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Item 9D - Proposed Contract with ExhibitsPage 1 of 51 CONTRACT FOR RESIDENTIAL AND COMMERCIAL WASTE AND RECYCLING COLLECTION THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT The CITY OF SOUTHLAKE, a municipal corporation located in Tarrant County, Texas, hereafter called “City”, acting by and through its duly authorized City Manager, and Community Waste Disposal, LP, acting by and through its duly authorized officer, hereinafter called “Contractor”, do hereby covenant and agree as follows: I. City hereby grants to Contractor a non-exclusive contract and franchise to engage in the business of (a) collecting and disposing of Acceptable Waste including, but not limited to, Residential Waste, Commercial Waste, Industrial Waste, Construction Debris , and City Waste located within the corporate limits of the City which is generated by residential, commercial, industrial, multi-family and City properties, and (b) collecting and processing Recyclables and Construction Debris within the corporate limits of the City, which is generated from commercial properties. City also hereby grants to Contractor a license to use the public streets, alleys, easements, and thoroughfares within the limits of the City for the purpose of collection, disposal and processing of Acceptable Waste including , but not limited to, Residential Waste, Commercial Waste, Industrial Waste, Construction Debris, and City Waste for a period of five years beginning Octobe r 1, 2023 and terminating September 30, 2028 with an option to renew for an additional five year period upon mutual agreement of the parties hereto and subject to the limitations, terms, and conditions hereinafter specified and contained in this Contract. II. In addition to this Contract, the contract documents shall include the following documents , and this contract does hereby expressly incorporate the following Exhibits herein as fully as if set forth verbatim in this contract: (a) the Rate Sheet, (b) the Annual Cost Adjustment Model (c) the Performance Bond, (d) Survey Question (e) Required Reports and Frequency Page 2 of 51 (f) Household Hazardous Waste and Electronic Waste Acceptable Materials List (g) City Facilities Contractor shall comply with all provisions of the contract documents, and no amendment to this Contract shall be made except upon the written consent of the parties, which consent shall not be unreasonably withheld. No amendment shall be construed to release either party from any obligation of the contract documents except as specifically provided in such amendment. This Contract is entered into subject to the following conditions: (a) The Contractor shall procure and keep in full force and effect throughout the term of this contract all of the insurance policies specified in, and required by, the contract documents. (b) The Contractor shall not be liable for the failure to perform, in whole or in part, the Contractor’s duties if such failure is caused by catastrophe, riot, war, governmental order or regulation, fire, accident, or other act of God. (c) In the event that any provision or portion of any contract document shall be found to be invalid or unenforceable, then such provision or portion thereof shall be reformed in accordance with the applicable laws. III. Definitions Wherever used herein, the hereinafter listed terms shall have the following meanings: (a) Acceptable Brush: Tree trimmings that are bundled in lengths no more than four feet (4’),no more than fifty (50) pounds in weight and no single limb greater than six (6) inches in diameter (b) Acceptable Waste – Any non-hazardous Garbage, Trash, Debris, Brush, Bulky Waste, Dead Animals, Stable Matter, Yard Waste, Recyclable Materials , and other waste which the Contractor is legally permitted to accept for collection and delivery for disposal or processing pursuant to the terms of this agreement including, but not limited to Commercial Waste, Industrial Waste, Residential Waste and City Waste, but excluding Unacceptable Waste. (c) Agreement or Contract: The contractual agreement made and entered into by the City and a Contractor for the collection, transportation, and/or disposal of Solid Waste and/or the collection, transportation, and/or processing of recyclable materials. Page 3 of 51 (d) Appliances: Dishwashers, microwave ovens, stoves, washing machines, dryers, refrigerators, freezers, water heaters and air condition units (up to a 5-ton capacity unit). Appliances containing Freon shall bear a certification tag stating that the refrigerant was properly removed and disposed of by a certified technician. (e) Backdoor Service: All handicapped or disabled customers who have provided verification to the Contractor from a physician as to their inability to carry containers to the curbside may place containers at their front doorstep to be visible from the street or at another location equally convenience to customer as may be determined by the Contractor. Contractor cannot enter or be responsible for entering garages or behind enclosed fences. The contractor shall have the ability to be compensated for Handicap Service in accordance with the rates listed in Exhibit A. Backdoor Service applies to Solid Waste Collection and Recycling only. Contractor may make adjustments to this program with prior City approval. Bulky Waste and Bundled Brush Collection will occur at regular collection area at the resident’s curb. (f) Brush: Cuttings or trimmings from trees, shrubs or similar materials which are not susceptible to placement in disposable containers. (g) Bulky Waste: Acceptable Brush, discarded furniture, Appliances, wooden fence panels (panels need to be cut in half and shall not exceed four (4) feet in length), small amounts of discarded construction materials not to exceed the equivalent of two 35 gallon sized plastic bags or corrugated boxes, and other Acceptable Waste materials as may be agreed upon by City and Contractor, but excluding Unacceptable Waste. The term Bulky Waste does not include unbundled brush, stable matter, Debris, floor tiles, roofing materials or other materials too heavy to be placed in Bags. (h) Bundle: Tree, shrub, and brush trimmings securely tied together, forming an easily handled package that does not exceed the dimension or weight of acceptable brush. (i) City: The City of Southlake. (j) City Waste: All Acceptable Waste and Recyclable Materials generated at City owned facility. The term City Waste does not include Special Waste, waste resulting from public works operations, including debris and waste water sludge. (k) Commercial Recycling Container: Metal containers supplied by Contractor affording capacity for Recyclable Materials to service a customer so as to prevent spillage, unsightly and unsanitary conditions. (l) Commercial Waste: All bulky waste, construction debris, garbage, rubbish, and stable matter generated by a customer at a commercial premise. (m) Commercial Premise: All premises, locations or entities, public or private, requiring waste collection within the corporate limits of the City, not a residential premise. Page 4 of 51 (n) Commercial Hand Collection: A commercial premises that generates no more than one (1) cubic yard of waste materials per week. (o) Construction Debris: Waste building materials resulting from construction, remodeling, repair, or demolition operations. (p) Container, Commercial: Metal containers supplied by Contractor affording capacity to service a customer so as to prevent spillage, unsightly and unsanitary conditions. (q) Container, Residential: A receptacle with a capacity of at least eighteen (18) gallons, but no greater than thirty-nine (39) gallons; constructed of plastic, metal, or fiberglass; and having handles of adequate strength for lifting. Containers larger than thirty-nine (39) gallons may be used if contents are bagged for easy handling. The mouth of a container shall have a diameter greater than, or equal to, that of the base. Container may also be a plastic garbage bag or sack. (r) Contract Documents: The Rate Sheet (Including Alternatives, if any), the Annual Cost Adjustment Model, the Performance Bond, Survey Question, Required Reports and Frequency, Household Hazardous Waste and Electronic Waste Acceptable Materials List, and City Facilities, and this Contract. (s) Contractor: Community Waste Disposal of Texas, LP. (t) Customer: A residential user, commercial hand collection user, and/or commercial user who generates waste materials. (u) Dead Animals: Animals or portions thereof equal to or less than ten (10) pounds in weight. (v) Debris: Dirt, rock, concrete, bricks or other waste building materials. (u) Disposal Site: See Landfill (Sanitary). (w) Garbage: 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, and the handling and sale of produce and other food products. (x) Hazardous Waste: Solid wastes regulated as hazardous under the Resource Conservation and Recovery Act, 42, U.S.C.A., Section 1002, et seq., or regulated as toxic under the Toxic Substance Control Act, 15 U.S.C.A., Section 2601, et seq., and regulations promulgated hereunder or other applicable Federal or State Law concerning the regulation of hazardous or toxic wastes. Page 5 of 51 (y) Industrial Waste: Any Acceptable Waste resulting from or incidental to any process of industry or manufacturing, mining or agricultural operations. The term “Industrial Waste” shall include Class I Industrial Solid Waste, Class II Industrial Solid Waste and Class III Industrial Solid Waste (as defined under Title 30, Part I, Chapter 330, Subchapter A, Rule 330.2 of the Texas Administrative Code), but shall exclude Unacceptable Waste. (z) Landfill: A MSW-Type I facility defined by 30 TAC § 330.5. (aa) Premises: All public and private establishments, including individual residences, all multi-family dwellings, residential care facilities, hospitals, schools, businesses, other buildings, and all vacant lots. (bb) Producer: An occupant of a residential premise or commercial premise who generates waste or recycling materials. (cc) Recyclable Materials: Commodities collected by the Contractor pursuant to the Contract documents, which can be sold for processing and use or reuse including, but not limited to, newsprint, magazines, catalogs, copy paper, office paper, plastic containers (#1, #2, and #5 PET and HDPE), glass containers, aluminum cans, metal (tin) cans, and household paper products to include junk mail, envelopes, cereal boxes, cardboard, chipboard, and telephone books. (dd) Recycling Cart: -A ninety-five (95), or sixty-five (65) gallon plastic wheeled container, to be used for the storage and placement of Recyclable Materials at a Residential or Commercial Premise. (ee) Residential Premise: A dwelling within the corporate limits of the City occupied by a person or group of persons comprising not more than four (4) families. A residential premise shall be deemed occupied when either water or domestic light and power services are being supplied thereto. A condominium dwelling, whether of single or multi-level construction, consisting of four (4) units shall be treated as a residential premise and shall be billed separately as a residential premise. (ff) Residential Waste: All Acceptable Waste excluding Debris, Stable Matter and Brush that is not prepared in accordance with the term Bundle , that is placed in a Residential Container, or Bulky Waste generated or produced on the premises and discarded by a Producer at a Residential Premise. (gg) Rubbish: Non-putrescible solid waste (excluding ashes), consisting of both combustible and noncombustible waste materials; combustible rubbish includes paper rags, cartons, wood, excelsior, furniture, rubber, plastics, yard trimmings, leaves, and similar materials; noncombustible rubbish includes glass, crockery, tin cans, aluminum cans, metal furniture, and like materials which will not burn at ordinary incinerator temperatures (1600 degrees Fahrenheit to 1800 degrees Fahrenheit.) Page 6 of 51 (hh) Special Waste: Any waste defined as Special Waste by 30 TAC § 330.3(148). (ii) Solid Waste: All non-hazardous and non-special (see Special Waste definition) solid waste material, including unwanted or discarded waste material in a solid or semi-solid waste, including, but not limited to: garbage, trash, ashes, rubbish, yard waste (including brush, tree trimmings, Christmas trees), discarded appliances, and home furniture and furnishings, provided that such material must be of the type and consistency to be lawfully accepted at the Landfill under the applicable Federal, State, and Local Laws; Regulations; and Permits governing each. (jj) Stable Matter: All manure and other waste matter normally accumulated in or about a stable; or any animal, livestock, or poultry enclosure; and resulting from the keeping of animals, poultry, or livestock. (kk) Trash: All Solid Waste (as defined in the Municipal Solid Waste Management Regulations of the Texas Department of Health) other than Garbage, Deb ris and Brush. (ll) Unacceptable Waste: Any and all waste that Contractor is not authorized to accept for collection and delivery for disposal pursuant to its permits and licenses, including, without limitation, highly flammable substances, Hazardous Waste, certain pathological an biological wastes, explosives, radioactive materials and any other materials deemed by federal, state or local law, or in the reasonable direction of Contractor, to dangerous or threatening to health or the environment or Contractor’s operations. (mm) Yard Waste: Leaves, yard and garden debris, and brush, including clean woody vegetative material, which results from landscaping maintenance and land clearing operations. The term does not include grass clippings, stumps, roots, or shrubs with intact root balls. IV. Contract Services Contractor hereby covenants and agrees to diligently and faithfully perform the public service and work of collecting and disposing or processing of all Acceptable Waste and Recyclable Materials of residential and commercial units to which it provides serv ice, as provided herein, within the City. The services to be performed by Contractor are described more particularly in the contract documents. These services shall include the furnishing of all labor, tools, vehicles, equipment, materials, landfills, in surance, performance bonds, supervision and all other items necessary to the performance of such work and shall be carried out in the manner, at the times, and in the locations and at the prices specified in the contract documents, and shall be subject to inspection and approval of the City Manager or the City Manager’s designee. Page 7 of 51 V. Fees and Rates (a) Rates: The rates to be charged by Contractor for Acceptable Waste and Recyclable Materials collection through September 30, 2028, will be those set forth in Exhibit “A”, the “Rates” as modified from time to time as set forth herein and incorporated herein for all purposes. These rates will be binding and considered part of this contract. (b) Modification of Rates: Contractor shall be allowed to adjust the Rates beginning on October 1, 2024, and annually thereafter by “The Annual Cost Adjustment Model” as set forth in Exhibit B. Contractor shall submit to City by August 1st each year the adjusted Rates based on the Annual Cost Adjustment Model. The City and Contractor hereby acknowledge and agree that any annual increase in the Rates exceeding 3% shall be subject to the approval of the majority vote of the City Council. Any rate increase of 8% or more from the previous year is to be considered an Extraordinary Increase and shall be governed by the paragraph below. In addition, an additional extraordinary increase (“Extraordinary Increase”) may be requested by Contractor. An Extraordinary Increase must be for fees or expenses not already accounted for in the Annual Increase, and may only be requested when a future extraordinary fee, expense, law, or, regulation makes the provision of the services by Contractor called for by this Contract not economically feasible for Contractor. In support of any Extraordinary Increase, Contractor shall furnish evidence as to the need for the Extraordinary Increase to the City Manager, or designee. For any Extraordinary Increase in the Rates, if the City Manager agrees with the increase proposed by Contractor, then the City Manager will recommend acceptance of the Extraordinary Increase to the City Council for its approval, disapproval, or modification. If the City Manager does not agree with the Extraordinary Increase, Contractor and the City Manager, or designee, will attempt in good faith, including non-binding mediation, to agree to an amount of the Extraordinary Increase that the City Manager will recommend to the City Council. If an agreement is reached, City Manager will recommend the agreed upon Extraordinary Increase to the City Council for its approval, disapproval, or modification. If no agreement can be reached, the City Manager will submit Contractor's proposed Extraordinary Increase to the City Council for its approval, disapproval, or modification. The parties agree to negotiate in good faith regarding any Extraordinary Increase. (c) Franchise Fee: For and in consideration of the City granting Contractor a franchise within the city limits for commercial and residential Acceptable Waste and Recyclable Materials collection, Contractor hereby agrees to pay the City a ten percent (10%) franchise fee on all commercial and residential collections, calculated pursuant to the following two paragraphs. (d) Residential Billing: The City is hereby designated as the billing and collection agent for the residential collection services provided herein. The City will retain ten percent (10%) of the amount collected each month as payment of the portion of the franchise fee due and owing on residential billings. The City ag rees to provide Contractor with a computer printout establishing the amount of the residential billings by the City Page 8 of 51 each month, said printout to be provided and any amounts due to Contractor to be paid to Contractor no later than the twentieth (20) day of month following the month billed. (e) Commercial Billing: Contractor shall be responsible for billing and collection of funds for commercial collection services. Contractor agrees to provide the City with a computer printout and computer data file in a format acceptable to City for each customer served, the name of each customer, the type of container serviced, the frequency of collection, the location of each commercial container, and the total dollar amount per account serviced by Contractor each mo nth and the total dollar amount collected each month, said information and the ten percent (10%) of the total dollar amount collected for the month franchise fee to be provided to the City no later than the twentieth (20) day of the month following the month collected. Contractor shall be allowed to assess administrative fees for delinquent payments and reinstatement of service for commercial customers whose service was interrupted for non-payment. Such fees shall be as stated on Exhibit A, the Rate Sheet. (f) Audit: Either Contractor or the City may request an audit of all account records by the City’s independent audit firm then engaged by the City at the time of the request. Such audit shall be at the expense of the party requesting same unless the audit results in a credit or payment due of one thousand dollars or more to a party requesting the audit in which case the cost of the audit will be paid by the non -requesting party. Further, documentation of billings will be provided to the City or Contractor upon request by the other party. VI. Contractor’s General Duties and Obligations It shall be the duty and obligation of Contractor to perform the following services: (a) The Contractor, at its sole cost and expense, agrees to furnish all trucks, equipment, machines, landfill and labor which are reasonably necessary to adequately, efficiently, and properly collect and transport garbage from accounts serviced by Contractor in accordance with this Contract. In no event will the average age of the trucks assigned to this contract be older than an average age of eight (8) years , with no truck exceeding eleven (11) years of age. Collection of garbage shall be made using sealed packer-type trucks, and such equipment shall not be allowed to leak or scatter any waste within the limits of the City nor while in route to the disposal site. (b) Due to the street size variations in the City, the Contractor shall provide equipment that will accommodate such public streets and alleys. Special collections shall be made using appropriate equipment. Damage caused by Contractor’s collection equipment such as spillage and broken curbs or sidewalks shall promptly be repaired or replaced at the Contractor’s expense. Contractor shall not weave from curb to curb, drive in the middle of the road, or apply severe braking during routes through residential streets to prevent damage to infrastructure and for safety reasons. Contractor will train drivers Page 9 of 51 to protect Southlake streets and not make sudden braking stops that will damage street surfaces. (c) All motor vehicles used in performance of the obligations herein created shall be clearly marked with the Contractor’s name, unit number, legible from one hundred fifty feet (150’). All vehicles and equipment shall be of a uniform color, and the exterior of the vehicle and equipment shall be in good condition. No advertising, except the company logo, shall be permitted on vehicles without prior City approval. All collection equipment shall be maintained in a safe, and efficient working condition throughout the term of the Contract. Such vehicles shall be maintained through a regular preventative maintenance program and washed and painted as often as necessary to preserve and present a well-kept appearance. Vehicles are to be washed on the inside a minimum of once a month and disinfected if requested by the City. Contractor shall be permitted to utilize rental vehicles for the first 18 months of the initial contract term, pending the arrival of vehicles and equipment. A clearly affixed sign should be affixed to rental vehicles to inform the residents that these vehicles are being utilized by the Contractor. (d) Garbage collection vehicles and recycling collection vehicles shall be clearly distinguishable from one another. In the event that one vehicle is used to serve the other purpose, contractor will notify the City prior to beginning routes for that day. The Contractor shall furnish the City a list of all equipment to be used fulfilling the Contract and shall update that list as equipment changes and as may be requested by the City. (e) The City may inspect Contractor’s vehicles during business hours to ensure compliance of equipment with Contract or require an equipment replacement schedule to be submitted to City. (f) Contractor will dispose of in a legal manner, all Acceptable Waste, and other waste materials collected. (g) Contractor agrees to establish daily routes and special schedules for the collection of Acceptable Waste other waste materials as necessary to fulfill the requirements of this contract. Further, Contractor will utilize written or electronic route books for use in the collection of Acceptable Waste from all customers. A copy of each route book currently in use by Contractor will be provided to the City and updated when changed so that City shall at all times have full knowledge of the designated route to b e followed by Contractor. The City shall approve all routes. The City shall have the right to require alteration of service to any premises where unsightly or unsanitary conditions have resulted from inadequate commercial containers or an insufficient nu mber of collections. (h) Contractor agrees, at its own expense, to maintain a toll -free telephone number and that telephones be answered from 8:00 A.M. to 5:00 P.M., Monday through Friday; and 8:00 A.M. to 2:00 P.M. on Saturday, excluding Holidays defined herein in Section VI(m), for the purpose of handling complaints and other calls regarding Acceptable Waste and/or recyclable collection service. During these hours, a mechanical Page 10 of 51 answering machine may not be used. Contractor may, however, use a mechanica l answering machine to take messages at all other times. (1) The Contractor shall also maintain a local office, with competent personnel in the office during the time the office is required to be open to the public. The office personnel shall have authority to represent the Contractor in its relations with the public. (2) The Contractor shall also provide the City a telephone number by which the Contractor can be contacted for after-hours’ emergencies. (3) The Contractor shall keep and maintain in the office a daily log in electronic form in a format acceptable to City of all the service calls and complaints, and shall show the nature of the call complaints or communication and nature and time of the disposition thereof by the Contractor. The City shall have the right to inspect the daily log at any reasonable time. (i) Throughout the term of this Contract, Contractor shall establish and maintain an authorized Managing Agent and shall designate, in writing, to the City Manager the name, telephone number, and address of such agent upon whom all notices shall be served by the City and to whom complaints received from citizens of the City may be directed. (j) Contractor shall assign one supervisory level employee to oversee Contractor’s operations in the City and who will remain in the City the majority of the time residential service is being provided in the City. Contractor agrees that if the supervisory level employee normally assigned to the City will be offsite longer than one day, Contractor will assign a substitute supervisory employee who will have the same responsibilities as the regularly assigned supervisory employee. At all times while offsite the supervisor assigned to the City will be available to respond within two hours to issues that may arise. The City Manager or designee will be given the name and contact information of the supervisor so assigned and will have the right to contact the supervisor directly should the need arise. (k) Contractor shall employ sufficient numbers of employees to meet its obligations under this Contract and employ only superintendents, supervisors, and workers who are careful, competent and fully qualified to perform the duties or tasks assigned to them and shall secure the summary dismissal of any pers on or persons employed by Contractor in or about or on the work who shall misconduct themselves or be incompetent, disrespectful, intemperate, dishonest, or otherwise objectionable or neglectful in the proper performance of their duties or who shall negle ct or refuse to comply with or carry out the directions of Contractor. All workers shall have sufficient skill, ability, and experience to properly perform the work assigned to them and operate any equipment necessary to properly carry out the performance of their assigned duties. Contractor shall perform driving record checks of all drivers working within the City with Page 11 of 51 said checks to be updated every twelve (12) months or as frequently as required by Department of Transportation Regulations. Contractor shall remove any driver with an unsafe driving record from working within the City. (l) Contractor shall provide evidence indicating that it has the right to use a landfill site for the purpose of this Contract for the entire period of this Contract and any agreed extensions thereto. Contractor agrees to indemnify and hold City harmless from any liabilities, including but not limited to, special clean -ups, fines or other regulations imposed on any landfill site used by the Contractor to dispose of Acceptable Waste collected in the City. As between the City and the Contractor, once waste is picked up by the Contractor, all Acceptable Waste shall be the sole responsibility of the Contractor. Hazardous waste and other items prohibited by state, federal, or local regulation from placement in landfills shall not be knowingly or intentionally placed in a landfill by Contractor. If such hazardous or prohibited waste is inadvertently placed in a landfill by Contractor, the Contractor shall not be precluded from seeking remedies, including but not limited to damages, due the Contractor from the industrial or commercial customers that generated the hazardous or prohibited waste and placed it with the Contractor for collection and disposal. Contractor and the City recognize that the Contractor’s agreement to indemnify the City from any and all liability for items placed in a landfill flows from the joint knowledge of the parties that the City will not know what is being placed with the Contractor and delivered to the landfill. (m) Contractor may cancel collection services on only the following holidays: Labor Day, Fourth of July, Thanksgiving, Christmas Day and New Year’s Day. Contractor may decide to observe any or all of the above-mentioned holidays by suspension of collection services for the holiday, but such decision in no manner relieves the Contractor of its obligation to provide residential collection services twice per week and recycling collection services once per week. Contractor will be responsible for notifying all customers at Contractor’s expense of any deviation from a regular scheduled pickup day due to any holiday observed by Contractor. The City and Contractor will work together to determine the most appropriate method of said n otification. (n) Contractor agrees to provide a citizens drop-off convenience center at a Local Transfer Station, located at 2010 California Crossing Road, Dallas, TX 75220. Each resident will have dumping privileges at this site Monday through Friday, 8:00am – 4:00pm and Saturday 8:00am – 12:00pm, where residents will be permitted to dispose of up to six (6) cubic yards of residentially generated. Acceptable Waste free of charge once per month upon presentation of their most current water b ill and a valid driver’s license. (o) The parties agree that notwithstanding anything to the contrary in the Contract, Contractor shall have no obligation to collect Unacceptable Waste. Title to and liability for such Unacceptable waste shall at no time pass to Contractor. VII. Contractor’s Collection Duties and Responsibilities Page 12 of 51 (a) Residential Collection. (1) The Contractor shall provide curbside or backdoor collection service for Residential Waste (including Acceptable Brush) on a four-day schedule with all residential customers receiving service twice per week on either a Monday/Thursday or Tuesday/Friday schedule. Contractor shall collect all Residential Waste, (with the exception of Brush and Bulky Waste, which is provided for below), placed in authorized containers (plastic bags or residential containers) placed at curbside by 7:00 A.M. on the designated collection day. Contractor shall pick up all garbage on the designated collection day no later than 7:00 PM. (2) Contractor shall provide curbside collection of Bulky Waste during the regular residential collection frequency at a rate of up to two (2) cubic yards per resident per collection provided that same are prepared according to specifications provided herein. There shall be no limit to the amount of Bundled Acceptable Brush that may be collected per collection. (i) In addition, Contractor shall collect up to twelve (12) cubic yards annually of brush, rubbish and trees, which are not contained in garbage containers or are not placed for collection in a bundle or a boxed bundle for each residential customer on an on-call basis for no additional cost. Residents requesting such service shall have the option of utilizing their annual twelve cubic yard allotment in one service collection, or may opt to utilize the allotment for up to three separate collections of four (4) cubic yards per collection. (ii) Thereafter, at customer’s request, rubbish, brush, and trees that are not contained in garbage containers or are not prepared and placed for collection in a bundle or a boxed bundle shall be collected and disposed of by Contractor on the same on-call basis for a special fee set forth in the Miscellaneous Rate Sheet. Contractor shall bill customer directly for this fee and is responsible for collection of same. (3) Contractor shall make collections with a minimum of noise and disturbance to the householder. This work shall be done in a sanitary manner. Any Solid Waste spilled by Contractor shall be picked up immediately by the Contractor’s employees. (b) Curbside Recycling (1) Recyclable commodities for each residential premise shall be serviced once per week on one of the customers two designated waste collection days. Page 13 of 51 (2) Contractor shall deliver at no charge, a Recycle Cart to new residents moving into a Residential Unit of the City where there is no existing Recycling Cart located on the premises within five business days of notification. City’s designated agent will approve and specify the wording and/or graphic composition of any labels to be applied to the Recycling Carts. Contractor shall be responsible for the ongoing maintenance of the Recycling Carts. Residential Customers shall contact Contractor to request a repair or replacement of damaged, lost or stolen Recycling Carts. Contractor shall repair or replace the damaged, lost or stolen Recycling Carts within five Business Days after receiving such notification from the Residential Customer. Residential Customers shall not be responsible for damages resulting from Contractor’s negligence or manufacturer-related defects. Contractor and City’s designated agent shall work in good faith to allocate responsibility for excessive Recycling Cart damage or replacement. Charges for the repair or replacement of Recycling Carts due to excessive occurrences by a resident shall be as determined by the Contractor and agreeable to the City. Contractor shall be responsible for billing and collection of such charges. Used Carts must be cleaned prior to reentry into the system and delivery to customers. Damaged Carts shall be removed at the same time a replacement Cart is delivered. Contractor shall not, during the term of this agreement or any renewal term hereafter, install, imbed or utilize Radio Frequency Identification “RFID” chips or similar technology, nor utilize RFID or similar technology in the servicing, replacement or addition of Recycling Carts required under this Contract. (3) Residents may elect to utilize more than one Recycle Cart for the collection of Recyclable Materials, however, there shall be an additional monthly fee for each Recycle Cart in addition to the initial Re cycle Cart provided by Contractor. Such fee shall be as stated in Exhibit A, the rate Sheet attached hereto, which may be adjusted annually in accordance with Section V-b, contained herein. (4) Contractor shall also provide the City a recycling report detailing volume collected and participation rate on a monthly basis. The participation rate will be estimated by Contractor based on the weight of recyclable materials collected. (5) The following materials shall be included in the recycling program: • Office Paper • Newsprint • Magazines and Catalogs Page 14 of 51 • Aluminum Beverage Cans • Steel/Tin Cans • Glass – Clear, Brown, and Green • HDPE & PET Plastic Bottles #1, #2 and #5, Household Paper Products to include junk mail, envelopes, cereal boxes, cardboard, chipboard, and telephone books (6) The Contractor shall be responsible for transporting the recyclable materials to a processing site and must have established buyers or markets for the recyclables. The Contractor may be required to identify the buyers of the recyclables upon request by the City. To the fullest extent possible, recycling materials should be protected against contaminates that require disposal at the landfill. Contractor shall be responsible for processing and marketing of all residential Recyclable Materials collected pursuant to this Agreement. Recyclable Materials shall comply with any and all specifications provided by Contractor in order to meet quality thresholds for commodity markets and contamination levels. To the extent any type of Recyclable Material received within the City limits is rejected by the recycling facility or is not of the intended quality or grade, Contractor will notify the City and shall deliver the contaminated load to the Contractor’s landfill. If market conditions develop that limit or inhibit Contractor from selling some or all of the Recyclable Materials, Contractor shall notify the City, and agrees to negotiate in good faith with the City changes to this agreement that may include; (i) disposal of Recyclable Materials at the Contractor’s landfill, (ii) temporary suspension of the Recycling Services, or (iii) discontinued collection of Recyclable Materials. Changes to recycling services or collection schedules shall occur only after City and Contractor have negotiated new terms to this agreement, and sufficient time has been provided for the City to properly communicate the changes to its residents. (7) Contractor shall provide the City a report on a monthly basis detailing the commodity value by material type and processing rate of the City’s recyclable materials. Recyclable materials price report should include, but not be limited to; Old Corrugated Cartons (“OCC”), Mixed paper products, plastic containers, glass bottles and jars, steel and tin cans, aluminum cans, aseptic packaging (wax coated milk and juice cartons). (8) If Contractor’s employees determine that the recyclable materials set out by the resident are unacceptable due to the inappropriateness of the materials, Contractor will leave the inappropriate materials in the bin. A sticker shall be attached to the bin explaining the reason the materials were rejected. Contractor will not be required to collect recyclable materials mixed with garbage or rubbish normally collected by Solid Waste collecting crews. Page 15 of 51 (c) Commercial and Industrial Collections. (1) Commercial Container Specifications: Contractor agrees to make commercial containers for storage of Commercial Waste, Construction Debris, and/or debris, as the case may be, available upon request of the owner or occupant of any premises (at such owner’s or occupant’s expense) within the corporate limits of City, excluding single family and two-family residences. The commercial containers provided by Contractor shall be (i) equipped with suitable covers to prevent blowing or scattering of Solid Waste while being transported for disposal of their contents, (ii) maintained in good repair, appearance, and in a sanitary condition, and (iii) clearly marked with Contractor’s name and telephone number in letters not less than two (2) inches in height. If collection is from a commercial container, that container should be located on a concrete pad to accommodate collection equipment. (2) Commercial Recycling (a) Contractor agrees to make commercial containers for storage of Recyclable materials for each commercial premise available upon request of the owner or occupant of any premises (at such owner’s or occupant’s expense) within the corporate limits of the City, excluding single family and two-family residences. Said containers will be a minimum of two cubic yards and be equipped with lids for protection of paper materials during weather. (b) Contractor agrees to provide Recycle Cart recycling services to commercial customers in the City who do not have the space to place a recycle dumpster, or who produces a small amount or recyclable materials each week, provided that such customer’s location(s) are acceptable and agreeable between Contractor and the City. The rate for such recycling services is set forth in Exhibit A. (c) Contractor shall collect the recyclable materials at the location and frequency to be mutually agreed upon by Contractor and the commercial customer, provided, however, recycling service shall be at least once per week to maintain the premises free of accumulation of waste. (d) Contractor shall provide the City a recycling report detailing commercial volume collected. (e) Acceptable Materials shall include for front-load recycling shall include cardboard only. Businesses may opt-in for a 95-gallon cart to include Newspaper, office paper, plastic containers, and Page 16 of 51 aluminum containers. Contractor has the right to add or remove materials from the accepted list of materials due to market factors. (f) The Contractor shall be responsible for transporting the recyclable materials to a processing site and must have established buyers or markets for the recyclables. The Contractor may be required to identify the buyers of the recyclables upon request by the City. To the fullest extent possible, recycling materials should be protected against contaminates that require disposal at the landfill. The Contractor shall be totally responsible for the processing and marketing of all recyclable materials collected pursuant to the Contract. (g) If Contractor’s employees determine that the recyclable materials set out by the customer are unacceptable due to the inappropriateness of the materials, Contractor will leave the inappropriate materials in the container. Contractor shall notify the customer explaining the reason the materials were rejected. Contractor will not be required to collect recyclable materials mixed with garbage or rubbish normally collected by Solid Waste collecting crews. (h) Contractor agrees to assist commercial customers in obtaining LEED’s certification regarding the recovery and disposition of construction debris on construction projects. (3) Frequency of Commercial Front Load Collections: Contractor agrees that the frequency of collections shall be as is mutually agreed upon by Contractor and the commercial customer, provided, however, collection service shall be at least once per week to maintain the premises free of accumulation of waste. Contractor shall notify City if the size and number of commercial containers and frequency of pickup at a commercial site are insufficient to avoid an unsightly accumulation of Solid Waste or fire hazards or an accumulation of flies, rodents, scavengers and unnecessary odors. (4) Frequency of Commercial Roll Off Collections: Contractor agrees that the frequency of collection shall be as is mutually agreed upon by Contractor and the Commercial Roll Off customer, provided, however, that Contractor shall notify City if collection service are not scheduled so as to maintain the premises free of accumulation of Acceptable Waste or fi re hazards or an accumulation of flies, rodents, scavengers and unnecessary odors. Page 17 of 51 (d) City Collections. (1) The Contractor shall make, at no charge to the City, the collection, transportation, and disposal of Acceptable Waste accumulated by the City at City owned, operated, or other City designated sites up to ten thousand front load container service yards and ninety-five(95) 30-yard roll off loads of waste per year (“Annual Limits”). City will provide a list of such sites to Contractor upon execution of this Agreement and thereafter may be updated from time to time. Regular service shall include the free provision, collection, and hauling or dumpsters and/or roll-off containers as requested by the City for special events and ongoing or special projects. In the event that the City’s containers are full and are in need of a special disposal, the Contractor shall accommodate the City when possible. For collection service requirements in excess of these Annual Limits, the City will be charged the then current rates for such service as set forth in Exhibit “A” attached hereto. For purposes of this section, commercial service y ards per container shall be calculated using the container size multiplied by the times of collection (for example: 6-yard container X 3 times per week collection X 4.33 weeks per month X 12 months = 935 annual commercial collection yards). Roll off loads shall consist of completed loads of large containers (30-yards) to the Landfill as directed by the City. (2) The Contractor shall also provide, at no charge to the City, recyclable materials collection services at City buildings as listed on Exhibit G. The list of City buildings receiving such service may change from time to time upon mutual agreement between the City and the Contractor. The recyclable collection service shall consist of up to one time per week collection of recyclable materials. Acceptable materials shall include: Newspaper, office paper, cardboard, plastic containers, and aluminum containers. The City shall place the recyclable materials for collection at a location adjacent to the City building(s) agreed to by the parties. The recyclable materials placed for collection shall be contained in a Commercial Container with a capacity of 6 or 8 cubic yards, collection cart or special color plastic bag (blue bag). The Contractor shall transport the collected recyclable materials to a material recovery facility for processing. (e) Special Collections (1) Christmas Tree Recycling. The Contractor will be required to provide containers for the City’s annual Christmas tree recycling program at a City designated location once annually. Said mulching will be conducted by the second weekend in January each year . The city may market and advertise that residents can dispose of Christmas Trees at a designated site up to the second weekend in January. At that time, the site Page 18 of 51 will be shut down and the Contractor will mulch all trees. The City will determine the use of the mulch created from the trees. (2) Storm Debris Management Program. In the event of a major storm, as characterized by property damage in the City, such as downed trees on public or private property, and as determined by the City Manager and agreed to by Contractor, the Contractor shall provide, at the City’s request, assistance to residents in the disposal of storm debris. The Contractor agrees to provide sufficient information to substantiate its costs to provide this service in accordance with the rates listed in Exhibit A. City and Contractor agree to negotiate in good faith any deviation to rates and services listed in Exhibit A (3) Household Hazardous Waste (HHW) and Electronics Waste (E- Waste) Collection – Contractor shall offer residential monthly door-side pickup of Household Hazardous Waste and Electronics Waste on an on - call basis, at a frequency of no more than once per month per household. Contractor shall deliver the necessary collection bags for HHW and E - Waste materials directly to the resident via mail or other courier service. Collection shall be limited to acceptable HHW and E-Waste items listed in Exhibit F of this agreement. (4) Annual Leaf Collection and Recycling Program –The Contractor will provide for no additional cost, annual collection of bagged leaves on six (6) Wednesdays during the months of November, December, and January. The specific days of collection will be as mutually agreed upon by the City and the Contractor. Residents will need to have their leaves bagged and placed at the curb no later than 7:00 am on the designated collection day. Contractor will collect the bagged leaves and transport them to the approved disposal site for debagging and processing, which will then be integrated into soil amendment materials. In order to avoid collection errors, bagged leaves must be set at a curb location clearly distinguishable from solid waste. Residents should place bagged leaves at the curb physically separated from the location where regular solid waste is set for collection. (5) Removal of Litter and Illegal Dumping on City Property – The City will occasionally have litter or debris illegally dumped on City property such as greenbelts, parks, medians, or rights of way. The Contractor shall pick up and dispose of such materials as requested by the City, at a rate of up to two hundred (200) hours annually. Hours requested by the City beyond this allocation shall be billed to the City at a mutually agreed upon Page 19 of 51 rate. The City will be responsible for notifying Contractor, and Contractor will have up to two (2) business days to complete the ta sk. VIII. Spillage (a) Contractor shall not be responsible for scattered waste unless the same has been caused by its acts or those of any of its employees, in which case, all scattered waste shall be cleaned up immediately by the Contractor. A fork, push broom, and a scoop-type shovel shall be maintained on each truck for cleanup activity. The Contractor shall, if necessary, hand clean all spillage resulting from its collection activities. In the event of spillage of hydraulic fluid, engine oil, f uel, or other liquids that spill from the collection truck which may require power washing (“truck fluids”) on City infrastructure or private property, Contractor agrees to power-wash the pavement or concrete to attempt to remove spillage within twenty-four (24) hours of notification of said spillage. In the event of spillage on private property, Contractor shall remove said waste within twenty-four (24) hours of notification to Contractor. (b) Contractor will not be required to clean up or collect loose waste and/or spillage not created by its operations, but shall report the location of such conditions to the City so that proper notice can be given to the customer at such premises to properly contain such waste. Spillage or excess waste shall be picked up by Contractor after the customer reloads the containers. In the case of commercial customers, Contractor shall be entitled to an extra collection charge for each reloaded commercial container requiring an extra collection. (c) Should such commercial spillage continue to occur, due to the inadequate size of the container, the City shall require the commercial customer and Contractor to increase the frequency of collection of the customer’s waste, or require the customer to utilize a commercial container with a larger capacity, and Contractor shall be compensated for such additional services. IX. Exclusions (a) Waste services for Southlake roll-off containers for temporary Construction Debris for are open market and such services are not included in this Agreement. X. Non-Collection and Complaints (a) All service complaints shall initially be directed to Contractor. In most cases, Contractor will resolve complaints to the complainant’s satisfaction within 24 hours of receipt of the complaint, excluding Sundays and Holidays defined in Section VI(m). Unless Contractor provides proper documentation to the City, Contractor will contact the customer and begin the resolution process by the end of the next business day following Page 20 of 51 receipt of the complaint and seek to resolve the complaint to the complainant’s satisfaction within 36 hours of receipt of the complaint, excluding Sundays and Holidays defined in Section VI(m). If the Contractor is unable to resolve a complaint within 36 hours, Contractor will notify City and provide documentation to the City’s satisfaction explaining the reasons the complaint cannot be sa tisfied within 36 hours. On a daily basis, Contractor shall supply the City with copies of all complaints on a form approved by the City or in an electronic format agreeable between City and Contractor indicating the disposition of each complaint. The form shall indicate the day and hour on which the complaint was received and resolved. (b) The City shall notify Contractor of each complaint reported to the City in order for Contractor to take whatever reasonable steps are necessary to remedy the cause of the complaint. Contractor shall notify the City of its disposition in a monthly report in an electronic format agreeable between City and Contractor indicating the disposition of each complaint. The form shall indicate the day and hour on which the complaint was received and resolved. (c) Contractor shall provide the City with a full explanation of the disposition of any complaint involving a customer’s claim of damage to private property as the result of actions of Contractor’s employees, agents and subcontractors. (d) Contractor shall notify all customers about complaint procedures, rules and regulations, and days of collection on an annual basis and whenever there is a change in service, days of collections, procedures, etc. The City and Contractor will work together to determine the most appropriate method of said notification. (e) For a complaint from a customer dealing with the Basic Service Components, the City Manager shall be responsible for deciding any disputes between the City, Contractor, and/or the customer as to the validity of the customer’s complaint. Basic Service Components include the Contractor’s duties to collect a customer’s waste as required herein, to clean up spillage as required herein, and to exchange or replace a commercial or residential customer’s container or bin as required herein. The decision of the City Manager on such matters shall be final and all parties agree to abide by said decision; provided, however, that when Contractor challenges any complaint or failure to perform under this contract, the City Manager may, in her sole discretion, request a joint inspection by a representative of the City and a representative of Contractor. However, such inspection shall not alter the City Manager’s discretion to make the final decision regarding such matter. (f) It is understood and agreed by and between the City and Contractor that if any customer maintains improper or inadequate containers for the nature, volume or weight of Acceptable Waste to be removed from the premises, or if any customer improperly places debris or bulky items for collection, Contractor may refrain from collecting all or a portion of such Acceptable Waste and shall notify the City and the customer that the Acceptable Waste has not been removed from his premises on the scheduled collection day and where no notice of non-collection or a change in collection Page 21 of 51 schedule has been received from Contractor, the City may investigate. If the City determines that Contractor has failed to collect Acceptable Waste from the premises without cause, Contractor shall collect same within 24 hours after a collection order is issued by the City. (g) Employees of Contractor shall not be required to expose themselves to dangerous or vicious animals in order to accomplish waste collection in any case where the owner or tenants have animals at large, but Contractor sh all immediately notify the City, in writing, of such condition and of Contractor’s inability to make collection. (h) Contractor may cancel a portion or all of a scheduled service day due to hazardous weather conditions, and shall notify the City Manager or her designee of such cancellation as soon as the decision to cancel service has been made. XI. Term and Review of Performance (a) The initial term of this Contract will be for five years commencing October 1, 2023, and terminating September 30, 2028. Near the end of the five year period, the City Council will undertake a review of the performance of the Contractor based upon performance and quality measures outlined in Section XII of the Contract. If the City Council finds the performance of Contractor to be acceptable, the parties may agree to renew this Agreement under the same terms and conditions for an additional five year period, terminating September 30, 2023. (b) City and Contractor agree that any time during the terms of this Amendment, the City may make a written request to enter into negotiations with Contractor to consider any alternative collection model (“ACM”). An ACM is any fundamental change in waste collections services, such as a change in the allowed residential collection containers or a change in the frequency of waste pickup by Contractor. Once City has made such a request, City staff and Contractor agree they will promptly enter into good faith negotiations as to the proposed ACM and any contract terms thereto. If the City and the Contractor agree to the terms of a new waste services contract that incorporates the ACM, the Agreement will terminate in favor of the new contract. If, however, the City and Contractor are unable to agree to the terms of a new waste services contract, and notwithstanding anything to the contrary, the City retains the right to terminate the Agreement. Any such termination will be effective 180 days after receipt of the written termination is received by Contractor. This termination option is only applicable as provided in this Paragraph. (c) In the event either party desires to not extend this Contract as provided in subsection (a) above, the party desiring not to extend the Contract will notify the other party of its intent not to renew the Contract within one hundred eighty days (180) of the expiration of the then current contract term. Page 22 of 51 XII. Performance Measures and Penalties In evaluating Contractor’s performance pursuant to Sections X I(a) and (c) above, the City will determine whether the Contractor has met the following performance measures: (a) Customer Complaints: In accordance with Section X(a) of this Contract, Contractor shall not have failed to contact customers to begin the resolution process by the end of the next business day more than six times per year, and Contractor will have resolved customer complaints to the complainant’s satisfaction within 36 hours of Contractor’s receipt of the complaint, as called for herein, except for Sundays and Holidays and t hose instances where Contractor has provided the City with written documentation showing why the complaint will take longer than 36 hours to resolve, ninety percent (90%) of the time (b) Satisfaction Survey: A Customer Satisfaction Survey (Survey) may be performed by the City at a time when the performance of other city services are being surveyed, at City’s expense. The question s in the Survey to be asked of the customers in relation to Contractor will be as set forth in Exhibit “D”, or as otherwise agreed to by City and Contractor. The parties agree that it is a goal to have at least 85%, excluding those who answer “no experience,” or “no comment” of the responses to the Survey will rank Contractor as Excellent or Very Good. Nevertheless, the parties will discuss the actual results and attempt to determine if a lower rating is acceptable to the City based on the circumstances surrounding the Survey. The Survey must be Valid and Reliable, and properly reflect the different categories of the City’s population, including, but not limited to, age, region of the City where respondent lives, and income levels. The Survey will not be conducted by mail. If Contractor challenges the Survey, the City agrees to provide all information relating to the Survey to Contractor so that Contractor can investigate the Validity and Reliability of the Survey or whether it properly reflects the City’s population. (c) Collection of Acceptable Waste: Contractor shall not fail to collect acceptable waste within thirty-six business hours after learning of the failure to collect acceptable waste more than ten (10) times in any twelve-month period. (d) Duties and Obligations: Contractor shall have substantially performed all of Contractor’s General Duties and Obligations as set forth in Article VI of this Contract. Page 23 of 51 (e) Spillage: Contractor shall not have failed to pick up scattered Acceptable Waste or spillage in accordance with Article VIII more than three times in any twelve-month period. (f) Noncompliance: Contractor shall have no events of Noncompliance as outlined in Article XVI of this Contract. (g) Timeliness of Collection. Contractor shall have received complaints alleging that collection within 1000 feet of any residence occurred before 7:00 a.m. or after 7:00 p.m. on no more than two occasions annually. (h) Adherence to State, Local and Federal Laws. Contract shall have no violations of and State, Local or Federal laws, excluding traffic violations in the previous twelve (12) months. (i) Recycling Education. Contractor will provide at least one public recycling education session explaining the benefits of recycling. (j) Reporting & Notifications (i) Required Reporting to the City - the following reports or notifications to the City's Agreement administrator with a minimum of the information identified below. If not established by an outside authority, report formats will be mutually agreed to by Contractor and the City. AlI information provided in the reports becomes the property of the City. The City shall have the right to use the data for whatever purposes it deems appropriate. Reports and frequency shall be outlined in Exhibit E. (ii) Types of Reports and Due Dates – All daily reports are due at the beginning of the next workday no later than 7:00AM with updated information from the previous business day's activities . Monthly Reports shall be submitted no later than the 15th of the following month during the term of the Contract. Quarterly Reports must be submitted no later than: o First Quarter Report - April 30th o Second Quarter Report - July 31st o Third Quarter Report - October 31st o Fourth Quarter Report - January 31st Annual Reports must be submitted no later than October 21 of the next contract year. (k) Performance Penalties. Unless otherwise specified below, this subsection shall be effective April 1, 2024. In the event Contractor shall fail to perform Page 24 of 51 any of the obligations set forth below, then, in addition to any and all of the remedies set forth in this Agreement, Contractor agrees to pay the City the following Performance Penalties: (i) Multiple Missed Collections - $150.00 for each missed collection at a single address following the second documented missed collection having occurred at the same address within a ninety (90) day period. (ii) Hydraulic Spills - Failure to clean up any Contractor vehicle hydraulic leakage within twenty-four (24) hours of notice to Contractor - $150.00. Contractor will make every effort to immediately address any vehicle hydraulic leakage; however, additional time is sometimes required for a cleanup c rew to travel and properly complete the work required. Performance Penalties do not apply if a resident causes the spillage or leakage due to disposing of unacceptable items or liquid including engine oil, hydraulic oil, cooking oil, chemicals, paint, solvents, stains, or gasoline. The Contractor will clean up the spill and invoice the City upon written request. (iii) Material Spillage - The Contractor will make reasonable effort to clean up any spilled refuse or recycling that occurs during the act of collection due to driver or equipment related reasons. Contractor shall pay the City the $50.00 for each instance that spilled refuse or recycling is not cleaned up within 24-hours of notice given to the Contractor. (iv) Failure to complete 98% of scheduled Collections on a given day - $150.00. This Performance Penalty will not apply if 99% of routes within a quarter (90 days) are completed prior to 7:00 pm and the Contractor notifies the City on the same day an issue occurs and completes the scheduled collections on the following business day. (v) Noise Violations – The Performance Penalty is effective October 1, 2023 - $500 per separate occurrence – applies when the Contractor is servicing a commercial front load location that is within 1,000 feet of a residential unit and the City or CWD receives a noise complaint regarding service occurring before 7:00 a.m. Provided the Contractor has not received approval from the City to do so. (vi) Repeated Noise Violation – The Performance Penalty is effective October 1, 2023 - $1,000 for each noise violation at a single commercial location when the first documented noise violation having occurred at the same commercial location within a ninety (90) day period. Provided the Contractor has not received approval from the City to do so. Page 25 of 51 Any and all performance penalties must be reported to the Contractor in writing within twenty-four (24) business hours. Contractor shall not be deemed liable for Performance Penalties where the Contractor’s inability to perform Collection service or other activities is the result of an event of Force Majeure as set forth in this Agreement. Performance Penalties are not cumulative and will not be double charged. The City may invoice the Contractor for Performance Penalties, but will not deduct charges or penalties from the Contractor’s invoice. Performance Penalties shall not exceed $23,000 in a contract year. XIII. Contractor’s Relation to City (a) Contractor as Independent Contractor: It is expressly agreed and understood that Contractor is in all respects an independent contractor as to the work, duties and rights granted herein, notwithstanding the fact that Contractor is bound to follow the direction of designated City officials, and that neither Contractor nor any person performing any of the work covered under this contract is in any respect an agent, servant, officer or employee of the City. This contract specifies the work to be done by Cont ractor, but the method to be employed to accomplish this work shall be the exclusive responsibility of Contractor, and under Contractor’s exclusive control and right of control. The doctrine of respondent superior shall not apply between the City and Cont ractor, or any of Contractor’s agents, servants, employees or subcontractor’s and nothing herein shall be construed as creating a partnership or joint enterprise between the City and Contractor. (b) Subletting Contract: This contract, or any portion thereof, shall not be sublet or assigned except with the prior written consent of the City Council of the City. No such consent will be construed as making the City a party to such subcontract or assignment, or as subjecting the City to liability of any kind to any subcontractor or assignee. No subcontractor or assignee shall, under any circumstances, relieve Contractor of his liability and obligation under this contract, and despite any such subletting or assignment, the City shall deal through Contractor unless otherwise agreed by the City. Any subcontractor and assignees will be dealt with as workers and representatives of Contractor, and as such shall be subject to the same requirements as to character and competence as are other employees of Contractor. (c) Inspection of Performance: The City Manager may inspect Contractor’s operations, equipment and performance at any reasonable time and Contractor shall furnish the City Manager with every reasonable opportunity to inspect Contractor’s operations or equipment or for otherwise ascertaining whether or not the work is being performed in accordance with the requirements of this contract. XIV. Indemnification Page 26 of 51 CONTRACTOR COVENANTS AND AGREES TO FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, JUDGMENTS, COSTS AND EXPENSES (INCLUDING ATTORNEY’S FEES) FOR PROPERTY DAMAGE OR LOSS, AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THE WORK AND SERVICES DESCRIBED HEREUNDER INCLUDING OPERATIONS OF SUBCONTRACTORS, IF ANY, AND THE ACTS OR OMISSIONS OF EMPLOYEES OR AGENTS OF CONTRACTOR, OR IN ANY WAY RESULTING FROM OR ARISING OUT OF THE COLLECTION, TRANSPORTATION OR DISPOSAL OF SOLID WASTE UNDER THIS CONTRACT, SAVE AND EXCEPT FOR THE LOSS OR INJURY DUE TO CITY’S NEGLIGENCE OR WILLFUL ACTS OR OMISSIONS WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSE OF CITY OR CONTRACTOR UNDER TEXAS LAW. XV. Insurance The Contractor shall obtain and maintain in full force and effect for the duration of this Contract and any extension hereof, at the Contractor’s sole expense, insurance coverage written by companies approved by the State of Texas, with an A.M. Best rating of A-VIII or higher, and acceptable to the City in the following types and amounts: Any of the insurance coverage required herein may in part, or in whole, come from self-funded, ERISA, or self-insurance plans: TYPE AMOUNT (a) Worker’s Compensation or statutory equivalent and Employer’s Liability Statutory $100,000/500,000/100,000 TYPE AMOUNT (b) Commercial General (Public) Liability insurance including coverage for the following: a. Premises Operations b. Independent Contractors c. Products/Completed Operations d. Personal Injury e. Advertising Injury f. Contractual Liability Combined single limit for bodily injury and property damage in the amount of $2,000,000 per occurrence or its equivalent. Page 27 of 51 TYPE AMOUNT (c) Comprehensive Automobile insurance, including coverage for loading and unloading hazards, for: a. Owned/Leased Vehicles b. Non-owned Vehicles c. Hired Vehicles Combined single limit for bodily injury and property damage in the amount of $5,000,000 per accident or its equivalent. The insurance coverage specified above constitutes the minimum requirements and said requirements shall in no way lessen or limit the liability or responsibility of Contractor under the terms of this contract. (d) Certificates of Insurance: Upon execution of this Agreement, and annually thereafter, Contractor agrees to provide certificates of insurance evidencing that Contractor has obtained insurance of the type and in the amount required herein. Contractor further agrees to provide thirty (30) days’ notice to the City for cancellation, non-renewal, or material change in coverage and ten (10) days’ notice for cancellation, non-renewal or material change in workers’ compensation coverage. In the event of such notice, Contractor agrees to promptly provide Certificates of Insurance evidencing that the Contractor has obtained insurance of the type and in the amount required herein. (e) Additional Policy Endorsements: The City shall be entitled, upon request, and without expense, to receive copies of endorsements to the policies. The City may review the Policy limits every three years, and at such times the Policy limits may be reasonably adjusted, provided such adjusted limits are available, and any additional premium cost may be passed through to customers if approved by the City in accordance with Section V(b). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverage and shall pay the cost thereof. (f) Required Provisions: The Contractor agrees that with respect to the above required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following requi red provisions: (1) Name the City of Southlake and its officers, employees, and elected representatives as additional insured, (as the interest of each insured may appear) as to all applicable coverage; (2) Provide for thirty (30) days’ notice to the City for cancellation for general & auto liability policies; (3) The Contractor agrees to waive subrogation against the City and its officers, employees, and elected representatives for injuries including: death, property Page 28 of 51 damage, or any other loss to the extent same may be covered by the proceeds of insurance except for cases involving the sole negligence of the City; (4) Provide that all provisions of this Contract concerning liability, duty, and standard of care, together with the indemnification provision, shall be underwritten by contractual liability sufficient to include such obligations within applicable policies; (5) For coverages that are only available with claims made policies, the required period of coverage will be determined by the following formula: Continuous coverage for the life of the Contract, plus one (1) year (to provide coverage for the warranty period), and an extended discovery period for a minimum of three (3) years which shall begin at the end of the warranty period; and (g) Notices: The Contractor shall notify the City in the event of any material change in coverage and shall give such notices in writing no less than thirty (30) days prior to the change. The notice must be accompanied by a replacement Certificate of Insurance. XVI. Noncompliance In the event Contractor shall fail to perform any of the material provisions (a “Material Breach) of this Contract, City shall promptly notify Contractor of its noncompliance, stating with particularity the facts relating thereto. Thereafter, if the Material Breach is not corrected or if agreed upon steps are not taken to improve and/or otherwise comply with the terms of this Contract within a period of time which is reasonable in relation to the nature of the event of noncompliance but in no case more than ten (10) days (hereafter the “Contractor Cure Period”) the Material Brach shall constitute an act of noncompliance. For each such Material Breach, City may deduct from the consideration to be paid Contractor the sum of Five Thousand and No/100 Dollars ($5000.00) per day for each day such Material Breach shall continue following the Cure Period (“Liquidated Damages”). This remedy is hereby expressly made cumulative of other remedies available to City, at law or in equity, for the breach of this Contract. Notwithstanding anything stated in this Article XVI to the contrary, a Material Breach shall represent all breaches for a material breach of a given section per day. For instance, if Contractor were unable to service a material number of pickups for a g iven period, (e.g., three days) the Liquidated Damages amount shall be the total damages per day paid in connection with that Material Breach (not per each account that Contractor did not service.) Total Liquidated Damages for that Material Breach for the three (3) day period would the Liquidated Damages times three (3). Page 29 of 51 XVIII. Termination If at any time Contractor shall fail to substantially perform terms, covenants, or conditions herein set forth, City shall notify Contractor by certified mail addressed to the Contractor at the address set forth herein of specific reasons in support of City’s claim that Contractor has breached the terms and provisions of the Contract. Contractor shall be allowed seven (7) days from the date of receipt of notice to remedy any failure to perform and provide written documentation of such remedy. Should the Contractor fail to remedy issues related to the breach of said Contract conditions, then a hearing shall be held by the City. Should City deem failures to be corrected, no hearing shall be held. A notice shall be sent to Contractor no later than five (5) days before a hearing is scheduled. The notice shall specify the time and place of the hearing, and shall include the specific reasons in support of City’s claim that Contractor has breached the terms and provisions of the Contract. Contractor shall be allowed to be present, and shall be given the full opportunity to present its reasons why the Contract should not be terminated and answer such claims that are set out against said Contractor. If the City Council makes a finding that the said Contractor substantially failed to perform its duties as specified in the Contract, the City Council may terminate the Contract. If the City Council so terminates the Contract, nothing herein waives Contractor’s ability to claim or assert that the City’s termination was wrongful and/or a breach of this Contract in a court of law. Further, Contractor reserves the right to disagree with the findings of the City Council. Nothing herein waives or impairs Contractor’s rights to terminate the Contract pursuant to law upon a material breach by the City. Provided, however, Contractor shall notify City by certified mail addressed to the City at the address set forth herein of specific reasons in support of Contractor’s claim that City has breached the terms and provisions of this Contract. City shall be allowed ten (10) days from the date of receipt of notice to remedy any alleged breach. Should the City fail to remedy issues related to the alleged breach of said Contract conditions, then Contractor may terminate. Nothing herein waives City’s ability to claim or assert that Contractor’s termination was wrongful and/or a breach of this Contract. XIX. Miscellaneous (a) Compliance with laws. Contractor hereby agrees to comply with all applicable federal, state, and local laws including the Fair Labor Standards Act, and rules, regulations orders and decrees of the Texas Department of Health, the Texas Natural Resource Conservation Commission, and the United States Environmental Protection Agency or their successors. Contractor shall indemnify and hold harmless the City, its officers, representatives, agents, and employees against any claim or liability arising from or based on the violation of any such laws, regulations, ordinances, orders, or decrees, whether such violation was by Contractor, its agents or employees, or any subcontractor or assignee. Contractor shall not be required to collect or dispose of any oil, sludge, fecal material or any radioactive, pathological, toxic, acidic or volatile material, or other Page 30 of 51 hazardous waste or improper waste from any commercial or residential customer. Should Contractor elect to dispose of such materials, Contractor shall receive a fee or charge mutually acceptable to Contractor and to the party requesting disposal of such materia ls. Should Contractor elect to dispose of such materials, Contractor shall take such steps and precautions as are required by the applicable laws governing disposal of such material and shall indemnify the City from any liability arising from such disposal. Contractor shall at all times observe all City ordinances controlling or limiting those engaged in performing work under this contract; provided, however, that nothing contained in any ordinance now in effect or hereafter adopted pertaining to the collection of Acceptable Waste or other trash shall in any way be construed to affect, change or modify or otherwise alter the duties, responsibilities and operation of Contractor in the performance of the terms of this contract. It is the intention hereof th at Contractor be required to perform the terms of this contract regardless of the effect of interpretation of any municipal ordinance which in any way relates to Acceptable Waste or other trash. (b) Multiple Originals: This contract is executed in multiple originals, each of which shall be deemed for all purposes to be an original, and all of which are identical. (c) Paragraph Headings: The paragraph headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this contract. (d) Successors and Assigns: All of the terms, covenants, and agreements contained herein shall be binding upon and shall inure to the benefit of successors and assigns of the respective parties hereto. (e) Notices: Notices by either party to the other party shall be sufficient if sent by certified mail, postage paid, return receipt required, addressed to the other party at the addresses designated below each party’s signature hereunder. (f) Venue and Choice of Law: The parties acknowledge that this Contract is fully performable in Tarrant and Denton Counties. Should any action, whether real or asserted, at law or in equity, arise out of terms and conditions of this contract, venue for said action shall be in Tarrant County, Texas and this Contract shall be construed under the substantive laws of the State of Texas excluding its choice of law provisions. (g) Governmental Powers: It is understood and agreed that by execution of this contract, the City does not waive or surrender any of its governmental powers. (h) Taxes: Contractor shall pay all federal, state and local taxes including sales tax, social security, worker’s compensation, unemployment insurance and any and all other required taxes which may be chargeable against Contractor for its labor, material, equipment, real estate and any other items necessary to and in performance of this contract. Page 31 of 51 (i) Licenses, Permits, and Fees: Contractor agrees to obtain and pay for all licenses, permits, certificates, inspections and all other fees required by law or otherwise necessary to perform the services prescribed hereunder. Contractor shall also pay, at Contractor’s own expense, all disposal fees associated with the collection, removal and disposal of Acceptable Waste. (j) Sovereign Immunity: Nothing contained within this Contract, including but not limited to Section X I(b) herein, shall be deemed a waiver of City’s sovereign immunity. (k) Performance Bond: Contractor agrees that upon the execution of this Contract and before beginning work, it shall make, execute and deliver to the City a good and sufficient surety bond in a form furnished by the City, to secure the faithful performance of the terms and conditions herein. Such bond shall be in the amount of Seven Hundred and Fifty Thousand Dollars ($750,000.00), and signed by the president or general officer of 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, and approved by the City. (l) Promotional and Public Relations Activities: The Contractor shall invest Six Thousand Dollars ($6,000.00) annually for Solid Waste and recycling marketing materials for residential and commercial purposes. The scope and subject of these marketing materials should be mutually decided by City and Contractor at the beginning of City’s fiscal year (October 1). Such payment by Contractor sha ll be submitted to the City by June 1st each year. These amounts will cover design, printing, and distribution of said materials. All marketing materials must be approved by the City. Contractor further agrees to select various ways to participate in the Southlake community in a philanthropic manner. (m) Construction: The parties acknowledge that they are each represented by counsel and have had sufficient opportunity to review this Contract. Therefore, the parties agree that nothing in this Contract will be construed against the drafter. (n) City Emergency Contact: The City agrees to provide Contractor with the name and phone number of the employee Contractor should contact after hours should an emergency arise. During a natural disaster, or homeland security event, there may be a need for the City of Southlake to access your business for products or services after normal business hours and/or holidays. The City may request City employee pick up or vendor delivery of product or services. For this purpose, a primary and secondary emergency contact name and phone number are required. It is critical the vendor’s emergency contact information remains current. City shall be contacted by E -mail with any Page 32 of 51 change to a contact name or phone number of these emergency contacts. Updates may be emailed to vendors@ci.southlake.tx.us. All products or services requested during an emergency event are to be supplied as per the established contract prices, terms and conditions. The vendor shall provide the fee (pricing) for an after-hours emergency opening of the business, if any. In general, orders will be placed using a City of Southlake procurement card (Master Card) or City issued Purchase Order. The billing is to include the emergency opening fee, if applicable. The contractor shall provide the names, phone numbers and fee (pricing), if any, for an after-hours emergency opening of the business listed below. Business Name: ___________________________________________________________ Contract #: ___________________________________________________________ Description: ___________________________________________________________ Primary Contact (Name):____________________________________________________ Primary Contact Phone Numbers: Home: ___________________ Cell: ___________________ Secondary Contact (Name):____________________________________________________ Secondary Contact Phone Numbers: Home: _________________ Cell: ___________________ After Hours emergency opening fee, if applicable: $_________________________________________ (p) City Enforcement: To the extent authorized by law, City agrees to use its best efforts to ensure that Commercial and Industrial customers utilize Contractor’s services. (q) Additional Provisions: If taxes or fees are imposed upon Contractor after the date of this Agreement by a governmental entity or agency directly attributable to Contractor’s handling or disposition of Acceptable Waste or other waste materials as required by this Agreement, then Contractor may request to recover those additional taxes or fees during the term of this Contract in accordance with Section V(b) herein. Page 33 of 51 (r) Certifications: Contractor hereby certifies that the Contractor does not and will not boycott Israel during the term of the Agreement in accordance with Chapter 2270, Texas Government Code. Contractor hereby certifies that the Contractor is not included on the website of the Texas Comptroller for entities doing busine ss with foreign terrorist organizations pursuant to Chapter 2252, Texas Government Code. Contractor hereby certifies that the Contractor does not and will not boycott energy companies during the term of the Agreement in accordance with Chapter 2274, Texas Government Code. Contractor hereby certifies that the Contractor does not have and will not engage in a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association during the term of the Agreement in accordance with Chapter 2274, Texas Government Code. (r) If, after the date of this Agreement, additional regulations by a governmental entity or agency result in extra costs to Contractor in providing the services required herein, the Contractor may be entitled to recover those costs during the term of this Contract in accordance with Section V(b) herein. Page 34 of 51 IN WITNESS HEREOF, the contracting parties, by our duly authorized agents, hereby affix our signatures and seals on this ___ day of _____, 2023. Community Waste Disposal, LP 2010 California Crossing Road Dallas, TX 75220 By:_________________________________ Name: _____________________________ Title: ______________________________ City of Southlake, Texas 1400 Main Street Suite 460 Southlake, Texas 76092 By:_______________________________ John Huffman, Mayor ATTEST: By:_______________________________ City Secretary Page 35 of 51 VERIFICATION STATE OF TEXAS § § COUNTY OF ____________ § BEFORE ME, the undersigned Notary Public, on this day personally ________________________, who being by me duly sworn upon his oath deposed and said that he is the _______________________of ___________________________; that he is authorized to make this affidavit on behalf of _______________________; that he has read the above and foregoing Contract, and that every material statement contained herein is true and correct, to the best of his knowled ge and belief. _________________________________________ _________________________________________ SUBSCRIBED AND SWORN TO BEFORE ME this _______ day of _______________, 2023. __________________________________ NOTARY PUBLIC, in and for the State of Texas Page 36 of 51 STATE OF TEXAS § § COUNTY OF ____________ § BEFORE ME, the undersigned Notary Public, on this day personally ________________________, who being by me duly sworn upon his oath deposed and said that he is the _______________________of ___________________________; that he is authorized to make this affidavit on behalf of _______________________; that he has read the above and foregoing Contract, and that every material statement contained herein is true and correct, to the best of his knowledge and belief. _________________________________________ _________________________________________ SUBSCRIBED AND SWORN TO BEFORE ME this _______ day of _______________, 2023. __________________________________ NOTARY PUBLIC, in and for the State of Texas Page 37 of 51 EXHIBIT “A” RATE SHEET City of Southlake Solid Waste Collection and Recycling Services For the period of; October 01, 2023 to September 30, 2024 City of Southlake Solid Waste Collection and Recycling Services October 2023 Customer Rate Residential Collection - Base Services Solid Waste - twice per week service - up to 10 containers per collection Bulky Waste - twice per week service - up to 2 cubic yards per collection Tied & Bundled Brush - twice per week service - unlimited per collection Loose Brush - once per month (call in) - up to 12 cubic yards per year Industrial Cart Washing Service - one per year (call in) $13.98 Residential 95 Gallon Recycling Cart (once per week service) $4.40 Additional 95 Gallon Recycling Cart (once per week service) $3.52 Door Side Household Hazardous Waste & Used Electronics Collection $0.80 Residential Collection - Optional Services Residential Approved Backdoor Collection (2xWeek) if applicable - home per month $19.48 Excess Residential Brush/Bulk Rate per Yard (chargeable to resident) $16.50 Replacement Carts $85.00 Page 38 of 51 EXHIBIT “A” RATE SHEET City of Southlake Solid Waste Collection and Recycling Services For the period of; October 01, 2023 to September 30, 2024 City of Southlake Solid Waste Collection and Recycling Services October 2023 Customer Rate Disaster Management Rates Roll off Truck and Container (per 30yd haul) * $438.32 Rate per Hour - Grapple Truck * $260.00 Rate per Hour - Rear Loader with Crew * $260.00 * Disposal (per ton) $59.76 Commercial Hand Collect Trash Service Commercial 95 Gallon Trash (twice per week service) $33.96 Price for Each Additional Trash Cart (twice per week service) $23.77 Commercial Cart Recycle Service First 95 Gallon Recycle Cart (once a week service) $8.77 Price for Each Additional Recycle Cart (once a week service) $6.14 Front Load Commercial Trash Container Services 2 Cubic Yard Container One time per week $86.71 Two times per week $137.25 Three times per week $187.79 Four times per week $238.38 Five times per week $286.50 Six times per week $337.10 Seven times per week $612.66 3 Cubic Yard Container One time per week $108.33 Two times per week $180.59 Three times per week $255.21 Four times per week $327.45 Page 39 of 51 EXHIBIT “A” RATE SHEET City of Southlake Solid Waste Collection and Recycling Services For the period of; October 01, 2023 to September 30, 2024 City of Southlake Solid Waste Collection and Recycling Services October 2023 Customer Rate Front Load Commercial Trash Container Services (cont.) Five times per week $402.11 Six times per week $474.34 Seven times per week $737.11 4 Cubic Yard Container One time per week $132.41 Two times per week $219.11 Three times per week $309.27 Four times per week $394.88 Five times per week $483.98 Six times per week $570.67 Seven times per week $1,033.04 6 Cubic Yard Container One time per week $202.25 Two times per week $293.76 Three times per week $409.29 Four times per week $527.31 Five times per week $645.29 Six times per week $760.87 Seven times per week $1,033.04 8 Cubic Yard Container One time per week $228.76 Two times per week $375.63 Three times per week $522.50 Four times per week $666.95 Five times per week $813.86 Six times per week $960.70 Seven times per week $1,240.92 Page 40 of 51 EXHIBIT “A” RATE SHEET City of Southlake Solid Waste Collection and Recycling Services For the period of; October 01, 2023 to September 30, 2024 City of Southlake Solid Waste Collection and Recycling Services October 2023 Customer Rate Front Load Commercial Trash Container Services (cont.) Extra Pick ups (or refilled and emptied while on site - non- compacted) 2 cu. Yd. Containers $98.66 3 cu. Yd. Containers $104.65 4 cu. Yd. Containers $113.67 6 cu. Yd. Containers $137.49 8 cu. yd. Containers $164.42 Front Load Commercial Cardboard Recycle Container Services 6 Cubic Yard Container One time per week $182.02 Two times per week $264.39 Three times per week $368.36 Four times per week $474.57 Five times per week $580.77 Six times per week 8 Cubic Yard Container One time per week $205.88 Two times per week $338.06 Three times per week $470.25 Four times per week $600.26 Five times per week $732.47 Six times per week Commercial Special Services Container Inside Four Side Enclosures - Per Pick-Up, Per Container $3.03 Caster - (<4 cu. Yd.) Per Pick-up, Per Container $3.03 Locks - Per Pick Up, Per Container $3.03 Container Swap Charge - Per Container $53.90 Page 41 of 51 EXHIBIT “A” RATE SHEET City of Southlake Solid Waste Collection and Recycling Services For the period of; October 01, 2023 to September 30, 2024 City of Southlake Solid Waste Collection and Recycling Services October 2023 Customer Rate Open Top Roll Off Containers (Perm and Temp) Delivery - weekday $246.71 Delivery - weekend $246.71 Trip Charge - weekday $246.71 Trip Charge - weekend $246.71 Weekly Rental (temporary accounts) $54.75 Monthly Rental (permanent accounts) $237.05 20 Cubic Yard Per Haul With Disposal - weekday ** + $534.80 20 Cubic Yard Per Haul With Disposal - weekend ** + $606.89 30 Cubic Yard Per Haul With Disposal - weekday ** + $587.41 30 Cubic Yard Per Haul With Disposal - weekend ** + $659.51 40 Cubic Yard Per Haul With Disposal - weekday ** + $692.60 40 Cubic Yard Per Haul With Disposal - weekend ** + $764.70 * Haul Rates Include 6 Tons of Disposal ** Plus Disposal Per Ton Over 6 Tons $65.74 + Excess Payload Per Ton if Truck Exceeds 27 tons $164.34 Residential Open Top Roll Off Containers Delivery, 1 Week Rental & 1 Haul ** + $434.50 (includes 2 tons of disposal) Additional Hauls - weekday ** + $385.47 Additional Hauls - weekend ** + $412.24 Additional Weeks of Rental per Week (Sunday thru Saturday) $54.75 * Haul Rates Include 2 Tons of Disposal ** Disposal Over 2 tons up to 4 Tons - per ton $65.74 + Excess Payload Charge for Loads Over 4 tons - per ton $132.45 Page 42 of 51 EXHIBIT “A” RATE SHEET City of Southlake Solid Waste Collection and Recycling Services For the period of; October 01, 2023 to September 30, 2024 City of Southlake Solid Waste Collection and Recycling Services October 2023 Customer Rate City Services Solid Waste and Recycling Service at: as needed CWD 95-gallon recycle carts for city recycling services N/C City front load services N/C City Roll Off Services 95 - 30yd roll off hauls per year N/C Educational Donation - $6,000 per year N/C Quarterly Litter Collection - 200 CWD manhours per year N/C * Customer Rate Does Not Include Sales Tax Page 43 of 51 EXHIBIT “B” ANNUAL COST ADJUSTMENT MODEL - SOUTHLAKE All rates charged by Community Waste Disposal (contractor) will be subject to an Annual CPI/Fuel/Disposal Cost Adjustment. The first annual adjustment will be effective twelve (12) months from the contract date, and subsequent adjustments will be made each year through the term of the contract. The Annual Adjustment will be applicable to all charges for Trash, Recycling, and other services for both residential and commercial services as contained in the contract. Rates and fees will be adjusted by the contractor for the second and subsequent Contract years for the term of the contract, based on the indices and methodology as described below. If any index defined herein shall not be determined and published or if any index as it is constituted on the Contract Date is thereafter substantially changed, there shall be substituted for such index another index which is determined and published on a basis substantially similar to the index being replaced as shall be mutually agreed upon by the City and the Contractor. The percentage breakdown among the three components of the annual adjustment (CPI, Fuel, Disposal) will vary based on the type of service rendered (System) and can be found on the System Chart below. Annual Cost Adjustment is not based on service performance and will not be unreasonably withheld or denied. CPI (see System Chart for %) The basis for the CPI component of the annual increase will be the increase in the “Consumer Price Index – All Urban Consumers”, all items (not seasonally adjusted) less Energy, for the Dallas-Fort Worth, TX Area as published by the U.S. Department of Labor Bureau of Labor Statistics. The contractor has designated (see System Chart for amount) % of fees and charges to be adjusted by the CPI index. For the Annual Cost Adjustment to be effective on the first anniversary of the contract date, the Base or previous CPI index will be the most recent index published two (2) months prior to the date of the contract, and the Current CPI Index will be the most recent Index published two (2) months prior to the current year’s contract anniversary date. For subsequent years the Base CPI will be the previous year’s “Current Index Value” and the Current CPI Index will be the most recently published Index two (2) months prior to the current year’s contract anniversary date. CNG FUEL (see System Chart for %) The Fuel portion of the Annual Adjustment will be determined using the increase in the Henry Hub Natural Gas Spot Price (Dollars per MMBTU) as published by the Energy Information Administration of the U.S. Department of Energy (https://www.eia.doe.gov/dnav/ng/hist/rngwhhdm.htm). The contractor has designated (see System Chart for amount) % of fees and charges to be adjusted by the fuel index. For the Annual Cost Adjustment to be effective on the first anniversary of the contract date, the Base or Previous Fuel Index will be the average Henry Hub Natural Gas price per MMBTU for the most recent three (3) month period ending two (2) months prior to the date of the contract. The Current Fuel Index will be Henry Hub Natural Gas price Page 44 of 51 CPI CNG Fuel Disposal Total per MMBTU for the three (3) month period ending two (2) months prior to the contract anniversary date. For all subsequent years of the contract the Base or Previous Fuel Index will be the previous year’s “Current Index Value”, and the Current Fuel Index will be the average Henry Hub Natural Gas price per MMBTU for the three month period ending two (2) months prior to the current years contract anniversary date. DISPOSAL (see System Chart for %) The Disposal portion of the Annual Adjustment will be determined using the increase in the CWD gate rate price for the ARLINGTON Landfill. The contractor has designated (see System Chart for amount) % of fees and charges to be adjusted by the Disposal rate changes. For the Annual Cost Adjustment to be effective on the first anniversary of the contract date, the Base or Previous Disposal Index will be the ARLINGTON Landfill gate rate effective on the date the CWD bid was submitted. The Current Disposal Index will be the ARLINGTON Landfill gate rate in effect ten (10) months from the contract start date. For all subsequent years of the contract the Base or Previous Index value will be the previous year’s “Current Index Value”, and the Current Fuel Index will be the ARLINGTON Landfill gate rate in effect one month prior to the current years contract anniversary date. In the event that the designated landfill closes or is no longer available to CWD, a new Landfill Cost per ton will be calculated utilizing the substituted Landfill’s rate per ton, plus any additional costs associated with increased time in/out of the new landfill, and increased travel to the new Landfill. SYSTEM CHART EXAMPLE (Residential Trash) Contractors Base Fee Adjustment Indices Index Percentage Previous (Base) Index Value Current Index value Change in Index Value Index Percentage Change % Applied to Annual Cost Adjustment Front Load Trash 69% 3% 28% 100% Roll Off Trash 58% 4% 38% 100% Roll Off Excessive Weight 0% 0% 100% 100% Residential Trash 70% 5% 25% 100% Recycle 85% 5% 10% 100% Page 45 of 51 Consumer Price Index 70% 287.504 298.152 10.648 3.70% 2.59% CNG Fuel Cost 5% $3.515 $3.912 $0.397 11.29% 0.56% Disposal Cost 25% $32.00 $32.50 $0.50 1.56% 0.39% Annual Adjustment 100% 3.55% Recyclable Materials List- If a sustainable market is no longer available for a recycle commodity, CWD will inform the City/Town, and have the material removed from the acceptable list. In addition, if the value of any of the recycle commodities falls below zero dollars, CWD may petition the City/Town to have the item removed from the accepted materials list. As an alternative to removing recycle commodities as described above, CWD may request a special rate adjustment that would allow CWD to continue to recycle the materials. Page 46 of 51 Total Tons Received by CWD Annually (estimated) Per Ton Processing Fee & Transportation Fee (Note 1) Total Processing Fee Note 4 Adj Annually Note 3 Adjusted Monthly Commodity Component % Pricing Structure Published Value Dollars Per Ton Total $ Tons ONP 14.00% PPI - #8 Southwest Hi $ 60.00 $ 48,384.00 806.40 OCC 19.71% PPI #11 Southwest Hi $ 90.00 $ 102,177.00 1,135.30 Mixed Paper 9.87% PPI Mixed Paper #2 Hi $ - $ - 568.51 Aluminum 0.77% SMP - Region 8 Houston High $ 2,000.0 0 $ 88,700.00 44.35 Steel/Tin 1.52% SMP - Region 8 Houston High $ 15.00 $ 1,313.25 87.55 PETE 3.43% SMP - Region 8 Houston High $ 350.0 0 $ 69,149.50 197.57 HDPE - Natural 1.15% SMP - Region 8 Houston High $ 1,320.0 0 $ 87,436.80 66.24 HDPE - Colored 0.90% SMP - Region 8 Houston High $ 500.0 0 $ 25,920.00 51.84 Mixed Plastic 0.19% SMP - Region 8 Houston High $ 50.00 $ 547.00 10.94 Mixed Glass 14.67% SMP - Region 8 Houston (Note 5) $ (8.00 ) $ (6,759.92) 844.99 Residue 33.79% $ - $ - 1,946.31 100.00% $ 72.37 $ 416,867.63 5,760.00 $ 9 Total Gross Recycle Revenue $ - $ 416,867.63 Less Total Processing Fees 90.00 $ (518,400.00) Net Revenue 60% City Share of Net Positive Revenue $ (101,532.37) NA Revenue Share Per Ton - Note 2 NOTE 1 Processing & Transportation Fees will be adjusted annually based on CPIU, Disposal, and Fuel increases NOTE 2 Per ton rebate cannot exceed $40 per ton. City will never be required to pay contractor for negative revenue values. Any negative values will carry forward and must be brought back to zero before compensation to the city begins or resumes. NOTE 3 SMP = Secondary Materials Pricing, PPI = Pulp & Paper Week NOTE 4 Published Value Dollars Per Ton as of 1-1-2023 NOTE 5 Published Value Dollars Per Ton includes Index price plus $17.00 per ton transportation. NOTE 6 Any past deficits must be cleared before Revenue Sharing payments begin Recyclable Material List: 1. Loss of Sustainable Market – If a sustainable market is no longer available for a recycle commodity, CWD will inform the City/Town to have it removed from the accepted materials list. Example: There is one glass buyer based in Midlothian Texas, if they will no longer accept our glass, CWD would have no sustainable market for the commodity. 2. Negative Market Value – If the value of any of the recycle commodities falls below zero dollars, CWD may petition the City/Town to have the item removed from the accepted materials list. The request to remove the item will not be unreasonably withheld by the City/Town. Southlake 5,760 $ 90.00 Adj Annually $ 518,400.00 Page 47 of 51 EXHIBIT “C” PERFORMANCE BOND Page 48 of 51 EXHIBIT “D” SURVEY QUESTION The following questions will be used in the Citizen’s Survey regarding Trash and Recycling Collection Services: • “How would you rate garbage collection provided by the City’s trash and recycling contractor, Community Waste Disposal, in the past 12 months? (Excellent, Very Good, Good, Fair or Poor)” • “How would you rate recycling collection provided by the City’s trash and recycling contractor, Community Waste Disposal, in the past 12 months? (Excellent, Very Good, Good, Fair or Poor)” Page 49 of 51 EXHIBIT “E” REQUIRED REPORTS AND REPORTING FREQUENCY ASAP Daily Monthly Annually 1 Routes not completed X X 2 Complaints X X 3 Complaint escalations X 4 Collections skipped X 5 Cart delivery confirmations X 6 Garage Door Customer sites X 7 Recurring site complaints X 8 Litter crew clean-up activities X 9 Performance penalties tracking X 10 Trash collections X 11 Bulk/brush collections X 12 Recycle collections X 13 Container service levels X 14 Small business sites X 15 HHW activities X 16 Storm event activities X X 17 Weather delays X X X 18 Motor vehicle accidents X X 19 Motor vehicle violations X X 20 Property damage complaints X X 21 Personal injury claims X X 22 Audited financial statements (not for public release) X 23 Newsworthy items X 24 Emergency notifications X 25 Key staff changes X 26 Key procedural changes X 27 Roll up of monthly reports X Page 50 of 51 EXHIBIT “F” DOOR SIDE HHW AND E-WASTE PROGRAM ACCEPTABLE MATERIAL LIST Household Hazardous Waste and Electronics Waste shall include the following materials: Acceptable Materials: • Oil based and latex paint • Aerosols • Cleaners • Gasoline • Antifreeze • Thermometers (no mercury) • Fungicide • Metal polish • Moth balls • Creosote • Used motor oil • Auto batteries (up to five) • Fluorescent straight tubes (CFLs) – (no more than five) • Flat screen TV or monitors • Television (one only) • Use electronic waste (CPUs, laptops, keyboard, printer, mouse, remote control, calculator, VCR, CD player, scanner, house/handheld phone) • Fire extinguisher (one only) • Poison (household or garden) • Solvents / Thinners Unacceptable Materials: • Sharps (including needles and lancets placed into sealed rigid plastic containers) • Cathode Ray TV (CRT) – • Ammunition • Explosives • Tires • Asbestos • Any materials in unlabeled or leaking containers • Bulky items (gas/propane cylinders, lamps, appliances, etc.) Volume limits: • Maximum quantity of waste items to be collected is limited to what will fit in the bag(s), with the exception of up to five (5) auto batteries, five (5) fluorescent tubes and/or CFL and limited to consumer electronics outside the bag. • Individual items or bags, may not weigh more than 40 pounds. • Combined items should not exceed one (1) cubic yard Page 51 of 51 EXHIBIT “G” CITY FACILITIES WITH NO CHARGE RECYCLING SERVICES • Town Hall – 1400 Main Street • Community Services – 400 N. White Chapel • Bob Jones Nature Center – 335 E. Bob Jones Road • Public Works Operations – 1950 E. Continental Boulevard • Department of Public Safety West Facility – 2100 W. Southlake Boulevard • DPS Headquarters – 667 N. Carroll Boulevard • DPS North – 200 E. Dove Road • The Marq Southlake -- 285 Shady Oaks Drive • Southlake Tennis Center – 450 W. Southlake Blvd. City facilities contained in this Exhibit may change from time to time upon agreement of the parties.