HomeMy WebLinkAboutRes.2858.12-01-2014BILL NO. 14-190
RESOLUTION NO. a,
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT FOR SOLID WASTE
SERVICES WITH REPUBLIC SERVICES, D/B/A CWI
OF MISSOURI, INC.
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE
GIRARDEAU, MISSOURI, AS FOLLOWS:
ARTICLE 1. The City Manager, for and on behalf of the City
of Cape Girardeau, Missouri, is hereby authorized to execute an
Agreement for Solid Waste Services with Republic Services, d/b/a
CWI of Missouri, Inc. This agreement shall be in substantially
the form attached hereto as Exhibit A, which document is hereby
approved by the City Council, with such changes therein as shall
be approved by the officers of the City executing the same.
PASSED AND ADOPTED THIS ` DAY OF 12Q�2014.
arry E. Rediger, Mayor
ATTEST:
Aj
Gayle . Conrad, City Clerk
AGREEMENT
FOR
SOLID WASTE SERVICES
CITY OF CAPE GIRARDEAU, MISSOURI
This agreement (this "Agreement') made and entered into this day ofJan. a'? I� by
and between the City of Cape Girardeau, Missouri, hereinafter referred to as "the CCS,"
and CWI of Missouri, Inc., organized under the laws of the State of Missouri and having
its principal place of business at 18500 N. Allied Way, Phoenix, AZ 85054, hereinafter
referred to as "the Contractor."
Witnesseth:
Whereas, as of the Effective Date (as defined in Section 1 below), the City and the
Contractor intend for the Contractor to transport and dispose of Solid Waste (as defined
in Section 1 below) from the Current City -Owned Transfer Station (as defined in Section
1 below) to a Disposal Facility (as defined in Section 1 below);
Whereas, the City intends to construct and operate the Multi -Use Facility (as defined in
Section 1 below);
Whereas, as of the Multi -Use Effective Date (as defined in Section 1 below), the City
and the Contractor intend for the Contractor to (i) deliver Solid Waste to the Multi -Use
Facility; and (ii) transport and dispose of the Solid Waste from the Multi -Use Facility to a
Disposal Facility;
Whereas, the City and the Contractor intend to enter into the Lease (as defined in
Section 1 below); and
Whereas, the parties are desirous of entering into this Agreement.
Now Therefore, in consideration of the mutual covenants and agreements contained
herein, and of the consideration to be paid by the City to the Contractor, as hereinafter
set forth, the City and Contractor hereby agree as follows:
1. Definitions
(a) "Applicable Laws" means any and all applicable federal, state, county and local
laws, statutes, rules, regulations, licenses, ordinances, judgments, orders, decrees,
directives, guidelines or policies (to the extent mandatory), permits and other
governmental and regulatory approvals, including, without limitation, any similar form of
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decision or determination by, or any interpretation or administration of, any of the
foregoing by any Government Entity with jurisdiction over the Contractor, the City, or the
performance of the work under this Agreement and the transactions contemplated in
this Agreement.
(b) "Bio -Solid Cake Services" means the transportation and/or disposal of bio -solid
cake materials generated by the City at the Disposal Facility.
(c) "Bio -Solid Cake Services Fee" means the amount the City pays to the Contractor
for the Bio -Solid Cake Services as provided on Attachment A and as such amount is
adjusted pursuant to this Agreement.
(d) "Confidential Information" means all data, information, reports or documents
developed or collected by one party and provided or made available to the other party
or its agents as a result of any of the rights granted to, or obligations undertaken by,
either party pursuant to this Agreement, whether or not designated as confidential, but
shall not include information to the extent such information (a) is in the public domain at
the time of disclosure, or (b) following disclosure, becomes generally known or available
through no action or omission on the part of the receiving party, or (c) is known, or
becomes known, to the receiving party from a source other than the disclosing party or
its representatives, provided that disclosure by such source is not in breach of a
confidentiality agreement with the disclosing party, or (d) is independently developed by
the receiving party or its directors, officers, employees, agents, legal counsel or
consultants without reference to the originating party's Confidential Information.
(e) "CPI Adjustment" means the adjustment to the fees and payments as applicable
by designation on Attachment A (or any attachments thereto) and effective upon each
anniversary of the Effective Date (unless otherwise provided in Attachment A) and
based upon the increase in the Consumer Price Index (CPI) for all Urban Consumers
(all items- US City Average), Garbage & Trash Collection, as published by the U.S.
Department of Labor Statistics for the twelve (12) months immediately preceding such
anniversary.
(f) "Current City -Owned Transfer Station" means the solid waste transfer station
owned and operated by the City for acceptance and processing of Solid Waste as of the
Effective Date and located at 2500 Block of South Sprigg Street, Cape Girardeau, MO
63703.
(g) "Disposal Facility" means any landfill or other disposal facility owned, operated or
utilized by the Contractor for the acceptance of Solid Waste and/or Special Waste.
(h) "Effective Date" means December 14, 2014.
(i) "Excluded Waste" means the following wastes and materials that cannot and will
not be accepted at the Current City -Owned Transfer Station or the Multi -Use Facility
and the Contactor will not be required to handle, haul and dispose of such:
• Bulk liquids;
• Semi-solids;
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• Highly flammable or volatile substances;
• Unexpended pesticide containers;
• Raw animal manure;
• Septic tank pumpings;
• Incinerator and air pollution control residues generated from facilities not exempted
under 10 CSR 80.2.020(9)(A)2;
• Industrial process wastes and sludges;
• Large dead animals or large quantities of small dead animals, except for those
collected by the City from City nuisance abatement and public works activities
• Regulated quantities of hazardous waste;
• Radioactive materials;
• Explosives;
• Infectious wastes as provided by 10 CSR 80-7.0101; and
• Any other waste or material that cannot be accepted at the Current City -Owned
Transfer Station, the Multi -Use Facility or the Disposal Facility pursuant to Applicable
Laws.
The parties agree that such excluded waste shall be updated to include any changes in
Applicable Laws. Excluded Waste also includes any Special Waste that does not
conform to the Special Waste Profile.
(j) "Force Majeure" means riots, wars, civil disturbances, insurrections, acts of
terrorism, epidemics, earthquakes, floods, washouts, explosions, fires, acts of God, and
other similar catastrophic events which are beyond the reasonable control of the City or
the Contractor, as the case may be. It is specifically understood that the phrase "other
similar catastrophic events does not include, among other things, strikes, lockouts,
other labor disturbances, or breakage or accidents to machinery, equipment or plants.
(k) "Fuel Adjustment" means an amount payable by the City to the Contractor on
each ton of Solid Waste transported from the Current City -Owned Transfer Station or
the Multi -Use Facility applicable if the average price per gallon for diesel fuel
determined utilizing the DOE Midwest Region Index for the month being billed exceeds
$3.75 per gallon. Such amount payable by the City to the Contractor shall be an
additional $.01 per ton (which shall be added onto the transportation price per ton of the
Solid Waste Transportation and Disposal Fee) for every $.01 such average exceeds
$3.75 per gallon and such shall be payable during the month following such
determination. If such average is equal to or less than $3.75 per gallon, there is no Fuel
Adjustment for such month.
(1) "Government Entity' means any court or tribunal in any jurisdiction or any
federal, state, municipal, or other governmental body, agency, authority, department,
commission, board, bureau or instrumentality.
(m) "Initial Term" means the initial twenty (20) year term of this Agreement as
provided in Section 21.
(n) "Lease" means the Site Lease Agreement in the form attached hereto as
Attachment D under which Contractor, as Lessee, leases from the City, as Lessor, the
Leased Premises.
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(o) "Leased Premises" means the building and areas described in the Lease and to
be located at the Multi -Use Facility, together with the non-exclusive right to use the
maintenance bay located at 2007 Southern Expressway, Cape Girardeau, MO 63703.
(p) "Multi -Use Facilitv" means the facility to be designed, permitted, constructed,
owned and operated by the City for the acceptance and processing of Solid Waste and
recyclables and to be located at 2055 Corporate Circle, Cape Girardeau, MO 63703.
(q) "Multi -Use Facility Effective Date" means the date the Multi -Use Facility is open
for commercial operations in compliance with Applicable Laws and able to accept Solid
Waste and recyclables.
(r) "Recipients" means consultants, agents, representatives, actual or potential
financiers, or employees of the receiving party who (i) shall be obligated to keep
Confidential Information confidential and (ii) need access to such Confidential
Information to assist the receiving party in the exercise of its rights and the performance
of its obligations under this Agreement.
(s) "Recycling Center" means the facility owned and operated by the City that
accepts recyclables for acceptance and processing as of the Effective Date and located
at 2007 Southern Expressway, Cape Girardeau, MO 63703.
(t) "Renewal Term" means any of three renewals of the term of this Agreement
each for a period of five (5) years.
(u) "Solid Waste" means only such waste or materials that the City is permitted by
Applicable Laws to process through (i) the Current City -Owned Transfer Station and by
the rules and regulations of the State of Missouri and the United States government
from the Effective Date until the Multi -Use Facility Effective Date, and (ii) the Multi -Use
Facility and by the rules and regulations of the State of Missouri and the United States
government from and after the Multi -Use Facility Effective Date.
(v) "Solid Waste Transfer Station Processing Fee" means the amount per ton the
Contractor pays to the City for processing each ton of Solid Waste the Contractor
delivers to the Current -City Owned Transfer Station and the Multi -Use Facility as
provided on Attachment A and as such amount is adjusted pursuant to this Agreement.
(w) "Solid Waste Transportation and Disposal Fee" means the amount per ton the
City pays to the Contractor for transportation and disposal of each ton of Solid Waste
(whether delivered by or on behalf of the City, the Contractor or any other party) the
Contractor transports and disposes of from the Current -City Owned Transfer Station
Effective Date and the Multi -Use Facility as provided on Attachment A and as such
amount is adjusted pursuant to this Agreement.
(x) "Special Waste' means any nonhazardous solid waste generated by the City
which, because of its physical characteristics, chemical make-up, or biological nature
requires either special handling, disposal procedures including liquids for solidification at
the landfill, documentation, and/or regulatory authorization, or poses an unusual threat
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to human health, equipment, property, or the environment.
(y) "Special Waste Profile" means the profile and any other documentation provided
by Contractor to the City that the City must complete and provide to the Contractor and
the Contractor must approve prior to the Contractor's acceptance of any Special Waste.
2. Current City -Owned Transfer Station and Multi -Use Facility Materials to be
Accepted, Transported and Disposed.
As of the Effective Date, the Contractor shall accept Solid Waste from the Current City -
Owned Transfer Station for transportation and disposal pursuant to the terms and
conditions of this Agreement, and as of the Multi -Use Facility Effective Date, the
Contractor shall accept Solid Waste from the Multi -Use Facility for transportation and
disposal pursuant to the terms and conditions of this Agreement.
As of the Multi -Use Facility Effective Date, the Contractor agrees to deliver to, and the
City agrees to accept at, the Multi -Use Facility, all Solid Waste collected by the
Contractor's collection vehicles operating from the Leased Premises.
The Contractor makes no guarantee of minimum or maximum quantities of Solid Waste
which may be provided pursuant to this Agreement. The City makes no guarantee of
minimum or maximum quantities of Solid Waste which may be received pursuant to this
Agreement; however, the City agrees to direct any Solid Waste collected by or on behalf
of the City (including if the City awards a franchise or contract to a third party) to the
Current City -Owned Transfer Station upon the Effective Date and the Multi -Use Facility
upon the Multi -Use Facility Effective Date.
The City will operate the Current City -Owned Transfer Station upon the Effective Date
and the Multi -Use Facility upon the Multi -Use Facility Effective Date and equipment
therein, including the scale. The City will receive, store and load the incoming Solid
Waste into the Contractor provided transfer trailers. In connection with the loading of
the incoming Solid Waste into the Contractor provided transfer trailers, the City, or its
contractors, shall not damage such trailers or overload such trailers in amount
exceeding what such trailers can haul pursuant to Applicable Law.
In connection with the City's permitting of the Multi -Use Facility, the Contractor agrees
to provide reasonable assistance to the City's personnel tasked with submitting and
receiving the necessary environmental permits in connection with the Multi -Use Facility.
3. Solid Wastes to be Hauled from the Current City -Owned Transfer Station
and the Multi -Use Facility by Contractor.
The City agrees that only Solid Waste will be provided to the Contractor for
transportation and disposal by the Contractor from the Current City -Owned Transfer
Station and the Multi -Use Facility. The City shall transport the residue from the
Recycling Center to the Current City -Owned Transfer Station and the Multi -Use Facility,
as applicable, to be included with the Solid Waste to be transported and disposed of by
the Contractor. The City will provide the residue from the recycling portion of the Multi -
Use Facility to the solid waste portion of the Multi -Use Facility to be included with the
Solid Waste to be transported and disposed of by the Contractor.
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The Contractor shall be solely responsible for transportation of Solid Waste from the
Current City -Owned Transfer Station and the Multi -Use Facility to the Disposal Facility.
Contractor furnished transfer tractors and trailers will meet the requirements listed in
Attachment B.
The Contactor shall also provide containers and haul and dispose of Solid Waste placed
in such containers as agreed to by the parties at the rates provided in Attachment A.
4. Special Waste and Excluded Waste.
In the event any Special Wastes generated by the City are to be disposed of directly at
the Disposal Facility, the City and the Contractor shall negotiate and agree upon the
transportation and disposal costs (unless the rates for such are otherwise provided on
Attachment A) and the City shall comply with the Contractor's procedures and policies
for the handling and disposal of Special Waste including execution of a Special Waste
Profile.
In the event that any Excluded Wastes are delivered to the Current City -Owned
Transfer Station, the Multi -Use Facility or the Disposal Facilities, the parties agree that
title to such Excluded Waste shall not transfer to the Contractor or the City (except for
any Excluded Waste generated by the City) and the generator and/or the transporter of
such waste shall be responsible and liable for the proper handling and disposal of such
waste, including any costs and expenses with respect thereto, in a manner that will not
impact the operation of the Current City -Owned Transfer Station, the Multi -Use Facility
or the Disposal Facilities.
5. Landfill Disposal Services.
The Contractor shall have the responsibility to ensure that operation of the Disposal
Site(s) is in strict accordance with the provisions of this Agreement for the term of this
Agreement and any extension thereof.
The Disposal Site must be permitted and licensed to operate after the Effective Date
and through the term of Agreement and must annually demonstrate or document that
sufficient available air space is reserved specifically for the Solid Waste from the
Current City -Owned Transfer Station and the Multi -Use Facility for the remaining term of
this Agreement.
Documentation demonstrating compliance with Applicable Laws and the availability of
reserve capacity for anticipated Solid Waste quantities from the Current City -Owned
Transfer Station and the Multi -Use Facility shall be provided to the City annually, by
September 15th in the year proceeding the next calendar year in which the Disposal
Site will receive Solid Waste from the Current City -Owned Transfer Station and the
Multi -Use Facility for disposal.
For any landfill in Missouri that is a Disposal Site, the landfill design and operation must
strictly comply with Section 10 CSR 80-3.010 of the Missouri Solid Waste Rules.
A designated representative of the City shall have the right to observe and review
operations at the Disposal Site, including the operating records and all records
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associated with regulatory compliance, and enter the Disposal Site for the purpose of
such observation and review during normal operating hours upon reasonable prior
written notice. The City shall have the right to audit upon reasonable prior written notice
the construction and operating records, including regulatory communications at any time
to satisfy itself that the Disposal Facility is in compliance with Applicable Law and this
Agreement.
All services performed by the Contractor under this Agreement shall, at all times, be
subject to inspection by a duly authorized representative of the City upon reasonable
prior notice to the Contractor.
6. Temporary Alternative Disposal Arrangement.
The Contractor shall make provisions to dispose of the Solid Waste from the Current
City -Owned Transfer Station and the Multi -Use Facility at an alternate Disposal Site
should the primary Disposal Site become temporarily unavailable to accept the Solid
Waste from the Current City -Owned Transfer Station and the Multi -Use Facility for any
reason. The availability of such an alternate Disposal Site shall be documented to the
City annually so as to ensure no interruption in service to the City.
In the event that the Contractor fails or is unable to dispose of any Solid Waste from the
Current City -Owned Transfer Station and the Multi -Use Facility which it is obligated to
accept and dispose of under the terms of this Agreement because of any temporary
event, other than described in Section 27 of this Agreement, whose occurrence
materially and adversely affects the Contractor's ability to dispose of such waste at the
Disposal Site, the Contractor shall transport and dispose of such waste to an alternate
Disposal Site selected by the Contractor at no additional cost to the City and with no
interruption in service, until the Disposal Site is once again available. The alternate
Disposal Site shall meet all the requirements in this Agreement.
7. [RESERVED]
B. [RESERVED].
9. Fuel.
In connection with this Agreement, the Contractor may purchase diesel fuel for its
vehicles from the City at the same cost the City charges all City Departments for such
fuel (which is the actual cost of fuel plus overhead costs of $0.18 per gallon as of the
Effective Date; which overhead costs shall not unreasonably increase) plus any
applicable taxes. The City shall provide to the Contractor reasonable confirmation of
such cost.
10. Most Favored Nations.
The City agrees that during the term of this Agreement it shall not offer to any other
party a lower per ton rate than (a) the Solid Waste Processing Fee (as adjusted
hereunder, including the Fuel Adjustment) for the processing of any Solid Waste
delivered to the Multi -Use Facility, and/or (b) the aggregate total of the Solid Waste
Processing Fee (as adjusted hereunder, including the Fuel Adjustment) and the Solid
Waste Transportation and Disposal Fee (as adjusted hereunder, including the Fuel
Adjustment) for any Solid Waste delivered to the Multi -Use Facility for processing,
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transportation and/or disposal at the Disposal Facility. The Contractor shall have the
right to audit the City's books and record with respect to the City's compliance with this
section upon reasonable prior written notice thereof to the City.
11. Labor and Equipment.
The Contractor shall furnish all labor, materials, fuel, tool and equipment and pay all
fees and costs necessary to provide the services the Contractor is required to provide
pursuant to this Agreement.
For transportation of Solid Waste from the Multi -Use Facility or the Current -City Owned
Transfer Station to the Disposal Facility as further described and specified in
Attachment A and Attachment B, the Contractor shall furnish the specified minimum
quantity of transfer tractors and trailers meeting the requirements listed in Attachment B.
The Contractor's tractors and trailers shall be compatible with the Current -City Owned
Transfer Station. Contactors tractors/roll-off trucks shall be compatible with the
containers provided.
The Contractor agrees to immediately put into service backup equipment, including
tractors and trailers, necessary to continue timely service should primary equipment be
out of service for repair or any other reason.
The Contractor will keep all supplied equipment in working order and repair to allow
efficient and safe operation through the term of this Agreement. Equipment shall be
maintained to prevent negative appearance including repair of all damage and periodic
cleaning.
The Contractor shall provide any and all specialized or protective clothing necessary in
connection with the services to be performed by Contractor pursuant to this Agreement,
such as puncture -resistant gloves and safety boots, and equipment as needed for the
protection of employees in the performance of this Agreement.
12. Compliance with Laws.
The Contractor shall provide the services described in Attachments B and provide such
services in strict compliance with all Applicable Laws currently in effect as well as new
legislation and amendments which become effective during the term of this Agreement.
The Contractor shall ensure that the Disposal Facility is, and the City shall ensure that
the Current City -Owned Transfer Station and the Multi -Use Facility are each, operated
in compliance with all Applicable Laws currently in effect as well as new legislation and
amendments which become effective during the term of this Agreement.
Such Applicable Laws include, but are not limited to:
Missouri Solid Waste Law (Annotated Missouri Statutes, Title 16, Chapters
260.200 through 260.345);
Missouri Solid Waste Rules (Missouri Code of State Regulations (CSR), Title 10,
Division 80);
Occupational Safety and Health Act of 1970 and amendments and regulations
promulgated thereto;
Rules and regulations of the State Board of Health and the City and/or County
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Board of Health;
• 40CFR Parts 257 and 258; and
• Ordinances of the City and/or County.
The Contractor shall comply with the standards, levels of service, and other
requirements contained in the Applicable Laws of any other state that may apply,
should the Solid Waste be transported and disposed outside the State of Missouri,
and that are in effect at the time of execution of this Agreement as well as those
which are added through future changes to such Applicable Laws.
The Contractor shall be responsible, at its sole expense, for securing and
maintaining all necessary permits, licenses and approvals in order that the
Contractor may provide the services it is to provide in accordance with the terms and
conditions of this Agreement and any Applicable Laws applicable to such services
described in Attachments A and B. Upon request from the City, the Contractor shall
file with the City a true and correct copy of each permit, license or approval
necessary for it to provide the services under this Agreement.
A violation of these requirements, if found to be substantial and material to the
interest of the City, may be deemed to be a breach of this Agreement.
13. Performance Requirements.
All trailers and containers which the Contractor transports from the Current City -
Owned Transfer Station or the Multi -Use Facility to the Disposal Site shall be
emptied and returned to the applicable facility within 24 hours and the Contractor
shall schedule trailer transport and delivery so as to be compatible with published
operating hours at such facility. Also, adequate number of trailers shall be furnished
such that there is always a trailer available onsite to receive Solid Waste when such
waste is being received at such facility.
The City shall rigorously maintain operating hours and scheduled days of operation
at the Current City -Owned Transfer Station and the Multi -Use Facility. In connection
with the services performed by Contractor hereunder, the City will reasonably
accommodate Contractor with access to the Multi -Use Facility including access
beyond normal operating hours of the Multi -Use Facility.
As of the Multi -Use Effective Date and when the Leased Premises may be occupied
and utilized by the Contractor pursuant to the Lease, the Contractor shall operate its
hauling operation from the Leased Premises and cease to accept any Solid Waste at
its Jackson, MO Solid Waste Transfer facility for the Initial Term of this Agreement.
The Contractor shall adequately monitor and observe all operation, including
roadways used for transporting of Solid Waste and take appropriate actions to
ensure that facilities, site, and roadways are clear of any materials spilled or blown
from the Contractor's vehicles during the course of transportation operations. All
resulting releases from the Contractor's vehicles during the course of transportation
operations shall be cleaned up the day the release occurs or as expediently as
possible if it requires more than one day for cleanup.
14. Other Performance Requirements.
In addition to the general requirements listed in the various attachments to this
Agreement, the Contactor shall ensure that:
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All personnel of the Contractor providing the services under this
Agreement are properly trained and qualified for the duties they are to perform.
Inappropriate behavior by any Contractor personnel providing the services
under this Agreement is dealt with appropriately. If the City believes a Contactor's
employee is or has behaved inappropriately the City may request and the Contactor
shall be obligated to remove such person from providing the services under this
Agreement.
That appropriate health, safety and care practices are exercised in
operating and handling of material and equipment.
All requirements for operation and maintenance of the Contractor's
equipment used to provide the services under this Agreement are satisfied.
15. Quality Control.
The Contractor shall submit a quality control plan to the City fifteen (15) days before
the Effective Date with respect to the transportation and disposal of Solid Waste and
update such plan annually or following any event giving rise to an issue of quality
control compliance. The plan shall specify forms, inspection methods, and positions
responsible for quality control. The plan shall also detail alternate procedures to be
followed in case of equipment or process failures or delays in providing any of the
required facilities and services.
The Contractor shall provide and maintain an inspection system which shall assure
that all equipment and services provided under this Agreement with respect to the
transportation and disposal of Solid Waste are acceptable and conform to contract
requirements, whether performed by the Contractor or procured from
subcontractors.
As a minimum, quality control inspections shall be performed weekly on all
Contractor-furnished equipment. The Contractor shall maintain adequate records of
all inspections and tests with respect to the transportation and disposal of Solid
Waste. The Contractor's inspection form shall contain, as a minimum, the following
information:
Date and time of inspection;
List of each item reviewed;
Vehicle or equipment identification number;
Satisfactory or unsatisfactory condition of each item reviewed;
Deficiencies identified; and
Corrective action measures taken and implementation schedule to correct
each deficiency and actual date of correction.
Weekly quality assurance reports may be combined with monthly certification
reports.
16. Title to Waste.
Title to Solid Waste shall vest, as it is deposited, in the owner/operator of the
Disposal Facility; provided, however, title to any Excluded Waste shall not vest or
transfer to Contractor, the City (unless the City is the generator of such Excluded
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Waste) or the owner/operator of the Disposal Facility.
17. Exclusivity.
Subject to the other provisions of this Agreement, during the term of this Agreement,
the City shall deliver or cause delivery of all Solid Waste collected by or on behalf of
the City to the Current City -Owned Transfer Station and the Multi -Use Facility.
The Contractor shall have the exclusive contract for hauling all Solid Waste
processed for disposal (excluding beneficial use materials and materials such as
white goods, limbs and brush, used motor oil, household hazardous waste, shingles
or any other materials both parties agree to exclude after the Effective Date) through
the Current City -Owned Transfer Station and the Multi -Use Facility.
The City agrees not to employ or contract with any other commercial hauler for the
disposition of Solid Waste processed, at the Current City -Owned Transfer Station
and the New City -Owned, as applicable, except as provided herein.
18. Compensation and Invoicing.
Compensation for the services provided by the Contractor under this Agreement
shall be paid pursuant to the schedule of unit or other prices in Attachment A.
Compensation shall be the sum of the fees for the following services, as further
defined in this Agreement and in Attachment A:
Solid Waste hauling fees to the Disposal Facility
o In transfer trailers
o In containers
Solid Waste disposal fees at the Disposal Facility
Container rental fees
Container hauling fees
Small Container Services fees
Bio -Solid Cake Services fees
Missouri tonnage fees and any other fees and taxes imposed by any
Governmental Entity existing on the Effective Date or arising thereafter and
applicable to the services under this Agreement
The disposal fee for Solid Waste disposed of at the Disposal Facility will be
determined based on inbound tonnage weight determined by the scale at the
Current City -Owned Transfer Station and the Multi -Use Facility for such waste
provided therefrom. The City will periodically calibrate the accuracy of such scale
and provide Contractor written verification of such calibration and all scale weights
used in calculating compensation.
On or before the tenth day of each month, the Contractor shall submit to the City an
invoice for the preceding month's services. The invoice shall include and itemization
of costs for the services provided under this Agreement, including the rental costs,
the hauling costs, the disposal fees and Missouri tonnage fees, and the amount due
for the invoice month. The City shall review the monthly invoice received from the
Contractor. The City shall remit payment to the Contractor on a monthly basis on or
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before the tenth day of the following month
The unit costs listed in Attachment A include all costs by the Contractor, except for
any fees and taxes imposed by any Governmental Authority in connection with the
services provided under this Agreement.
The City may at its option choose to pay tonnage fees direct to the state of Missouri
rather than through this Agreement and the Contractor.
In the event that the City hauls any Solid Waste not processed through the Current
City -Owned Transfer Station or the Multi -Use Facility directly to the Disposal Facility,
the City will not pay any hauling fee but will pay only the disposal fee and any fees
and taxes imposed by any Governmental Authority in connection with the services
provided under this Agreement.
19. Changes in Compensation.
The fees and payments listed in Attachment A include all services and operating
costs and fees currently in effect or, if known by a party, scheduled to be in effect at
a later date. In the event the Contractor presents proper documentation justifying
potential cost increases for the sole reasons stated below in connection with
performing the services contemplated by this Agreement, the parties hereto agree to
renegotiate the applicable fees and payments listed in Attachment A.
All prices shall be considered current as of the Effective Date or such alternate dates
as stated in Attachment A. Except for governmental fees and taxes applicable to the
services under this Agreement, the CPI Adjustment, the Fuel Adjustment, as
otherwise provided in Attachment A and as may be adjusted pursuant to this
Section, the prices provided in Attachment A shall be firm for the years listed and are
assumed to cover the entire calendar year unless stated otherwise. Items subject to
adjustments by a given indices shall be adjusted to correspond to a forthcoming
calendar year unless a more frequent or alternate basis of adjustment is stipulated in
Attachment A. For items subject to an extension of the term of this Agreement, the
basis of the extension will be as defined in Attachment A. Where no basis of
adjustment is provided for an extension of the term of this Agreement, such
extension shall be subject to negotiations prior to the City's granting of a Term
extension.
Fee adjustments may be requested and shall not be unreasonably withheld, delayed
or conditioned by either party in the event the requesting party presents proper
documentation justifying cost increases or decreases for any of the following
reasons:
• Changes in Applicable Law beyond the control of the party requesting an
adjustment to such pricing.
• Unforeseen increases in royalties, taxes, or other governmental charges that
may be levied against the services provided, which cause documentable cost
increases.
NQ2636-CWI Missouri -Cape Girardeau_Agr_v6 0_CL_20141120 (2) Page 12
• Increases in operating, transportation, and disposal costs that are not fully
recouped by the Contractor by the Fuel Adjustment or the CPI Adjustment provided
for in this Agreement.
Force Majeure.
• Significant differences between the assumptions in the technical
specifications provided by the City in connection with its request for proposal for the
services provided under this Agreement and actual conditions.
Defective work or services giving rise to significant costs, penalties or
monetary consequences to the affected party.
Where services are to be provided on a unit price basis, compensation will be in
accordance with the unit price schedule and the quantity of units proved and
managed. Changes in quantities shall not give rise to a claim for changes in unit
prices, unless otherwise stipulated in Attachment A.
20. Changes in Landfill Site.
In the event that the parties hereto mutually agree to change disposal services from
the designated Disposal Facility to another Disposal Facility, this Agreement shall be
renegotiated to reflect any changes required, including, but not be limited to,
adjustments in compensation due to changes in hauling and disposal service costs.
21. Term.
The Initial Term shall be for a period of twenty (20) years beginning December 15,
2014. Upon the expiration of the Initial Term or any of the first two Renewal Terms,
the term of this Agreement shall automatically extend for a Renewal Term, absent
written notice from a party within ninety (90) days of the expiration of the Initial Term
or any Renewal Term of such party's non -renewal of the term of this Agreement.
22. Performance and Payment Bond.
Upon the Effective Date, the Contractor shall make, execute, and deliver to the City
a good and sufficient surety bond in a form reasonably satisfactory to the City to
secure the faithful performance by the Contractor of the terms and conditions herein
and payment of its obligations hereunder. The bonds shall be provided by a surety
company duly authorized to transact business in the State of Missouri and
acceptable to the City.
For transportation and disposal, a performance bond shall be provided in the penal
amount of fifty percent (50%) of the estimated annual payment to the Contractor for
the first year, and shall be fifty percent (50%) of the previous year's payment to the
Contractor for each succeeding year. Estimated bonds shall be based on the sum
total of all annual payments due the Contractor in the previous year; the initial year
of transfer and disposal services shall be estimate based on 30,000 tons of Solid
Waste to be hauled and disposed by Contractor, including payment of the applicable
Missouri tonnage fee if it is to be paid by the Contractor.
The bonds shall be signed by an authorized signatory of the Contractor, together
with the signature of its corporate secretary and corporate seal. The surety company
NQ2636-CWI Missourt_Cape Girardeau_Agr_v6 0_CL_20141120 (2) Page 13
which issues the bond shall not be obligated to renew the bond after the expiration
of the initial term, where a renewal term is available, provided however that the
Contractor shall provide and maintain similar replacement bonds issued by a
mutually acceptable surety company meeting the requirements herein during the
term of this Agreement. The City agrees that the Contractor's failure to replace the
bond in itself shall not result in the City having any right to make a claim on the
expiring bond.
Notwithstanding the foregoing, the Contractor may at any time, in lieu of the
aforesaid surety bond, provide the City with a letter of credit in the aforesaid sum, in
a form reasonably satisfactory to the City, securing the faithful performance by the
Contractor of the terms and conditions herein.
23. Insurance.
The Contractor shall maintain insurance in the kinds and amounts provided in
Attachment C hereof, subject to the approval of the City's Insurance Administrator,
from the Effective Date to the expiration or termination of this Agreement. All such
insurance coverage (other than workers' compensation) shall name the City of Cape
Girardeau as an additional insured and shall provide that such coverage shall not be
canceled until thirty (30) days' written notice has been given to the City. Thirty (30)
days prior to service commencing, the Contractor shall furnish to the City a
certificate of insurance or binder showing the name of the insurance carrier, the
amount and terms of the coverage, and showing that the City is named as an
additional insured.
Provision of insurance coverage does not relieve the Contractor from liability under
the hold harmless/indemnification clause in Section 24.
24. Indemnity.
The Contractor agrees to protect, defend, hold harmless, and indemnify the City, its
Council, officers, employees, and agents from and against any and all liability,
including but not limited to, liability, losses, penalties, claims and demands for
damages to property (real and/or personal), environmental contamination, personal
injury to or death of any person or persons, and all expenses, including attorneys'
fees, resulting from any claim or cause of action of any nature, including clean up or
remedial action sought by private or governmental parties resulting from its
negligent, willful or wanton activities or breach of any of the representations,
warranties, covenants or agreement set forth in this Agreement.
The provision of insurance coverage set forth under Section 23 does not relieve the
Contractor or its subcontractors from liability under this indemnification clause.
The City agrees to protect, defend, hold harmless, and indemnify the Contractor, its
affiliates, officers, employees, and agents from and against any and all liability,
including but not limited to, liability, losses, penalties, claims and demands for
damages to property (real and/or personal), environmental contamination, personal
injury to or death of any person or persons, and all expenses, including attorneys'
fees, resulting from any claim or cause of action of any nature, including clean up or
NQ2636-CWI Missouri -Cape Girardeau_Agr_v6 0_CL_20141120 (2) Page 14
remedial action sought by private or governmental parties resulting from the
condition of the property or City facilities prior to any development, improvement or
operation by the Contractor, its negligent willful or wanton activities or breach of any
of the representations, warranties, covenants or agreement set forth in this
Agreement. Any tort liability of the City under this section shall be limited by the
liability for political subdivisions set forth in Section 537.610 of the Revised Statutes
of Missouri (the "Statute"), and shall be paid solely from the proceeds of the City's
liability insurance covering that occurrence; provided, however, and notwithstanding
the foregoing, (i) in the event (a) the City's insurer does not have the funds to satisfy
such tort liability; or (b) the City does not procure insurance to cover and satisfy such
tort liability with coverage amounts of at least the maximum amount the City would
be responsible for under the Statute, the limitation of payment being solely from the
proceeds of the City's liability insurance shall not apply in the case of items (a) and
(b) above; and (ii) the City shall be responsible for the payment of any deductibles or
retentions under such insurance. A current copy of the City's insurance shall be
provided to the Contractor by the Effective Date and anytime thereafter at the
Contractor's request.
25. Termination.
The City may terminate this Agreement if a plan mandating other arrangements is
adopted by the Southeast Missouri Solid Waste Management District (of which the
City is a member); provided, if an alternative for disposal requiring termination of this
Agreement is mandated by the Southeast Missouri Solid Waste Management
District, the City will give the Contractor six (6) months' prior written notice of such
termination.
The City may terminate this Agreement if the Contractor fails to perform or otherwise
breaches its material obligations under this Agreement. In the event of such failure
to perform, the City will give notice to the Contractor of such failure. If after thirty (30)
days of issuing the notice, the failure is not corrected or the Contractor has not
commenced in good faith to cure such failure (and, in the case of commencement to
correct, does not thereafter diligently proceed to cure such failure) this Agreement
may be terminated by the City; provided, however, if the Contractor has commenced
good faith efforts to cure such breach within such thirty (30) day period and such
breach cannot be reasonably cured within such period, the City cannot terminate this
Agreement as long as the Contractor continues to utilize such good faith efforts;
provided, that in no event shall the period to cure be longer than sixty (60) days
unless otherwise agreed to by the parties. If the Contractor fails to operate the
Contractor's hauling operation from the Leased Premises for the Initial Term, cease
accepting Solid Waste at its Jackson, MO Transfer Facility for the Initial Term,
deliver solid waste to the City's Multi -Use Facility for the Initial Term or to make
payment, such failure shall be a breach of a material obligation.
If the City terminates this Agreement on account of failure of the Contractor as set
out herein and the City then undertakes the Contractor's solid waste transportation
and disposal requirements using another party at greater expense to the City than
would have been incurred under the terms of this Agreement, then the Contractor
will be liable to the City for such additional reasonable cost(s) if such other party was
NQ2636-CWI Missouri -Cape Girardeau_Agr_v6 0_CL_20141120 (2) Page 15
secured through a competitive bidding process
The Contractor may terminate this Agreement if the City fails to perform or otherwise
breaches its material obligations under this Agreement. In the event of such failure
to perform, the Contractor will give notice to the City of such failure. If after thirty (30)
days of issuing the notice, the failure is not corrected or the City has not commenced
in good faith to cure such failure (and, in the case of commencement to correct,
does not thereafter diligently proceed to cure such failure) this Agreement may be
terminated by the Contractor; provided, however, if the City has commenced good
faith efforts to cure such breach within such thirty (30) day period and such breach
cannot be reasonably cured within such period, the Contractor cannot terminate this
Agreement as long as the City continues to utilize such good faith efforts; provided,
that in no event shall the period to cure be longer than sixty (60) days unless
otherwise agreed to by the parties. If the City fails to make payment, comply with
the exclusivity requirements or deliver waste to the Current City -Owned Transfer
Station or the Multi -Use Facility, such failure shall be a breach of a material
obligation.
Notwithstanding other provisions to the contrary, the Contractor shall have the option
to terminate the transportation and disposal portion of this Agreement upon six (6)
months' written notice to the City in the event the Missouri Department of Natural
Resources or any other governmental regulatory agency forces the Contractor to
cease its waste hauling or disposal operations.
In the event that a design/build contract for the construction of the Multi -Use Facility
has not been entered into by the City within eighteen (18) months after the Effective
Date hereof, this Agreement may be terminated by either party with ninety (90) days
written notice to the other party. The City shall notify Contractor the status of
entering into such contract upon request by Contractor.
26. Lease.
As of the Multi -Use Effective Date and when the Leased Premises may be occupied
and utilized by the Contractor pursuant to the Lease, the parties hereto shall execute
and deliver to each other the Lease. Notwithstanding anything to the contrary set
forth in this Agreement or the Lease, upon the execution and delivery of the Lease,
the parties agree that in the event of any termination or expiration of the Lease that
this Agreement shall automatically terminate upon such termination or expiration of
the Lease.
27. Force Majeure Events.
In the event either party is rendered unable, wholly or in part, to carry out its
performance hereunder as a result of a Force Majeure event, then the obligations of
such party, to the extent affected by such event, shall be suspended during the
continuance of any inability so caused but for no longer period, provided due
diligence is exercised by the party delayed to resume performance at the earliest
practicable time. Any time that such a party intends to rely upon the occurrence of
such an event to suspend performance, such party shall notify the other party as
soon as reasonably possible, setting forth the particulars of the situation. Notice
NQ2636-CWI Missouri -Cape Girardeau_Agr_v6 OCL 20141120 (2) Page 16
shall again be given when the effect of the occurrence of such event has ceased. If a
Force Majeure event continues for in excess of one hundred (180) days, either party
may terminate this Agreement upon written notice to the other party.
28. Contractor's Personnel/Equal Employment Opportunity.
The Contractor will not discriminate against any employee or applicant for
employment on the basis of race, color, religion, age, sex, or national origin. The
Contractor shall take affirmative action to ensure that applicants and employees are
treated fairly during employment without regard to race, color, religion, age, sex,
national origin, or handicap.
The Contractor shall employ only such superintendents, mechanics, drivers,
subcontractors and other workers who are careful, competent, and fully qualified to
perform the duties or tasks assigned to them. All workers shall have sufficient skill,
ability and experience to properly perform the work assigned to them and to operate
any equipment necessary for them to carry out their assigned duties.
29. Confidential Information.
(a) Except as required by Applicable Law, neither party shall, without the prior
written consent of the disclosing party, disclose (regardless of the form of disclosure)
any Confidential Information except to Recipients. The receiving party shall notify
any Recipients of the confidential nature of the Confidential Information, and the
receiving party hereby agrees to be responsible for any breach of the terms of this
Section by any Recipients of Confidential Information from the receiving party.
(b) If a party is legally required to disclose Confidential Information by Applicable
Law, the receiving party shall provide prompt notice of any judicial or other
governmental action or other Applicable Law requiring disclosure to the disclosing
party, and the disclosing party shall be afforded the opportunity (consistent with the
legal obligations of the receiving party) to exhaust all reasonable legal remedies to
maintain the Confidential Information in confidence.
(c) In the event that there is a breach by either party of the provisions of this
Section, the disclosing party shall be entitled to seek a temporary and permanent
injunction to restrain the receiving party from disclosing in whole or in part any
Confidential Information, as prohibited hereunder.
(d) Upon the expiration of the term of this Agreement or the earlier termination of
this Agreement, each party shall, promptly upon request, return or cause to be
returned to the other party all Confidential Information then held by such or any of its
agents, representatives or employees; provided that both parties may retain one
copy of any documents retained solely for the purpose of compliance with Applicable
Law or document retention policies.
30. Assignment and Subcontracting.
No assignment of this Agreement or any right occurring under it shall be made in
whole or part by the Contractor without the express written consent of the City,
which such consent shall not be unreasonably withheld, delayed or conditioned.
Notwithstanding the foregoing sentence, the Contractor may assign this Agreement
to an affiliate of the Contractor. In the event of any assignment, the assignee shall
assume the liability of the Contractor. The Contractor may subcontract any of its
obligations under this Agreement with the express written consent of the City, not be
unreasonably withheld, delayed or conditioned, however, the Contractor shall
continue to be primarily responsible for the performance of these obligations under
this Agreement.
NQ2636-CWI Missouri -Cape Girardeau_Agr_v6 0_CL_20141120 (2) Page 17
31. Bankruptcy.
This Contract shall terminate in the case of bankruptcy, voluntary or involuntary, or
insolvency of the Contractor. In the case of bankruptcy, such termination shall take
effect on the day and at the time the bankruptcy is filed.
32. Law to Govern.
This Agreement shall be governed by the internal laws of the State of Missouri
without giving effect to any choice or conflict of law provision or rule, both as to
interpretation and performance.
33. Right to Require Performance.
The failure of a party at any time to require performance by the other party of any
provisions hereof shall in no way affect the right of such party thereafter to enforce
same. Nor shall waiver by a party of any breach of any provisions hereof be taken
or held to be a waiver of any succeeding breach of such provisions or as a waiver of
any provision itself.
34. Point of Contact.
The City will designate in writing a person to act as the City's representative. The
Contractor will designate in writing a person to act as the Contractor's
representative.
35. [RESERVED]
36. Notice.
A letter addressed and sent by certified United States mail to either party shall be
sufficient notice whenever required for any purpose in this Agreement. Any notice
required shall be written and sent to each party's local business address. Such
notice shall be deemed effective on the date personally served or when actually
received. Notice that a party intends to rely upon the occurrence of a force majeure
event may be given verbally, provided that written notice is provided immediately
following such verbal notification.
37. E -Verify.
In accordance with Missouri law and statute, the Contractor agrees to register with
and use a federal immigration verification system, to determine the work eligibility
status of new employees performing services within the state of Missouri. A federal
immigration verification system means the electronic verification of the work
authorization program of the Illegal Immigration Reform and Immigration
Responsibility Act of 1996, 8 U.S.C. 1324 a, otherwise known as the E -Verify
Program, or an equivalent federal program designated by the United States
Department of Homeland Security or other federal agency authorized to verify the
work eligibility status of a newly hired employee pursuant to the Immigration Reform
and Control Act of 1986. The Contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this section
pursuant to the requirements of state law and 8 U.S.C.A 1324b. The Contractor shall
require any subcontractor to comply with the provisions of this section.
38. Entire Agreement; No Other Representations and Warranties.
This Agreement and the Lease constitute the entire agreement between the City and
the Contractor relating to the subject matter of this Agreement and supersede all
prior written and oral agreements and understandings and all contemporaneous oral
representations or warranties in connection therewith. Neither party hereto has
NQ2636-CWI Missouri_Cape Girardeau_Agr_v6 0_CL_20141120 (2) Page 18
made and makes any representations or warranties, expressed or implied, except as
specifically set forth in this Agreement, and each party hereto hereby expressly
acknowledges that no such representations or warranties have been made by the
other party.
39. Facsimile Signatures; Counterparts.
Facsimile signatures of the parties shall be acceptable for all purposes. This
Agreement may be executed in two or more originals, facsimile or pdf counterparts,
each of which shall be deemed an original and all of which together shall constitute
but one and the same instrument.
40. Severability.
If any term or provision of this Agreement should be held invalid or unenforceable,
the parties to this Agreement shall endeavor to replace such invalid terms or
provisions by valid terms and provisions that correspond to the best of their original
economic and general intentions. The invalidity or unenforceability of any term or
provision of this Agreement shall not be deemed to render the other terms or
provisions of this Agreement invalid or unenforceable.
41. Third Party Beneficiaries.
This Agreement is intended to be solely for the benefit of the parties hereto and their
successors and permitted assignees and is not intended to and shall not confer any
rights or benefits on any other third party not a signatory to this Agreement.
42. Waiver of Damages.
Neither party hereto shall be liable to the other party for any loss of use or lost profits
damages arising under or out of this Agreement or the transactions contemplated in
this Agreement.
43. Dispute Resolution. In the event of any dispute or controversy between the
parties, both parties agree that the Circuit Court of Cape Girardeau County, Missouri
shall have exclusive jurisdiction to determine all issues between them. Provided,
however, if a dispute arises out of or relates to this Agreement, or the breach
thereof, and if dispute cannot be settled through negotiations, the parties agree to try
in good faith to settle the dispute by non-binding mediation under the JAMS
Mediation Guidelines as a condition precedent to filing any action with the Circuit
Court of Cape Girardeau, Missouri. Such mediation shall be held in Cape Girardeau
County, Missouri.
(Signature page to follow)
NQ2636-CWI Missouri -Cape Girardeau_Agr_v6 0_CL_20141120 (2) Page 19
Jig
This Agreement is made and entered into this CU ._ day
201X ,5
ATTEST:
of
Gayle L. onrad
City Cle
Contractor
CWI of Missouri, Inc.
By: 4 --
Name:
Name:T,-osf
Title: Ares. Pl-r±5 Ycf
NQ2636-CWI Missouri Cape Girardeau_Agr_v6 0_CL_20141120 (2) Page 20
ATTACHMENT A
FEES AND PAYMENTS
Solid Waste Processing Fee
$7.75 per ton
Solid Waste Transportation and Disposal Fee
See Attachment A-1
Bio -Solid Cake Services Fee
See Attachment A-2
Monthly Container Rental Fee
See Attachment A-3
Container Transportation Fee
See Attachment A-4
The Solid Waste Processing fee shall increase by three percent (3%) upon the first
anniversary of the Effective Date and each year thereafter until the fifth anniversary of
the Effective Date at which time the Solid Waste Processing fee shall be adjusted by the
CPI Adjustment.
ATTACHMENT A-1
Solid Waste Transportation and Disposal Fee
City Operating Transportation and Disposal Fees
from;
rom the City of Cape Girardeau's Existing Municipal Solid Waste from Transfer
Station at 2500 block South Sprigg Street, Cape Girardeau, Missouri
Price per Ton
Transportation
(which the parties
agree that the price
Year
per ton below shall Disposal (includes
be adjusted monthly
Total Price per Ton (not
state and county fees
utilizing the Fuel
including the Fuel Adjustment if
Adjustment of $3.61 as of the
for
applicable)
each $.01 incrrease in Effective Date)
increase
fuel over $3.75, the
price per ton
increases by $.01))
1
$ 13.00 $ 22.40
$ 35.40
2
$ 13.39 $ 23.07
$ 36.46
3
$ 13.79 $ 23.76
$ 37.56
4
$ 14.21 $ 24.48
$ 38.68
5
$ 14.63 $ 25.21
$ 39.84
Determined utilizing Determined utilizing
Year 6
Fuel Adjustment and CPI Adjustment for
Determined utilizing applicable
thru
CPI Adjustment for each contract year
Price per Ton for Transportation
contract
each contract year based upon the prior
and Disposal for the applicable
based upon the prior
ear's price per ton year's price per ton
year
ATTACHMENT A-1
Solid Waste Transportation and Disposal Fee
City Operating Transportation and Disposal Fees
from the City of Cape Girardeau's Multi -Use
Facility near 2007 Southern Expressway, Cape Girardeau, Missouri
Price
per Ton
Transportation (which
the parties agree that
the price per ton
below shall be
adjusted monthly
Disposal (includes
Total Price per Ton (not
Year
utilizing the Fuel
state and county fees
including the Fuel Adjustment if
Adjustment for
of $3.61 as of the
applicable)
each $.01 increase
e in
Effective Date)
fuel over $3.75, the
price per ton
increases b $.01
1
$ 13.00
$ 22.40
$ 35.40
2
$ 13.39
$ 23.07
$ 36.46
3
$ 13.79
$ 23.76
$ 37.56
4
$ 14.21
$ 24.48
$ 38.68
5
$ 14.63
$ 25.21
$ 39.84
Determined utilizing
Year 6
Fuel Adjustment and
Determined utilizing
CPI Adjustment for
Determined utilizing applicable
thru
CPI Adjustment for
each contract year
Price per Ton for
contract
each contract year
based upon the prior
Transportation and Disposal for
based upon the prior
year's price per ton
the applicable year
ear's price per ton
ATTACHMENT A-2
Bio -Cake Services Fee
Transportation and Dis osal Fees for the Bio -Solid Cake Services.
Disposal (including
Year
Transportation Transportation
State Tonnage
Fees, County Fees
$_ Per Haul $_ per CY
and other applicable
Fees
1
$240.00 N/A
$33.00
2
$247.20 N/A
$34.00
3
$254.60 N/A
$35.00
4
$262.20 N/A
$36.06
5
$278.20 N/A
$37.14
Year 6 thru Contract
Determined utilizing N/A
Determined utilizing
Term
Fuel Adjustment
CPI Adjustment for
and CPI Adjustment
each contract year
for each contract
based upon the
year based upon
prior year's disposal
the prior year's price
fee
per haul
erased on zu yard sludge box
ATTACHMENT A-3
Monthly Container Rental Fee
Monthly container Rental Fee for each container, including delivery and pick-up
cost, but excluding transportation and dis osal costs.
0) cubic yard open-
Forty (40) cubic yard
ntainer, dollars per
closed -top container,
month
dollars er month
$30.00
$50.00
$31.00
$51.00
#Term
$32.00
$53.00
$33.00
$55.00
$34.00
$58.00
Year 6mined
utilizing CPI
Determined utilizing CPI
stment for each
Adjustment for each
ct year based upon
contract year based upon
the prior year's price per
the prior year's price per
rental fee
rental fee
ATTACHMENT A-4
Container Transportation Fee
Transportation Fees for container. Transportation can be either per ton or per
cubic yard. Disposal
Fee to be the same as Attachment A-1.
Transportation Forty (40)
Transportation Forty (40)
Year
cubic yard open -top
cubic yard closed -top
container, per haul
container, per haul
1
$100.00
$100.00
2
$103.00
$103.00
3
$106.00
$106.00
4
$109.00
$109.00
5
$112.00
$112.00
Year 6 thru Contract Term
Adjusted utilizing Fuel
Adjusted utilizing Fuel
Adjustment and CPI
Adjustment and CPI
Adjustment for each
Adjustment for each
contract year based upon
contract year based upon
the prior year's
the prior year's
transportation fee
transportation fee
ATTACHMENT B
TECHNICAL SPECIFICATIONS FOR
SOLID WASTE TRANSPORTATION AND DISPOSAL
CITY OF CAPE GIRARDEAU, MISSOURI
Solid Wastes Handling:
Quantities:
City makes no guarantee of minimum or
Trailers less than 7 years old and in
maximum daily, monthly or annual
undamaged condition at the Effective
quantities of Solid Waste which may
Date. Minimum quantity: 5
require transportation and disposal.
Solid Wastes to be Transported and
• Municipal waste
Disposed by Contractor
. Bulky waste
Maximum 50 FT trailers.
• Construction and demolition waste
• Wood wastes and lumber
• Soil, rock, concrete and related inert
solids relatively insoluble in water
• Incinerator and air pollution control
residues generated from facilities
exempted under Section 10 CSR
80.2.020(9)(A)2 of the Missouri Solid
Waste Rules
• Grit and screenings from City's WWTP
• Large dead animals and large
quantities of small dead animals
collected by the City from City nuisance
abatement and public works activities
• Biosolids cake from City's WWTP
Solid Wastes NOT accepted at Transfer
. Regulated quantities of hazardous
Station
waste
• Radioactive materials
• Explosives
• Infectious wastes as provided by 10
CSR 80-7.0101.
Other Excluded Wastes listed in RFP
Requested transfer tractor/trailer configuration: Identify on Submittal Form the
size, type, and capacity of trailers proposed
Tractor/Trailers:
Trailers less than 7 years old and in
undamaged condition at the Effective
Date. Minimum quantity: 5
Trailer Capacity:
Minimum Usable Capacity: 110 Cubic
Yards and 24 ton legal payloads.
Trailer Length:
Maximum 50 FT trailers.
Trailer Width and Height:
Standard — Legal for over the road in all
states where waste may be hauled.
Trailer Type:
Top Loading trailer- live/walking floor or
ti er unloadin .
Trailer Construction Type:
Aluminum body: High impact design
suitable for solid waste types listed without
resulting in visible exterior damage.
Maximum one single top cross-bar/brace
centered in trailer.
Tailgate:
Side swing gate: Clarify if others type
Proposed.
Tarping/Roof:
Tarp system — must be provided and
maintained free of holes or gaps to prevent
Tractors:
all releases during transport of solid waste.
Compatible with trailers and suitable for
over the road use.
Containers for Rental:
Size:
50 cubic ard.
Type:
Construction Body:
Closed -top and open -top.
Steel body and frame
Tarping/Roof:
Closed -top: same as body and frame
Open -top: tarp system or method of
coven .
Disposal Requirements:
Disposal Site(s):
te of Missouri or out of State.
olid Waste Landfill.
nd licensed to operate by the
Tabove
e it is located. Permitted and
receive types of waste listed
ding the City's special waste
biosolids cake).
Capacity:
Document sufficient air space available
and reserved specifically for the City's
Solid Waste for the term of this
Agreement. For purposes of establishing
available capacity assume: 30,000 tons
per year for the term of this Agreement.
Alternate Landfill:
Identify location of back up disposal site, if
designated site becomes un -available.
Assume no increase in cost to the City for
use of Alternate site.
Performance Requirements:
Haul and Disposal Operations:
Monday through Friday, except City
Holidays.
No interruption in services. Contractor
shall pay for full cost of alternative haul
and disposal during any such service
interruption.
Ensure empty trailers are always available
during operating hours.
Loading of Trailers:
Bv Citv.
Placement and removal of Trailers in load
By City.
out Tunnel and on site:
Trailer Movement on site:
B Cit .
Trailer Tarping:
By Citv.
Turn -Around:
Containers/trailers emptied and returned
within 24 hours.
Cleanliness:
Monitor roadways and clean up any
materials released, spilled or blown out
during course of transport or caused by
other events while in transport.
Appearance:
Trailers are to be kept clean on the
exterior.
Information displayed on tractors and
trailer: Only information required by DOT,
applicable laws and contact phone number
to report in appropriate behavior. No
advertisement, logos or messaging without
City approval.
Other:
Use care and safe practices in operating
and handling equipment.
Prompt and complete maintenance.
Comply with applicable laws.
Properly licensed drivers.
ATTACHMENT C
INSURANCE REQUIREMENTS
Workers' Compensation and Employers' Liability Insurance This insurance shall
protect Contractor against all claims under applicable state workers' compensation laws,
including coverage as necessary for the benefits provided under the United States
Longshoremen's and Harbor Workers' Act and the Jones Act. Contractor shall also be
protected against claims for injury, disease, or death of employees which, for any
reason, may not fall within the provisions of a workers' compensation law. This policy
shall include an "all states" or "other states" endorsement.
The liability limits shall be not less than:
Workers' compensation
Employers' liability
Statutory
$2,687,594*
Commercial General Liability Insurance This insurance shall be occurrence type
written in comprehensive form and shall protect CONTRACTOR, and OWNER and
ENGINEER as additional insureds, against claims arising from injuries, sickness,
disease, or death of any person, or damage to property arising out of performance of
the Work. The policy shall also include personal injury liability coverage, contractual
liability coverage, completed operations and products liability coverage, and coverage
for blasting, explosion, collapse of buildings, and damage to underground property.
The liability limits shall not be less than:
Bodily injury and $2,687,594 combined single
property damage limit for each occurrence*
$403,139 each person*
Comprehensive Automobile Liability Insurance This insurance shall be occurrence
type written in comprehensive form and shall protect CONTRACTOR, and OWNER and
ENGINEER as additional insureds, against all claims for injuries to members of the
public and damage to property of others arising from the use of motor vehicles, either
on or off the Project site whether they are owned, non -owned, or hired.
The liability limits shall be not less than:
Bodily injury and $2,687,594 combined single
property damage limit for each occurrence*
$403,139 each person*
*Plus increases as provided by Section 537.610 RSMo.
ATTACHMENT D
SITE LEASE AGREEMENT
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") dated 201_ (the "Lease
Effective Date") by and between the CITY OF CAPE GIRARDEAU, MISSOURI
("Lessor") and CWI OF MISSOURI, INC., a Missouri corporation ("Lessee").
RECITALS:
WHEREAS, Lessor is the owner of certain real property consisting of
approximately _ (_) acres (the "Lessor Property"), as shown and described on
Exhibit "A" attached hereto and incorporated herein.
WHEREAS, Lessor and Lessee are parties to that certain Agreement for Solid
Waste Services dated 201_ (the "Agreement"), pursuant to which Lessor
has agreed to design, permit and construct a "Multi -Use Facility" (as defined in the
Agreement) on the Lessor Property.
WHEREAS, pursuant to the Agreement and upon completion of the Multi -Use
Facility, Lessor has agreed to lease to Lessee a portion of Lessor's Property shown and
described on Exhibit "A" attached hereto and incorporated herein, located at 2055
Corporate Circle, Cape Girardeau, MO 63703, consisting of an office building of
approximately 1,500 square feet, and adjacent vehicle, equipment and truck parking
(the "Premises").
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and confessed, the parties hereto agree as follows:
DEMISE
Lessor does hereby lease, let and demise to Lessee, and Lessee hereby leases
from Lessor, the Premises upon the terms and conditions set forth herein and in the
Terms of Lease and Exhibits attached hereto. In addition, Lessor also grants Lessee
the non-exclusive right, irrevocable during the Term of this Lease, to use one of the
existing maintenance bays located on the Lessor Property and having an address of
2007 Southern Expressway, Cape Girardeau, MO 63703 (the "Maintenance Bay"),
which Maintenance Bay shall be agreed upon by Lessor and Lessee prior to the Lease
Effective Date of this Lease. The Maintenance Bay shall be deemed part of the Leased
Premises. Lessor also grants to Lessee, its customers, guests, invitees, employees,
agents and licensees all easements, rights and privileges appurtenant to the Premises,
including the exclusive right to use the parking areas, driveways, roads, alleys, means
of ingress and egress and other portions of the Lessor Property as reflected in Exhibit
"A»
TERM
The term of this Lease shall commence on the Lease Effective Date of this
Lease, and shall continue thereafter until the expiration or earlier termination of the
Agreement (the "Term").
RENT
The monthly rent during the Initial Term shall be One Thousand Five Hundred
and 00/100 Dollars ($1,500.00) (the "Monthly Rent"). In addition, Lessee shall pay
Lessor a monthly user fee equal to Three Thousand Five Hundred and 00/100 Dollars
($3,500.00) (the "Monthly Use Fee"). The Monthly Rent and the Monthly Use Fee shall
begin to accrue on the Lease Effective Date.
TERMS OF LEASE
ARTICLE 1 - RENT
1.1. Rent. Monthly Rent and the Monthly Use Fee shall be due and payable on
the first day of each month during the Term of this Lease, beginning with the first
payment due on the Lease Effective Date. If the Lease Effective Date of the Term is not
the first day of a month, the Monthly Rent and the Monthly Use Fee for the first and last
month of the Term shall be prorated accordingly. Failure to promptly pay the Monthly
Rent and the Monthly Use Fee shall be considered a default of the terms of this Lease.
ARTICLE 2 - TAXES, UTILITIES AND INSURANCE
2.1. Real Estate and Personal Property Taxes and Assessments. Lessor
shall pay, as the same become due and payable, any real estate taxes, assessments
and charges of any kind whatsoever accruing during the Term thereafter that may at
any time be lawfully assessed or levied against Premises. Lessee shall pay, as the
same become due and payable, all personal property taxes, assessments and charges
of any kind whatsoever accruing upon commencement of the Lease and during the
Lease term thereafter that may at any time be lawfully assessed or levied against or
with respect to Lessee's machinery, equipment or other property constructed, installed
or brought in or on the Premises by Lessee, unless the same are being contested in
good faith by Lessee, in which event Lessee shall bond or deposit with Lessor an
amount equal to said taxes, assessments or charges. Lessor shall pay, as the same
become due and payable, all other taxes, assessments and charges of any kind
whatsoever.
2.2. Utilities. Lessor shall pay or cause to be paid all charges for water, sewer,
gas, electricity, light, heat, power, and other utility services used, rendered or supplied
to the Premises, accruing during the Term of this Lease. Lessee shall pay, as the same
shall become due and payable, any charges for telephone services used by Lessee.
2.3. Insurance. At all times during the Term of this Lease, Lessee shall, at its
own expense, maintain and provide general liability insurance as set out in Attachment
C of the Agreement insuring improvements placed on the Premises by Lessee for the
benefit and protection of Lessor and Lessee. All such insurance policies shall name
Lessor as an additional insured. Copies of certificates evidencing the existence and
amounts thereof shall be delivered to Lessor by Lessee prior to the Lease Effective
Date. Should any such insurance expire or be canceled during the term of this Lease,
Lessee shall promptly provide Lessor with renewal or replacement certificates.
2.4 Damage. If the improvements on the Premises are damaged by fire,
windstorm, flood or other casualty, Lessor shall, at its sole cost and expense, promptly
repair or restore the improvements. If such casualty adversely affects Lessee's use of
the Premises, Lessee shall receive an abatement of rent in proportion to the extent of
the interference until such time as the repair, restoration or reconstruction is completed,
but in no event shall Lessor's repair, restoration or reconstruction take longer than one
hundred eighty (180) days from the date of such casualty. If Lessor has not completed
its repair, restoration or reconstruction of the improvements within such one hundred
eighty (180) day period, for any reason whatsoever, Lessee shall have the right to
terminate this Lease upon written notice to Lessor.
ARTICLE 3 - USE AND QUIET ENJOYMENT
3.1. Use. Lessee may use the Premises for office and administrative uses,
vehicle, equipment and container repair, maintenance, parking and storage, and other
lawfully permitted uses.
3.2. Quiet Enjoyment. Lessee shall, at all times during this Lease, peaceably
and quietly enjoy the Premises without any disturbance from Lessor or from any other
person claiming through Lessor.
3.3. Assignment and Sublet. Lessee may not sublease the Premises or assign
its rights under this Lease in whole or in part without the prior written consent of Lessor,
not to be unreasonably withheld, except that no consent shall be required in connection
with an assignment or sublet to an affiliate of Lessee.
ARTICLE 4 - CONDITION OF PREMISES; ENVIRONMENTAL
4.1. Compliance with Law. Lessor shall deliver the Premises to Lessee in
compliance with all laws, orders and regulations of federal, state and municipal
authorities and with any lawful direction of any public officer. Lessee agrees to comply
with all laws, orders and regulations of federal, state and municipal authorities and with
any lawful direction of any public officer which shall impose any duty upon Lessee with
respect to Lessee's specific use of the Premises. Each party shall, at its own expense,
obtain all required licenses or permits necessary for the compliance with the terms of
this Section.
4.2 Maintenance and Repairs by Lessee. Except as otherwise provided in
section 4.3 below, throughout the term of this Lease, Lessee shall, at Lessee's sole cost
and expense, keep the interior, non-structural portions of the Premises in neat and
orderly condition, typical for the type of use being conducted by Lessee on the
Premises. Notwithstanding anything to the contrary set forth herein, in no event shall
Lessee be responsible in any way for any of the following:
(a) Costs of repairs or other work occasioned by fire, windstorm or other
insured casualty.
(b) Costs of repairs or rebuilding necessitated by condemnation.
(c) Any costs, fines or penalties relating to environmental investigation
or remediation on, in or under the Premises not resulting from the acts or omissions of
Lessee, its agents and contractors.
4.3 Maintenance, Repair and Replacement by Lessor. Lessor shall be
responsible for the maintenance, repair and replacement of (a) any structural
components including, without limitation, the roof, roof membrane, load bearing walls
and floor slabs and masonry walls and foundations, (b) the plumbing system, (c) the
electrical system, (d) the utility lines and connections to the Premises, (e) the parking
lot, driveways, entrances, exterior lighting, and landscaping, and (f) the sprinkler mains,
if any. Further, Lessor shall be responsible for the replacement, maintenance and
repair of the of the major parts of the heating, ventilation, and air conditioning system.
4.4 Environmental. Lessor shall indemnify, defend and hold harmless Lessee,
its directors, officers, employees, and agents, from and against any and all losses,
claims, suits, damages, judgments, penalties, and liability including, without limitation,
all (i) out-of-pocket litigation costs, investigation or remediation costs, and reasonable
attorneys' fees, (ii) all damages (including consequential damages), directly or indirectly
arising out of any non—compliance with "Environmental Laws" (hereinafter defined) by
the Lessor or the presence, use, generation, storage, release, threatened release or
disposal of "Hazardous Materials" (hereinafter defined) on, under or in the Premises
before or after the Commencement Date by or due to the actions or omissions of any
person other than Lessee. Hazardous Materials shall include but not be limited to
substances defined as "hazardous substances," "hazardous materials," or "toxic
substances" in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et sec.; the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801 et seg.; the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.; the common law; and
any and all state, local or federal laws, rules, regulations and orders pertaining to
environmental, public health or welfare matters, as the same may be amended or
supplemented from time to time and shall include, but not be limited to, gasoline,
kerosene, other flammable or toxic petroleum products, pesticides, herbicides, materials
containing asbestos or formaldehyde, and radioactive materials. The provisions of this
paragraph shall survive the expiration or earlier termination of this Sublease.
ARTICLE 5 - MISCELLANEOUS
5.1. Indemnification. Each party will indemnify and save harmless the other of
and from any and all fines, suits, claims, demands, penalties, losses and actions
(including attorneys' fees) for any injury to persons or damage to or loss of property in
or about the Premises caused by the negligence, willful misconduct or breach of this
Lease by such party, its agents, employees, business invitees or guests, or arising from
such party's use of the Premises, subject to the provisions and the liability limits set out
in Section 24 of the Agreement as of the Lease Effective Date.
5.2. Relationship of Parties. The relationship between the parties hereto shall
be solely as set forth herein and neither party shall be deemed the employee, agent,
partner or joint venturer of the other.
5.3. Binding Effect. All of the terms, covenants, conditions and provisions of
this Lease, whether so expressed or not, shall be binding upon, inure to the benefit of,
and be enforceable by the parties and their respective administrators, executors, other
legal representatives, heirs and permitted assigns.
5.4. Authority. Lessor and Lessee each represent and warrant that they have
the full right and authority to enter into this Lease and that the person signing on behalf
of Lessee or Lessor has been duly authorized to do so by appropriate action.
5.5. Waiver of Lessor's Lien. Lessor hereby waives any contractual, statutory
or other Lessor's lien on Lessee's furniture, fixtures, supplies, equipment, and inventory.
5.6. Notice. All notices, requests, demands or other communications which may
be or are required or permitted to be served or given hereunder (in this Article
collectively called "Notices") shall be in writing and shall be sent by registered or
certified mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service to Lessee or to Lessor at the address set forth below. Either
party may, by notice given as aforesaid, change its address for all subsequent notices.
Notices shall be deemed given when received in accordance herewith.
To Lessee: City of Cape Girardeau, Missouri
Attn:
To Lessee: CWI of Missouri, Inc.
Attn:
5.7 Counterparts. This Lease may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one document. A
".pdf' signature of either party hereto shall be deemed an original.
IN WITNESS WHEREOF, the parties have caused this Lease to be executed on
their behalf as of this day of , 20
LESSEE:
CWI OF MISSOURI, INC.
By:
Name:
Title:
LESSOR:
CITY OF CARE G)RARDEAU, MISSOURI
Name:- z, !�
Exhibit A
PREMISES
I
PERIMETER I
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Trailer Parking/container 1
10,000 SF* I
Truck spaces (8)* I
I
1,500 SF office*�
wo
Car parking (6)* �'
/ 1 1 I TRUCK
/ SPACES
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TRANSFER I t
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*Based on information available at the time of the RFP submittal on Oct 6th, 2014.