Contract - Central Texas Refuse - 11/22/2016 i
REFUSE COLLECTION CONTRACT
between
CITY OF ROUND ROCK, TEXAS
and
CENTRAL TEXAS REFUSE, INC.
DBA "ROUND ROCK REFUSE"
00362510/ss2
TABLE OF CONTENTS
SECTION 1:RECITALS INCORPORATION..................................................1
SECTION 2: DEFINITIONS..............................................................................1
SECTION 3: REPRESENTATIONS .................................................................7
3.1 Representations by City..........................................................................7
3.2 Representations by Contractor................................................................8
SECTION 4: GRANT OF FRANCHISE ...........................................................8
SECTION 5: EFFECTIVE DATE AND TERM OF CONTRACT...................9
5.1 Effective Date.........................................................................................9
5.2 Term of Contract.....................................................................................9
5.2.1 Initial Term.......................................................................................9
5.2.2 Automatic Renewal...........................................................................9
5.2.3 Termination Notice...........................................................................9
SECTION 6: MUNICIPAL SOLID WASTE SERVICES,BULK WASTE
SERVICES AND RECYCLING SERVICES..............................................9
6.1 Municipal Solid Waste Services,Bulk Waste Services and Recycling
Services for Residential Service Units....................................................9
6.1.1 Municipal Solid Waste Services for Residential Service Units........9
6.1.2 Bulk Waste Services for Residential Service Units..........................9
6.1.3 Recycling Services for Residential Service Units ..........................10
6.2 Municipal Solid Waste Services,Bulk Waste Services and Recycling
Services for City Facilities and Municipal Solid Waste Services for City
Events....................................................................................................10
SECTION 7: COLLECTION, DISPOSAL,AND PROCESSING LOCATION
.....................................................................................................................10
7.1 Collection Location...............................................................................10
7.1.1 Residential Services........................................................................10
7.1.2 City Facility Services......................................................................10
7.2 Municipal Solid Waste Disposal Location...........................................10
7.3 Recyclable Materials Processing Location and Tipping Fee................11
7.4 Bulk Waste Processing Location..........................................................11
SECTION 8: COMMINGLING OF RESIDENTIAL SERVICES MATERIALS
AND DISPOSAL OF RECYCLABLE MATERIALS PROHIBITED......11
8.1 Commingling of Residential Services Materials Prohibited.................11
8.2 Disposal of Recyclable Materials Prohibited........................................l l
SECTION 9: INSPECTION OF SET-OUTS AND UNACCEPTABLE SET-
OUTS..........................................................................................................11
9.1 Contractor's Right to Inspect Set-Outs.................................................11
9.2 Unacceptable Set-outs...........................................................................11
9.2.1 Reasons for Unacceptable Set-outs.................................................11
9.2.2 Procedure for Unacceptable Set-outs..............................................l l
SECTION 10: COLLECTION AND PROCESSING EQUIPMENT..............12
10.1 Collection Equipment.....................................................................12
10.1.1 Collection Vehicles...................................................................12
10.1.1.1 Appearance of Collection Vehicles ..........................................12
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10.1.1.2 Age of Collection Vehicles.......................................................12
10.1.1.3 Purchase, Operation,Maintenance, Storage and Replacement of
Collection Vehicles...............................................................................12
10.1.2 Carts..........................................................................................12
10.1.2.1 Purchase,Delivery, and Initial Distribution of Carts................12
10.1.2.2 Staging for Initial Distribution,Distribution.Excluding Initial
Distribution,Maintenance and Storage of Carts and Bins....................13
10.1.2.3 Replacement of Carts................................................................13
10.1.3 Other Collection Equipment.....................................................13
10.1.3.1 Appearance of Other Collection Equipment.............................13
10.1.3.2 Purchase, Operation, and Maintenance of Other Collection
Equipment.............................................................................................14
10.1.3.3 Replacement of Collection Equipment.....................................14
10.1.4 Ownership of Collection Equipment........................................14
10.1.4.1 Ownership Collection Equipment other than Carts..................14
10.1.4.2 Ownership of Carts...................................................................14
10.2 Disposal Facility and Recyclable Material Facility Equipment.....14
10.2.1 Scales........................................................................................14
10.2.2 Capacity and Other Facility Equipment....................................14
SECTION 11: PERSONNEL...........................................................................15
SECTION 12: HOURS OF OPERATION.......................................................16
12.1 Collection Hours of Operation........................................................16
12.1.1 Residential Services..................................................................16
12.1.2 City Facility Services................................................................16
SECTION 13: HOLIDAYS..............................................................................16
SECTION 14: CUSTOMER SERVICE OFFICE AND COMPLAINTS........16
SECTION 15: TRANSITION SUPPORT........................................................17
SECTION 16: DAMAGE TO PROPERTY.....................................................18
SECTION 17: SPILLAGE AND LEAKAGE, LITTER,AND ODOR...........18
17.1 Spillage and Leakage......................................................................18
17.2 Litter.............................................................................................'...18
17.3 Odor................................................................................................18
SECTION 18: RECORDKEEPING,REPORTING,AUDITED FINANCIAL
STATEMENTS,AND REPORTING FORMAT.......................................18
18.1 Recordkeeping................................................................................18
18.2 Reporting.............:...........................................................................19
18.2.1 Initial Reports........................................................I....................19
18.2.1.1 Transition Plan..........................................................................19
18.2.1.2 Hazardous Waste and Special Waste Contingency Plan..........19
18.2.2 Monthly Reports.......................................................................19
18.2.3 Annual Reports.......:.................................................................20
18.2.4 Report Format...........................................................................20
SECTION 19: CITY INSPECTION RIGHTS .................................................20
19.1 City's Right to Inspect Records,Books,Data and Documents......20
19.2 City's Rights to Inspect Facilities and Equipment.....................:....20
SECTION 20:RESIDENTIAL SERVICES RATE.........................................20
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20.1 Residential Services Rate................................................................20
20.2 Fuel Component of the Residential Services Rate..........................20
20.3 Disposal Cost Component of the Residential Services Rate ..........21
20.4 Operations, Overhead and Profit Component.................................22
20.5 Residential Services Rate................................................................22
20.6 Accurate Records and Audits..........................................................22
SECTION 21: ADJUSTMENT OF THE RESIDENTIAL SERVICES RATE22
SECTION 22: CUSTOMER LIST, BILLING PAYMENT.............................23
22.1 Customer List..................................................................................23
22.2 Billing.............................................................................................23
22.2.1 Residential Services..................................................................23
22.2.2 City Facility Services................................................................23
22.3 Payment...........................................................................................23
22.3.1 Payment to Contractor..............................................................23
SECTION 23: COMPLIANCE WITH LAWS AND REGULATIONS..........23
SECTION 24:PUBLIC EDUCATION NOTICES..........................................25
SECTION 25: OWNERSHIP OF SOLID WASTE,BULK WASTE,
RECYCLABLE MATERIALS AND CONSTRUCTION AND
DEMOLITION WASTE.............................................................................25
SECTION 26: INDEMNIFICATION...............................................................25
SECTION 27: INSURANCE REQUIREMENTS............................................26
27.1 Specific Insurance Requirements....................................................26
27.2 General Requirements.....................................................................26
SECTION 28: PERFORMANCE BOND.........................................................28
SECTION 29:ASSIGNMENT AND/OR SUBCONTRACTING...................28
SECTION30: TAXES......................................................................................28
SECTION 31: FORCE MAJEURE..................................................................28
SECTION 32: DEFAULT................................................................................29
32.1 Events of Default............................................................................29
32.2 Remedies of the City on Default.....................................................29
SECTION 33: DISPUTE RESOLUTION........................................................30
33.1 Agreement Regarding Remedies....................................................30
33.2 Agreement to Negotiate First to Resolve Issues.............................30
33.3 Agreement to Mediate.....................................................................30
33.4 Presentation of Written Claim Regarding Disputes Not Resolved by
Negotiation............................................................................................30
33.5 Performance During Mediation......................................................30
33.6 Appointment of Mediator...............................................................31
33.7 Rules for Mediation........................................................................31
33.8 Litigation.........................................................................................32
33.9 Operations during Dispute..............................................................32
33.10 Right of Termination.................................................................32
SECTION 34:DESIGNATED REPRESENTATIVE......................................32
SECTION 35: MISCELLANEOUS.................................................................33
35.1 Succession of Agreement................................................................33
35.2 Survival...........................................................................................33
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35.3 Joint Preparation.............................................................................33
35.4 No Penalties....................................................................................33
35.5 Relationship....................................................................................33
35.6 Further Assurance...........................................................................33
35.7 Time of the Essence........................................................................34
35.8 Captions and Section Headings......................................................34
35.9 No Waiver.......................................................................................34
35.10 Entire Agreement and Modification.........................................34
35.11 Severability...............................................................................34
35.12 Knowledge................................................................................34
35.13 Appendices................................................................................34
35.14 Governing Law.........................:...............................................34
35.15 Attorney Fees............................................................................35
35.16 Authorization............................................................................35
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j REFUSE COLLECTION CONTRACT
i
between
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CITY OF ROUND ROCK,TEXAS
and
CENTRAL TEXAS REFUSE,INC.
DBA"ROUND ROCK REFUSE"
This Refuse Collection Contract ("Contract") is made on oy u&h,A o� d-; 2016
between: CITY OF ROUND ROCK, a Texas municipal home rule corporation, hereinafter
referred to as "City," and CENTRAL TEXAS REFUSE, INC., a corporation, hereinafter
referred to as"Contractor."
RECITALS
WHEREAS, the City and Contractor(DBA "Round Rock Refuse") entered into that one certain
Refuse Collection Contract on October 1, 1990 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; 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;
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
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include the plural, words used in,the masculine gender shall include the feminine gender, and
word used in the feminine gender shall include the masculine gender.
Act o Default or Default—Act of Default or Default shall mean an failure to timely, full and
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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
thirty five (35) gallons designed or intended to store Municipal Solid Waste with
sufficient wall strength to maintain physical integrity when lifted by the top.
Bulk Waste —Bulk Waste shall mean Municipal Solid Waste composed of materials not easily
containerized ,in a Cart, including but not limited to, brush, furniture, and large
appliances. Bulk Waste shall include Municipal Solid Waste enclosed in bags.
Bulk Waste Services — Bulk Waste Services shall mean the collection and disposal of Bulk
Waste by the Contractor and the collection and recycling of Bulk Waste pursuant to this
Contract.
Business Day—Business Day shall mean any day,Monday through Friday, except Holidays.
Cart— Cart shall mean a receptacle with wheels with a capacity of up to approximately ninety
six (96) gallons designed or intended to be mechanically dumped into a loader-packer
type truck and approved for use by the Contract Administrator.
City—City shall mean the City of Round Rock, Texas; and shall include City's elected officials,
officers, employees, agents, volunteers and representatives.
City Event — City Event shall mean an event sponsored or co-sponsored by the City and
designated by the Contract Administrator to receive City Facility Services. The Contract
Administrator has the sole authority to add or eliminate City Events to receive City
Facility Services.
City Facility — City Facility shall mean any City owned or operated facility designated by the
Contract Administrator as a City Facility to receive City Facility Services. The Contract
Administrator has the sole authority to add or eliminate City Facilities to receive City
Facility Services.
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City Facility Services—City Facility Services shall mean Municipal Solid Waste Services, Bulk
Waste Services, and Recycling Services for City Facilities and for City Events pursuant
to this Contract.
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.
Comply or Compliance — Comply or Compliance shall mean timely, fully and completely
performing or meeting each and every term, requirement, obligation, performance
criteria, duty or condition as stated in this Contract. Compliance shall not mean
substantial compliance. Substantial compliance shall be an Act of Default unless waived
by Contract Administrator solely by a written instrument.
Contract— Contract shall mean this document, including any amendment thereto agreed upon
by the City and Contractor.
Contract Administrator— Contract Administrator shall mean the City Manager of the City, or
his or her designee or designees, which shall represent the City in the administration and
supervision of this Contract.
Contractor— Contractor shall mean Central Texas Refuse, Inc., a corporation 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
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Diesel Fuel price index, less 5%5 for volume purchases
Council—Council shall mean the City Council,which is the governing body of the City.
Curbside — Curbside shall mean within five (5) feet of the street or alleyway that provides
primary access to the Residential Service Unit as designated by the Contract
Administrator.
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.
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.
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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
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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.
Hazardous Waste — Hazardous Waste shall mean any Solid Waste identified or listed as a
hazardous waste by the administrator of the United States Environmental Protection
Agency under the federal Solid Waste Disposal Act, as amended by the Resource
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 Recyclable
Material and the selling of Recyclable Material to end markets.
Municipal Solid Waste — Municipal Solid Waste shall mean Solid Waste resulting from or
incidental to activities of Residential Service Units, City Facilities and City Events and
Construction and Demolition activities, including Garbage and Rubbish. Municipal Solid
Waste shall not include Hazardous Waste and Special Waste.
Municipal Solid Waste Services — Municipal Solid Waste Services shall mean collection and
disposal of Municipal Solid Waste by the Contractor pursuant to this Contract.
Operations, Overhead and Profit Component — Operations, Overhead and Profit Component
shall mean a component of the Residential Services Rate intended to cover Contractor's
profit, as well as all direct and indirect costs to Contractor of providing Residential
Services other than the Fuel Component and the Disposal Cost Component, as set forth in
Section 20.4 below.
Paper Recyclable Material—Paper Recyclable Material shall mean any:
(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
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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
plastic bottle, container,jug, or jar.
Recyclable Material — Recyclable Material shall mean Paper Recyclable Material, Plastic
Recyclable Material, Glass Recyclable Material, Aluminum and Steel Recyclable
Material that has been diverted from the nonhazardous Solid Waste stream for purposes
of reuse, recycling, or reclamation, a substantial portion of which is consistently used in
the manufacture of products that may otherwise be produced using raw or virgin
materials. Recyclable Material is not Solid Waste. However, Recyclable Material may
become Solid Waste at such time, if any, as it is abandoned or disposed of rather than
recycled, whereupon it will be Solid Waste with respect only to the party actually
abandoning or disposing of the material. Notwithstanding, neither the Contractor nor the
recyclables processor shall discard any portion of the collected single stream recyclables
unless they make up a de minimus amount included within the nonrecyclable residual
remaining after being sorted through a recyclables sorting and packaging system.
Recyclable Material Facility—Any facility the City designates for the delivery and processing
of the City's Recyclable Material.
Recycling—Recycling shall mean a process by which materials that have served their intended
use or are scrapped, discarded, used, surplus, or obsolete are collected, separated, or
processed and returned to use in the form of raw materials in the production of new
products.
Recycling Services — Recycling Services shall mean the separate collection of recyclable
materials and the delivery to Recyclable Material Facility.
Residential Customer — Residential Customer shall mean any person living in a Residential
Service Unit that produces Solid Waste and/or Recyclable Materials
Residential Service Unit — Residential Service Unit shall mean a dwelling in a single family
zoning district or a two family zoning district within the City, occupied by a person or
group of persons.A Residential Service Unit shall be deemed occupied when either water
or domestic light and power services are being supplied thereto.
Residential Services — Residential Services shall mean Municipal Solid Waste Services, Bulk
Waste Services and Recycling Services for Residential Service Units.
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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,
P p
the Disposal Cost Component, and the Operations, Overhead and Profit Component.
p p � p P
Rubbish—Rubbish shall mean nonputrescible Solid Waste (excluding ashes), consisting of both
combustible and noncombustible waste materials. Combustible Rubbish includes paper,
rags, cartons, wood, excelsior, furniture, rubber, plastics, brush, or similar materials;
noncombustible Rubbish includes glass, crockery, tin cans, aluminum cans, and similar
materials that will not burn at ordinary incinerator temperatures (1,600 degrees
Fahrenheit to 1,800 degrees Fahrenheit).
Set-Out — Set-Out shall mean the Municipal Solid Waste, Bulk Waste, and/or Recyclable
Material placed at Curbside or other appropriate location for collection.
Solid Waste — Solid Waste shall mean Garbage, Rubbish, sludge from a wastewater treatment
plant, water supply treatment plant, or air pollution control facility, and other discarded
material, including solid, liquid, semisolid, or contained gaseous material resulting from
industrial, municipal, commercial, mining, and agricultural operations and from
community and institutional activities,but does not include:
(A) Solid or dissolved material in domestic sewage or irrigation return flows or
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
it m present or potential danger to the human health or the
otherwise managed, a pose a e
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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 1 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;
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(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 261, Appendix VIII but has not been listed as a
commercial chemical product in 40 CFR§261.33(e)or(f);
(H) Slaughterhouse wastes;
(I) 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 1 of §335.521(a)(1) of this title (relating to
Appendices);
pp ),
(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;
(ii) 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.
State—State shall mean the State of Texas.
Substantial Compliance — Substantial Compliance shall pertain solely to acts of Contractor
being less than full and complete compliance and being ninety percent (90%) or more of
full compliance. Substantial compliance shall mean an Act of Default.
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.
SECTION 3: REPRESENTATIONS
3.1 Representations by City
The City represents to the Contractor that the City is duly organized and existing in good
standing under the laws of the State and is duly qualified and authorized to carry on the
governmental functions and operations as contemplated by this Contract.
3.2 Representations by Contractor
The Contractor represents to the City that:
(i) The 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 to
carry on the business and operations contemplated by this Contract.
(ii) The Contractor has obtained the necessary disposal capacity for Municipal Solid
Waste and Bulk Waste with a Solid Waste Facility for the initial term of this
Contract as set forth in Section 5.2.1.
(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.
(v) 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.
(vi) The Contractor has obtained all required insurance specified in this Contract.
(vii) The Contractor has obtained the required performance bond specified in this
Contract.
(viii) 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.
(ix) The City may, at its option, require the Contractor to present a separate contract
with one or more Recyclable Material Facilities for approval by the City, or the
City may contract directly with one or more Recyclable Material Facilities.
SECTION 4: GRANT OF FRANCHISE
City hereby grants Contractor for the term of this Contract, including any automatic renewals, as
defined in Section 5 unless sooner terminated, the right,privilege, and franchise to have, use and
operate Residential Services and City Facility Services; and to have, use and operate its vehicles
on, over, and along, and across the present and future streets and alleys. The City grants the
Contractor the exclusive right,privilege, and franchise to have,use and operate:
(i) Municipal Solid Waste Services,Bulk Waste Services, and Recycling Services for
Residential Service Units,
(ii) Municipal Solid Waste Services and Bulk Waste Services for City Facilities, and
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(iii) Municipal Solid Waste Services and Recycling Services for City Events.
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 on
January 1,2017.
5.2 Term of Contract
5.2.1 Initial Term
Unless sooner terminated in accordance with Section 33.10 of this Contract, the initial
term of this Contract shall be for five (5) calendar year period commencing on January 1,
2017 at 12:01 AM and shall continue in effect until December 31, 2021 at 12:00
midnight.
5.2.2 Automatic Renewal
At the end of the third calendar year of the initial five (5) year term, and at the end of
each calendar year thereafter, unless either party shall have given written notice of
termination to the other party prior to the end of the then calendar 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 five (5) year term, either party shall have the
option to terminate this Contract for any or no reason by giving the other party two (2)
years written notice 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.
SECTION 6: MUNICIPAL SOLID WASTE SERVICES, BULK WASTE
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
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special trip by Contractor, Contract is authorized to charge a reasonable fee to the
Residential Customer for such special trip.
6.1.3 Recycling Services for Residential Service Units
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.
6.2 Municipal Solid Waste Services, Bulk Waste Services and Recyclin2 Services for
City Facilities and Municipal Solid Waste Services for City Events
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.
SECTION 7: COLLECTION, DISPOSAL,AND PROCESSING LOCATION
7.1 Collection Location
7.1.1 Residential Services
Except as provided below, the Contractor shall collect Municipal Solid Waste, Bulk
Waste, and Recyclable Material at the curbside. If the Contract Administrator determines
that all occupants of a Residential Service Unit are handicapped or due to age or verified
physical limitations cannot safely move a Cart to the curbside,the Contractor shall collect
Municipal 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
Waste Services and Recycling Services if(i)the Residential Customer and the Contractor
cannot agree on an acceptable location or(ii)the location agreed upon by the Residential
Customer 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 for
collection of Municipal Solid Waste and Bulk Waste from City Facilities and the location
for collection of Municipal Solid Waste and Recyclable Material from City Events. The
Contract Administrator reserves the right to designate the location for collection of
Municipal Solid Waste and Bulk Waste generated by City Facilities and the location for
collection for City Events, if the Contract Administrator and the'Contractor cannot agree
on an acceptable location.
7.2 Municipal Solid Waste Disposal Location
Contractor shall dispose of all Municipal Solid Waste and Bulk Waste collected at a Solid
Waste Facility.
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7.3 Recyclable Materials Processing Location and Tipping Fee
Contractor shall deliver all Recyclable Materials collected to a Recyclable Material
Facility and shall pay the tipping fee to the Recyclable Material Facility in the amount set
forth in a separate contract between the City and the Recyclable Material Facility.
Contractor acknowledges that the City intends to enter into a separate contract with a
Recyclable Material Facility for the processing and marketing of the City's Recyclable
Material and any tipping fee paid by Contractor to the Recyclable Material Facility shall
be negotiated between the City and Recyclable Material Facility and set forth in a
separate contract between the City and the Recyclable Material Facility.
7.4 Bulk Waste Processing Location
Contractor shall dispose of all unrecycled Bulk Waste collected at a Disposal Facility.
SECTION 8: COMMINGLING OF RESIDENTIAL SERVICES
MATERIALS AND DISPOSAL OF RECYCLABLE MATERIALS
PROHIBITED
8.1 Commingling of Residential Services Materials Prohibited
The Contractor shall not commingle Municipal Solid Waste, Bulk Waste, and/or
Recyclable Materials from Residential Services, City events and City Facilities with
materials from outside the City except when approved in writing by the Contract
Administrator.
8.2 Disposal of Recyclable Materials Prohibited
The Contractor shall not deliver any Recyclable Material to any other facility than a
Recyclable Material Facility designated by the City.
SECTION 9: INSPECTION OF SET-OUTS AND UNACCEPTABLE SET
OUTS
9.1 Contractor's Right to Inspect 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;
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(ii) Collect the portion of the Set-Out that is acceptable; and
(iii) Immediately provide a 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.
For all Unacceptable Set-Outs, Contractor shall provide a list of the Unacceptable Set-
Outs including the address, reason Set-Out was deemed unacceptable, and other
information requested by Contract Administrator to the Contract Administrator by 10:00
AM of the next business day.
SECTION 10: COLLECTION AND PROCESSING EQUIPMENT
10.1 Collection Equipment
10.1.1 Collection Vehicles
10.1.1.1 Appearance of Collection Vehicles
Contractor shall paint all collection vehicles uniformly as approved by the
Contract Administrator and with the name of Contractor, customer service office
telephone 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
Contractor shall provide collection vehicles that are no more than ten (10) years
of 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 and City
Facility Services. Contractor shall maintain collection vehicles according to
industry standards including, but not limited to compaction, prevention of
leakage, and other industry standard performance requirements.
10.1.2 Carts
10.1.2.1 Purchase, Delivery, and Initial Distribution of Carts
Contractor, at its sole cost, shall purchase all Carts as required for the provision of
Residential Services and City Facility Services in connection with this Contract.
Contractor, at its sole cost, shall be responsible for the cost to the cart
manufacturer for the delivery of all Carts to secured area within the City for
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staging of Carts. In addition, the Contractor, at its sole cost, shall be responsible
for the cost to the cart manufacturer for initial distribution of Carts to Residential
Service Units and City Facilities prior to January 1, 2011. Contractor, at it sole
cost, shall oversee the delivery and initial distribution of Carts. Contractor shall
deliver two Carts to each Residential Service Unit. One Cart shall be clearly
designated for Solid Waste collection and the other Cart shall be clearly
designated for Recyclable Materials collection.
10.1.2.2 Staging for Initial Distribution, Distribution Excluding Initial
Distribution,Maintenance and Storage of Carts and Bins
Contractor, at its sole cost, shall provide a secured area within the City for staging
of Carts prior to the initial distribution. After the initial distribution of Carts,
Contractor, at its sole cost, shall deliver Cart(s) to Residential Service Units and
City Facilities within two (2) business days of the request of the Contract
Administrator. Contractor shall attach a Program Introduction Notice to each Cart
delivered.
Contractor's employees shall take care to prevent damage to Carts by unnecessary
rough treatment. Contractor shall be solely responsible for the maintenance,
including warranty issues, of Carts.
Contractor shall store all replacement Carts and bins at Contractor's local
customer service office to ensure that extra or replacement Carts and bins can be
provided upon the request of the City.
10.1.2.3 Replacement of Carts
Upon notification to Contractor by the Contract Administrator or Residential
Customer that a Cart has been lost, destroyed, stolen or that it has been damaged
beyond repair, Contractor shall deliver a replacement cart to such customer within
two (2) business days. The Contractor shall bear the cost of replacing Carts that
must be replaced due to normal wear and tear. The Residential Customer shall
bear the cost of replacing Carts that are lost, destroyed, stolen or damaged for
reasons other than normal wear and tear.
10.1.3 Other Collection Equipment
10.1.3.1 Appearance of Other Collection Equipment
Contractor shall provide brown Carts for 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 and other
collection equipment are maintained in a clean manner.
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10.1.3.2 Purchase, Operation, and Maintenance of Other Collection
Equipment
Unless otherwise stated 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 is not properly maintaining the collection equipment. If the
Contract Administrator determines the Contractor is not properly maintaining the
collection equipment, Contractor shall replace such equipment in accordance with
this Contract and City may assess administrative charges in accordance with this
Contract.
10.1.3.3 Replacement 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 within
fourteen (14) calendar days with comparable equipment. Contractor shall be
responsible for making the appearance of the replacement equipment comply with
the requirements of this Contract.
10.1.4 Ownership of Collection Equipment
10.1.4.1 Ownership Collection Equipment other than Carts
Ownership of collection equipment other than Carts shall rest with Contractor.
10.1.4.2 Ownership of Carts
Ownership of Carts shall rest with Contractor during the term of the Contract.
Ownership of Carts in the possession of Residential Service Units, City Facilities,
City, Contractor, or any other person at the end of the Contract shall rest with the
City.
10.2 Disposal Facility and Recyclable Material Facility Equipment
10.2.1 Scales
The Contractor shall be solely responsible for ensuring the Disposal Facility is equipped
with adequately sized truck scales and computerized record-keeping systems for
weighing and recording all incoming vehicles transporting Solid Waste Materials.
Contractor shall separately weigh, record, and tabulate each load from City.
Contractor shall document that each scale has been annually certified with the State and
no later than December 1 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 has the
capacity and equipment to dispose of and/or thoroughly process the quantity and type of
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materials collected by the Contractor in connection with this Contract in accordance with
industry standards for managing such materials.
SECTION 11: PERSONNEL
Contractor shall assign a qualified person or persons to be in charge of its operations within City,
and shall provide the name, office telephone number, mobile phone number, email address, and
fax number of Contractor's representatives and key personnel to the Contract Administrator.
Such records shall be updated as personnel or contact information changes. In addition,
Contractor shall 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.
(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 or
jacket at all times.
(iii) 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.
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(vi) In performance of collection, disposal, processing, and marketing services,
Contractor's employees shall comply with all City, state and federal laws.
The City reserves the right to require the Contractor remove employees who fail to meet these
criteria from services related to this Contract.
SECTION 12: HOURS OF OPERATION
12.1 Collection Hours of Operation
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 vehicles on City streets prior to 7:00 a.m. or
after 8:00 p.m.
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 7:00 a.m. until 6:00 p.m., Monday through Sunday.
Contractor is prohibited from operating its vehicles on City streets for this designated
area prior to 7:00 a.m. or after 8:00 p.m.
SECTION 13: HOLIDAYS
For purposes of this Contract,holidays shall include only the following:
(i) New Year's Day;
(ii) Thanksgiving Day; and
(iii) Christmas Day.
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, the
Contractor shall perform the scheduled collection for such City Facility on the next calendar day
after the holiday.
SECTION 14: CUSTOMER SERVICE OFFICE AND COMPLAINTS
Contractor shall maintain a customer service office, staffed with personnel Monday through
Friday, 8:00 AM to 5:00 PM. If the City receives a customer service complaint, the City shall
contact the Contractor Representative via non-toll phone call or email and provide the following
information:
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(i) Customer name, address, and phone number, and
(ii) Type of complaint
All complaints,whether received by the City or the Contractor, shall be resolved as follows:
(i) If the complaint is a missed collection, Contractor shall pick up the missed
collection on that same day if the complaint is delivered to the Contractor prior to
1:00 PM.
(ii) If the complaint is a missed collection, Contractor shall pick up the missed
collection before 5:00 PM on the next calendar day 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;
(ii) 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 Contractor
Administrator a summary report of all customer complaints for the previous month.
Contractor and City acknowledge that customer service is of high importance to the City.
Contractor and its employees will work diligently to provide high customer services to the City
and all customers.
SECTION 15: TRANSITION SUPPORT
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, acknowledges, and agrees that the City does not possess the necessary manpower or
equipment, to provide Municipal Solid Waste Service, Bulk Waste Service, and Recycling
Service.
Contractor shall cooperate fully and timely with the City and subsequent provider(s) in any
transition of Municipal Solid Waste Service, Bulk Waste Service, and Recycling Service.
Contractor shall cooperate fully with the City in:
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(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 of this Contract; 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.
SECTION 16: DAMAGE TO PROPERTY
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 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 with
property of the same or equivalent value at the time of the damage.
If the Contractor fails to address the repair or replacement of damaged property within forty-
eight (48) hours, 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.
SECTION 17: SPILLAGE AND LEAKAGE, LITTER,AND ODOR
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.
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 and other
information as requested by Contract Administrator.
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(ii) Document Hazardous Waste including the source, tonnage, date received,
Disposal Facility, and other information as requested by Contract Administrator.
(A monthly and annual summary shall also be submitted to the City.)
(iii) 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. (A monthly and annual summary shall also be submitted to the
City.)
All of Contractor's records shall be available to City and its representatives at reasonable
times and places throughout the term of this Contract and for a period of five (5) years
after last or final payment.
18.2 Reporting
18.2.1 Initial Reports
18.2.1.1 Transition Plan
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 prior to January 1, 2011.
This 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 a 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.
18.2.2 Monthly Reports
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.
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18.2.3 Annual Reports
Contractor shall submit all annual reports to the Contract Administrator on or before
February 1 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.
19.2 City's Rights to Inspect Facilities and Equipment
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, 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: RESIDENTIAL SERVICES RATE
20.1 Residential Services Rate
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$14.51 until January 1,2018.
After January 1, 2018, 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.
20.2 Fuel Component of the Residential Services Rate
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 previous twelve (12) month period times the Cost of Fuel per gallon, divided by the
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total number of Residential Service Units. The following is an example calculation of the
Fuel Component of the Residential Services Rate:
(i) The previous twelve (12) month average fuel consumption equals 9,092
gallons;
(ii) The Cost.of Fuel [DEO Diesel Price Index ($3.66) less a 5% ($0.18) discount
for volume purchases] per gallon equals $3.48; and
(iii) The total number of Residential Service Units is 28,993.
Formula: (9,092 gallons)X($3.48 per gallon)/(28,993 units) equals$1.09.
Therefore the Fuel Component of the Residential Services Rate in the example
calculation above is $1.09. The numbers in the example above are used for illustrative
purposes only.
20.3 Disposal Cost Component of the Residential Services Rate
The Disposal Cost Component will be based upon the actual disposal cost per ton to
dispose 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 Residential Services Rate is calculated by multiplying the monthly average of the
number of tons of Municipal Solid Waste delivered to the Solid Waste Facility in the
previous twelve (12) months, times the actual disposal cost per ton, plus the monthly
average of the number of tons of Recyclable Material delivered to the Recyclable
Material Facility in the previous twelve (12) months, multiplied by the actual
disposal/deliver cost per ton, divided 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
3,015;
(ii) The actual disposal cost per ton of Municipal Solid Waste equals $27.96/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 530•
(iv) The actual disposal/delivery disposal/deliverycost per ton of Recyclable Materials equals
$25.36/ton;
(v) The total number of Residential Service Units is 28,993.
Formula: (3,015 tons)X($27.96/ton) + (530 tons)X($25.36/ton)/(28,993 units) equals
$3.37.
Therefore the Disposal Cost Component of the Residential Services Rate in the example
calculation above is $3.37. The numbers in the example above are used for illustrative
purposes only.
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20.4 Operations, Overhead and Profit Component
The Operations, Overhead and Profit Component is intended to cover all other direct and
indirect costs to Contractor of providing Residential Services, as well as a reasonable
profit. For the purposes of establishing the Residential Services Rate, the Contractor and
City hereby agree that the Operations, Overhead and Profit Component shall be $10.05.
The Operations, Overhead and Profit Component may be modified from time to time by
mutual agreement of the parties as set forth in a Residential Services Rate after January 1,
2018.
20.5 Residential Services Rate
The Residential Services Rate is the sum of the Fuel Component, the Disposal
Component, and 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 Sections 20.2, 20.3, and the actual amount of the Operations, Overhead
and Profit Component set forth in Section 20.4:
(i) Fuel Component $, 1.09
(ii) Disposal Cost Component $ 3.37
(iii) Operations, Overhead and Profit Component $10.05
EXAMPLE TOTAL RESIDENTIAL SERVICES RATE $14.51
The numbers in the example above are used for illustrative purposes only.
20.6 Accurate Records and Audits
The Contractor and City each agree to maintain accurate records with respect to the three
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.
Likewise, the City agrees to maintain accurate records of the total number of Residential
Service Units. Each parry grants to the other party reasonable rights to inspect and audit
the aforesaid records.
SECTION 21: ADJUSTMENT OF THE RESIDENTIAL SERVICES RATE
21.1 Residential Service Rate Adiustment
After January 1, 2018, the Contractor may petition the City for reasonable adjustments to the
Residential Services Rate based on increases in the Fuel Component, the Disposal Cost
Component, and/or the Operations, Overhead and Profit Component caused by increases in
inflation and/or also by other factors other than the three listed components such as increases in
cost caused by revised laws, ordinances, regulations, and for other similar reasons. The
Contractor's petition will 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.
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21.2 Other Adiustment
In the event of a significant or unusual increase in costs beyond the control of Contractor,
Contractor may petition the City for an adjustment to the Residential Services Rate based upon
significant increases in costs to Contractor. Contractor's petition must specify in detail the
reasons for the requested adjustment and a detailed analysis on the impact to Contractor's cost of
operations,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.
SECTION 22: CUSTOMER LIST, BILLING PAYMENT
22.1 Customer List
From time to time, City shall provide Contractor with a Customer List for Residential
Services and City Facility Services. 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 or City Facility 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 and
City Facilities.
22.2 Billing
22.2.1 Residential Services
The City shall bill Residential Service Units as identified on the Customer List for
Residential Services in accordance with the rate structure established from time to time
by. For additional Bulk Waste Services, the Contractor shall bill Residential Service
Units for additional Bulk Waste Services in accordance with the mutually agreed upon
rate established by the Contractor and the Residential Service Unit.
22.2.2 City Facility Services
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.
22.3 Payment
22.3.1 Payment to Contractor
On or prior to the 15th of each calendar month, the City shall pay to Contractor the
Residential Services Rate for each Residential Unit that has paid the City's fee for
collection of refuse and recycling services during the previous month.
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 Workplace
Act of 1989.
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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. §23-
214(A).
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.
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.
The provisions of this Section shall be included in any contract the Contractor enters into with
any and all of its subcontractors who provide services under this Contract or any subcontract.
"Services" are defined as furnishing labor, time or effort in the State of Texas by a contractor of
subcontractor. Services include construction or maintenance of any structure, building or
transportation facility or improvement to real property.
In addition, Contractor shall comply with the following laws:
(i) Occupational Safety and Administration
Contractor will warrant that any work performed on City property or in a location
partially or entirely under (Contractor's) control will be performed in accordance
with OSHA requirements and all applicable labor laws, regulations, and
standards.
(ii) Equal Employment Opportunity
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.
(iii) Fair Labor Standards Act
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.
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SECTION 24: PUBLIC EDUCATION NOTICES
Contractor shall provide the following services associated with public education notices at no
cost 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.
(i) Distribution of Program Introduction Notice
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.
(ii) Development,Printing and Distribution of Unacceptable Set-Out Notice
Contractor shall develop, print, and distribute, at Contractor's own expense, an
Unacceptable Set-Out Notice. The Unacceptable Set-Out Notice shall be
approved by the Contract Administrator and shall include one (1) original with
two (2) copies. The Unacceptable Set-Out shall include (a)the date (b) reason for
non-collection, and (c) Contractor's customer service telephone number, and (d)
any other information the City requests. Contractor shall attach the original
Unacceptable Set-Out Notice via a non-adhesive means to the Bin, Cart, or
Container. Contractor shall take a digital photo of the Set-Out that receives a
Unacceptable Set-Out Notice. Contractor shall maintain copies of Unacceptable
Set-Out Notices and digital photos in a format Contractor can immediately
retrieve of a requested notice or photo by address. Contractor shall provide a
monthly report of Unacceptable Set-Out Notices as set forth in this Contract.
SECTION 25: OWNERSHIP OF SOLID WASTE, BULK WASTE,
RECYCLABLE MATERIALS AND CONSTRUCTION AND DEMOLITION
WASTE
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
shall 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 the Recyclable Materials shall pass to Contractor at the time they are picked up by the
Contractor. 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.
SECTION 26: INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall and does herby fully and completely
indemnify and hold harmless the City and its Officers, Directors, Agents and Employees from
and against any and all claims, costs, demands, suits,judgments, damages, losses and expenses,
including,but not limited to, reasonable attorney's fees, and interest, arising directly or indirectly
out of or resulting from the willful or negligent acts or omissions of the Contractor in the
performance or failure to perform the work required under this Contract for any and all injuries,
25
including death, to persons and any and all damage to personal or real property. This obligation
shall not be construed to negate or reduce any other right or obligation of indemnity that would
otherwise exist. This indemnification and hold harmless requirement shall not be limited by any
limitation on the amount or type of damages, compensation or benefits payable by or for the
contractor or any subcontractor under any workers compensation acts, disability benefit acts or
other employee benefit acts.
SECTION 27: INSURANCE REQUIREMENTS
27.1 Specific Insurance Requirements
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 a
service under this Contract of limits no less than as required law.
(ii) Comprehensive/Commercial General Liability: (no pollution exclusion
endorsement is permitted)
1.Bodily Injury Liability(except automobile): $1,000,000.00 per occurrence
2.Property Damage Liability
(except automobile) $1,000,000.00 per occurrence
3. Total Aggregate: $2,000,000.00
(iii) Automobile Liability:
1.Bodily Injury $1,000,000.00 each person
$2,000,000.00 per occurrence
2.Property Damage $2,000,000.00 per occurrence
The policies of insurance shall be primary and written on forms acceptable to the City
and placed with insurance carriers approved and licensed by the State of Texas and meet
a 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 of 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.
27.2 General Requirements
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
26
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.
Each insurance policy required by this Contract shall:
(i) 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.
(ii) 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 to
Contract Administrator.
(iii) The City shall retain the right at any time to review coverage, form and amount of
insurance.
(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 loss caused by negligence or neglect connected with this
Contract.
(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 shall
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
effected with a retroactive date, including at least the last policy year.
(vii) 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 the City Risk Manager prior to Commencement Date and no
more than thirty (30) calendar days prior to expiration of the insurance when
applicable. All insurance certificates shall be received and approved by Contract
Administrator before the Contractor will be allowed to commence or continue
work.
(viii) Notice of Accident (occurrence) and notice of claim shall be given to the
insurance company, the City Risk Management Division, and the Contract
27
Administrator as soon as practicable after notice to the insured of any incident
(occurrence)or claim.
SECTION 28: PERFORMANCE BOND
Contractor agrees that within ten (10) days after the execution of this Contract, Contractor shall
make, execute, and deliver to the City a good and sufficient Performance Bond in a form
approved by the Contract Administrator, to secure the full, complete and faithful performance of
the terms and conditions herein. Such Performance Bond shall be in the amount of one hundred
and fifty thousand dollars ($150,000), and shall be renewed each year thereafter throughout the
term of this Contract. The Performance Bond shall be signed by the President or General Officer
of the Contractor, together with the signature of the corporate secretary and the corporate seal.
The surety shall be a surety company duly authorized to do business in the State of Texas;
having an"A" or better rating by A. M.Best or Standard and Poors; included on the list of surety
companies approved by the Treasurer of the United States of America; and acceptable to
Contract Administrator and the City.
SECTION 29: ASSIGNMENT AND/OR SUBCONTRACTING
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
subcontractors, this does not relieve Contractor from any prime responsibility of full and
complete 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
exemption due to the nature of the item and services performed as part of this Contract,
Contractor shall assist City in applying for and obtaining such tax credits and exemptions which
shall be paid 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.
An event of"Force Majeure" shall mean the following events or circumstances to the extent that
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),
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landslides, earthquakes, epidemics, quarantine, pestilence, and extremely
abnormal and excessively inclement weather; and
(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.
(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
29
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.
SECTION 33: DISPUTE RESOLUTION
33.1 Agreement Regarding Remedies
The failure by either party to perform its obligations under this Contract would be
difficult, 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 injunction in the
event of any breach 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.
33.2 Agreement to Negotiate First to Resolve Issues
The parties agree to attempt first to resolve disputes concerning this Contract amicably by
promptly entering into negotiations in good faith. The parties agree that they will not
refer any 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.
33.4 Presentation of Written Claim Regarding Disputes Not Resolved by Negotiation
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.
Ii
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33.6 Appointment of Mediator
Promptly following the making of a written claim by either party, the parties will consult
with one another to agree on the appointment of a mediator acceptable to parties. The
mediator shall have experience in matters of the kind giving rise to the claim. If within
five (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 appointment from the Center for Public Policy
Dispute Resolution 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.
33.7 Rules for Mediation
The parties agree to the following stipulations concerning the conduct of the mediation:
(a) 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 have been previously employed or acted as a consultant, attorney,
employee, engineer, architect, contractor or subcontractor of either party nor have
any present or anticipated future engagement of the kind described. Before the
engagement of the mediator is finalized,the mediator shall provide to the parties a
disclosure statement containing a resume of experience, and a description of past,
present or anticipated future relationships to the parties, their engineers,
contractors, 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.
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(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.
(j) 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
If a dispute arising pursuant to this Contract is not resolved through mediation as
described in this Section, either party may pursue their legal and/or equitable remedies in
court.
33.9 Operations during Dispute
In the event that any dispute arises between City and Contractor relating to this Contract,
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.
33.10 Right of Termination
Notwithstanding the other provisions in this Section 35, City reserves the right to
terminate this Contract at any time whenever the service provided by Contractor fails to
meet reasonable standards of the trade, after City provides written notice to Contractor
pursuant 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
Any notices or communication required or permitted to be made to either the City or the
Contractor under this Contract shall be made to the Designated Representative in writing:
If to the Contractor: Michael E. Lavengco
General Manager
Central Texas Refuse, Inc.
P.O. Box 18685
Austin,TX 78760-8685
32
If to the City: City Manager
221 E,Main St.
Round Rock,Texas 78664
Notice shall be deemed to be given: (a) if personally delivered, when delivered; (b) if mailed,
five (5) business days after receipted delivery to the U.S. Mail; (c) if delivered to Federal
Express, or any other nationally recognized overnight carrier, one (1) business day after delivery
to such overnight carrier. Each party, by similar written notice given five (5) business days in
advance to the other Parties in the aforesaid manner, may change the address to which notice
may be sent.
SECTION 35: MISCELLANEOUS
35A 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 the
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 fails to take certain actions pursuant to this Contract, are reasonable, and that the
parties desire such certainty with regard to such matters.
35.5 Relationship
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. Accordingly, without in any manner limiting the specific rights and obligations
set forth in this Contract,the parties declare their intention to cooperate with each other in
effecting the terms of this Contract.
33
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 Headings
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
No waiver of any provision in this Contract shall be effective unless it is in writing,
signed 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 and
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.
35.11 Severability
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.
34
35.15 Attorney Fees
The prevailing party in any litigation related to this Contract shall be entitled to recover
from the non-prevailing parry the reasonable attorneys' fees and costs incurred by such
prevailing party in connection with such litigation.
35.16 Authorization
Each parry 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.
[Signatures on the following page.]
35
IN WITNESS WHEREOF, the parties have made and executed this Contract on the respective
dates under each signature:
CONTRACTOR:
Central Te efuse,Inc.
By:
ichae ,\rgco, General Manager
Date:
CITY:
City of Round ock, Texas
By:
011-MN, yo�1�'4--i�'-t�1
Date: b
Attest:
B
i +
%
Y i
Sara L.White, City..Clerk
Approv4atorBy.
S . Sheets, City Attorney
36
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10f1
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. 2016-120611
Central Texas Refuse, Inc
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 10/05/2016
being filed.
The City of Round Rock,Texas Date Acknowledged:
10/11/2016
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
Waste and Recycling Collection
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Tolin, David Houston,TX United States X
Lavengco, Michael E. Austin,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the day of
20 to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Farms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
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. 2016-120611
Central Texas Refuse,Inc
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 10/05/2016
being filed.
The City of Round Rock,Texas 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
Waste and Recycling Collection
4 Nature of interest
Name of Interested Parry City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Tolin, David Houston,TX United States X
Lavengco,Michael E. Austin,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or and nalty of perjury,that the above disclosure is true and correct.
HEATHER A. RAKOWITZ
��Rr age.:
Lo;Notary Public,State of Texas
Comm.Expires 03-11-2020
Notary ID 12229661
NOMMENNOWGROM Signt f autho t of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE tf /
Swo to and subscribed before me,by the said ,this e day of��,
20 ,to certify which,witness my hand and seal of office.
/V-YA, RW&7,
Signature of officer administering 6ah Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277