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Contract - Central Texas Refuse CTR - 11/4/20211 SECTION 1: RECITALS INCORPORATION .................................................. I SECTION 2: DEFINITIONS .............................................................................. I SECTION 3: REPRESENTATIONS ................................................................. 9 3.1 Representations by City .......................................................................... 9 3.2 Representations by Contractor ................................................................ 9 SECTION 4: GRANT OF FRANCHISE ......................................................... 10 SECTION 5: EFFECTIVE DATE AND TERM OF CONTRACT ................. 11 5.1 Effective Date ....................................................................................... 11 5.2 Term of Contract ................................................................................... 11 5.2.1 Initial Term ..................................................................................... 11 5.2.2 Automatic Renewal ......................................................................... 11 Termination Notice ......................................................................... I I SECTION 6: MUNICIPAL SOLID WASTE SERVICES, BULK WASTE SERVICES AND RECYCLING SERVICES ............................................ 11 6.1 Municipal Solid Waste Services, Bulk Waste Services and Recycling Services for Residential Service Units .................................................. 11 6.1.1 Municipal Solid Waste Services for Residential Service Units ...... 11 6.1.2 Bulk Waste Services for Residential Service Units ........................ 11 6.1.3 Recycling Services for Residential Service Units .......................... 12 6.2 Municipal Solid Waste Services, Bulk Waste Services and Recycling Services for City Facilities and Municipal Solid Waste Services for City Events.................................................................................................... 12 SECTION 7: COLLECTION, DISPOSAL, AND PROCESSING LOCATION ..................................................................................................................... 12 7.1 Collection Location ............................................................................... 12 7.1.1 Residential Services ........................................................................ 12 7.1.2 City Facility Services ...................................................................... 13 7.3 Recyclable Materials Processing Location and Tipping Fee ................ 13 7.4 Bulk Waste Processing Location .......................................................... 13 SECTION 8: COMMINGLING OF RESIDENTIAL SERVICES MATERIALS AND DISPOSAL OF RECYCLABLE MATERIALS PROHIBITED ...... 14 8.1 Commingling of Residential Services Materials Prohibited ................. 14 8.2 Disposal of Recyclable Materials Prohibited ........................................ 14 SECTION 9: INSPECTION OF SET -OUTS AND UNACCEPTABLE SET - OUTS.......................................................................................................... 14 9.1 Contractor's Right to Inspect Set -Outs ................................................. 14 9.2 Unacceptable Set -outs ........................................................................... 14 9.2.1 Reasons for Unacceptable Set -outs .................................................14 9.2.2 Procedure for Unacceptable Set -outs ..............................................1 SECTION 10: COLLECTION AND PROCESSING EQUIPMENT ..............15 10.1 Collection Equipment ..................................................................... 15 10.1.1 Collection Vehicles ................................................................... 15 10.1.1.1 Appearance of Collection Vehicles ..........................................15 10.1.1.2 Age of Collection Vehicles ....................................................... 15 10.1.1.3 Purchase, Operation, Maintenance, Storage and Replacement of Collection Vehicles ............................................................................... 15 10.1.2 Carts .......................................................................................... 15 10.1.2.1 Purchase, Delivery, and Initial Distribution of Carts ................ 15 10.1.2.2 Staging for Initial Distribution, Distribution Excluding Initial Distribution, Maintenance and Storage of Carts and Bins .................... 16 10.1.2.3 Replacement of Carts ................................................................ 16 10.1.3 Other Collection Equipment ..................................................... 17 10.1.3.1 Appearance of Other Collection Equipment ............................. 17 10.1.3.2 Purchase, Operation, and Maintenance of Other Collection Equipment............................................................................................. 17 10.1.4 Ownership of Collection Equipment ........................................ 18 10.1.4.1 Ownership Collection Equipment other than Carts .................. 18 10.1.4.2 Ownership of Carts ................................................................... 18 10.2 Disposal Facility and Recyclable Material Facility Equipment ..... 18 10.2.1 Scales ........................................................................................ 18 10.2.2 Capacity and Other Facility Equipment .................................... 18 SECTION 11: PERSONNEL ........................................................................... 18 SECTION 12: HOURS OF OPERATION ....................................................... 19 12.1 Collection Hours of Operation ........................................................ 19 12.1.1 Residential Services .................................................................. 19 12.1.2 City Facility Services ................................................................ 20 SECTION 13: HOLIDAYS .............................................................................. 20 SECTION 14: C-.W.-TOMER -4Z-ERVICE OFFICE AND COMPLAINTS ........ 20 SECTION 15: TRANSITION SUPPORT ........................................................ 21 SECTION 16: DAMAGE TO PROPERTY ..................................................... 22 SECTION 17: SPILLAGE AND LEAKAGE, LITTER, AND ODOR ........... 22 17.1 Spillage and Leakage ...................................................................... 22 17.2 Litter ................................................................................................ 22 17.3 Odor ................................................................................................ 22 SECTION 18: RECORDKEEPING, REPORTING, AUDITED FINANCIAL STATEMENTS, AND REPORTING FORMAT ....................................... 22 18.1 Recordkeeping ................................................................................ 22 18.2 Reporting ......................................................................................... 22 18.2.1 Initial Reports ............................................................................ 23 18.2.1.1 Transon Plan .......................................................................... 23 18.2.1.2 Hazardous Waste and Special Waste Contingency Plan .......... 22 18.2.2 Monthly Reports ....................................................................... 23 18.2.3 Annual Reports ......................................................................... 24 18.2.4 Report Format ........................................................................... 24 SECTION 19 CITY INSPECTION RIGHTS ................................................. 24 19.1 City's Right to Inspect Records, Books, Data and Documents ...... 24 19.2 City's Rights to Inspect Facilities and Equipment .......................... 24 SECTIOV 2*: IZ................... R4 20.1 Residential Services Rate ................................................................ 24 20.2 Fuel Component of the Residential Services Rate .......................... 24 20.3 Disposal Cost Component of the Residential Services Rate .......... 25 20.5 Residential Services Rate ................................................................ 26 20.6 Accurate Records and Audits .......................................................... 26 , � —I' •- — "T'l-GES &ATES ........................ 27 SECTION 22: CUSTOMER LIST, BILLING PAYMENT ............................. 28 22.1 Customer List .................................................................................. 28 22.2 Billing ............................................................................................. 2?, 22.2.1 Residential Services .................................................................. ZY, 22.2.2 City Facility Services ................................................................ 22.3 Payment ........................................................................................... 22.3.1 Payment to Contractor .............................................................. L A T SECTION 23: COMPLIANCE WITH LAWS AND REGULATIONS .......... 0 N S SECTION 24: PUBLIC EDUCATION NOTICES .......................................... SECTION 25: OWNERSHIP OF SOLID WASTE, BULK WASTE, S T E AA N RECYCLABLE MATERIALS AND CONSTRUCTION AND D DEMOLITION WASTE ............................................................................. SECTION 26: INDEMNIFICATION ............................................................... — ----- ---- 27.1 Specific Insurance Requirements .................................................... 27.2 General Requirements ..................................................................... SECTION 28: PERFORMANCE BOND ......................................................... SECTION30: TAXES ...................................................................................... 34 SECTION 31: FORCE MAJEURE .................................................................. 34 SECTION 32: DEFAULT ................................................................................ 34 32.1 Events of Default ............................................................................ 34 32.2 Remedies of the City on Default .....................................................35 SECTION 33: DISPUTE RESOLUTION ........................................................35 33.1 Agreement Regarding Remedies ....................................................35 33.2 Agreement to Negotiate First to Resolve Issues .............................36 33.3 Agreement to Mediate ..................................................................... 36 33.4 Presentation of Written Claim Regarding Disputes Not Resolved by Negotiation............................................................................................ 36 33.5 Performance During Mediation ......................................................36 33.6 Appointment of Mediator ............................................................... 36 33.7 Rules for Mediation ........................................................................ 36 33.8 Litigation ......................................................................................... 37 33.9 Operations during Dispute .............................................................. 38 33.10 Right of Termination ................................................................. 38 SECTION 34: DESIGNATED REPRESENTATIVE ......................................38 SECTION 35: MISCELLANEOUS ................................................................. 38 35.1 Succession of Agreement ................................................................ 38 35.2 Survival ........................................................................................... 38 35.3 Joint Preparation -------------------------..39 35'4 NoPenalties .................................................................................... 3A 35.5 Relationship .................................................................................... 39 35/6 Further Assurance ........................................................................... 39 35.7 Time of the Essence ........................................................................ 39 35.8 Captions and Section Headings ...................................................... 39 35'0 NoWaiver ....................................................................................... 39 35.10 Entire Agreement and Modification ......................................... 39 3I11 Scvccahi|hn............................................................................... 4O 35.12 Knowledge -------------.-------------.40 35.13 Appendices................................................................................ 40 35.14 Governing Law ......................................................................... 40 35.15 Attorney Fees ............................................................................ 40 In AMENDED AND RESTATED REFUSE COLLECTION CONTRACT between CITY OF ROUND ROCK, TEXAS and CENTRAL TEXAS REFUSE, LLC. This Refuse Collection Contract ("Contract") is made on _ j4aV1 , 2021 between: CITY OF ROUND ROCK, a Texas municipal home rule corporation, hereinafter referred to as "City," and CENTRAL TEXAS REFUSE, LLC., a limited liability company, hereinafter referred to as "Contractor." RECITALS WHEREAS, the City and Contractor entered into that one certain Refuse Collection Contract on November 22, 2016, whereby Contractor has collected garbage, rubbish and refuse for residential customers within the City; and WHEREAS, the aforesaid Refuse Collection Contract has been amended several times since the execution of the original Agreement, including the addition of recycling services and the addition of a Downtown Commercial District; and WHEREAS, the parties desire to enter into a new contract setting forth terms and conditions for the collection, delivery and disposal of bulk waste and recyclable materials for residential customers, city facilities, the Downtown Commercial District, and all other commercial and industrial customers within the City; NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants and payments hereinafter set forth, City and Contractor agree as follows: AGREEMENT SECTION 1: RECITALS INCORPORATION The foregoing recitals are true and correct and hereby incorporated herein by reference. SECTION 2: DEFINITIONS As used herein, the following defined terms, phrases, words, and their derivations shall have the meanings as set forth in this section. When not inconsistent with the context, words used in the present tense shall include the future, words importing persons shall include firms and corporations, words used in the plural shall include the singular, words used in the singular shall Act of Default or Default — Act of Default or Default shall mean any failure to timely, fully and completely comply with one or more material requirements, obligations, performance criteria, duties, terms or conditions, as started in this Contract. City may, in its sole discretion, accept substantial compliance, which is an Act of Default, in lieu of full compliance by waiving such Act of Default solely by an instrument in writing. Aluminum and Steel Recyclable Material Aluminum and Steel Recyclable Material shall mean any beverage container, food can, bi-metal container, or lid with or without paper labels, rings, and lids composed primarily of whole iron, aluminum, steel, or other Recyclable Material of a similar nature. Bag — Bag shall mean a non -dissolvable plastic sack with a capacity of up to approximately forn (40) pounds designed or intended to store Municipal Solid Waste with sufficient w strength to maintain physical integrity1 by the top. Bulk Waste — Bulk Waste shall mean Municipal Solid Waste composed of materials not easi containerized in a Cart, including but not limited to, brush, furniture, and non-fre containing large appliances. Bulk Waste shall include Municipal Solid Waste enclosed bags. Cart Cart shall mean a receptacle with wheels with a capacity of up to approximately. ninet six (96) gallons designed or intended to be mechanically dumped into a loader-paCker ty truck and approved for use by the Contract Administrator. I City — City shall mean the City of Round Rock, Texas; and shall include City's elected official officers, employees, agents, volunteers and representatives. I event Administrator has the sole authority to add or eliminate City Facilities to receive City Facility Services. City Facility Services — City Facility Services shall mean •. Solid Waste Services, Bu" Waste Services, • "• Services for City Facilities • • City Events • Coy.tract. Collect or Collection — Collect or Collection shall mean the act of removing Municipal Solid Waste and Bulk Waste for transport to a Solid Waste Facility and the act of removing Recyclable Material for transport to a Recyclable Material Facility. Commercial Services — The collection of garbage, rubbish, yard waste and solid (non -hazardous) waste, including recyclables, for all commercial and industrial businesses, institutional and governmental entities, and multi -unit residential complexes located within the City of Round Rock, Texas, including but not limited to, Solid Waste Services and Bulk Waste Services (all commercial lines of business, including without limitation, Front Load Bin, Side Load Bin, and Roll -Off Bins for Commercial Services and Compactors and Recycling Services). Commercial Services does not include Roll -Off Bins for Construction Activities. Commercial Unit Any retail, commercial, industrial, manufacturing, governmental • multi family use or service. This definition and category include all units other than "Residential Service Unit," as defined in the Contract. I Compactor - Any container, regardless of its size, which has a compaction mechanism, wheth • • •• and approved • use by the City. I Comply or Compliance — Comply or Compliance shall mean timely, fully and complete performing or meeting each and every term, requirement, obligation, performance criteri • • condition as stated in this Contract. Compliance shall not mean • I • • compliance shall • an Act • Default unless waived by • Administrator • by a written instrument. 11 Construction Activities — Construction or renovation projects requiring the issuance of a buildi • from the City I Container ;, means Front Load Bin, Roll -Off Bin, Side Load Bin, Compactor, and Compact Receiving • I I 1110art-tr =11ing Hill, amcnumeri !eu Tpon Urr the City • • �771=1 I - 77Tts f L-rWL ff•- (IMITSUld o I or her designee or designees, which shall represent the City in the administration and supervision •' this Contract. Contractor — Contractor shall mean Central Texas Refuse, LLC, a limited liability company authorized to do business in the City and the State, and Contractor's assignees and Contractor's subcontractors. Cost of Fuel — Cost of Fuel shall mean the cost of diesel based on the Department of Energy Diesel Fuel price index, less 5% for volume purchases --P2IWM!Wj719rI 1 J7 y-tVrPTyny"7 access to the Residential Service Unit as designated by the Contract Administrator. Customer — An occupant of a residential or commercial unit or property within the City who generates Refuse and/or Recycling. Disposal Cost Component — Disposal Cost Component shall mean a component of the Residential Services Rate based on the disposal cost per ton to dispose of Municipal Solid Waste at the Solid Waste Facility and to deliver Recyclable Material to the Recyclable Material Facility. Disposal Facility — Disposal Facility shall mean a Solid Waste Facility authorized by the Texas Commission on Environmental Quality to manage such waste and shall meet all local, state, and federal requirements. Downtown Commercial District 6� Downtown Commercial District shall mean all business located in Block 10, Block 2 1, and Block 22 of the original plat of Round Rock and any businesses in Blocks added to the Downtown Commercial District subsequent to the execution of this Agreement. Downtown Commercial District ContaDowntown Commercial District Containers shall mean the dumpsters; for the disposal of Municipal Solid Waste and the dumpsters for the disposal of Recyclable Material located in the Downtown Commercial District. There shall be at least one dumpster for the disposal of Municipal Solid Waste and one dumpster for the disposal of Recyclable Materials located on each block of the Downtown Commercial District for use by the Downtown Commercial District Customers. The Downtown Commercial District Containers shall be located within a locked enclosure when possible. Downtown Commercial District Services Rate , Downtown Commercial District Services Rate shall mean the sum of money per Downtown Commercial District Customer paid each month by the city to the Contractor for the provision of Downtown Commercial District Services as set forth herein. Fiscal Year - The City's Fiscal Year commencing October I" of each year and ending September 30 of each year. Front Load Bin -- A container available in 2, 3, 4, 6, 8 and I 0-yard sizes. S Fuel Component — Fuel Component shall mean a component of the Residential Services Rate based on the Cost of Fuel, as set forth in Section 20.2 below. Garbage — 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. Glass Recyclable Material —Glass Recyclable Material shall mean any glass food and beverage bottles, containers, or jars with or without paper labels, rings, and lids. Glass Recyclable Material shall not mean window glass, porcelain, or china. Gross Revenue,,Receipts —All receipts and revenues received or derived directly or indirectly by the Contractor, its affiliates, subsidiaries, parent company, and any other person or entity in which the Contractor has a financial interest, from and in connection with Commercial Services. Gross Revenues/Receipts include franchise fees passed through to the Contractor's customers. Gross Revenues/Receipts do not include any surcharges imposed directly upon any Customer by the state, city or other governmental unit and collected by the Contractor on behalf of such governmental unit. Hazardous Waste — Hazardous Waste shall mean any Solid Waste identified or listed as 9! hazardous waste by the administrator of the United States Environmental Protection Agency under the federal Solid Waste Disposal Act, as amended by the Resourcc. Conservation and Recovery Act of 1976, 42 United States Code, §§6901 et seq., as amended. Holidays — Holidays shall mean days that City offices are closed in order to observe New Year's Day, Thanksgiving Day, and Christmas, and any other holiday designated by the City Council. Marketing — Marketing shall mean identification and developing of end markets for Recyclabic. Material and the selling of Recyclable Material to end markets. Alulti-Family All apartment projects and residential dwellings containing three or more units designed and intended for occupancy by a single family. iVfunicipal Solid Waste — Municipal Solid Waste shall mean Solid Waste resulting from or • to activities of Residential Service Units, City Facilities, City Events, the Downtown Commercial District, and Commercial Units and Construction and Demolition activities, including Garbage and Rubbish. Municipal Solid Waste shall not include Hazardous Waste and • Waste. Operations, Overhead and Profit Component Operations, Overhead and Profit Component shall mean a component of the Residential Services Rate intended to cover Contractor's W yt IIyfCI_CTS_TIT . ITIFTWITRTRIFF IT sther than the Fuel Component and the Disposal Cost Component, as set forth in Section P-0.4 below. Out -of -City Residential Service Unit Out -of -City Residential Service Unit shall mean a singl family dwelling unit outside of the City's boundaries, occupied by a person or group persons, that has solid waste collected by Contractor that is commingled with solid was.] collected • Residential Service Units. (A) Kraft paper, (B) Corrugated containers that have liners of Kraft, jute, or test liner including dry food boxes, beer and soda carriers, shoe boxes, (C) Old newspaper including slick paper inserts, (D) Chipboard, and (E) Other mixed paper including but not limited to junk mail, junk mail inserts, residential mixed paper, bagged shredded paper, high-grade paper, white and colored ledger, copier paper, office paper, laser printer paper, computer paper including continuous -formed perforated white bond or green bar paper, book paper, cotton fiber content paper, duplicator paper, form bond, manifold business forms, mimeo paper, note pad paper (no backing), loose leaf fillers, stationery, writing paper, paper envelopes without plastic windows, carbonless (NCR) paper, tabulating cards, facsimile paper, manila folders, magazines, paperback books, small catalogs, telephone books and Yellow Pages. Person � Person shall mean an individual, corporation, organization, government or governmental subdivision or agency, business trust, partnership, association, or any other legal entity. Plastic Recyclable Material — Plastic Recyclable Material shall mean any #1 through #7 rigid • )`♦ container, jug, or jar. Recyclable Material or Recyclables — Recyclable Material or Recyclables means materials that have been designated by the City to be recovered or diverted from the nonhazardous waste stream for the purposes of reuse, recycling or reclamation. Chapter 32, Section 32-34(c), Code of Ordinances (2018 Edition) of the City of Round Rock, Texas, limits Recyclable Materials to the following designated materials: office paper, newsprint, magazines, catalogs, aluminum, steel and tin containers, glass bottles and containers, HDPE and PET plastic bottles # 1, #2, #3, #4, #5, #6, #7, and household paper products, including junk mail, envelopes, cereal boxes, boxboard and telephone books. Recyclable Material Facility —Balcones Recycling, through a long-term operating agreement between Contractor and Balcones Recycling by which Balcones Recycling guarantees Contractor and all affiliates processing and marketing of 100% of Recyclables collected and deposited at any and all Balcones Recycling Facilities as current contract stipulates 6 Recycling "- Recycling shall mean a process by which materials that have served their intend use or are scrapped, discarded, used, surplus, or obsolete are collected, separated, e processed and returned to use in the form of raw materials in the production of n products. Recycling Services — Recycling Services shall mean the separate collection of recyclab materials and the delivery to Recyclable Material Facility. i IR I WPM I M I � � I III I , '' 1, j 111 i, 11, 11111!111171�11 =1- Residential Service Unit — Residential Service Unit shall mean a dwelling in a single-fami zoning district or a two-family zoning district within the City, occupied by a person group of persons. A Residential Service Unit shall be deemed occupied when either wat or domestic light and power services are being supplied thereto. For the purposes of th Contract, a commercial customer within the City utilizing a Cart as its Container and a 11 City Facility utilizing a Cart as its Container shall also be classified as a Residential Servi - Unit. Residential Services — Residential Services shall mean Municipal Solid Waste Services, Bu Waste Services and Recycling Services for Residential Service Units. i Residential Services Rate — Residential Services Rate shall mean the sum of money per Residential Customer paid each month by the City to the Contractor for the provision of Residential Services. The Residential Services Rate is composed of the Fuel Component, the Disposal Cost Component, and the Operations, Overhead and Profit Component. Roll -Off Bin ; Any container, excluding compactors, with a capacity of 20 cubic yards or greatel which is normally loaded onto a motor vehicle and transported to a waste or recycli facility. I Rubbish — Rubbish shall mean non-putrescible Solid Waste (excluding ashes), consisting of bo combustible and noncombustible waste materials. Combustible Rubbish includes pap rags, cartons, wood, excelsior, furniture, rubber, plastics, brush, or similar material noncombustible Rubbish includes glass, crockery, tin cans, aluminum cans, and simijil materials that will not burn at ordinary incinerator temperatures (1,600 degrees Fahrenh to 1,800 degrees Fahrenheit). I Set -Out — Set -Out shall mean the Municipal Solid Waste, Bulk Waste, and/or Recyclable Materi placed at Curbside or other appropriate location for collection. i SideLoadBin A container available in 3 or4 yard sizes. Solid Waste Solid Waste shall mean Garbage, Rubbish, resulting from industrial, municip"I commercial, mining, and agricultural operations and from community and institution activities, but does not include: N (A) Solid or dissolved material in domestic sewage or irrigation return flows ot industrial discharges subject to regulation by permit issued under Chapter 26, Water Code; (B) Soil, dirt, rock, sand, and other natural or man-made inert solid materials used to fill land if the object of the fill is to make the land suitable for surface improvement construction. Solid Waste Facility — Solid Waste Facility shall mean all contiguous land, structures, other appurtenances, and improvements on the land used for disposing of Solid Waste. Special Waste — Special Waste shall mean any Solid Waste or combination of Solid Wastes that because of its quantity, concentration, physical or chemical characteristics, or biological properties requires special handling and disposal to protect the human health or the environment. If improperly handled, transported, stored, processed, or disposed of or otherwise managed, it may pose a present or potential danger to the human health or the environment. Special Wastes shall include: (A) Hazardous waste from conditionally exempt small -quantity generators that may be exempt from full controls under Chapter 335, Subchapter N of this title (relating to Household Materials Which Could Be Classified as Hazardous Wastes); (B) Class I industrial nonhazardous waste; (C) Untreated medical waste; (D) Municipal wastewater treatment plant sludges, other types of domestic sewage treatment plant sludges, and water -supply treatment plant sludges; (E) Septic tank pumpings; (F) Grease and grit trap wastes; (G) Wastes from commercial or industrial wastewater treatment plants; air pollution control facilities; and tanks, drums, or containers used for shipping or storing any material that has been listed as a hazardous constituent in 40 Code of Federal Regulations (CFR) Part 26 1, Appendix Vill but has not been listed as a commercial chemical product in 40 CFR §261.33(e) or (f); (H) Slaughterhouse wastes; (1) Dead animals; (J) Drugs, contaminated foods, or contaminated beverages, other than those contained in normal household waste; (K) Pesticide (insecticide, herbicide, fungicide, or rodenticide) containers; (L) Discarded materials containing asbestos; (M) Incinerator ash; (N) Soil contaminated by petroleum products, crude oils, or chemicals in concentrations of greater than 1,500 milligrams per kilogram total petroleum hydrocarbons; or contaminated by constituents of concern that exceed the concentrations listed in Table I of §335.52 1 (a)(]) of this title (relating to Appendices); (0) Used oil; (P) Waste from oil, gas, and geothermal activities subject to regulation by the Railroad Commission of Texas when those wastes are to be processed, treated, or disposed of at a solid waste management facility authorized under this chapter; (Q) Waste generated outside the boundaries of Texas that contains: (i) any industrial waste; (i i) any waste associated with oil, gas, and geothermal exploration, production, or development activities; or (iii) any item listed as a special waste in this paragraph; (R) Lead acid storage batteries; and (S) Used -oil filters from internal combustion engines. Street For the purposes of this Agreement, a publicly dedicated or maintained right-of�a� 4j portion of which is open to use by the public for vehicular travel. The term "street s� also include alleyways. I 7 7, 71777,�7777cc ,,, --- ; ST 191 1 . IrLRTffTufeYj7o acts o ontractor oeif less than full and complete compliance and being ninety percent (90%) or more of compliance. Substantial compliance shall mean an Act of Default. I Unacceptable Set -Out - An Unacceptable Set -Out is a Set -Out that the Contractor reasonably determines to exceed the limits as established in this Contract, presents a substantial endangerment, such as disease or death, to the public or employee health or safety; or contains Hazardous Waste that cannot be easily separated. W USA I III Z a] 11" a Purems 17ALIM The City represents to the Contractor that the City is duly organized and existing in goo,O standing under the laws of the State and is duly qualified and authorized to carry on thTF governmental functions and operations as contemplated by this Contract. r mommmmu Contractor is duly qualified and in good standing to do business in the State and is duly qualified and in good standing to do business wherever necessary t* carry on the business and operations contemplated by this Contract. Contractor has obtained the necessary disposal capacity for Municipal Solid Waste and Bulk Waste with a Solid Waste Facility and Recyclable Materials with a Recyclable Material Facility for the initial term of this Contract as set forth in Section (iii) The Contractor has obtained all applicable environmental and other governmental permits, licenses and authorizations that are necessary for collection and disposal of Bulk Waste and collection of Recyclable Material. (iv) The Contractor has obtained all applicable environmental and other governmental permits, licenses and authorizations that are necessary for collection, processing and marketing of Bulk Waste and Recyclable Materials. (v) The Contractor has obtained all required insurance specified in this Contract. (v i) The Contractor has obtained the required performance bond specified in this Contract. (vii) To the best of the Contractor's knowledge, there is no action, suit or proceeding, at law or equity, before or by any court or government authority, pending or threatened against the Contractor, wherein an unfavorable decision, ruling or finding would materially adversely affect the performance by the Contractor of its obligation hereunder or the other transactions contemplated hereby, or which, in any way, would adversely affect the validity or enforceability of this Contract, or any other contract or instrument entered into by the Contractor in connection with the transactions contemplated hereby. �0 in" pe-29IM049 I MIAMI% "I 4.1 City hereby grants Contractor for the term of this Contract, including any automat renewals, as defined in Section 5 unless sooner terminated, the right, privilege, and franchise have use and onnerate Residential Services Downtown C-omm Tr_'hk_LDiiUi and across the present and future streets and alleys. The City grants the Contractor the rig privilege, and franchise to have, use and operate: I (i) Municipal Solid Waste Services, Bulk Waste Services, and Recycling Services for Residential Service Units and Commercial Units, (iii) Municipal Solid Waste Services and Recycling Services for City Events, and (iv) Municipal Solid Waste Services and Recycling Services for the Downtown Commercial District. 4.2 In exchange for the City's grant to Contractor of the right to have, use, and opera - Commercial Services, Contractor shall pay quarterly to the City a Franchise Fee of ten (10%) the Gross Receipts derived during the preceding quarter by the Contractor from the operation its Commercial Services within the City. The parties acknowledge and agree the Franchise F will be recouped by the Contractor and will be reflected accordingly in the exhibit establishi Contracted Rates. The City reserves the right to review and modify the fee percentage on an annu' basis. The Contractor shall be given thirty (30) days' written notice prior to any increase in t + 4.3 The Franchise Fee shall be paid quarterly to the City on or before the last day of the mon following the end of the quarterly period for which said payment is due. The Franchise F payment shall be delivered to the City's Director of Finance, along with the City -approved for entitled "Commercial Garbage Collection Franchise Fee Quarterly Statement" showing t calculations of said quarterly payment. 10 SECTION 5: EFFECTIVE DATE AND TERM OF CONTRACT 5.1 Effective Date Except as otherwise provided for herein, the obligations of the parties shall take effect upon execution of this Contract by both parties. 5.2 Term of Contract v.2.1 Initial Term Unless sooner terminated in accordance with Section 33. 10 of this Contract, the initial term *f this Contract shall be from the effective date of the Contract throuA Seytember 30, 2026 zt 12:00 midnight. — 5.2.2 Automatic Renewal At the end of the third fiscal year of the initial term, and at the end of each fiscal year thereafter, unless either party shall have given written notice of termination to the other party prior to the end of the then fiscal year as set forth in 5.2.3, the term shall automatically renew such that the balance of the term remains three (3) years. 5.2.3 Termination Notice At any time after the end of the initial term, either party shall have the option to terminate tkkv-♦ • *W-If w-m*7 X-wqL.4v* of its exercise of its option to terminate. Receipt by either party of the aforesaid written notice shall serve to terminate the automatic renewal provision. SECTIOR 6:-ihUAICIVAL SOLID WASTE SEA'VICES, BULK WASTE Em SERVICES AND RECYCLING SERVICES 6.1 Municipal Solid Waste Services, Bulk Waste Services and Recycling Services for Residential Service Units 6.1.1 Municipal Solid Waste Services for Residential Service Units Once per week on a scheduled day, Contractor shall collect Municipal Solid Waste from each Residential Service Unit in the City. 6.1.2 Bulk Waste Services for Residential Service Units Once per week on the same scheduled day as Contractor collects Municipal Solid Waste from the Residential Service Unit, Contractor shall collect up to seven (7) Bulk Waste items from each Residential Service Unit in the City. A Residential Customer may request the Contractor to collect additional Bulk Waste item(s) from the Residential Service Unit. Upon the receipt of a request for additional Bulk Waste items, Contractor shall collect, on a scheduled day, additional Bulk Waste items. If the request requires a special trip by Contractor, Contract is authorized to charge a reasonable fee to the Residential Customer for such special trip. Each additional bulk waste item must be no more than 4'x4'x4' in dimension and weigh no more than 40 pounds. . - F A; 71MITYI =11Tmlev'r IVETULTY1117 "Wk %mmr I 0J7i=pWWrp-TT-i7FYt- 11 and not exceed more than 40 pounds per bundle. III III I, pill III, 111111111 , 111 11��1111 111111 rol"111MIR11: . . ti P , k . I 1� I Once every two weeks on the same scheduled day as Contractor collects Municipal Solid Waste, Contractor shall collect from the Residential Service Units all Recyclable Material contained in a Cart from each Residential Service Unit in the City. Such source separated Recyclable Materials shall not be comingled with Municipal Solid Waste by Contractor. Contractor shall provide City Facility Services to City Facilities and City Events. Contractor and City shall mutually decide on the number and size of Carts and containers. In addition, Contractor and City shall mutually decide on the frequency and scheduled days. If a dispute arises concerning City Facility Services for a City Facility and/or City Event, Contract Administrator shall at its sole discretion determine resolution of the disputed issue. 6.3 Municipal Solid Waste Services, Bulk Waste Services and Recycling Services for the Downtown Commercial District Contractor shall provide the Downtown Commercial District Services. Contractor and City shall mutually decide on the number and size of Downtown Commercial District Containers. In addition, Contractor and City shall mutually decide on the frequency and scheduled days. If a dispute arises concerning Downtown Commercial District Services, Contract Administrator shall at its sole discretion determine a resolution of the disputed issue. 6.4 Municit)al Solid Waste Services, Bulk Waste Services and Recycling Services for Commercial Units Commencing no later than May 1, 2022, Municipal Solid Contractor shall provide for the collection of refuse and recycling, to each Commercial Unit at a specifically agreed upon type, size and frequency of service, at individually contracted rates, as set forth in Exhibit "V titled "Contracted Rates for Commercial Customers" attached hereto and incorporated herein by reference for all purposes. ii] 111111 i 11 111(111111 11 71 1 I 7.1 Collection Location Lowlipm- NEW. I I WIN 11 * L Solid Waste and Recyclable Material at a location at the front, side or rear of a Residential Service Unit acceptable to both the Residential Customer and Contractor. The Contract Administrator reserves the right to designate the location for Municipal Solid Wasi Services and Recycling Services if (i) the Residential • and the Contractor cann( agree on an acceptable location or (ii) the location agreed upon by the Residential Custom( and the Contractor presents or may present health and safety hazards. 7.1.2 City Facility Services The Contract Administrator and the Contractor may mutually decide on a location ft collection of Municipal Solid Waste and Bulk Waste from City Facilities and the locatio for collection of Municipal Solid Waste and Recyclable Material from City Events. Tl� Contract Administrator reserves the right to designate the location for collection ( Municipal Solid Waste and Bulk Waste generated by City Facilities and the location ft collection for City Events, if the Contract Administrator and the Contractor cannot agrc on an acceptable • 7.1.3 Downtown Commercial District Services The Contract Administrator and the Contractor shall designate the locations of collectic of Municipal Solid Waste and Recyclable Material in the Downtown Commercial Distric 7.1.4 Commercial Services The Contractor and each Commercial Unit shall mutually decide upon the type of contain( required, • of service required, and • location for the collection • Solid Wasi and Recyclable Material that is reasonably accessible by a refuse collection vehicle. 7.2 Municipal Solid Waste Disposal Location Contractor shall dispose of all Municipal Solid Waste and Bulk Waste collected at a Soli Waste Facility. 7.3 Recyclable Material Tipping Fee and Revenue Share Payment 7.3.1 Tipping Fee During the term of this Agreement and any renewals, Contractor agrees that the tipping fee for Recyclable Materials it delivers to the Recyclable Material Facility shall not exceed the tipping fee charged at any Landfill utilized by Contractor to dispose of Municipal Solid Waste and/or Bulk Waste. 7.3.2 Revenue Share Payment In the event Contractor recovers an average net amount in excess of Ninety -Five Dollars ($95.00) per ton in a calendar month from the sale of City's Recyclable Material, Contractor shall pay City fifty percent (50%) of the revenues recovered in excess of Ninety - Five Dollars ($95.00). Contractor shall have the absolute obligation to pay City each month for any and all processed Recyclable Material, in accordance with this Section 7.3.2. All payments by Contractor to City shall be made payable to the City of Round Rock, Texas, shall be tendered to City's designated representative, and shall accompany corresponding statements from City and/or City's representative. 7.4 Bulk'17aste Processing Location Contractor shall dispose of all unrecycled Bulk Waste collected at a Disposal Facility, A SECTION 8: COMMINGLING OF RESIDENTIAL SERVICES MATERIALS AND DISPOSAL OF RECYCLABLE MATERIALS PROHIBITED F,11111K�M The Contractor may only commingle Municipal Solid Waste, Bulk Waste, and/or Recyclable Materials from Residential Service Units, City events and City Facilities with materials from Commercial Units with any Municipal Solid Waste, Bulk Waste, and/or Recyclable Materials from Residential Service Units, City events and City Facilities. 8.2 Disposal of Recyclable Materials Prohibited The Contractor shall deliver any Recyclable Material to any recycle facility it deems necessary, provided the Facility meets contracted processing and marketing criteria. SECTION 9: INSPECTION OF SET -OUTS AND UNACCEPTABLE SET JOUTS 9.1 Contractor's Right,toInspect Set -Outs The Contractor may inspect each Set -Out prior to collection for consistency with the requirements of this Contract. 9.2 Unacceptable Set -outs 9.2.1 Reasons for Unacceptable Set -outs Prior to collection of the Set -Out, Contractor may determine that a Set -Out is an Unacceptable Set -Out as defined herein. 9.2.2 Procedure for Unacceptable Set -outs If the Contractor determines that a Set -Out or a portion of a Set -Out is an Unacceptable Set -Out, Contractor shall: (i) Take a photograph of the entire Set -Out; (i i) Collect the portion of the Set -Out that is acceptable; and (iii) Immediately provide an Unacceptable Set -Out Notice to the Residential Customer stating the reason the Set -Out or portion of the Set -Out was determined to be unacceptable; For Bulk Waste Set -Outs that are unacceptable due to exceeding the Set -Out limits, Contractor shall collect the seven (7) largest Bulk Waste items that are in compliance with contract size and weight restrictions. For all Unacceptable Set -Outs, Contractor shall provide a list of the Unacceptable Set -Outs including the address, reason Set -Out was deemed unacceptable as mutually agreed upon by Contractor and City Representative. a axelyfffrilwr" . 9WOU911L1 - 10.1 Collection Equip et 10.1.1 Collection Vehicles 10.1.1.1 Appearance of Collection Vehicles o"111 M-IMINNIMT1 r-M,1111 LIA 9'= ITZ I I I F1 All-MMISLrdUFF ant linn L11U HU1111C V1 k-AllitidUtur, c1stol Tinuc iciefln number and the unique identification number of the vehicle in letters not less than six (6) inches high on each side and the rear of the vehicle. All collection vehicles shall be uniquely numbered and a record kept of the vehicle to which each number is assigned. No third -party advertising shall be permitted on collection vehicles. Contractor shall maintain all collection vehicles in a clean manner. 10.1.1.2 Age of Collection Vehicles age. 10.1.1.3 Purchase, Operation, Maintenance, Storage and Replacement of Collection Vehicles Contractor, at its sole cost, shall purchase, operate, maintain, store and replace all collection vehicles as required for the provision of Residential Services, City Facility Services, Downtown Commercial District Services, and Commercial Services. Contractor shall maintain collection vehicles according to industry ,daKd_s_:LT,cJj Wixgbi industry standard performance requirements. 10.1.2 Carts or Containers 10.1.2.1 Purchase, Delivery, and Initial Distribution of Carts Containers I V179CIMTET Mayl fe I provision of Residential Services, City Facility Services, Downtown Commerci District Services, and Commercial Services in connection with this Contra Contractor, at its sole cost, shall be responsible for the cost to the Cart or Contain manufacturer for the delivery of all Carts and Containers to a secured area with the City for staging. In addition, the Contractor, at its sole cost, shall be responsib for the cost to the Cart and Container manufacturer for initial distribution of Ca i nj b t and Coo ntainers tResidential Service Units, City Facilities, Downto oe Commercial District Units'. and Commercial Units, Contractor- at its sole cost...sh 't vrsee the dood oo elivery and initial distributin♦f Carts an•Cntainers. Cntract shall deliver two Carts to each Residential Service Unit. One Cart shall be clear designated for Solid Waste collection and the other Cart shall be clearly designat for Recyclable Materials collection. E For Commercial Services, Contractor shall use reasonable and necessary efforts ensure Container sizes and collection frequency are appropriate for the amount waste and recyclable material deposited in Containers by a Commercial Unit. Eac k-IHLdincr. ullnulcrwai InILS Ir IT MET MEN lunn %-191111pacTit collection and disposal services shall be performed by the Contractor. A Containers for Commercial Services shall be properly painted, in a conditi acceptable to the City, and maintained to City standards. Contractors shall ma k allowed). Contractor shall attach a Program Introduction Notice to each C delivered. by unnecessary rough treatment. Contractor shall be solely responsible for t maintenance, including warranty issues, of Carts and Containers. Contractor shall store all replacement Carts and Containers at Contractor's loc customer service office to ensure that extra or replacement Carts and Containe can be provided upon the request of the City. 10.1.2.2 Staging for Initial Distribution, Distribution Excluding Initi Distribution, Maintenance and Storage of Carts and Bins Contractor, at its sole cost, shall provide a secured area within the City for stagi of Carts and Containers, unless otherwise provided by City, prior to the initi distribution. After the initial distribution of Carts and Containers, Contractor, at i sole cost, shall deliver Carts and Containers to Residential Service Units, Ci Facilities, Downtown Commercial District Units and Commercial Units within t allowed). Contractor shall attach a Program Introduction Notice to each C delivered. Contractor's employees shall take care to prevent damage to Carts and Containe by unnecessary rough treatment. Contractor shall be solely responsible for t maintenance, including warranty issues, of Carts and Containers. Contractor shall store all replacement Carts and Containers at Contractor's loc customer service office to ensure that extra or replacement Carts and Containe can be provided upon the request of the City. 9 1.1.2.3 Replacement of Carts and Containers ••il ♦ . r ♦ • ♦11111 ♦ , • • or Container has been lost, destroyed, stolen or that it has been damaged beyond repair, Contractor shall deliver a replacement Cart or Container to such Customer within two (2) business •ays (or as agreed uponby normal wear and tear. The Customer shall bear the cost of replacing Carts or wear shall bear the cost of replacing Carts or Containers that must be replaced due to For , Contractor provide brown♦Municipal Solid Waste Services and green Carts for Recycling Services. All Carts shall also show the name of Contractor and customer service office telephone number as approved by the Contract Administrator. No third -party advertising shall be permitted on other collection equipment. No advertising shall be permitted on vehicles for third parties. Contractor shall be responsible to ensure that collection vehicles • other collection• • • in a clean manner. Purchase, Operation,Other Collection Equipment The Contractor shall.. at its sole cost, siurchase install and maintain the Containers for Downtown CommercialDistrict Containers shall show the name of Contractor • customer service office statedtelephone number as approved by the Contract Administrator. No third -party advertising shall be pennitted on the Containers. Unless otherwise in this Contract, Contractor, at its sole cost, shall purchase, operate, and maintain collection equipment. The Contract Administrator, at his/her sole discretion, shall determine whether the Contractor is or ♦ properly maintaining th- collection equipment. collection equipment, Contractor shall replace such equipment in accordance with this Contract • City may assess administrative charges♦ •. •• 1.1..3 Replace et of Collection Equipment Unless otherwise stated in this Contract, Contractor, at its sole cost, shall replace any and all collection equipment if such equipment is lost, stolen or damaged beyond normal wear and tear. If Contractor or City determines that collection equipment requires replacement, Contractor shall replace such equipment fourteen (14) calendar days with comparable equipment. Contractor shall be the requirements of this Contract. [1i 10.1.4.1 Ownership Collection Equipment other than Carts awl Containers Ownership of collection equipment other than Carts and Containers shall rest with Contractor. Ownership of Carts and Containers shall rest with Contractor during and after t term of the Contract. Ownership of Carts and Containers in the possession Residential Service Units, City Facilities, Downtown Commercial Unit i6hZ"11, *44 W_ shall rest with the Contract r- pjgiq� 111� 10.2.1 Scales The Contractor shall be solely responsible for ensuring the Disposal Facility and the Recyclable Material Facility are equipped with adequately sized truck scales and computerized record -keeping systems for weighing and recording all incoming vehicles transporting Solid Waste Materials and Recyclable Materials. Contractor shall weigh, record, and tabulate all volumes collected within the City. Contractor and City shall agree on volumes of each as a percentage of overall collections. Contractor shall document that each scale at the Disposal Facility and the Recyclable Material Facilit ' y,, has been annually, certified with the State of each Contract Year shall provide proof of certification to the City. 10.2.2 Capacity and Other Facility Equipment The Contractor shall be solely responsible for ensuring that the Disposal Facility and the Recyclable Material Facility have the capacity and equipment to dispose of and/or thoroughly process the quantity and type of materials collected by the Contractor in connection with this Contract in accordance with industry standards for managing such materials. MIMI 10.11111ITISIMrane MOV40W Mel MIN41111RI fill Q W91MI I T, VAMWI adhere to the following requirements: (i) Contractor shall hire and maintain qualified personnel to provide service under this Contract. Contractor shall ensure that personnel operating commercial vehicles have a valid commercial driver's license while operating commercial vehicles in the City. IV (ii) Contractor shall furnish each employee with a uniform and safety vest, shirt or jacket which clearly displays the name of Contractor. Such uniforms and safety equipment shall make the employee readily visible to other motorists. Contractor's employees shall wear complete uniforms and safety vest, shirt orjacket at all times. Contractor shall provide regularly scheduled, on -going operating and safety training for all employees. In addition, Contractor's employees shall be trained to perform their duties to maximize the City's recycling rate, minimize contamination, and promote recycling at all times. All temporary and newly hired permanent collection personnel shall receive comprehensive safety and operational training prior to working on the collection vehicles. Training manuals and schedules shall be maintained at the local office of Contractor and available for review at any time by Contract Administrator. (iv) All employees involved in the performance of this Contract including office and all collection personnel, shall be provided adequate training before and during their employment with the Contractor. This training shall familiarize employees with the required duties and standards of performance, specific requirement on routes to which they will be assigned, teach the route layouts previously established and approved, and provide necessary knowledge to eliminate delays and missed collections. All supervisory and collection employees shall be provided comprehensive safety training, equipment, and supplies prior to and during the performance of their duties. All collection, administrative, supervisory and customer service personnel shall receive customer service training prior to and during the time they are employed by the Contractor. (v) Contractor's employees shall treat all Residents customers, co-workers, City employees and any person with whom they come in contact in the performance of their duties in a polite and courteous manner. Rudeness, belligerence, and the use of profanity are strictly prohibited. The City reserves the right to direct Contractor to remove any employee who violates this policy from providing services to the City. (vi) In performance of collection, disposal, processing, and marketing services, Contractor's employees shall comply with all City, state and federal laws. �ql 0140 0 to] 0 a I - WOMOINEWLINT] Except for specified holidays, Contractor's hours of operation within the City are set forth below. 12.1.1 Residential Services Contractor's regular collection hours shall be from 7:00 a.m. until 6:00 p.m., Monday through Friday, unless the Contract Administrator gives permission for extended hours. Contractor is prohibited from operating its residential collection vehicles on City streets prior to 7:00 a.m. or after 8:00 p.m. 19 12.1.2 City Facility Services Contractor's regular collection hours for City Facility Services within 300 feet of a residential area shall be from 6:30 a.m. until 6:30 p.m. 12.1.3 Downtown Commercial District Contractor's regular collection hours for Downtown Commercial District Services shall be as agreed upon by the Contract Administrator and the Contractor. 12.1.4 Commercial Services Collections for Commercial Services shall be made during hours set forth in an agreed upon schedule between the Contractor and Customer. All collections shall be made at the noise level required by the City's Noise Control Ordinance and during the City's approved hours of collection. 34UME=1 (i) New Year's Day; (ii) Thanksgiving Day; and (iii) Christmas D. The Contract Administrator, at his/her sole discretion, may add or delete holidays. If the Contract Administrator elects to add or delete holidays, the City will provide the Contractor notice in accordance with the provisions of this Contract. If a holiday occurs on a scheduled collection day for Residential Services, Contractor shall perform the scheduled collection for the holiday and the remainder of the week ending on Friday on the next calendar day after the scheduled collection day. If a holiday occurs on a scheduled collection day for City Facility Services, Downtown 11 hiled on the next calendar work day after the holiday or as mutually agreed upon. Contractor shall maintain a customer service office, staffed with personnel Monday throu Friday, 8:00 AM to 5:00 PM. If the City receives a customer service complaint, the City sh contact the Contractor Representative via non -toll phone call or email and provide the followi information: I (i) Customer name, address, and phone number, and (i i) Type of complaint. p��pp�;lijji�11!1111l ll I'llip! I I rorlol mone M (i) If the complaint is a verified and confin-ned missed collection, Contractor shall pick up the missed collection on that same day if the confirmed and verified complain'-1 is delivered to the Contractor prior to 1:00 PM. 91 (i i) If the complaint is a verified and confirmed missed collection, Contractor shall pick up the missed collection before 5:00 PM • the next calendar •. if the complaint is delivered to the Contractor on or after 1:00 PM. (iii) If the complaint is other than a missed collection, Contractor shall attempt to resolve the complaint within twenty-four (24) hours of notice of such complaint to Contractor. For each customer complaint, Contractor shall record the following information regarding the complaint: (i) Date and time complaint was delivered to the Contractor; (i i) Identification of the person whom delivered the complaint to the Contractor; (iii) Contractor's determination as to whether the complaint is legitimate or non - legitimate; (iv) Date, time and action taken to resolve complaint; and (v) Name of responsible contact at Contractor's location regarding the complaint. On or before the tenth day of each month, the Contractor shall deliver to the Contract 0 Administrator a summary report •' all customer complaints for the previous • Contractor and City acknowledge that customer service is of high importance to the Cit Contractor and its employees will work diligently to provide high customer services to the Cill and all • Contractor understands, acknowledges, and agrees that a smooth transition from Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service from a provider(s) to another is essential for the health and safety of the City and its residents. Contractor understands, acknowledges, and agrees that with the failure of Contractor to timely and promptly transition could create serious health and safety issues for the City and its residents. Contractor understands, ag" tej gj t ruffe-ft till ETSIMM�ZrMyr M-MIN"T MIGINCIRILVAL41M. I I Contractor shall cooperate fully and timely with the City and subsequent provider(s) in �rZ transition of Municipal Solid Waste Service, Bulk Waste Service, and Recycling Servic Contractor shall cooperate fully with the City in: I (i) The transition of Commercial Units from their current provider of Solid Waste Service, Bulk Waste Service, and Recycling Services to the Contractor. (ii) The transition from the Contractor to subsequent person(s) or the City providing Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service upon expiration of the initial term or optional renewal term of this Contract; and, (iii) The transition from the Contractor to subsequent person(s) or the City providin_,14 Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service upon termination • the • 21 The Contractor shall take all necessary precautions to protect public and private property during the performance of this Contract. The Contractor shall repair or replace any private or public property which is verified and confirmed damaged by the Contractor. Such property damages shall be addressed for repair or replacement, at no charge to the property owner, within forty-eight (48) hours, or as promptly as reasonably possible, with property of the same or equivalent value at the time of the damage (or as otherwise agreed upon). If the Contractor fails to address the repair or replacement of damaged property within forty-eight (48) hours, or as promptly as reasonably possible, the City may, but shall not be obligated to, repair or replace such damaged property, and the cost of doing so shall be deducted from payment to be made to the Contractor. 17.1 Spillage and Leakage Contractor shall clean up any materials including leakage of fluids spilled from Contractor's vehicles. During transport, all materials shall be contained, covered and enclosed so that leaking, spilling, and blowing of materials does not occur. Contractor shall be responsible for the cleanup of any spillage or leakage from Contractor's vehicles. Contractor shall perform all clean-ups within two (2) hours of the spillage or leakage, or as promptly as reasonably possible. 17.2 Litter The Contractor shall be required to pick up any and all litter (including any glass spillage) caused by the provision of services in connection with this Contract. 17.3 Odor The Contractor shall maintain collection equipment to minimize unpleasant odors. SECTION 18: RECORDKEEPING, REPORTING, AUDITED FINANCIAL STATEMENTS, AND REPORTING FORMAT 18.1 Recordkeeping The Contractor shall create, maintain, and make available records that are reasonably necessary to: (i) Document Recyclable Material and Residential Solid Waste deliveries by time delivered to facility, the Municipal Solid Waste disposal fee per ton, the Recyclable Material Facility processing fee cost per ton, and other information as requested by Contract Administrator. (i i) Document any Hazardous Waste including the source, tonnage, date received, Disposal Facility, and other information as requested by the Contract Administrator. A monthly and annual summary shall also be submitted to the City. A yearly report of the Out -of -City Residential Service Units. IN (iv) Such other documents and reports as the City may reasonably require to verify compliance with the Contract or to meet the City's reporting requirements with the State of Texas. All of Contractor's records shall be available to City and its representatives at reasonable times and places throughout the term of this Contract. 18.2.1 Initial Reports 18.2.1.1 Transition Plan Upon execution of this Contract, Contractor shall submit to the Contract Administrator for approval a transition plan for the commencement of Commercial Services. In the transition plan, Contractor shall detail: (i) The timeline for the transition of all Commercial Units from their current provider of Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service to the Contractor. (ii) The staging and provision of initial Containers to Commercial Customers. No later than one year prior to the expiration or termination date of this Contract, the Contractor shall submit to the Contract Administrator for approval a transition plan, consistent with the transition support requirements as set forth in this Contract. In the transition plan, Contractor shall detail: (i) The transition from the Contractor to subsequent person(s) or the City providing Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service upon expiration of the initial term or optional renewal term; and, (ii) The transition from the Contractor to subsequent person(s) or the City providing Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service upon termination of the Contract. 18.2.1.2 Hazardous Waste and Special Waste Contingency Plan The Contractor shall submit to the Contract Administrator for approval a Hazardous Waste and Special Waste contingency plan. The plan shall detail what actions shall be taken by the Contractor upon discovery of Hazardous waste and/or Special Waste to a facility. Contractor shall include in the plan a copy of signed contract(s) with a permitted Hazardous Waste and Special Waste Transporter(s) to handle any Hazardous Waste and Special Waste discovered at the facility. The plan shall comply with all State and Federal Regulations regarding the handling of Hazardous Waste and Special Waste. Contractor shall submit all monthly reports, including bills, to the Contract Administrator within seven (7) calendar days following the end of each calendar month. Monthly reports are those described in this Section 18. Im 18.2.3 Annual Reports Contractor shall submit all annual reports to the Contract Administrator on or before February I of each contract year. Annual reports are those listed in this Section. In addition, Contractor shall provide the Contract Administrator with a copy of any annual financial audit performed for Contractor. 18.2.4 Report Format Within thirty (30) calendar days of the execution of this Contract, the Contractor shall submit to the Contract Administrator for its approval the format and sample contents of the records to be maintained and the reports to be generated in fulfillment of the requirements of the Contract. Contractor shall submit all reports in electronic and hard copy format approved by the Contract Administrator. SECTION 19: CITY INSPECTION RIGHTS 19.1 City's Right to Inspect Records, Books, Data and Documents Upon twenty-four (24) hours notification to Contractor, the City or any of its duly authorized representatives shall have access to all books, records, data and documents of the Contractor for inspection, and audit, at City's expense. PH111 I Bloom The City or any of its duly authorized representatives shall have access to inspect Contractor's facilities and facilities which receive the City's Municipal Solid Waste, including the Disposal Facility, the Recyclable Materials Facility, and equipment and perform such inspections, as City deems reasonably necessary, to determine whether the services required to be provided by Contractor under this Contract conform to the terms hereof. City shall conduct the inspection of facilities and equipment during regular hours of operation. Contractor shall make available to City all reasonable facilities and assistance to facilitate the performance of inspections by City's representatives. SECTION 20: SERVICES RATES The Residential Services Rate is the sum of money per Residential Customer paid each month by the City to the Contractor for the provision of Residential Services. The Residential Services Rate is composed of three separate components, to wit: the Fuel Component, the Disposal Cost Component, and the Operations, Overhead and Profit Component. The Residential Services Rate shall be fixed at $16.37 until September 30, 2022. After September 30, 2022, the Contractor may request a change in the Residential Services Rate in accordance with the terms set forth therein and the formulas set forth below. 1111111-1 1 111 111F11111 11 lj1!1j11!1l:l1; 11! I j, 1, , I M LITERT-a The Cost of Fuel is based on the Department of Energy ("DOE") Diesel Fuel price index, less a 5% discount for volume purchases. The Fuel Component of the Residential Services Rate is calculated by multiplying the total monthly average fuel consumption for the PrOTITTS-Varn7c 12� =V97 T ren ZY =111T TV =19, number of Residential Service Units combined with the number of Out -of -City Residential Service Units • the "units"). The following is an example calculation • the Fuel Component of the Residential Services Rate: (i) The previous twelve (12) month average fuel consumption equals 15,101 gallons; (ii) The Cost of Fuel [DEO Diesel Price Index ($3.00) less a 5% ($0.15) discou for volume purchases] per gallon equals $2.85; and i (iii) The number of units is the number • Residential Service Units (21,278) plus the number • Out -of -City Residential Service Units (9,560), for a total of 30,838 units. Formula: (15, 101 gallons) X ($2.85 per gallon) / (30,838 units) equals $1.40. Therefore, the Fuel Component ofthe Residential Services Rate in the example calculation above is $1.40. The numbers in the example above are based upon the historical data. N MY" I it of Municipal Solid Waste at the Solid Waste Facility and dispose/deliver Recyclable Material at the Recyclable Material Facility. The Disposal Cost Component of the previous we ve mon hs, mu ip ie y e ac ua isposa e iver cos er o by the total number of Residential Service Units. The following is an example calculation of the Disposal Component of the Residential Service Rate: (i) The monthly average of the number of tons of Municipal Solid Waste delivered to the Solid Waste Facility in the previous twelve (12) months equal 3,547; (ii) The actual disposal cost per ton of Municipal Solid Waste equals $32.80/ton; (iii) The monthly average of the number of tons of Recyclable Material delivered to the Recyclable Material Facility over the previous twelve (12) months equals 556; (i The actual d isposal/del i very cost per ton of Recyclable Materials equals $32.80/ton; The number of units is the number of Residential Service Units (21,278) plus the number of Out -of -City Residential Service Units (9,560) for a total of 30,838 units. Formula: (3,547 tons) X($32.8alton) 1 (556 tons) X($32.80,,ton) f` (30,838 units) equals $4.36 W Therefore, Disposal I' Component I the Residential Services Rate in the example I'r1n above is $4.36 The numbers example above are based upon historical /,ir/' The Operations, Overhead and Profit Component is intended to cover all other direct aniol • # • Cititr2atr •* �Pr*viiiixg . R • • I 1 R # For the purposes of establishing the Residential Services Rate, the Contractor and City hereby agree that the Operations,Overhead and P# # •# IR agreement of the parties as set forth in a Residential Services Rate after September 30, Qscerations. Overhead and Profit ComLionent magi be modified from time to timCAA mutual .. R. . f # • R• ,. •r # •# Sectionsand the Operations, Overhead and Profit Component. The following is an example calculation of the Residential Service Rate using the rates from the example calculations in 1 1' 1 the actual amountof Operations,.• and Profit Component set • # 1 4 (i) Fuel Component $1.44 (ii) Disposal Cost Component $4.36 �� Ferations, Overhead and Profit Component Mg. EXAMPLE TOTAL RESIDENTIAL SERVICES RATE 1 1 Firlrl 1 components of the Residential Service Rate. Specifically, Contractor agrees to maintain accurate records of its monthly fuel consumption, and the number of tons of Municipal Solid Waste and Recyclable Material delivered to the appropriate facility each month. Service Units. Each party grants to the other party reasonable rights to inspect and audill the aforesaid records. ' The Downtown Commercial District Services Rate is the sum money per Downtown Commercial District Customer paid each month by the City to the Contractor for the provision of Downtown Commercial District Services. The Downtown Commercial District Services Rate determined based upon the business classification of the Customer and the square footage of the business is calculated as follows: --------------------------------------------------------- lKell - Sq. ft. Classification 10 0 - Service Rate per month Large Office 65 0 1 o r m o r e ---------- ---- --------- Small Retail and Services 3000 or less ------------------------------------------------------------------------------------- - - — --- ------ ------------------ Large Retail and Services 3001 or more ------------------------ Small Restaurant --------------- 1600 or less - -- — - - - - - - - - -------------------------- Medium Restaurant - — - - -------------------------------- Large Restaurant 3001 or more - - ------------------------------------------ ----- - ------- ---------------------------------------------- - ----------- oil 2501 or more - ------------------- JfUll kSCC dLLUU117t7jM'fff7R—Y-'1 F t W1 Rt for Commercial Customers"). The rates set forth in Exhibit 4" are monthly, unless otherwise specified, and are subject to change, but only by contract terms and conditions and approval of the City Council as set forth in Section 2 1. After September 30, 2023, the Contractor forth in Section 21.2 below. SECTION a OF THE SERVICES RATES 21.1 Residential Services and Downtown Commercial District Services Rate Ad -ustmew W I CyrISCU ialy's, oruinarices, reglIaLlons, and for other similar reasons. The CPl-U as published by the U.S. Bureau of Labor Statistics for July 2021 shall be the base CPl-U utilized for the purposes of calculating a proposed rate adjustment. The Contractor's petition shall specifically identify the reasons for the requested adjustment, and its impact upon the Contractor's cost of operations, in unit terms, with an explanation of the methodology used to calculate such impact. The City may request additional information it considers necessary to evaluate the requested adjustment. The City shall not unreasonably refuse to grant Contractor's petition for reasonable adjustments to the Residential Services Rate and the Downtown Commercial District Services Rate. 21.2 Commercial Services Rate Ad*ustments Contractor may petition the City for reasonable adjustments to the Commercial Services Ra. - 1� based on inflation as demonstrated by the CPl-U. The Contractor's petition shall specifical [KIM 11,1.11 IVAN wilmr-Ign# i6^ W1911 113sillpilhi I W for September 2022 shall be the base CPI-U utilized for the purposes of calculating a propos rate adjustment. The City may request additional information it considers necessary to evalua the requested adjustment. The City shall not unreasonably refuse to grant Contractor's petition reasonable CPI-U adjustments to the Commercial Services Rate. The Contractor shall not reque a Commercial Services rate adjustment more than once within a twelve (12) month period. In t TACAltu-N-4 - . - right to terminate this Contract as it pertains to the provision of Commercial Services only, wi twelve (12) months written notice to the City. I in the event of a significant or unusual increase in costs beyond the control of Contracto i Contractor may petition the City for an adjustment to the Residential Services and Commerci 0 Rates based upon significant increases in costs to Contractor. Contractor's petition must speci in detail the reasons for the requested adjustment and a detailed analysis on the impact Contractor's cost of operations, with an explanation of the methodology used to calculate su I impact. The City may request additional information it considers necessary to evaluate t requested adjustment. The City shall not unreasonably refuse to grant Contractor's petition f reasonable adjustments to the Residential and Commercial Services Rates. 22.1 Customer List tym - - •- - •- •- - - - - TM%11 Facility Services and Downtown Commercial District Services and Commercial Services. The City shall provide Contractor with a Customer list for Commercial Services upon execution of this Agreement, including al I information necessary for Contractor to identify all service locations. Contractor will report in writing to the Contract Administrator any Cart(s) or Bulk Waste placed at the curbside of a Residential Waste Service Unit, City Facility, business located in the Downtown Commercial District, or a Commercial Unit that is not on the then current Customer List, and Contract Administrator will thereafter update the Customer List as applicable. Regardless of the Customer List, Contractor shall provide services to all Residential Services Units, City Facilities, the Downtown Commercial District, and Commercial Units. The City shall bill Residential Service Units as identified on the Customer List for the City Council. For additional Bulk Waste Services, the Contractor shall bill Residential Service Units for additional Bulk Waste Services in accordance with the mutually agree,,i upon rate established by the Contractor and the Residential Service Unit. M The Contractor shall at its sole expense provide City Facility Services. The Contractor shall not bill the City, co-sponsors, or any other person for City Facility Services. 22.2.3 Downtown Commercial District The City shall bill businesses located in the Downtown Commercial District as identified on the Customer List for the Downtown Commercial District in accordance with the rate structure established herein. 22.2.4 Commercial Services The Contractor shall bill all Commercial Customers directly on a monthly basis for services to be provided the following month in accordance with the rate structure established herein. No billing services for Commercial Customers shall be performed by the City. Contractor shall have the right to suspend services for any Customer for non-payment. Contractor has the right to include a line item in its billing to Commercial Customers for Franchise Fees, however, all amounts collected by Contractor from Commercial Customers for Franchise Fees shall be included in the Contractor's Gross Receipts 'F**M 0-2.3.1 Payment to Contractor On or prior to the 151h of each calendar month, the City shall pay to Contractor the Residential Services Rate for each Residential Unit and the Downtown Commercial that has paid the City's fee for collection of refuse and recycling services during the previous month, Any char es for additional work outside the scopp._t eement shall be submitted to the City for approval prior to the commencement of the work. SECTION 23: COMPLIANCE WITH LAWS AND REGULATIONS The Contractor understands, acknowledges, and agrees the applicability of the American with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplacs Act of 1989. Pursuant to the provisions of A.R.S. §41-4401, the Contractor warrants to the City that the Contractor and all its subcontractors are in compliance with all Federal Immigration laws and regulations that relate to their employees and with the E-Verify Program under A.R.S. A breach of this warranty by the Contractor or any of its subcontractors will be deemed a material breach of this Contract and may subject the Contractor or subcontractor to penalties up to and including termination of this Contract or any subcontract. The City retains the legal right to inspect the papers of any employee of the Contractor or any subcontractor who works on this Contract to ensure that the Contractor or any subcontractor is complying with the warranty given above. The City may conduct random verification of the employment records of the Contractor and any of its subcontractors to ensure compliance with this warranty. W The City will not consider the Contractor or any of its subcontractors in material breach of this Contract if the Contractor and its subcontractors establish that they have complied with the employment verification provisions prescribed by 8 USCA §1324(a) and (b) of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. §23-214(A). The "E-Verify Program" means the employment verification pilot program as jointly administered by the United States Department of Homeland Security and the Social Security Administration or any of its successor programs. �illillillillillillilliilill�l 11 iiiiiiII17to?tgjrp and all of its subcontractors who provide services under this Contract or any subcontra "Services" are defined as furnishing labor, time or effort in the State of Texas by a contractor subcontractor. Services include construction or maintenance of any structure, building transportation facility or improvement to real property. I TIM VIM I 110M i FAAAAERRIIII —Iffino .1r. 1 Contractor will comply with applicable laws, statutes, codes, rules and regulations related to or prohibiting discrimination in employment in the performance of its work under this Contract. TOM Contractor is required and hereby agrees by execution of this Contract to pay all employees not less than the Federal minimum wage and to abide by other requirements as established by the Congress of the United States in the Fair Labor Standards Act, as amended from time to time. •W7717#—Irt TTMM M1971 7, 6MMITMMIFTMIRTMER at fill civist t, I to the City or the customer. Contractor shall submit all public education notices to the Contract Administrator for approval. Contractor will at no time place public education notices inside customers' mailboxes. Contractor shall not distribute any public education notices within the City without written approval from Contract Administrator. Contractor shall develop, print, and distribute, at Contractor's own expense, a Program Introduction Notice for each Residential Service Unit and Commercial Service Unit for which Contractor delivers a Bin, Cart, and/or Container. IMMIN i IRWIN 111 iiiiil:1111 II III 1 11 1 Contractor shall develop, print, and distribute, at Contractor's own expense, an Unacceptable Set -Out Notice. The Unacceptable Set -Out Notice shall be approved M The Unacceptable Set -Out shall include (a) the date (b) reason for non-collectio and (c) Contractor's customer service telephone number, and (d) any oth information the City requests. Contractor shall attach the original Unacceptab Set -Out Notice via a non -adhesive means to the Bin.. Cart- or Container, *M111111W.141 shall take a digital photo of the Set -Out that receives an Unacceptable Set-0 Notice. Contractor shall maintain copies of Unacceptable Set -Out Notices digital photos in a format Contractor can immediatel retrieve of a requested no] Tr pnoto ffn7rr=JTJJJ pro,' InacceplaDle Out Notices as set forth in this Contract. SECTION 25: OWNERSHIP OF SOLID WASTE, BULK WASTE, RECYCLABLE MATERIALS AND CONSTRUCTION AND DEMOLITION W,,J,LSTE Title to Solid Waste, Bulk Waste, and Construction and Demolition Waste shall pass to the Contractor once the Contractor takes possession of the materials. Title to Recyclable Material shal I remain with the City until the Recyclable Materials are delivered to the Recyclable Material Facility at which time title passes to the Recyclable Materials Facility operator. The risk of loss to After the risk of loss passes to Contractor, if any Recyclable Materials are lost, damaged, or scavenged, Contractor shall be liable to the City for that sum of funds that would have been paid to the City in accordance with the provisions of this Contract. axlw To the fullest extent permitted by law, the Contractor shall and does herby fully and complete indemnify and hold harmless the City and its Officers, Directors, Agents and Employees from a against any and all claims, costs, demands, suits, judgments, damages, losses and expens including, but not limited to, reasonable allorney's fees, and interest, arising directly or indirect out of or resulting from the willful or negligent acts or omissions of the Contractor in t performance or failure to perform the work required under this Contract for any and all injuri elil e including death, to persons and any and all damage to personal or real property. This obligati( shall not be construed to negate or reduce any other right or obligation of indemnity that wou 0 otherwise exist. This indemnification and hold harmless requirement shall not be limited by ar limitation on the amount or type of damages, compensation or benefits payable by or for d - contractor or any subcontractor under any workers compensation acts, disability benefit acts I other employee benefit acts. The Contractor shall procure and maintain, during the life of this Contract insurance coverage listed below. If Federal, State or local law requires a higher insurance limit, Contractor shall procure and maintain the policy limit as specified by the applicable law. (i) Worker's Compensation Insurance - on behalf of itself, its partners, and all employees employed directly or indirectly by the Contractor who are to provide 2 service under this Contract of limits no less than as required law. "i 3= WMI 11MT #I I ity: (no pollution exclusion •# is permitted) 2. Property Damage • • automobile) 3. • Aggregate: Automobile • HG=3-21�0 Yw, 111,41k,11ITIA I-PWRITY-F $2,000,000.00 III oil I off off ..I I I • - Wn"7o0Tr7A?#rc7yrY7 i fm j r �C�Ili placed with insurance carriers approved and licensed by the State of Texas and meet minimum financial A.M. Best & Company rating of no less than "Excellent": VII. Contractor shall file certificates of insurance meeting the requirements as set forth herein with the City prior to execution of this Contract. In addition, Contractor shall be solely responsible to maintain that all certificates of insurance are up to date as filed at the City. Failure of the Contractor to fully comply with the requirements set forth herein regarding insurance may be considered a material breach of this Contract and may be cause for termination • this Contract. No changes are to be made to these specifications without prior written approval by the City. Approval of the insurance by the City shall not relieve or decrease the liability of the Contractor for any damages arising from Contractor's performance of services provided herein. All policies required herein, unless approval is given by the City, are to be written on an occurrence basis, shall name the City as additional insured as their interest may appear under this Contract, and the insurer shall agree to waive all right of subrogation against the City. Insurance requirements itemized in this Section required by Contractor shall be provided by or in behalf of all subcontractors to cover their operations performed. The Contractor shall be held responsible for any modification, deviation, or omissions in these insurance requirements as they apply to all subcontractors. Apply separately to each insured against whom claim is made and suit is brought, except with respect to the limits of the insurer's liability. fii) Be endorsed to state that coverage shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) calendar days prior written notice by certified mail, return receipt requested, has been given ts, Contract Administrator. W (iii) The City shall retain the right at any time to review coverage, form and amount of (iv) The procuring of such required policy or policies of insurance shall not be construed to limit the Contractor's liability to fulfill the indemnification provisions and requirements of this Contract. Notwithstanding said policy or policies of insurance, Contractor shall be obligated for the full and total amount of any damages, injury or • 1' by negligence or + connected • affected(v) The Contractor shall be solely responsible for payment of all premiums for insurance contributing to the performance of this Contract and shall be solely responsible for the payment of all deductibles to which such policies are subject, whether or not the City is an insured under the policy. (vi) Claims made policies will be accepted for professional and hazardous materials liability coverage and such other risks as are authorized by the City. All such policies contributing to the satisfaction of the insurance requirements herein sha I I have an extended reporting period option or automatic coverage of not less than two years. If provided an option, the Contractor agrees to purchase the extended reporting period coverage on cancellation or termination unless a new policy is with a retroactivedate,• policy year. kvii) Certificates of Insurance evidencing claims made or occurrence form coverage and conditions to this Contract, as well as the City's Contract number and description of work, are to be received and approved by the Contract Administrator and th* City Risk Manager prior to Commencement Date and no more than thirty (30) calendar days prior to expiration of the insurance when applicable. All insuranos certificates shall be received and approved by Contract Administrator before th* Contractor will be allowed to commence or continue# Contractor agrees that within ten (10) days after the execution of this Contract, Contractor sh make, execute, • deliverto the City a +:##• and sufficient Performance Bond in ,: form ,•• • by the Contract Administrator, to secure the full, complete and faithful performance of the te and conditions herein. Such Performance Bond shall be in the amount of one hundred and fi thousand dollarsand shallf • •' # - • Contract. The Performance Bond shall be signed by • or Officerof •, • •# • • • # • • , shall be a surety company duly authorized to do business in the State of Texas; having an "A" better rating by A. M. Best or Standard and Poors; included on the list of surety compani approved by of • States of , • acceptable to Contra Administrator • the IN This Contract and any permits required for performance of the Contract may not be assigned, subcontracted, conveyed, or otherwise disposed of without the written permission of the City, which will not be unreasonably withheld. No such assignment or subcontracting shall relieve Contractor of its liability under this Contract. In the event Contractor elects to use any satisfactory and acceptable performance under any awarded Contract. SECTION 30: TAXES Contractor shall be responsible for and shall pay all sales, consumer, use, and other taxes. When equipment, materials or supplies generally taxable to the Contractor are eligible for a tax 16hiij j . jjjWjj- J,iTtragor wwiiiii 0"i m 61 wo iN066 6A W iiiii. aiiii-mi. i mi or credited to City. SECTION 31: FORCE MAJEURE, Except for any payment obligation by either party, if the City or Contractor is unable to perform, or is delayed in its performance of any of its obligations under this Contract by reason of any event of force majeure, such inability or delay shall be excused at any time during which compliance therewith is prevented by such event and during such period thereafter as may be reasonably necessary for the City or Contractor to correct the adverse effect of such event of force majeure. they delay the City or Contractor from performing any of its obligations (other than payment obligations) under this Contract: (i) Acts of God, tornadoes, hurricanes, floods, sinkholes, fires, and explosions (except those caused by negligence of Contractor, its agents, and assigns), landslides, earthquakes, epidemics, quarantine, pestilence, and extremely abnormal and excessively inclement weather; • (ii) Acts of public enemy, acts of war, terrorism, effects of nuclear radiation, blockades, insurrection, riots, civil disturbances, or national or international calamities. In order to be entitled to the benefit of this Section, a party claiming an event of Force Majeure shall be required to give prompt written notice to the other party specifying in detail the event of Force Majeure and shall further be required to use its best efforts to cure the event of Force Majeure. The parties agree that, as to this Section, time is of the essence. SECTION 32: DEFAULT 32.1 Events of Default The occurrence of any of the following shall constitute an "Event of Default" by. Contractor hereunder: (a) The failure of Contractor to pay when due any sum of money provided herein, provided such failure continues for more than five business days after Contractor receives written notice from City that such installment is due. M (b) The breach by Contractor of any other covenant, condition, or agreement required to be performed or observed hereunder, if such breach has not been cured within thirty (30) days of delivery of notice of such breach to Contractor by City, unless such breach, by its nature, cannot be cured within such thirty (30) day period, in which case so long as Contractor is diligently proceeding to cure such breach and is making reasonable progress in effectuating a cure, it shall not be deemed to be an Event of Default. (c) The occurrence of an Act of Bankruptcy, provided that with respect to the filing of an involuntary petition in bankruptcy or other commencement of a bankruptcy or similar proceeding against Contractor, such petition or proceeding shall remain undismissed for ninety (90) days. 32.2 'Remedies of the City on Default (a) If any Event of Default shall have occurred and be continuing, City may, in its own name and for its own account, without impairing the ability of City to pursue any other remedy provided for in this Contract now or hereafter existing at law or in equity or by statute, institute such action against Contractor as may appear necessary or desirable to collect such amounts then due under this Contract, or to enforce performance and observance of such covenant, condition or obligation of Contractor hereunder, or to recover damages for Contractor's non-payment, non- performance or non -observance of the same. (b) Upon the occurrence of any Event of Default and during the continuance thereof, City may (i) by giving Contractor written notice upon the occurrence of any Event of Default described herein declare this Contract to be terminated, (ii) exclude Contractor from continuing to collect Municipal Solid Waste, Bulk Waste and Recyclable Materials; and (iii) take whatever action at law or in equity as may appear necessary or desirable to collect any amounts then due, to enforce performance and observance of any covenant, condition or obligation of Contractor hereunder, or to recover damages for Contractor's nonpayment, non-performance or non -observance of the same. (c) Contractor shall pay all of City's reasonable fees and expenses, including reasonable attorneys' fees, in enforcing any covenant to be observed by Contractor or pursuing any remedy upon an Event of Default. 0 D[OWN [91CIRM 11 R! WWIf MIL TINT17114" pclllllllllll NIPPON 11 1111 rn 1 , 1• IN" , 6 if not impossible, of being appropriately remedied by award of damages because of the nature of the obligations to each other hereunder. Therefore, the parties agree that in addition to any other remedy that they have in law or equity that they shall be entitled to the remedies of specific performance, mandamus, and iniuncti-oiiin-tli-e—e"-t-t-nLa-xy-hima-rA of any obligation by any party under this Contract. The parties hereby waive any requirement that they be required to provide any bond or other surety in order to obtain any of the agreed upon remedies. kR -ruffieVIT-tysp FrLX promptly entering into negotiations in good faith. The parties agree that they will not refer zny dispute to another dispute resolution procedure including mediation or litigation until they have first made reasonable and good faith efforts to settle their differences by joint negotiations conducted in a timely manner. 33.3 Agreement to Mediate If any dispute cannot be resolved through good faith negotiation, then the parties shall endeavor to resolve the dispute by mediation as provided herein. �Ou 411"11,1111 In the event that a dispute is not resolved as a result of such negotiations, either party may at any time give formal written notice to the other party of a "claim." A "claim" as used herein means a demand or assertion by one of the parties (the "claimant") seeking, as a matter of right, adjustment or interpretation of contract terms, the payment of money, an extension of time for performance or other relief with respect to the terms of this Contract or any other dispute or matter in question between the parties arising out of or related to this Contract. Such notice shall be in writing. After such notice is given, the dispute resolution procedure provided for below shall immediately enter into effect. 33.5 Performance During Mediation The claimant shall continue with performance under this Contract pending mediation of the dispute. 33.6 Appointment of Mediator Promptly following the making of a written claim by either party, the parties will consub with one another to agree on the appointment of a mediator acceptable to parties. The (5) business days the parties are unable to agree on the appointment of a mediator, then either party may request the appointment of a mediator by the Center for Public Policy Dispute Resolution at the University of Texas at Austin School of Law. The parties shall endeavor to secure such a!Wointment from the within ten (10) business days after the request for same is made. The parties agree to utilize the mediator appointed by the Center unless they ultimately reach agreement on an alternative selection and give notice to the Center that another selection has been made by agreement. f ka) The mediator shall be impartial and shall have no conflict of interest. (b) The mediator shall not have any past, present or anticipated financial interest in this Contract except for the payment for services as mediator nor shall the mediator -0 have been previously employed or acted as a consultant, attorney, employe mploye Y JA su Q10111riag of eiQer g6% -mor �ave a-t. 441- -M 1pawt-LU-1 le —,c TE-17NUEMM Lne-en&atement the mediator is finalized, the mediator shall provide to the parties a disclosu I statement containing a resume of experience, and a description of past, present anticipated future relationships to the parties, their engineers, contractor] subcontractors, attorneys, architects, or consultants. (c) The mediation shall be held at a time and location mutually agreeable to the parties and the mediator provided, however, that the mediation shall commence no later than fifteen (15) business days following the confirmation of appointment. (d) At least ten (10) business days prior to the mediation, the claimant shall submit to the other party and the mediator a statement of the claimant's position, the issues that need to be resolved, and a summary of the arguments supporting the claimant's position. At least two (2) business days prior to the mediation, the other party shall submit its written response to the claimant's statement and provide a summary of its arguments in response. (e) If the parties agree that independent expert or technical advice would be helpful in facilitating a negotiated resolution of the dispute, the mediator may make arrangements to obtain such advice, and may, with the agreement of the parties, make arrangements for an independent expert to render a non -binding advisory opinion with respect to any technical matters in dispute after hearing the contentions of the parties with respect thereto. The expenses of obtaining such independent advice or advisory opinion shall be borne equally by the parties. (f) No party shall engage in any private interview, discussion or argument with the mediator concerning the subject matter of the mediation. (g) The fees of the mediator and any other costs of administering the mediation shall be borne equally by the parties unless otherwise agreed among them in writing. (h) The mediator may promote settlement in any manner the mediator believes appropriate at one or several mediation sessions as agreed to by the parties. The mediation shall continue only so long as desired by the parties and with the consent of all of them- (i) Mediation sessions shall be private unless otherwise required by law. Persons other than the representatives of the parties may attend mediation sessions only with the permission of both parties and the consent of the mediator. All communications made in the course of the mediation process including any advice or advisory opinions rendered shall be confidential in accordance with V.T.C.A. Civil Practice and Remedies Code, Section 154.073. 33.8 Litigation rn this Section, either party may pursue their legal and/or equitable remedies in court. W I lat anj u1spj.tVMTr9E7-6WT--- I Ing to t NIMoniract, Contractor shall continue to render service and receive compensation in full compliance with all terms and conditions of this Contract as interpreted, in good faith, by the City, regardless of such dispute. this Contract at any time whenever the service provided by Contractor fails to meet t4_2 Wit W1*4jrm0+r I'JAM'74i to Section 33 of this Contract. Upon termination, City may call the performance bond and apply the cash and surety bond for the cost of service in excess of that charged to City by the firm engaged for the balance of the Contract period. SECTION 34: DESIGNATED REPRESENTATIVE rcttiimi '# r j'Cff1-ritt0i-t* under this Contract shall be made to the Designated Representative in writing: If to the Contractor: Designated Manager Central Texas Refuse, LLC. P.O. Box 18685 Austin, TX 78760-8685 If to the City: City Manager 221 E, Main St. Round Rock, Texas 78664 • SECTION 35: MISCELLANEOUS 35.1 Succession of Agreement This Contract and the rights and obligation contained herein shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 35.2 Survival Any rights either party may have in the event it terminates this Contract pursuant to th* terms hereof shall survive such termination. 35.3 Joint Preparation The preparation of this Contract has been a joint effort of the parties, and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 35.4 No Penalties No provision of this Contract is to be interpreted as a penalty upon any party to this Contract. The parties hereby agree that the rights of the City in the event Contractor takes or fr,-.L desire such certainty with regard to such matters. Nothing contained in this Contract shall constitute or be construed to be or create a partnership, joint venture or any other relationship between Contractor and City. 35.6 Further Assurance Contractor and City agree to execute, acknowledge and deliver and cause to be done, executed, acknowledged and delivered all such further documents and perform such acts as shall reasonably be requested of it in order to carry out this Contract and give effect hereto. According forth in this Contract, the parties declare their intention to cooperate with each other in effecting the terms of this Contract. 35.7 Time of the Essence For purposes herein, the parties agree that time shall be of the essence of this Contract and the representations and warranties made are all material and of the essence of this Contract. 35.8 Captions and Section Hea Captions and Sections headings contained in this Contract are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this Contract, nor the intent of any provision hereof. 35.9 No Waiver anj MFT onrF=.=MTfYecTIve On ess it is in writing, signev by the party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver. 35.10 Entire Agreement and Modification This Contract constitutes the entire understanding and agreement between the parties ani may not be changed, altered or modified except by an instrument in writing signed by all parties against whom enforcement of such change would be sought. ILI 35.11 Severabilfty In the event that any provision of this Contract shall, for any reason, be determined to be invalid, illegal, or unenforceable in any respect, the parties hereto shall negotiate in good faith and agree to such amendments, modifications, or supplements of or to this Contract or such other appropriate actions as shall, to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the parties as reflected herein, and the other provisions of this Contract shall, as so amended, modified, or supplemented, or otherwise affected by such action remain in full force and effect. 35.12 Knowledge Contractor agrees that it has investigated and examined all streets, alleys, overhead trees, wires and such other conditions and requirements of the City that may affect its full and complete performance of this Contract and enters into this Contract giving completed such investigations and examinations to its full satisfaction and solely relying on such investigations and examinations. 35.13 Appendices All Appendices attached hereto contain additional terms of this Contract and are incorporated into this Contract by reference. Typewritten provisions inserted in this form or attached hereto shall control all printed provisions in conflict therewith. 35.14 Governing Law This Contract shall be construed and interpreted according to the laws of the State of Texas and venue with respect to any litigation shall be Williamson County, Texas. 35.15 Attorney Fees The prevailing party in any litigation related to this Contract shall be entitled to recover from the non -prevailing party the reasonable attorneys' fees and costs incurred by such prevailing party in connection with such litigation. 35.16 Authorization Each party hereby warrants and represents that it has full power and authority to enter into and perform this Contract, and that the person signing on behalf of each has been properly authorized and empowered to enter this Contract. Each party further acknowledges and agrees that it has read this Contract, understands it, and agrees to be bound by it. ELI IN WITNESS WHEREOF, the parties have made and executed this Contract on the respective dates under each signature: CO RACTOR: Central Refuse, LLC. By: Manager Da lb' o' CITY: City of Roun Rock, Te s By: Craig M rgan, ayor Date: 4/ZD2/ Attest: By: q&4"& Meagan Sp• s, City t lerk Approved as o orm: By: Stephan qSheets, City Attorney 41 EXHIBIT 661" Contracted Rates for Commercial Services Mon hly Gar bage Rates Container ix 2X 3X 4X 5X 6X Extra Size d Week Week Week Week Week Week Pick-Up 2 $56.82 $113.64 $170.44 $227.26 $284.08 $340.90 $80.81 3 $68.07 $136.14 $204.21 $272.28 $340.34 $408.41 $85.86 4 $79.32 $158.65 $237.97 $317.29 $396.62 $475.94 $90.91 6 $101.83 $203.66 $305.48 $407.32 $509.15 $610.98 $101.01 8 $124.33 $248.68 $373.01 $497.34 $621.69 $746.02 $116.16 10 $142.97 $285.97 $428.95 $571.95 $714.93 $857.93 $141.41 Monthl cycling Rates Container 1X 2X 3X 4X IX 6X Extra Size d Week Week Week Week Week Week Pick-Up 2 $56.81 $113.63 $170.43 $227.25 $284.07 $340.89 $80.81 4 $79.31 $158.64 $237.96 $317.28 $396.61 $475.93 $90.91 6 $101.83 $203.65 $305.47 $407.31 $509.14 $610.97 $101.01 8 $124.32 $248.67 $373.00 $497.33 $621.68 $746.01 $116.16 Monthly Commercial Curbside Carts Rates 196 gal Garbage Cart& $16.54 196 gal Recycling Cart Each Additional Cart $16.54 Bulk Pick-Ups $25.25 a trip plus$5.05 per item Roll-Off Rates Excl ding Roll-Offs for Construction Activities Container Rate Per Delivery Additional Fee* Size c Pick-Up Fee 20 c $389.90 $75.76 $10.10 per day 30 c $479.80 $75.76 $10.10 per day 40 c $515.15 $75,767 $10.10 per day *Additional Fee is the fee charged per day if the roll-off has not been picked up i i 15 days. Containers with a Receiver Box Rates Container Rate Per Pick- Size c U 40 c $593.94 42 c $606.06 Monthly Lock Bar Price Per Container Frequency of Pick-Up Without Casters With Casters 4 yd max I Week $10.10 $20.20 2X Week $20.20 $30.30 (These rates do not include any City Franchise Fees that may be passed through to Customers and taxes imposed directly upon any Customer by the state, city or other governmental unit and collected by the Contractor.) CERTIFICATE OF INTERESTED PARTIES FORM 1295 lotl Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 it there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2021-817841 Central Texas Refuse, LLC Austin,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/28/2021 being filed. City of Round Rock Date Acknowledged: 10/28J2021 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Refuse Collection Contract Solid waste disposal and recycling Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Lavengco,Mike ALIStill,TX United States X Bracher,Benjamin Austin,TX United States X Young, Tammy Austin. TX United States X 5 Check only if there Is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (City) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the-day of_,20 (month) (year) Signature of authorized agent of contracting business entity Forms provided by Texas Ethics Commission vvww,.ethics.state.tx.us Version V1.1.191b5cd CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2021-817841 Central Texas Refuse, LLC Austin,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/28/2021 being filed. City of Round Rock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Refuse Collection Contract Solid waste disposal and recycling 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I intermediary Lavengco, Mike Austin,TX United States X Bracher, Benjamin Austin, TX United States X Young,Tammy Austin, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION /y/ My name is /la'I'Y!/yf /yGL/� and my date of birth is My address is 93i� r-m (Q /1,;2 us, . (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. T Executed in I f'0-0 County, State of on the C2 Oday of�r�,20�. (month) (year) Signature of au o ed ag to ontracting business entity (Decl ran Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc i