2007-178ORDINANCE NO. 2007- 1 ~~
AN ORDINANCE OF THE CITY OF DENTON, TEXAS ACCEPTING PROPOSALS AND
AWARDING A CONTRACT FOR THE PURCHASE OF "RESIDENTIAL CURBSIDE SINGLE-
STREAM RECYCLING COLLECTION AND PROCESSING SERVICES" TO THOSE DENTON
RESIDENTIAL SOLID WASTE CUSTOMERS AS DETERMINED BY THE CITY COUNCIL;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (REQUEST FOR PROPOSAL NO. 3811 [ITEM 1 OF RFP ONLY-
"RESIDENTIAL CURBSIDE SINGLE-STREAM RECYCLING COLLECTION AND
PROCESSING SERVICES"]; AWARDED TO ALLIED WASTE SERVICES, INC., d/b/a ALLIED
WASTE SYSTEMS OF JUSTIN)
WHEREAS, the City has heretofore solicited, received, considered and tabulated requests for
proposal, as well as alternate proposals, for the purchase of necessary services in accordance with
the procedures of State law and the City of Denton, Texas ordinances; and
WHEREAS, the City Manager or a designated employee of the City with authority, have
reviewed and recommended that the herein described proposal is the best proposal for the services
as shown in the "Request for Proposal" as to Item 1 only, submitted therefore based on the selection
criteria set forth in the request for proposal; and
WHEREAS, the City Council hereby finds the proposal of Allied Waste System, Inc., a
corporation, as to Item 1 of the request for proposal only, meets the qualifications and requirements
set forth in the above request for proposal, and is therefore accepted; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the services approved and accepted herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and conclusions set forth in the preamble of this ordinance are
incorporated within the body of the ordinance.
SECTION 2. That the numbered option in the following numbered bids for materials,
equipment, supplies, or services, shown in the "Proposals" on file in the office ofthe City Purchasing
Agent, is hereby accepted and approved as being the proposal with the most merit for such Item No.
1 only:
PROPOSAL
NUMBER SERVICE VENDOR AMOUNT
3811 Residential Curbside Allied Waste Systems. Inc. $2.27*
Recycling and Processing Services*
3811 Recyclables-Payment Schedule**
(**City also accepts Bidder's Recyclables -Payment
Schedule; City may sell certain recyclables to Bidder
from time-to-time as specified therein)
*Collection of residential curbside recycling and processing services based on one day per week,
amount shown is per customer, per month; exclusive of any City container/contract administration
fee.
SECTION 3. By the acceptance and approval of the above numbered Item No. 1 of the
submitted proposal, the City accepts the offer of the persons submitting the proposal for such
services, and agrees to purchase the services in accordance with the terms, specifications, standards,
quantities and for the specified sums contained in the Request for Proposal No. 3811, the Proposal,
and related documents.
SECTION 4. The City Manager is hereby authorized to execute any and all necessary
written contracts for the performance of the services in accordance with Item No. 1 of the Proposal
accepted and approved herein, provided that such contracts are made in accordance with and relating
to the items specified in Section 2 hereof, which written contract(s) shall be attached hereto;
provided that the written contract is in accordance with the above Request For Proposals, the
Proposal, and documents relating thereto specifying the terms, conditions, plans and specifications,
standards, quantities and specifed sums contained therein.
SECTION 5. By the acceptance and approval of the above numbered item of the
submitted proposal, the City Council hereby authorizes the expenditure of funds therefor in the
amount and in accordance with the approved proposal and pursuant to a written contract made
pursuant thereto as authorized herein.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this a~ ~ day of , 2007.
~~~P~,Cf
PER R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERIS,,C~ITY SECRETARY
By: ~J~/
APP VEDA TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
r
Page 2
t
STATE OF TEXAS §
COUNTY OF DENTON §
AGREEMENT FOR
RESIDENTIAL CURBSIDE RECYCLING AND PROCESSING SERVICES
THIS AGREEMENT is made and entered into as of th ~L day of 2007,
by and between the City of Denton, Texas, a Texas Municipal Corporation, th its principal
offices at 215 East McKinney Street, Denton, Texas 76201 (hereinafter "OWNER"); and Allied
Waste Systems, Inc., a Delaware Corporation, d/b/a Allied Waste Services of Justin, with its
division office at 16300 South Highway 156, Justin, Texas 76247 (hereinafter "RECYCLING
PROVIDER"); the parties acting herein by and through their respective duly-authorized
representatives and officers:
PREAMBLE
WHEREAS, the City Council has carefully studied and evaluated the issue of the need for
residential curbside recycling and processing services; and the City Council has decided to move
forward with the residential recycling program and has instructed the Solid Waste Department to
implement such a program utilizing an outside RECYCLING PROVIDER; accordingly the Solid
Waste Department Staff has therefore assembled Request for Proposal No. 3811, to provide the
City of Denton with proposals respecting the provision of residential curbside recycling and
processing services by outside recycling providers; and
WHEREAS, the City has lawfully solicited, received, reviewed, and evaluated the applicable
proposals; the City Council has accepted and approved the Proposal of RECYCLING PROVIDER,
as determined by the recommendation of Staff; and
WHEREAS, the City Council desires to promote continued residential curbside recycling and
processing services utilizing the services of an outside RECYCLING PROVIDER, within the City
of Denton, Texas, and to enjoy and to reap the environmental benefits and the other benefits of
curbside recycling and processing in several ways; and
WHEREAS, the City Council desires to enter into an Agreement to engage the services of
RECYCLING PROVIDER in order to execute the City's planned residential curbside recycling and
processing program; and the RECYCLING PROVIDER is willing to do so, and is willing to enter
into the following Agreement with the OWNER; and
WHEREAS, RECYCLING PROVIDER and OWNER stipulate that they shall be bound by
the terms and provisions of the accepted Proposal of OWNER regarding Request for Proposals No.
3811 _attached hereto as Exhibit "A" (hereafter the "Proposal) and this Agreement as to the
particulazs of the General Scope of Services (Section II of the Proposal); the particulars of the Cost
of Services (Section III of the Proposal) and the particulars of the General Requirements (Section
1 V of the Proposal) provision regarding the recycling and processing services engagement; and that
said Proposal -shall prevail in the event there is any conflict that arises between the parties in
interpreting the meaning of this Agreement; NOW THEREFORE
Page 1 of 26
WITNESSETH, that in consideration of the terms, conditions, mutual promises, mutual
covenants and the mutual agreements herein contained, the parties hereto do hereby AGREE as
follows:
TERMS AND PROVISIONS
ARTTt'T F I
INCORPORATION OF PREAMBLE
The RECYCLING PROVIDER and the OWNER hereby agree and stipulate that the
recitations and provisions set forth and expressed above in the Preamble to this Agreement, are true
and correct and are hereby incorporated by reference into this Agreement for all purposes.
ARTTCT.F It.
ENGAGEMENT OF RECYCLING PROVIDER
The OWNER hereby AGREES with the RECYCLING PROVIDER, as an independent
contractor, and the RECYCLING PROVIDER hereby agrees to perform the services herein in
connection with the Project as stated in the Articles to follow.
ARTTCT.R Ill_
APPLICABLE STANDARDS
The RECYCLING PROVIDER shall perform all services provided for hereunder promptly,
with diligence, and in accordance with the standards customarily obtained for such services in the
State of Texas. The services set forth herein are in connection with the following described project
(the "Project'):
Providing residential curbside recycling and processing services throughout the City of Denton,
Texas as specified in the Proposal for the period beginning on the effective date of this Agreement
and ending five (5) years thereafter, unless otherwise extended or earlier terminated, as provided
for in this Agreement.
ARTTCT F IV
SCOPE OF SERVICES
The RECYCLING PROVIDER shall perform the following Basic Services in accordance
with the Standards provided for in Article III. above, to wit:
To perform all those services that are set forth in the OWNER'S "Request for Proposal No. 3811;'
which contains a due date of July 12, 2007, together with all Addenda which are issued in
connection therewith by the OWNER; which '`Request for Proposal No. 3811" document is
attached hereto as Exhibit "A" and is incorporated herewith by reference.
Exhibit "A" hereto shall govern, in the event that there is any conflict regarding the interpretation of
the provisions of this Agreement.
Page 2 of 26
If there is any conflict that arises between the terms of this Agreement and any other provision of
Exhibit "A" then the terms and conditions of this Agreement shall control over the terms and
conditions of the attached Exhibit "A"
ARTICT,F V
ACCEPTABLE RECYCLABLE MATERIALS
A. The RECYCLING PROVIDER shall collect the following acceptable recycling materials
under this Agreement:
All classes of paper (including, but not limited to newspaper; office paper; junk maih
magazines; telephone books; and catalogs);
Corrugated cardboard and chipboard;
Aluminum, steel, tin food and beverage cans and containers;
Glass bottles, jugs, andjars;
Plastic bottles,jugs, and jars;
Such other materials that may be added by the mutual consent of OWNER and
RECYCLING PROVIDER.
B. The residents of OWNER are not required to pre-crash recycled cans or other recyclable
materials; nor do they need to remove labels, caps or lids.
C. The RECYCLING PROVIDER, at any time, may request approval of the OWNER to add
additional recyclable materials for curbside collection.
ARTICLT~ Vl
MATERIALS THAT ARE NOT COLLECTED
A. The RECYCLING PROVIDER shall not collect those materials that are not on the
acceptable recycling materials list set forth in Article V.A. hereinabove. When RECYCLING
PROVIDER does not collect a product set out at a residence, the RECYCLING PROVIDER will
provide the residential recycling customer with a written explanation explaining the reason(s) why
RECYCLING PROVIDER did not collect the product. The written explanation shall be in the
form of RECYCLING PROVIDER'S "Notice of Non-Collection" and shall be attached either to
the front door of the residence of the recycling customer, or alternatively to the recycling container.
This form shall specify the nature of the problem or violation, as well as any action necessary to
correct the problem or violation.
B. The RECYCLING PROVIDER'S drivers shall record all "Notice of Non-Collection"
documents that are delivered to OWNER'S residential recycling customers, as well as any verbal
resident communications received by RECYCLING PROVIDER concerning recycling service in a
"Driver Communication Summary Log," or other appropriate notice to OWNER.
C. The recycling materials collected shall not contain any hazardous materials, wastes or
substances; toxic substances; wastes or pollutants; contaminants' pollutants; infectious wastes;
medical wastes; or radioactive wastes (collectively "Excluded Waste"); each as defined in
applicable federal, state, or local laws or regulations (collectively "Applicable Laws"). If excluded
Waste is placed by the Customer in a container that is set out for pick-up of the RECYCLING
Page 3 of 26
PROVIDER, RECYCLING PROVIDER shall have the right to immediately notify OWNER, and
shall not remove, transport, or otherwise dispose of the Excluded Waste. OWNER (to the extent
provided by applicable law) or its Customer agrees to defend and hold harmless the RECYCLING
PROVIDER from and against any and all claims, damages, suits, penalties, fines, remediation costs,
liabilities, court cost and attorney's fees for such Excluded Wastes. It is expressly understood that
title to the Excluded Waste shall at no time pass to RECYCLING PROVIDER; and that it shall
remain the liability of the Customer.
ARTICT F VIL
RECYCLING MATERIALS PERFORMANCE REQUIREMENTS
OWNER requires the RECYCLING PROVIDER under the provisions of 11.2.1.6. of the
Proposal to collect l00% of acceptable recycling materials (as defined in Article V.A. above) that
are properly placed out for collection. Recyclables not placed in the cart for collection by Customer
will not be collected by the RECYCLING PROVIDER. RECYCLING PROVIDER shall process
at least 95% by weight of the recyclables collected, with no greater than 15% of the collected
recyclables being allowed for disposal. RECYCLING PROVIDER shall comply with each of these
three (3) requirements for each calendar month of this Agreement.
In the event that the market changes for a specific processed material to the point that the
material is not marketable for the processing facility processing Denton's recyclables, that specific
material shall be excluded from this Article's disposal performance requirements for the period of
time that the material has no market value. Processed material which is used as an alternate daily
cover ("ADC") in a landfill, will not be considered material disposed of, for purposes of this
Article, provided that it has been approved through a permit modification from Texas Commission
on Environmental Quality ("TCEQ") to use the material as an ADC.
RECYCLING PROVIDER shall maintain adequate written records to substantiate monthly
compliance with these three (3) requirements. The OWNER may periodically audit the
RECYCLING PROVIDER'S compliance with the three (3) requirements of Article VII. The
parties agree that a failure of RECYCLING PROVIDER to meet these three (3) requirements for
two (2) consecutive months shall be an act of default and shall also be grounds for terminating this
Agreement.
RECYCLING PROVIDER shall make arrangements for a minimum of once per year
recycling loads audits to determine the character of recyclable materials. A minimum of two (2)
sample loads from each quadrant of the city will be set aside during one week for the auditing to
take place. RECYCLING PROVIDER shall provide a written report regarding the weight of
each commodity collected, as well as residual materials.
RECYCLING PROVIDER shall complete the scheduled collection routes by the end of
the established collection day.
ARTICI.F Vtll
BUYER AUTHORIZATION/RECYCLABLE MATERIALS PROCESSING SITE
RECYCLING PROVIDER shall complete, comply with, and provide information to the
OWNER as required in the OWNER'S Proposal, Section IL2.1.5. ("Buyer Authorization"); and
Page 4 of 26
Section Il.2.l .7 ("Recycling Materials Processing Site and Information.")
ARTICI F TX
IMPLEMENTATION AND OPERATIONS PLAN
RECYCLING PROVIDER shall complete, comply with, and provide information to the
OWNER, as required in the OWNER'S Proposal, Sections II.2.1.8.1 through II.1.8.10
("Implementation and Operations Plan.")
ARTTCT.F X
CURBSIDE COLLECTION METHODOLOGY
RECYCLING PROVIDER shall complete, comply with, and provide for all of the
requirements stated in OWNER'S Proposal, Section [L9.2.9 (entitled '`Curbside Collection
Methodology"); and shall timely submit all other required information to OWNER.
OWNER (to the extent provided by applicable law) and its Customers agree to indemnify
and hold harmless RECYCLING PROVIDER against all claims, damages, suits, penalties, fines
and liabilities for injury or death to persons or loss or damage to property, arising out of
RECYCLING PROVIDERS use, operation or possession of the solely recycling carts; provided
that this provision shall not apply in the event that the employees of RECYCLING PROVIDER are
grossly negligent, or act with willful misconduct respecting the employee's handling of the
recycling carts. OWNER and its Customers shall provide safe, unobstructed access to the carts on
the scheduled collection day. RECYCLING PROVIDER shall provide to OWNER a list of
Customers who have breached this requirement on a daily basis.
OWNER shall be solely responsible for recycling cart inventory, for use and distribution to
OWNER's Customers; as that is not a par[ of the RECYCLING PROVIDER'S Agreement. The
OWNER will store them, and take responsibility to deliver the carts to OWNER'S curbside
recycling Customers. The service addresses to receive containers will be provided by OWNER'S
Customer Service Department. All recycling carts delivered will be recorded by the OWNER on
the container distribution list, the original list to be provided by the RECYCLING PROVIDER.
OWNER and RECYCLING PROVIDER agree that the "Visual and Mobility Impaired"
collection be provided to OWNER'S qualified Customers. OWNER shall communicate
electronically with RECYCLING PROVIDER regarding those individuals that qualify for this
program.
ARTICI .F XI
PROPOSED SERVICE AREAROUTE PLAN
RECYCLING PROVIDER shall complete and comply with all of the requirements stated in
OWNER'S Proposal. Section II.2.1.10 (`'Proposed Service AreaRoute Plan.")
RECYCLING PROVIDER will establish its own collection routes for the collection of
recyclable materials subject to OWNER'S approval. All routes must fall within established days of
collection for the OWNER'S Solid Waste Department.
Page 5 of 26
OWNER and RECYCLING PROVIDER agree to all of the routing changes as proposed by
the Solid Waste Department of OWNER, -that results in the movement of the collection day for an
address or area, and/or total quadrant collection day changes.
RECYCLING PROVIDER will provide hand-collection service to residents incapable of
transporting their container(s) to the curb. Only those residents that qualify for the "Sight and
Mobility Impaired Service" confirmed by OWNER'S Solid Waste Department personnel, will be
included. Confirmed residents of this program receive a special collections sticker, placed on their
carts. These addresses will be provided by OWNER to the RECYCLING PROVIDER.
ARTICT.F. XTT
HOURS AND DAYS OF COLLECTION
RECYCLING PROVIDER shall complete and comply with all of the requirements stated in
OWNER'S Proposal, Sections 11.2.1.11.1 through 11.2.1.11.3 ("Hours and Days of Collection.")
ARTICT.F XIII
AGREEMENT PRICE ADJUSTMENT
OWNER and RECYCLING PROVIDER shall accommodate changes in economic
conditions over time and agree to comply with the provisions of Article XXIV ("Total Monthly
Residential Curbside Recycling Service Fee") of this Agreement.
ARTICLE. X1V.
PUBLIC EDUCATION PLAN OF RECYCLING PROVIDER
RECYCLING PROVIDER shall provide and shall agree to fund theannual Public Education
Plan as required, and shall complete and comply with all of the requirements stated in OWNER'S
Proposal, Sections 11.2.1.14.1 through 11.2.1.14.2, '`Public Education Plan."
ARTTCI .E XV
RECYCLING PROVIDER'S CUSTOMER SERVICE PLAN
A. RECYCLING PROVIDER shall provide OWNER a detailed description of its Customer
Service Plan as required by OWNER'S Proposal, Section II.1.15.1. "Customer Service Plan."
B. RECYCLING PROVIDER shall provide, complete and comply with all of the requirements
stated in OWNER'S Proposal, Sections 11.1.15.2. through 11.1.15.5. These requirements expressly
include the "City of Denton Telephone Log" which shall be prepared by RECYCLING
PROVIDER and submitted to the OWNER.
ARTTCI.E XVl
MISSED COLLECTIONS OF CURBSIDE RECYCLING
RECYCLING PROVIDER shall complete and comply with all of the requirements stated in
OWNER'S Proposal, Sections 11.2.1.16.1. through IL2.1.16.4., "Missed Collections."
Page 6 of 26
ARTICr.F. xvn
REQUIRED REPORTING REQUIREMENTS BY RECYCLING PROVIDER
RECYCLING PROV[DER shall complete and comply with all of the requirements stated in
OWNER'S Proposal, Sections IL2.1.17.1. through IL2.1.17.4, '`Reporting." This Article expressly
includes all reports, whether monthly, quarterly, annual, or special, referred to in OWNER'S
Proposal. RECYCLING PROVIDER shall submit the required monthly reports to OWNER along
with its monthly invoice for services rendered, as provided in OWNER'S Proposal, Section IL17.2.
ARTTCI F XVTTI
CITY DESIGNATED HOLIDAYS
RECYCLING PROVIDER shall comply with all of the requirements stated in OWNER'S
Proposal, Sections IL2.1.18.1. through IL2.1.18.2., "City Designated Holidays."
ARTTCLF. XTX
INCLEMENT WEATHER DAYS
RECYCLING PROVIDER shall comply with all of the requirements stated in OWNER'S
Proposal, Sections IL2.1.19.1 through IL2.1.19.2. "Inclement Weather Days."
ART1C1 F XX
ADDITIONAL SERVICES
Any Additional Services to be performed by RECYCLING PROVIDER, if authorized by
OWNER, which are not included as Basic Services in the above-described scope of services, set
forth in Article IV above, shall be later agreed-upon by OWNER and the RECYCLING
PROVIDER, who shall determine, in writing, and upon Ciry Council approval, the scope of such
Additional Services, the amount of compensation for such additional services, and other essential
terms pertaining to the provision of such Additional Services by RECYCLING PROVIDER.
ARTTCI .F. XXL
TERM
The parties hereto hereby agree that this Agreement shall be effective on the 4th day of
November, 2007, the first date upon which the RECYCLING PROVIDER providessesidential
recycling collection services under this Agreement. This~lgreement shall remain in effect for a
term of tive {5) years following its effective date. This Agreement may be sooner terminated in
accordance with the other provisions of this Agreement.
ARTTCI F XXTT
EXTENSIONS OF TERM
This Agreement may further be renewed for three (3) additional three (3) year renewal_terms.
Following the initial five (5) year Term provided. for in this Article XXI, and with the agreement of
the OWNER and the RECYCLING PROVIDER, approved by their duly-authorized City Council,
officers and designates, this Agreement may be renewed in writing. There may be three (3)
separate renewal terms of three (3) years each.
Page 7 of 26
If either parry elects to not extend the Agreement under the renewal term provision stated in
Article XXII, -herein, the parry not wishing to renew the Agreement must provide written notice to
the other party at least nine (9) months in advance of the expiration of the existing Agreement
term, or applicable renewal term. If both parties do not wish to renew the Agreement for any
reason, then the Agreement shall not be renewed or extended. Both parties understand that the
three (3) renewal terms are optional. This Agreement may only be renewed if the parties are not in
default at the time of the commencement of the renewal term. The terms of the Agreement, if
extended, shall remain the same, with the exception of "Compensation," as well as any other
provisions to which OWNER and RECYCLING PROVIDER may later agree.
ARTTCT F XXTTI
TIME IS OF THE ESSENCE
TIME IS OF THE ESSENCE IN THE PERFORMANCE AND COMPLETION OF THIS
CONTRACT. RECYCLING PROVIDER shall make all reasonable efforts to complete the
services set forth herein as expeditiously as possible and to meet the schedule(s) reasonably
established by the OWNER, acting through its Director of Solid Waste or his designee.
ARTTC'T F xxrv
TOTAL MONTHLY RESIDENTIAL CURBSIDE RECYCLING SERVICE FEE
The initial year payment of the TOTAL MONTHLY RESIDENTIAL CURBSIDE RECYCLING
SERVICE FEE for this Agreement becomes effective on November 4, 2007. All subsequent
years of this Agreement for TOTAL MONTHLY RESIDENTIAL CURBSIDE RECYCLING
SERVICE FEES adjustments will begin on November I, 2008, and for each year following
thereafter, on the same date.
The TOTAL MONTHLY RESIDENTIAL CURBSIDE RECYCLING SERVICE FEE paid to the
RECYCLING PROVIDER will have six cost components. These components are:
The COLLECTION COMPONENT WITHOUT FUEL COST paid to the RECYCLING
PROVIDER is the cost to provide once per week curbside collection of recyclables and the route
trucks transportation to the processing facility that should be assumed to be no further than
tifteen (15) miles from downtown Denton. This component will exclude the fuel cost to provide
this collection. This component will be adjusted annually using the following source:
Consumer Price Index (CPI), US Department of Labor, Bureau of Labor Statistics,
Area: South Urban
Item: All Items Less Shelter
Series ID: CUUR0300SAOL2, Not Seasonally Adjusted
Consumer Price Index for April
The November 4, 2007 through October 31, 2008 COLLECTION COMPONENT WITHOUT
FUEL COST is: $2.22
Page 8 of 26
The COLLECTION COMPONENT WITHOUT FUEL COST will adjust annually thereafter, on
November l s` of each Agreement year, beginning with using the CPI index data from the listed
source contained in this subparagraph A..
An example CPI adjustment of the COLLECTION COMPONENT WITHOUT FUEL COST
(CCWFC), which would become effective on November 1, 2008, is provided below:
CCWFC times [1.0 plus (CPT New Perind minus CPI Previnuc Period)] =New Period CCWFC
CPI previous period
$2.22 times [1.0 plus (199.4 mimic 195.4)] =New Period CCWFC
195.4
$2.22 times (1.0 plus 0.020) =New Period CCWFC
$2.22 times 1.020 =New Period CCWFC
$2.26 =New Period CCWFC (Beginning November 1, 2008)
The FUEL COST COMPONENT FOR COLLECTION is the cost of fuel per month incurred to
provide once per week curbside collection of recyclables and the route trucks transportation to
the processing facility that should be assumed to be no further than fifteen (15) miles from
downtown Denton. This component will be adjusted semi-annually, every November 1 s` and May
1 s` of each year.
The initial Agreement FUEL COST COMPONENT FOR COLLECTION, beginning November
4, 2007 and ending April 30, 2008, is:
$0.38 -Zero dollars and thirty-eight cents (for the first six month period of the Agreement)
The trst Agreement FUEL COST COMPONENT FOR COLLECTION adjustment will occur on
May 1, 2008. The FUEL COST COMPONENT FOR COLLECTION will be adjusted using
average Producer Price Index (PPI) data for the month of October 2007 and the preceding five
months, and April 2007 and the preceding five months. An average of six months of PPI data is
used to calculate each semi-annual FUEL COST COMPONENT FOR COLLECTION
component adjustment.
The second FUEL COST COMPONENT FOR COLLECTION adjustment will occur on
November 1, 2008, using PPI data from April 2008 and the preceding five months, and the
October 2007 PPI data and the preceding 5 months.
PPI data to adjust the FUEL COST COMPONENT FOR COLLECTION is obtained from the
following source:
US Department of Labor, Bureau of Labor Statistics
Producer Price Index -Commodities
Page 9 of 26
Group: Fuels and related products and power
Item: #2 Diesel Fuel
Series ID: WPU057303, Not Seasonally Adjusted
For example, calculation of the first FUEL COST COMPONENT FOR COLLECTION (FCCFC)
adjustment, which occurs initially on May 1, 2008, is provided below.
FCCFC times [1.0 plus (Avg. PPI New Perind mime Avg PPI Previnns Perind)] =New FCCFC
Avg. PPI previous period
Example PPI Data
Oct. 2007 - 245.0 Apr. 2007 - 238.0
Sept. 2007 - 240.0 Mar. 2007 - 220.2
Aug. 2007 - 235.0 Feb. 2007 - 193.5
Ju1.2007 - 243.5 Jan. 2007 - 180.9
,fun. 2007 - 227.6 Dec. 2006 - 203.0
May 2007 - 226.5 Nov. 2006 - 197.2
Average PPI = 236.3 Average PPI = 205.5
$0.38 times (1.0 plus (236.4 minus 205.5)) =New Period FCCFC
205.5
$0.38 times (1.0 plus 0.15) =New Period FCCFC
$0.38 times 1.15 =New Period FCCFC
$0.44 =New Period FCCFC (Beginning May 1, 2008)
The TRANSPORTATION TO PROCESSING FACILITY COMPONENT, WITHOUT
FUEL COST paid to the RECYCLING PROVIDER is the round trip cost of transportation for
the route truck to deliver its collected recyclables from the route to the processing facility. This
component will be adjusted annually using the following source:
Consumer Price Index (CPI), US Department of Labor, Bureau of Labor Statistics,
Area: South Urban
Item: All Items Less Shelter
Series ID: CUUR0300SAOL2, Not Seasonally Adjusted
Consumer Price Index for April
The November 4, 2007 through October 31, 2008 TRANSPORTATION TO PROCESSING
FACILITY COMPONENT, WITHOUT FUEL COST is: $0.08
Page ] 0 of 26
The TRANSPORTATION TO PROCESSING FACILITY COMPONENT. WITHOUT FUEL
COST will adjust annually, on November ls` of each agreement year using the consumer price
index data trom the listed source.
An example CPI adjustment of the TRANSPORTATION TO PROCESSING FACILITY,
WITHOUT FUEL COST (TPFWFC), which would become effective on November 1, 2008, is
provided below.
TPFWFC times [1.0 plus (t'PI New Period minas C'PT Previrnw P rind)j =New Period TPFWFC
CPI previous period
$0.08 times [1.0 plus (199.4 miens 195 4)] =New Period TPFWFC
195.4
$0.08 times (1.0 plus 0.020) =New Period TPFWFC
$0.08 times 1.020 =New Period TPFWFC
$0.08 =New Period TPFWFC (Beginning November I, 2008)
The FUEL COST COMPONENT FOR TRANSPORTATION TO PROCESSING FACILITY is
the cost of fuel used in the round trip transportation for the route truck to deliver its collected
recyclables from the route to the processing facility. This component will be adjusted semi-
annually, every November 1 s` and May 1 s` of each year.
The initial agreement FUEL COST COMPONENT FOR TRANSPORTATION TO
PROCESSING FACILITY, beginning November 4, 2007 and ending April 30, 2008, is: $0.04
(for the first six month period of the agreement)
The first FUEL COST COMPONENT FOR TRANSPORTATION TO PROCESSING
FACILITY adjustment will occur on May 1, 2008. The FUEL COST COMPONENT FOR
TRANSPORTATION TO PROCESSING FACILITY will be adjusted using average Producer
Price Index (PP[) data for the month of October 2007 and the preceding five months, and April
2007 and the preceding five months. An average of six months of PPI data is used to calculate
each semi-annual FUEL COST COMPONENT FOR TRANSPORTATION TO PROCESSING
FACILITY component adjustment.
"Fhe second FUEL COST COMPONENT FOR TRANSPORTATION TO PROCESSING
FACILITY adjustment will occur on November 1, 2008, using PP[ data from April 2008 and the
preceding five months, and the October 2007 PPI data and the preceding 5 months.
PPI data to adjust the FUEL COST COMPONENT FOR TRANSPORTATION TO
PROCESSING FACILITY is obtained from the following source:
US Department of Labor, Bureau of Labor Statistics
Producer Price Index -Commodities
Page 11 of 26
Group: Fuels and related products and power
Item: #2 Diesel Fuel
Series ID: WPU057303, Not Seasonally Adjusted
For example: calculation of the first FUEL COST COMPONENT FOR TRANSPORTATION
TO PROCESSING FACILITY (FCCTPC) adjustment, which occurs initially on May 1, 2008, is
provided below.
FCCTPC times [l .0 plus (Avg PPI New Period mimes Avg PPI Previous Perind)] =New FCCTPC
Avg. PPI previous period
Example PPI Data
Oct. 2007 - 245.0 Apr. 2007 - 238.0
Sept. 2007 - 240.0 Mar. 2007 - 220.2
Aug. 2007 - 235.0 Feb. 2007 - 193.5
Ju1.2007 - 243.5 Jan. 2007 - 180.9
Jun. 2007 - 227.6 Dec. 2006 - 203.0
May 2007 - 226.5 Nov. 2006 - 197.2
Average PPI = 236.3 Average PPI = 205.5
$0.04 times [1.0 plus (26.9 minas 705.5)] =New Period FCCTPC
205.5
$0.04 times (1.0 plus 0.15) =New Period FCCFC
$0.04 times 1.15 =New Period FCCFC
$0.05 =New Period FCCFC (Beginning May 1, 2008)
The PROCESSING COMPONENT is the cost of processing the collected recyclables and
disposal of any non-sellable products, rejected materials and wastes. This component will be
adjusted annually using the following source:
Consumer Price Index (CPI), US Department of Labor, Bureau of Labor Statistics,
Area: South Urban
Item: All Items Less Shelter
Series ID: CUUR0300SAOL2, Not Seasonally Adjusted
Consumer Price Index for April
The November 4, 2007 through October 31, 2008 PROCESSING COMPONENT is:
($0.45) -Negative forty-five cents
The PROCESSING COMPONENT will adjust annually, on November ls` of each agreement
Page 12 of 26
year using the CPI data from the listed source.
For example: CPI adjustment of the PROCESSING COMPONENT (PC), which would become
effective on November 1, 2008, is provided below.
PC times [1.0 plus (t'pT New Period mimic C'PT Previous Period)] =New Period PC
CPI previous period
($0.45) times [1.0 plus (199.4 minus 195 4)] =New Period PC
195.4
($0.45) times (1.0 plus 0.020) =New Period PC
($0.45) times 1.020 =New Period PC
($0.46) =New Period PC (Beginning November I, 2008)
The ACCOUNT BILLING COMPONENT will be in advance of the service period
provided. The OWNER will prepare a monthly or quarterly bill, mail and receive the billed
revenue for the residential recycling services; provide and operate a Customer Service Call
Center to handle new service, changes in service, and service requests and complaints; and
handle all account collections functions. This component will be adjusted annually using the
following source:
Consumer Price Index (CPI), US Department of Labor, Bureau of Labor Statistics,
Area: South Urban
Item: All Items Less Shelter
Series ID: CUUR0300SAOL2, Not Seasonally Adjusted
Consumer Price Index for April
The ACCOUNT BILLING COMPONENT was `No Bid' by the RECYCLING PROVIDER.
The TOTAL MONTHLY CONTRACTED SERVICE FEE to be paid to the RECYCLING
PROVIDER per active residential account per month will be:
G=A+B+C+D+E+F
For example: The initial payment to the RECYCLING PROVIDER, beginning November 4,
2007, will be:
$2.27 = $2.22 + $0.38 + $0.08 + $0.04 + ($0.45) + $0.00
Page 13 of 26
FT (1WNFR nPTI(1N Tn PI ACF A °`MRF" IN 4FRVIC'F~
PROVIDED HOWEVER, should the OWNER opt to place a Material Recycling Facility
("MRF") in service during the term of this Agreement, or for any renewal thereof, within the City
of Denton. then the rate charged by the RECYCLING PROVIDER to the OWNER for services
hereunder shall consist solely of rate components XXIV.A and B. Rate components XXIV. C.,
D., E. and F. shall no longer be includible with respect to rates for RECYCLING PROVIDER'S
services provided hereunder.
The numbers reached in the rate calculations above shall be rounded to the nearest penny; i.e.
$.0050 and more will be rounded up; and $0049 and less shall be rounded down
I. OWNER shall pay RECYCLING PROVIDER monthly, upon receipt of RECYCLING
PROVIDER'S invoice. RECYCLING PROVIDER shall invoice and shall submit to OWNER
along with the billing invoice, all required monthly reports, by twenty (20) calendar days
following the month for which RECYCLING SERVICE was provided. OWNER will pay to
RECYCLING PROVIDER the amount of the monthly invoice, when received, less the nine (9)
percent administrative fees (5% plus 4% of the gross invoice amount for permit and franchise fee
payments), and less all penalties or disputed amounts, within fifteen (15) business days of the
OWNER'S receipt of the monthly invoice as well as OWNER'S receipt of all required monthly
reports. OWNER is under no obligation to pay for a monthly invoice until all of the required
monthly reports have been submitted, along with the RECYCLING PROVIDER'S monthly
invoice, prepared in accordance with this Agreement.
2. [f any amount due from OWNER is not paid within sixty (60) days after the date of
RECYCLING PROVIDER'S invoice is received by the OWNER, RECYCLING PROVIDER may,
with notice and without terminating this Agreement, suspend collecting and disposing of recyclable
materials until such amount is paid to RECYCLING PROVIDER. In addition, payments not made
by OWNER within fifteen (15) days after their due date shall be subject to a late fee of $150.
3. OWNER and RECYCLING PROVIDER agree that the monthly unit rate established
in this Agreement under Article XXIV, shall be the rate established, exclusive of any sales tax,
exclusive of any future state or federal fees, which could possibly be imposed on Recycling
Services during the term of this Agreement, and exclusive of any local administrative fee for
Recycling Services.
4. ADDITIONAL SERVICES: The provisions of OWNER'S Proposal, Section [II.3 shall
apply to the Recyclables Payments Schedule listed in this paragraph, for all listed recyclables
delivered to RECYCLING PROVIDER by the OWNER or by OWNER'S agents, during the term
of this Agreement. The OWNER may, tiom time to time, have available recycled materials
collected from the City of Denton's drop-off collection sites. The OWNER shall have the option to
deliver pre-sorted and commingled recycling materials to the processing facility of the
RECYCLING PROVIDER.
Page 14 of 26
RECYCLING PROVIDER'S payments to OWNER for recyclables received, processed, and
recycled are:
t7WNFR'4 Drnn-nffTylateriale~
Commingled paper (mixed)
OCC
#6 ONP
#8 ONP
Office paper
Steel
Aluminum
Flint glass
Amber glass
Green glass
50% of Average Houston Listing -Waste News
50% of High Side Southwest Listing OCC - OBM
50% of High Side Southwest Listing #6 News - OBM
50% of High Side Southwest Listing #8 News - OBM
50% of Average Houston Listing -Waste News
50% of High Side Houston Listing -Waste News
Price sold less $0.05 per pound
25% of Low Side Houston Listing -Waste News
25% of Low Side Houston Listing -Waste News
25% of Low Side Houston Listing -Waste News
RECYCLING PROVIDER shall pay over to OWNER the amount due and owing to OWNER for
the above listed recyclables received, processed, and recycled on a once monthly basis, and shall
include a separate remittance to: "City of Denton, Texas Solid Waste Department," for such
payment along with the monthly invoice for Recycling Services and the required monthly reports.
RECYCLING PROVIDER agrees to recycle the above materials within sixty (60) days afrer receipt
of same from the OWNER. RECYCLING PROVIDER agrees to maintain an accurate log, open to
OWNER'S reasonable inspection, stating how and where the type of material was received; the
name of the OWNER'S agent transmitting the material to RECYCLING PROVIDER; the weight
of the material processed; where the material was taken by RECYCLING PROVIDER; and the date
recycled.
K. At any time during the term or any renewal of this Agreement, the OWNER maintains the
unilateral option to divert its recycling products to a Material Recycling Facility ("MRF") that is
located wholly within the City of Denton, Texas. OWNER shall provide ninety (90) days advance
written notice to RECYCLING PROVIDER that it desires to divert its recyclables to the MRF in
Denton, Texas only.
ARTTCT F XXV
RECYCLING PROVIDER PENALTIES
-RECYCLING PROVIDER shall complete and shall comply with all of the requirements
stated in OWNER'S Proposal, Section IV.I.I and 1.2-Penalties will be assessed to RECYCLING
PROVIDER in the amount of $25.00, for each of the first ten (10) complaints (if any), of separate
transactions regarding RECYCLING PROVIDER by Customers, if the Customer complaints aze
made during each calendar month which were not resolved within twenty-four (24) working hours
of the Customer's notification to the RECYCLING PROVIDER.
For each unresolved complaint in excess of ten (10) complaints per 30-day period, not
resolved to Customer's satisfaction, or the satisfaction of the OWNER (Director of Solid Waste
or his designee) within twenty-four (24) working hours of Customer's notification to
RECYCLING PROVIDER, then penalties of $100.00 will be assessed for each unresolved
complaint, starting with the eleventh such unresolved complaint.
Page 15 of 26
In cases of service disputes between RECYCLING PROVIDER and Customer where a
resolution cannot be agreed upon by both parties, the OWNER (Director of Solid Waste or his
designee) will then decide upon any action to be taken.
For each incident of RECYCLING PROVIDER committing an act of gross negligence or
willful mishandling of a recycling cart that is reported to or by the Solid Waste Department of
OWNER, a penalty of $45.00 will be assessed. For purposes of this Agreement the term "gross
negligence" shall be defined as the intentional failure of the RECYCLING PROVIDER to
perform a duty under this Agreement, in reckless disregard of the consequences that affect the
property of the Customer or of the OWNER. For purposes of this Agreement the term "willful
mishandling' shall mean intentionally or knowingly committing an act of unreasonable character
regarding a risk known to the RECYCLING PROVIDER, or so obvious a risk that the
RECYCLING PROVIDER was reasonably aware that harm would follow.
In addition, penalties of $500 per day will be assessed by the OWNER to RECYCLING
PROVIDER for two or more consecutive, or three or more non-consecutive days, of incomplete
recycling pick-up routes (consisting of more than seven consecutive residential addresses) that are
missed or not completed by RECYCLING PROVIDER in any thirty (30) day period, for any
reason.
ARTTCI F XXVI
INDEPENDENT CONTRACTOR
RECYCLING PROVIDER shall provide services to OWNER as an independent contractor,
not as an employee of the OWNER. RECYCLING PROVIDER shall not have or claim any right
arising from employee status.
ARTTCT.F XXVIL
OBSERVATION AND REVIEW OF THE WORK
The RECYCLING PROVIDER will exercise reasonable care and due diligence in
discovering and promptly reporting to the OWNER any defects or deficiencies in the work of
RECYCLING PROVIDER. RECYCLING PROVIDER shall not, be responsible for any damages
to the pavement, curbing or other driving surface resulting from RECYCLING PROVIDER'S
providing service, unless, however, RECYCLING PROVIDER has acted in a grossly negligent or
willful manner in causing such damages.
ARTTCT F XXVTTT
INDEMNITY AGREEMENT
The RECYCLING PROVIDER shall indemnify and save and hold harmless the OWNER
and its officials, officers, agents, attorneys, employees, and recycling Customers of the OWNER,
from and against any and all liability, claims, demands, damages, losses and expenses, including
but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including
without limitation damages for bodily and personal injury, death, or property damage, resulting
from the negligent acts or omissions or willful conduct of the RECYCLING PROVIDER or its
otfcers, shareholders, agents, attorneys and employees in the execution, operation, or performance
Page 16 of 26
of this Agreement.
Nothing in this Agreement shall be construed to create a liability to any person who is not a
parry to this Agreement and nothing herein shall waive any of the party's defenses, both at law or
equity, to any claim, cause of action or litigation filed by anyone not a parry to this Agreement,
including the defense of governmental immunity, which defenses are hereby expressly reserved.
ARTICLF~x
INSURANCE
As soon as is practicable after the approval of this Agreement, and prior to the signing of this
Agreement, the RECYCLING PROVIDER shall file with the Purchasing Department of the City,
the certificates of insurance as set forth below. During the performance of the curbside recycling
and processing services under this Agreement, RECYCLING PROVIDER shall also maintain the
following insurance, set forth in Article~{XX, with an insurance company licensed or authorized to
do business in the State of Texas by the State Insurance Board or any successor agency thereto, that
has a rating with A. M. Best Rate Carriers of at least an "A " or above.
Further, all self-insured retentions, if any, shall be declared in the Proposal. If the OWNER
requests, the insurer shall reduce or eliminate such self-insured retentions with respect to the City;
or the RECYCLING PROVIDER shall provide a bond guaranteeing the payment of losses and
related investigations, claim administration, and defense expenses.
Liability policies shall be endorsed to provide that the City of Denton, Texas, its officials,
agents, employees, and volunteers are shown as additional insured. Such liability policies shall
contain a provision that it is primary to any other insurance available to the additional insured with
respect to claims covered under the policy and that this insurance applies separately to each insured
against whom claim is made or suit is brought.
All policies of insurance required to be maintained hereunder shall be endorsed to read: "Said
policy shall not be cancelled without thirty (30) days advance written notice being given to the
OWNER [the City of Denton, Texas] except when the policy is being cancelled for non-payment of
premium, in which case ten (10) days advance written notice is required."
Should any policy of required insurance be provided under a form of coverage that includes a
general annual aggregate limit, providing for claims investigation or legal defense costs to be
included in the general annual aggregate amount, then RECYCLING PROVIDER shall either
double the occurrence limits, or shall obtain '`Owners and Contractor's Protective Liability
Insurance."
Should any required insurance lapse during the term of this Agreement, or any extension
thereof, requests for payments made by the RECYCLING PROVIDER originating after such lapse
of coverage shall not be processed unless and until OWNER receives satisfactory written evidence
of the coverage being reinstated, as required hereunder. In the event the policy or policies of
insurance are not reinstated, OWNER may, at its sole option, terminate this Agreement, effective
on the date of the lapse of coverage.
Page 17 of 26
ARTT('I F XXX
REQUIRED INSURANCE COVERAGE
RECYCLING PROVIDER shall maintain the listed insurance coverage for the benefit of the
OWNER as required, and in accordance with Article XXIX. above, which specifically includes the
following minimum coverage:
A. General Liability Insurance with combined single limits of not less than $1,000,000 shall be
provided and maintained by the RECYCLING PROVIDER. The policy shall be written on
an occurrence basis either in a single policy or in a combination of underlying and umbrella
or excess policies. In the event that Commercial General Liability Form (ISO Form CG 0001
or other current edition) is used, coverage shall include Coverage A (including the premises;
operations; products; completed operations; independent contractors; contractual liability
covering this Contract; and broad form property damage coverage) and Coverage B
(including personal injury). [n the event that Comprehensive General Liability Form (ISO
Form GL 0002 Current Edition and ISO Form GL 0404) is used it shall include at a
minimum, the following coverage: (1) Bodily Injury and Property Damage Liability for
premises, operations, products and completed operations, independent contractors and
property damage resulting from explosion, collapse, or underground (XCU) exposures; and
(2) Broad Form Contractual Liability (preferably by endorsement) covering this Agreement;
with personal injury liability and broad form property damage liability.
B. Commercial Automobile Liability Insurance with Combined Single Limits (CSL) of not less
than $1,000,000 either in a single policy or in a combination of basic and umbrella or excess
policies. The policy will include bodily injury and property damage liability arising out of the
operation, maintenance and use of all automobiles, trucks, and other motor vehicles used in
conjunction with this Agreement.
~: Worker's Compensation Insurance in accordance with statutory requirements, and in addition
to meeting the minimum statutory requirements for issuance of such insurance, shall provide
Employer's Liability Insurance with limits of not less than $100,000 for each accident;
$100,000 per each employee; and a $500,000 policy limit for occupational disease. The
OWNER need not be shown as an "Additional Insured," but the insurer shall agree to waive
all fights of subrogation against the OWNER, its officials, agents, employees, and volunteers
for any work performed for OWNER by RECYCLING PROVIDER.
D. Excess Liability Coverage (or Umbrella Coverage) with a minimum policy limit of
$1,000,000, covering in excess of the insurance policies listed in Article XXX.A., and
XXX.B. above.
ARTTCT.F XXXL
PERFORMANCE BOND REQUIRED
The RECYCLING PROVIDER shall file with the City of Denton Purchasing Department, as
soon as practicable following notification of the bid award, subsequent to City Council approval,
and prior to the signing of this Agreement, a performance bond in the minimum amount as
determined in this Article below.
Page 18 of 26
The performance bond shall be in the amount of $500,000. The RECYCLING PROVIDER
shall be required to keep and maintain at all times, throughout the Agreement term and any
renewal(s) thereof, a performance bond, in full force and effect. The performance bond is intended
to serve as further security held by the OWNER for RECYCLING PROVIDER'S faithful
performance of the Agreement. RECYCLING PROVIDER shall pay all premiums for the
performance bond. A certificate issued by alawfully-authorized representative of the bonding
company, showing that all required premiums have been paid in full, will accompany the bond and
any replacement thereof; before its filing with OWNER is effective.
The performance bond shall be issued by a duly authorized corporate surety company
presently authorized to do business in the State of Texas. Before its filing is effective, the
performance bond will require the written approval of the City Attorney, or his designate, of the
City of Denton, Texas as to form and content.
ARTICT.F. XXXII
WRITTEN GENERAL ASSURANCES
RECYCLING PROVIDER represents that all of the statements made by its officers,
employees, attorneys, or other representatives regarding the "Written General Assurances" to the
Proposal in Article [V.5.1. through IV.5.5; regarding the "List of Recently Disposed and Pending
Recycling and Solid Waste Services Litigation" to Article IV.6.; and to Article VL7. regarding
'`History of Regulatory Compliance" are each true and correct and shall constitute representations
made to the OWNER to induce OWNER'S acceptance of RECYCLING PROVIDER'S
Agreement. These representations shall expressly survive the approval and signing of this
Agreement by the parties. Further, RECYCLING PROVIDER agrees to promptly supplement or to
otherwise continuously update these representations promptly in writing, following the signing of
this Agreement, whenever there is a material change of circumstances, so long as this Agreement,
or any extension thereof; is in force and effect.
ARTI('T F XXXTTT
ACTS OF DEFAULT AND TERMINATION OF AGREEMENT
A. An act of default shall arise when RECYCLING PROVIDER and/or OWNER shall
substantially fail to fulfill its obligations under this Agreement. Once an act of default has
occurred, the non-defaulting parry shall provide the defaulting parry with thirty (30) days written
notice, specifically describing the default, the curative action necessary, and an opportunity to cure
the default. If the default is cured within the time provided for in the notice, then no further steps
may be taken toward terminating this Agreement. If however, the default is not cured within that
time, and no extension of time is obtained in writing by the defaulting party, then the non-defaulting
party may proceed with termination of the Agreement, if that party so elects.
B. This Agreement may also be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination shall be
effected unless: (1) the defaulting party is given written notice of default as set forth in Article
XXXIILA., above and the alleged breach is not cured to the non-defaulting party's satisfaction; (2)
written notice shall be delivered to the defaulting party at the notice address provided herein in
Article XXXVII, by means of certified mail, return receipt requested, of the non-defaulting party's
intent to terminate the Agreement, and setting forth specifically, the reason(s), and specifying the
Page 19 of 26
non-performance (if applicable) of provisions of the Agreement, or other reasons, and a period of
not less than thirty (30) days to fully cure such failure; and (3) an opportunity for consultation
between the parties, to take place in Denton, Texas, prior to any termination of the Agreement [the
consultation is to take place within the thirty (30) days following issuance of the termination letter
specified in Article XXXIILB. hereinabove.]
ARTT('T F XXXTV
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval of the work described herein by the OWNER shall not constitute, nor be deemed a
release of the responsibility and liability of the RECYCLING PROVIDER, its officers, agents, or
employees, for the completeness and competency of their work performed pursuant to this
Contract; nor shall such approval by the OWNER be deemed as any assumption of such
responsibility by the OWNER for any defect in the work prepared by the RECYCLING
PROVIDER, its officers, agents, or employees.
ARTTCT.F XXXV.
LIMITATION OF LIABILITY
Notwithstanding any other provision of this Agreement to the contrary, in no event shall
RECYCLING PROVIDER be liable to OWNER in tort or contract or other liability, for any
incidental damages, special damages, or consequential damages, including lost profit or revenues.
ARTTCT.F XXXVI.
ALTERNATE DISPUTE RESOLUTION
The parties shall first make efforts to settle any disputes arising under this Agreement, except
as to disputes specifically otherwise provided for by this Agreement or the Proposal, by submitting
the dispute to mediation or other means of alternate dispute resolution. If the parties should fail to
agree on the form of dispute resolution within ten (10) days, then they shall be deemed to have
selected mediation. The parties shall diligently pursue and cooperate in achieving a resolution of
the problem. Each party shall be responsible for one-half of the reasonable costs of the alternate
dispute resolution.
ARTTCT.F XXXVII
NOTICES
All notices, communications, and reports required or permitted under this Agreement shall be
personally delivered to; or telecopied to; or mailed to the respective parties by depositing same in
the United States mail at the addresses shown below, postage prepaid, certified mail, return receipt
requested, unless otherwise specified herein.
Page 20 of 26
To RECYCLING PROVIDER:
Allied Waste Services, Inc.
Attn.: General Manager
6100 Elliott Reeder Road
Ft. Worth, Texas 76117
Allied Waste Services
Attn: Operations Manager
16300 South Highway 156
Justin, Texas 76247
To OWNER:
City of Denton, Texas
Attn: City Manager
215 East McKinney Street
Denton, Texas 76201
Fax: (940)349-8596
and
Shirlene Sitton
Recycling Manager
City of Denton, Texas
1527 South Mayhill Road
Denton, Texas 76208
Fax: (940)349-8057
Electronic shirlenesitton@cityofdenton.com
All notices under this Agreement shall be effective upon their actual receipt by the party to
whom such written notice is given. RECYCLING PROVIDER and/or OWNER shall promptly
notify the other party in writing of any change of name, business address, representative, fax
number, electronic information, e-mail address, or other identifying information.
ARTICI .F. XXXVIIL
ENTIRE AGREEMENT
This Agreement consisting of twenty six (26) pages and one (1) Exhibit constitutes the
complete and final expression of the Agreement of the parties and is intended as a complete and
exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous
offers, promises, representations, negotiations, discussions, communications, understandings, and
agreements which may have been made in connection with the subject matter of this Agreement:
also including the Proposal regarding City of Denton, Texas, Request for Proposal No. 3811
(including any and all Addendums issued by OWNER in connection therewith) of the parties as
stated herein.
ART1C't F XXXIX
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent jurisdiction to
be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement,
and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall
reform this Agreement, to the extent reasonably possible, to replace such stricken provision with a
valid and enforceable provision which comes as close as possible to expressing the original
intentions of the parties respecting any such stricken provision:
Page 21 of 26
ARTICT F Xl
COMPLIANCE WITH LAWS
RECYCLING PROVIDER shall comply with all federal laws, state laws, local laws, federal
rules, state rules, and local rules, and federal regulations, state regulations, local regulations, and
ordinances applicable to the work performed by RECYCLING PROVIDER hereunder, expressly
including, without limitation, those dealing with employment, personal safety, fire code safety,
environmental issues, and other issues,_as they may now read or as they may hereafrer be amended.
ARTTCT.F XI T
DISCRIMINATION PROHIBITED
[n performing the services required hereunder, RECYCLING PROVIDER shall not
discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry,
age, or physical handicap.
ARTT('T F XI Il
PERSONNEL
A. RECYCLING PROVIDER represents that it has or will secure at its own expense all
personnel required to perform all the services required under this Agreement. Such personnel
shall not be employees or officers of, nor have any contractual relations with the OWNER.
RECYCLING PROVIDER shall immediately inform the OWNER in writing of any conflict
of interest or potential conflict of interest that RECYCLING PROVIDER may discover, or
which may arise during the term of this Agreement.
B. OWNER requires that RECYCLING PROVIDER carefully safeguard all documents, data,
and information provided by OWNER to RECYCLING PROVIDER incident to this
engagement. RECYCLING PROVIDER recognizes that such documents; data; and
information; possibly involve sensitive, competitive issues; in some cases, confidential
information: and in some cases proprietary information; and the disclosure of such
information by RECYCLING PROVIDER to any third party, without the express written
consent of OWNER, is expressly prohibited by OWNER, and would likely cause economic
loss and detriment to OWNER. Any such unauthorized disclosure of information by
RECYCLING PROVIDER may constitute an act of default respecting this Agreement.
RECYCLING PROVIDER represents to OWNER that it will safeguard OWNER's
information and will, upon OWNER'S reasonable request, provide OWNER with
RECYCLING PROVIDER'S policies regarding its procedures for identifying conflicts of
interest, and its procedures and safeguards which are in place which would apply to
RECYCLING PROVIDER'S treatment and handling of OWNER'S documents, data, and
information.
C. OWNER agrees that it will safeguard all documents, data, and information provided by
RECYCLING PROVIDER incident to this engagement. OWNER recognizes that such
documents, data, and information, possibly involve sensitive, competitive issues; in some
cases, confidential information; and in some cases, proprietary information; and the
disclosure of such information by OWNER to any third patty, without the express written
Page 22 of 26
consent of RECYCLING PROVIDER, is expressly prohibited by RECYCLING
PROVIDER, and would likely cause economic loss and detriment to the RECYCLING
PROVIDER. Any such unauthorized disclosure of information by OWNER may constitute
an act of default respecting this Agreement.
D. RECYCLING PROVIDER and OWNER shall keep the material and/or processes designated
in writing by the OWNER and not disclose; if RECYCLING PROVIDER receives a Public
Information Request it agrees to notify OWNER immediately, but no more than twenty-four
hours later; if OWNER receives a Public Information Request it agrees to notify
RECYCLING PROVIDER immediately, but no more than twenty-four hours later. This
provision permits either party an opportunity to formally present its arguments for
confidentiality in communication to the Texas Attorney General.
E. All services required hereunder will be performed by RECYCLING PROVIDER or under its
direct supervision. All personnel engaged in performing the work provided for in this
Agreement, shall be qualified; shall meet all the requirements of an employee of the City of
Denton, Texas; and shall be authorized and permitted under applicable state and local laws to
perform such services.
ARTTC'T F XT TTl
ASSIGNABILITY
The RECYCLING PROVIDER shall not assign any interest in this Agreement and shall not
transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the
express written consent of the OWNER. No assignment of this Agreement shall be approved by
the OWNER unless the potential transferee entity shall have financial net worth and resources equal
to or greater than RECYCLING PROVIDER. Should an assignment be proposed, final approval
also requires that the transferee entity expressly assume all liabilities of the Agreement, and the
transferee shall also agree to furnish the Performance Bond required herein, before any assignment
is permitted by the OWNER. The RECYCLING PROVIDER shall also promptly notify OWNER
of any change of its name as well as of any material change in its corporate structure, its location,
and/or in its operations.
ARTTCI F XT TV
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, limitation herein
contained shall be valid unless in writing and duly executed by the parry to be charged therewith.
No evidence of any waiver or modification shall be offered or received in evidence in any
proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed.
The parties further agree that the provisions of this Article will not be waived unless as herein set
forth.
ARTTCt.F XI V
RIGHT TO ACCESS AND RIGHT TO EXAMINE BOOKS AND DOCUMENTS
RECYCLING PROVIDER agrees that OWNER shall, until the expiration of three (3) years
Page 23 of 26
after the final payment made by OWNER under this Agreement (or any lawful extension thereof),
have access to and the right to examine any directly pertinent books, documents, papers and records
of the RECYCLING PROVIDER involving transactions relating to this Agreement. RECYCLING
PROVIDER agrees that OWNER shall have access during normal working hours to all necessary
RECYCLING PROVIDER facilities and shall be provided adequate and appropriate working space
in order to conduct examinations or audits in compliance with this Article. OWNER shall give
RECYCLING PROVIDER reasonable advance notice of all intended examinations or audits.
ARTICLF XT VI.
JURISDICTION, CHOICE OF LAW, AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas. Jurisdiction over any case or controversy regarding this Agreement, in all cases, shall be
in the District Courts of Denton County, Texas. Venue of any suit or cause of action under this
Agreement shall lie exclusively in Denton County, Texas.
In the event that any litigation is concluded under this Agreement, the prevailing party shall
be entitled to recover, in addition to such other and further relief as the Court may award,
reasonable attorneys fees and court costs directly incurred in the legal proceedings.
ARTT('T F Xl VTT
THE PROJECT/COORDINATION OF WORK
RECYCLING PROVIDER shall commence, carry on, and complete its work on the Project
with all applicable dispatch, and in a sound, economical, efficient manner, and in accordance with
the provisions hereof. In accomplishing the Project, the Contractor Representative shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with any related
work being carried on by the OWNER.
ARTIC't F XT VT1L
OBLIGATION OF OWNER TO ASSIST
The OWNER shall assist and fully cooperate with the RECYCLING PROVIDER by placing
at the RECYCLING PROVIDER'S disposal all available information pertinent to the Project,
including previous reports, any other data relative to the Project and arranging for the access to, and
making all provisions for the RECYCLING PROVIDER to enter in or upon, public and private
property as required for the RECYCLING PROVIDER to perform services under this Agreement.
OWNER and RECYCLING PROVIDER agree that RECYCLING PROVIDER is entitled to rely
upon any background information furnished to it by OWNER without the need for further inquiry
or investigation into such information.
ARTTCLF XT TX
CAPTIONS
The captions of this Agreement are for informational purposes only and shall not in any way
affect the substantive terms or conditions of this Agreement.
Page 24 of 26
ARTI('T F I
AUTHORITY TO SIGN CONTRACT
OWNER is represented by its duly authorized City Manager, who is empowered to execute
this Agreement as the act and deed of the City Council of the City of Denton, Texas. RECYCLING
PROVIDER is represented by its duly authorized officer, who is empowered to execute this
Agreement as the act and deed of the RECYCLING PROVIDER.
ARTTCT.F t L
COUNTERPARTS
OWNER and RECYCLING PROVIDER shall execute four (4) originals of this Agreement,
each of which shall have the effect of an original.
IN WITNESS WHEREOF, the City of Denton, Texas, OWNER, has executed this
Agreement in four (4) original counterparts, by and through its duly authorized City Manager; and
RECYCLING PROVIDER has execµ5ed this reement by and through its duly authorized
undersigned officer, on this them day of~~,(~,Q.{,(~~; , 2007, but to be effective as of
November 4, 2007. ~
"OWNER"
CITY OF DENTON, TEXAS
A Municipal Corporation
gy. ~~
GEORGE C. CAMPB LL, City Manager
ATTEST:
JENNIFEnER WALTERSI,.C11TY( S~E-CRETARY
BY~~\~Xf UV(~ X A11/1 A>
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
By:
Page 25 of 26
"RECYCLING PROVIDER"
ALLIED WASTE SYSTEMS, INC.
A Delawaze Corporation
d/b/a Allied Waste Services of Justin
~ ~~,.~
sy:
Chris Synek
Senior RVP _
ATTEST:
BY~ Vv ~~i
SE TARY
APPROVED AS TO LEGAL FORM:
sy: NIA
Its ounsel
Page 26 of 26