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Ordinance No. 15,194 ORDINANCE NO. 15,194 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE ANNUAL RESIDENTIAL SOLID WASTE COLLECTION, DISPOSAL, AND RECYCLING SERVICES CONTRACT WITH BEST TRASH, L.L.C.; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED FIVE MILLION TWO HUNDRED SEVENTY-SIX THOUSAND NINE HUNDRED FIFTY-SEVEN AND NOI100 DOLLARS ($5,276,957.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ********************************************************************************* BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown hereby authorizes and directs the City Manager to execute and the City Clerk to attest to the Annual Residential Solid Waste Collection, Disposal, and Recycling Services Contract with Best Trash, L.L.C. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the City Council hereby authorizes payment to Best Trash, L.L.C., in an amount not to exceed FIVE MILLION TWO HUNDRED SEVENTY-SIX THOUSAND NINE HUNDRED FIFTY-SEVEN AND NOI100 DOLLARS ($5,276,957.00), in accordance with the contract authorized in Section 1. Section 3: That pursuant to the provisions of Texas Local Government Code Annotated § 252.048,the City Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of FIFTY THOUSAND AND NOI100 DOLLARS ($50,000.00) or less, provided that the original contract price may not be increased by more than twenty-five percent (25%) or decreased by more than twenty-five percent (25%) without the consent of the contractor to such decrease. Section 4: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 81h day of September, 2022. k T01ty'.I DON CAPETILLO, Mayor ATTEST: �o a' ANGELA A ON,V,j or- APPROVED S T FORM: SCOTT LEM ND, City Attorney RAKaren AndersonlORDINANCES\2022\2022.09.08\AnnualResidentialSolidWasteCollection,Disposal,&RecyclingServicesContract.docx Exhibit "A" MUNICIPAL SOLID WASTE RESIDENTIAL COLLECTION, TRANSPORTATION AND DISPOSAL AGREEMENT This Residential Solid Waste and Recyclable Materials Collection, Transportation, Disposal, and Processing Contract("Contract"), is entered as of the Effective Date by and between the City of Baytown, Texas, a Texas home rule municipality (hereinafter called "City"), and Best Trash, a Texas company qualified to do and doing business in the State of Texas (hereinafter called "Contractor"), acting by and through their duly qualified representatives.(City and Contractor collectively referred to herein as"Parties" and individually as"Party".) RECITALS WHEREAS, the City has found and determined that the public health and safety of the City will be promoted and preserved by establishing an arrangement for the collection, transportation, and disposal of Solid Waste kept and accumulated by residential and multi-family neighborhoods;and WHEREAS,Contractor is engaged in the business of collection and Recycling of Solid Waste and is familiar with the requirements of the City and its Solid Waste services;and WHEREAS, the City has determined Contractor to be qualified to carry out the terms of this Contract upon the terms and conditions and for the consideration hereinafter provided; and WHEREAS, the City, therefore, desires to grant to Contractor the right to operate as the sole provider,to the limits allowed by State law and by City ordinance(s),for City-provided services of collection,transportation,and disposal of residential and multi-family residential garbage and trash, and recycling,subject to the terms of this Contract; and WHEREAS,Contractor desires to operate and maintain the service of collection and transportation of residential garbage and trash, and residential recycling wastes subject to the terms of this Contract. WHEREAS,the successful Contractor shall be responsible to reimburse City for the development of this RFP and contract documents. The estimated costs to be incurred by City are$39,940. This reimbursement will occur within the first thirty(30)days of the start of this contract. NOW, THEREFORE, for and in consideration of the mutual covenants, promises and undertakings herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed,the Parties hereto agree as follows: 1 I. INCORPORATION OF RECITALS; CONTRACT DOCUMENTS 1.1 The above recitals are accepted as part of this contract for all purposes. 1.2. The "Contract Documents" governing the obligations of the Parties shall consist of (a) this Contract,and all Exhibits and exhibits attached hereto,(b)the Request for proposal("RFP")document,and (c) Contractor's Proposal submitted in response to City's RFP (Request for Proposals) for Solid Waste Services. In the event of conflict between these documents,they shall control in the order listed here with this Contract having the highest precedence. II. DEFINITIONS The words and phrases used in this Contract shall have the following meanings unless the context indicates a different definition. In the event that the definitions provided herein differ from those in the most current version of the City of Baytown Solid Waste Ordinance now or in the future,the Ordinance shall prevail. "Bag"means a plastic sack,up to 30 gallons in size, designed to store refuse with sufficient wall strength to maintain physical integrity when lifted by the top "Bulky Waste" means rubbish items including but not limited to White Goods, bicycles, furniture,rugs, mattresses,televisions, fence material,auto parts, and other similar items which are customary to ordinary housekeeping operations of a Residential Unit. Bulky waste shall be collected the second day of each week with a limit of four(4)cubic yards per collection. "City" means and refers to the City of Baytown, Texas, and all attendant boards, agencies, commissions, and related bodies,along with their respective officers,agents and employees. "City Manager" means the City Manager of the City of Baytown or his designated representative. "Code" means the Code of Ordinances of the City of Baytown, which may be amended from time to time throughout the term of this Agreement. "Collection":The act of removing Refuse and Bulky Waste for transport to a Disposal Facility,and the act of removing Recyclables for transport to a Recycling Facility. "Collection Area"means that portion of City in which Contractor provides collection services as described in this RFP. "Contract Administrator" means City Manager or his designee responsible for actively interacting with Contractor to achieve the Contract's objectives; monitoring the Contract to ensure Contractor compliance; receiving and maintaining Contractor reports; addressing Contract related problems on behalf of City; incorporating necessary modifications or changes into the Contract; mediating and expediting timely resolution customer/Contractor issues,and other duties necessary to implement the Contract. "Contractor" means the person or business entity who enters into the Contract with City to perform the services described in this RFP and/or the accepted proposal. "Curbside" Curbsides shall mean within 3 feet of the curb that provides primary access to the Unit as designated by City unless such placement interferes with or endangers the movement of vehicles or pedestrians. "Customer"means a Solid Waste Customer and/or a Recycling Customer. "Dead Animals" means animals or portions thereof that have expired from any cause except those slaughtered or killed for human use. "Disposal Facility"A duly permitted sanitary landfill selected by Contractor for the disposal of the Waste and Bulky Waste collected by Contractor from City during the Contract Term.All waste materials collected within City under this contract shall be deposited at any disposal site properly authorized by the State. Contractor shall negotiate directly with the owner of the disposal site for permission to use the disposal site and Contractor shall bear all disposal costs. 2 "Excluded Waste" means waste that is excluded from this Contract. Excluded Waste is all Large Dead Animals, Hazardous Waste, offal waste, stable matter, vegetable waste, construction debris, and Special Waste. "Garbage" means kitchen and household waste including food containers, but not includingsewage or dead animals. "Generator"means a person or municipality that produces or creates municipal waste. "Hazardous Waste" means any Solid Waste identified or listed as hazardous waste by the administrator of the Environmental Protection Agency under the Federal Solid Waste Disposal Act as amended by RCRA, 42 U.S.C. S6901,et,seq.,as amended. "Heavy Trash" means furniture, equipment, shipping boxes and other bulky items, including Yard Waste, but not including building materials. "Large Dead Animals" are excluded from this contract. Animals or portions thereof equal to or greater than 10 pounds in weight that have expired from any cause, except those slaughtered or killed for human use. "Medical Waste"means Waste generated by health care related facilities and associated with healthcare activities, not including Garbage or Rubbish generated from offices, kitchens, or other non-health-care activities.The term includes Special Waste from healthcare-related facilities which is comprised of animal waste,bulk blood and blood products,microbiological waste,pathological waste,and sharps as those terms are defined in 25 TAC §1.132(relating to Definitions). "Municipal Solid Waste(MSW)"means wastes consisting of everyday items such as product packaging, grass clippings, furniture, clothing, bottles and cans, food scraps, newspapers, appliances, consumer electronics, and batteries. These wastes come from homes; institutions such as schools and hospitals; and commercial sources such as restaurants and small businesses. Municipal Solid Waste does not include municipal wastewater treatment sludges, industrial process wastes, automobile bodies,combustion ash,or construction and demolition debris.The term does not include source-separated recyclable materials. "Multi-Family Dwellings"means structures for residential living consisting of attached units. "Non-Recyclables"Any materials in the Single Stream Materials or Recyclables that are not Recyclables. "Offal Waste"is excluded from this contract. Waste animal (land or marine) matter from establishments such as butcher shops,slaughterhouses,food processing and packing plants,rendering plants,and fertilizer plants. "Performance Bond" means a corporate surety bond that guarantees compensation to City if it must assume the obligations and/or duties of Contractor to continue the service as defined by the Contract's Specifications. "Permit" means a permit issued by the State of Texas to operate a municipal solid waste landfill or processing facility, or to beneficially use municipal waste. The term includes a general permit,permit-by- rule,permit modification,permit reissuance,and permit renewal. "Poly Cart" means a rubber-wheeled receptacle to be used by a Customer for Garbage and Recyclables with a maximum capacity of 65 gallons constructed of plastic. metal and/or fiberglass, designed for automated or semi-automated solid collection. and having a tight-fitting lid capable of preventing entrance into the container by small animals. The Weight of a Poly cart and its contents shall not exceed 175 lbs. "Processing"Recycling of Single Stream Materials at a properly permitted Recycling Facility. "Proposal Bond"The corporate surety bond or a certified check drawn on a national bank,in the amount specified in the Instruction to Bidders, submitted with the Bid as a guarantee that the Bidder will,if called upon to do so,accept and enter in the Contract. "Recycling Customer"means a tenant,occupant,or owner,who receives recycling servicesand who resides at a Recycling Unit within the Collection Area and excludes all commercial properties within the City, including, but not limited to,multifamily dwelling units. "Recycling Unit" means a residential property located within the Collection Area that receives Residential Solid Waste services. The term "Recycling Unit'. expressly excludes a multifamily unit that exceeds eight dwelling units. 3 "Recyclable Material" means a material that has been recovered or diverted from the non-hazardous waste stream for purposes of reuse,recycling,or reclamation,a substantial portion of which is consistently used in the manufacture of products that may otherwise be produced using raw or virgin materials. Recyclable Material is not Solid Waste. However, Recyclable Material may become Solid Waste at such time,if any,as it is abandoned or disposed of rather than recycled,whereupon it will be Solid Waste,with respect to the party abandoning or disposing of such material. Residential Recyclables include juice boxes, glass containers (clear,brown, green), tin-steel cans,paper board, cardboard, magazines, aluminum cans, newspapers,junk mail, phone books, office paper, and plastics all codes (#1 through #7, except for # 6, which is Styrofoam products). "Recycle" or "Recycling" means the collection, separation, recovery, and sale or reuse of metals, glass, paper, leaf waste, plastics, and other materials which would otherwise be disposed of or processed as municipal waste or the mechanized separation and treatment of municipal waste and creation and recovery of reusable materials other than a fuel for the operation of energy. "Recycling Facility"means a facility employing a technology that is a process that separates or classifies municipal waste and creates or recovers reusable materials that can be sold to or reused by a manufacturer as a substitute for or a supplement to virgin raw materials. The term "Recycling Facility" shall not mean transfer stations,municipal solid waste landfills, or resource recovery facilities. "Refuse"Same as Rubbish. "Residential Curbside Recycling" means the collection of Recyclable Materials placed by Customers residing in Single-Family Structures Curbside for collection,the delivery of such materials to a Recycling Facility, and the subsequent recycling of the collected materials. "Residential Unit"means a residential dwelling occupied by a person or group of persons comprising not more than four families. A Residential Unit 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 units,shall be treated as a Residential Unit,except that each single-family dwelling within any such Residential Unit shall be billed separately,as a Residential Unit. For purposes of this contract, a Residential Unit shall include a generator at a small commercial business whose garbage and rubbish are placed in not more than 10 bags per collection day, including but not limited to offices, stores, service stations, restaurants, amusement centers, schools, churches, etc. Located within the boundaries of City. "Residential Waste"means all Refuse,Garbage,Rubbish,and other Solid Waste generated by a Customer at a Residential Unit. "Rubbish" means 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, or similar materials; non-combustible rubbish includes glass,crockery,tin cans,aluminum cans,metal furniture,and similar materials that will not burn at ordinary incinerator temperatures(1,600 degrees Fahrenheit to 1,800 degrees Fahrenheit). "Single Stream Materials" means all materials deposited by a residential Customer in the Customer's Recycling Cart, including any Recyclables and Non-Recyclables placed adjacent to recycling cart. "Small Businesses Garbage Generator"means a commercial type of business,which generates no more than one(1)cubic yard of Solid Waste per week. "Solid Waste"means Garbage and Bulk Waste. "Solid Waste Customer" means a tenant, occupant, or owner, whose Solid Waste Unit' receives Solid Waste collection and disposal services within the Collection Area. "Solid Waste Unit" means any (i) single family residence, (ii) multifamily residence in complexes of eight(8) or less dwelling units with a contract for collection with the City, (iii) small business as defined in Chapter 86 of the Code with a contract for collection with the City, and (iv) certain not- for-profit facilities identified by the City Manager or his designee. "Stable Matter"(excluded from this contract)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, 4 poultry,or livestock. "Special Waste" is excluded from this contract. Means Waste that requires special handling and management due to the nature of the waste, including,but not limited to,the following: (A)containerized waste(e.g. a drum,barrel,portable tank,box,pail, etc.), (B)waste transported in a bulk tanker,(C)liquid waste, (D) sludge waste, (E)waste from an industrial process, (F)waste from a pollution control process, (G)Residue and debris from the cleanup of a spill or release of a chemical,or(H)any other waste defined by Texas law,rule or regulation as "Special Waste". "Storm Event" shall mean an event, such as a flood, ice or hail storm,wind storm, civil unrest,riot, or Act of God for which a declaration of a state of emergency is not issued that results in the generation of higher than normal volumes of Solid Waste by Customers and will require additional equipment, manpower, hours, labor, or other resources from Contractor beyond that which is included in this Contract, as agreed to in writing by the Contractor and the City Manager. "TCEQ" means the Texas Commission on Environmental Quality or any successor organization or agency. "Unacceptable Waste" means any items not included as a Recyclable in the contract, or anywaste, the acceptance and handling of which by Contractor would cause a violation of any permit, condition,legal or regulatory requirement,substantial damage to Contractor's equipment or facilities, or present a danger to the health or safety of the public or Contractor's employees, including, but not limited to, Hazardous Waste, and untreated medical waste, and special waste without an approved special waste agreement between the generator and Contractor. "Unit" means both a Recycling Unit and a Solid Waste Unit. "Unusual Accumulations"Any Residential Unit Waste placed curbside for collection which does not meet the specifications defined by this Agreement for regular garbage,and bulky waste.Contractor has the right to take photographic evidence of Unusual Accumulations, and the option to provide for the collection of Unusual Accumulations for a fee after inspection and pricing by Contractor supervision. "Waste"or"Waste Materials"means all Residential Waste to be collected by Contractor pursuant to the Contract. The term"Waste"specifically excludes Unacceptable Waste. "White Goods"means refrigerators that have CFCs removed by a certified technician,stoves and ranges, water heaters,freezers, swing sets,bicycles(without tires)scrap metal,copper,and other similar domestic and commercial large appliances. III. GRANT OF CONTRACT AND FRANCHISE Grant of Contract and Franchise.To the extent allowed by law,City hereby grants to Contractor: (a) the sole right,duty, and privilege within City's Limits to conduct business for the purpose of collection and transportation, disposal and/or Processing of Waste Materials, and Recyclable Materials during the Term of this Contract from all Residential Customers located within City's incorporated limits; with the exceptions listed below;and 1) A person may haul garbage, refuse, or recyclables, originating within his family dwelling unit to an approved disposal facility, providing his means of conveyance is approved by the department of environmental health as being sanitary and of a type that will prevent the spilling or leakage of its contents, littering and the emanation of disagreeable odors. 2) The City may authorize the collection,removal, and disposal of all solid waste under such terms, conditions, and limitations deemed necessary in the event of a Force Majeure event or in the interest of preserving the immediate public health, safety,and welfare. 5 (b) The sole right, duty, and privilege to collect Waste Materials and Recyclable Materials during the Term of this Contract from all Municipal Facilities. IV. CONTRACT TERM 4.1 Initial Term. The Initial Term of the Contract shall commence on December 1, 2022 (the "Commencement Date") and shall end on November 30, 2027, unless otherwise extended or terminated earlier as provided in the final contract. 4.2 Note.Each year the City renews the contract,evidenced in writing,with submission to City Council for approval. 4.3 Extension Term. Upon approval by City's City Council,the Initial Term may be extended by contract of the Parties for an additional one(1)year term upon the same terms and conditions as stated in the final contract. V. RATES 5.1 Base Rates. Contractor is authorized to charge, and shall receive from The City, the rates set forth on SCHEDULE A attached hereto and incorporated herein by reference ("Base Rates"). The Base Rates are subject to adjustment as outlined in Section"Modification of Rates"below. 5.2 Modification of Rates. Base Rates charged by Contractor for services will remain fixed and will not be adjusted for changes in the CPI(hereinafter defined)until December 1,2023.Commencing on December 1,2023,continuing annually on each anniversary date of the Commencement Date of this Agreement,upon sixty(60) days'notice to City, the Base Rates for services shall be adjusted by the same percentage as the Consumer Price Index for All Urban Consumers(published by the United States Bureau of Labor Statistics, Consumer Price Index, U.S. City Average, All Urban Consumers, Garbage and Trash Collection, Series CUSROOOOSEH002. Not Seasonally Adjusted. Base Period December 1983=100) (the C.P.I.) shall have increased during the preceding twelve months,utilizing the most recent available 12-month period available from this index. In the event the U.S. Department of Labor, Bureau of Labor Statistics ceases to publish the C.P.I., the parties hereto agree to substitute another equally authoritative measure of the change in the purchasing power of the U.S.dollar as may be then available to carry out the intent of this provision. During the first term of this contract,the cumulative effect of each year's Rate Modification shall not exceed twenty percent (20%). If the cumulative effect yields 20% before the end of the first term, no additional Rate Modifications will be allowed. In any year where the adjustment would result in a downward adjustment,the adjustment shall be zero percent(0%). As defined in 4.1. 6 5.3 Regulatory Rate Adiustment.The Contractor may petition the City at any time for additional payment rate adjustments on the basis of certain unusual and unanticipated changes in the cost of operations, including, but not limited to new or revised Federal or State laws, ordinances or regulations that place a direct fee or tax per ton on municipal solid waste generated by the City. The increase per month shall be calculated using the annual reported waste generation data per account in the City. The City shall have the right, as a condition for its approval, to demand inspections by itself or by an independent auditor of pertinent records that demonstrate the need for an adjustment to the payment rates. If the City shall fail to approve such requested increase within thirty(30)days after receipt of such request,Contractor shall have the right to terminate the Contract with 180 days'notice to the City. VI. SERVICE SPECIFICATIONS 6.1 General/Service Contracts.The work to be performed by Contractor pursuant to this Contract consists of collection,transportation and disposal, at its own expense, of Waste and Recyclable Materials collected from Residential Units within the corporate limits of the City as the present and future boundaries exist, and the furnishing of all labor,methods or processes,tools,equipment and transportation necessary to meet the requirements of this Contract. 6.2 Residential Solid Waste Collection. Two times per week collection of Acceptable Waste with the Contractor supplying one 65-gallon poly cart per residence.All Residential collections shall be performed weekly.All materials to be collected shall be placed within the Cart,with additional 30-gallon bags outside of the cart; the total number of bags not to exceed ten(10)30-gallon bags. Collections shall be made from Residences on a regular schedule on the same day and at approximately the same time each week. Contractor is not responsible for collecting Carts weighing more than 170 pounds. Contractor shall collect Carts/Containers that are placed Curbside (exception being for Special Needs). Contractor shall be responsible for providing notice first to the Customer and then to City staff if it believes the cart is not prepared and/or located correctly by a Customer.However,City shall be the sole and final judge as to such conditions and locations. 6.3 Hours of collection.The collection of waste materials shall not start before 7:00 AM or continue after 7:00 PM on the same day. Exceptions to collection hours shall be affected only upon the mutual agreement of City and Contractor,or when Contractor reasonably determines that an exception is necessary to complete collection on an existing collection route due to unusual circumstances. Residential Unit and Municipal Facilities collection routes shall be established by Contractor;however, City prefers to keep collections on the same days as shown on the attached maps indicating current collection schedules. Contractor shall utilize the map provided in the Appendix that designates the Residential Unit and Municipal Facilities collection routes.Contractor shall communicate route day changes via direct mailings at its own expense,a map of the Residential Unit collection routes of such size to clearly show all pertinent information. Contractor may from time to time make changes in routes or days of collection affecting Residential Units or municipal facilities provided such changes in routes or days of collection are submitted to City at least two(2)weeks in advance of the commencement date for such changes. Contractor shall properly give written notice to the affected Residential Units. 7 6.4 Residential Collection of Recyclable Materials. Contractor shall provide one collection each week, on one of the same days that Garbage is collected each week, of Recyclable Materials placed in the Residential Unit's Contractor-supplied Recycling Cart. Contractor shall collect any non-containerized Recyclable Materials from a Residential Unit that are placed immediately adjacent to the designated Recycling Container. Contractor shall not be required to collect Recyclable Materials if the Recycling Customer does not segregate the Recyclable Materials from Solid Waste. Customers shall not overload the Recycling Container. 6.5 Changes in Recycling Market Conditions. If market conditions develop that limit or inhibit Contractor from selling some or all of the Acceptable Recycling Material, Contractor may give written notice to City of (i) a need to redefine Acceptable Material and Unacceptable Materials, (ii) update the Processing facility's Average Commodity Mix, (iii) suspend or discontinue any or all Recycling services, or (iv) dispose of Acceptable Material (as currently defined) in a landfill and update the pricing to City accordingly. Such actions may be reversed,upon approval from City,if market conditions dictate. 6.6 Recyclables must be dry,loose(not bagged),un-shredded,empty,and include ONLY the following: Aluminum cans Newspaper PET bottles with the symbol#1 —with screw tops Mail only HDPE plastic bottles with the symbol #2(milk, Uncoated paperboard(ex. cereal boxes; food and snack water bottles detergent,and shampoo bottles,etc.) boxes PP plastic bottles and tubs with symbol#5 - Uncoated printing,writing and office paper em t Steel and tin cans Old,corrugated containers/cardboard uncoated Glass food and beverage containers—brown, Magazines,glossy inserts,and pamphlets clear,or green Plastics not listed above including but not limited Cartons,Aseptic Containers to those with symbols#3,#4,#7 NON-RECYCLABLES include,but are not limited to the following: Plastic bags and bagged materials (even if Microwavable trays containing Rec clables Porcelain and ceramics Mirrors,window or auto glass Light bulbs Coated cardboard Soiled paper,including paper plates,cups, THIS SPACE IS BLANK and pizza boxes Expanded polystyrene and#6 plastics Coat hangers Glass and metal cookware/bake ware Household appliances and electronics Hoses,cords,wires Yard waste,construction debris,and wood Flexible plastic or film packaging and Needles, syringes,IV bags or other medical supplies multi-laminated materials Food waste and liquids,containers Textiles,cloth,or any fabric(bedding,pillows,sheets,etc.) containing such items Excluded Materials or containers which Napkins,paper towels,tissue,paper plates,paper cups,and contained Excluded Materials plastic utensils 8 Any paper Recyclable materials or pieces Propane tanks,batteries of paper Recyclables less than 4"in size in any dimension 6.7 Recyclina Contamination Specifications. Single-Stream Recyclable Materials collected within the City and delivered by Contractor to the Recycling Facility may not contain more than 15 % Non- Recyclables or Unacceptable Waste. A report of each non-conforming load detailing the composition of the load and including photographic evidence of the load will be provided to the City within 24 hours of the load being transported to the Disposal Facility. 6.8 Residential Bulk Collection. Contractor will collect Bulky materials once per week on the second day the Residential Unit receives Garbage.The Customer will be limited to four(4)cubic yards of material per collection. 6.9 Appliances or "White Goods." such as a freezer, refrigerator, water cooler, dehumidifier, air conditioner,and any other appliances containing refrigerants must be tagged certifying that all refrigerants have been removed by a certified refrigerant technician prior to their placement for collection. 6.10 Residential Unusual Accumulation Collection.When a Customer desires collection of more material than the weekly limit,the resident can request an Unusual Accumulations Collection for a fee.The fee will reflect a cost per hour for the vehicle,plus applicable disposal. Any additional fees that might be charged to a Customer for services that will be rendered over and above the requirements of the Contract will be determined after visual inspection by Contractor's supervisor, and such fees will be approved by the Customer prior to commencing work. 6.11 Residential Carts. Upon notice from The City, the Contractor agrees to provide one new Cart for Garbage and one Cart for Recyclable Materials to new Residential Units constructed within the City during the Term of the Contract(together, the"Carts"). New Carts will be provided with written instructions for proper use, including any Resident actions that may void manufacturer warranties, such as placement of hot ashes in the Cart. New Recycling Carts and replacement lids for existing Recycling Containers that have been damaged and need a replacement lid will have recycling guidelines heat molded on the top of the lid in mutually agreeable place. (1) Contractor shall not be required to collect a Cart(either Garbage or Recycling) that is overloaded by weight or volume,or a Cart that is not properly placed Curbside. (2) The Carts shall remain at the location of the Residential Unit where initially delivered by Contractor. Should a Cart be lost or stolen from a Residential Unit,the Resident is to obtain a New replacement Cart by contacting the Contractor directly. The Contractor shall assess a fee to the Resident(shown in Exhibit A,"Replacement Cart",which the Resident is obligated to pay,but will be billed for such Cart replacement by the City. If a Cart is damaged while at a Residential Unit through normal wear and tear, the Resident shall contact the Contractor directly to request a replacement Cart.The Contractor will be responsible for responding to requests from and delivering Carts to Residents who need a Cart replacement due to Cart damage. Contractor shall deliver a Cart within five(5) business days after notice by the City. Reconditioned Carts must be cleaned prior to re-entry into the system and delivery to Residents. Damaged Carts shall be removed at the same time a reconditioned or replacement Cart is delivered. 6.12 Special Needs Waste Placement for Collection Assistance: If City deems all residents of a Single- 9 Family Residence are handicapped or due to age or verified physical limitations cannot safely move their bags to the curb,Contractor personnel will collect the bags at the side yard or garage door.All requests for collection assistance will be approved by City and then relayed by City to Contractor. The rate for the collection of Special Needs carts shall be the same as a regular collection. 6.13 Right to Reject Unacceptable Waste.City agrees that if Unacceptable Waste is set out by a Customer for collection, Contractor may, in its sole discretion, reject such Unacceptable Waste. Neither title to, nor liability for,Unacceptable Waste shall pass to Contractor. 6.14 Adding Residential Customers. Contractor will establish New Residential Customer Service upon City request not later than the next collection day for the subject Residence following receipt of the written request for such commencement of service from the City. 6.15 Small Businesses Commercial Garbage Collection. Contractor shall Collect from each Small Business Commercial Service Unit, all Acceptable Solid Waste contained in Contractor-provided 65- gallon carts. Contractor and Customer shall mutually decide on the number and location of Carts. In addition, Contractor and the Customer shall mutually decide on the frequency of Collection and Scheduled Collection Days.Contractor in not responsible for collecting Carts weighing in excess of 170 pounds.Contractor shall be responsible for providing notice first to the customer and then to City staff if it believes garbage is not prepared and/or located in an area accessible to the collection vehicle.However, the City shall be the sole and final judge as to such conditions and locations. 6.16 Excluded Waste.If excluded waste is discovered before it is collected by Contractor,Contractor may refuse to collect the entire bin,container,bag,or bundle of waste.In such situations,Contractor shall contact City and City shall undertake appropriate action to ensure that such excluded waste is removed and properly disposed of by the depositor or generator of the waste. In the event any excluded waste is not discovered by Contractor before it is collected, Contractor may, in its sole discretion, remove, transport, and dispose of such excluded waste at a location authorized to accept such excluded waste in accordance with all applicable laws and charge the generator of such excluded waste all direct and indirect costs incurred due to removal,remediation,handling,transportation, delivery and disposal of such excluded waste. City shall provide all reasonable assistance to Contractor to investigate to determine the identity of the depositor or generator of the excluded waste to enable Contractor to collect from the depositor or generator the cost incurred by Contractor in connection with such excluded waste.Contractor releases City from any liability for any such cost incurred by Contractor in connection with such excluded waste,except to the extent that such excluded waste is determined to be deposited or generated by City. 6.17 Supplying and Maintaining Garbage And Recycling Containers. Contractor shall supply and maintain all Garbage and Recycling Containers.Garbage and Recycling Containers supplied by Contractor will be new at the commencement of this contract.The Carts shall be provided with instructions for proper use, including any Customer actions that would void manufacturer warranties, such as placement of hot ashes in the Container causing the Cart to melt, and procedures to follow to minimize potential fire problems.Contractor shall retain ownership of the Carts provided. Contractor shall provide instructions for the proper use of the Carts to the residents in conjunction with the delivery of the Carts.Upon notice from City,Contractor shall deliver Carts to new Customers who move into the Collection Area. Contractor will be responsible for responding to requests from and delivering Carts to Customers who need a Cart replacement for whatever reason. Carts shall be delivered no later than five (5)business days after notice from City.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. Prior to the beginning of the Contract, Contractor shall provide Detachable Containers for Garbage 10 Collection to all Facilities receiving Detachable Container collection service under the Contract. Detachable Containers will be standard Containers capable of being serviced by front load, collection vehicles, and/or roll-off vehicles compatible with compactor and open-top containers. VII. COLLECTION OPERATIONS—GENERAL PROVISIONS 7.1 Hours of Collection. Collection of Waste Material from Residential Customers shall not start before 7:00 A.M. or continue after 7:00 P.M. on the same day in any area of City's Limits which is located in a residentially zoned area or otherwise within 500 feet of a Residence, unless otherwise agreed by City and Contractor, or when Contractor reasonably determines that an exception is necessary in order to complete collection on an existing collection route due to unusual circumstances. Notwithstanding the foregoing to the contrary,collection on all routes will be completed no later than 7:00 P.M. each service day unless: (a) Contractor provides notice to City with a description and justification of the unusual circumstances prior to the collection that justifies a later completion time;and (b) The City determines that the collection will not result in a violation of City's ordinances regarding excessive noise. 7.2 Collection Routes. Contractor shall work with City staff to develop routes prior to the Commencement Date. Contractor may request changes to collection routes that are determined to be more efficient than those in effect on the Commencement Date or to which the Parties later agree;provided,however,no change in collection routes shall be made unless: (a) such change has been approved in writing by the City Manager, which shall not be unreasonably withheld or delayed; and (b) if the change will require a change in the days Waste Materials and/or Recyclable Materials are collected from a Residential Customer, Contractor has provided written notice to each Residential Customer whose collection dates will change not later than fifteen (15) days prior to the date of the new collection dates become effective. 7.3 Holidays,The following shall be holidays for purposes of this contract:New Year's Day,Thanksgiving Day, and Christmas Day. Contractor may decide to observe any or all of the above-mentioned holidays by suspension of collection service on the holiday, but such decision in no manner relieves Contractor of its obligation to provide collection service at Residential Units at least once during the Holiday week. Contractor shall notify the city two (2) weeks in advance of the holiday service schedule. If one of the collection days falls on a holiday, Contractor will collect waste on the next regularly scheduled collection day (excluding Sunday). In the event of an Act of God, Contractor will provide services as soon as reasonably possible following such events. 7.4 Complaints. Customer complaints shall be directed to the Contractor. Contractor shall notify the City daily,in writing by email, of all complaints received.At the end of each business day,Contractor shall email the City a recap of the day's complaints from Residential Customers. The email shall contain the address of the Customer about which the complaint is made,the time of the 11 call, and a summary of the follow-up action taken to resolve the issue. Missed pick-ups from one day shall be reflected on the next day's complaint report indicating that collection was made. After the initial 90-day period at this Contract's inception, City may opt to do away with Daily Reporting and replace such reports with Monthly Reports containing the same information. Contractor shall arrange for collection on the next business day, before noon, after receipt of a missed collection complaint (Saturday shall be considered a business day for the resolution of missed Friday pickups and Sunday shall be considered a business day for the resolution of missed pickups on Saturday). 12 If the missed pickup is a result of Customer related acts or omissions, Contractor shall take appropriate action to cause such Customer to subsequently properly set out the Container and shall notify the City of such action.As requested by the City,Contractor shall make available GPS tracking reports for residential collection vehicles. Contractor shall make and keep records of all complaints regarding missed collections which shall include (a) the date of the complaint, (b) the name and address of the complainant, (c) the time and date the complaint was made, (d) Contractor's determination, and (e), the date and time when the Complaint was resolved. 7.5 Collection Equipment.All vehicles,facilities,equipment,and property used in the performance of this Contract shall be provided by Contractor. At the start of this Contract, all vehicles used in collection shall be in good operating order. At no time shall a vehicle be used for collection that is older than 10 years.All vehicles shall be kept in a clean and sanitary condition with the interior of the cab free of clutter. All collection equipment used under this Contract shall meet all applicable state and federal safety standards. Contractor shall obtain all required operating permits and registrations. Collection vehicles shall be painted in the Contractor's color schemes. The vehicles shall have the number of the vehicle painted on each side of each vehicle and on the rear of the vehicle in a contrasting color from the body color, the letters to be at least six inches high. No advertising shall be permitted other than the name and address of Contractor.Contractor shall place the appropriate customer service telephone number on all collection trucks. Collection vehicles shall be sufficient to service all Structures at the frequency and level of collection specified in the Contract.Collection vehicles shall be capable of handling,in the safest and efficient method available, the Carts or Containers and material specified for each structure on its route. All such vehicles shall be operated in conformity with the laws of the State of Texas. All vehicles used by management personnel,including route supervisors,shall be equipped with cell phones with voice mail so they can be contacted by the City. Collection vehicles will be equipped with two-way communication devices so that the Contractor's staff and the driver may communicate during the route collection. Contractor shall furnish to City an inventory of all equipment and vehicles to be used pursuant to this Contract. Contractor shall provide City an updated list not later than ten(10)business days after Contractor adds and/or deletes a vehicle or piece of equipment that is being used in the City unless the addition or deletion is only for a temporary period to allow for the repair of a vehicle or piece of equipment that is on the inventory that has been temporarily removed from service. Contractor acknowledges that it has represented in the Proposal that Contractor has the ability to access temporary replacement equipment and vehicles in order to be able to maintain a consistent level of collection services as required by this Contract. 7.6 Disposal. The Contractor shall deliver Waste collected to a duly permitted Disposal Facility operated in compliance with rules stipulated by the applicable state agency and/or the U.S.Environmental Protection Agency. 7.7 Spillage. The Contractor shall not be responsible for all scattered Waste categories as defined in this Contract unless the same has been caused by Contractor,in which case all scattered Waste shall be collected by Contractor on the same day such spillage occurs. 7.8 Point of Contact. All dealings and contacts between Contractor and The City shall be directed between the Public Sector representative of Contractor, or such other individual identified by Contractor, and the 13 Contract Administrator designated by The City. VIII. REPORTING REQUIREMENTS 8.1 The Contractor shall be required to provide the following reports or notifications to the Contract Administrator in addition to any daily reports.If not established by an outside authority,report formats will be mutually agreed to by Contractor and the City. Monthly Reports Complete and accurate Monthly Reports must be submitted to City Manager or his designee in a format acceptable to City on or before the tenth(IOth) of each month during the term of the Contract. Monthly Reports must contain at least the following information: Number of Households served Monthly tonnages by each category of service Residential Garbage Residential Recycling Customer complaints received by Contractor arranged and listed by category, including date, address, complainant,nature of the complaint,and resolution. As requested by City,Contractor shall make available GPS tracking reports for residential collection. Annual Reports No later than thirty(30) calendar days after the end of each calendar year, Contractor shall submit to City an annual report covering the immediately preceding Contract year and include the following information: 1) A collated summary of the information contained in the monthly reports, including reconciliation of any and/or adjustments from prior reports. 2) A discussion of highlights and other noteworthy experiences, along with measures to resolve problems,increase efficiency,and increase participation. 3) A description of all public information programs undertaken with audiences reached and media used. All reports shall be submitted in an approved format to the addresses as City may designate in writing. If the report information is transmitted electronically,Contractor shall provide information in a format that is compatible with the existing computer system at City. City may withhold payment of balances due until said reports are received. IX. CHARACTER AND CONDUCT OF EMPLOYEES Contractor's employees shall be attired at all times in a professional-type manner and Contractor shall undertake all service rendered under the Contract Documents in a neat,orderly and efficient manner and to use care and diligence in the performance of this Contract. 14 Contractor shall assure that employees serve the public in a neat, orderly,courteous,helpful,and impartial manner. All employees of Contractor in both field and office shall refrain from belligerent behavior and/or profanity. Correction of any such behavior and language shall be the responsibility of Contractor. Contractor agrees to prohibit any drinking of alcoholic beverages or use of illegal drugs or drugs which may impair the ability of the employee or agent to perform safely and adequately his or her(drivers and crew members)job while on duty or in the course of performing their duties under the Contract Documents. Contractor shall also ensure that each employee driving a vehicle shall at all times carry a valid operator's license for the type of vehicle he/she is driving. In the event Contractor receives a report alleging an employee(s)of Contractor was wanton,discourteous, belligerent,and profane or in any way intimidating,either physically or verbally,Contractor shall submit a written report to the City outlining the complete details of the incident. Said report shall include the nature of the incident,time,date and location,and name address and telephone number of the person alleging the violation. The report shall also include the name and title of the employee and what disciplinary action, if any,was taken. If an employee of Contractor is the subject of repeated or egregious allegations of the type described above, the City may request that the employee be barred from further work for Contractor in connection with the Contract. Upon the City's request, Contractor shall, within ten (10) calendar days, comply with the City's request for the duration of the Contract Time. Contractor's employees shall make collection with as little noise and as little disturbance to the Resident as reasonably possible.No Contractor employee shall disturb or otherwise interfere with property that is appurtenant to the proper execution of his duties. Contractor shall take care to prevent damage to property, including lawns, shrubs, flowers, and other plants. X. PUBLIC EDUCATION CAMPAIGN 10.1 Public Education Campaien. To inform and educate Residential Customers regarding Contractor's commencement of services under this Contract,Contractor shall,at Contractor's cost,and with City's prior approval of documents: (a) Distribute a professionally prepared brochure to each Residence prior to the commencement of collection by Contractor,which brochure shall,as a minimum,describe the upcoming changeover in the provider of Waste Material,Recyclable Material,and Bulk Waste collection services to Residential Customers,the date Contractor will start providing such services, Contractor's contact information to be used by Residential Customers wishing to ask questions or lodge complaints,and any other relevant information necessary to enhance community education; (b) Provide to City a sufficient number of additional copies of the above-described brochure to allow City to provide to people requesting such information;and (c) Coordinate with and supply any and all information reasonably requested by City's Public Affairs Manager to facilitate City's efforts to notify Residential Customers of this transition. 10.2 City Facilities and Special Events.The Contractor agrees to provide Carts,Dumpster(s)and/or Roll- Offs for the City facilities set forth in Exhibit B attached hereto and incorporated herein by this reference. The type of equipment and frequency of collection is set out in Exhibit B and may be adjusted as agreed to by City and Contractor.Necessary increases in service as agreed to between City and Contractor to existing City facilities will be added to the Exhibit and serviced at no charge. 15 XI. CONTRACTOR RESPONSIBILITIES 11.1 In providing the services required by this Contract,Contractor shall be responsible for: (a) Furnishing all skill,labor,equipment,materials, supplies, and utility services required for providing all services in accordance with this Contract; (b) All actions and activities of its subcontractors; (c) Supplying all records and information required by this Contract; (d) Securing at Contractor's expense all governmental permits and licenses and required regulatory approvals,including those required by City ordinances; (e) Paying all applicable taxes and Franchise fees; (f) Complying with applicable laws and regulations; (g) Performing all work in a timely,thorough and professional manner; (h) Disposing of all collected MSW at a permitted MSW Landfill; (i) Processing and marketing Recyclable Materials collected by Contractor from the Residences. All wage increases for Contractor's collectors or other employees, any benefits or added costs resulting from changes in technology, laws, and regulations, labor practices, availability of equipment,and other business risks that may affect the performance of this Contract;and (k) Collecting all missed pickups for any service provided within 24 hours after being notified of the missed pickup, including picking up on Saturday if notified of a missed pickup on a Friday. 11.2 Contractor's Office.Contractor shall maintain an office or such other facilities through which it can be contacted by direct visit or by local(toll-free)call from anywhere in the city on regular collection days, as follows: (i) Monday through Friday between 8:00 A.M. and 5:00 P.M. Central Time. Such office shall be staffed by a responsible person in charge and an adequate number of additional staff available to answer the phone from 8:00 a.m.to 5:00 p.m. on regular collection days.When the collection is postponed one day for scheduled or unscheduled reasons,Contractor's customer service personnel must be available to answer phones on all days during which collection service is provided. An informative recording answering frequently asked questions shall be available at all other hours,thereby providing a 24-hour,7-day per week customer service line. City Staff shall be provided an Emergency Contact for the weekend. 11.3 Newsworthy and Emergency Notifications. Contractor must contact City Manager or his designee immediately and no later than 24 hours in the event of one of the following: any news coverage or sudden event that could impact the service Contractor provides to City;any news coverage or sudden event that is reasonably anticipated to result in citizen phone calls to City; an environmental emergency or incident, including spills, that involves Contractor,a related business of Contractor,or a Contractor's employee that 16 occurs within City; a motor vehicle accident which occurred while providing services under the Contract; personal injury accidents which occurred while providing services under the Contract; and/or property damages which occurred while providing services under the Contract. 11.4 Litter or Spillage. Contractor shall not litter premises in the process of making collections. In the event of spillage by Contractor, Contractor will be responsible for cleanup of any spills including, but not limited to,garbage, fuel,oil,and other fluids from Contractor's vehicles or resulting from the collection of Waste Material. 11.5 Street Damages.Contractor shall be responsible for the repair of damage to paved surfaces on public streets,alleys,thoroughfares,bridges,or easements when such damage is caused by Contractor's negligent or inappropriate operation of its collection equipment. Contractor shall not be responsible for normal wear and tear of public rights of way or regular maintenance of such rights of way.At no time shall Contractor operate a vehicle in the City's Limits that: (a) is loaded to the extent that the load exceeds the weight allowed by law for the rating of said vehicle;or (b) is loaded to the extent that the combined weight of the load and vehicle exceeds the weight allowed on the public streets, alleys, thoroughfares, bridges, or easements on which the vehicle is traveling, if such street,alley, or bridge has received a weight limitation rating. Contractor shall, not later than forty-five(45)days following written demand, reimburse City for all costs related to City's repair of damages detennined by mutual contract to be Contractor's responsibility. 11.6 No Cost City Services. The Contractor shall provide City Services at the sole cost of Contractor and shall not bill the City or other person for City Service unless explicitly authorized in this Section. The service level, including, but not limited to,the type of Cart/Container,number of Carts/Containers, frequency of Collection, and Scheduled Collection Days, shall be sufficient to ensure all materials are contained in Carts/Containers. The Contract Administrator reserves the right to request changes in the designated service level after discussion and agreement with Contractor. The list of City Facilities is in Exhibit B. 11.7 Enforcement. Contractor has the right to seek an injunction against any third party which is believed to be infringing upon the rights of Contractor to this Agreement, including Contractor's right to be the sole provider of Waste and Recyclable Materials collection within the City per this Agreement. 11.8 Damage to Property. Contractor shall take all necessary precautions to protect public and private property during performance of this Contract. Contractor shall repair or replace any private or public property which is damages by Contractor. Such property damages shall be resolved by Contractor either by repair or replacement,at no charge to the property owner,within forty-eight(48)hours of the earlier of knowledge of or notice to Contractor of such damage unless a longer period of time is approved in writing by the City Manager and any replacement of property shall be accomplished with property of the same or equivalent value at the time of the damage. If Contractor fails to address the repair and replacement of damaged property within forty-eight (48)hours of earlier of knowledge of or notice to Contractor of such damage or the longer period of time approved in writing by the City Manager,the City Manager may,but shall not be obligated to,repair or replace such damaged property and the cost of doing so shall be deducted from any payment to be made to Contractor by City. Notwithstanding anything to the contrary,Contractor shall not be liable for any damages to pavement, curbing or other driving surface to the extent that such 17 damages result solely from the normal and legally allowable weight of its trucks and equipment on the surfaces as necessary to perform the Services. XII. LIQUIDATED DAMAGES 12.1 In no event will Contractor be liable for Liquidated Damages unless such failure is caused by Contractor. The Contract shall provide that City may charge Liquidated Damages to Contractor in accordance with the Summary of Liquidated Damages monthly in connection with the Contract and shall, at the end of each month during the term of the Contract, notify Contractor in writing of the amount of Liquidated Damages assessed for such month, if any. In the event Contractor wishes to contest any Liquidated Damages assessment, Contractor will be authorized to request in writing a meeting with City Manager or his designee to attempt to resolve the issue. In the event Contractor wishes to contest a decision by City Manager or his designee it shall,within ten(10)days after receiving such notice,request in writing that City Manager or his designee requests a hearing date before City Manager to present its defense to such assessment. City Manager will notify Contractor in writing of any action taken concerning Contractor's claims. 12.2 City may assess liquidated damages to Contractor as follows: 1. Missed collection: $100 per missed collection over five (5) missed collections per day. A missed collection occurs when a customer reports a missed collection,the address was not reported by Contractor as an unacceptable set-out, and Contractor cannot provide data demonstrating collection vehicle traveled on street and collections occurred on street during the day of the complaint. 2. Missed residential unit block: $250 per incident for Contractor failing to pick up material on a block containing residential units. A missed residential unit block is where three(3)residential units on one side of a street between cross streets,or an entire cul-de-sac report a missed collection.A missed residential unit block occurs when the addresses reporting missed collections were not reported by Contractor as unacceptable setouts and Contractor cannot provide data demonstrating the collection vehicle traveled on the block during the day of the complaint. 3. Commencement of residential collection prior to 7:00 a.m.,or operating within City after 7:00 p.m. except as expressly permitted: $250 per route per occurrence 4. Failure to complete a maiority (50%) of the collections on a given day: $5,000 for each incident (unless Contractor has reported to City that collections cannot be made due to unsafe conditions(roadway freezing,etc.). 5. Failure to maintain a vehicle in a manner consistent with the Contract: $100 for each incident 6. Failure to clean up spilled Solid waste,resulting from Contractor loading and/or transporting within two(2)hours of notification: two hundred fifty dollars($250 per impacted address). 7. Failure to resolve properly reported bona fide Customer complaints within one business day: $200 for each incident. 8. Failure to submit an accurate Monthly or Annual report in the specified format, as required by the contract: $250 per report per calendar day delinquent. 9. Failure to leave a public education notice when material that is inappropriately prepared is not collected: $50 each incident. 10. Failure to be prepared to perform services on or after the commencement date: $ 3,000 per day. 11. Failure to deliver or replace recycling carts for any reason within five (5) business days of notification $50 per incident per affected address. 18 XIII. CITY'S OBLIGATIONS City hereby makes the following representations and warranties to,and for the benefit of, Contractor: (a) The City is a home rule municipality duly organized and validly existing under the Constitution and laws of the State of Texas, with full legal right, power, and authority to enter into and perform its obligations under this Contract (b) The City has duly authorized the execution and delivery of this Contract and this Contract constitutes a legal, valid, and binding obligation of City that is enforceable against City according to its terms. (c) To the best of City's knowledge, information, investigation or belief, no action, suit or proceeding, at law or in equity, before or by any court or governmental authority, commission, Council, agency or instrumentality is pending against City wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially adversely affect the performance by Contractor of its obligations hereunder or in connection with the obligations,undertakings, and transactions contemplated hereby, or which, in any way,would adversely affect the validity or enforceability of this Contract or any other contract or instrument entered into by City in connection with the obligations, undertakings,transactions contemplated hereby. (d) To the best of City's knowledge, information, investigation or belief, as of the Effective Date, City has the legal right and authority to grant this exclusive franchise and shall defend, and use reasonable efforts to uphold this Contract, and the City's right to adopt and/or enforce this exclusive franchise if the City's right to adopt and/or enforce this exclusive franchise or enter into this Contract is ever challenged, litigated or disputed during the term of the Contract. The City acknowledges that this is an essential term of the Contract that Contractor is relying upon in entering into the Contract. XIV. CUSTOMER BILLING AND PAYMENTS TO THE CONTRACTOR 14.1 Residential Customer Billing.City shall submit statements to and collect from all Residential Units and Small Commercial Accounts for services provided by Contractor according to this Contrat,including those accounts that are delinquent. (a) On the last business day of the month,City shall provide Contractor with the number of Residential Units for which collection services were provided by Contractor. Contractor shall then submit to City an invoice setting forth sums due by City to Contractor for services rendered to Residential Units under this Agreement. City will remit to Contractor payment for such services within thirty (30)days after receipt of the invoice. (b) City will notify Contractor in writing of any Residential Unit Customer that has failed to pay City for waste collection services, and Contractor, upon written direction from City, shall cease servicing such delinquent Residential Unit until notified by City. City shall indemnify and hold Contractor harmless from any claims, suits, damages, liabilities, or expenses (including but not limited to expenses of the investigation and attorney's fees) resulting from Contractor's discontinuing service at any location at the direction of City. 19 XV. TITLE TO WASTE MATERIAL Title to Waste Materials and Recyclable Materials shall pass to Contractor when placed in Contractor's collection vehicle. Title to and liability for any Unacceptable Waste shall remain with the Customer, Generator or depositor of such waste and shall at no time pass to Contractor or City.The City will provide all reasonable assistance to Contractor to investigate to determine the identity of the depositor or generator of the Unacceptable Materials and to collect the costs incurred by Contractor in connection with such Unacceptable Materials.The City is not responsible for costs associated with Unacceptable Waste,whether such action by the Contractor was inadvertent or not,except to the extent that such Unacceptable Materials were placed for collection by the City in violation of this Agreement. XVI. CONTRACTOR'S PROPERTY All containers, trucks, and any other equipment that Contractor furnishes under this Contract shall remain Contractor's property. XVII. RECORD KEEPING/RIGHT TO INSPECT Contractor shall maintain records generated pursuant to services rendered in accordance with the Contract for a period of at least four(4)years after submission of the last accounting report date on which services were rendered. The City retains the right to examine, inspect, audit, and copy, regardless of location, any and all documents, records, files, data, and information generated or utilized by Contractor in the performance of this Contract. The City may request periodic reports pursuant to services rendered. Such reports must be provided in a reasonable and timely manner, but in no case later than fifteen(15)business days following receipt of the request unless the request specifies a later deadline.City may withhold making payments due to Contractor pursuant to this Contract if any report required to be made pursuant to this Contract has not been delivered to City on or before the fifth(5")day following the date that such report is required to be delivered to City pursuant to this Contract and may continue to be withheld until the second business day after such report is delivered. XVIII.TERMINATION OF CONTRACT 18.1 Termination by Default. If City notifies Contractor of a failure of Contractor to perform a material provision of this Contract and Contractor has failed to cure such failure on or before the thirtieth(30")day following such notice,or if such failure can be cured,but cannot be reasonably cured within said thirty(30) days, then by the date such failure should reasonably be cured, but in no case later than ninety (90) days after delivery of the notice from City, City may terminate this Contract by delivery of written notice to Contractor. Upon such termination under this section 18.1, in the event such termination occurs during the Initial Term,City,as its sole and exclusive remedy,may exercise its rights under Contractor's performance bond, if applicable, and procure the services of another waste collection services provider to complete the work covered under this Contract for the remainder of the time period covered by the Initial Term. Except for such right during the Initial Term, following any such termination, neither Party shall have any further obligation under this Contract, but the Parties expressly reserve all claims for damages resulting from said uncured default and claims for personal injuries or property damage and the right to be indemnified therefor as expressly provided in this Contract and arising prior to such termination date. 18.2 Termination for Insolvency, Bankruptcy,Assignment to Creditors. City may, without further notice, terminate this Contract immediately if Contractor (i) petitions for reorganization under the Bankruptcy Code or is adjudged bankrupt; (ii) becomes insolvent or a receiver is appointed due to insolvency; (iii) makes a general assignment or sale of its assets or business for the benefit of creditors if 20 Contractor ceases providing the collection of Waste Materials pursuant to this Contract and Contractor(if Contractor is a debtor-in-possession) or the trustee of the bankruptcy estate fails to ratify and continue performance of this Contract within the required period set forth in the Bankruptcy Code. 18.3 Termination by Mutual Agreement. In the event City and Contractor mutually agree in writing, this Contract may be terminated on the terms and date stipulated in the writing. 18.4. Termination for Non-Appropriation of Funds. Contractor acknowledges and understands that City is prohibited by law from entering contractual obligations for the expenditure of funds beyond the current fiscal year. City may, upon written notice to Contractor,terminate this Contract on any September 30`''occurring during the Term of this Contract if City fails to appropriate funds in City's Annual Budget for the immediately following fiscal year commencing October I st for the purpose of providing residential solid waste collection services to Residential Customers. This Contract is not, and shall not be construed, as (a) an obligation payable in any fiscal year beyond the fiscal year for which funds are lawfully appropriate; or(b)an obligation creating a pledge of,or a lien on, City's tax or general revenues resulting in the creation of a debt. XIX. AVAILABILITY OF FUNDS If monies are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, this Contract shall be canceled, and Contractor may only be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of services delivered under this Contract or which are otherwise not recoverable. The cost of cancellation may be paid from any appropriations for such purposes. XX. INSURANCE AND PERFORMANCE BOND 20.1 Contractors performing work on City property or public right-of-way for the City of Baytown shall provide the City a certificate of insurance that meets industry standards evidencing the coverages and coverage provisions identified herein. Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractor's policy. Upon reasonable request,the City shall have the right to receive a copy of Contractor's insurance policy, excluding any information deemed proprietary by Contractor. All insurance companies and coverages must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must be acceptable to the City of Baytown. The following guidelines are designed to show the most common minimum insurance requirements for standard contracts and agreements with the City.Non-standard agreements may require additional coverage and/or higher limits. Coverage Amounts required for non-standard agreements to be determined by the department and the City Manager. Contractor shall provide the following minimum types and amounts of insurance for this Contract: General Contracts for Services: Service work,and general maintenance agreements,etc. ❑ Commercial General Liability ❑ Automobile Liability 21 ❑ Workers' Compensation or other alternative program provided by Contractor, in lieu of workers' compensation coverage ❑ Employer's Liability ❑ Payment and Maintenance Bond(if applicable) Standard Minimum Re uired Insurance Covera e Insurance Type Limit Provision City to be listed as additional insured and provided 30-day $1,000,000 Each Occurrence notice of Commercial General $2,000,000 Aggregate cancellation or Liability material change in coverage via blanket form endorsement For Construction Projects: $2,000,000 Each Occurrence $4,000,000 Aggregate Automobile Liability $1,000,000 Combined Single Limit Texas Statutory Requirements, or other Waiver of alternative program provided by subrogation in favor Workers Compensation of City(not CONTRACTOR, in lieu of workers, applicable to this compensation coverage Contract $500,000 injury- each accident Employer's Liability $500,000 disease-each employee $500,000 disease-policy limit Professional Liability(or (Not applicable to equivalent Errors& this Contract) Omissions coverage $1,000,000 Each Occurrence appropriate to the Contractor'sprofession) Builder's Risk(required for (Not applicable to new or existing property 100% Value this Contract) under construction Cyber Liability $1,000,000 Each Occurrence (Not applicable to this Contract 20.2 General Contracts for Services. For the duration of this Agreement,CONTRACTOR shall maintain the following minimum insurance which shall protect CONTRACTOR,its subcontractors,its sub-consultants and CITY from claims for injuries,including accidental death,as well as from claims for property damage which may arise from the performance of work under this Agreement. 22 A. Workers' Compensation and Employer's Liability Insurance: Workers' Compensation Texas Statutory,or another alternative program provided by CONTRACTOR in lieu of workers' compensation coverage Employer's Liability $500,000 injury-each accident $500,000 disease-each employee $500,000 disease-policy limit B. Commercial General Liability: On an"occurrence" basis, including, property damage, bodily injury,products and completed operations and personal&advertising injury with limits no less than$1,000,000 per occurrence and$2,000,000 aggregate. C. Automobile Liability: Covering any auto, or if CONTRACTOR has no owned autos, covering hired and non-owned autos with a Combined Single Limit no less than$1,000,000 per accident for bodily injury and property damage. Insurance limits can be met with a combination of primary and excess/umbrella coverage. The CITY, its officers, officials, and employees are to be covered as "Additional Insured" on the commercial general liability and automobile liability policies, via blanket form endorsement, as respects liability arising out of activities performed by or on behalf of the CONTRACTOR. A waiver of subrogation in favor of the CITY, its officers, officials, and employees shall be contained in the Workers' Compensation insurance policy.In the event workers' compensation coverage is not provided by Contractor,the parties agree this provision shall not apply to this Contract. Policies of insurance shall not be canceled non-renewed,terminated,or materially changed unless and until thirty(30)days' notice has been given to CITY,via blanket form endorsement. All insurance shall be issued by responsible insurance companies eligible to do business in the State of Texas and having an A.M.Best Financial rating of A-VI or better. 20.3 CONTRACTOR shall furnish the CITY certificates of insurance affecting coverage required. The certificates for each insurance policy are to be signed by a person authorized by that insurer to evidence coverage on its behalf. Certificates of Insurance must be submitted on a form approved by the Texas Department of Insurance. Payment and Maintenance Bonds(if applicable): CONTRACTOR shall procure Payment and Maintenance Bonds as applicable and in accordance with Chapter 2253 of the Texas Government Code. 20.4 Defense of Suits.If any action in court is brought against the City,or any officer or agent of the City, for the failure, omission, or neglect of the Contractor to perform any of the covenants, acts, matters, or things under this Contract; or for injury or damage caused by the alleged negligence of the Contractor or his subcontractors or his or their agents, or in connection with any claim based on lawful demands of subcontractors,workmen,material men,or suppliers the Contractor shall indemnify and save harmless the City and its officers and agents, from all losses, damages, costs, expenses,judgments, or decrees arising out of such action. 23 20.5 Upon Contract Execution.Contractor shall furnish to the City a Performance Bond from a reputable banking institution, reasonably acceptable to The City, with a corporate surety to guarantee the faithful performance of the obligations under the Contract in the amount equal to fifty percent (50%) of the estimated annual value of the Contract. The Performance Bond will not suffice for purposes of the Contract until the terms, conditions, and provisions of the Bond are approved by legal counsel for The City. The Contractor shall pay all premiums chargeable for the Performance Bond. The Performance Bond shall be valid and non-cancelable for the Initial Term of the Contract(or shall be annual but renewed each year prior to its expiration)and shall be renewed for the period of any Renewal Term(or shall be annual but renewed each year prior to its expiration). XXI. INDEMNITY CONTRACTOR AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE "CITY") FROM AND AGAINST ANY AND ALL CLAIMS,LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PERFORMED BY CONTRACTOR CAUSED, IN WHOLE OR IN PART, BY THE CONCURRENT NEGLIGENCE OF THE CITY AND CONTRACTOR AND/OR CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF CONTRACTOR. IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO,BOTH CONTRACTOR AND THE CITY,THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY CONTRACTOR TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF THE CITY'S OWN NEGLIGENCE,WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE WITH THAT OF CONTRACTOR OF THE INJURY,DEATH OR DAMAGE AND FROM THE CONSEQUENCES OF CONTRACTOR'S OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS THE SOLE OR CONCURRING CAUSE OF THE INJURY,DEATH,OR DAMAGE. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE INJURY, DEATH, OR DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM (I) THE SOLE NEGLIGENCE OF THE CITY OR(II) THE CONCURRENT NEGLIGENCE OF THE CITY IF CONTRACTOR IS NOT JOINTLY NEGLIGENT. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, CONTRACTOR FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. XXII. MISCELLANEOUS 22.1 Entire Agreement. This Contract,along with the Contract Documents,constitutes the sole and only agreement between the parties and supersedes any prior understandings and/or written or oral agreements between the Parties with respect to this subject matter. 22.2 Assignment. Contractor may not assign this Contract without the prior written consent of the City. In the event of an assignment by Contractor to which the City has consented, the assignee shall agree in writing with the City to personally assume, perform, and be bound by all the covenants, and obligations contained in this Contract. 24 22.3 Successors and Assigns. Subject to the provisions regarding assignment, this Contract shall be binding on and inure to the benefit of the Parties to it and their respective heirs,executors, administrators, legal representatives,successors and assigns. 22.4 Governing Law. The laws of the State of Texas shall govern this Contract;and venue for any action concerning this Contract shall be in the state district courts of Harris County,Texas. The Parties agree to submit to the personal jurisdiction of said Court. 22.5 Amendments. This Contract may be amended by the mutual written agreement of the Parties. 22.6 Severability. In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions,and the Contract shall be construed as if such invalid, illegal,or unenforceable provision had never been contained in it. 22.7 Independent Contractor. All services to be performed by Contractor pursuant to this Contract shall be in the capacity of an independent contractor, and not as an agent or employee of the City. Contractor shall supervise the performance of its services and shall be entitled to control the manner and means by which its services are to be performed,subject to the terms of this Contract. 22.8 Notice. Any notice required or permitted to be delivered hereunder may be sent by first class mail or overnight courier to the address specified below, or to such other address as either party may designate in writing,and shall be deemed received on the date of confirmed delivery by overnight courier as evidenced on the receipt therefor: If intended for City: Attn: City Manager City of Baytown 2401 Market St. Baytown,TX 77520 If intended for Contractor: With Copy to: WASTE CONTRACTOR WASTE CONTRACTOR Attn: Attn: ,Texas ,Texas 22.9 Counterparts. This Contract may be executed by the parties hereto in separate counterparts,each of which when so executed and delivered shall be an original,but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all,but together signed by all of the Parties hereto. 22.10 Compliance with Federal. State & Local Laws. The Parties shall comply in performance of Services under the terms of this Contract with all applicable laws, ordinances and regulations,judicial decrees or administrative orders, ordinances, and codes of federal, state and local governments, including all applicable federal clauses. 22.11 Force Maieure. No Party will be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused,directly or indirectly,by a Disaster 25 Event, riots, civil disorders, acts of terrorism, compliance with laws or governmental orders, inability to access a container,fires,inclement weather,acts of God,or any similar cause beyond the reasonable control of such party,provided that the non-performing party is without fault in causing such default or delay. The non-performing Party agrees to provide written notice of the force majeure to the other party as soon as possible but in no event later than 24 hours after the earlier of the parry's first knowledge of or the first occurrence of the Force Majeure and further agrees to use commercially reasonable efforts to recommence performance as soon as possible. 22.12. Proposal Representations. Contractor expressly acknowledges that City has entered this Contract in express reliance on the truth of the statements and representations set forth in the Proposal (response to RFP) submitted to City by Contractor and agrees that the representations made by Contractor in the Proposal are true and correct as of the Effective Date. 22.13 Confidentiality Regarding Waste Material. Contractor has no confidentiality obligation with respect to any Waste Materials or Recyclable Materials collected pursuant to this Contract. 22.14 No Waiver for Delay.The failure or delay on the part of either Party to exercise any right, power, privilege, or remedy under this Contract shall not constitute a waiver thereof. No modification or waiver by either Party of any provision shall be deemed to have been made unless made in writing.Any waiver by a Party for one or more similar events shall not be construed to apply to any other events whether similar or not. 22.15 Effective Date. The effective date of this Contract is the date upon which it is signed by the authorized representatives of both Parties(the"Effective Date"). 22.16 Non-discrimination. In the provision of services hereunder or the performance of this Contract, Contractor shall not discriminate against any person because of race, sex, age, creed, color, religion, or national origin. 22.17 Compliance with Federal Immigration Laws.Contractor agrees at all times to comply with Federal Immigration laws with respect to employment and to make available during Contractor's regular business hours on request of City, employee documentation verifying an employee's status to be employed by an employer in the United States. Contractor agrees to verify current and future employee's status by utilizing the E-Verify internet-based system as operated by the United States Department of Homeland Security,or I-9 verification. 22.18 Boycott Israel;Boycott Energy Companies; and Prohibition of Discrimination against Firearm Entities and Firearm Trade Associations: A. Contractor verifies that it does not boycott Israel and agrees that during the term of the Contract it will not boycott Israel as that term is defined in Texas Government Code Section 808.001,as amended. B. Contractor verifies that it does not boycott Energy Companies and agrees that during the term of this Contract it will not boycott Energy Companies as that term is defined in Texas Government Code Section 809.001,as amended. C. Contractor verifies that (i) it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association as those terms are defined in Texas Government Code Section 2274.001,as amended;and(ii)it will not discriminate during the term of this Contract against a firearm entity or firearm trade association 26 D. This section does not apply if Contractor is a sole proprietor,a non-profit entity, or a governmental entity;and only applies if(i)Contractor has ten(10)or more fulltime employees and(ii)this Contract has a value of$100,000.00 or more to be paid under the terms of this Contract. AGREED AND SIGNED by the authorized representatives of the Parties hereto on the dates indicated below. Contractor: By: Name: Title: Date: ,2022 City of Baytown,Texas By: Richard L. Davis,City Manager Attest: Date: 12022 Angela Jackson,City Clerk Approved as to Form: Scott Lemond, City Attorney 27 EXHIBIT A BASE RATES Garbage and Recycling 1)MSW Collection two times per week collecting New Contractor-supplied 65 gallon carts. Base garbage rate subject to ten (10) 30 gallon bags per collection day in Contractor provided new 65 gallon carts and bags adjacent to cart. Residents are not restricted to contents of cart only, but total number of bags shall not exceed ten (10) 30 gallon bags. 2)Recyclable Materials Collection once per week in one New Contractor supplied 65 gallon cart-all recyclables adjacent to cart will be collected as well as materials within the cart. in the cart. 3) Weekly collection of up to 4 yards of Bulky waste,to be collected on second collection day each week. Total Price per home per month $24.10 Rate per month for each Additional 65 gallon Garbage Cart $8.00 Rate per month for each Additional 65 gallon Recycling Cart $6.00 Fee for New Replacement Cart $70.00 Rates for Collection of Unusual Accumulations Rate per hour for Vehicle(any type)and Crew* $300 Disposal fee per yard collected $50 *fee to be determined by estimated time servicing the home,not portal-to-portal for each home Maximum percentage of contamination allowed per load of recyclables: 15% Small Commercial Twice per week in 65 gallon carts $22.00 Trash only Twice per week in 65 gallon carts $24.00 Trash&Recycle Rate for each Additional 65 gallon Garbage Cart $10.00 Rate for each Additional 65 gallon Recycling Cart $8.00 28 EXHIBIT B City Facilities at No Charge Service Name Service Address QTY Size Weekly Freq City Of Baytown 2101 Market Street 1 8 2 City Of Baytown 1724 Market Street 1 2 1 City Of Baytown 1724 Market Street 2 Carts 1 City of Baytown 7425 Thompson Road 1 3 1 City of Baytown 7425 Thompson Road 1 4 1 City Of Baytown 1530 Evergreen Rd 2 6 1 5 days per week May 23- City Of Baytown 5300 East Road 2 8 September 7th City Of Baytown 123 W Defee Ave Ste 8 1 8 2 Animal Control 705 N Robert Lanier Blvd 1 6 2 BAWA East 5359 E Grand Parkway S 1 4 1 Calypso Cove 2428 W Main 1 8 2 City Hall 2401 Market 2 8 2 City Hall 2401 Market 6 Carts Community CTR 2407 Market 2 6 2 EMS 109 S Main 1 4 2 Fire Administration 201 WYE Dr 1 4 2 Fire Department 3300 N Main St 1 6 1 Fire Department 201 WYE Dr 4 Carts 1 Fire Dept 4723 Garth 1 4 2 Fire St 2 2320 Market 1 4 2 Fire St 3 3311 Massey Tompkins 1 4 2 Fire St 4 910 E Fayle 1 4 2 Fire Station 7215 Eastpoint Blvd 1 4 2 Fire Station 5 7722 Bayway Dr 1 4 1 29 Fire Training 7022 Bayway Dr 1 6 2 Health Dept 2200 W De Fee St 1 4 2 Health Dept 2200 W De Fee St 1 Cart 1 Mary Elizabeth Wilbanks Library Ave 1 6 2 Municipal SVC 2123 Market St 1 8 2 Municipal SVC 2123 Market St 1 4 2 Municipal Svc 2123 Market 6 Carts Parks and Recreation 1210 Park 2 8 3 Parks and Recreation 1210 Park 1 6 3 Police Academy 201 WYE Dr 1 4 1 Police/Court 3200 N Main 2 8 3 Police/Court 3200 N Main 3 Cart 1 Police Dept SU 307 S Main St 1 4 2 Public Works 2123 Market St 1 8 1 Public Works 2123 Market St 1 Cart 1 Radio Shop 3530 Market St 1 3 1 Parks and Recreation 2407 Market St 1 Cart 1 Sports Complex 5117 N Main 2 8 2 Tax/Utility 2505 Market 1 4 2 Wayne Gray 5200 East Rd 4 8 6 Wayne Gray 5200 East Rd 1 4 1 911 Center 7800 N Main St 1 8 2 30