. The SELF Contract is not a part of the RFP , and information about the SELF is included fo r informational purposes. The total permitted capacity of the SELF is 38 ,558 ,000 cubic yards , including capacity from two permit amendments . The remaining capacity is estimated to be 19 ,151 ,027 cubic yards as of January 1, 2021 . This represents an estimated remaining landfill life of 12 to 17 years , depending on the tonnage disposed The City pays the tip fee for any materials delivered to the SELF by the current Residential Collection Services Contractor. 2.4 Drop-Off Station Collection Services The Drop-Off Station and Special Event Collection Services Cont ract provides collection of roll- off containers conta ining refuse and brush from the four City Drop-Off Stations (Brennan , Exh ibit F - 5 of 117 Southeast, Old Hemph ill Road and Hillshire Drop-Off Stations) and collection of Special Event Mate r ial. The Contractor also services compactors of Program Recyclable Materials. Approximately 435 tons of Single-stream recycling was collected vi-a compactors from among all the City's Drop-Off Stations in FY 2021. 2.5 Recycling Processing Service The City's Program Recyclable Materials are processed by a Contractor that provides Processing Servi ces for Single-stream Recyclables delive red to the Material Recovery Facility (MRF). Program Recyclable Materials are received , processed , sorted and baled for sale on secondary commodities markets. Table 6 commun icates the historical annual tons of Program Recyclable Materials delivered for processing . Table 6: Annual Tons Delivered to Single-stream Recyclables Processing Services Contractor Year Annual Tons FY 2015 49 ,165 FY 2016 51 ,732 FY 2017 53 ,620 FY 2018 54 ,628 FY 2019 56 ,608 FY 2020 63 ,608 FY 2021 64,750 In FY 2021, the City delivered an average of 5 ,300 monthly tons of Program Recyclable Materials for processing . Table 7 shows the City Program Recyclable Materials tons delivered on a monthly basis to indicate seasonal fluctuations that can be expected in Program Recyclable Materials generation . Table 7: Monthly Tons of Program Recyclable Materials Delivered for Processing, FY 2021 Month Tons Oct-20 5,099 Nov-20 5,164 Dec-20 5,736 Jan -21 5,318 Feb-21 4,208 Mar-21 6,151 Apr-21 5,7 51 May-21 5,754 Jun-21 5,752 Jul-21 5,344 Aug-21 5,382 Sep-21 5,091 Total 64,750 Exhibit F - 6 of 11 7 The City currently conducts quarterly audits of Program Recyclable Materials collected curbside from resident ial properties. Table 8 provides the audit results from October 2015 through September 2018 . Table 8: Historical Material Recovery Facility Program Recyclable Materials Audit Results Group Material Category March 2019 ONP 10.15% occ 15 .67% Paper Cartons 0.28 % Mixed (O t her 18.88% Recyclable) Subtotal 44.98 % PET 5.95% HOPE Natu ral 1.17% HOPE Color 1.57 % Plast ics Plastics #3 -#7 2 .07 % Rigid Plastics 1.23% Plastic Film 0.53 % Subtotal 12 .52 % Glass Glass 16 .06% Subtotal 16 .06 % Aluminum 1.78 % Metals Steel/Tin 2.09 % Scrap Metal 1.03 % Subtotal 4.90 % Residue/ Residue/Contamination 21 .54 % Contam ina ti on Subtotal 21 .54 % Total 1 100.00% 1. Total may not sum exactly due to round mg 2.6 Public Education and Outreach July October October 2019 2019 2021 0.00 % 0.06 % 0.00 % 7.92 % 11 .02 % 12 .83 % 0.00 % 0.08 % 0.00 % 31.78 % 31 .76 % 25 .39 % 39.70 % 42.92 % 38.22% 7.48 % 6 .50 % 5.12% 1.17% 1.29% 1.28 % 1.12 % 1.41 % 1.82 % 0.00 % 0.11 % 1.60 % 0.54 % 0.32 % 0.72 % 0.00 % 0.25 % 0.00 % 10.31 % 9.88 % 10.54% 26 .31 % 15.13 % 21 .87% 26.31 % 15 .13% 21.87% 1.61 % 1.7 0% 2.12 % 0.00 % 1.83 % 1.83 % 3.13 % 1.34 % 1.00 % 4.74 % 4 .87 % 4.95% 18 .94 % 27 .20 % 24.42 % 18.94% 27 .20 % 24.42% 100.00% 100.00% 100.00% The current Residential Collection Services Contractor and Recycling Processing Service Contractor assist the City in its public education and community information program by making payments as part of each respective contract. The Recycling Processing Service Contractor payments are in the amount of $2.35 pe r ton of material processed , paid on a monthly bas is. The City expects that the Recycling Processing Service Contract developed as a result of this RFP will continue to require public education fees . The City provides education , outreach and enforcement to residential customers regarding all services . Educational efforts include printed materials , mailings , social media , community outreach presentations , school programs , Home Owne r Association (HOA) and Neighborhood Association (NA) programs , staff time , and other service as required . The City develops and deploys additional education and community outreach to reduce recycling contamination and provides enfo rcement to ensure that residents are following the Exhibit F -7 of 117 rules that allow for service to be provided most efficiently. The City has developed a "Blue Crew" that checks the contents of residential set-outs each day and leaves tags to inform the residential customer of any contamination that are found in recycling carts and code enforcement officers leave notices for carts set-out incorrectly , material that is not set out at the right time , and 'other enforcement act ivities. The Blue Crew remove bags that are identified as contaminated and attach a tag explaining the situation to the customer, as shown in Figure 2-2 . Figure 2-2: Example of Bags Tagged as Contaminated The Blue Crew contains up to six full time employees (FTEs) and educates customers. Residential customers who are found to repeatedly place non-recyclable materials in the recycling carts may have their recycling carts removed. Additionally , the City has found that through educating the community about the importance of minimizing contamination , there are few complaints about the aud iting of resident ial set-outs. Additionally , the City develops and deploys social media posts , support Keep Fort Worth Beautiful and provide other programmatic education , outreach and enforcement activities as necessary . SECTION 3 -DEFINITIONS 3.1 General (1) In this RFP , the singular shall include the plural and the plural shall include the singular, except where the context otherwise requires . (2) All references in this RFP to the City 's "discretion " or "sole discretion " means in the sole and absolute discretion of the party exercising the discretion. (3) All references in this RFP to "day" or "days" means calendar days , unless otherwise stated . 3.2 Definitions Affiliate shall mean any parent, subsid iary , or any other entity cont rolling , controlled by , or under common control of the Proposer Exhibit F -8 of 11 7 Applicable Law shall mean any statute , law, constitution , charte r, ordinance , resolution , judgment, order , decree , rule, regulation , di rective , 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 any Contract resulting from this RFP , serving as the point of communication between Contractor and the City. Average Monthly Actual Sales Price shall mean the average monthly sale price for any Program Recyclable Materials processed into Recovered Materials . Business Equity Firms shall mean a Contractor, subcontractor, vendor, or independent firm that is a certified minority-owned business enterprise and/or women-owned business enterprise with a significant business presence in the City 's marketplace . Business Equity Goal shall mean the result of the calculation prepared by the City 's Diversity, Inclusion and Business Equity department that includes all the following factors : the detailed cost estimate of the work to be performed , or goods purchased ; the City's marketplace ; the availability of Business Equity Fi rms and non -Business Equity Firms in the marketplace determined for any Contract developed as a result of this RFP ; and the subcontracting/supplier opportunities of each project. Business Equity Ordinance shall mean the City Council-approved Article, amended and adopted October 19 , 2021 , Ordinance No. 625165-10-2021 that repealed all previous minority- owned and women -owned business enterprise ordinances and policies previously adopted by the City and enacted a new business equity program in accordance with federal law and the findings of the City's most recent Disparity Study. The Business Equity Program Ordinance went into effect on January 1, 2021. Business Equity Percentage shall mean calculation to determine the commitment to the Business Equity Goal as a proportion or share of the overall value of a specific project. Capital Cost Component shall mean the component of the Recyclables Processing Fee or Acceptable Organic Materials Processing Fee intended to recover costs of capital such as site development , building construction , processing equipment and rolling stock . City shall mean the City of Fort Worth , Texas . Commencement Date shall mean the date that the Contract begins and the Facility would begin to accept the City's Recyclables. Commission shall mean the Texas Commission of Environmental Quality (TCEQ). Comprehensive Solid Waste Management Plan (CSWMP) shall mean the strategic planning document adopted by the City in September 2017. Consumer Price Index (CPI) shall mean the series of indices that measure the average change over time in the purchase prices of domestic consumers of goods and services. CPI measures price change from the perspective of the consumer, in contrast to the Producer Price Exh ib it F -9 of 117 Index, which measures price change from the producer's perspective . The CPI is calculated by the Bureau of Labor Statistics , a division of the U.S . Department of Labor. Contaminated Cart shall mean a Recyclables Storage Cart that contains material not accepted as part of any Recycling Services for Program Recyclable Materials Contract developed as a result of this RFP. Contingency Plan shall mean the plan developed by the Contractor describing the arrangements to provide all necessary equipment and personnel to maintain uninterrupted Recycling Processing Service during mechanical breakdowns , natural disasters , emergency downtime , equipment failure or breakdown , labor dispute , or any other situation that would prevent the ability to provide Recycling Processing Service. Contract shall mean the Contract developed as a result of this RFP between the City and any Proposer. Contractor shall mean any entity that is currently providing Services for the City or the successful Proposer that enter into any Contract with the City for Services as a result of and pursuant to the terms of this RFP . Contractor's Representative shall mean a qualified , competent and reliable representative managing a facility or other operations as part of any Contract resulting from this RFP. Cost Adjustment Method shall mean the adjustment of unit prices for Services with the City by the Contractor for the second and subsequent years of any Contract. The price may be adjusted upward or downward to reflect changes in the cost of operations by a cost adjustment calculation using indices applicable to Services. 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. Delivery Facility shall mean a Materials Recovery Facility or Transfer Station that would ultimately transport Program Recyclable Materials for processing. Disparity Study shall mean the study conducted by the City supporting interest in continuing a race and gender-conscious Business Equity Firm program that uses statistical data and anecdotal testimony to provide a sound basis for use of narrowly tailored remedial race and gender-based measures to ensure equal opportunities for all firms to do business with the City. Director shall mean the Director of the City of Fort Worth 's Code Compliance Division or shall mean that person whom the City has designated to be responsible for adm inistrating the City 's Solid Waste services . 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 Allowance shall mean the right to dispose of residue and contamination material generated from the processing of Program Recyclable Materials or Acceptable Organic Materials at the SELF at no cost to the Contractor. Exhibit F -I O of 11 7 Disposal and Transportation Fee shall mean the fee intended to recover disposal costs of residue and contamination material generated from the processing of Program Recyclable Materials or Acceptable Organic Materials at the SELF or at a site other than the SELF . 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 ut ilized 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. Employment Cost Index (ECI) shall mean the measure of the change in the cost of labor, free from the influence of employment shifts among occupations and industries. Wages and salaries are defined as the hourly straight-time wage rate or, for workers not paid on an hourly basis , straight-time earnings divided by the co rresponding hours. Straight-time wage and salary rates are total earnings before payroll deductions , excluding premium pay for overtime and for work on weekends and holidays , shift differentials , and non-production bonuses such as lump-sum payments provided in lieu of wage increases . Production bonuses , incentive earnings , commission payments , and cost-of-living adjustments are included in straight-time wage and salary rates . The ECI is calculated by the Bureau of Labor Statistics , a division of the U.S. Department of Labor. Environmental Protection Agency shall mean the United States Environmental Protection Agency (U.S. EPA), or any duly authorized official of said Agency . Evaluation Committee shall mean the group of individuals selected by the City to evaluate RFP Submiss ions as described in Section 6.1. 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 . Fire Prevention Plan shall mean the 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 one or more Service(s). 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. Good Faith Efforts shall mean the proof of effort to achieve the Business Equity Goal , including an honest and conscientious effort by the Bidder to explo re all available options to achieve , to the maximum extent practical , to meet the Business Equity Goal. Compliance with each of the following steps shall satisfy the Good Faith Effort requirement absent mere pro forma efforts or proof of fraud , misrepresentation, or intentional discrimination by the Bidder: Exh ibit F -11 of 11 7 (1) List each and every opportunity for Subcontractors for the completion of a Contract. On Combined Projects list each opportunity for Subcontractors through the 2nd Tier. (2) Obtain a current list (dated not more than six (6) months old prior to the bid open date) of Business Equity Firms from the DVIN . (3) Solicit participation from Business Equity Firms , within the Subcontractor areas previously listed, at least ten (10) calendar days prior to the Proposal Opening Date . Both Business Equity Firms and non-Business Equity Firms must receive the same solicitation for each area of opportunity. The three methods identified below are acceptable for soliciting participation , and each selected method must be applied to the applicable contract. The Bidder may meet the Good Faith Effort requirement by making at least one successful contact with a Business Equity Firm using either (i) email , (ii) fax, or (iii) telephone. The Bidder may also meet the Good Faith Effort requirement by documenting , in the manners detailed below, that at least two attempts were made using two of the three following methods : a. Email : a copy of the sent confirmation to each Business Equity Firm with the date and time of the email printed directly from the email system for proper documentation. If an email is returned as undeliverable , then that "undeliverable message" received must be printed directly from the email system for proper documentation. b. Fax: a copy of sent confirmation to each Business Equity Firm with the date and time printed directly from the facsimile for proper documentation. If a fax is returned as undeliverable, then that "undeliverable confirmation" received must be printed directly from the fax for proper documentation . c. Telephone : a call log that identifies each Business Equity Firm contacted with the phone number, name of individual contacted, time, date and outcome of each phone call. (4) Provide plans and specifications or information regarding the location of plans and specifications which shall be communicated to all Business Equity firms in each Subcontractor area. (5) Attach a copy of the solicitation sent to the Business Equity firm identifying the instructions on how to obtain plans and specifications for this solicitation. (6) Submit documentation of any Business Equity Firm whose quotes were rejected. The documentation submitted should be in the form of an affidavit, include a detailed explanation of why the Business Equity firm was rejected and any supporting documentation the Proposer wishes to be considered by the City. In the event of a bona fide dispute concerning quotes , the Proposer will provide for confidential review of any relevant documentation by City personnel. (7) All communications from the Proposer to potential Business Equity Firms shall be documented and submitted to the City . Exhibit F -12 of 11 7 Government Approvals shall mean all licenses , permits and approvals required from any Governmental Body for performance of the Contractor's obligations under any Contract resulting from this RFP . Governmental Body shall mean , as appropriate , any one o r, 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 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. GVW shall mean gross vehicle weight. Hazardous Waste shall mean any Solid Waste identified or listed as a Haza rdous 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. Industrial Solid Waste shall mean Solid Waste resulting from or incidental to any process of industry or manufacturing , or mining or agricultural operations . Liquidated Damages shall mean the estimate of intangible or hard-to-define losses to the City. Material Obligation of City shall mean those services or duties for which any Contract resulting from this RFP calls upon the City to perform unless specifically noted otherwise within the terms of this Contract, and for which , by the terms of this Contract may constitute grounds for penalties or termination if the City fails to perform such services or duties. Material Obligation of Contractor shall mean the services or duties for which any Contract resulting from this RFP calls upon the Contractor to perform. Material Recovery Facility shall mean a Processing Facility whose activities include the separation and preparation of Program Recyclable Materials to produce a marketable commodity. 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 ranch land), 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. ExhibitF - 13 of l 17 Multi-Family Dwelling shall mean a building designed exclusively for residential occupancy by more than three families. Minority Business Enterprise (MBE) shall mean a business entity , including but not limited to a sole proprietorship , partnership , corporat ion , limited liability company , association or joint venture in which : (1) at least fifty one percent (51 %) owned by one or more minority individuals , or in the case of a publicly traded business , at least fifty one percent (51 %) of all classes of the stock of which is owned by one or more minority individuals ; and (2) management , policies , major decisions and daily business operations are independently managed and controlled by one or more such more minority individuals. Net Revenue shall mean revenue from commodity sales that a Materials Recovery Facility realizes from any Contract awarded as a result of this RFP , less transportation costs from the Contractor's Recycling Facility to the purchaser 's facility. Operating and Business Plan shall mean the plan developed by the Contractor describing the arrangements to provide access to a Delivery Facility . Operating Cost Component shall mean the component of the Recyclables Processing Fee or Acceptable Organic Materials Processing Fee intended to recover ongoing costs of operations such as personnel costs, utilities , maintenance , fuel , marketing and other similar costs. 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 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. Preferred Contractor(s) shall mean the Proposer(s) receiving the highest score for each Service as part of the evaluation process described in Section 6.6 that are identified by the Evaluation Committee to enter into negotiation for one or more Service(s). Processing Facility shall mean a facility whose activities include, but are not limited to, the separation and preparation of Recyclables. Producer Price Index (PPI) shall mean the series of indexes that measure the average change over time in the selling prices received by domestic producers of goods and services. PPI measures price change from the perspective of the seller, in contrast to the Consumer Price Index, which measures price change from the purchaser's perspective . The PPI is calculated by the Bureau of Labor Statistics , a division of the U.S. Department of Labor. Program Recyclable Materials shall mean Recyclables including commingled steel , aluminum and plastic (#1 -#7) containers that are stored and collected together with recyclable paper designated as Recyclable by the City . Exh ibit F - 14 of 11 7 Proposal Acceptance Period shall mean the period that the time period that a proposal is held valid and binding pursuant to Section 4 .1.2 . Proposer shall mean a party that submits a proposal in response to this RFP . 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 . Public Education Fee shall mean the fee provided to the City to support the education and outreach requ ired to ensure that residen t ial customers understand the procedures and maintain compliance with the Contractor needs to for the efficient provision Recycling Process i ng Service . Putrescible Waste shall mean organic wastes , such as Garbage , wastewater treatment plant sludge , and grease trap waste , that is capable of being decomposed by microorganisms with sufficient rapidity as to cause odors or gases or is capable of providing food for or attracting birds , animals , and disease vectors . Rating Service shall mean a company that is able to provide a risk assessment related to a another company 's long-term debt. RCRA shall mean Resource Conservation and Recovery Act. Recovered Materials shall mean Program Recyclable Materials that have been segregated and baled for sale . Recreational Waste shall mean solid substances emanating from any public or private park , beach , or recreational area . Recyclable Revenue Share shall mean the portion of the revenue generated from the sale of Recovered Materials provided to the City by the Processing Services or Program Recyclable Materials Contractor. Recyclables shall mean material that has been recovered or diverted from the nonhazardous Solid Waste stream for purposes of reuse, Recycling , or reclamation, a substantial portion of which is consistently used in the manufacture of products , which may otherwise be produced using raw or virgin materials. Recyclables are not Solid Waste. However, Recyclables may become Solid Waste at such t ime , if any, as it is abandoned or disposed of rather than recycled , whereupon it will be Solid Waste with respect only to the party actually abandoning or disposing of t he material. Recyclables Storage Cart shall mean a leak-proof container with attached lid and wheels that w ill allow the automated or semi-automated collection of Recyclables and their residue . Recycler shall mean a Person or entity , which is permitted by the City to Collect, transport and process Recyclables . 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 Ex hibit F -I 5 of 11 7 similar materials that will not burn at ordinary incinerato r temperatures (1 ,600 degrees Fahrenheit to 1,800 degrees Fahrenheit). RFP Documents are defined in Section 4 .2.1 (1 ). RFP Process shall mean the procurement process to select a Preferred Contractor commencing with the issuance of this RFP and upon successful transition of Contractor on the expiration of the Proposal Acceptance Period (or extended Proposal Acceptance Period , if applicable) whichever is first. Service shall mean Recycling Processing Service . Single-Family Dwelling shall mean a building designed exclusively for residential occupancy by not more than one family. Small Hauler shall mean a hauler that collects Program Recyclable Materials and may tip at the Delivery Facility . Solid Waste shall mean any Garbage , Rubbish , Refuse , sludge from a wastewater treatment plant , water supply treatment plant , or air pollution control Facil ity , and other discarded material , including solid , liquid , semi-solid , or conta ined 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 , d irt , 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 Program Recyclable Materials or 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. This does not require that different types of Program Recyclable Materials be separated from each other. 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 Operating Procedure (SOP) shall mean the technical specifications for provis ion of key aspects of Service. ExhibitF -16 of 11 7 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. 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 the Contract awarded as a result of this RFP. Transfer Station shall mean a permitted Facility where Refuse , Garbage , Program Recyclable Materials , Yard Waste, Brush , or Bulky Items are deposited and prepared for transport on larger transfer Vehicles for ultimate Disposal in a Disposal Facility , or where Recyclables are deposited for transfer on larger Vehicles to a Processing Facility. Traffic Plan shall mean the plan developed by the Contractor(s) for one or more Service(s) describing the flow of traffic and procedures for safely and efficient Vehicle flow throughout a Facility. Type I Waste shall mean Refuse, Garbage , Yard Waste, Brush, or Bulky Items . Type IV Waste shall mean Brush such as tree and shrub limbs and trimmings , Bulky Items , and/or Refuse that are free of putrescible and free of household wastes . Ton shall mean a short ton of 2 ,000 pounds . Trash shall mean the same as Refuse. Transition Plan shall mean the plan developed by the Contractor describing how the Contractor will transition to provide Service. Unaccepted Load shall mean a load of material delivered to the Delivery Facility, by or on behalf of the City , any Small Hauler, or any other source collected within the City , that contains more then thirty (30) percent of materials , by weight, other than Program Recyclable Materials including, but not limited to , Hazardous Waste, special waste , Medical Waste and friable asbestos , or other materials that presents a danger to the health or safety of the public or Contractor's employees. Uncontrollable Circumstances includes "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 , Exhibit F -17 of 117 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. 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 . Verified Market Price shall mean the verifiable market price for any Recovered Materials. 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. Women-Owned Business Enterprise shall mean a business entity , including but not limited to a sole proprietorship , partnership , corporation , limited liability company , association or joint venture in which : (1) at least fifty one percent (51 %) owned by one or more women , or in the case of a publicly traded business, at least fifty one percent (51 %) of all classes of the stock of which is owned by one or more women ; and management, policies , major decisions and daily business operations are independently managed and controlled by one or more such more women. Working Day shall mean Monday through Friday and holidays, except New Year's Day , Thanksgiving Day , and Christmas Day. SECTION 4 -RFP PROCESS AND RFP DOCUMENTS The purpose of this section is to provide Proposers with an overview of the RFP Process , RFP Documents and document distribution, RFP Process schedule, and specific requirements and procedures pertaining to the RFP Process. Further detailed information pertaining to proposal format, content , evaluation, and additional procedures is provided in subsequent sections of this RFP. Exh ibit F-18of 11 7 4.1 RFP Process Overview 4.1.1 Schedule of Events (1) The deadlines for submission of a proposals and the general schedule of events for the RFP Process are provided in Table 9. The City may amend the schedule of events at its sole discretion including : a. At any time before the proposal submission deadline for events that are to occur on or before the proposal submission deadline , including the proposal submission deadline itself. b. At any time in the RFP Process for events that are to occur after the proposal submission deadline. Table 9: Tentative Schedule of Events Event Date RFP Release Date August 17 , 2022 August 25 , 2022 at Pre-proposal Conference 1 0AM Central Standard Time via WebE x Proposer Question Submission August 26 , 2022 at 5PM Deadline Central Standard Time Answers Posted Deadline September 2, 2022 September 15, 2022 at Proposal Submission Deadline 1 :30PM Central Standard Time Interviews September, 2022 - October, 2022 Contractor Selection September, 2022 - October, 2022 Contract Negotiations October, 2022 - November, 2022 Recommendation of Award Made to November, 2022 - City Council December 2022 Commencement Date April 1, 2023 4 .1.2 Proposal Acceptance Period (1) By submission of its proposal , the Proposer acknowledges that it makes an offer that , if accepted in whole or in part by the City , constitutes a valid and binding contract as to any and all items accepted in writing to the City. The Proposal Acceptance Period is one hundred and eighty (180) calendar days from the date of opening. The period of acceptance of proposals may be mutually extended . (2) If the City wishes to extend the Proposal Acceptance Period , the City shall submit a request to extend the Proposal Acceptance Period to those Proposers whose RFP Submissions , in the City 's sole discretion , are still under consideration in the RFP Exhibit F - 19 of 11 7 Process. For greater clarity , the City may issue a request to extend the Proposal Acceptance Period at any point in the RFP Process. A Proposer may, in its discretion , refuse to extend the Proposal Acceptance Period in accordance with the following : a. Notwithstanding a Proposer's refusal to extend the Proposal Acceptance Period , that Proposer 's RFP Submission shall continue to be valid in accordance with the Proposal Acceptance Period as described in Section 4.1 .2(1). b. If the City determines that it will be unable to determine the Preferred Contractor prior to the expiration of the original 180 days, the City may discontinue the evaluation or consideration of a Proposer or may discontinue negotiations with a Proposer or finalization of the Contract with any Preferred Contractor. If that Proposer has refused the City 's request to extend the Proposal Acceptance Period , the City may continue the RFP Process with only those Proposers that have agreed to an extension of the original 180 days . (3) In respect of the Preferred Contractor, the City shall be considered to have accepted the Preferred Contractor's RFP Submission , including its Price Proposal prior to the expiration of the Proposal Acceptance Period , if the City and the Preferred Contractor enter into a Contract prior to the expiration of the of the Proposal Acceptance Period (or any extensions to this period , if applicable). (4) If during the course of negotiations , a Proposer submits a Best and Final Offer to the City or agrees to revised terms and conditions in accordance with Section 6.6.5(1 )(b) prior to the expiration of the Proposal Acceptance Period , that Proposer is deemed to have agreed to an extension of the original Proposal Acceptance Period to 180 days after the City receives the revised proposal. 4 .1.3 Chapter 252 Purchasing and Contracting Authority of Municipalities The City may forego the competitive bidding procedures of Chapter 252 of the Local Government Code when making a purchase that is necessary to preserve or protect the public health or safety of the City's residents . See Tex. Local Gov't Code Sec. 252.002 (a)(2). Although the City is undertaking a competitive process in an effort to obtain the most favorable terms, as a procurement of Recycling Processing Service, this RFP is exempt from the bidding requirements provided under Chapter 252 of the Texas Local Government Code . The City reserves the right to cancel this RFP at its sole discretion and/or to revise or amend the specifications of this RFP including any schedules or timelines contained herein. 4.1.4 Business Equity Firm Utilization Requirements The City of Fort Worth implemented the Business Equity Ordinance to reflect the City's availability and disparity study findings. All proposers shall note that it is the policy of the City to ensure the full and equitable participation of Business Equity Firms in the procurement of services over $100 ,000. (1) The Business Equity Goal is 15% (2) The information that shall be submitted with the proposal include as part of Form 12: Exhi bit F -20 of 11 7 a. The company name , address, point of contact , email address , office and fax telephone numbers of the Business Equity firms ; b. A detailed description of the work to be performed or supplied by each Business Equity Firm ; c . The sub-contract value or percentage of work for each Business Equity firm and each non-Business Equity Firms ; d . State the Bus iness Equity Percentage level of commitment achieved ; and e . Provide the same identification information for all non-Business Equity firms . It is important to note that only Business Equity Firms that perform a commercially useful function may count towards the 15% Business Equity Goal. Business Equity Firms must be located in the City 's six (6) county geographic marketplace that includes the counties of: Tarrant, Dallas , Denton , Johnson , Parker and Wise. A Business Equity Firm Proposer can count its self-performance services towards meeting the Business Equity Goal for the assigned North American Industry Classification System (NAICS) commodity codes on their Minority Business Enterprise or Women Business Enterprise Certification . If the Business Equity Firm Proposer cannot self-perform all of the work, it will be accountable for subcontracting with certified Business Equity Firms to meet the overall goal. Proposers must obtain a listing of certified firms from the City of Fort Worth 's Business Equity Division website at https ://www.fortworthtexas.gov/files/assets/public/diversity- inclusion/documents/business-equity/request-for-listing-form-2021 .pdf and submit the form by email to DVIN BEoffice@fortworthtexas .gov. Obtaining a listing of certified firms shall not be considered a rest ricted communication pursuant to Section 4.4 . This will ensure that Proposers are acknowledging Business Equity Firms currently cert ified by the North Central Texas Regional Certification Agency (NCTRCA), Dallas/Fort Worth Minority Supplier Development Council (D/FW MSDC) and the Women 's Business Council Southwest (WBCS) at the time proposals are submitted , in order for the participation to be counted towards the established goal. For clarity , Business Equity Firms must be located in the City 's six (6) county geographic marketplace that includes the counties of: Tarrant , Dallas , Denton , Johnson, Parker and Wise. If a Proposer forms a joint venture with one or more Business Equity Firms , the Business Equity joint venture percentage part icipation will be counted towards the established goal. The appropriate Business Equity Joint Venture Form (Form 14) must be submitted for review and approval in order for it to be counted. Joint ventures must be in accordance with City Ordinance §20-370(J), which has recently been amended to preclude any Contractor from entering into an exclusive contract or non-compete agreement that restricts a Business Equity Firm 's ability to grow and build capacity in the City 's marketplace unless it can be shown that this relationship has resulted in the growth of the Business Equity Firm 's capac ity and the Business Equity Firm freely consents to the contract or agreement. Failu re to submit the Bus i ness Equity participation information or the detailed explanation of the proposer's Good Faith Efforts to meet or exceed the stated Business Equity Goal, may render the proposal non-responsive . Ex hi bit F -2 1 of 117 If a Proposer fails to meet the stated Business Equity Goal , in part or in whole , then a detailed explanation must be submitted to demonstrate the Good Faith Efforts made to secure Business Equity Firm participation and shall be provided as part of Form 12. Proposers shall also indicate if any Business Equity Firms or joint venture partners could reasonably expect to increase their percentage over time to meet the Business Equity Goal if they are awarded any Contract as a result of this RFP . Proposers shall be evaluated based on the Business Equity Percentage that is achievable upon the Commencement Date(s). In making a Good Faith Effort determination, the City will consider the Proposers efforts to : (1) Solicit through all reasonable and available means (e.g., attendance at the Pre-proposal Conference , advertising and written notices) the interest of all Business Equity Fi rms in the scope of work included in this RFP. The Proposer shall provide interested Business Equity Firms with timely , adequate information about the plans , specifications , and requirements of the Service(s) to allow such firms to respond to the solicitation. The Proposer must follow up initial solicitation with interested Business Equity Firms. (2) Select portions of the work to be performed by Business Equity Firms in order to increase the likelihood that the Business Equity Goal will be achieved. This includes, where appropriate, break ing out tasks into economically feasible units to facilitate participation, even when the Proposer would otherwise prefer to perform these work items with its own forces. It is the Proposer's responsibility to make a portion of the work available to Business Equity Firms and to select those portions of the work or material needs consistent with the availability of such Business Equity Firms to facilitate their participation . (3) Negotiate in good faith with interested Business Equity Firms . Evidence of such negotiation includes the names, addresses , and telephone numbers of Business Equity Firms that were contacted ; a description of the information provided regarding the plans and specifications for the work selected for subcontracting ; and why agreements could not be reached. The Proposer may not reject Business Equity Firms without sound reasons based on a thorough investigation of their capabilities . That there may be some additional costs involved in finding and using Business Equity Firms is not in itself sufficient reason for a Proposer's fa ilure to meet the Business Equity Goal , as long as such costs are reasonable. The performance of other Proposers in meeting the Business Equity Goal may be considered . For example , when a Proposer fails to meet the Business Equity Goal but others meet it, it may be reasonably questioned whether, with additional reasonable efforts, other Proposers could have met the Business Equity Goal. Proposers shall provide a signed letter of intent from each listed Business Equity Firm describing the work , materials , equipment or services to be performed or provided by the Business Equity Firm and the agreed upon dollar value shall be due at the time specified in the solicitation . Exhibit F -22 of 11 7 If the City determines that a Good Faith Effort was not made , the Proposer's submission shall be deemed non-responsive and disqualified Pursuant to Section 6 .7. 4.1.5 Proposer Costs (1) All costs and expenses directly or indirectly related to any aspect of a Proposer's participation in this RFP Process shall be the sole responsibility of and shall be borne solely by the participating Proposer, including , but not limited to , all costs and expenses related to the Proposer's involvement in : a. the preparation , presentation and submission of its proposal ; b. attendance at the mandatory pre-proposal conference or any other meeting with the City ; c. due diligence and information gathering processes ; d. preparation of responses to questions or requests for information from the City ; e. preparation of the Proposer's own Request(s) for Clarification(s) during the clarification process ; f . negotiations ; and g. any other costs. 4.1.6 Award of Contract (1) It is understood that the City maintains the right to accept or reject any and all proposals and re-solicit for proposals , as it shall deem to be in the best interests of the City of Fort Worth. Receipt and consideration of any proposals shall under no circumstances obligate the City to accept any proposals. If an award of contract is made , it shall be made to the Proposer(s) whose proposal is determined to be the best evaluated offer and that provides the best value to the City , taking into consideration the relative importance of the evaluation criteria set forth in Section 6.5 of the RFP. 4.1.7 Certificate of Interested Parties Form 1295 (1) Upon notification that a Proposer has been recommended for award of any Contract resulting from this RFP, Proposer must comply with Government Code Section 2252.908 and must submit a Certificate of Interested Parties Form 1295. Form 1295 must be electronically filed with the Texas Ethics Commission at https:/lwww.ethics.state.tx.us/whatsnew/elf info form1295.htm . The form must be printed , signed , and submitted to the Senior Purchasing Manager, as identified in Section 9.2.1 , before any Contract will be presented to the City Council for authorization. For more information , Proposers should review the Texas Ethics Commission Rules at https:/lwww.ethics.state.tx.us/rules/commission/ch46.php. Exhibit F -23 of 11 7 4.2 RFP Documents and Document Distribution 4 .2.1 RFP Documents (1) The RFP Documents include : a. The RFP main document b. Exhibit A -Forms c. Exhib it B -Draft Terms and Conditions d. Exhibit C -Recycling Audit Procedu res e. Addenda to the RFP Documents , if any . (2) All RFP Documents , including all documents listed in Section 4.2.1 (1 ), shall be read as a whole . The Exhibits and addenda , if any , constitute an integral part of this RFP and are incorporated by reference. (3) All names of Proposers shall be read publicly at 2 :00PM in the Council Chambers on the Proposal Submission Deadline Date . 4.2.2 D istribution of Documents (1) The City will distribute all RFP Documents , including any addenda , and City responses to Proposer Question Submission , by making them ava ilable on the City 's website as described in Section 4.6. 4.3 RFP Procedural and Content Clarifications 4.3.1 Contact Information and Method (1) Any request for explanation , clarification, or interpr etation desired by a Proposer regarding any part of this RFP must be made prior to the publ ished question deadline , as referenced in Table 9. (2) IN ORDER FOR QUESTIONS TO BE ANSWERED , ALL QUESTIONS MUST BE HAND DELIVERED OR SENT BY E-MAIL BEFORE THE QUESTION DEADLINE AND MUST BE IDENTIFIED AS FOLLOWS : a . All explanation , clarification or questions must clearly identify the buyer's name and the bid number on the document or on the subject line , if sent by an email. For example : "Attention : Buyer Name and Bid No. XX - XXXX ". If the buyer's name and bid number is not included as specified above, the question will NOT be answered. (3) Delivery of questions by : a. Via hand delivery to : Fort Worth City Hall , Pu rchasing Division , Lower Level RFP # 22-0203 200 Texas Street Fort Worth , Texas 76102 Exh ib it F -24 of 11 7 b. Via e-mail to : FMSPurchasingResponses@fortworthtexas.gov Please note , if an e-mail confirming receipt of your e-mail is not received within one (1) business day, please contact City of Fort Worth Purchasing at 817-392 -2462 to verify receipt of your question . (4) If the City , in its sole discretion , determines that a change or additional information is needed or a clarification is required , the City shall issue a written addendum regarding such change , additional information , or clarification. Sole authority for issuing of addenda shall be vested in the City 's Purchasing Divis ion . (5) Proposers making phone calls or other oral inquiries regarding RFP Documents , the RFP Process , or proposals , except as permitted during the pre -proposal conference , will be referred to the City 's Purchasing Division . The Purchasing Div ision w ill only instruct Proposers to submit their i nquiry electronically or hand delivered in writing. (6) Interpretations , corrections or changes to the RFP are not binding upon the CITY if they are made in any manner other than a written addendum , and Proposers shall not rely upon such written interpretations , corrections or changes . Oral explanations or instructions given before the award of the Contract are not binding . Each PROPOSER must acknowledge receipt of all addenda within its response. 4.3.2 Proposer to Make Own Examination (1) It is the responsibility and obligation of each Proposer to examine the RFP in its entirety and seek clarification or additional information , through submission of a Proposer Question to the City in accordance with this Section 4.3 .1, rega rding any matte r the Proposer considers to be unclea r. The City assumes no responsibility for any misunderstanding by a Proposer of information contained in this RFP , addenda to this RFP , responses to Proposer Question Submissions, or any other pertinent documents or information provided by or communication made by the City regarding the RFP , RFP Documents , and RFP Process. 4.3.3 Errors or Omissions (1) Proposers are expected to examine all RFP Documents and will not be allowed to take advantage of any error, omission , ambiguity , or inconsistency in the RFP Documents . Where errors or omissions appear in this RFP , the Proposer shall promptly notify the City of Fort Worth Purchasing Division in writing, directing , as stated in Section 4 .3.1 of this RFP , of such error or omission it discovers. The City assumes no responsibility for errors or misrepresentations that result from the use of incomplete proposals . (2 ) Upon notification or identification of any error, omission , ambiguity , or inconsistency, the City may , at its sole d iscretion , choose to issue an addendum or addenda to the RFP in accordance with Section 4.6 of this RFP. Addenda shall be issued only for minor errors , omissions , ambiguities , or inconsistencies in the RFP Documents . If a Exhibit F -25 of I 17 major error , omission , ambiguity , or inconsistency is identified , the City reserves the right to void this RFP and re -solicit for proposals . 4.3.4 Proposer Question Submission Process (1) Any Proposer requiring furthe r clarification of the RFP Process and/or content of the RFP Documents shall be submitted as described in Section 4 .3.1 this RFP. (2) IN ORDER FOR PROPOSER QUESTIONS TO BE ANSWERED , ALL QUESTIONS MUST BE HAND DELIVERED OR SENT BY E-MAIL BEFORE THE QUESTION DEADLINE AS DESCRIBED IN TABLE 9. FAILURE TO FOLLOW THE REQUIREMENTS DESCRIBED IN SECTION 4.3 .1 WILL RESULT IN PROPOSER 'S QUESTIONS NOT BEING ANSWERED . (3) The City will respond to Proposer's Questions by way of written addenda. Any material information provided to any Proposer concerning the RFP Documents or RFP Process shall be provided to all Proposers. (4) Proposer Questions received after the Question deadline will not receive a response from the City. If a determination is made that results in an extension of the Question deadline and the Proposal Submission deadline will be adjusted in kind ; however, adhering to the timeline as set forth in Table 9 is critical to ensuring a successful transition for one or more Service(s) included in this RFP. 4.4 Communications Restrictions After release of this solicitation , Proposer contact regarding this RFP with members of the RFP evaluation , interview or select ion panels , employees of the City or officials of the City other than the Sen ior Purchasing Manager, the Business Equity Office, or as otherwise indicated is prohibited and may result in disqualification from this procurement process . No officer , employee , agent or representative of the Proposer shall have any contact or discussion , verbal or written , with any members of the City Council , members of the RFP evaluation, interview, or selection panels , City staff or City 's contractors , or directly or indirectly through others , seek to influence any City Council member, City staff, or City 's contractors regarding any matters pertaining to this solicitation , except as herein provided . If a representative of any Proposer violates the foregoing prohibition by contacting any of the above listed parties with whom contact is not authorized , such contact may result in the Proposer being disqualified from the procurement process . Any oral communications are considered unofficial and non-binding with regard to this RFP. 4.5 Pre-Proposal Conference (1) A pre-proposal conference will be held on August 25 , 2022 at 1 0AM , Central Standard T ime , via WebEx. All Proposers are strongly recommended to attend this meeting. Exhibit F -26 of 11 7 Ways to Join : Join from the meeting link https ://fortworthtexas. webex.com/fortworthtexas/j. ph p ?MTI D=m 23041999d234d 13d52b0d 175544a3346 Join by meeting number Meeting number (access code): 2559 604 7161 Meeting password : ZKi3rMMMV32 Join by phone +1-469 -210-7159 ,,25596047161## United States Toll (Dallas) (2) Proposers will be permitted to orally present questions and request clarifications of the RFP or RFP Process during the pre-proposal conference, and such questions and may receive oral response from the City . However, a Proposer shall not interpret any verbal responses to questions to constitute a change(s) to the RFP Documents. Any changes to the RFP Documents shall only be by way of written addendum , as described in Section 4 .6 of this RFP. 4.6 Addenda to the RFP Documents (1) The City may, at its sole discretion , amend or supplement the RFP Documents in accordance with this Section 4.6 of the RFP . The City shall issue changes to the RFP Documents by written addenda only. No other statement, whether oral or written, made by employees , officials , or representatives of the City or any other person , shall amend the RFP Documents . (2) Addenda to the RFP Documents issued by the City will be provided to all proposers via posting on the City 's website. So long as the Proposer has registered with the City and selected a United Nations Standard Products and Services Code (UNSPC) code that this Solicitation has been issued under, Proposers will be notified by email that an addendum has been issued. Notification to Proposers by the City that RFP Documents have been added to or amended and posted to the City 's website will only be provided notification by email if the Proposer has registered with the City. Proposers are solely responsible for regularly checking the City's website throughout the RFP Process to ensure that they have reviewed all documents prior to submittal of proposals. (3) The Proposer is solely responsible for ensuring it has received all addenda issued by the City . (4) Any reference to any one or all of the RFP Documents includes any addenda to the RFP Documents made in accordance with Section 4 .6 of the RFP. (5) Proposers must complete the Acknowledgement of Addenda Form (Form 6). Failure to acknowledge all addenda may result in disqualification of the Proposer , in accordance with Section 6.7 of this RFP. Exhibit F -27 of 117 4.7 Disclosure of Proposal Contents (1) Trade secrets and confidential information contained in a proposal are subject to the Texas Public Information Act. Pricing is not confidential information . Information included in a proposal that is legally protected as a trade secret or confidential information must be clearly indicated as such by the Proposer. The specific protected information must be highlighted and clearly and conspicuously marked as "Trade Secret" or "Confidential " on each page where confidential information is provided . The City will not be responsible for any public disclosure of the trade secret or confidential information if it is not clearly marked as described in this Section 4 . 7 of the RFP. A proposal in its entirety is not confidential. If a request is made under the Texas Public Information Act to inspect information designated in a proposal as trade secret or confidential , the Proposer shall , upon notification by the City, immediately furnish sufficient written reasoning as to why the information should be protected from disclosure in a timely manner to the Texas Attorney General Open Record Division for final determination through its e-filing system at https://www.texasattorneygeneral.gov/open- government/governmental-bodies/submit-documents-online-using-efiling or to the following address: Office of the Attorney General Open Records Division P.O . Box 12548 Austin, TX 78711 4.8 Conflict of Interest (1) Pursuant to Chapter 176 of the Local Government code , any person or agent of a person who contracts or seeks to contract for the sale or purchase of property , goods , or services with a local governmental entity (i.e ., the City of Fort Worth) must disclose in the Conflict of Interest Questionnaire (Form CIQ) the person 's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Form CIQ must be filed with the Fort Worth City Secretary no later than seven (7) days after the date the person begins contract discussions or negotiations with the City or submits an application or response to a request for proposals , correspondence , or another writing related to a potential agreement with the City. Updated Form CIQs must be filed with the Fort Worth City Secretary in conformance with Chapter 176 . The form is available online at https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf. If a Proposer has questions regarding compliance with Chapter 176, the Proposer should consult its own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. (2) A Conflict of Interest Questionnaire (Form CIQ) must be completed and submitted with the proposal. Failure to complete Form CIQ will result in the disqualification of the Proposer , in accordance with Section 6. 7 of this RFP. (3) For the purposes of this RFP Process , a conflict of interest includes any perceived , potential , or actual situation where , in relation to the RFP or potential Contract resulting Exhi bit F -28 of 117 from this RFP , the Proposer, or any officer, employee , agent or representative of the Proposer : a. has other commitments , relationships , or financial interests that: i. could or could be seen to exercise an improper influence over the objective , unbiased and impartial exercise of independent judgement by any of the City 's employees , officials , or representatives ; o r ii. could or could be seen to compromise , impair , or be incompatible with the effective performance of a Proposer's obligat ions under the Contract if that proposer we re selected for award of the Contract ; or iii. has contractual or other obligations to the City that could or could be seen to have been compromised or otherwise impaired as a result of its participation in the RFP Process or award of any Contract. (4) If a Proposer, or any officer , employee , agent or representative of the Proposer, discovers any conflict of interest as defined in Section 4 .8, the Proposer shall promptly disclose the conflict of interest to the City in a written statement to the Senior Purchasing Manager. (5) At the request of the City , the Proposer shall provide the City with the Proposer's proposed means to mitigate and minimize to the greatest extent practicable any conflict of interest. The Proposer shall submit any additional information to the City that the City requests and considers necessary to properly assess the conflict(s) of interest. (6) The City may , at its sole discretion , exclude from the RFP Process any Proposer or officer , employee , agent or representative of the Proposer on the grounds of conflict of interest. (7) The City may, at its sole discretion , waive any and all conflicts of interest. A waiver may be upon such terms and conditions as the City , at its sole discretion , requires to satisfy itself that the conflict of interest has been appropriately managed , mitigated and minimized , including requiring the Proposer to put into place such policies , procedures , measures and other safeguards as may be required and be acceptable to the City , in its sole discretion , to manage , mitigate and minimize the impact of such conflict of interest. 4.9 Prohibition on Contracts with Companies Boycotting Israel (1) Proposer acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into any contract with a company for goods or services unless the contract contains a written verification from the company that it: a. Does not boycott Israel ; and b. Will not boycott Israel during the term of the contract. (2 ) The terms "boycott Israel " and "company " shall have the meanings ascribed to those terms in Section 808 .001 of the Texas Government Code . By signing any Contract resulting from this RFP , the successful Proposer(s) certifies that the successful Proposer 's signature provides verification to the City that the successful Proposer(s) Exh i bit F -29 of 11 7 a. Does not boycott Israel ; and b. Will not boycott Israel during the term of any Cont ract resulting from this RFP 4.10 Prohibition on Boycotting Energy Companies (1) Proposer acknowledges that , in accordance with Chapter 2274 of the Texas Government Code , as added by Acts 2021 , 87th Leg., R.S ., S.B. 13 , § 2 , the City is prohibited from entering into a contract for goods o r 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 company that it: (a) does not boycott energy companies ; and (b) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code , as added by Acts 2021 , 87th Leg., R.S ., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement , by signing this Agreement , Vendor certifies that Vendor 's signature prov ides written verification to the City that Vendor : (a) does not boycott energy companies ; and (b) will not boycott energy companies during the term of this Agreement. 4.11 Prohibition on Discrimination Against Firearms and Ammunition Industries (1) Proposer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code , as added by Acts 2021 , 87th Leg., R.S., S.B. 19, § 1, 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 conta ins a written verification from the company that it: (a) does not have a practice , policy , guidance , or directive that d iscriminates against a firearm entity or firearm t rade association ; and (b) will not discriminate during the term of the contract against a firearm entity or firearm trade association . The terms "discriminate ," "firearm entity " and "firearm trade association " have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code , as added by Acts 2021 , 87th Leg., R.S., S.B. 19 , § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement , by signing this Agreement , Vendor certifies that Vendor's signature provides written verification to the City that Vendor : (a) does not have a practice , policy , guidance , or directive that discriminates against a firearm entity or firearm trade association ; and (b) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 4.12 Exceptions to RFP Documents (1) Although the specifications in the RFP Documents rep resent the City's anticipated needs , there may be instances in which it is in the City 's best interest to permit exceptions to specifications and to evaluate alternatives . It is vital that the Proposer make clear where exceptions to the scope of services and technical specifications or draft Contract and how the Proposer might provide alternatives. Therefore, when allowed , exceptions , conditions or stipulations to the provisions of the City 's specifications must be clearly identified as such , together with reasons for taking exception , and submitted as part of the proposal in the Exceptions Form (Form 7). If the Exhibit F -30 of 117 Proposer does not make clear that an exception is being taken and where that exception is being proposed , the City will assume the Proposer is , in its proposal , responding to and will meet the specifications and requirements of this RFP . (2) Any Contract developed as a result of this RFP may be based on the terms and conditions provided in Exhibit B. However, the City reserves the right to revise any of the Exhibits to reflect the negotiated terms and conditions afte r the award of contract. Proposer shall indicate any exceptions to language provided in these exhibits in Form 7. SECTION 5 -PROPOSAL FORMAT 5.1 Submission of Proposal (1) RFP Proposal Submissions must be received in the Purchasing Office by 1 :30 P.M., "Proposal Submiss ion Deadline" AND TIME STAMPED PRIOR TO THE 1 :30 DEADLINE IN ORDER TO BE CONSIDERED. Late bids will be returned or destroyed . Proposals must be submitted in a sealed envelope or box with the RFP Number, RFP title and Proposer's Legal name written on the outside of the envelope or box. Failure to clearly mark the envelope or box may result in RFP Proposal Submissions (a) Being opened before proposal opening date and therefore disqualified pursuant to Section 6 .7. (b) Not being opened and read aloud publicly because the City is unable to identify it as an RFP Proposal Submission. (2) One (1) signed original , four (4) copies and one (1) USB flash drive containing electronic versions of all Proposal documents must be submitted in a sealed package . Price Proposal (Form 9) shall be submitted in a separate sealed envelope or box at the same time the RFP Proposal Submission is submitted . Failure to submit a signed original , four (4) copies , Price Proposal and a USB flash drive containing all proposal documents will deem the bid as non- responsive. Facsimile or electronic transmittals or offers communicated by telephone will not be accepted or considered . Proposal information that is not submitted in sealed packages will not be accepted/considered. (3) Mail or Deliver RFP Proposal Subm ission to the following Address : City of Fort Worth City Hall -Purchasing Division RFP # 22-0203 200 Texas Street, Lower Level Fort Worth , Texas 76102 (4) For clarity , the entire RFP Submission , including the separately sealed Price Proposal , shall be referred to as the RFP Proposal Submission . For the purposes of the RFP Process , Proposals must be received in the City 's Purchasing Division no later than the Proposal Submission deadline . The submitting Proposer is responsible for the means of on-time delivery of the proposal to the location listed in Section 5.1.3 . Delays due to any Exhibit F -3 1 of 11 7 instrumentality used to transmit the Proposals , including delay occasioned by the Proposer o r the City 's internal mailing system , will be the responsibility of the Proposer. Proposals must be completed and delivered in sufficient time to avoid disqualification for lateness due to difficulties in delivery. The time and date stamp clock in City 's Purchasing Division is the official clock for determining whether submittals are submitted timely . Late Proposal documents will not be accepted under any circumstances. A RFP Proposal Submission received by Purchasing after the Proposal Submission Deadline shall be returned to the Proposer if they pick it up within 5 business days . If the Proposer does not pick it up , it will be destroyed . (5) Proposer shall provide four (4) complete hard ·copies and a flash drive containing electronic versions of all Proposal documents as part of the RFP Submission. Electronic copies shall be submitted as one or more searchable PDF document(s). (6) The electron ic copy of the RFP Proposal Submission will be used and distributed during the evaluation , therefore , the entire RFP Proposal Subm ission must be included in the flash drive. The City will not be responsible for providing any missing information not provided on the flash drive to the evaluation committee. If there is any difference whatsoever between the electronic copy of an RFP Submission , or any part thereof, and the original hard copy of the proposal , the original hard copy of the proposal shall govern . (7) For clarity , a Proposer's obligation to comply with the terms and conditions of this RFP arises on the Proposer's submission of a compliant RFP Submission in accordance with this RFP . 5.2 Withdrawal of Proposals Proposer may withdraw its RFP Submission only by giving written notice before the Proposal Submission Deadline to the City of Fort Worth Senior Pu rchasing Manager. The City will return , unopened , RFP Submission that has been withdrawn if Proposer picks it up within 5 business days . If the Proposer does not pick it up, it will be destroyed . 5.3 Amendment of Proposals A Proposer may amend its RFP Submission after submission but only if the RFP Proposal Submission has first been withdrawn and is subsequently resubmitted on or before the Submission Proposal Deadline. 5.4 Proposal lrrevocability Except as subject to the Propose r's right to withdraw an RFP Submission before the Proposal Submission Deadline in accordance with Section 5.2 , the RFP Submission shall be irrevocable and shall remain in effect and open for acceptance for the entire Proposal Acceptance Period in accordance with Section 4.1 .2 . SECTION 6-EVALUATION , CLARIFICATION , VERIFICATION AND DISQUALIFICATION OF PROPOSALS Exhibit F -32 of I I 7 6.1 Evaluation Committee and Advisors (1) The City will establish an Evaluation Committee for the purpose of evaluating Proposals in accordance with the Evaluation Criteria described in Section 6.5. The City , in its sole discretion , will determine the size , structure and composition of the Evaluation Committee . The Evaluation Committee may be assisted by and receive advice from any of the City 's advisors or any other employees or representatives of the City as non- voting members of the Evaluation Committee. (2) If a member of the Evaluation Committee becomes unable to continue serving on the Evaluation Committee before the completion of a step in the evaluation process as described in Section 6 .6 , the evaluation comments and scores of that individual , in respect of the uncompleted steps in the evaluation process only, shall be ignored. For greater clarity , if an Evaluation Committee member becomes unable to continue serving on the Evaluation Committee after the full completion of a step in the evaluation process , the results of the completed steps of the evaluation process are unaffected and remain valid. Whether or not an Evaluation Committee , in these circumstances , is replaced is in the sole discretion of the City. 6.2 The City's Clarification and Verification of Proposals (1) The City may, a. Require the Proposer to clarify or verify the contents of its RFP Submission or any statement made by the Proposer. b. Require the Proposer to submit supplementary documentation clarifying or verifying any matters contained in its RFP Submission. c. Seek a Proposer's acknowledgement of the City's interpretation of the RFP Submission , or any parts thereof. (2) The City is not obligated to seek clarification or verification of any aspect of a RFP Submission or any statement by a Proposer, including any ambiguity in an RFP Submission or in a statement made by a Proposer. (3) Any written information received by the City from a Proposer pursuant to a Proposer Question Submission in accordance with Section 4 .3.4 as part of the RFP Process may, in the City's sole discretion , be considered as an integral part of the applicable RFP Submission. 6.3 Completion of Responses and Non-Responsive Proposers (1) Information presented in the RFP Proposal Submiss ions shall be used to evaluate the RFP Submission based on the evaluation criteria provided in Section 6.5 to determine the Preferred Contractor which will be selected to enter into negotiations in accordance with the terms and conditions of this RFP. (2) Responses shall be completed in accordance with the requirements of this RFP. Statements made by a Proposer shall be without ambiguity , and with adequate elaboration , where necessary , for clear understanding . Exhibit F -33 of 11 7 (3) RFP Proposal Submissions shall be limited to fifty (50) 8-1/2 " X 11 " pages (one side only and including cover letter) using a font size no smaller than 11 point and one inch margins . If an RFP Proposal Submission is larger than fifty (50) pages or has a font of less than eleven (11) point it shall be deemed non -responsive and disqualified pursuant to Section 6. 7. Forms shall not count toward any page limits . (4) All RFP Submissions are subject to the terms and conditions of this solicitation. Material deviations from the terms and condit ions that are not indicated in Proposer's submittal of Form 7 (Exceptions Form), or failure to meet the City's minimum specifications , shall render the RFP Submission non -responsive to this RFP. (5) Failure to submit all required documents accordance with Section 10 shall result in the proposal being declared non-responsive. The City reserves the right to reject any and all RFP Submissions . 6.4 Proposer Interviews The City may elect to conduct in-person interviews of Proposers in accordance with Section 6.6.5(1 )(a). If the City conducts interviews, the presentation shall be led by the Proposer's proposed day-to-day contact person . If the City elects to conduct interviews , interview dates and times will be coord inated with responsive Proposers before any Recycling Processing Service Contract is awarded . 6.5 Evaluation Criteria RFP Submiss ions will be evaluated on the criteria set forth in this section . To determine the Preferred Contractor, the City shall carry out the steps as described in Section 6 .6 . The City maintains the right to award no contracts solicited in the RFP and may exercise available extensions as part of its existing contracts, if deemed to be in the best interest of the City as determined by the evaluation process in accordance with Section 6.6 . The RFP Submissions shall be evaluated based on the evaluation criteria and maximum number of points available provided in Table 10. Table 10: Weighted Evaluation Criteria Criteria Maximum Available Points Minimum Requirements 10 Experience and Qualifications 10 Cost 45 Proposed Approach 25 Exceptions 5 Financial and Litigation History 5 Business Equity Firm Responsive or Non-Responsive Participation Response Total 100 The following sections provide further descriptions of each criteria the location of relevant chapters of the RFP Submissions that may be considered in assessing each criteria . Relevant Ex hibit F -34 of 117 chapters are provided for reference only , and Proposers must review the RFP in its entirety in the development of its RFP Submission in accordance with Section 4 .3.2. 6.5.1 Minimum Requirements Proposers shall provide references indicating that they have provided similar Recycling Processing Service that meets or exceeds the City 's preferred minimum requirements as determined by this RFP in accordance with 10.5(2) and Form 1. Meet ing the City 's minimum requirements shall be considered as a critical component of the evaluation of Technical Criteria as described in Section 6 .6.2 . 6.5.2 Experience and Qualifications Proposer's experience and qualifications provided in accordance w ith Section 10.5(2) and shall indicate the Proposers relevant company history and ownership, subcontractors , performance history , key personnel experience and qualifications with work of similar scope and complexity . Proposers with high levels of experience and qualifications for Recycling Processing Service included in their RFP Subm ission shall be deemed most advantageous to the City. 6.5.3 Cost Costs provided shall be all inclus ive of all costs necessary to meet the requ irements included in this RFP and shall be compared and evaluated for their competitiveness , reasonableness , and logically consistent relationship with proposed equipment, services , facilities , conditions , and operating assumptions . The Proposer with the lowest annualized cost (unit prices provided by Proposers on Form 9 multiplied by the estimated annual tons delivered by the Residential Services Contracto r) shall receive all available points , and all other Proposers will receive a proportional share of the points based on the proration of their cost to the lowest cost provided . 6.5.4 Proposed Approach Proposer's approach to providing Recycling Processing Service shall reflect the ability to schedule and meet requirements in accordance with Section 8 as demonstrated by the information provided by Propose rs in RFP Submissions pursuant to Section 10.7. Proposers shall be evaluated on their demonstrated ability and resources to manage an operator transition and show the ability to implement and effectively manage Recycling Processing Service for the term of any Recycling Processing Service Cont ract developed as a result of this RFP . The Evaluation Committee shall consider key personnel , facilit ies , equipment and capability to provide consistent quality control and worker tra ining and all other technical specifications required as described in Section 8. 6.5.5 Exceptions Proposers may take exceptions to the scope of services and technical requirements and/or draft Contract language by indicating them in the Exceptions Form (Form 7) and pursuant to Section 4.12 . The Evaluation Committee shall consider the impact of exceptions to requirements set forth in this RFP , and points will be awarded based on the anticipated impact such exceptions would have on the City. Proposers with minimal or no exceptions to the requirements set forth in this RFP shall be deemed most advantageous to the City . Rather than request exceptions , Proposers may also ask questions to the City before the Proposer Question Submission Ex hibit F -3 5 of 117 deadline to determine whether the City would potentially conside r the matter in question prior to communicating it as an exception to requirements set forth in this RFP. 6.5.6 Financial and Litigation History Proposer's financial and litigation history shall be considered including any outstanding lawsuits in Arizona , Arkansas , Flo rida , Kansas , Louisiana , Nebraska , Oklahoma or Texas and during last five (5) years , current litigation with the City during last five (5) years and any outstanding regulatory issues in the last five (5) years . The Evaluation Committee shall consider the impact of financial and litigation history of Proposers as they relate to the requirements set forth for each Service in this RFP , and points shall be awarded based on the anticipated impact of such financ ial and litigation history. Proposers with minimal or no financial or legal challenges shall be deemed most advantageous to the City. 6 .5.7 Business Equity Firm Participation Response Proposer shall reference Section 4.1.4 for the Business Equity Firm Utilization Requirements. 6.6 Steps in the Evaluation Process 6.6 .1 Step 1 -Compliance of Proposals (1) In Step 1 of the evaluation process , the City will open each RFP Proposal Submission and will review the contents thereof to assess whether it is in compliance with the terms and conditions as described in this RFP , including whether all documents required to be submitted have been appropriately submitted and whether the minimum requirements listed on Form 1 are met. (2) Each Proposer acknowledges and agrees that the City 's evaluation of compliance with the RFP is not an evaluation of absolute compliance and that the City may waive failure to comply that , in the City 's sole discretion , does not constitute a material deviation . (3) With the exception of a material deviation that has not been waived by the City pursuant to RFP Section 4 .3.3 , an omission or error in connection with the requirements of the RFP will not lead to the automatic rejection of the proposal concerned , provided , if requested by the City , the Proposer remedies the e rror or omission to the City 's satisfaction within the time determined by the City , which must be at least one day following the date on which the Proposer receives a written request to that effect from the Contact Person. 6.6 .2 Step 2 -Review and Scoring of the Technical Criteria In Step 2 of the evaluation process , the Evaluation Committee will evaluate and score the Technical Criteria of each proposal. Technical Criteria include content in the RFP Submissions related to evaluating the Minimum Requirements , Proposed Approach , Exceptions , Experience and Qualifications , and Financial and Litigation History. Only those Proposers that are compliant per Step 1 will be considered in Step 2 of the evaluation process. Exhibit F -36 of 11 7 6.6.3 Step 3 -Review and Scoring of the Price Proposal In Step 3 of the evaluation process, after the Technical Scores are completed and finalized , only those receiving at least 50 % of the total technical points shall move to the 3rd step . The lowest price will receive all of the available points and the other will receive a percentage absent upon their price . The Proposer with the lowest annualized cost (unit prices provided by Proposers on Form 9 multiplied by the estimated annual tons delivered by the Residential Services Contractor) shall receive all available points , and all other Proposers will receive a proportional share of the points based on the proration of their cost to the lowest cost provided . 6.6.4 Step 5 -Short List (1) In Step 5 of the evaluation process , the Proposers with the highest scores will be placed on a short list to move to Step 6. 6.6.5 Step 6 -Interviews and Best and Final Offers (1) In Step 6 of the evaluation process the Evaluation Committee shall have the opportunity , at its sole discretion , to a. Request and schedule an interview from short list Proposers that has been selected to move forward as part of the evaluation process in accordance with Section 6 .6.3. b. Request that Proposers submit a Best and Final Offer (BAFO) for one or more parts of the RFP Submission for the Evaluation Committee's review. c. Request written clarifications from Proposers based on the Evaluation Committee 's review of the BAFO. (2) Upon completing Proposer interviews and reviewing any BAFOs submitted , the Evaluation Committee shall adjust the scoring for short list Proposers as appropriate for each Service. (3) The City may enter directly into negotiations with the higher rank ing short list Proposer for each Service as described in Step 7, and is under no obligation to request Proposer interviews or any BAFOs. 6.6.6 Step 7 -Competition, Negotiations and the Identification of a Preferred Contractor (1) In Step 7 of the evaluation process , the City will enter into negotiations with the Proposer who received the highest score. Failing successful negotiations , the City will enter into negotiations with the Second Negotiations Proposer and identify the Proposer with whom the City concludes successful negotiations as the Preferred Contractor. (2) The City may use the negotiations process to negotiate any aspect of a Negotiations Proposer's proposal or the Contract , or both, including , for greater clarity , any amendments to the Contract that are reasonably required to revise the scope of Service. (3) Except as provided in RFP Section 4.1.2 , notwithstanding any negotiations between the City and a Negotiations Proposer, the proposal of all Proposers shall remain valid and irrevocable until the expiration of the Proposal Acceptance Period. Exhibit F -37 of 117 6.7 General Evaluation and Disqualification Provisions 6.7.1 The City's Discretion in Determining Compliance , Scoring and Ranking (1) The City shall , in its sole discretion , determine : a. The membership of the Evaluation Committee and any sub-committees of the Evaluation Committee . b. Whethe r a RFP Proposal Submission is compliant. c . Whether a failure to comply constitu t es a material dev iation. d. Whether a Proposer 's Technical Criteria are compliant with Section 6.6.2 of t his RFP. e. The rankings of the Proposals. f. Whether a proposal i. Is disqualified , or ii. Will cease to be cons idered in the evaluation process. (2) The City 's discretion in determining compliance , scores , ranking and disqualification of the Proposers and their proposal is not limited or restricted in any way. (3) The City has the right , at any time and in its sole discretion , to consider in the evaluation of the proposals or in the exercise of any of the City 's rights under this RFP : a. Any instances of poor performance by a Proposer or a Proposer Team Member that the City has experienced , and/or b. Any publicly ava ilable information about a Proposer or a Proposer Team Member that is , in the City 's sole discretion , credible information . 6.7.2 Disqualification (1) The City may, in its sole discretion , disqualify a Proposer, a Proposer Team Member, or a proposal or reverse their decision to make an award (even if the award has already been made to a Preferred Contractor under this RFP) at any time prior with respect to the Preferred Contractor, if , a. The Proposer contravenes RFP Sections 4.4. b. The Proposer fails to comply with Applicable Law. c. The proposal contains false or misleading information or a misrepresentation. d. In the opinion of the City , acting reasonably , the Proposer or a Proposer Team Member or any of their respective advisors , employees or representatives directly or indirectly colluded with one or more other Proposers or its Proposer Team Members or any of their respective advisors , employees or representatives in the preparation or submission of an RFP Submission or otherwise contravened RFP Section 4.4 . Exhib it F -38 of 117 e. The Proposer has committed a material breach of any existing agreement between the Proposer and the City. f . The Proposer or any Proposer Team Member has been convicted of an offence in connection with any services rendered to the City. g. There are any convictions related to inappropriate bidding practices or unethical behavior by a Proposer or a Proposer Team Member or any of their affiliates in relation to a public or broader public sector solicitation. 6.7.3 Dispute Resolution (1) The selected Contractor shall endeavor to settle all disputes arising out of or relating to any Contract developed as a result of this RFP by amicable negotiations . Except as otherwise provided herein, any claim , dispute , disagreement or controversy that arises between the City and Preferred Contractor under or relating to any Contract developed as a result of this RFP that is not amicably settled shall be submitted to mediation. If the parties remain unable to resolve the controversy through mediation , then either party may pursue their claim , dispute , disagreement or controversy in a court with proper venue in the county of Tarrant, state of Texas , within which the services are being performed. Nothing herein shall be construed as a waiver or surrender of the City 's governmental power or immunity. SECTION 7 -GENERAL PROVISIONS 7.1 Tax Exemption The City of Fort Worth is exempt from Federal Excise and State Sale Tax ; therefore , tax must not be included in any Contract that may be awarded from this RFP. 7.2 Contract Incorporation The Contract documents may include the RFP , the Response to the RFP , and such other terms and conditions as the parties may agree. 7.3 Cooperative Purchasing Should other governmental entities decide to participate in this contract , Contractors, shall indicate in their proposals whether they agree that all terms , conditions, specification , and pricing would apply. If the successful Contractor agrees to extend the resulting contract to other governmental entities , the following will apply : Governmental entities utilizing contracts with the City of Fort Worth will be eligible, but not obligated, to purchase material/services under any Contract awarded as a result of this solicitation. All purchases by governmental entities other than the City of Fort Worth will be billed directly to that governmental entity and paid by that governmental entity . The City of Fort Worth will not be responsible for another governmental entity's debts. Each governmental entity will order its own material/services as needed. Exhib itF-39 of 11 7 7.4 Billing The City shall be responsible for billing residential customers. The Contractor shall at its sole expense provide Recycling Processing Service based on any Contract developed as a result of this RFP . 7.5 Venue Any Contract developed as a result of this RFP shall 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 any Contract developed as a result of this RFP , venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas , Fort Worth Division. The Service is performable in Tarrant County, Texas. Venue shall lie exclusively in Tarrant County, Texas or in counties that are directly adjacent to Tarrant County, as required to perform the Service(s). 7.6 Termination, Remedies and Cancellation If this RFP results in a Contract, the Contract shall remain in effect until the Contract expires, delivery and acceptance of products and/or performance of services ordered is terminated by the City or Contractor by written notice. In the event of termination , the City reserves the right to award a Contract to the next lowest and best Contractor as it deems to be in the best interest of the City . Further, the City may cancel any Contract developed as a result of this RFP without expense to the City in the event that funds have not been appropriated for expenditures. The City may return any delivered but unpaid goods in normal condition to the Contractor, as needed. Whenever the City has reason to question the Contractor's intent to perform , the City may demand that the Contractor give written assurances of Contractor's intent to perform. In the event such a demand is made , and no assurance is given within ten (10) calendar days , the City may treat this failure as an anticipatory repudiation of any Contract developed as a result of this RFP . The language contained in this section regarding term ination , remedies , and cancellation may be included in the final negotiated Contract. The City reserves the right to modify any terms and conditions related to termination, remedies , and cancellation to reflect the final negotiated Contract. 7.7 Change Orders No oral statement of any person shall modify or otherwise change or affect the terms , conditions or specifications stated in the resulting Contract. All change orders to any Contract developed as a result of this RFP shall be made in writing by the City of Fort Worth 's Code Compliance and approved by City Council if the dollar amount is over $100,000.00. 7.8 Insurance Requirements The Contractor shall carry Workers Compensation Insurance , Commercial General Liability (CGL) Insurance and Automobile Insurance pursuant to Exhibit B. Contractor shall obtain Exhibit F -40 of 117 coverage for each required insurance for the duration of any Contract developed as a result of this RFP , and furnish certificates of insurance along with copies of policy declaration pages and policy endorsements as evidence thereof. All General Liability and Business Auto Policies should name the City of Fort Worth as an Additional Insured by endorsement. SECTION 8-SCOPE OF SERVICES AND TECHNICAL SPECIFICATIONS This section details the scope of services and technical specifications for Recycling Processing Service . Services performed will be in accordance with any Contract developed as a result of this RFP and based on the terms provided herein or as otherwise agreed to by the City and Contractor. For clarity , the te rms provided herein may be incorporated into any Contract developed as a result of this RFP as required and described in Section 7.2. The City reserves the right to rev ise the terms and conditions to reflect the negotiated terms and conditions after the award of contract. 8.1 General Specifications 8 .1.1 Processing Fees and Payment City agrees to pay Contractor as follows for the Recycling Processing Service performed in accordance with any Con t ract developed as a result of this RFP. The rates proposed in t he Price Proposal (Form 9), or as otherwise agreed to by the City and Contractor in writing , shall remain effective for at least the first full year of any Contract developed as a result of this RFP in accordance with Section 8 .1.2 . Within fifteen (15) Days of the end of each month during which Recycling Processing Service are provided by the Contractor, Contractor shall submit to the Director a monthly report and invoice for monthly payments due Contractor as well as the Contractor's Business Equity Firm participation for that month. Payment shall be made to the Contractor within thirty (30) days of receipt and approval by City of the Contractor's final monthly statement of Service provided. The Contractor's monthly invoice shall be based the number of incoming tons of City residential Program Recyclable Materials delivered to the Delivery Facility by or on behalf of the City serviced multiplied by the applicable rate as provided in Form 9, or as otherwise agreed to by the City and Contractor in writing , to calculate the total processing , transportation and disposal costs offset by the Recyclable Revenue Share in accordance with Section 8 .2.20. The Recyclable Revenue Share and associated composit ion of incom i ng tons by acceptable material commodity , residue and contamination , shall be established by the characterization audit detailed in Section 8.2 .15 The Contractor's monthly invoice shall also deduct any Liqu idated Damages assessed by the City. 8.1.2 Cost Adjustments The rates proposed in the Price Proposal (Form 9), or as otherwise agreed to in writing by the City and Contractor, shall remain effective for at least the first full year of any Contract developed as a result of this RFP . Cost adjustments may be requested by the Contractor on an annual basis and are subject to approval by the Director. Cost adjustments shall meet the following requirements for each Service offe red as part of this RFP : ExhibitF-4 1 of 117 (1) Cost adjustments will be based on the change between the most recently published index value for March of the current year and the averaged index value for the preceding 11-month time-frame , or as otherwise agreed to by City and Contractor. (2) Cost adjustment requests must be rece ived by April 1st of each year (taking effect the following October 1st to align with the City 's budget development and approval process) or the Contractor forfeits the right to request a rate adjustment for the upcoming year. (3) The City may implement rate decreases (based on the cost adjustment indices for each seNice described below) even if the Contractor does not submit the request by April 1st of a year. (4) The Contractor will receive no other financial compensation outs ide the terms of the Contract. Further, no fees shall not be adjusted other than as explicitly authorized in any Contract developed as a result of this RFP . The Operating Cost component of the Processing Fee , the Disposal and Transportation Fee , and the Public Education Fee will remain fixed through the first year of any Contract for Processing SeNices for Program Recyclable Materials resulting from this RFP . Every year thereafter, for the duration of the Contract term , the Operating Cost component of the Processing Fee , Disposal and Transportation Fee , and Public Education Contribution may be adjusted (increased or decreased) according to the most recent CPI-All Urban Consumers , Unadjusted 12 months ended February , Item : All items , upon approval by City . The annual cost adjustment shall neither exceed 4 .5 percent in any single year nor exceed a cumulative increase of 13.5 percent over a four-year period . The Capital Cost component of the Process ing Fee shall not be adjusted. 8.1.3 Public Education Fee The Contractor(s) shall pay the City a Public Education Fee in accordance with the amounts specified here in, or as otherwise agreed to by the City and Contractor in writing. The Contractor shall pay the City a Public Education Fee on a monthly basis and based on the total incoming tons of Program Recyclable Material delivered by or on behalf of the City to the Delivery Facility and accepted by the Contractor multiplied by the $2.16 per ton , or as otherwise agreed to by the City and Contractor in writing. Incoming tons shall mean the net tonnage reported at the scalehouse. No adjustments shall be made to incoming tons for shrinkage of materials during processing. Any additional Public Education Fees or in-kind seNices offered by the Contractor shall be indicated in Form 9, Section 9.5. The Public Education Fee will remain fixed through the first year of any Recycling Processing SeNices Contract developed as a result of this RFP . Every year thereafter for the Contract term the value may be increased , but shall never be decreased , according to the percent change between the previous year's 12-month average from the most recent CPI-All Urban Consumers , Unadjusted 12 months ended February , Item : All items. 8.1.4 Recordkeeping and Reporting Requirements The Contractor and/or subcontractor(s) shall create , maintain and make available records as defined in and/or required by Applicable Law, and any reports reasonably necessary to : Exh ibitF-42 of l 17 (1) Document actions taken as a part of any Transition Plan in accordance with Section 8.1.6 . A monthly summary shall also be submitted to the City. (2) Document actions taken as part of any Contingency Plan in accordance with Section 8.1.5. (3) Provide a list of Contractor's current employees, contractors and subcontractors to the City upon request. (4) Document employee and subcontractor training by description of training , date of training , time of training , names of personnel who attended tra ining , name of training instructor, and other information as requested by the Authorized City Representative. A monthly summary shall also be submitted to the City. (5) Provide data as required by the City for preparing monthly, quarterly , or annual reports . (6) Record and/or report any miss ing criteria , data , guidance , information or providing more frequent reporting to the Authorized City Representative as necessary based on the needs to complete the tasks of any Contract developed as a result of this RFP. (7) Inform the Authorized City Representative of any change in Contractor's contact name or address within 15 days of such occurrence. (8) Acquire written consent from the City for any subcontractor(s) to be used to complete any portion of any Contract developed as a result of this RFP. Written qualifications of a subcontractor must be provided to the City prior to subcontractor work under the Contract. (9) Report any damage to City-owned or private property as a result of conducting Service within two (2) hours of damage occurring. (10) Keep records on a daily, weekly , cumulative monthly , and cumulative annual basis , and make available to the City upon request. The report format shall be approved by the City . The Contractor shall submit all monthly reports to the City within seven calendar days following the end of each calendar month and all annual reports to the Authorized City Representative thirty days following the Contract year end. The Contractor shall submit all reports in electronic (e.g., Excel , delimited text files) format approved by the Authorized City Representative . The Contractor must retain all records related to the Contract for the duration of the Contract term and a period of five (5) years following expiration and/or termination of the Contract. " (11) Document loads delivered by time delivered to Delivery Facility , tonnage of material delivered , Unaccepted Loads by weight and date collected , and othe r information as requested by City. A monthly and annual summary shall also be submitted to City. (12) Document characterization audit and other information as requested by City , including tonnages by commodity that align with invoice requirements . A monthly summary shall also be submitted to the City . Ex hibit F -43 of 117 (13) Provide written notice and photographs for any load designated as an Unaccepted Load prior to the collection Vehicle departing the Delivery Facility to (i) the driver and the Authorized City Representative if the load is delivered by or on behalf of the City or (ii) the driver if the load is delivered by a Small Hauler or othe r source within the City. Document unaccepted loads by date , time delivered , and other information as requested by the City . A monthly and annual summary shall also be submitted to the City. (14) Provide a Traffic Plan for the Delivery Facility to the City for approval as pursuant to Section 8.2.11. (15) Prepare a Facility Operating and Business Plan for approval by the Authorized City Representative in accordance with Section 10 . 7.3. The Facility Operating and Business Plan shall cover specific situations in which the City and/or and City 's Residential Collection Services Contractor may need to access the Delivery Facility and/or Material Recovery Facility outside of normal operating hours . 8.1.5 Contingency Plan Within ninety (90) days of the Commencement Date of any Contract developed as a result of this RFP, the Contractor shall submit a Contingency Plan to the Authorized City Representative for approval. The Contingency Plan must show the Contractor's arrangements to provide Vehicles , equipment or personnel and to maintain uninterrupted Service during mechanical breakdowns and in case of natural disaster, emergency downtime , outage, equipment failure. or breakdown, or labor dispute or any other situation or condition that would impair Contractor's ability to provide Service . 8.1.6 Transition Plan The Contractor shall cooperate fully and timely with the City and any previous and subsequent provider in any transition of Recycling Processing Service to be provided . The Contractor shall cooperate fully with the City , and indicate their capability of supporting the City in: (1) The transition to the Contractor providing Service upon the Commencement Date . (2) The transition from the Contractor to subsequent Contractor or the City providing Services upon expiration of the Contract. If the Contractor fails to fully and completely transition in accordance with any Contract developed as a result of this RFP and Transition Plan(s), the City may engage the Services of another provider to fully and completely transition in accordance with the Transition Plan and receive reimbursement for such costs from the Contactor. Content Proposers shall include in the Transition Plan is further detailed in Section 10 .10(1 ). 8.1. 7 Letter of Credit or Performance Bond Contractor(s) agrees that after the execution of any Contract developed as a result of this RFP , and one (1) month or more prior to the Commencement Date , the Contractor shall make, execute and deliver to the City a good and sufficient letter of credit (preferred) or performance bond (alternate) to secure the full, complete and faithful performance of the terms and Exh ib it F -44 of 11 7 conditions . Such letter or credit or performance bond shall be in an amount based on twelve (12) months projected fees and shall be renewed each year thereafter throughout the term of any Contract developed as a result of this RFP. The letter of credit shall be an irrevocable direct pay letter of credit issued by a U.S. bank whose long-term debt is rated "A" or better by a Rating Service and which maintains a banking office in the State of Texas. The letter of credit shall be continuously renewed, extended or replaced so that it remains in effect over the life of any Contract developed as a result of this RFP including initial and all renewal terms and until one hundred and eighty (180) calendar days after the termination of any Contract developed as a result of this RFP and shall be issued in the form acceptable to the City. Contractor may offer a performance bond as an alternate to a letter of credit. The performance bond shall be signed by the President or General Officer of the Contractor, together with the signature of the corporate secretary and the corporate seal. The surety shall be a surety company duly authorized to do business in the State of Texas ; having an "A" or better rating by A. M. Best or Standard and Poors ; included on the list of surety companies approved by the Treasurer of the United States of America ; and acceptable to the Contractor and the City. Contractor shall submit with their proposal a proof of the ability to acquire a letter of credit or performance bond that meets or exceeds the requirements described in this RFP in accordance with Section 10.5(1). 8.1.8 City's Responsibilities The City agrees to fulfill the following responsibilities as they relate directly to any Contract developed as a result of this RFP : (1) Designate the Authorized City Representative to provide timely direction to the Contractor and render the City decisions. (2) Timely review and response , if necessary, to reports submitted by Contractor. (3) Make timely payments upon review and approval of invoices submitted by the Contractor as described in Section 8.1.1. (4) Determine , assess , and collect Liquidated Damages as determined by the Director or designee. (5) Provide educational programs and material as determined by the Authorized City Representative to the City 's residential customers to educate residential customers on the proper way minimize contamination or residue. (6) Provide to the Contractor an invoice stating the actual cost of repairing or replacing damaged City-owned property in accordance with Section 8.1.14. (7) Develop and implement performance incentives in accordance with Section 8.1.16 . (8) Provide staff to assist with any characterization audits, as required. Exhib it F -45 of 117 8.1.9 Visitation Rights, Inspection Rights and Right to Audit For any Contract developed as a result of this RFP , the Authorized City Representative may inspect the Facility(ies) associated with each Contract and view the work performed at any time to determine compliance with the Contract, including all equipment , operating procedures , materials and records , and maintenance records . Inspections will occur during operating hours with or without notification to the Contractor and inspection will not relieve the Contractor from any obligation to perform the work strictly in accordance with the Contract and all Applicable Law. The Contractor and/or subcontractor must furnish all reasonable assistance required for its inspection , including cooperation with the Authorized City Representative , who must have full access to all parts of the Facility(ies). 8.1.10 Days and Hours of Operations For the Contract developed as a result of this RFP , the Contractor shall perform Services during the days and hours described herein including days with inclement weather , unless the Director informs Contractor of a suspension of service. An except ion to these normal days and hours of operations may be requested by the Contractor from the Authorized City Representative when special or unforeseen incidents occur. The Contractor shall adjust days and hours of operations during holiday weeks in accordance with Section 8.1.11. The Contractor shall operate the facility during hours of operation sufficient to support the requirements as set forth in any Contract resulting from this RFP. At a minimum , the Contractor shall accept materials at the Delivery Facility from Monday through Friday , seven (7) a.m ., Central Time to seven (7) p.m ., Central Time , and Saturday , seven (7) a.m., Central Time to twelve (12) p.m., Central Time , unless the Authorized City Representative provides written direction 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 . The Contractor shall provide the City and City 's Residential Collection Services Contractor access to the Delivery Facil ity to deliver loads outside of the hours of operation based on the Material Recovery Facility Operating and Business Plan approved by the Authorized City Representative. The plan shall cover specific situations in which the City and/or and City 's Residential Collection Services Contractor may need to access the Delivery Facility outside of normal operating hours . The City may reasonably modify the minimum hours of operation at the Delivery Facility with thirty (30) calendar days ' notice . The Contractor shall adjust the hours of operation so that Program Recyclable Materials can be received during a holiday week in accordance with Section 8.1.11. 8.1.11 Holidays The Contractor shall not be obligated to provide Service 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 Director . During the calendar week of each of these holidays , Contractor shall revise their operating schedule for Service as described herein. Exh ibit F -46 of I 17 The Contractor shall make the Delivery Facility available to receive Program Recyclable Materials from the Residential Collection Service Contractor during regular operating hours , including days that are altered due to the occurrence of a holiday. 8.1.12 Personnel Standards For all Services the Contractor and subcontractor shall require the following standards for any personnel required to provide Service: (1) Contractor shall furnish such qualified drivers , mechan ical , supervisory , clerical and other personnel as may be necessary to provide the Service required in a safe , economical and efficient manner. All drivers and equipment operators shall be trained and qualified in the operation of Vehicles or equipment as required by any Contract developed as a result of this RFP and must have and maintain a valid Commerc ial Drivers License , of the appropriate class , issued by the Texas Department of Public Safety. (2) Contractor shall provide operational and safety train ing for'employees who utilize or operate Vehicles or equipment under any Contract developed as a result of this RFP . (3) At least ninety (90) days prior to the Commencement Date of any Contract developed as a result of this RFP , Contractor shall designate qualified employees as supervisors of field operations. Any designated supervisor shall be authorized to make decisions and act on behalf of the Contractor. Any designated supervisor shall be available to the City twenty-four (24) hours per day by radio or phone to receive and handle calls and complaints from the City , or to follow up on problems and inspect Contractor's operations . (4) Contractor shall not , nor shall it permit its employees to , demand or solicit , d irectly or indirectly , any additional compensation or gratu ity from members of the public for Service provided under any Contract developed as a result of this RFP. (5) Contractor shall use its best efforts to assure that all employees present a neat appearance and conduct themselves in a courteous manner. Contractor 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 employee is found not to be courteous or not to be performing Service in the manner required , Contractor shall take all appropriate corrective measures. If City has notified Contractor of a complaint related to discourteous or improper behavior, Contractor will consider reassigning the employee to duties not entailing contact with the public while Contractor is pursuing its investigation and corrective act ion process . (6) All employees of the Contractor performing work under the Contract shall be uniformed , showing their association with the Contractor while operating in the field. The City retains the right to identify additional personnel standards that shall be agreed to in writing by the City and Contractor and incorporated into any Contract resulting from this RFP. Ex hibi t F -47 of 117 8.1.13 Litter, Odor, Noise and Other Nuisances Contractor shall be conduct equipment operations as quietly as possible and shall conform to applicable Federal , State , County and City noise level regulations . The Contractor shall pick up any and all litter caused by the provision of Services in connection with any Contract developed as a result of this RFP . In addition , the Contractor shall maintain all facilities and equipment in a manner that eliminates odors. The Contractor shall ensure nuisances are rwt caused by Contractor's equipment, or by Contractor's employees or subcontractors while performing Recycling Processing Services The Contractor shall also take active measures to control pests. 8.1.14 Care of City-Owned Property If in performance of Recycling Processing Services the Contractor or its subcontractor(s) damages or removes 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 services rendered pursuant to any Contract developed as a result of this RFP. 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. 8.1.15 Liquidated Damages For the purpose of computing damages for a Contractor's failure to remedy an action or inaction listed below , it is agreed that the City may deduct from payments due to Contractor or to become due to Contractor. Liquidated Damages listed herein are subject to the cost adjustments resulting in upward adjustments of the rates for each Service (e.g. liquidated damage values are only subject to increase as a result of cost adjustments), except that such Liquidated Damages shall not apply during an Uncontrollable Circumstance : (1) Failure to submit accurate reports , including monthly, quarterly, annual , employment reports and others as specified in any Contract developed as a result of this RFP and invoices in the specified format as defined in Section 8.1.4 of this RFP : two hundred dollars ($200 .00) per occurrence. (2) Failure to maintain a staffed office during specified hours : one hundred dollars ($100.00) per occurrence. (3) Failure to notify the Authorized City Representative of changes in key personnel (e.g. Division President, Operations Manager, etc.) and/or to introduce such new personnel to the Authorized City Representative : one hundred dollars ($100.00) per occurrence. (4) Failure of Contractor to provide and maintain sufficient labor, Vehicles and equipment or licenses, permits and necessary approvals from City or a third party to properly and legally execute the working operations : one hundred dollars per incident ($500.00). Exh ibit F -48 of 117 (5) Failure to notify the City of damage to City-owned or private property within two (2) hours : five hundred dollars ($500 .00) per incident. (6) Failure to accept and process Program Recyclable Materials during the days and times specified in Section 8.1.10 without prior approval by the Authorized City Representative : Two hundred and fifty dollars ($250 .00) per hour, up to two thousand five hundred dollars ($2 ,500.00) per day. (7) Failure to achieve average Vehicle turnaround time in accordance with Section 8.2.11 . Five hundred dollars ($500 .00) per day plus one hundred dollars ($100 .00) per Vehicle in excess of average truck turnaround time on such day. (8) Failure to maintain scalehouse in accordance with Section 8.2 .14 : Five hundred dollars ($500.00) per day. (9) Fa ilure to sell Program Recyclable Material or Recovered Materials in accordance with Section 8.2.5 : two thousand five hundred dollars ($2 ,500 .00 ) per occurrence. (10) Failure to adequately control litter, odor and othe r nuisances in accordance with Section 8.1.13 : one hundred dollars ($100.00) per hour per instance . (11) Failure to store material , both incoming and processed in accordance with Section 8.2 .18 : one hundred dollars ($100.00) per hour per instance . (12) Failure to maintain adequate open tipping floor space for Vehicles to unload in a safe and timely manner in accordance with Section 8.2.18 : one hundred dollars ($100.00) per hour per instance. (13) Disposal of Program Recyclable Materials or Recovered Materials by the Contractor or its subcontractor(s): two thousand dollars ($2 ,000.00) per occurrence . 8.1.16 Contractor(s) Performance Incentive The City reserves the right to develop performance incentives as part of any Contract developed as a result of this RFP . Performance incentives shall be established at the City 's discretion to incentivize Contractor to meet performance standards by waiving the assessment of some or all Liquidated Damages incurred . 8.2 Processing Services for Program Recyclable Materials This section provides an overview of the technical specifications for Recycling Processing Services . The Contractor shall perform , at its expense , acceptance , processing and marketing of all Program Recyclable Materials delivered to the Delivery Facil ity , as described in the following subsections. 8.2.1 Delivery Facility ' Contractor shall provide a Delivery Facility for acceptance of Program Recyclable Materials collected and delivered to the Delivery Facility as described in Section 8.2 .2 . The Delivery Facility may be either a Materials Recovery Facility , or a Transfer Station . The Delivery Facility must be located within twenty (20) road miles from the intersection of 1-30 and 1-35 . The City prefers that the Delivery Facility be located within the City of Fort Worth . The location of the · Exhibit F • 49 of I 17 Delivery Facility should have a positive impact on City programs , including , but not limited to , increased efficiencies for Vehicles, easy access , minimized travel through residential areas , and maximized use of highways and major thoroughfares. The Contractor will be required to maintain the proposed Delivery Facility location for the duration of the Contract unless an alternative Delivery Facility or location is approved by the City in writing , as described in Section 8 .2.4. The City will consider proposals that include the use of more than one facility provided that all facilities are operated by the same party , and provided that all other requirements identified in this RFP are met. For example, proposals may include a separate Delivery Facility (i.e . transfer station) and Processing Facility. Proposals that include more than one facility should describe the benefits to the City , such as providing more efficient access for the City 's Residential Collection Services Contractor based on the locations of the Delivery Facility relative to the City's collection routes . Offering multiple facilities is not a requirement or a preference under this RFP . 8.2.2 Delivery of Materials For the term of any Recycling Processing Service Contract , the Contractor shall accept and process all Program Recyclable Materials collected and delivered to the Delivery Facility under the Residential Collection Services Contract , under the Drop-Off Stations Collection Contract, from Small Haulers, and from other sources within the City. The City , at its sole discretion , may also deliver Program Recyclable Materials collected . Small Haulers may deliver Program Recyclable Materials collected from multi-family complexes and commercial establishments within the City. In addition , other sources may deliver Program Recyclable Materials collected from within the City. All Program Recyclable Materials from any sources will be direct-hauled to the Contractor's Delivery Facility. For clarity, Program Recyclable Materials delivered by Small Haulers or from other sources within the City must be accepted at the Delivery Facility , but is not subject to the pricing agreed upon as part of the Recycling Processing Contract. 8.2.3 Materials Recovery Facility The Contractor shall provide for the processing of all Program Recyclable Materials at a Delivery Facility authorized under all Applicable Laws to process Program Recyclable Materials. The Contractor will be required to maintain the proposed Materials Recovery Facility for the term of the Contract unless an alternative Materials Recovery Facility or location is approved by the City in writing , as described in Section 8.2.4. 8.2.4 Additional Considerations for Alternative Facility(ies) If, at any time during the term of a Processing Services for Program Recyclable Materials Contract developed as a result of this RFP , the Contractor is unable to accept any or all Program Recyclabl,e Materials at the designated Delivery Facility and/or is unable to process any or all Program Recyclable Materials at the designated Materials Recovery Facility , the Contractor shall be solely responsible for the following: (1) Procuring and utilizing an alternative Delivery Facility and/or Materials Recovery Facility , as applicable , approved by the City in writing ; and Exh ibit F -50 of 11 7 (2) Any and all increases in costs , including , but not limited to , transportation costs , tipping fees , process ing costs , and City capital and operational costs , associated with the alternative facility(ies). The Contractor shall notify the City in writing of proposed use of any alternative Facility(ies), including a written letter confirming the use of alternative Facility(ies) if provided by another company. 8.2.5 Program Recyclable Materials The Contractor shall accept and process all Program Recyclable Materials delivered to the Delivery Facility as described in Section 8.2.2. At a minimum , Program Recyclable Materials shall include the following : (1) Paper a. Old corrugated cardboard (OCC) b. Mixed Paper c. Newspaper (2) Plastics a. #1 PET b. #2 HOPE -Color c. #2 HOPE -Natural d . #5 PP e . Mixed Plastics #3 , 4 , 6 , 7 f . Rigid Plastics (3) Glass a. Glass bottles and jars of any color (4) Metals a. Aluminum cans b. Steel cans c. Household scrap metal (5) Other a. Aseptic beverage containers Program Recyclable Materials w ill also include other recyclable materials proposed by the Contractor and agreed to by the City . If, during the term of any Processing Services for Program Recyclable Materials Contract developed as a result of this RFP , the Materials Recovery Facility processes any recyclable materials other than Program Recyclable Materials , the City may , at its sole discretion , add such recyclable materials to defined Program Recyclable Materials. Additionally , if another Materials Recovery Facility in the Dallas-Fort Worth Metroplex accepts Exhib it F-51 of 11 7 other recyclable materials not currently included as Program Recyclable Materials , the City may, at its sole discretion , may include such other recyclable materials as Program Recyclable Materials at no additional cost to the City unless the Contactor can prove that adding such recyclable material as Program Recyclable Materials would cause an unreasonable financial hardship to the Cont ractor and/or no market exists for such recyclable materials . The City may remove a recyclable material from Program Recyclable Materials if the City and Contracto r determine it is economically and technically prohibitive to process such recyclable materials and can reach agreement as to the financial impact for deletion of such recyclable materials from Program Recyclable Materials. 8.2 .6 Other Materials The Contractor shall accept and process all materials proposed by the Contractor and agreed to by the City that are delivered to the Delivery Facility by or on behalf of the City , any Small Hauler, and other source within the City for sale on the secondary materials market ; however, howeve r, the Contractor shall prio ritize the City 's Program Recyclable Material before allowing additional outside volume. The City may remove a material subject to mutual agreement of the City and the Contractor and with a negotiated price adjustment, as applicable . 8.2.7 Capacity for Program Recyclable Materials Collected via City Program The Contractor shall be solely responsible for providing sufficient capacity at the Delivery Facility to accept , process and market all Program Recyclable Materials and sufficient capacity at the Materials Recovery Facility to process all Program Recyclable Materials , from all sources as defined in Section 8.2.2. Each facility shall have a large tipping area with enough capacity to store Program Recyclable Mate rials and other materials as agreed upon by City and Contractor. 8.2.8 Capacity for Recyclable Materials from Multifamily Complexes and Commercial Establishments The City is interested in fostering multi-family and commercial recycling in the City and otherwise increasing recycling opportunities . To this end , the Contractor is encouraged to provide additional capacity for Services for multi-family complexes and commercial establishments (and their collection providers) that may elect to contract with and deliver Program Recyclable Materials to the facility ; however, the Contractor shall prioritize the City 's Program Recyclable Material before allowing additional outside volume. The Contractor is also encouraged to provide a drop-off location at the Delivery Facility for use by City residential customers and commercial establishments. 8.2.9 Unaccepted Loads If a load of mate rial delivered to the Delivery Facility , by or on behalf of the City , any Small Hauler, or any other source collected within the City , contains more then thirty (30) percent of materials, by we ight, other than Program Recyclable 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 Delivery Facility . The Contractor may not designate a load as an Unaccepted Load for any other reason unless mutually agreed upon in writing by the City , Small Hauler, or the source within the City and the Contractor. Exhibit F -52 of 11 7 For any load designated as an Unaccepted Load , the Contractor must provide written notice and photographs of the Unaccepted Load , prior to the Vehicle departing the Delivery Facility , to : (1) the driver of the Vehicle and the Authorized City Representative if the load is delivered by or on behalf of the City ; or (2) the dr iver of the Vehicle if the load is delivered by a Small Hauler or other source within the City . In addition , the Contractor must maintain the load separately from other material to afford the , Authorized City Representative , Small Hauler, or other source from within the City the opportunity to inspect the load . For all Unaccepted Loads delivered by or on behalf of the City ,the Contractor shall manage handling of the Unaccepted Load, including , but not limited to , loading , transporting and disposing of the contents of the Unaccepted Load at the SELF or other Disposal Facility as directed by City . For all Unaccepted Loads delivered by or on behalf of the City , the Contractor shall dispose of the Unaccepted Load as follows : (1) at the SELF , at no cost to the Contractor; or (2) at another disposal site authorized to dispose of such waste , and charge the City the value of the fee incurred for disposal For all Unaccepted Loads delivered by a Small Hauler or other source from within the City , the Contractor shall dispose of the Unaccepted Load at any disposal site authorized to dispose of such waste . The Contractor may charge the Small Hauler or other source the value of the fee incurred for disposal or may charge the person delivering the Unaccepted Load a fee based on the incoming net weight of the Unaccepted Load as reported by the scale at the Delivery Fac ility. 8.2.10 Vehicle Access to Delivery Facility Materials delivered to the Delivery Facility by o r on behalf of the City will be direct-hauled in collection Vehicles . As applicable , other generators contracting with the Delivery Facility may deliver materials in other types of equipment, such as transfer trailers. The Contractor must provide safe and efficient access to all Vehicles delivering materials to the Delivery Facility including minimizing support structures in the tipping area. The Delivery Facility shall contain : (1) minimum clearance of doors of twenty-six (26) feet high ; (2) minimum space to accommodate three (3) collection Vehicles simultaneously, and ; (3) minimum clearance within tipping area of th irty (30) feet high. 8.2.11 Priority Access and Vehicle Turnaround Time The Contractor shall operate the Delivery Facility to maintain a daily average Vehicle turnaround time of twenty (20) minutes or less for all Vehicles delivering materials by or on behalf of the City. The Contractor shall provide priority access to all Vehicles delivering materials by or on behalf of the City to achieve the daily average Vehicle turnaround times . Vehicle turnaround Exhibit F -53 of 117 time will be calculated from the arrival of a Vehicle delivering materials by or on behalf of the City arrival at the Delivery Facility scale to departure of such Vehicle from the scalehouse . The Contractor shall be required to provide a Traffic Plan for the Delivery Facility to the City for approval. The plan should address the requirements of this section. In addition , the Delivery Facility Traffic Plan shall , at a minimum , show (1) The flow of traffic for Vehicles entering and exiting the Delivery Facility. (2) Illustrate the queuing area on the site for Vehicles waiting to unload . (3) Describe the number and type of Vehicles that can simultaneously unload. • (4) Identify the procedures for providing priority access to Vehicles delivering materials by or on behalf of the City . (5) Discuss how the Contractor will plan for and accommodate peak periods and describe how the Contractor will plan for and accommodate inspections of loads while maintaining the daily average Vehicle turnaround time. The Contractor shall comply with the approved Delivery Facility Traffic Plan for the term of any Processing Services for Program Recyclable Materials Contract developed as a result of this RFP unless the City approves in writing an alternate or amended Delivery Facility Traffic Plan . 8.2.12 Minimum Processing Requirements For the Materials Recovery Facility , the Contractor shall utilize processing subsystems capable of processing a minimum of ninety-five (95) percent by weight of Program Recyclable Materials into Recovered Materials on a monthly basis . 8.2.13 Disposal of Program Recyclable Materials and Recovered Materials Prohibited The Contractor shall not dispose of any Program Recyclable Materials and shall not market Recovered 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. 8.2.14 Scalehouse Requirements The Delivery Facility shall be equipped with adequately sized Vehicles scales and computerized recordkeeping systems for weighing and recording all incoming and outgoing Vehicles. The recordkeeping system shall be capable of meeting the requirements of Section 8.1.4. Scales shall be tested and maintained as required by Applicable Law , at a minimum , but not less frequently than once every three (3) months . The 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 recordkeeping of incoming Vehicles , provide incoming Vehicles with access to live audio communication with personnel at the Delivery Facility , and include video monitoring and recording capabilities. Exhibi t F -54 of 11 7 The scalehouse and associated recordkeeping system shall be designed to track both the arrival and departure of all Vehicles delivering materials by or on behalf of the City to ensure compliance with recordkeeping and reporting requirements in accordance with Section 8.1.4 . 8.2.15 Characterization Audits The Contractor shall , at the Contractor's sole expense , conduct quarterly characterization audits in accordance with the characterization aud it procedures set forth in Exhibit C. The Contractor and City will utilize the compos ition information derived from the characterization audits for determination of the following : (1) Disposal Allowance for Residue and Contamination to be granted by City . (2) Disposal & Transportation Fees for Residue and Contamination to be paid by City. (3) Recyclable Revenue Share. (4) Compliance with minimum processing requirement per Section 8.2.12 . 8.2.16 Disposal of Residue and Contamination The Contractor may dispose of residue and contaminat ion from the processing of Program Recyclable Materials , as follows : (1) at the SELF at no cost to the Contractor; or (2) at another disposal site selected by the Contractor that is authorized to dispose of such waste and charge the C ity the value of the fee incurred for disposal. 8.2.17 Security and Fire Prevention The Contractor shall be solely responsible for providing and ma intaining adequate security at the Delivery Facility and Materials Recovery Facility, as applicable , and during transport materials by or on behalf of the Contractor. At a minimum , the Delivery Facility and Materials Recovery Facility , as applicable , sites shall be secured as to prevent theft of materials and control the escape of litter from the sites. Any loss of revenue for Recovered Materials due to theft of materials shall not impact revenue sharing to the City. The Contractor shall be required to provide a Fire Prevention Plan for the Delivery Facility to the City for its approval. The plan shall , at a minimum : (1) Detail operational procedures in place to minimize fires . (2) Illustrate the evacuation procedure including specific locations on site where personnel would gathe r. (3) Describe communication protocol if a fire occurs , including the responsible party. (4) Indicate where inbound material would be redirected in the case of a fire . (5) Indicate how any active fires w ill be extinguished . 8.2.18 Storage of Materials The Contractor shall store material , both incoming and processed , to prevent degradation of such materials from exposure to sun and weather , prevent negative impact to maneuvering of Ex hibit F -55 of 1 17 Vehicles in the facility , and promote the safety of persons at the Delivery Facility and Materials Recovery Facility , as applicable. All incoming , pre-processed materials and processed materials , including bales shall be stored in compliance with all regulatory and environmental laws and regulations , shall not create complaints from areas outside the Delivery Facility or Materials Recovery Facility , and do not negatively impact the quality or value of material. The Contractor shall maintain adequate open (e.g. free of pre-processed Recyclable Material) tipping floor space at all times for Vehicles to unload in a safe and timely manner, meeting the requirements of Section 8.2.11 . 8.2.19 Ownership of Recyclable Materials and Risk of Loss Title to and risk of loss of Program Recyclable Materials shall pass to the Contractor once the Contractor takes possession of the materials at the Delivery Facility upon unloading of Program Recyclable Materials from the Vehicle. After the title to and risk of loss of Program Recyclable Materials delivered passes to the Contractor, if any such Program Recyclable Materials or Recovered Materials are lost, damaged , or scavenged , the Contractor shall be liable to the City for the sum of funds paid to the City if such materials had not been lost , damaged , or scavenged. Ownership of residuals may remain with the City if residuals are disposed of at the City of Fort Worth owned Southeast Landfill. 8.2.20 Recyclable Revenue Share The Recyclables Processing Fee will be comprised of the Capital Cost Component and Operating Cost Component. The Capital Cost Component is intended to recover costs of capital , such as site development , building construction , processing equipment , and rolling stock. The Operating Cost Component is intended to recover ongoing costs of operations such as personnel costs , utilities, maintenance , fuel, marketing and other similar costs . In addition to the Recyclables Processing Fee , the Contractor may elect to receive a Disposal Allowance and/or charge a Disposal and Transportation Fee for each residue and contamination ton delivered to the Delivery Facility by or on behalf of the City . For purposes of the Disposal Allowance and/or charge of a Disposal and Transportation Fee , the residue and contamination tons will be estimated based on the most recent characterization audit as described in Exhibit C and the total incoming tons delivered to the Delivery Facility by or on behalf of the City and accepted by the Contractor for the prior month . The Disposal Allowance grants the Contractor the right to dispose of solid waste at no cost to the Contractor at the SELF up to the estimated residue and contamination tons delivered by or on behalf of the City (excluding all other non - City ton) to the Delivery Facility for the prior month. The Disposal and Transportation fee is intended to recover disposal costs beyond those compensated by the Disposal Allowance such as hauling . The Disposal and Transportation Fee may include costs of disposal if the Contractor elects to not receive a Disposal Allowance and disposes the residual and contamination material at a site other than the City 's SELF . Proposers must specify in Form 9 whether the proposal is based on receiving a Disposal Allowance, charging a Disposal and Transportation Fee , or both . Exhibi t F -56 of 11 7 For incoming ton of materials delivered by or on behalf of the City to the Delivery Facility and accepted by the Contractor, the Contractor shall pay the City a Recyclable Revenue Share . The Recyclable Revenue Share for Program Recyclable Material shall be based on the following : (1) Composition of Program Recyclable Materials according to the most recent characterization audit , or an average of the four (4) preceding audits , conducted pursuant to any Processing Services for Program Recyclable Materials Contract developed as a result of this RFP. (2) The Recyclable Revenue Share Index calculated each month in accordance with Table 11 below. If a publication identified in Table 11 ceases to be published, the parties shall mutually agree to an industry accepted market pricing publication to be used for purposes of the revenue share basis. Mill tickets shall be required as back- up for all actual sales price information . The Recyclable Revenue Share for Program Recyclable Materials , such as Mixed Paper and Old Corrugated Cardboard , will be based on the Recyclable Revenue Share Index calculated each month in accordance with Table 11 below for such commodity. Exhibit F -57 of 11 7 Table 11: Recyclable Revenue Share Indices Recyclable Materials Revenue Share Basis The greater of Recycl in gMarkets .net , PS 11 Corrugated Old Corrugated Cardboard Containers , Southcentral USA region , (1st issue of the (OCC) month ) regionally average price or Average Monthly Actual Sales Price The greate r of RecyclingMarkets .net , PS 54 Mixed Paper, Mi xed Paper Southcentral USA region , (1 st issue of the month) regionally averaqe price or Averaqe Month Actual Sales Price I The greater of RecyclingMarkets .net , PS 56 Sorted Newspaper Residential Papers , Southcentral USA region , (1 st issue of the month) regionally average price or Average Monthly Actual Sales Price The greater of RecyclingMarkets .net , Plastics PET Baled , Plast ic #1 Southcentral USA region , (2 nd business day of the month) regionally average price or Average Monthly Actual Sales Price The greater of RecyclingMarkets .net , Plastics Natural HOPE Plastic #2 Natural Baled , Southcentral USA region , (2 nd bus in ess day of the month) regionally average price or Average Monthly Actual Sales Price The greater of RecyclingMarkets .net , Plastics Colored Plastic #2 Colored HOPE Baled , Southcentral USA region , (2 nd business day of the month) regional ly average price or Average Monthly Actual Sales Price Other Program Recyclable The greater of the Average Monthly Actual Sales Price or Material-Plastic Verified Market Price , or zero The greater of RecyclingMa rk ets .net , Aluminum Cans Aluminum Sorted , Baled , Southcentral USA region , (1 st issue of the month) regionally average price or Average Monthly Actual Sales Price The greater of RecyclingMarkets .net , Steel Cans Sorted , Steelffin Baled , Southcentral USA region (1 st issue of the month) regionally average price or Average Monthly Actual Sales Price Other Program Recyclable The greater of RecyclingMarkets.net , Steel Cans (Sorted, Material-Metal Baled , picked up), (1 st issue of the month) regionally average price or Average Monthly Actual Sales Price Glass The greater of the Average Monthly Actual Sales Price , Verified Market Price , or zero Residue and Contamination Zero The calculation for the Recyclable Revenue Share shall be as follows : Net Revenues = Gross Recyclable Revenue from City Material -(Processing Fee accrued by City + Disposal & Transportation Fee accrued by City) Then City Recyclable Revenues = Net Revenues x Proposed Recyclable Revenue Share to City(%) Exhibit F -58 o f 117 If the Net Revenues are calculated to the be less than zero , the Recyclable Revenue Sha re shall be considered zero . For cla rity , the City shall not pay a Recyclable Revenue Share to the Contractor in the case that the G ross Recyclable Revenue from City material is less than the Processing Fee and Disposal & Transportation Fee. The basis for the Recyclable Reven ue Share (Table 11) and the calculation for Recyclables Processing Fee , Disposal and Transportation Fee , and Recyclable Revenue Share may change based on floor pricing , cap to annual Recyclables Processing Fee , or other financial considerations proposed by the Contracto r in the Form 9.5 or as otherwise agreed to by the City and Contractor in writ ing . SECTION 9 -PROPOSAL FORMAT 9.1 General Instructions (1) To provide for ease and uniformity and to aid in the evaluation of proposals , Proposers shall comply with the sequence outlined herein . In numbering proposals , the Proposer shall use the same sect ion numbers and titles and shall provide its responses in the same order as each item is numbered and orde red herein. Failure to comply may deem the proposal as non -responsive . The proposal shall be completed in sections which are described below. (2) Proposers should be aware that all technical and operational specifications , equipment descriptions and marketing material submitted or made available w ill be incorporated by referenced into any Contract developed as a result of this RFP. The City discourages the inclusion of general marketing material , equipment manuals , or large financial statements unless they are used to provide specific information or specifically requested by the City . 9.2 Proposal Format 9.2.1 Signatures All required signatures shall be manual, in ink by an authorized representative of the Proposer who has legal authority to bind the Proposer in contractual obl igations . Proposals by corporations must be executed in the corpo rate name but the President or Vice President (or other corporate officer if accompanied by evidence of authority to sign) and the corporate seal shall be affixed and attested by the Corporate Secretary or an Assistant Secretary. The corporate address and state of incorporation shall be shown below the signature . Proposals by partnerships must be executed in the partnership name and signed by a partner . His/her t itle must appear under his/her signature and the official add ress of the partnership must be shown below the signature. 9.2.2 Forms Proposers shall submit the i r proposals on the forms provided in this RFP. 9.2.3 Proposal Format Proposals shall be submitted in the format indicated in Table 12 . The content required to be included in each section is detailed in Section 10 of this RFP . Exhibit F -59 of 1 17 Table 12: Proposal Format Section Content Form Page 1 RFP Cover Sheet Page 1 of RFP Document Section 1 Letter of Intent None Section 2 Company History and Ownership None Section 3 Company Experience None Section 4 Statement of Organization Form 2 Section 5 Proof of Satisfaction of Preferred Fo rm 1 Minimum Requirements and Experience Section 6 Conflicts of Interest Questionnaire Form 3 Section 7 Method of Approach None Section 8 Key Personnel None Section 9 Contractor 's Representative None Section 10 Required Planning Documents None Section 11 Financial Statement None Section 12 Financial Capacity None Section 13 Litigation , Regulatory Actions , and None Payment of Liquidated Damages History Section 14 Suspension or Debarment Form 4 Section 15 RFP Submission Checklist Form Form 5 Section 18 Compliance Records None Section 19 Acknowledqement of Addenda Form 6 Section 20 Exceptions Form Form 7 Section 21 Non-Collusion Aqreement Form 8 Section 22 All Other Forms (Forms 10-14) Forms 10-14 Each Proposer shall submit its Price Proposal (Form 9) in a separate sealed envelope (or box) at the same time the RFP Proposal Submission is submitted and on or before the Proposal Submission Deadline . A Scanned Copy of all RFP Proposal documents shall be submitted on a flash drive with the RFP Proposal Submission . 9.2.4 Typed or Inked Corrections Proposals shall be typed or in ink. Erasures , interlineations or other modifications in the Proposal shall be initialed in ink by the person authorized to sign the Proposal. SECTION 10 -PROPOSAL CONTENT REQUIREMENTS The proposal shall contain a completed RFP Cover Sheet and all of the following information applicable to each of the Services to which the Proposer is responding : 10.1 Letter of Intent The Letter of Intent shall be signed by the person authorized to sign the Proposal and shall: (1) Be presented on company letterhead (2) Identify the submitting organization (3) Identify the name , title , contact number, email address and physical address of the person to be contacted during the RFP process (4) Identify any subcontractors to be utilized Exhib it F -60 of 11 7 Additionally , the Letter of Intent shall include the following statements : (5) Proposal Binding for One Hundred Eighty (180) Days. The proposal shall be binding for one hundred eighty (180) days pursuant to Section 4 .1.2. Each proposal shall contain a statement that the proposal is a firm offer for a one hundred eighty (180 ) calendar day period from the Proposal Submission Deadline Date . (6) Representation as to Accuracy and Completeness of Proposal. "The information conta ined in this Proposal or any part thereof, including exhibits , schedules , and other documents and instruments delivered or to be delivered to the City, are true , accurate , and complete to the Proposer's knowledge . This proposal includes all information necessary to ensure that the statements herein do not in whole or in part mislead the City as to any material facts." 10.2 Company History and Ownership In addition to the info rmation prov ided in the Letter of Intent, Proposers shall provide a brief overv iew of company history and current ownership in narrative form. If owned by a private equity or investment firm , please provide the name of the private equity or investment firm and when the operating entity was acquired. All subcontractors must be identified , including the role of each subcontractor listed in Form 2. 10.3 Company Experience Proposer shall briefly describe in narrative format the Proposer's experience. The Proposer shall communicate their company background and history , with a specific focus on history in Fort Worth , Dallas-Fort Worth Metroplex and Texas. 10.4 Statement of Organization Proposer must complete the Statement of Organization Form (Form 2). Proposers are permitted to supply additional information that will assist the City in understanding the Proposer's organization . 10 .5 Proof of Satisfaction of Minimum Requirements and Experience Proposers shall meet the following min imum requirements to be considered for award of any Contract developed as a result of this RFP. (1) Ability to Acquire Letter of Credit and/or Performance Bond. Proposers shall submit with their RFP Submission a letter indicating proof of the ability to acquire a letter of credit (preferred) and/or Performance Bond (alternate) that meets or exceeds the requirements described in Section 8 .1. 7. The surety shall be a surety company duly authorized to do bus iness in the State of Texas ; having an "A " or better rating by A. M. Best or Standard and Poors ; included on the list of surety companies approved by the Treasurer of the United States of America ; and acceptable to the City. (2) Minimum Qualification and Experience. Proposer shall complete Form 1. The Proposer shall demonstrate they have the preferred minimum experience of five (5) years of experience for which the Proposer has provided processing services for Program Recyclable Materials for customers that require processing of a minimum of 30 ,000 tons per year for at least three (3) unique reference Material Recovery Fac ilities . Exh ibit F -61 of 117 One (1) of the projects should represent the largest Material Recovery Facility (in terms of tons per hour processing capac ity) that the Proposer has built and/or operated . For each reference, Proposer shall complete Form 1 which requires the following information : i. Name of customer and contact person , including name , title , phone number, and email address . ii. Description of customer(s), Facility , dates of service , contract end date , number of tons processed per year, and material types accepted . iii. Additional project information including an overview of the MRF operations , including if the Facility was a processing service agreement or public-private partnership (and if so , the roles and contributions for each party), staffing levels , description of how the facility was initially staffed and the approach to retaining staff, description of the process ing equipment, photographs of the exterior and interior of the facility , residue rates (net of Contamination), and types of customers served (e.g ., residential , commercial) on a percentage basis , average recovery rate of Program Recyclable Materials , identify any partnerships with local community for use of the Recovered Materials . Proposers should identify which reference facilities would be available for the City to tour, and any limitations or other coordination issues for conducting such tours . If the proposal includes constructing a Materials Recovery Facility , the Proposer shall demonstrate the financial capacity by submitting all documentation required as part of Section 10.13 to build and operate a Material Recovery Facility that meets the needs of the City pursuant to Section 8.2. 10.6 Conflict of Interest Questionnaire Proposer must complete the Conflicts of Interest Questionnaire Form (Form 3). In addition , the Proposer shall list and describe the Proposer's professional relationships involving the City or any of its agencies or component units for the past five (5) years. 10.7 Method of Approach 10.7.1 Facility Location and Site Details (1) Location. Identify and describe the planned location for the Delivery Facility(ies), including how it meets the current and future recycling processing needs of the City as described in Section 2.5. Identify whether the property is currently owned by the Proposer. If the property is not currently owned by the Proposer, describe how the property will be secured so that development can begin in a timely manner after a Contract is awarded as a result of this RFP . Detail the current zoning of the property and any actions that will be necessary for the approval of construction at the location so that development can begin in a timely manner after Contract award . Detail plans to obtain the necessary permits to operate a Processing Facility on the property. For locations not in the City , describe any advantages the Proposer believes the site Exhibit F -62 of 11 7 offers over an in-City location and describe how Proposer shall make up for any benefits lost from the Processing Facility not being in the City. (2) Site Plan. If the proposal includes existing Delivery Facility(ies), provide a detailed site plan of the existing Delivery Facility(ies) and any planned expansions/improvements. For new Delivery Facilities , include a conceptual site plan that includes the entire Del ivery Facility . The site plan must include the building , access , roadways leading to the site and internal roads, parking , scalehouse and scales , administrative offices , security features (e .g ., fencing, gates) and s ite infrastructure (e .g ., storm water management). If Drop-Off Stations are to be located at the site , those services should be shown on the site plan . For new Delivery Facilities , describe the utilities currently available at the site and the site work that would be required to prepare the site before construction. Proposers should appropriately identify aspects or features of the site plan to show that it meets the needs of the RFP. (3) Delivery Facility Building . Provide a conceptual floor plan and building elevations (from all four sides of the building) of the Delivery Facility building that clearly shows the proposed layout and configuration of the Delivery Facility building . Overall dimensions , including building height should be included , as well as support structures and doors and openings. The elevations should sufficiently represent the building finish and aesthetics . Proposers should also include an artist's rendering that captures the overall design of the building and site (or photographs , for existing Processing Facilities). Proposers should appropriately identify aspects or features of the building plans and equipment layout to show that it meets the requirements of the RFP. 10.7.2 Facility Process and Capacity (1) Program Recyclable Materials. Contractor shall accept, at a minimum , the materials identified in Section 8.2.5 as Program Recyclable Materials. Identify any additional materials that can be accepted and processed as Program Recyclable Materials at no additional cost , including but not necessarily limited to: scrap metal (excluding large metal from C&D activities); rigid plastic such as toys (with recommendations for managing potentially unacceptable items such as electronic toys); plastic bags ; aluminum foil (with insight on whether this material would degrade the value of aluminum already collected); textiles ; small electronics ; batteries, and other materials that may be suggested by the Proposer. (2) Capacity. Describe the total capacity and available capacity of the Delivery Facility . Capacities shall be stated in tons per hour. Provide evidence supporting the stated total and available capacities . Proposals should describe initial capacity per hour and operating hours (i.e., number and length of shifts) and how it will expand to meet demands of growth for the City as well as increased recycling by multi-family complexes and commercial establishments. The minimum throughput of the Processing system is expected to be in the range of thirty (30) tons per hour. Exh ibit F -63 of 11 7 (3) Processing Equipment. Provide a detailed description including supporting drawings or exhibits of the equipment that will be utilized at the Processing Facility . Information should include : a. Preliminary list of equipment vendors (multiple vendor options are acceptable for new facilities) and the Proposer's past experience with the equipment vendors listed. b. Proposed equipment layout and Processing Equipment list. c. Description of options to expand Processing Equipment in the future. d. For existing Processing Facilities , indicate the age of the equipment. (4) Tipping Area. Describe tipping area including the number and clearances of doors leading in and out of the tipping area , total volume of Program Recyclable Mate rial that can be stored , square footage of the tipping area and guaranteed number of days of tipping floo r storage . Describe how Vehicles delivering materials by or on behalf of the City and other Vehicles will be prioritized and managed on the tipping floor, including how many of each Vehicle type will be able to unload at any given time during normal operating hours and the procedure the Proposer will follow in the case that tipping area space is obstructed. (5) Scale Operations. Describe the scale operations , including number of scales and strategies to minimize queue time for collection vehicles , especially during peak periods. Scale operations should be taken into consideration as part of the City 's turnaround time requirement from Section 8.2.11. (6) Rolling Stock. The Proposer must provide a complete inventory and description of all proposed rolling stock equipment (e .g ., loaders , forklifts , transfer tractors , transfer t railers , roll-off trucks, etc.) that will be utilized . This inventory must demonstrate the Proposer's understanding and knowledge of the type and amount of sufficient equipment to provide adequate and uninterrupted services to the City. (7) Disposal of Residue and Contamination. Describe where residue and contamination will be disposed . Identify whether proposal is based on receipt of Disposal Allowance or Disposal & Transportation Fee from the City as described in Section 8.2.20. (8) Storage of Recyclable Materials. Describe how Program Recyclable Materials will be stored to minimize degradation of such materials , prevent negative i mpact to maneuvering of Vehicles in the Delivery Facility, and promote the safety of persons at the facility per the requirements of Section 8.2.18. Include approximate size of the Recovered Material storage area , the approximate time that Recovered Materials will be stored onsite , what areas of the storage area will be outside of the building but under cover versus inside of the building , and other relevant information. The City will not permit long-term storage of any materials outside of the facility building . (9) Litter, Odor and Other Nuisances. Describe how the operations will meet the requirements of Section 8.1 .13 . Ex hibit F -64 of 11 7 10.7.3 Facility Operating and Business Plans This sect ion shall include operat ing and business plans. These should be summary plans that add ress key points and should be no more than four (4) pages each . More detailed final plans will be requested of the Contractor prior to the Commencement Date . (1) Operating Plan. Describe your firm 's general app roach to the operations at the Material Recovery Facil ity and equ ipment required to meet the requirements described in Section 8.2 and shall cover specific situations in which the City and/or and City 's Residential Collection Services Contractor may need to access the Del ivery Facility and/or Material Recovery Facility outside of normal operating hours . (2) Traffic Plan. Provide a visual traffic flow diagram or plan for each facility of the following : a. Traffic Pattern at Facility . Proposer shall include a visual traffic flow diagram or plan that utilizes the site plan and identifies the intended traffic patterns for each Vehicle type that will utilize the facility. The traffic plan shall clearly ind icate where Vehicles will be required to back-up , if at all , during unloading. In addition , the traffic plan shall describe the number and type of vehicles that can simultaneously unlo ad, the procedures for providing priority access to Vehicles delivering materials by or on behalf of the City and the plan for peak periods. b. Traffic Pattern to and from Facility. Identify the intended traffic patterns to and from the facil ity and any narrative , if needed , to describe other measures to minimize travel through residential areas and maximize use of highways and major thoroughfares . (3) Equipment Maintenance Plan . Describe the preventative maintenance plan and equipment repair plan for both processing equipment and rolling stock. Proposers should also describe how equipment will remain clean (minimizing build-up of dust and other substances) throughout the term of any Contract developed as a result of this RFP. (4) Marketing Plan. Provide a draft marketing plan for material processed at this Processing Facility. The" marketing plan shall address each of the commodities to be processed , including plastics 3 through 7. The marketing plan shall include the Proposer's experience in marketing mate rials and the proposed end users and/or buyers of the Recove red Materials . The Proposer is encouraged to secure local markets for Recovered Materials , when possible . (5) Commercial and Multi-Family Business Plan. While commercial businesses and multi-family residences are not currently part of the City program , the C ity is interested in fostering commercial recycling and otherwise increasing recycling opportunities . Describe a proposed business plan to increase recycling to the commercial and multi - family sectors. Exhibit F -65 of 11 7 (6) Fire Prevention Plan. Provide a Fire Prevention Plan that details operational procedures to minimize fires , illustrates evacuation procedures , indicate how active fires will be extinguished , and all other required information pursuant to Sect ion 10 .10 . 10.7.4 Public Education and Community Outreach (1) Overview of Public Education and Community Outreach. Include qualifications of the staff person who will collaborate with the City for public education and outreach in itiatives . Proposal shall state a min i mum number of hou rs annually that the person will work with the City , and the type of services that person will provide . Since public education and outreach is critical to a successful residential recycling program , the selected Proposer shall be an active participant in the recycling education programs for the City. The Contractor will pay the City a Public Education Fee of not less than $2.35per incoming ton of materials delivered by the City. Proposers are encouraged to propose additional contr ibutions to support the City 's public education efforts . The Proposer shall describe in th is section its overall approach and commitments to public education including any additional or in -kind services and the estimated annual value of those services. Other additional financial commitments shall be captured in Form 9. (2) Proposal for Supporting Local Community. Provide any proposals for supporting the local community through the term of the Contract. Support may include financial support (taken into consideration in the Price Proposal), internships and/or scholarships , partnership opportunities w ith local educational institutions and business , education opportunit ies , community clean-up events , or other ideas as deemed appropriate by the Proposer. 10.8 Key Personnel Proposer shall provide an organization chart for key personnel and job descriptions indicating the qualifications and experience of key personnel the Proposer would assign to the transition team and to the ongoing management. For positions that are currently unfilled , identify minimum qualifications for that position . Specify the amount of time each individual will be dedicated to work on the Contract. Provide resumes , names , and phone numbers of municipal references of the key proposed management team members . In addition , please describe the level of experience and/or familiarity that each of the key personnel have with the City , whether personal or professional. At a minimum , key personnel shall include the gene ral manager, operations manager, maintenance manager and any other personnel that will have regular contact with the City. 10.9 Contractor's Representative Identify Contractor's Representative who will be in charge of the Proposer 's operations under any Contract developed as a result of this RFP and who is authorized to make decisions and act on its behalf. Provide a brief description of communicat ions plan between Proposer and City including expected frequency of in-person coordination meetings and other forms of regular communications . Exh ibit F -66 of 11 7 10.10 Required Planning Documents (1) Transition Plan(s). Proposers shall describe proposed strategies to ensure a smooth transition from the City's current Contractor to the successful Proposer. The proposed transition plan is of critical importance to the City. The transition plan must be complete by the Commencement Date . In the transition plan , the Proposer must describe , at a minimum , the following : a. Individual or group of individuals that will oversee the execution of the transition plan for each Service. b. Approach to acquisition of equipment and personnel , tra ining of personnel , etc. The transition plan should include all permitting , construction and commissioning activities, as well as equipment installation and testing , as applicable. c. Overall schedule for the transition including dates of key milestones. Proposers should utilize the timeline provide in Section 4.1 as the basis of the timeline for the milestones. d. Confirmation of the Commencement Date in accordance with Section 4 .1. e . Any other information that will help the City evaluate the Proposer's ability to seamlessly transition the provision of service for one or more Service(s) (2) Contingency Plan(s). Proposers shall describe proposed Contingency Plan to ensure adequate continuity of Recycling Processing Service. Contingency Plan shall meet the requirements of Section 8.1.5 and must describe , at a minimum , the following : a. The Contingency Plan if any Facility util ized under any Contract resulting from this RFP falls behind schedule and fails to meet the City 's schedule requirement. The City requires that the Proposer be ready to accept any material collected via the City 's Residential Collection Service Contractor starting on the Commencement Date . Per Section 8.1.5 , the City will have the right to assess Liquidated Damages for missing the Commencement Date deadline . b. The Contingency Plan if any Vehicles or equ ipment experience unplanned downtime , including the capability of providing back-up Vehicles or equipment and the capacity to ensure continuity of Recycling Processing Service in a timely manner and at no added cost to the City. (3) Recordkeeping and Reporting Plan(s). Proposer shall provide a Recordkeeping and Reporting Plan describing how it will create and maintain records and reports and otherwise meet the requirements of Section 8.1.4 . Proposer shall provide one or more sample report formats with the Proposal. 10.11 Financial Statement Proposer shall furnish a copy of the Proposer's audited financial statements for the most recent two (2) years for which the Proposer has completed audited statements as an attached appendix to the proposal , which shall not count toward the page limit in accordance with Section 6.3(3). If these documents are available on line Proposers may provided excerpted information Exhibit F -67 of 11 7 and a hyperlink to the location of the information online. Any financial statements included in the proposal shall not count against the page limit in accordance with Section 6.3 .3. In addition , Proposer shall disclose whether Proposer o r parent company has ever filed for bankruptcy. In the event the Proposer does not have an audited financial statement , Proposer may subst itute non-audited financial statement and complete federal tax return for the last two (2) years . 10.12 Financial Capacity If the Proposer intends to make a purchase Vehicles , equipment or construct a Facility to provide one or more Service(s), the Proposer shall provide proof of financial capacity to provide that t he Vehicles , equipment or Facility that meets the minimum requirements of this RFP. The proof provided will be at the discretion of the Propose r, but must clearly demonstrate the capacity to develop and maintain adequate working capital. The info rmation provided should show both financial resources and a history of strong financial profit and loss performance indicating the capacity to repay debt. The Proposer should , at a minimum , include the following information : (1) Planned source of funds fo r the project , including all debt and equity and approximate allocations from each source . (2) Summary financial statements for the operating entity that will develop and operate this pro j ect (do not submit annual reports for publicly traded parent companies). (3) Disclosure of whether the Proposer has filed bankruptcy or defaulted on any loans. (4) Letters of support from financial partners , including guarantees from parent compan ies if a parent company will be providing equity for the project. If the Proposer intends to develop one or more Facility(ies) to provide one or more Service(s), they should include a cost estimate broken out by the following categories : (5) Site work and utilities. (6) Facility building . (7) Other buildings (if applicable). (8) Processing equipment. (9) Rolling stock. 10.13 Litigation , Regulatory Actions and Payment of Liquidated Damages History Proposer shall describe all past and pending civil , legal , regulatory, and criminal actions now pending or which have occurred in the past ten (5) years against key personnel , Proposer , Proposer's subcontractor(s), and all subsidiaries owned by Proposer. Specific to liquidated damages , list the amount of liquidated damages that we re paid , the name of the jurisdiction to which damages where paid , and the event(s) that triggered t he damages. Proposers are only required to provide information on these actions if they occurred in the States Arizona , Arkansas , Florida , Kansas , Louisiana , Nebraska, Oklahoma or Texas. Exh ibit F • 68 of 11 7 10.14 Suspension or Debarment Proposer must complete the Suspension or Deba rment Certificate (Form 4). Failure to complete the Suspension or Debarment Cert ificate may result in rejection of the proposal. 10.15 RFP Submission Checklist Form Proposer must complete the RFP Submission Checklist Form (Form 5) that identifies sections of the RFP Submission required to be considered as part of the evaluation process described in Section 6.6. Failure to complete the RFP Submission Checklist Form may result in rejection of the proposal. 10.16 Compliance Records Proposer shall submit copies of all notices of violations , corrective action notices , enforcement actions or orders , warning notices , or other fo rms of permit violation/non-compliance documentation that the Proposer and Proposer's subcontractor(s) received in the past five years (5) from public agencies such as , but not limited to , the U.S. EPA , TCEQ or any local enforcement agency that involve the Proposer, Proposer's subcontractor(s), or Proposer's parent company and subsid iaries . In addition , provide a statement disclosing any and all fines , penalties , settlements , or damages of any kind paid by Proposer, Proposer's subcontractor(s), Proposer's parent company and subsidia r ies , to public agencies in the past five (5) years. Additionally , identify any agreements in the past five (5) years that have ended prior to the expiration date that involve the Proposer , P roposer's subcontractor(s), or Proposer's parent company and subsidiaries due to any of the following reasons : (1) Assignment of the agreement to another vendo r (2) Termination of the agreement (3) Mutual agreement w ith the customer to discont inue service (4) Other reason 10.17 Acknowledgement of Addenda Proposer must complete the Acknowledgement of Addenda Form (Fo rm 6). Failure to acknowledge all addenda may result in rejection of the proposal. 10.18 Exceptions Proposer must complete the Exceptions Fo rm (Form 7) including a description of the exception and the location with t heir proposal that details the exception . If there are no exceptions , this should be identified and submitted as part of Form 7. Failure to complete Form 7 may result in rejection of the proposal. 10.19 Non-Collusion Agreement Proposer must complete the Non-Collusion Acknowledgement Form (Form 8). Failure to complete Form 8 may result in rejection of the proposal. Exhibit F -69 of 117 10.20 All Other Forms Proposer must complete all othe r forms as specified in this section . Failure to complete all forms may resul t in rejection of the proposal. Othe r forms are as follows : Form 10 : Instructions to Bidders About the Business Equity Goal Form 11: Business Equity Utilization Form and Bus iness Equity Division Letter of Intent Form 12 : Business Equity Good Faith Effort Form Form 13 : Business Equity Jo int Venture Eligibility Form Form 14 : Business Equity Prime Contract Waive r 10.21 Price Proposal Price Proposal (Form 9) shall be submitted in a sepa rate sealed envelope or box at the same time the RFP Proposal Submission is submitted . SECTION11-PROTESTPROCEDURE Proposers who respond to the Request for Proposal have the right to protest the solicitation process of the bid award if they believe that there has been any impropriety or unfa ir criteria in the process. The Proposer must submit any protest in writ ing to the Senior Purchasing Manager within 14 days after the Proposer knows , or should have known , of the facts relating to the proposed action or award . The Senior Purchasing Manager, or designee , is authorized to resolve a protest concerning a purchasing action through telephone discussions , mail , e-mail or in person meetings with the protesting Proposer. After discussions or meetings , the Senio r Purchasing Manager or designee will issue a decision in writing , state the reasons for the action taken and inform the protesting Vendo r of the right to review by a panel made up of City staff. A City protest review panel will consist of an Assistant City Attorney , a representative of the operating department , the Senior Purchasing Manager and any other appropriate personnel or employees of the operat ing department. If the panel is unable to resolve the protest, or if the panel makes a decision with which the Proposer does not agree , the protest ing Proposer will be invited to attend the City Council meeting at wh ich the recommended award is to be presented to the City Council and make known his/her concerns. The protesting Proposer will be instructed to arrive prior to the start of the City Council meeting and complete a card requesting to speak concerning the particular Mayor and Council Communication document (M&C) in question. Proposers wishing to speak before the City Council should review the rules for registering to appea r before City Council located at: http://fortworthtexas.gov/citysecretary/info/default.aspx?id=2914 on the C ity 's website . Exhibit F -70 of 11 7 Ex hibit A -Form s FORM 1: Minimum Qualifications and Experience Form Form 1.1 -Recycling Processing Services References Proposers shall furnish the following information for which the Proposer has provided processing services for Program Recyclable Materials for customers that require processing of the minimum of 30,000 tons per year for at least three (3) unique reference Material Recovery Facilities. One (1) of th~ projects should represent the largest Material Recovery Facility (in terms of tons per hour processing capacity) that the Proposer has built and/or operated as described in Section 10.5(2). Proposers may copy this form and submit as many as applicable. Proposer's Name 1. Customer Name Name of Contact Title of Contact Present Address City , State , Zip Code Telephone Number Email Address 2 . Customer Name Name of Contact Title of Contact Present Address City , State , Zip Code Telephone Number Email Address 3 . Customer Name Name of Contact Title of Contact Present Address City , State , Zip Code Telephone Number ( Email Address Exh ibitF -7 1 of ll 7 Form 1.2 -Recycling Processing Services References (continued) Proposers may copy this form and submit as many as applicable based on the references provided in Form 1.1 Experience Information : Name of Customer: Name of Facility Location of Facility : Facility Contact Name : Facility Telephone Number: -----------Title : Em a i I Address : -------------------- Experience Overview: Dates of Service : Contract End Date: Number of Customer Tons Processed per Year: Total Facility Annual Tons Processed per Year: Facility Throughput (Tons per Hour) Material Types Accepted : Additional Exoerience/Proiect Descriotion : See Section 10 .5(2) for further description of information to provide. Blank sheets with continued additional experience/project descriptions , drawi ngs or photos may be included as attachments to this Form . Exhibi t F -72 of 117 Proposer Name : Full Name of Business : Type of Corporate Entity : Tax ID : Principal Business Address : Local Business Address : (if available) Contact Name : Telephone Number: Authorized Representative(s) FORM 2: STATEMENT OF ORGANIZATION Title : Email Address : Provide the names and email of authorized representative(s) of the Proposer who has lega l authority to bind the Proposer in contractual obligations: (A) (B) (C) Exhibit F -73 of 117 FORM 3: CONFLICT OF INTEREST DISCLOSURE REQUIREMENT (FORM CIQ) Pursuant to Chapter 176 of the Local Government Code , any person or agent of a person who contracts or seeks to contract for the sale or purchase of property , goods, or services with a local governmental entity (i .e. The CITY of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire ") the person 's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. Bylaw , the Questionnaire must be filed with the Fort Worth CITY Secretary no later than seven days after the date the person begins contract discussions or negotiations with the CITY , or submits an application or response to a request for proposals or bids , co rrespondence , or another writing related to a potential agreement with the CITY. Updated Questionnaires must be filed in conformance with Chapter 176 . A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance , please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the CITY, state Vendor name in the# 1, use N/A in each of the areas on the form. However, a signature is required in the #7 box in all cases. Ex hibit F -74 of 11 7 CONFL!.CT OF INTEREST QUES1110NNA RE FOR CIC , or di'Jl b l'MJ 5 WJ i loe I g m n.'ml fl It, ol 10 DK D D D D liiii F1J1lll Exhibi t F -75 of 11 7 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with focal governmental entity cornptet copy Of C pier 17£i o s Local Go e eni Code may tle lound at :/MWw.statu e.s ,;g1s.stat Docs/LG htmJlG. 7 h m For asy referer.ce . below a~ some of the seciio ~ cited on t • fomi 1,~I_Qov_e_rnl!l@ • •I): "'Business lionship • means a oonn~tioo belw~n two or mDfe parti<!s based on com he parties . T nn does not include a oonnec ti based on- l A a to ra te or r r lat n by a ecual, siaIe, or local gO\lern ta! itlfy or an a9ency r I • I gave nrr.eri o • : (B) a ra a a rice and sutJiecl lo terms ava abl2 to I (C) apu rea oods or se JVtces I om a person mat Is charter ncy and I at iUubJ Cl to regu a Inat10 r; by , a d rewrt g t , B agency Local Government Code § 176. • . d (B): (a) A local g~etnme Io coo ll lcts disolosut slalement w t spa.I to a vf!fidOt' II . 2 ) evendor: ( ) has an empl • uSlness retail the local go'lemmen t o Jeer or a fami member resu .sin th-ily me ber r; ivrny t able iocome, er me . that e .500 during the 12-month period preceding the d becomes aware t hat (l} a con local govern ental en • ano v ndor s bEen ecutecl: a consl enrlQ ente ring I to a contract w h t he S gO\le r a famity m mber at r a of more than $100 11 ltL 2-month penodpr oli • e local · overn rty and venoo, has bee enll ls cor,sjdermg ent g into a contra w sti on e i e vendor has a bus ·ness r ation s· • II 1 a local 90.-ernmental II and. ( ) h s ent or other • ss ith local gov mm n o Icer of ihat local govemm , or a fami me of described by Sec Ofl.1 a)(2) ); has I gcvemment rot r,,,emm en lal nll l}', or me r ot the er, one or more gifts . he agg1egate value specifie<l by Secaon 76 ,003 ), excludiTIQ an)' describ tion .00 3(a-t);or atJons wlltl a g er er o • that local gov (a-1) t OI interest questl ,lire m rth It'~ apo,oprtat no · . siness ay a er aTe r o vendc . dlseuss ans or oegoUntJons lo enter tn to a con trac t w1Il'l e local gov mmental to 1h cwan ta! enliry' an app~on. response to a reque s or DJc:ls, c.ane,; e, ot ' o e1 ri ling ,e l ed 10 a e lOcal govemm en (2) aa· e the vendor be com es aware · A) 01 an &ITIPIO)'me tl'le bu.sin ss r llOn a local govemmen o ·c .. or a family member of lhe r, cles(;nlJed y sec t B) vendorh none orn,or e d e bySubsec ·o a);or C) Jly r latklnsl'llpwlth a local go emmen t Ex hibit F -76 of 117 FORM 4: SUSPENSION OR DEBARMENT CERTIFICATE Non-Federal entities are prohibited from contracting with or making subcontract awards under covered transactions to parties that are suspended or debarred or whose principals are suspended or debarred. Covered transactions include procurement for goods or services equal to or in excess of $100,000.00. Contractors receiving individual awards for $100,000.00 or more and all subcontract recipients must certify that the organization and its principals are not suspended or debarred. By submitting this offer and signing this certificate , Proposer certifies that no suspension or disbarment is in place, which would preclude receiving a federally funded contract under the Federal 0MB, A-102 , Common Rule , as may be amended. Company Name : __________________________ _ Signature of Company Officer: _____________________ _ Company Officer Printed Name : ____________________ _ Title _______________________________ _ Exhi bit F -77 of 117 FORM 6: ACKNOWLEDGEMENT OF ADDENDA Proposers shall acknowledge each addendum included in this RFP by filling in the addenda numbe r and checking the box to indicate they have received each addendum . Addendum Number Acknowledgement of Receipt of Addenda Exhibit F -79 of 117 FORM 7: EXCEPTIONS Proposer Name : List any exceptions to the RFP or draft contract in the table space provided on the following page . Proposers shall include the exception, a summary discussion of reasons for the exception, any proposed alternative language , the location in the RFP Submission where they are proposing the exception , and any other information required pursuant to Section 4 .12. If additional space is needed , include additional copies of this page. All Proposers MUST COMPLETE this page. RETURN with Proposal or Proposal will be considered NON-RESPONSIVE. Our proposal is submitted according to: OR _____ Proposed exceptions listed above _____ No exceptions Exhibit F -80 of 11 7 FORM 8: NON-COLLUSION ACKNOWLEDGEMENT The undersigned Proposer affirms that they are duly authorized to execute this proposal , that this company, corporation, firm, partnership or individual has not prepared this proposal in collusion with any other Proposer, and that the contents of this proposal as to prices , terms and conditions thereof have not been communicated by the undersigned Proposer, nor by Proposer's employee, affiliate , representative , partner, subcontractor , or agent, to any other individual or entity engaged in this type of business prior to the official opening of this RFP. Company Name : __________________________ _ Signature of Company Officer: _____________________ _ Company Officer Printed Name: ____________________ _ Title ____________________________ _ Exhibit F -81 of 11 7 FORM9: COSTPROPOSALFORM Proposer may submit pricing for any or all options provided below. All financial information must be based on 64 ,750 estimated annual tons delivered. All pricing shall be submitted in a separate seal envelope labeled "Pricing" with your proposal as well as submitted electronically on the proposal submittal flash drive. Exhibit F -82 of 117 Form 9.1-Recycling Processing Service (3-Year Initial Term) Proposer Name: -------------------------------- The Recycling Processing Service Proposed Fees table is provided for Proposers to indicate the unit prices for each component of service as described in Section 8.2.20 . Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1. Processing Fee -Operating Cost 1 $ Per Incoming Ton 2. Processing Fee -Capital Cost2 $ Per Incoming Ton 3. Total Processing Fee 3 $ Per Incoming Ton Proposed Recyclable Revenue Share to City 4. Revenue Share4 % Per Incoming Ton Public Education Contribution Fee 5. Public Education Contribution $ 2.16 Per Incoming Ton 6. Add itional Public Education Contribution 5 Per Incoming Ton 7. Total Public Education Contribution Per Incoming Ton Residue and Contamination Disposal Fee 8. Disposal Allowance6 y I N 9. Disposal and Transportation Fee $ Per ton of Residue and Contamination Notes : 1. The Operating Cost Component is intended to recover ongoing costs of operations such as personnel costs , utilities , maintenance , fuel , marketing and other similar costs . 2. The Capital Cost Component is inte nded to recover costs of capital, such as site development, building construction , processing equipment , and rolling stock. 3. Proposers s~all provide the total monthly processing fee calculated by adding Proposed Fees provided in rows 1 and 2. 4 . Proposers shall provide the proposed recyclable revenue share to the City that will be used in the calculation of Recycle Revenue Share as described in Section 8.2.20 . 5. Proposers shall indicate any additional Publ ic Education Contribution above the required min im um shown in row 5. 6. Propos ers shall indicate if their proposed fees are based on receiving a Disposal Allowance by circling "Y" to indicate yes , or "N" to indicate no . The last page provides an opportunity to describe financial incentives and other aspects of Recycling Processing Services . Exhibit F -83 of 11 7 Form 9.2-Recycling Processing Service (5-Year Initial Term) Proposer Name : -------------------------------- The Recycling Processing Service Proposed Fees table is provided for Proposers to indicate the unit prices for each component of service as described in Section 8.2.20 . Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1 . Processing Fee -Operating Cost 1 $ Per Incoming Ton 2 . Processing Fee -Capital Cost2 $ Per Incoming Ton 3 . Total Processing Fee 3 $ Per Incoming Ton Proposed Recyclable Revenue Share to City 4 . Revenue Share4 % Per Incoming Ton Public Education Contribution Fee 5. Public Education Contribution $ 2 .16 Per Incoming Ton 6. Additional Public Education Contribution 5 Per Incoming Ton 7 . Total Public Education Contribution Per Incoming Ton Residue and Contamination Disposal Fee 8. Disposal Allowance 6 y I N 9 . Disposal and Transportation Fee $ Per ton of Residue and Contamination Notes: 1. The Operating Cost Component is intended to recover ongoing costs of operations such as personnel costs , utilities , maintenance , fuel , marketing and other similar costs . 2. The Capital Cost Component is intended to recover costs of capital , such as site developmen t , building construction , processing equipment , and rolling stock . 3. Proposers shall provide the total monthly process ing fee calculated by add ing Proposed Fees provided in rows 1 and 2. 4 . Proposers shall provide the proposed recyclable revenue sha re to the City that will be used in the calculation of Recycle Revenue Share as described in Section 8.2.20. 5 . Proposers shall ind icate any additional Publ ic Education Con t ribution above the required minimum shown in row 5. 6. Proposers shall indicate if their proposed fees are based on re ce iving a Disposal Allowance by circling "Y" to indicate yes , or "N" to indicate no. Exh ibit F -84 of 11 7 Form 9.3-Recycling Processing Service (7-Year Initial Term) Proposer Name:------------------------------- The Recycling Processing Service Proposed Fees table is provided for Proposers to indicate the unit prices for each component of service as described in Section 8.2 .20. Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1. Processing Fee -Operating Cost 1 $ Per Incoming Ton 2. Processing Fee -Capital Cost2 $ Per Incoming Ton 3. Total Processing Fee 3 $ Per Incoming Ton Proposed Recyclable Revenue Share to City 4. Revenue Share4 % Per Incoming Ton Public Education Contribution Fee 5. Public Education Contribution $ 2 .16 Per Incoming Ton 6. Additional Public Education Contribution 5 Per Incoming Ton 7. Total Public Education Contribution Per Incoming Ton Residue and Contamination Disposal Fee 8. Disposal Allowance6 y I N 9. Disposal and Transportation Fee $ Per ton of Residue and Contamination Notes: 1. The Ope ratin g Cost Component is intended to recover ongoing costs of operations such as personnel costs , util ities , maintenance , fuel, marketing and other similar costs . 2. The Capital Cost Component is intended to recover costs of capital , such as site development , building co nstruction , processing equipment , and rolling stock. 3. Proposers shall provide the total monthly processing fee calculated by adding Proposed Fees provided in rows 1 and 2 . 4. Proposers shall provide the proposed recyclable revenue share to the City that will be used in the calculation of Recycle Revenue Share as described in Sectio n 8.2.20 . 5. Proposers shall indicate any additional Publ ic Education Contribution above the required minimum shown in row 5 . 6. Propose rs shall indicate if their proposed fees are based on receiving a Disposal Allowan ce by circling "Y" to indicate yes , or "N" to indicate no . Exhibit F -85 o f 117 Form 9.4-Recycling Processing Service (10-Year Initial Term) Proposer Name: _____________________________ _ The Recycling Processing Service Proposed Fees table is provided for Proposers to indicate the unit prices for each component of service as described in Section 8.2.20 . Recycling Processing Service Proposed Fees Component of Service Proposed Fees Unit Processing Fee 1. Processing Fee -Operating Cost 1 $ Per Incoming Ton 2. Processing Fee -Capital Cost2 $ Per Incoming Ton 3. Total Processing Fee 3 $ Per Incoming Ton Proposed Recyclable Revenue Share to City 4 . Revenue Share4 % Per Incoming Ton Public Education Contribution Fee 5. Public Education Contribution $ 2.16 Per Incoming Ton 6. Additional Public Education Contribution 5 Per Incoming Ton 7. Total Public Education Contribution Per Incoming Ton Residue and Contamination Disposal Fee 8. Disposal Allowance 6 y I N 9. Disposal and Transportation Fee $ Per ton of Residue and Contamination Notes : 1. The Operating Cost Component is intended to recover ongoing costs of operations such as personnel costs , utilities , maintenance , fuel , marketing and other similar costs . 2. The Capital Cost Component is intended to recover costs of capital , such as site development , building construction , processing equipment , and rolling stock . 3. Proposers shall provide the total monthly processing fee calculated by add ing Proposed Fees provided in rows 1 and 2 . 4 . Proposers shall provide the proposed recyclable revenue share to the City that will be used in the calculat io n of Recycle Revenue Share as described in Section 8.2.20 . 5 . Proposers shall indicate any additional Public Education Contribution above the required minimum shown in row 5. 6. Proposers shall indicate if their proposed fees are based on receiving a Disposal Allowance by circling "Y" to in dicate yes , or "N" to indicate no . Exh ibit F -86 of 117 FORM 9: COST PROPOSAL FORM (continued) Form 9.5 -Recycling Processing Service (continued) Proposer Name : ____________________________ _ Proposers shall describe any other financial incentives in the space below that could be made available to the City including , but not limited to : floor pricing , monthly/annual cap to Processing Fee , graduated Processing Fee based on the quantity of material delivered by or on behalf of the City , in-kind services , etc. Proposers shall describe how the proposed fees listed in Recycling Processing Services Proposed Fees tables above would be impacted if the City were to reduce the frequency of characterization audits per Section 8.2 .15 from quarterly to semi -annual , with supplemental tabletop residue and contamination sorting conducted on a semi-annual basis . Exhibit F -87 of 117 FORM 10-14: BUSINESS EQUITY FORMS Form 10 through 14 have been attached as separate documents . Exh ibit F -88 of 11 7 EXHIBITB NOTE: THE FOLLOWING AGREEMENT IS NOT THE FINAL NEGOTIATED AGREEMENT. THE FOLLOWING AGREEMENT IS INTENDED TO ILLUSTRATE SOME OF THE CITY STANDARD TERMS AND CONDITIONS THAT ARE TO BE INCORPORATED IN THE FINAL NEGOTIATED AGREEMENT. THE CITY RESERVES THE RIGHT TO MODIFY THE FOLLOWING AGREEMENT TO REFLECT THE FINAL NEGOTIATED TERMS AND CONDITIONS. FORT WORTH ® SERVICES AGREEMENT This 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 [LEGAL NAME OF THE PARTY] ("Contractor"), a [ST A TE REGISTERED AND TYPE OF COMPANY] and acting by and through its duly authorized representative , each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Services Agreement; 2 . Exhibit A -Scope of Services; 3 . Exhibit B -Price Schedule; 4. Exhibit C -City 's RFP No. ___ _ 5. Exhibit D -Contractor's Bid Response to City's RFP No. ____ ; and 6. Exhibit E -Verification of Signature Authority Form. Exhibits A, B, C , D, and E , whjch 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 , C , or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. Exhibit F -89 of 117 I. Scope of Services. [SIMPLE DESCRIPTION OF SCOPE OF SERVICE] ("Services"), which are set fo1ih in more detail in Exhi bit "A," attached hereto and incorporated herein for all purpose s .. 2. Term. This Agreement begins on [MONTH DAY, YEAR] ("Effective Date") and expires on [MONTH DAY, YEAR] ("Expiration Date"), unle ss terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its so le discretion, to renew this Agreement under the same terms and conditions, for up to ___ (__) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. City will pay Contractor in accordance with the provisions of thi s Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes . Total compensation under this Agreement will not exceed _________ Dollars ($ ___ ._). 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. 4. Termination. 4.1. 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. 4.2 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 pen a lty 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. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Contractor for services actually rendered up to the effective date of termination and Contractor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City Information or data as a requirement to perform services hereunder, Contractor will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. Exhibit F -90 of 117 5.1 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 Effective Date of this Agreement, Contractor hereby agrees immedi ate ly to make full disclosure to City in writing. 5.2 Confidential Information. Contractor, for its elf 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 party without the prior written approval of City. 5.3 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 re sponsi bility 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. 5.4 Unauthorized Access. 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. 6. 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. 7. Independent 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 it s officers, agents, servants , employees , Contractors, and subcontractors. Contractor acknowledges that the doctrine of Exhibit F -91 of 117 respondeat superi or will not app ly as between City, its officers, agents, servants and emplo yees , and Contractor, its officers, agents, employee s, servants , contractors, and sub contractors. Contractor further agrees that nothing h e rein will be construed as the creation of a partnership or joint ent er pri se between City a nd Contractor. It is fwther under stoo d that City will in no way be considered a Co-employer or a Joint employer of Co ntractor or any officers , age nt s, servants, emp loyees, contractors, or s ubcontractors . Neither Contractor, nor any officers , age nt s, servants, e mplo yees, contractors, or sub contractors of Co ntractor will be entitled to any emp loyme nt benefits from C ity. Contractor wi ll be responsible and li ab le for any and all payment and reporting of taxes on behal f of it se lf, and any of its officers, age nt s, servants, employees, contractors, or contractors. 8. Liability and Indemnification. 8.1 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. 8.2 GENERAL INDEMNIFICATION -CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, 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 PROPERTY DAMAGE OR LOSS (INCLUDING 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. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION -Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Contractor timely Exhi bit F -92 of 11 7 written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Contractor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Contractor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Contractor terminate this Agreement, and refund all amounts paid to Contractor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9 .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 al I obligations of Contractor under this Agreement prior to the effective date of the assignment. 9.2 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 s uch duties and obligations may apply. Contractor must provide City with a fully executed copy of any such subcontract. 10. 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: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 -Each Occurrence $2,000,000 -Aggregate Exh ibit F-93 of 117 (b) Automobile Liability: $1 ,000 ,000 -Each occunence on a combined single limit basis Coverage will be on any vehicle used by Contractor, or its employees, agents , or representatives in the cow-se 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 $100,000 - $100,000 - $500,000 - l 0.2 General Requirements Employers' liability Bodily Injw-y by accident; each accident/occw-rence Bodily Injury by disease; each employee Bodily Injury by disease; policy limit (a) The commercial general liability and automobile liability 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 Thitty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days ' notice will be Ex hibit F -94 of 117 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. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) 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. 11. 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. 12. 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. 13. Notices. Notices required pursuant to the prov1s1ons 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: I To CITY: CUy of Fort Worth I To CONTRACTOR: ' Exhibit F -95 of 117 Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address _________ , Title Facsimile: ------- 14. Solicitation of Employees. Neither City nor Contractor will, during the term of this A greement 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 emplo yee of either party who re s pond s to a general solicitation of advertisement of employment by either party . 15. 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. 16 . 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 future occasion. 17 . 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 thi s 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. 18 . Severability. If any provision of this Agreement is held to be invalid , illegal or unenforceable, the validity, legality and enforceability of th e remainin g provisions will not in any way be affected or impaired. 19. Force Majeure. 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. Ex hibit F -96 of 1 I 7 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only , will not be deemed a part ofthis Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. 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 Exhibits A, B , and C . 22. 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. 23. Counterparts. 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. 24 . 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. 25. Immigration Nationality Act. Contractor must verify the identity and employment eligibility ofits 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 1-9 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 PARA GRAPH 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. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers , procedures, guides , and documentation that are created, published , displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work-made - for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right , title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein , that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. Ex hibit F -97 of 117 27. Signature Authority. The person s ignin g this Agreement hereby warrants that they have the le gal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, re so lution , ordinance or other authorization of the entity. This Agreement and any an1endment 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 . 28. Change in Company Name or Ownership. Contractor mu st notify City's Purch as in g Manager, in writing, of a company name , ownershjp, or address change for the purpo se of maintainin g 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 s uch 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 s pecified documentation so may adversely imp ac t future invoice payments . 29. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement 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 good s 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 "bo ycott 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. 30. Prohibition on Boycotting Energy Companies. Contractor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R .S., S.B. 13, § 2, 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 ful l-time employees unless the contract contains a written verification from the company that it : (1) doe s no t boycott energy companies ; and (2) will not bo ycott energy companies durin g the term of the contract. The terms "boycott energy company" and "company" have the m eaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R .S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing thi s Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (l) does not boyc ott energy companies; and (2) will not boycott energy companies durin g the term of trus Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Contractor acknowledges that except as otherwise provided by Chapter 22 74 of the Texas Government Code, as added by Acts 2021 , 87th Leg., R.S., S.B. 19 , § I , the City is prorubited 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 IO or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice , policy , guidance, or directive that discriminate s 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. The terms "discriminate ," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B . 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to tru s Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) Ex hibit F -98 of 11 7 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. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an ori g inal 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. 33. 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. Exhibit F -99 of 117 IN WITNESS WHEREOF, th e parti es hereto ha ve executed thi s Ag reement in multiples. CITY OF FORT WORTH: By: Name: Title: Assistant City Manager Date: _____ _,20 APPROVAL RECOMMENDED: By: Name: Title: ATTEST: By: Name: Title: City Secretary CONTRACTOR: --------'- By: Name: Title: Date: ____ _,20 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. By: Name: Title: APPROVED AS TO FORM AND LEGALITY: By: Name: Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: ___ _ Form 1295: _____ _ Ex hibit F -100 of 117 SAMPLE EXHIBIT A SCOPE OF SERVICES Exhi bit F -101 of 11 7 SAMPLE EXHIBIT B PAYMENT SCHEDULE Ex hibit F -102 of 117 SAMPE EXHIBIT C CITY'SRFP Exhibit F -103 of 117 SAMPLE EXHIBIT D CONTRACTOR'S RESPONSE TO CITY'S RFP Exhibit F -104 of 117 SAMPLE EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY 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 thi s 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: Position: Signature 2 . Name: Position: Signature 3 . Name: Position: Signature Name: Signature of President / CEO Other Title: -------------- Date: ---------------- Exhibit F -105 of 117 Exhibit C MRF Audit Procedure The initial Recycling Characterization Audit and Residue Characterization Audits , collectively Characterization Audits , shall be conducted in May 2018. Subsequent Characterization Audits shall be conducted in on a mutu a lly agreed upon date in May, August, November, and February of each Contract Year. City must approve any postponements of Characterization Audits. Contractor, at Contractor's sole expense, shall conduct Characterization Audits in accordance with the following: Recycling Characterization Audit 1. Each Recycling Characterization Audit will be monitored by Contractor and City and City representative if City desires . 2. The Processing Facility scales , including the vehicle and baler scales , shall be calibrated in accordance with the Contract. Contractor shall provide documentation to City of the scales calibration. 3. City and Contractor will agree to the description of each commodity, including Single- stream Recyclables and other Recyclable Materials Processed into Recovered Materials, in advance of the Recycling Characterization Audit in written form. 4. The Recycling Characterization Audit will be conducted based on a minimum of one (1) Load containing a minimum of five (5) tons per each scheduled collection day for a calendar week from the Single-stream Recyclables collected from residential customers by City Collector. 5 . The following procedure will be used for route selection: City and Contractor will agree upon a day to randomly draw routes from each collection day at least one (1) week in advance of the Recycling Characterization Audit. Contractor will obtain from the City Collector a copy of the specific route maps that show the homes collected within the load that will be used for auditing purposes upon delivery of the load to the Processing Facility. 6 . The vehicles selected for the Recycling Characterization Audit will be weighed full and empty to capture the tare weight of the truck and the weight of the Load. All weights shall be recorded to a hundredth of a ton. On-file tare weights will not be acceptable during the Recycling Characterization Audit. 7. Contractor shall store the Loads from the selected routes in a segregated area. The segregated area will have barriers in place to separate Recycling Characterization Audit materials from any other materials that are delivered to the Processing Facility. 8. Immediately prior to Processing the Recycling Characterization Audit materials, Contractor will empty , clean and free of debris the system , sort line , bunkers, and balers. The tipping floor will be empty , clean and free of debris , with the exception of the segregated Recycling Characterization Audit materials. Exhibit F -106 of 117 9 . City and Contractor will ensure the number of employees available for the Recycling Characterization Audit is appropriate to sort material and conduct the Recycling Characterization Audit. The number of employees utilized for sorting materials will be consistent with typical operations. l 0. After approval of City to commence the Recycling Characterization Audit, Contractor shall load the materials onto the Processing line and run at normal Processing speed (25- 30 tons per hour , or as designed) or slower. Contractor will Process the materials into the various commodity categories and Residue and Contamination. 11. Once the Processing Facility line and employees have Processed all Recycling Characterization Audit material , each commodity will be weighed to a hundredth of a ton and documented with City representatives present. Each individual commodity bunker will be baled one at a time. Residue and Contamination will be weighed separately of Recyclable Materials. 12. At the end of the Recycling Characterization Audit day, tally sheets of all weights for each commodity and Residue and Contamination shall be provided to City. Residue Characterization Audit I. Each Residue Characterization Audit will be monitored by Contractor and City if City desires. 2. The Residue Characterization Audit will be conducted based on a minimum of one (1) sample collected every thirty (30) minutes from the end of processing line materials during the Recycling Characterization Audit. Each sample shall weigh approximately onehundred (100) pounds . 3 . The procedure for collection of samples shall be mutually agreed upon by City and Contractor. 4. Contractor shall store the samples from in a segregated area. The segregated area will have barriers in place to separate Residue Characterization Audit materials from any other materials that are delivered to the Processing Facility . 5. Contractor shall provide and area for sorting of samples which is mutually agreeable to City and Contractor. Contractor will provide all other equipment per request of City for the Residue Characterization Audit. 6. City will classify the materials into the proposed material categories , but at a minimum each commodity utilized for the Recycling Characterization Audit, contamination, and fines , and place the materials into the individual bins /cans for eachcategory. 7. Once all the materials from the sample have been sorted into their designated bins /cans , City will check all bins/cans to confirm materials are placed in the appropriate bin/can . After City has performed a quality control check, Contractor may check all Exhibit F -107 of 117 bins /cans to confirm materials are placed in the apprn.priate bin /can. Contractor shall communicate any iss ues immediately to City . 8. City will assign a bins /cans to each material category and weigh to a hundredth of a pound and record the weight of each bin /can e mpty . 9. City will weigh to a tenth of a pound and record the weights of each bins /cans for each sample to capture the gross weight of the bin/can and th e material. 10 . At the end of the Residue Characterization Audit day , tally sheets of all weights for each samp le shall be provided to C it y . 11 . City with the assistance of Contractor will weigh all Residue and Contamination including material s in the compactor and other so urc es. City and Contractor may agree for ce 1 iain sources of Residue and Contamination to be presumed 100 % Contamination . All other sources of Residue and Contamination will be pre sumed to have the composition based on the Residue Characterization Audit . General Characterization Audit Reporting Protocol 1. Following the Characterization Audits, City will calculate the estimated annual tonnage by material category and Residue and Contamination based on the Recyclin g Characterization Audit. 2. Then , City will calculate the estimated annual tonnage by material category and Contamination in the total Residue and Contamination rep0l ied by the Recycling Characterization A udit by applying the composition base d on the Residue Characterization Audit. 3. Then, City aggregate the tonnage by Recovered Material category from the Recyclin g Characterization Audit to the tonnage by material category from the Residue Characterization Audit. 4. Next, City will calculate the recovery rate to determine whether Contractor is in compliance with the requirement to recover 95% of Single-stream Recyclables. For calculation of the recovery rate, the tonnage of recyclable material recovered according to the Recycling Characterization Audit will be divided by the total tonnage of recyclable material recovered according to the Recycling Characterization Audit plus the total tonnage of recyclable material not recovered according to the Residue Characterization Audit. The followin g is the formula for the calculation of the recovery rate : -1XJ. Recovery Rate= (X+ Y,) X= Tonnage of Recyclable Materials Recovered via Recycling Characterization Audit Y= Tonnage of Recyclable Materials Not Recovered via Re s idue Characterization Audit Exhibit F -I 08 of 11 7 If the 95% recover y rate is not met, the quantity of Rec yclable Materials will be proportionately increased based on the composition of Recyclable Materials notrecovered according to the Residue Characterization Audit to achieve the 95% recovery rate. See example recovery rate calculation on next pa ge. 5. The aggregated tonnage by Recov ered Material category from the Recycling Characterization Audit and the tonnage by material category from the Residue Characterization Audit adjusted to achieve the 95% recovery rate from the most recent Characterization Audit and the prior three (3) Characterization Audits conducted by City and Contractor when available will be used for calculation of the Recyclable Revenue Share, Disposal Allowance, and Disposal and Transportation Fees. City and Contractor agree that Characterization Audits conducted prior to the commencement of the Contract shall be utilized for calculation of the Recyclable Revenue Share, Disposal Allowance, and Disposal and Transportation Fees for calculating the revenue or invoice for the months of April and/or May, and until the actual results of the initial baseline audit scheduled to be completed in May can begin to be used. City and Contractor agree the sum of the tonnage of the Characterization Audits, and not the average of the percentage of the composition for the Characterization Audits, will be utilized to estimate of composition of materials for calculation of the Recyclable Revenue Share, Disposal Allowance, and Disposal and TranspOliation Fees. 6. Within five (5) business days of the completed Characterization Audit, the City will provide the Contractor a report detailing the Characterization Audit results. 7. City may at its sole discretion reject the results of the Characterization Audit if the variance between the weight of the Incoming Tons for the Loads included in the Recycling Characterization Audit versus the Recyclable Materials and Contamination exceeds (five) 5 percent. If City rejects the results of the Characterization Audit, Contractor shall reconduct the Characterization Audit within thirty (30) calendar days. 8 . City may take pictures prior to and during the Characterization Audits. Exh ibit F -109 of 117 95% Recovery Rate Calculation Examples Provided below are two examples of how to determine whether the Waste Audit Procedure results in a 95% recovery rate . The first example shows the results based on numbers that meet the 95% recovery rate and the second example is one where the 95% recovery rate is not met. Example 1: Meeting the 95% Recovery Rate Table 1 provides an example of the calculation of Recyclable Materials recovered via the Recycling Characterization Audit plus the total tonnage of Recyclable Material not recovered according to the Residue Characterization Audit. For the example, a total of 152. 71 tons of material was characterized . The Recycling Characterization Audit resulted in 120.05 tons of Recyclable Materials recovered and 32.66 tons of Residue and Contamination. The Residue Characterization Audit resulted in the 32.66 tons of Residue and Contamination including 5.05 tons of Residue (i.e. Recyclable Material not recovered) and 27 .61 tons of Contamination. Table 1 arid Table 2 present an example of the recovery rate calculation assuming 120.05 tons of Recyclable Materials were recovered via the Recycling Characterization Audit and 5.05 tons of Recyclable Materials were not recovered via the Residue Characterization Audit resulting in a 95.96% recovery rate. Table 1 presents the estimated tons of Recyclable Material recovered based on the Recycling Characterization Audit and the estimated tons of Recyclable Material not recovered based on the Residue Characterization Audit. Table 2 presents the recovery rate calculation based on the results of Table 1. Exhibit F -110 of 117 Table 1: Example Calculation of Recyclable Materials Recovered via the Recycling Characterization Audit and Not Recovered via Residue Characterization Audit with No Adjustment Required (Tons) Material Group Material Category Recyclable Recyclable Total Material Material Not Material Recovered 1 Recovered 1 Recyclable Paper Newspaper 38.38 0.98 39 .36 occ 19.72 1.15 20 .87 Other Mixed Paper 20 .34 0 .95 21 .29 Recyclable Plastic PET 8.06 0.98 9.04 HOPE Color 3.04 0 .21 3 .25 HOPE Natural 2.10 0.05 2.15 Mixed Plastic 4 .88 0.45 5.33 Recyclable Metal Aluminum 1.61 0.12 1.73 Steel 2.77 0.04 2.81 Recyclable Glass Glass 19.15 0 .1 2 19.27 Total Recyclable Material 120.05 5.05 125.10 Contamination NA NA 27.61 Total 120.05 5.05 152.71 I. Estimated based on the composition of the Recycli ng Characterization Aud it and Res idue Characterization Audit applied to tota l tons of the lo ads audited . Table 2: Example 95% Recovery Rate Calculation with No Adjustment Required Tonnage of Recyclable Materials Recoveredvia Recycling Characterization Audit Tonnage of Recyclable Materials Recovered and Not Recovered 1 Recovery Rate Tons 120.05 125.10 95.96% 1. Estimated based on the co mp os ition of the Recycl ing Characterization Audit and Res id ue Characterization Audit. Example 2: Not Meeting the 95% Recovery Rate If the 95% recovery rate is not met, the quantity of Recyclable Materia ls wi ll be proportionately increased based on the composition of Recyclable Material not recovered to achieve the 95% recovery rate. Like the prior example, a total of 152. 71 tons of material was characterized and the Recycling Characterization Audit resulted in 120.05 tons of Recyclable Materials recovered and 32.66 tons of Residue and Contamination. However, the Residue Characterization Audit resulted in the 32.66 tons of Residue and Contamination including 7.62 tons of Residue (i.e. Recyc lab le Material not recovered) and 25.04 tons of Contamination . Exhibit F -111 o f 11 7 Tab les 3, 4, 5, 6, and 7 provide an example of the adjustment if 95% recovery rate assuming 120.05 tons of Recyclable Materia ls were recovered via the Recycling Characterization Audit and 7.62 tons of Recyclable Materia ls were not recovered via the Residue Characterization Audit resulting in a 94.03% recovery rate . Tab le 3 presents the estimated tons of Recyclable Material recovered based on the Recycling Ch aracterization Audit and the estimated tons of Recyclable Material not recovered based on the Residue Characterization Audit. Tab le 4 presents the recovery rate calcu lation based on the res ults of Table 3. Since the recovery rate is less than 95% as shown in Table 4, Tab le 5 calcul ates the required tonnage adjustment to achieve the 95% recovery rate. Table 6 allocates the required tonnage adjustment reported in Tab le 5 amongst the material categories based on the composition of the Residue Characterization Audit . Tab le 7 shows the final adj u sted total Recyclable Material based on the estimated tons of Recyclable Material recovered and the estimated tons of Recyclable Material not recovered in Tab le 3 and adjusted in accordance with Tab le 6. Table 3: Example Calculation of Recyclable Materials Recovered via Recycling Characterization Audit and Not Recovered via Residue Characterization Audit Requiring Adjustment (Tons) Material Group Material Category Recyclable Recyclable Total Material Material Not Material Recovered 1 Recovered 1 Recyclable Paper Newspaper 38 .38 1.28 39.66 occ 19.72 1.38 21.10 Other Mixed Paper 20 .34 1.25 21.59 Recyclable Plastic PET 8.06 1.24 9.30 HOPE Color 3.04 0.73 3.77 HOPE Natural 2.10 0 .28 2.38 Mixed Plastic 4.88 0.69 5.57 Recyclable Metal Aluminum 1.61 0.34 1.95 Steel 2.77 0.15 2.92 Recyclable Glass Glass 19.15 0.28 19.43 Total Recyclable Material 120.05 7.62 127.67 Contamination NA NA 25.04 Total 120.05 7.62 152.71 I. Estimated based on the composit ion of the Recycling Characterization Audit and Res idue Characterization Audit applied to total tons of the loads audited. Exhibit F -112 of 117 Table 4: Example 95% Recovery Rate Calculation Requiring Adjustment Tonnage of Recyclable Materials Recoveredvia Recycling Characterization Audit Tonnage of Recyclable Materials Recovered and Not Recovered 1 Recovery Rate Tons 120.05 127.67 94.03% 1. Estimated based on the composition of the Recycling Characterization Audit and Residue Characterization Audit. Table 5: Example Adjustment for 95% Recovery Rate Calculation Tonnage of Recyclable Materials Recovered and Not Recovered 1 Required Recovery Rate Required Recovered Tons Tonnage of Recyclable Materials Recovered via Recycling Characterization Audit Tons 127.67 95.0% 121.29 120.0 Exhibit F -11 3 of 117 Exhibit B.2 -95% Recovery Rate CalculationCity of Fort Worth Example of Adjustment Table 6 : Example Calculation of Recyclable Materials Not Recovered via Residue Characterization AuditRequiring Adjustment Recyclable Recyclable Material Group Material Category Material Material Not Total Recovered Recovered Recyclable Paper Newspaper 1.28 16 .80% 0.21 occ 1 .38 18 .11 % 0.22 Other Mix ed Paper 1 .25 16.40% 0 .20 Recyclable Plastic PET 1.24 16 .27 % 0 .20 HOPE Color 0 .73 9.58 % 0.12 HOPE Natural 0.28 3.67% 0.05 Mixed Plastic 0.69 9.06 % 0.11 Recyclable Metal Aluminum 0 .34 4.46% 0.06 Steel 0.15 1.97 % 0.02 Recyclable Glass Glass 0 .28 3.67 % 0.05 Total Recyclable Materials 7.62 1.24 Table 7: Example Adjustment for Recyclable Materials Recovered via Recycling Characterization Audit and Not Recovered via Residue Characterization Audit Recyclable Recyclable Material Group Material Category Material Material Not Total Recovered Recovered Recyclable Paper Newspaper 38.59 1.07 39 .66 occ 19.94 1.16 21 .10 Other Mixed Pape r 20 .54 1.05 2 1.59 Recyclable Plastic PET 8 .26 1.04 9.30 HOPE Color 3 .16 0.61 3.77 HOPE Natural 2 .15 0.23 2 .38 Mixed Plastic 4 .99 0.58 5.57 Recyclable Metal Aluminum 1.67 0.28 1.95 Steel 2 .79 0 .13 2 .92 Recyclable Glass Glass 19 .20 0.23 19.43 Total Recyclable Materials 121.29 6.38 127.67 Exhibit F -11 4 of 117 Exhibit 8.1 -95% Recovery Rate Calculation City of Fort Worth Example of No Adjustment Table 1: Example Calculation of Recyclable Materials Recovered via the Recycling Characterization Audit and Not Recovered via Residue Characterization Audit with No Adjustment Required Recyclable Recyclable Material Group Material Category Material Material Not Recovered Recovered blil>Ot5ip:apilr 38 .38 0.98 Recyclable Paper oc c 19.7 2 1.15 Other Mixed Paper 20.34 0.95 Recyclable Plastic PET 8 .06 0.98 HOPE Color 3 .04 0.21 HOPE Natural 2 .10 0.05 Mixed Plastic 4.88 0.45 Recyclable Metal Aluminum 1.61 0 .12 Steel 2.77 0 .04 Recyclable ... G __ la .... s ... s ________ _ Glass 19.15 0 .12 Total Recyclable Materials 120.05 5.05 Other Contamination Total Materials Table 2: Example 95% Recovery Rate Calculation with No Adjustment Required Tonnage of Recyclable Materials Recovered via Recycling Characterization Audit Tonnage of Recyclable Materials Recovered and Not Recovered Recovery Rate Total 39 .36 20.87 21 .29 9 .04 3.25 2 .15 5.33 1.73 2 .81 19.27 125.10 27.61 152.71 Tons 120.0 5 125.10 95.96% Exhibit F -115 of 1 17 Exhibit 8.2 -95% Recovery Rate Calculation City of Fort Worth Example of Adjustment Table 3: Example Calculation of Recyclable Materials Recovered via Recycling Characterization Audit and Not Recovered via Residue Characterization Audit Requiring Adjustment Recyclable Recyclable Material Group Material Category Material Material Not Recovered Recovered Recyclable Pap er Newspap er 38.38 1.28 occ 19.72 1.38 Other Mixed Paper 20 .34 1 .25 Recyclabl e Pl astic PET 8.06 1.24 HOPE Color 3.04 0.73 HOPE Natu ral 2 .10 0.28 Mixed Plastic 4 .88 0.69 Recyclable Metal Aluminum 1.61 0.34 Steel 2 .77 0.15 Recyclable Glass 19.15 0.28 Total Recyclable Materials 120.05 7.62 Other Contamination Total Materials Table 4: Example 95% Recovery Rate Calculation Requiring Adjustment Tonnage of Recyclable Materials Re c overed via Recycling characterization Audit Tonnage of Recyclable Materials Recovered and Not Recov ered Recovery Rate Table 5: Example Adjustment for 95% Recovery Rate Calculation Tonnage of Recyclable Materials Recovered and Not Recovered 1 Required Recovery Rate Required Recovered Tons Tonnage of Recyclable Materials Recovered via Recycling Characterization Audit Required Tonnage Adjustment Total 39 .66 21 .10 2 1.59 9.30 3.77 2.38 5.57 1.95 2 .92 19.43 127.67 25 .04 152.71 Tons 120.05 94.03% Tons 127 .67 121.29 1.24 Exhib it F -116 of 117 Exhibit B.2 -95% Recovery Rate CalculationCity of Fort Worth Example of Adjustment Table 6: Example Calculation of Recyclable Materials Not Recovered via Residue Characterization AuditRequiring Adjustment Recyclable Recyclable Material Group Material Category Material Material Not Recovered Recovered Recyclable Paper Newspaper 1.28 16 .80% occ 1.38 18.11 % Other Mixed Paper 1.25 16.40% Recyclable Plastic PET 1.24 16 .27 % HOPE Color 0.73 9.58 % HOPE Natural 0.28 3.67 % Mixed Plastic 0.69 9.06 % Recyclable Metal Aluminum 0.34 4.46% Steel 0.15 1.97% Recyclable Glass Glass 0.28 3.67 % Total Recyclable Materials 7.62 Table 7: Example Adjustment for Recyclable Materials Recovered via Recycling Characterization Audit and Not Recovered via Residue Characterization Audit Recyclable Recyclable Material Group Material Category Material Material Not Recovered Recovered Recyclable Paper Newspaper 38.59 1.07 occ 19.94 1.16 Other Mixed Paper 20 .54 1.05 Recyclable Plastic PET 8.26 1.04 HOPE Color 3.16 0.61 HOPE Natural 2 .15 0 .23 Mixed Plastic 4.99 0.58 Recyclable Metal Aluminum 1 .67 0.28 Steel 2 .79 0.13 Recyclable Glass Glass 19 .20 0 .23 Total Recyclable Materials 121.29 6.38 Total 0.21 0.22 0.20 0.20 0.12 0.05 0.11 0.06 0.02 0.05 1.24 Total 39 .66 21.10 21.59 9.30 3 .77 2.38 5.57 1.95 2 .92 19.43 127.67 Exhibit F - I I 7 of 11 7 EXHIBITG SIGNATURE VERIFICATION PAGE COVER PAGE CFW AND WM -RECYCLING AND PROCESSING SERVICES AGREEMENT 36 EXHIBIT G VERIFICATION OF SIGNATURE AUTHORITY WM Recycle America, L.L.C. 800 Capitol Street, Suite 3000 Houston, TX 77002 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 warran ty 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. I. Name: Domenica Farmer Position: Area Vice President ~ Fannu Domenica Farmer (Mar 6, 202413:14 CST) Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Brent D. Bell '/Ite nt '/Iett Brent Be ll (Mar 4, 2024 09:12 CST) Signature of President of WM Recycle America, LLC Date: 03/04/2024 Exhibit G-Pg 1 of 1 EXHIBITH CFW APPROVAL OF SOTA MRF LOCATION COVER PAGE CFW AN D WM -RECYCLING AND PROCESS I NG SERVI CES AGREEMENT 37 December 12, 2023 Valerie R. Wa hington Assistant City Manager City of Port Worth 200 Texas Street Fort Worth, TX 76102 w Scot Via Email Re: Location of new WMRA Recycle America , LLC ("WM") Materials Recovery Facility Pursuant to City's Award of Request for Proposals for 22-0203 Recycling Processing Services ("RFP ') and Resulting Contract between the City of Fort Worth and WMRA. Dear Ms. Washington: As you know, WM has been working cooperatively with Majestic Really o. ( 'Majestic") and its affiliate Commerce onstruction Co , LP ("Commerce"), to identify and select a site in Fort Worlh for the construction and operation of WM's new state-of-the-art materials recovery facility (" OTA MRF"). As background, the City of Fort Worth ("City") requested that WM not construct its new SOTA MRr on WM 's pr pe1ty located near the Fort Worth tockyards comprising of approximately 14.1 l+/-acres and having tax parcel no. 06624219, as described in WM's proposal in response to the City's RFP. As a result of the City's request, WM has been working to find a new suitable locali n for the SOTA MRF it intends to construct and operate pursuant to the RFP and resulling contrnct with the City . WM is pleased to advise the ity that it has selected a site for the new SOT A MIU that is within twenty (20) road miles from the intersection of Interstate 30 and Interstate 35 as required by the RFP and Contract. That site is located at 9600 Hemphill St. Fort Worth, TX, 76102 and is approximately 9.782 acres , being the unjmproved property having tax parcel No . 04193571 ("Hemphill ite") and is part of the Fort Worth Everman/Risinger Development, LL 's ("Cverman/Risinger) industrial park development. WM intends to acquire title in and become the owner of Hemphill ite so long as a purchase sale agreement and other related documents and contracts are successfully negotiated and signed by WM. Eve1man/Risinger , and Commerce. Commerce and WM have been working for the past couple of months with the ity's Zoning and Land Use Department to confirm that the Hemphill Site is properly zoned for the SOTA MRF and its intended use. Based on the information WM provided regarding the intended u e of the SOTA MRF, the City's Zoning and Land Use Manager ("Zoning Manager") recently confirmed that the Hemphill Site is properly zoned for WM's intended use and that no site development plan, on-site operations plan, or any other requirements of Section 5.149 of the ity's Zoning ode are required (see confinnatory email from Mr. Stephen Mmray dated December 4 , 2023 attached to this letter). The Z nfog Manager also confirmed that no conditional use permit or master plan for construction and operation of the SOTA MRF on the Hemphill ite is required by any City code. Accordingly , Exhibit H -Page 1 of 2 t i.:: 1 lcmph" • ds bvL h the _0-mit1.: l . ..: ri u11 uit•,em nl mcnti ircmc n -r lt : . L t • 'C thJ Hcmph iH ii!· (IV • • Pruper1 • l IOGa in n fo l' R F b ·mi;ni t 1100 " he l , • n1td t 1J.n11i fl ller to WM . • •1mul d the _,lly lmv on. q u.estiun s abcm1 th • rue □t s fth " n t h i.mt nta t m . TI 11th 'tL [k 'r, , MJ, ouns , i CC'( ·ly1 Ric i L . t1~ J Irr::ct• • r, Pub lie r r ,htd rt Wast M. , ~ mc nt f Texas , [nc. m. CiQI of fio t Wurth ApprO' nl f f'b cl pltEH ~ iti 'fm th lo ~ f n of }1 n w '°."0 ' ~,t ·:. I R, ·trvc r~ a "Iii}• l\llllF): ·~ ✓ lJ,.,,~ .. , v\ ki laH i.:r ri ~: -3 ft . to 0 1rnrn!ll tal Se.r kc J,im K ezdJ ir lid Wasl • ln i t.ian H W Man. gi.::r Exhibit H -Page 2 of 2 City of Fort Worth, Texas Mayor and Council Communication DATE: 02/28/23 M&C FILE NUMBER: M&C 23-0148 LOG NAME: 13PRFP 22-0203 RECYCLING PROCESSING SERVICES AR CODE SUBJECT (ALL) Authorize the Execution of a Services Agreement with WM Recycle America, LLC. for Recycling Processing Services in an Estimated Annual Amount of $4,507,000.00 for an Initial Ten-Year Term for the Code Compliance Department (Continued from a Previous Meeting) RECOMMENDATION: It is recommended that the City Council authorize the execution of a services agreement with WM Recycle America, LLC. for recycling processing services in an estimated annual amount of $4,507,000.00 for an initial ten-year term for the Code Compliance Department. DISCUSSION: The Code Compliance Department approached the Purchasing Division to procure an agreement for recycling processing services. The City of Fort Worth (City) will utilize this agreement to provide Program Recyclable Material Processing Services (Recycling Processing Service) essential to preserving and protecting the long-term public health and safety of the City’s residents. In order to procure these services, Purchasing staff issued Request for Proposal (RFP) No. 22-0203. The RFP consisted of detailed specifications describing the project background, vendor requirements, and other requirements in order to perform the services. The RFP was advertised in the Fort Worth Star-Telegram on August 17, 2022, August 25, 2022, August 31, 2022, September 7, 2022, and September 14, 2022. Two responses were received. An evaluation panel consisting of representatives from the Code Compliance, Diversity and Inclusion, and Park and Recreation Departments evaluated and scored the responses using Best Value criteria. After the initial evaluation meeting, the firms were interviewed on January 6, 2023 and the City requested a Best and Final Offers (BAFO) from the respondents. The individual scores were averaged for each of the criteria and the final scores are listed in the table below. Bidders Evaluation Criteria a b c d e f Total score WM Recycle America, LLC Option #1 5.75 6.50 16.88 2.25 2.75 11.42 45.55 WM Recycle America, LLC Option #2 5.75 6.50 20.63 2.50 2.75 28.52 66.65 WM Recycle America, LLC Option #3 5.75 6.50 16.88 2.25 2.74 45.00 79.13 Allied Waste Services of Fort Worth, LLC dba Republic Services 5.75 6.50 16.88 2.50 2.75 22.21 56.59 Best Value Criteria: A) Minimum Requirement B) Experience and Qualifications C) Proposed Approach D) Exceptions E) Financial & Litigation History F) Cost After evaluation of the BAFO, the panel concluded that WM Recycle America, LLC. option #2 presents both the best value and the necessary coverage for the City. Option #2 provides the City with an opportunity to share in the revenue from the recycling commodity value while Option #3 does not provide an opportunity for the City to share in the revenue. Therefore, the panel recommends that Council authorize an agreement with WM Recycle America, LLC. for recycling processing services. No guarantee was made that a specific amount of services would be purchased. Staff certifies that the recommended vendor's bid meets specifications. FUNDING: The estimated cost for the recycling processing services for year one of the contract is $4,507,000.00. The estimated value of this contract over the 10 year term is $45,070,000.00. The estimated contract amount does not constitute a not to exceed limit on the contract, as the unit prices paid to Waste Management are impacted annually by the cost adjustment, growth of the City, recycling contamination, and other variable factors including the commodity market prices. Funding is budgeted in the Disposal account of the Code Compliance Department's rollup within the Solid Waster Fund. BUSINESS EQUITY: Waste Management of Texas, Inc. is in compliance with the City's Business Equity Ordinance by submission of the prime contractor waiver form. The City's Business Equity goal on this project is 15%. AGREEMENT TERMS: Upon City Council approval, the agreement will begin on April 1, 2023 and expire on March 31, 2033 (initial term). The agreement may be extended for up to ten years following expiration of the initial term. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. EXEMPT PROCUREMENT: The City Attorney's Office has determined that solid waste services may be exempt from competitive bidding under the provisions of Chapter 252 of the Texas Local Government Code as necessary to preserve or protect the public health or safety of the municipality's residents. Nevertheless, the City chose to voluntarily procure this agreement through the competitive process, as allowed, to ensure the City receives a fair and equitable contract. A Form 1295 is not required because: This contract will be with a publicly-traded business entity or a wholly-owned subsidiary of a publicly-traded business entity: Waste Management, Inc. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as appropriated, in the Solid Waste Fund. Prior to an expenditure being incurred, the Code Compliance Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by: Reginald Zeno 8517 Valerie Washington 6192 Originating Business Unit Head:Reginald Zeno 8517 Brandon Bennett 6322 Additional Information Contact:Jo Ann Gunn 6259 A'ja Robertson 8585 Expedited