16-67 - R TOWN OF PROSPER, TEXAS RESOLUTION NO. 16-67
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER,
TEXAS, HEREBY ENTERING INTO AN EXCLUSIVE FRANCHISE
AGREEMENT WITH PROGRESSIVE WASTE SOLUTIONS OF TX, INC., DBA
WC OF TEXAS, FOR THE COLLECTION, HAULING, RECYCLING AND
DISPOSAL OF MUNICIPAL SOLID WASTE, CONSTRUCTION AND
DEMOLITION WASTE AND RECYCLABLE MATERIALS IN THE TOWN OF
PROSPER, TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE
THE SAME.
WHEREAS, the Town of Prosper ("Town") requested proposals from qualified service
providers for the collection, hauling, recycling, and disposal of municipal solid waste,
construction and demolition waste, and recyclable materials in the Town; and
WHEREAS, after review of responses by Town staff, on or about August 9, 2016, the
Town Council authorized Town staff to negotiate an exclusive franchise agreement with
Progressive Waste Solutions of TX, Inc., dba WC of Texas, for the collection, hauling, recycling,
and disposal of municipal solid waste, construction and demolition waste, and recyclable
materials in the Town; and
WHEREAS, the exclusive franchise agreement will become effective on February 1,
2017, with an initial term of two (2)years with four(4)optional two-year renewals.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
PROSPER, TEXAS, THAT:
SECTION 1
All of the above premises are hereby found to be true and correct legislative and factual
findings of the Town of Prosper, Texas, and they are hereby approved and incorporated into the
body of this Resolution as if copied in their entirety.
SECTION 2
The Town of Prosper, Texas, hereby grants to Progressive Waste Solutions of TX, Inc.,
dba WC of Texas, an Exclusive Franchise Agreement for the Collection, Hauling, Recycling and
Disposal of Municipal Solid Waste, Construction and Demolition Waste, and Recyclable
Materials in the Town of Prosper, Texas ("Agreement"), effective February 1, 2017, said
Agreement incorporated by reference and attached hereto.
SECTION 3
The Town Manager of the Town of Prosper, Texas, is hereby authorized to execute, on
behalf of the Town Council of the Town of Prosper, Texas, the Agreement attached hereto.
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DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF
PROSPER, TE ►%11"1?TjH DAY OF OCTOBER, 2016.
%- Nt•
Ray Smith, Mayor
ATT
Iyn Battl r
APPROVED AS TO FORM AND LEGALITY:
Terrence S. Welch,Town Attorney
Resolution No.16-67,Page 2
EXCLUSIVE FRANCHISE AGREEMENT
FOR THE COLLECTION, HAULING, RECYCLING AND DISPOSAL OF MUNICIPAL SOLID
WASTE, CONSTRUCTION AND DEMOLITION WASTE,AND RECYCLABLE MATERIALS
IN THE TOWN OF PROSPER, TEXAS
STATE OF TEXAS )
COUNTY OF COLLIN )
THIS EXCLUSIVE FRANCHISE AGREEMENT FOR THE COLLECTION,
HAULING, RECYCLING AND DISPOSAL OF MUNICIPAL SOLID WASTE,
CONSTRUCTION AND DEMOLITION WASTE, AND RECYCLABLE MATERIALS IN
THE TOWN OF PROSPER, TEXAS ("Agreement") is made and entered into as of
February 1, 2017, by and between Progressive Waste Solutions of TX, Inc., d/b/a WC of
Texas, a Texas corporation (the "Service Provider"), and the Town of Prosper, Texas
(the "Town").
WHEREAS, the Town, subject to the terms and conditions set forth herein, and
the ordinances and regulations of the Town, desires to grant to the Service Provider the
exclusive franchise, license, and privilege to collect, haul and recycle, or dispose of
Municipal Solid Waste, Construction and Demolition Waste, and Recyclable Materials
(as such terms are defined herein) within the Town's corporate limits.
NOW, THEREFORE, in consideration of the premises and the mutual
promises, covenants and agreements set forth herein, the Service Provider and the
Town hereby agree as follows:
SECTION 1 . DEFINED TERMS
The following terms, as used herein, will be defined as follows:
Bulky Item: Any item not measuring in excess of either forty-eight inches (48") in
length, or fifty (50) pounds in weight, including but not limited to refrigerators, stoves,
washing machines, water tanks, chairs, couches, and other similar household items.
Bundles: Items not measuring in excess of either forty-eight inches (48") in length, or
fifty (50) pounds in weight, and which are securely fastened together, including but not
limited to brush, newspapers, and tree trimmings.
Business Day: Any day that is not a Saturday, a Sunday, or other day on which banks
are required or authorized by law to be closed in the Town.
Commercial Cart Collect Unit: A small, Commercial Unit that utilizes Poly-Carts for the
collection of its Municipal Solid Waste, and generates no more than three (3) cubic yards
of Municipal Solid Waste per week.
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Commercial Unit: Any non-manufacturing commercial facility that generates and
accumulates Municipal Solid Waste, Construction and Demolition Waste, or Recyclable
Materials during or as a result of its business, including but not limited to restaurants,
stores, and warehouses.
Construction and Demolition Waste: Solid Waste resulting from construction or
demolition activities, or that is directly or indirectly the by-product of such activities,
including but not limited to cartons, concrete, excelsior, gypsum board, metal, paper,
plastic, rubber, and wood products. Construction and Demolition Waste does not
include Hazardous Waste, Municipal Solid Waste, Recyclable Materials, or Bulky Items.
Container: Any receptacle, including but not limited to dumpsters, Roll-Offs and Poly-
Carts provided to the Town by the Service Provider, and utilized by a Commercial,
Industrial or Residential Unit for collecting Municipal Solid Waste, Construction and
Demolition Waste, or Recyclable Materials. Containers are designed to hold between
thirty (30) gallons and forty (40) cubic yards of Solid Waste.
Hazardous Waste: Waste identified or listed as a hazardous waste by the administrator of
the United States Environmental Protection Agency (EPA) under the federal Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act
of 1976, as amended, or so classified by any federal or State of Texas statute, rule,
order, or regulation.
Handicapped Residential Unit: Any residential dwelling that is inhabited by persons,
all of whom are physically handicapped to the extent that they are unable to place
Municipal Solid Waste or Recyclable Materials at the curbside, and that generates and
accumulates Municipal Solid Waste and Recyclable Materials. The identities of the
members of a Handicapped Residential Unit shall be certified by the Town, and agreed
to by the Service Provider.
Holidays: The following days shall be holidays for purposes of this Agreement:
1) New Year's Day (January 1st)
2) Memorial Day
3) Independence Day(July4th)
4) Labor Day
5) Thanksgiving Day
6) Christmas Day (December 25th)
Industrial Unit: Any manufacturing, mining, or agricultural facility that generates and
accumulates Municipal Solid Waste, Construction and Demolition Waste, or Recyclable
Materials during, or as a result of, its operations.
Landfill: Any facility or area of land receiving Municipal Solid Waste or Construction and
Demolition Waste, and operating under the regulation and authority of the Texas
Commission on Environmental Quality ("TCEQ") within the State of Texas, or the
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appropriate governing agency for landfills located outside the State of Texas.
Multi-Familv Residential Unit: Any residential dwelling that is designed for, and
inhabited by multiple family units, and that generates and accumulates Municipal Solid
Waste and Recyclable Materials.
Municipal Solid Waste: Solid Waste resulting from, or incidental to municipal,
community, commercial, institutional, or recreational activities, or manufacturing, mining,
or agricultural operations. Municipal Solid Waste does not include Construction and
Demolition Waste, or Hazardous Waste.
Recyclable Materials: The following are acceptable Recyclable Materials for
purposes of this Agreement:
1) newspapers, magazines, catalogs, and other paper items such as mail,
paper bags, or other paper;
2) glass bottles and jars (excluding mirrors, windows, ceramics, and other
glass products);
3) metal cans composed of tin, steel, or aluminum (excluding scrap metal);
4) Plastic containers including all varieties of the types designated as #1,
#2, #3, #4, #5, and #7; and
5) cardboard and boxboard (thin cardboard such as cereal boxes, shoe
boxes, and soda cartons).
Recvclinq Container: A Container with ninety (95) gallons of capacity, and provided by
the Service Provider for the collection of Recyclable Materials.
Residential Unit: Any residential dwelling that is either a Single-Family Residential
Unit, or a Multi-Family Residential Unit.
Roll-Off: A Container with twenty (20) cubic yards to forty (40) cubic yards of
capacity.
Poly-Ca A Container with ninety-five (95) gallons of capacity.
Single-Family Residential Knit: Any residential dwelling that is designed for, and
inhabited by a single person or family unit, and that generates and accumulates
Municipal Solid Waste and Recyclable Materials.
Solid Waste: As defined by the EPA under 40 C.F.R. § 261.2(a)(1), or by the State
of Texas under the Solid Waste Disposal Act [Texas Health & Safety Code
§ 361.003(34), as amended] whether such waste is mixed with or constitutes
Recyclable Materials.
White Good: Any item not measuring in excess of either three (3) cubic feet in size, or
fifty (50) pounds in weight, and that is manufactured primarily from metal, including but
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not limited to a bathtub, heater, hot water heater, refrigerator, sink, or washer and dryer.
SECTION 2. GRANT OF EXCLUSIVE FRANCHISE
The Town hereby grants to the Service Provider, in accordance with the Town's
ordinances and regulations governing the collection, hauling, recycling and disposal of
Municipal Solid Waste, Construction and Demolition Waste, and Recyclable Materials,
an exclusive franchise, license, and privilege to collect, haul, and recycle or dispose of
Municipal Solid Waste, Construction and Demolition Waste, and Recyclable Materials
over, upon, along, and across the Town's present and future streets, alleys, bridges and
public properties; provided, however, the franchise granted herein does not apply to
Construction and Demolition Waste removed in accordance with Section 7.D., hereof. In
order to maintain the franchise in favor of the Service Provider contained herein, the
Town agrees to take reasonable action against any company, customer, or third party
infringing upon the rights of the Service Provider. The Town hereby grants subrogation
rights to the Service Provider who may take any and all appropriate legal action against
any third party infringing on the Service Provider's franchise rights, and the Service
Provider shall be entitled to any and all actual and consequential damages.
SECTION 3. OPERATIONS
A. Scope of Operations. It is expressly understood and agreed that the Service
Provider will collect, haul, and recycle or dispose of all Municipal Solid Waste,
Construction and Demolition Waste, and Recyclable Materials, as provided
herein, all within the Town's corporate limits, including any territories annexed by
the Town during the term of this Agreement (the "Services"), meeting the following
conditions:
1) generated and accumulated by Commercial, Industrial, and Residential
Units; and
2) placed within Containers by those Commercial, Industrial, and Residential
Units receiving the services of the Service Provider (or otherwise
generated and accumulated in the manner herein provided by those
Commercial Units, Industrial Units, and Residential Units).
B„ Mature of Operations. The Town hereby grants to the Service Provider, in
accordance with the Town's ordinances and regulations governing the collection,
hauling, and recycling or disposal of Municipal Solid Waste, Construction and
Demolition Waste, and Recyclable Materials, the title to all Municipal Solid
Waste, Construction and Demolition Waste, and Recyclable Materials collected,
hauled, and recycled or disposed of by the Service Provider over, upon, along,
and across the Town's present and future streets, alleys, bridges, and
public properties. All title to and liability for materials excluded from this
Agreement shall remain with the generator of such materials.
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SECTION 4. SINGLE FAMILY RESIDENTIAL UNIT COLLECTIONS
A. Sinqle-Familv Residential Units: The Service Provider will collect Municipal Solid
Waste and Recyclable Materials from Single-Family Residential Units once per
week; provided that:
1) such Municipal Solid Waste and Recyclable Materials are placed in
Containers provided by the Service Provider; and
2) such Containers are placed within five feet (5) of the curbside or right of
way adjacent to the Single-Family Residential Unit, no later than 7:00 a.m.
on the scheduled collection day.
B. Excess or Misplaced Municipal Solid Waste: The Service Provider shall only be
responsible for collecting, hauling, and recycling or disposing of Municipal Solid
Waste and Recyclable Materials placed inside the Containers provided by the
Service Provider. Municipal Solid Waste and Recyclable Materials in excess of
the Containers' limits, or placed outside or adjacent to the Containers, will not be
collected by the Service Provider. However, such excess or misplaced Municipal
Solid Waste and Recyclable Materials may be collected on occasion, and within
reason, due to Holidays or other extraordinary circumstances, as determined by
the Service Provider, in its sole discretion. If the excess or misplaced Municipal
Solid Waste and/or Recyclable Materials continue, the Town shall require the
Single-Family Residential Unit to utilize an additional Container, so that the
excess or misplaced Municipal Solid Waste and/or Recyclable Materials will be
regularly contained. The Service Provider shall be compensated for these
additional Services as provided for in Section 10.A., herein.
C. Handicapped Residential Units: Notwithstanding anything to the contrary
contained herein, the Service Provider agrees to assist Handicapped Residential
Units with house-side collection of their Containers; provided that the Service
Provider receives prior written notice from the Handicapped Residential Unit of
such special need. The Town shall be solely responsible for all other
modifications and accommodations required by the Americans with Disabilities
Act, or any other applicable law or regulation in connection with the services
provide hereunder to Single-Family Residential Units.
SECTION 5. COMMERCIAL CART COLLECT UNIT COLLECTIONS
A. Commercial Cart Collect Units. The Service Provider will collect Municipal Solid
Waste and Recyclable Materials from Commercial Cart Collect Units once per
week; provided, that
1) such Municipal Solid Waste and Recyclable Materials are placed in
Containers provided by the Service Provider; and
2) such Containers are placed within five (5) feet of the curbside or right of
way adjacent to the Commercial Cart Collect Unit no later than 7:00 a.m. on
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the scheduled collection day.
B. Excess or Misplaced Municipal Solid Waste. The Service Provider shall only be
responsible for collecting, hauling and recycling or disposing of Municipal Solid
Waste and Recyclable Materials placed inside the Containers provided by the
Service Provider. Municipal Solid Waste and Recyclable Materials in excess of
the Containers' limits, or placed outside or adjacent to the Containers, will not be
collected by the Service Provider. If the excess or misplaced Municipal Solid
Waste and/or Recyclable Materials continue, the Town shall require the
Commercial Cart Collection Unit to utilize an additional Container so that the
excess or misplaced Municipal Solid Waste and/or Recyclable Materials will be
regularly contained. The Service Provider shall be compensated for these
additional Services as provided for in Section 10.B., herein. Commercial Units
generating Municipal Solid Waste in excess of three (3) cubic yards per week will
be required to utilize the Service Provider's Commercial services contained in
Section 6, herein.
SECTION 6. COMMERCIAL, INDUSTRIAL, AND MULTI-FAMILY
RESIDENTIAL UNIT COLLECTIONS; COLLECTION ROUTES
A. The Service Provider will collect Municipal Solid Waste and Recyclable Materials
from Commercial, Industrial, and Multi-Family Residential Units, as provided for in
Section 10.C., herein. The Service Provider shall only be responsible for
collecting, hauling, and recycling or disposing of Municipal Solid Waste and
Recyclable Materials placed inside the Containers provided by the Service
Provider. However, the Service Provider shall be obligated to offer and provide
sufficient service to Commercial, Industrial, and Multi-Family Residential Units, and
to increase or decrease, as necessary, the frequency of collection and the size or
number of Containers, so that Commercial, Industrial, or Multi-Family Units'
Municipal Solid Waste and Recyclable Materials will be regularly contained. The
Service Provider shall be compensated for these additional Services as provided
for in Section 10.C., herein. The parties acknowledge and agree that the Service
Provider shall not be responsible for damage to any private pavement or
accompanying sub-surface of any route reasonably necessary to perform the
Services herein contracted, and that the Commercial, Industrial, or Multi-Family
Residential Unit assumes all liabilities for damage to pavement or road surface.
The Service Provider shall provide recycling services to the Commercial, Industrial,
and Multi-Family Residential Units that choose to participate in the Town's
recycling program, and are located in downtown Prosper adjacent to residential
collection routes. The Service Provider shall comply with the Town ordinance
requiring enclosure doors to be shut at all times, such that the Service Provider's
representative providing the Services to any Commercial, Industrial, or Multi-Family
Residential Unit will shut enclosure doors prior to leaving any such property.
B. The Service Provider shall utilize appropriate collection trucks and equipment for
those routes identified by the Town and the Service Provider as likely to be
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damaged by the use of heavy solid waste collection equipment (e.g., on asphalt
paved streets, alleys and other roadways).
SECTION 7. SPECIAL COLLECTIONS AND SERVICES
A. Municipal Locations. The Service Provider shall provide, at no cost to the Town,
Containers to collect Municipal Solid Waste and Recyclable Materials at the
following municipal locations within the Town, once per week:
Faciiq Address #Trash Carts #Recyclable Carts
Town Hall 121 W.Broadway St. 3 3
Town Hall Annex 151 S. blain St. 2 2
Munici I Court/Police 110 W. BroaLdway 4 3
Dev& Comm Srvs 409 E. First St. 5 9
Economic Dev Corp 170 N. Preston Rd.#50 1 1
The Service Provider shall also provide, at no cost to the Town, Dumpsters/Roll-
Off Containers at the following municipal locations within the Town, at the stated
frequencies:
Facility Address #Containers Size a Fre ueney
Fire Station No. 1 1500 E. First St. 1 6yd/Front Load 1 X per week.
Fire Station No.2 1150,S.Teel 1 6yd/Front Load 1 X r week
Frontier Park 1551 W. Frontier P"y' 1 8 vd/Front Load 1 X r week
Cockrell Park 3980 E. Prosp2r Tr. 1 30yd/Roll-Off 6 X per year
Public Works 601 E.Fifth St. 1 8 ydVFront Load 1 X per week
Public Works 601 E. Fifth St. 1 30 d/Roll 8 X p2ryear
New Torn Hall TBD 1 TBD 1 X M. k
Additionally, the Service Provider shall provide, at no cost to the Town, up to (15)
temporary Roll-Off Containers (up to 30 yds.) per year, to be used at the Town's
discretion (e.g., storm clean-up, special projects, code enforcements issues, etc.);
and a reasonable number of Containers to collect Municipal Solid Waste and
Recyclable Materials from any future facilities owned and operated by the Town.
B. Clean-Up Events. In addition, during each year of this Agreement, the Service
Provider and Town will partner to hold the "Annual Spring Clean-Up Event" during
the month of March. Services should include, but not be limited to:
1) Solid Waste and Recyclable Collection;
2) Bulk Collection;
3) Electronic Recycling/Waste;
4) Paper Shredding; and
5) other related services as identified by the Town.
The Service Provider shall provide, at no cost to the Town, an aggregate
maximum of twenty (20) thirty-yard Roll-Off Containers, advertisement, brochures,
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signage, etc., and the proper equipment and/or personnel for this event; provided
that the Town coordinates the event with the Service Provider. For any additional
Roll-Off Containers requested by the Town for this event, the Service Provider
shall charge the Town, in accordance with Section 10.F., herein.
C. Roll-Off Services. The Service Provider shall be the exclusive provider of Roll-Off
Containers within the Town. The Service Provider shall provide Roll-Off Service
to any persons or entities located within the Town's limits, and requesting such
service. Roll-Off Services shall be in accordance with the terms and conditions
agreed to by the Service Provider and the requesting party; provided that the Roll-
Off Services do not conflict with any Town ordinance or policy. At a minimum, the
Roll-Off Services provided by the Service Provider shall consist of:
1) the delivery and placement of the Roll-Off;
2) the collection and hauling of the Roll-Off; and
3) the disposal of the Solid Waste placed in the Roll-Off (the "Roll-Off
Services").
The Service Provider shall be compensated for the Roll-Off Services, in
accordance with the rates listed in Section 10.F., hereof.
D. Contractor Removal of Construction and Demolition Waste. Notwithstanding the
above Section 7.C., it is understood and agreed that a construction contractor
may haul and dispose of Construction and Demolition Waste from a construction
or remodel job located within the Town's corporate limits that it was hired to
perform; provided that the construction contractor uses its own equipment for the
storage, hauling, and disposal of such Construction and Demolition Waste.
Nothing in this Section 7.D. shall allow a third-party to hire or subcontract for Roll-
Off Services in violation of Section 7.C., herein.
E. Town Educational Literature. Each calendar quarter, the Service Provider shall
provide the Town with an electronic copy of educational literature that will include
items such as holiday schedules, route or service changes, community events,
general service tips/guidelines, recycling education, new programs, service
updates, and any other pertinent information regarding the details of services
provided to the Town. This educational literature will be provided for its
dissemination to Town businesses and residents. The Service Provider shall not
be responsible for any further distribution of such educational literature.
SECTION 8. BULKY ITEMS AND BUNDLES
A. Pre-Arranged, Collections. The Service Provider shall collect Bulky Items and
Bundles from Single-Family Residential Units, on the scheduled collection day
each month; provided that:
1) the Single-Family Residential Units requiring such collections notify the
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Service Provider no later than 4:00 p.m. of the Friday prior to the
scheduled collection day;
2) the Bulky Items or Bundles:
a) are placed at the curbside no later than 7:00 a.m. on the scheduled
collection day;
b) are reasonably contained; and
c) do not exceed two (2) cubic yards in total volume, or have any
individual item exceeding fifty (50) pounds in weight.
The Service Provider shall only be responsible for collecting, hauling, and
recycling or disposing of Bulky Items and Bundles, at the rate contained in
Section 10.A., herein, from those Single-Family Residential Units that have
complied with Section 1 of this Agreement and this Section 8.A.
In the event a Single-Family Residential Unit places a Bulky Item and/or Bundle
out for collection in excess of two (2) cubic yards in total volume, on the regularly
scheduled Bulky Item/Bundle collection day, the Service Provider shall collect
such excess Bulky Items and Bundles for an additional charge, in accordance
with the rates contained in Section 10.E., herein. Additionally, Single-Family
Residential Units may schedule an additional collection(s) of Bulky Items and/or
Bundles with the Service Provider on dates other than the regularly scheduled
Bulky Item/Bundle collection day, for an additional charge, in accordance with the
rates contained in Section 10.E., herein. White Goods containing refrigerants will
not be collected by the Service Provider, unless such White Goods have been
certified in writing by a professional technician to have had all such refrigerants
removed.
B. Neqotiated Collections. It is understood and agreed that the service provided
under Section 8.A. does not include the collection of Bulky Items and Bundles
comprised of Construction and Demolition Waste, White Goods, or any materials
resulting from remodeling, general property clean-up, or clearing of property, for
the preparation of construction. However, the Service Provider may negotiate an
agreement, on an individual basis, with the owner or occupant of a Single-Family
Residential Unit regarding the collection of such items, by utilizing the Service
Provider's Roll-Off Services.
SECTION 9. TITLE TO EQUIPMENT
Notwithstanding anything to the contrary contained herein, it is expressly understood and
agreed that all equipment, including, but not limited to Containers provided by the
Service Provider in connection with the Services, shall at all times remain the property of
the Service Provider. On an annual basis, the Service Provider shall conduct a
Container audit of both Poly-Carts and Recycling Containers, and submit the results of
such audit to the Town for review.
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SECTION 10. RATES AND FEES
Subject to adjustment, as provided in Section 11, herein, the rates and fees to be charged
and received by the Service Provider are as follows:
A. Single-Family Residential Unit Services. For the Services provided to Single-
Family Residential Units under Section 4.A., herein, the Service Provider shall
charge the following fees for all Single-Family Residential Units that are located
within the corporate limits of the Town, and billed by the Town for utility services:
1) $7.95 per month for each Single-Family Residential Unit utilizing one Solid
Waste Poly-Cart;
2) $2.61 per month for each Single-Family Residential Unit utilizing one (1)
Recycling Container;
3) $4.41 per month for each additional Solid Waste Poly-Cart utilized by such
Single-Family Residential Unit; and
4) $1.12 per month for each additional Recycling Container utilized by such
Single-Family Unit.
B. Commercial Cart Collect Unit Services. For the Services provided to Commercial
Cart Collect Units under Section 5.A., herein, the Service Provider shall charge the
following fees for all Commercial Cart Collect Units that are located within the
corporate limits of the Town:
1) $17.50 per month for each Commercial Cart Collect Unit utilizing one (1)
Solid Waste Poly-Cart;
2) $23.28 per month for each Commercial Cart Collect Unit utilizing two (2)
Solid Waste Poly-Carts;
3) $2.61 per month for each Commercial Cart Collect Unit utilizing one (1)
Recycling Container;
4) $11.67 per month for each additional Solid Waste Poly-Cart utilized by such
Commercial Collect Unit; and
5) $1.12 per month for each additional Recycling Container utilized by such
Commercial Cart Collect Unit.
C. Commercial. Industrial_ and Multi-Familv Residential Unit Municipal Solid Waste
Services,
1) For the Services provided to Commercial, Industrial, and Multi-Family
Residential Units under Section 6., herein, the Service Provider shall charge
per month for each Non-Compacted Container utilized for the collection of
Municipal Solid Waste the following rates:
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Container OneTwo Three Four Five Six
Size Collection Collections Collections Collections ',Collections Collections
er Week ner Week Der Week ner Week ner Week Der Week
3 Yards $60.67 $106.18 N/A N/A N/A N/A
4 Yards $72.35 $112.01 N/A N/A N/A N/A
6 Yards $89.84 $157.53 $225.05 $379.31 $474.14 $568.96
8 Yards $115.53 $192.54 $308.06 $505.74 $632.18 $758.62
10 Yards $144.41 $232.21 $389.70 $632.18 1 $790.23 $948.27
For any collection that the Service Provider is required to make in excess of the
above weekly figures, the Service Provider shall charge the following additional
rates per additional collection, per Container:
Size of Each
Container Additional
3 Yards $30.00
4 Yards $35.00
6 Yards $40.00
8 Yards $45.00
2) For the Services provided to Commercial, Industrial, and Multi-Family
Residential Units under Section 6., herein, the Service Provider shall charge
per month for each Compactor Container utilized for the collection of
Municipal Solid Waste the following rates:
Size Rate/Pick-Up
2 Yard $82.20 Equates to 8 yd 1 x wk
4 Yard $119.40 Equates to 8 yd 2 x wk
6 Yard $156.60 Equates to 8 yd 3 x wk
8 Yard $193.80 Equates to 8yd 4 x wk
20 Yard $360.00 Haul Rate Includes 4 Tons - Each Additional = $33/Ton
30 Yard $360.00 Haul Rate Includes 4 Tons - Each Additional = $33/Ton
32 Yard $360.00 Haul Rate Includes 4 Tons - Each Additional= $33/Ton
42 Yard $360.00 Haul Rate Includes 4 Tons - Each Additional= $33/Ton
The foregoing rates apply to all Commercial, Industrial, and Multi-Family
Residential Units that are located within the Town's corporate limits, and billed by
the Town for utility services.
D. Commercial, Industrial and Multi-Familv Residential Unit Recvclinci Services. For
the Recycling Services provided to Commercial, Industrial, and Multi-Family
Residential Units under Sections 5. and 6., herein, the Service Provider shall
charge the following fees:
1) $2.61 per month for each Commercial, Industrial, or Multi-Family Residential
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Unit utilizing one (1) Recycling Container;
2) $1.12 per month for each additional Recycling Container utilized by such
Commercial, Industrial, or Multi-Family Residential Unit.
Rates shall only apply to such Commercial, Industrial, and Multi-Family Residential
Units who have chosen to participate in the Town's recycling program.
E. Additional Bulkv Item/Bundle Services. For the additional Bulky Item and/or
Bundles Services provided to Single-Family Residential Units under Section 8.A.,
herein, the Service Provider shall charge the following fees:
1) For each collection of excess Bulky Items and/or Bundles from a Single-
Family Residential Unit on the Service Provider's regularly scheduled Bulky
Item/Bundle collection day, the Service Provider shall charge $25.00 per
cubic yard for each cubic yard of Bulky Items and/or Bundles collected, in
excess of two (2) cubic yards from such Single-Family Residential Unit.
2) For each collection of excess Bulky Items and/or Bundles from a Single-
Family Residential Unit not on the Service Provider's regularly scheduled
Bulky Item/Bundle collection day, the Service Provider shall charge $95.00,
plus $100.00 per cubic yard for each cubic yard of Bulky Items and/or
Bundles collected from such Single-Family Residential Unit.
*The cubic yardage calculation will be based on an estimate provided by a
supervisor employed by the Service Provider.
F. Roll-Off Services. Subject to adjustment by the Service Provider in its sole
discretion, for the Services provided under Sections 7.C., 8.B., and 12, herein, the
Service Provider shall charge for each Roll-Off utilized the following fees:
1) $65.00 Delivery Fee
2) $3.00 per day Rental Fee
3) $345.00 Haul Fee (includes up to 4 tons)
4) $ 33.00 per each additional ton in excess of 4 tons
The Service Provider will enter into agreements with each Commercial, Industrial,
or Residential Unit, on an individual basis, regarding the Roll-Off Services to be
provided. The Roll-Off Services will be billed directly to such Commercial, Industrial,
or Residential Unit, and will be collected by the Service Provider. The Roll-Offs
provided pursuant to this Section 10.F. must be located within the Town in
accordance with Town ordinances and policies.
SECTION 11. BATE ADJUSTMENT'
A. CPI-U Adjustment. Beginning on February 1, 2019, and on each February 1
thereafter, the Service Provider shall have the right, in its sole discretion and upon
giving sixty(60) days prior notice to the Town, to increase or decrease the rates set
12
forth in Section 10, herein (the "Initial Rates") in accordance with the CPI-U. As
used herein, "CPI-U" shall mean the revised Consumer Price Index rate for all urban
consumers {all items included) for the nearest available metropolitan area, based
on the latest available figures from the Department of Labor's Bureau of Labor
Statistics(the"Bureau"). The CPI-U used will be the CPI-U published by the Bureau
during the month ninety (90) days preceding the adjustment under this Section
11.A. The amount of the increase or decrease under this Section 11.A. shall be
equal to seventy-five percent (75%) of what the CPI-U has increased or decreased
over the previous twelve (12) month period.
B. 01 eratin Cost. Ad`ustment. In addition to the rate adjustments provided for in
Section 11.A., at any time during the term of this Agreement, the Service Provider
may petition the Town for additional rate and price adjustments at reasonable times
on the basis of material or unusual changes in its cost of operations not otherwise
the basis of any other rate adjustments herein. At the time of any such petition, the
Service Provider shall provide the Town with documents and records in reasonable
form and sufficient detail to reasonably establish the necessity of any requested
rate adjustment. The Town shall not unreasonably withhold, condition or delay its
consent to any requested rate increase. In the event the Town fails or refuses to
consent to any such requested rate increase and the Service Provider can
demonstrate that such rate increase is necessary to offset the Service Provider's
increased costs in connection with performing the services under this Agreement
not otherwise offset by any previous rate adjustments hereunder, the Service
Provider may, in its sole discretion, terminate this Agreement upon ninety(90)days
written notice to the Town.
C. Landfill Cost Adjustment. The parties acknowledge that the Municipal Solid Waste
and Construction and Demolition Waste covered by this Agreement will be
disposed of by the Service Provider at a Landfill(s) chosen by the Service Provider
in its sole discretion (the "Initial Landfills "). In the event that the Service Provider
is unable to use the Initial Landfill(s) due to reasons out of its control, the Service
Provider (i) shall have the right, in its sole discretion, to dispose of the Municipal
Solid Waste and Construction and Demolition Waste covered by this Agreement at
another Landfill of its choosing, and (ii) shall have the right, upon giving prior notice
to the Town, to increase the Initial Rates by an amount equal to the sum of (x) the
amount, if any. that the disposal fees charged to the Service Provider at such other
Landfill exceed those previously charged to the Service Provider at the Initial
Landfill(s), and (y) the amount, if any, that the transportation costs incurred by the
Service Provider in connection with transporting the Municipal Solid Waste and
Construction and Demolition Waste to such other Landfill exceed those that would
have been incurred by the Service Provider if such Municipal Solid Waste and
Construction and Demolition Waste was transported to the Initial Landfill(s).
D. Governmental Fees. The parties acknowledge that the rates herein include all
applicable fees, taxes or similar assessments incurred under federal, state and
local laws, rules and ordinances (excluding sales taxes and taxes imposed on
13
income) (the "Fees"). The parties acknowledge and understand that the Fees may
vary from time to time, and, in the event any of such Fees are increased or
additional Fees are imposed subsequent to the effective date of this Agreement,
the parties agree that the rates herein shall be immediately increased by the
amount of any such increase in Fees or additional Fees.
E. Fuel Adiustment. The Service Provider shall adjust all the rates herein bi-annually
for any six-month period beginning on August 1 and February 1 (each, an
"Adjustment Date") in which the average price of diesel fuel during the six-month
period immediately preceding such Adjustment Date ("Averaging Period")
exceeded $2.00 per gallon (the "Base Price"). The average price of diesel fuel will
be determined by reference to the U.S. Energy Administration/Department of
Energy("Department of Energy") published price for diesel fuel -Gulf Coast Region.
The following website (or any successor website) will be the source for such
information: htto://www.eia.aov/ooa/into/wohdg/diesel detail report
combined.asa. The average price of diesel fuel for each Averaging Period (each,
a "Bi-Annual Average Price") shall be the average of the weekly fuel prices
published for each week during such Averaging Period.
The fuel cost adjustment for any six-month period following each applicable
Adjustment Date (each, a "Fuel Cost Adjustment') shall be calculated in
accordance with the formulas below. In the event the Bi-Annual Average Price is
greater than the Base Price, the Fuel Cost Adjustment shall be an upward
adjustment to all rates herein. In the event the Bi-Annual Average Price is less than
the Base Price, the Fuel Cost Adjustment shall be a downward adjustment to all
rates herein. Each Fuel Cost Adjustment shall be effective for the six-month period
immediately following the Averaging Period for which such Fuel Cost Adjustment
was determined.
FORMULA FOR SINGLE-FAMILY RESIDENTIAL UNITS (EXCLUDING ROLL-
OFF/COMPACTORS)
Hours/week X # of routes X 4.3 weeks/month X 4gals/hour X Bi-Annual
Average Price -Base Price Number of Single-Family Residential Units
Example:
Assume that on February 1 the average price of diesel fuel for the Averaging Period
beginning on August land ending on January 31 was $3.65 per gallon (Bi-Annual
Average Price) and that the Service Provider used one (1) route for the collection
of 1200 Single-Family Residential Units and that it took an average of 24 hours of
driving each week for the Service Provider to finish the route.
24 X I X 4.3 X 4 X 3.65-2.00
1200
Fuel Cost Adjustment per Single-Family Residential Unit = $0.57 per month, for the
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six-month period beginning February 1 and ending on July 31.
FORMULA FOR COMMERCIAL, INDUSTRIAL AND MULTI-FAMILY UNITS
(EXCLUDING ROLL-OFF/COMPACTORS)
Hours/week X # of routes X 4.3 week/month X 4 aals/hour X <Bi-Annual Averaae
Price- Base Price) Number of Commercial, Industrial, and Multi-Family Residential
Units
Example.
Assume that on February 1 the average price of diesel fuel for the Averaging Period
beginning on August 1 and ending on January 31 was $3.65 per gallon (Bi-Annual
Average Price) and that the Service Provider used one (1) route for the collection
of 50 Commercial, Industrial and Multi-Family Residential Units and that it took an
average of 4 hours of driving each week for the Service Provider to finish the route.
4X 1 X 4.3 X 4 X f3,65 -2.00)
50
Fuel Cost Adjustment per Commercial, Industrial, and Single-Family Unit = $2.27
per month, for the six-month period beginning February 1 and ending on July 31.
FORMULA FOR ROLL-OFFS AND COMPACTORS
Hours/haul X 4 gals/hour X (Bi-Annual Average Price- Base Price)
Example:
Assume that on February 1 the average price of for diesel fuel for the Averaging
Period beginning on August 1 and ending on January 31 was $3.65 per gallon (Bi-
Annual Average Price) and that the Service Provider hauled one (1) Roll-Off and
that it took 2 hours of driving for the Service Provider to do the haul.
2 X 4 X (3.65 - 2.00)
Fuel Cost Adjustment per Roll-Off Compactor = $13.20 per haul
In the event that the Department of Energy stops reporting the average weekly price
of diesel fuel during the term of this Agreement, then the Bi-Annual Average Price
shall be the average weekly price of diesel fuel paid by the Service Provider for
each week during such Averaging Period.
SECTION 12. EXCLUSIONS
Notwithstanding anything to the contrary contained herein, this Agreement shall not cover
the collection, hauling, recycling or disposal of any Hazardous Waste, animal or human,
15
dead animals, auto parts, used tires, concrete, dirt, gravel, rock or sand from any Container
provided by the Service Provider located at any Commercial, Industrial or Residential Unit;
provided however, that the Service Provider and the owner or occupant of a Commercial,
Industrial or Residential Unit may negotiate an agreement on an individual basis regarding
the collection, hauling or disposal of Construction and Demolition Waste, auto parts, used
tires, concrete, dirt, gravel, rock or sand by utilizing the Service Provider's Roll-Off
Services.
SECTION 13. TERM OF AGREEMENT
The term of this Agreement shall be for a period of two (2)years, commencing on February
1, 2017, and concluding on January 31, 2019. At the expiration of the initial term of this
Agreement, the Agreement may be extended by the parties upon mutual written
agreement, for four(4) additional two (2) year periods.
SECTION 14. ASSIGNMENT
This Agreement shall not be assignable, or otherwise transferable by the Service Provider,
without the prior written consent of the Town; provided however, that the Service Provider
may assign this Agreement to any direct or indirect affiliate or subsidiary of the Service
Provider, or to any person or entity succeeding to all, or substantially all of the Service
Provider's assets (whether by operation of law, merger, consolidation or otherwise),
without the Town's consent.
SECTION 15. ENFORCEMENT
During the term of this Agreement and any extension thereof, the Town agrees to adopt
and maintain ordinances, and revise existing ordinances, so as to enable the Service
Provider to provide the Services set forth herein. The Town shall take any action
reasonably necessary to prevent any other solid waste collection company from
conducting business in violation of the exclusive franchise granted herein. If the Service
Provider experiences recurring problems of damage or destruction to, or theft of, the
Containers provided by the Service Provider, pursuant to this Agreement, the Service
Provider may, prior to replacing or repairing such Containers, require security deposits
from the Commercial, Industrial, or Residential Units utilizing such Containers. To the
maximum extent allowed by applicable law, the Town also hereby grants to the Service
Provider, the right of ingress and egress from and upon the property of Commercial,
Industrial, and Residential Units for the purposes of rendering the Services contemplated
hereby.
SECTION 16. PROCESSING. BILLING AND FEES
A. Monthly Statement for Residential Units. On a monthly basis, the Service Provider
agrees to bill the Town the rates and fees charged under Sections 10. and 11.,
herein, for all Residential Units requiring the collection, hauling, and disposal of
Municipal Solid Waste within the Town's corporate limits (the "Monthly Statement")
16
on or before the last day of the month for which such Services were provided,
commencing on February 28, 2017. Thereafter, the Town will remit to the Service
Provider in arrears an amount equal to such Monthly Statement. Such remittance
shall be made by the Town on or before the 20th day of each month commencing
on March 20, 2017. Along with each monthly remittance, the Town shall provide
the Service Provider with a report indicating the number and rate of Residential
Units which have been billed for that month. The Town shall be solely responsible
for billing and collecting such rates and fees from all Residential Units possessing
active utility accounts within the Town's corporate limits, as well as from all other
Residential Units requiring the collection, hauling and disposal of Municipal Solid
Waste within the Town's corporate limits. Nothing herein shall prohibit the Town
from collecting sums in addition to those sums called for herein.
B. Billinqs for Commercial. Industrial, and Multi-Residential Units. On a monthly basis,
the Service Provider agrees to directly bill the Commercial, Industrial, and Multi-
Residential Units the rates and fees charged under Sections 10. And 11., herein,
for all Units requiring the collection, hauling, and disposal of Municipal Solid Waste
within the Town's corporate limits on or before the last day of the month for which
such Services were provided, commencing on February 28, 2017. Thereafter,
Service Provider will submit to the Town, a Monthly Statement indicating the
number and rate of Commercial, Industrial, and Multi-Residential Units which have
been billed for that month.
C. Billinqs for Roll-Off Services. Notwithstanding the above, the Service Provider will
bill and collect (i) the rates charged under Sections 10.C. and 105. from all
Residential, Commercial, and Industrial Units for services performed with respect
to Roll-Off Services (the "Roll-Off Billing"''), plus (ii) an amount equal to five percent
(5%) of the Roll-Off Billing, plus (iii) any applicable sales, use and service taxes.
D. Taxes. In addition to the amounts billed and collected by the Town under Section
16.A., the Town shall also be responsible for billing, collecting and remitting/paying
any and all sales, use and service taxes assessed or payable in connection with
the Residential Municipal Solid Waste Services. The Service Provider shall be
responsible for billing, collecting and remitting/paying any and all sales, use and
service taxes assessed or payable in connection with All Roll-Off Services, and all
Commercial, Industrial, and Multi-Residential Units.
E. Baal Debt. Unpaid Rates/Fees. The Town agrees that payments owing to the
Service Provider pursuant to this Agreement shall be based solely on the Services
rendered by the Service Provider. The Service Provider shall not be held
responsible for the collection of "bad debt" billed by and owed to Town for the
Services.
F, Franchise Fee. On a calendar quarterly basis, the Service Provider shall remit to
the Town an amount equal to five percent (5%) of the gross receipts collected by
the Service Provider from the Roll-Off Billing, and the Commercial, Industrial, and
17
Multi-Residential Units for the immediately preceding quarter's Billing (the
"Franchise Fee"). The Franchise Fee shall be remitted to the Town in arrears on a
calendar quarterly basis, beginning on or before April 15, 2017. The initial
remittance to the Town for the Franchise Fee shall only be for the months of
February and March, 2017, such as to put the Service Provider on schedule to remit
such Franchise Fee going forward on a calendar quarterly basis.
G. Quarterly Reports. The Service Provider shall submit quarterly reports to the
Town's Finance Director, or other person designated by the Town, and shall include
in such Quarterly Reports the tonnage of materials collected. Such Quarterly
Reports shall be submitted within two (2) weeks of the last day of each calendar
quarter.
SECTION 17. SPILLAGE; HYDRAULIC LEAKS
A. S ill'a e. It is understood and agreed that the Service Provider shall, if necessary,
hand-clean all spillage resulting from its collection activities; however, the Service
Provider shall not be required to clean up, collect, or dispose of any loose or spilled
Municipal Solid Waste, Construction, and Demolition Waste, or Recyclable
Materials, not caused by the Service Provider's rendering of the Services; or be
required to collect and dispose of any excess Municipal Solid Waste, Construction
and Demolition Waste, or Recyclable Materials placed outside of the Containers by
any Commercial, Industrial, or Residential Unit. The Service Provider may report
the location of such conditions to the Town, so that the Town can issue proper
notice to the owner or occupant of the Commercial, Industrial, or Residential Unit,
instructing the owner or occupant to properly contain such Municipal Solid Waste,
Construction and Demolition Waste, or Recyclable Materials. Should excess
Municipal Solid Waste, Construction and Demolition Waste, or Recyclable
Materials continue to be placed outside of the Containers, the Town shall require
the Commercial, Industrial, or Residential Unit to increase the frequency of
collection of such Municipal Solid Waste, Construction and Demolition Waste or
Recyclable Materials, or require the Commercial, Industrial or Residential Unit to
utilize a Container with sufficient capacity so that the excess Municipal Solid Waste,
Construction and Demolition Waste or Recyclable Materials will be regularly
contained. The Service Provider shall be compensated for these additional
Services as provided for in Section 10., herein, and shall be entitled to receive an
extra collection charge for each additional Container requiring an extra collection.
B, Hydraulic Leaks. Any equipment used by the Service Provider in the collection of
garbage and other solid waste materials shall not be allowed to leak any hydraulic
fluid and in the event of such leakage, the Service Provider shall hand cleaned or
otherwise cleaned as soon as possible, and in no event later than the date on which
such leakage occurred. Further, the Service Provider shall promptly notify the
Town of any hydraulic fluid leak occurring in the Town.
SECTION 18. NON-COLLECTION NOTICE AND FOLLOW-UP
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A. Notice from the Service Provider. It is specifically understood and agreed that
where the owner or occupant of a Commercial, Industrial or Residential Unit fails to
timely place a Container as directed in Sections 4 through 6 herein, or is otherwise
in violation of the Town's ordinances and regulations, the Service Provider's
reasonable rules adopted hereunder or the provisions of this Agreement relating to
the nature, volume or weight of Municipal Solid Waste, Construction and Demolition
Waste or Recyclable Materials to be removed, the Service Provider may refrain
from collecting all or a portion of such Municipal Solid Waste, Construction and
Demolition Waste or Recyclable Materials and will notify the Town within eight (8)
hours thereafter of the reason for such non-collection. The Service Provider will
also provide written notice to the Commercial, Industrial or Residential Unit of the
reason for such non-collection, unless such non-collection is the result of the
Commercial, Industrial or Residential Unit's failure to timely place the Containers,
Bulky Items or Bundles out for collection. Such written notice shall be attached to
the Container or the uncollected Municipal Solid Waste, shall indicate the nature of
the violation and shall indicate the correction required in order that such Municipal
Solid Waste, Construction and Demolition Waste or Recyclable Materials may be
collected.
B. Notice from a Commercial, Industrial. or Residential Unit. When the Service
Provider is notified by an owner or occupant of a Commercial, Industrial, or
Residential Unit, that Municipal Solid Waste, Construction and Demolition Waste,
or Recyclable Materials has not been removed from such Commercial, Industrial
or Residential Unit, and where no notice of non-collection or a change in collection
schedule has been received by the Town from the Service Provider, or the Service
Provider has failed to collect Municipal Solid Waste, Construction and Demolition
Waste, or Recyclable Materials from the Commercial, Industrial, or Residential Unit
without cause, as supported by notice as described herein, then the Service
Provider will use all reasonable efforts to collect such Municipal Solid Waste,
Construction and Demolition Waste, or Recyclable Materials, on the day the
missed collection is brought to the Service Provider's attention; provided however,
that if the Service Provider fails to make such collection on the same day that the
Service Provider was notified of such miss, then the Service Provider shall make
such collection no later than 12:00 p.m. on the following Business Day, and there
shall be no charge to the Service Provider for any such original non-collection or
late collection, so long as the Service Provider makes such collection within such
time.
SECTION 19. HOURS OF SERVICE
For all the Services provided hereunder, the Service Provider's hours of service shall be
between 7:00 a.m. to 7:00 p.m., Monday through Friday, and 7:00 a.m. to 2:00 p.m. on
Saturday. Except to the extent referenced herein, the Service Provider will not be required
to provide service on weekends or Holidays, except during natural disasters or
emergencies, and may, at its sole discretion, observe Holidays during the term of this
19
Agreement; provided, however, that the Service Provider shall provide such services on
the immediately following business day.
SECTION 20. CUSTOMER SERVICE
The Service Provider shall field all inquiries and complaints from Commercial, Industrial
and Residential Units relating to the collection, hauling, recycling and disposal of Municipal
Solid Waste, Construction and Demolition Waste and Recyclable Materials. The Service
Provider shall give prompt and courteous attention to any inquiries and complaints and
shall make reasonable efforts to resolve such inquiries and complaints. The Service
Provider shall be responsible at all time for maintaining a log of complaints and shall, at
the Town's request, provide copies of all complaints indicating the date and nature of
complaints and the manner and timing of resolutions.
SECTION 21. COMPLIANCE WITH APPLICABLE LAW
The Service Provider shall comply with all applicable federal and state laws regarding the
collection, hauling, recycling, and disposal of Municipal Solid Waste, Construction and
Demolition Waste, and Recyclable Materials, including existing and future laws that may
be enacted, as well as any regulations reasonably passed by the Town that are not in
derogation of this Agreement. Nothing in this Agreement shall be construed in any manner
to abridge the Town's right to pass or enforce necessary police and health regulations for
the reasonable protection of its inhabitants. The Town shall have the right to make
reasonable inspections of the Service Provider, in order to insure compliance with this
Section 21.
SECTION 22. VEHICLES AND EQUIPMENT
Vehicles used by the Service Provider for the collection, hauling, recycling, and disposal
of Municipal Solid Waste, Construction and Demolition Waste, and Recyclable Materials,
shall be protected at all times, while in transit, to prevent the blowing or scattering of
Municipal Solid Waste, Construction and Demolition Waste, and Recyclable Materials onto
the Town's public streets, or properties adjacent thereto, and such vehicles shall be clearly
marked with the Service Provider's name, in letters and numbers, not less than two (2)
inches in height. All collection vehicles used by the Service Provider shall be washed and
deodorized once per week.
SECTION 23. DUE CARE AND PERFORMANCE MEASURES
A. The Service Provider shall exercise due care and caution in providing the Services,
so that the Town's public and private property, including streets and parking areas,
will be protected and preserved.
B. As a breach of the service provided by this Agreement would cause serious and
substantial damage to the Town and its occupants, and the nature of this
Agreement would render it impracticable or extremely difficult to fix the actual
20
damage sustained by the Town by such breach, it is agreed that in case of breach
of service, the Town may elect to collect liquidated damages as specified below
and not as a penalty, the amounts set forth below, such sums being agreed as the
amount which the Town will be damaged by the breach of such service. An election
to seek such remedies shall not be construed as a waiver of any legal remedies the
Town may have as to any subsequent breach of service under this Agreement.
A truck beginning residential collections $100 per day per truck
prior to 4:00 a.m. unless subject to
applicable exception
Failure to collect missed collections $5.00 each
within one business day of notification
to Contractor(except to the extent resulting
from an event of force majeure)
Repetition of complaints on a route after notification $10.00 each
of spilling, non-collection, crossing planted areas,
or similar violations for a specific address within a
ninety (90) day period, where the Service Provider
has been at fault
SECTION 24. PERSONNEL AND PERFORMANCE STANDARDS
The Service Provider shall not deny employment to any person on the basis of race, creed,
religion, or other legally protected status, and will insure that all federal and state laws
pertaining to salaries, wages, and operating requirements are met or exceeded. The
Service Provider, its agents, servants and employees shall perform the Services in a
courteous, competent, and professional manner. During the term of this Agreement, and
any extension thereof, the Service Provider shall be responsible for the actions of its
agents, servants, and employees, while such agents, servants, and employees are acting
within the scope of their employment or agency.
SECTION 25. INSURANCE COVERAGE
Pursuant to this Agreement, the Service Provider shall carry the following types of
insurance in an amount equal to or exceeding the limits specified below:
21
Coveraa e Limits of L� bel
............ _.
--......... .... .. ..........__ . .............._.
Worker's Compensation Statutory
_....... ... ..... �... .. ............
�E"mpl er's Liability $500,000
.........i................... ._m
Bodil Injury Lability(exce t automobile) $1,000....,..0.....0..0 _ �_..._...
per occurrence; $2,000,000
in the aggregate
Property Damage Liability (except automobile) $1,000,000 per occurrence; $2,000,000
in the aggregate
�..... ._...........
Automobile Bodily Injury Liability $1,000,000 per person; $1,000,000 per
occurrence
_..... ....... ........... .. _ ....mm� � �
.._.. ....__
Automobile PropertyDamag a Liability $1,000,000 per occurrence
Excess Umbrella Liability $5,000,000 per occurrence
...._ ...._ ........ ..__......_
To the extent permitted by law, any or all of the insurance coverage required by this
Section 25 may be provided under a plan(s) of self-insurance, including coverage
provided by the Service Provider's parent corporation. Prior to the beginning of the
Services under this Agreement, or prior to any extension or renewal thereof, the Service
Provider shall furnish the Town with a certificate of insurance verifying the insurance
coverage required by this Section 25. The Service Provider shall provide the Town with
at least thirty(30) days' written notice prior to any cancellation or termination of insurance
policies required herein.
A. All insurance and certificate's of insurance shall contain the following provisions:
1) Name the Town, its officers, agents, representatives, and employees as
additional insureds as to all applicable coverage with the exception of
workers compensation insurance.
2) Provide for a waiver of subrogation against the Town for injuries, including
death, property damage, or any other loss to the extent the same is covered
by the proceeds of insurance.
B. Insurance Company Qualification: All insurance companies providing the required
insurance shall be authorized to transact business in Texas and rated at least "A-"
by AM Best or other equivalent rating service.
22
SECTION 26. INDEMNITY
To the extent covered by applicable insurance, the Service Provider assumes all risks of
loss, or injury to property or persons, caused by its performance of the Services. The
Service Provider agrees to indemnify and hold harmless the Town and its agents,
directors, employees, officers, and servants from and against any and all suits, actions,
legal proceedings, claims, demands, damages, costs, liabilities, losses or expenses
(including, but not limited to, reasonable attorneys' fees) caused by a willful or negligent
act or omission of the Service Provider, its officers, and employees. However, the Service
Provider shall not be liable for any legal proceedings, claims, demands, damages, costs,
expenses, and attorneys'fees caused by a willful or negligent act or omission of the Town,
its agents, directors, employees, officers, and servants.
SECTION 27. SAVINGS PROVISION
In the event that any term or provision of this Agreement shall be determined by a court
of competent jurisdiction to be invalid or unenforceable, this Agreement shall, to the extent
reasonably possible, remain in force as to the balance of its terms and provisions, as if
such invalid term or provision were not a part, hereof.
SECTION 28. TERMINATION
Any failure by either party, or its successors and assigns, to observe the terms and
conditions of this Agreement shall, if continuing or persisting without remedy for more than
thirty (30) days after the receipt of due written notice from the other party, constitute
grounds for forfeiture and immediate termination of all the defaulting party's rights under
this Agreement, and all such rights shall become null and void.
SECTION 29. FORCE MAJEURE
The performance of this Agreement may be suspended, and the obligations hereunder
excused in the event and during the period that such performance is prevented by a cause
or causes, beyond reasonable control of such party. The performance of this Agreement
will be suspended, and the obligations hereunder excused, only until the condition
preventing performance is remedied. Such conditions shall include, but not be limited to,
acts of God, acts of war, accident, explosion, fire, flood, riot, sabotage, acts of terrorists,
unusually severe weather, lack of adequate fuel, or judicial or governmental laws or
regulations.
SECTION 30. GOVERNING LAW
This Agreement shall be governed in all respects, including as to validity, interpretation,
and effect, by the laws of the State of Texas, without giving effect to the conflict of laws
rules thereof. The parties hereby submit to the jurisdiction of the courts of the State of
Texas, and the Federal courts of the United States located in the State of Texas, solely
in respect of the interpretation and enforcement of the provisions of this Agreement, and
23
hereby waive, and agree not to assert, as a defense in any action, suit, or proceeding for
the interpretation or enforcement hereof, that it is not subject thereto, or that such action,
suit or proceeding may not be brought, or is not maintainable in said courts, or that the
venue thereof, may not be appropriate, or that this Agreement may be enforced, in or by
said courts, and the parties hereto, agree that all claims with respect to such action or
proceeding shall be heard and determined in such a Texas State or Federal court. The
parties hereby consent to, and grant any such court jurisdiction over the person of such
parties, and over the subject matter of any such dispute, and agree that mailing of process
or other papers in connection with any such action, or proceeding to the addresses of the
parties listed below, or in such other manner as may be permitted by law, shall be valid
and sufficient service thereof.
SECTION 31. ATTORNEYS' FEES
The prevailing party in any dispute between the parties, arising out of the interpretation,
application, or enforcement of any provision hereof, shall be entitled to recover all of its
reasonable attorneys' fees and costs, whether suit be filed or not, including without
limitation costs and attorneys' fees related to, or arising out of any trial or appellate
proceedings.
SECTION 32. DAMAGE TO PAVEMENT
The Town warrants that the public pavement, curbing or other driving surface or any right
of way reasonably necessary for the Service Provider to provide the services described
herein within the Town are sufficient to bear the weight of all of the Service Provider's
equipment and vehicles reasonably required to perform such services. The Service
Provider will not be responsible for damage to any such pavement, curbing, driving
surface or right of way, and the Town agrees to assume all liabilities for such damages,
which results from the weight of the Service Provider's vehicles providing service within
the Town, except to the extent resulting from the negligence or willful misconduct of the
Service Provider.
SECTION 33. ACCEPTANCE
PASSED AND APPROVED BY THE TOWN OF PROSPER COUNCIL MEETING
AT A TIME AND PLACE IN COMPLETE CONFORMITY WITH THE OPEN MEETING
LAWS OF THE STATE OF TEXAS AND ALL OTHER APPLICABLE LAWS THIS 25TH
DAY OF OCTOBER, 2016.
24
PROGRESSIVE WASTE TOWN OF PROSPER
SOLUTIONS OF TEXAS, 121 W. Broadway
INC., DBA WC OF TEXAS Prosper, TX 75073
3 Waterway Square S Place B y .
q � :Y
Suite 110 Name: - s
The Wo lands, TX 7738r'
By: .
Name: Robert A. Nielsen, Ill
Regional Vice President
25