CCR2020101-Recycling and Refuse Contract 1-13-21
SOLID WASTE SERVICES CONTRACT
For the City of Muskego (“City”)
City Representative
Scott Kroeger
Director of Public Works
W182 S8200 Racine Ave.
Muskego, WI 53150
262-679-5686
GFL Muskego, LLC (“Contractor”)
Contractor Representative
Jason Johnson
W144 S6350 College Court
Muskego, WI 53150
262-893-9156
Contract Effective Date: February 1, 2021
TABLE OF CONTENTS
PART 1 – GENERAL TERMS AND CONDITIONS ....................................................... 3
ARTICLE 1 – DEFINITIONS AND INTERPRETATION ................................................... 4
ARTICLE 2 – EXCLUSIVE CONTRACT ......................................................................... 9
ARTICLE 3 – SERVICES PROVIDED .......................................................................... 10
ARTICLE 4 – CONTRACTOR SERVICE FEE .............................................................. 16
ARTICLE 5 – COMPLIANCE WITH APPLICABLE LAW ............................................... 20
ARTICLE 6 – RECORDS, REPORTING AND AUDITS ................................................ 21
ARTICLE 7 – INDEMNITIES, INSURANCE, SURETY .................................................. 24
ARTICLE 8 – BREACHES, DEFAULTS AND REMEDIES ............................................ 29
ARTICLE 9 – SUSPENSION OR TERMINATION ......................................................... 37
ARTICLE 10 – TRANSFER OR ASSIGNMENT OF CONTRACT ................................. 41
ARTICLE 11 – INTERPRETATION OF CONTRACT .................................................... 42
ARTICLE 12 – THE PARTIES ....................................................................................... 43
ARTICLE 13 – TERM OF CONTRACT ......................................................................... 45
ARTICLE 14 – CHANGE IN SCOPE OF SERVICE ...................................................... 46
ARTICLE 15 - AMENDMENTS ..................................................................................... 47
ARTICLE 16 – NOTICES, CONSENTS, APPROVALS, ETC. ....................................... 48
ARTICLE 17 – STATE TIPPING FEES. ........................................................................ 48
ARTICLE 18 – EXECUTION OF CONTRACT .............................................................. 49
SCHEDULES ............................................................................................................... 50
SCHEDULE 1 – CONTRACT SERVICES AND COST SUMMARY .............................. 51
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SCHEDULE 2 – COLLECTION CONTRACT COMPLIANCE ITEMS RELATED TO
RECYCLING CONTAINERS AND DELIVERY OF RECYCLABLES TO
A LICENSED MRF ............................................................................. 52
SCHEDULE 3 – CONTRACTOR FINANCIAL ASSURANCE ........................................ 53
SCHEDULE 4 – CONTRACTOR EVIDENCE OF INSURANCE ................................... 54
SCHEDULE 5 – CONTRACTOR AFFIDAVIT CERTIFYING ACCESS TO SUFFICIENT
LANDFILL CAPACity ........................................................................ 55
SCHEDULE 6 – ANNUAL RATE ADJUSTMENT ......................................................... 56
SCHEDULE 7 – SAMPLE MONTHLY INVOICE ........................................................... 57
SCHEDULE 8 – BULKY ITEM DIVERSION PROGRAM .............................................. 58
SCHEDULE 9 – EMERGENCY BACK-UP COLLECTION SERVICE PLAN ................. 59
SCHEDULE 10 – CUSTOMER COMPLAINT & BILLING DISPUTE RESOLUTION ..... 60
SCHEDULE 11 – UNPERMITTED WASTE SCREENING PROTOCOL ....................... 61
SCHEDULE 12 – CUSTOMER EDUCATION PLAN ..................................................... 62
SCHEDULE 13 – ROUTE MAPS, SHEETS, AND CHANGE REQUESTS ................... 63
SCHEDULE 14 – RECYCLING RECEPTACLES INVENTORY .................................... 64
SCHEDULE 15 – MONTHLY & ANNUAL REPORTS (SAMPLES) ............................... 65
SCHEDULE 16 – PROTOCOL FOR DELIVERY OF RECYCLABLES TO THE
DESIGNATED MRF .......................................................................... 66
SCHEDULE 17 – VEHICLES, DRIVERS AND EQUIPMENT ....................................... 67
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THIS CONTRACT (“Contract”) is made and entered into this ____ day of _________,
2020, by and between the City of Muskego (hereinafter “City”) and GFL Muskego, LLC, a
Wisconsin limited liability company (hereinafter “Contractor”).
PART 1. GENERAL TERMS AND CONDITIONS
RECITALS:
WHEREAS, the City recognizes that it is desirable that provisions be made for the regular
and efficient Collection of Solid Waste (including Refuse and Recyclables) within the legal
boundary limits of the City; and
WHEREAS, the City desires that an independent Contractor be utilized to perform said
Collection services for properties within the legal boundary limits of the City and desires to enter
into a Contract granting the Contractor the exclusive right to Collect the weekly generated Solid
Waste materials from all single family and eligible multi-family Residential Customers within the
City limits; and
WHEREAS, the City desires to reduce costs by minimizing the amount of Solid Waste
being disposed in landfills, and increasing the amount of recyclable materials recovered within the
City limits; and
WHEREAS, the City is the Responsible Unit for Recycling under Wisconsin Statutes §
287.09, must implement an “effective Recycling program” under Wisconsin Statutes § 287.11 for
the benefit of it’s citizens, and has executed a public procurement process to obtain the services
herein described; and
NOW, THEREFORE, in consideration of the premises set forth herein, and for other good
and valuable consideration, the receipt whereof is hereby acknowledged, the parties agree as
follows.
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ARTICLE 1. DEFINITIONS AND INTERPETATION
1.01 INTERPRETATION
A. Plurality. Words importing the singular number mean and include the plural number, and
vice versa, unless the context demands otherwise.
B. Headings, Font. Any caption or heading after the ATTACHMENT, EXHIBIT,
ARTICLE, Section, lettered subsection, Arabic-numbered subsection or Roman-
numbered subsection and numbered lists preceding the operative text of this
Contract is for convenience of reference only and does not in any way control or
affect the scope, intent, meaning, construction, interpretation, or effect of this
Contract.
C. Examples. Examples are for purpose of illustration only. If any example is ambiguous
or conflicts with the text that it illustrates, the text governs.
1.02 DEFINITIONS
Affiliate means a person that, directly or indirectly, through one or more intermediaries, controls,
or is controlled by, or is under common control with, Contractor. For the purpose of this definition,
“control” has the meaning provided in Rule 144 of the Securities Act of 1993.
Bulky Items means the following items generated at residential premises and discarded at
residential Set-out Sites, with no one item exceeding 50 pounds in weight:
furniture, including metal desks, mattresses and storage cabinets,
tied rolls of carpeting meeting the following requirements:
not larger than 12 inches in diameter
no longer than 4 feet in length
sinks, concrete laundry tubs, and cast iron plumbing fixtures,
windows and doors,
large toys,
bicycles,
dismantled swing sets,
up to 5 securely tied bundles of lumber per Customer each month, meeting the following
requirements:
not larger than 18 inches in diameter
no longer than 4 feet in length
free of nails or with nails bent over
from construction projects, including garages and sheds.
lawn mowers and snow blowers with no gas or oil in them,
any item (other than lumber) that can be cut or broken down meeting the following
requirements: not longer than 6 feet in length.
appliances such as stoves, refrigerators, washers, dryers, etc.
Christmas Trees
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Tires (One per week)
Bulky Items does not mean any item weighing in excess of 50 pounds or any of the following:
material generated at non-residential premises, including commercial business
operations,
Yard Waste and branches,
sod, soil and stone,
broken concrete and asphalt,
brick, block, and stone,
railroad ties or similar type of retaining wall timbers,
remodeling debris, including shingles,
animal waste,
liquids, including paint,
Hazardous Waste,
fuel oil tanks,
any automotive parts including vehicle batteries other than one tire per week/unit.
Collect, Collection, Collecting or other form thereof means any or all Solid Waste pickup(s) made
by Contractor as required by this Contract.
Contract Service Area means the land within the political boundaries of the City.
Contract Service Assets means tangible propertyused by Contractor in performing Contract
services, including vehicles and Receptacles.
Contractor Documentation means all documents, papers or other which the Contractor is
obligated to provide to the City.
Contractor Payment Obligations means amounts due and payable by Contractor to City,
including liquidated damages, compensatory damages, as provided in this Contract.
Contractor Representative means the person named by Contractor and identified on the Contract
Cover page and Section 16.01 to fulfill the requirements of Section 12.07(B).
County means the County of Waukesha, WI.
Customer or Customers means a person for whom the City is arranging for Solid Waste
Collection services from Contractor.
Designated MRF means a licensed Material Recovery Facility selected by Contractor to deliver
recyclable materials collected pursuant to this Agreement.
Disposal or Dispose or other form thereof means final disposition or destruction of materials in
accordance with this Contract.
Diversion or Divert means activities that reduce or eliminate the amount of Solid Waste from land
Disposal.
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Goods or services means Contract Service Assets used to provide Contract services, including
labor, leases and subleases, equipment, and supplies
.
Hazardous Waste means any material or substance which, as of the Contract Date, and for the
duration of this Contract (adopting any future changes in the statutory definitions of the following
statutes or regulations or any newly promulgated statutes or regulations), and by reason of its
composition or characteristics is (a) Hazardous Waste, substance or material as defined in the Solid
Waste Disposal Act, 42 USC §6901 et seq., as amended, replaced or superseded, and the
regulations implementing same; (b) material the Disposal of which is regulated by the Toxic
Substances Control Act, 15 USC §2601, et seq., as amended, replaced or superseded, and the
regulations implementing same; (c) special nuclear or by-products material within the meaning of
the Atomic Energy Act of 1954; (d) Hazardous Waste substance or material as defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 USC
§6901 et seq. as amended, replaced or superseded, and the regulations implementing same; or (e)
treated as Hazardous Waste or substance or material under applicable federal, state, or local law.
Holidays means the following days:
New Year’s Day,
Memorial Day,
Independence Day,
Labor Day,
Thanksgiving Day, and
Christmas Day.
City means City of Muskego and for purpose of Indemnities, City’s Related Parties.
City Business Day means any day on which City administration office is open to do business with
the public.
City Governing Body means the Common Council of the City.
City Representative means the person named by City as required by Section 16.01 and identified
on the front page of this Contract.
City’s Related Parties means City’s officers, employees, agents, representatives, servants,
assigns, volunteers and each and every one of them, which are third party beneficiaries of
provisions in this Contract that reference them.
Performance Obligations means each and every obligation and liability of Contractor under this
Contract.
Receptacle means any can, cart, bin, or other container (such as bags) for storing discarded Refuse
or Recyclables.
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Records means information relating to Contract services and other Performance Obligations,
including documentation enumerated in Article 6, ledgers, books of account, invoices, vouchers,
canceled checks, logs, correspondence, computations, files, plans, correspondence, reports, data,
and photographs, and all information required by Wisconsin Administrative Codes NR § 502.06
(4)(g) and NR § 544.07.
Recyclables means ferrous metal cans (including steel and bi-metals), aluminum containers, glass,
PET and HDPE bottles and containers (grades 1 and 7) , mixed plastics (grades 2, 4, 5), rigid
plastics, aseptic and gable top containers, newsprint, phone books, corrugated paper, magazines
and catalogs, office paper, junk mail, mixed residential paper (including boxboard), as amended
from time to time by statute.
Recycle, Recycling, or recyclable means the process of Collecting, sorting, cleansing, treating,
and reconstituting materials (including Recyclables) that would otherwise be Disposed of as
Refuse and returning them to the economic mainstream in the form of raw material for new, reused,
or reconstituted products that meet the quality standards necessary to be used in the market place.
Refuse means Solid Waste comprised of rubbish, trash, and garbage, excluding Recyclables, Yard
Waste, and Bulky Items that are Diverted for reuse or Recycling.
Residential Customers means those in single-family dwelling units, owner occupied multi-family
dwelling units and multi-family rental or leased dwelling units with 4 or less dwelling units per
building who receive Solid Waste Collection service from the City under this Contract.
RFP means Request for Proposal, and all subsequent amendments, for Residential and Municipal
Refuse, Recycling and Yard Waste Collection, released on November 17, 2020 by the City.
Set-out Site means the location where Customer must place Receptacles and Bulky Items for
Collection, generally located at the curb adjacent to the road edge unless corrdinated and approved
by the City of Muskego.
Solid Waste means those items Collected by Contractor under this Contract in the Contract
Service area, including:
A. Refuse,
B. Recyclables, and
C. Bulky Items,
D. and excluding Unpermitted Waste.
Solid Waste Management Facility means the following facilities, individual and together, as the
context demands:
A. Licensed MRF,
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B. Refuse Disposal facility, and
C. any transfer facility.
State means the State of Wisconsin.
State Tip Fee (also known as the Wisconsin Landfill Disposal Surcharge Fee) means the fee
imposed on all Solid Waste disposed in Wisconsin landfills as defined in Wisconsin Statute §
289.645, and as of the date of the execution of this agreement is $12.997 per ton.
Ton (or Tonnage) means 2,000 pounds.
Uncontrollable Circumstance(s) means any of the following events:
A. any natural disaster such as landslide, lightning, earthquake, fire, flood, (other than
reasonably anticipated weather conditions for the geographic area of City);
B. sabotage, explosion;
C. insurrection, riot or civil disturbance, or other public health emergency, including orders
relating to a pandemic, war or other emergency affecting City or Contractor, declared by
the President of the United Sates or Congress of the United States, the Governor of
Wisconsin or the City Governing Body;
D. failure of public agency or private utility to provide and maintain water, power, or service
at Contractor’s operations and maintenance yard or administrative offices;
E. other catastrophic events beyond the reasonable control of that Party and not the result of
willful or negligent action or inaction of that party (other than the contesting in good faith
or the failure in good faith to contest that action or inaction), which materially and
adversely affects the ability of either party to perform any obligation under this Contract
despite that party’s exercise of due diligence.
Unpermitted Waste means materials that cannot be Disposed of in landfill under applicable law
of the state, including Hazardous Waste, Yard Waste, and major appliances. Major appliances
means items banned from landfill Disposal under Wisconsin Statute § 287.07, including air
conditioners, clothes washers and dryers, dishwashers, refrigerators, freezers, stoves, ovens,
dehumidifiers, furnaces, boilers, water heaters, and microwave ovens (unless the capacitor has
been removed).
Yard Waste means “Yard Waste” as defined in Wisconsin Statute 287.01 (17), which as of the
Contract execution date means leaves, grass clippings, yard and garden trimmings, and brush,
including clean woody vegetative material, stumps, roots, or shrubs with intact root balls.
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ARTICLE 2. EXCLUSIVE CONTRACT
2.01 Exclusive Right and Privilege. The City hereby grants to Contractor the exclusive right and
privilege, and Contractor hereby accepts the obligation to provide Recycling Receptacles and to
Collect, transport for Disposal all Solid Waste generated by Residential Customers within the legal
boundary limits of the City as its legal limits may be modified from time to time by annexation
during the term of this Contract, subject to the terms and conditions provided in this Agreement.
Customers can, however, contract with any licensed hauler for the collection, transportation, and
disposal of materials not covered by this Contract at the Customer’s sole cost. Contractor shall
comply with the requirements of Schedule 2 in providing Recycling services.
2.02 Disposal Requirements.
A. Recyclables. Contractor shall transport Recyclables to the licensed MRF for processing
and marketing of material. Contractor shall not Dispose of any Recyclables anywhere
else without prior City permission. Contractor shall comply with the licensed MRF
delivery protocol.
B. Refuse. Contractor shall Dispose of Refuse at the Emerald Park Landfill. The City shall
be responsible for all disposal charges for Refuse disposed of at the Emerald Park
Landfill pursuant to this Agreement. Proof that Contractor has access to a facility with
sufficient capacity shall be attached as Schedule 5.
2.03 Comingling prohibited. Contractor shall not comingle Solid Waste from the City with
Solid Waste from other municipalities.
2.04 Natural/Man-Made Disaster Collection Service
A. Nature of Emergency services. Contractor shall have the first opportunity to provide
emergency services beyond the scope of the contracted services, including providing
drivers, vehicles, and other equipment and personnel to cleanup Solid Waste and other
debris resulting from natural disasters such as earthquakes, storms, tornadoes, floods,
riots, and civil disturbances, for which Contractor shall be reimbursed by the City
separately from this Contract. Within 24 hours of receipt of electronic notification from
the City, followed as soon as practicable by written notice, Contractor shall propose a
plan, including cost in writing. Should City accept Contractor’s plan, Contractor shall
commence implementing the approved plan as established under the accepted plan.
B. Reporting. Should City accept Contractor’s plan, Contractor shall cooperate with City,
the State, and Federal officials in filing information related to a regional, state, or federal
declared state of emergency or disaster as to which Contractor has provided services
under this section.
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ARTICLE 3. SERVICES PROVIDED
3.01 General.
A. Collection. Contractor shall Collect Solid Waste from all Residential Customers within
the City for Disposal or Recycling as appropriate and required by law and this Contract.
Service provided shall be automated as described in the RFP. Any service required by
Residential Customers beyond what is provided in this Contract shall be arranged by the
Residential Customer and the Contractor directly at the Residential Customer’s sole cost.
B. Contractor Supplied Receptacles. The Contractor shall provide Receptables for new
Customers during the term of the Contract, as specified herein on a lease basis, which
shall become the property of the City upon termination of this contract. The cost of the
Receptacle shall be charged to the City as a monthly fee on a per Receptacle basis. The
Contractor shall deliver a new Refuse and Recycling Receptacle to new households
during the term of the Contract upon notice from the City.
C. Emergency Backup Service Plan. Contractor shall have an emergency backup service
plan which Contractor shall implement if, due to Uncontrollable Circumstances or for
any reason whatsoever, Contractor fails, refuses, or is unable for a period of 48 hours to
Collect and/or at any time to transport Solid Waste or debris, or any portion thereof to a
licensed Disposal facility, and the City determines there is a danger to public health,
safety, or welfare. The Emergency Backup Service Plan is located at Schedule 9.
D. Bulky Item Diversion. Contractor shall Divert all Bulky Item materials that it Collects
to appropriate Recycling outlets. Contractor shall transport and deliver Bulky Items and
excess Refuse that cannot be Diverted to a Recycling facility to a licensed Disposal
facility.
3.02 Solid Waste Collection
A. Mandatory Residential Collection. Beginning on the service commencement date,
Contractor shall Collect all Refuse and Recyclables placed inside Receptacles at a
Residential Set-out Site on the regularly scheduled Collection day for that Set-out Site.
1. Bulky Items. Contractor shall Collect Bulky Items curbside weekly on the Resident’s
regularly scheduled Collection day. Pick-up shall be initiated by Residential Customer
or driver call in. Drivers must notify the dispatcher of Bulky Item discard they observe
on routes. The Bulky Item truck driver must also pick up any other Bulky Items
discarded at residential curbside set out that he or she observes on the Bulky Item route.
2. Missed Pickups. Absent Collection Service Exceptions, on the next service day
following notice to Contractor, Contractor shall Collect, without charge, any
Receptacle, and/or the contents therein or Bulky Items that the Contractor should have
Collected, delivered, exchanged, or repaired but did not Collect, deliver, exchange, or
repair. If Contractor does not provide a Contract service in a timely manner, the City
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may provide the Contract service itself or through a third party and Contractor shall
reimburse the City’s incremental costs thereof.
3. Collection Service Exceptions. Contractor is not obligated to Collect Solid Waste in
the event of any Service Exception, but must complete and leave a non-Collection
notice securely attached to a Receptacle at or near the Set-out Site.
i. In its next monthly report, Contractor shall inform City of each Customer to which
Contractor gave a non-Collection notice.
ii. Collection Service Exceptions means the following:
1. Solid Waste Not Properly Placed in Receptacles: other than any Bulky Item.
2. Receptacles in Excess of Weight Limits: a Receptacle or bag (Collected
manually) that weighs more than 50 pounds.
3. Receptacle or Bulky Items Not Placed at Proper Set-out Site: a Receptacle not
positioned at the Set-out Site, or a Bulky Item or excess Refuse is not discarded
at the Set-out Site.
4. Unsafe Condition: the Set-out Site is not safely accessible to vehicles or
Contractor’s employees.
5. Unpermitted Waste or Unsafe Materials: Contractor observes Unpermitted
Waste in a Receptacle or at the Set-out Site.
6. Contamination of Recyclables: Contractor observes the following materials:
Refuse or Yard Waste in a Recyclables Receptacle in amounts that, in the
judgment of Contractor, will prevent processing or Diversion of Recyclables.
4. Call Back Collection. In the event a resident fails to set out Solid Waste or Bulky Items
by 7:00 a.m. or fails to place them in an allowable location, the Residential Customer
may request special Collection from the Contractor rather than wait for the next
scheduled Collection. The Contractor shall bill this service directly to the Residential
Customer and the Residential Customer shall remit payment for such service directly
to the Contractor.
B. Service Days and Hours & Regular Schedule.
1. Contractor shall provide Collection to Residential Customers on the same day each
week, except for Holidays. Contractor shall provide Collection scheduled for a Holiday
on the weekday or Saturday immediately following the Holiday and all remaining
Collection days in the week one day later than scheduled.
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2. Contractor may not change a regularly scheduled Collection day without City approval
except for severe and/or extreme weather events that prevent the Contractor from
performing services, in which case any change in Collection days shall be approved by
the City Representative. Approval for a permanent change shall be requested not less
than 60 days prior to Contractor’s proposed date of change. Approval may be given by
the City’s Representative. If approved, the Contractor shall notify each Customer of
the change in that Customer’s regularly scheduled Collection day in writing by first
class mail at least 2 weeks prior to the change.
3. Contractor shall not begin actual Collection before 7:00 a.m. nor continue after 6:00
p.m., unless authorized by the City Representative.
3.03 Customer Service.
A. The Contractor shall provide a toll-free number, emergency number, answering service for
after-hours emergencies and email access with trained Customer service representatives to
resolve Customer issues. Contractor office hours for Customer service shall be 7:00 a.m.
to 4:00 p.m., local time, Monday through Friday, Holidays excepted, and 8:00 a.m. to 12:00
noon, local time on those Saturdays when service is provided.
B. Complaints. Contractor shall respond to all Customer inquiries and complaints, including
any inquiry or complaint left with the telephone answering service, within 1 City Business
Day following notice to Contractor and handle complaints substantially as required by the
Customer complaint and billing dispute protocol attached Schedule 10.
C. No referral to City. Contractor shall not refer or forward Customers to City for resolution
of complaints or answers to inquiries unless Customer insists, in which event Contractor
shall refer Customers to the City’s Representative.
D. Employee Training. Contractor shall train its Customer service employees to follow the
Customer complaint and billing dispute protocol upon starting work and periodically
thereafter.
E. Records. Contractor shall maintain a daily electronic log of every inquiry and complaint
received by Contractor, including: date and time of inquiry or complaint, inquirer’s or
complainant’s name and address (if the individual is willing to give this information),
description of the inquiry or complaint, date and description of response taken or the reason
for non-response, and answer to inquiry or resolution of complaint.
3.04 Collection at Municipal Buildings and Designated Sites
A. Beginning on the service commencement date, Contractor shall Collect all Refuse and
Recyclables placed inside Receptacles at a Set-out Site located at municipal buildings or
facilities in the service area as scheduled without charge to the City as found on Appendix
B. Contractor shall provide City with Receptacles in sufficient number and capacity to
contain Refuse and Recyclables as described in Appendix A of the RFP. Recyclables
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Collected from the various municipal service Receptacles are required to be transported to
the Designated MRF.
B. Within the first year of the Contract term, Contractor shall conduct a Receptacle audit to
assess whether the Receptacles are sufficient in the City to hold the volume of material
being discarded. Contractor shall communicate findings of the audit to the City
Representative, and propose appropriately sized Receptacles as necessary.
3.05 Collection on Weight Restricted Underconstructed Roadways
A. Collection of refuse/recycling on weight restricted underconstructed roadways, alleys, and
light vehicle side streets shall be collected with light weight vehicles that will not cause
damage or significant wear to the under-constructed roads. These vehicles shall be smaller
than or equivalent to the weight of a standard half-ton pickup truck. Contactor shall receive
no additional compensation for this requirement. See Appendix C of the RFP,which shows
all current roadways for which this section applies.
3.06 Collection at Long Driveways
A. For automated refuse collection there will be required exemptions for residents with
driveways over 400 feet in length. These residents will be allowed to place their refuse
out for manual type collections. There are currently approximately 450 driveways over
400 feet in length.
3.07 Receptacle Standards.
A. Size. The standard size Receptacle for curbside pickup shall be 64-gallon containers for
recycling and 96-gallon containers for refuse.
B. Warranty. The Receptacle will be from a major U.S. manufacturer and shall carry a 10-
year warranty from manufacturer defects. They must be made from high density plastics
containing post-consumer recycled content and be recyclable. Minimum wall thickness and
Resin Weight shall match 64 galloon receptable specified in the Final RFP document
Section VII, h, i.
C. Contractor contact information and Disposal prohibitions. Contractor will affix to each
Receptacle, by decal, stencil, or other means approved by the City, the following text:
- Hazardous Waste Disposal prohibitions on the inside of the Receptacle lid in
substantially the following form: “State law prohibits Disposal of grass, leaves, and
hazardous materials (such as batteries, paint, and motor oil) in your trash or
Recycling. If these items are identified in, your Receptacles they will be tagged and
not Collected. For safe and lawful Disposal options, call XXX.”
- any Discard weight limitations.
Contractor may combine the text of these items in one or more decals placed inside the lid
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of the Receptacle or hot stamped on the Receptacle. Contractor will document any hot
stamps in purchase orders to Receptacle manufacturers and provide those purchase orders
in Contractor Documentation.
3.08 Maintenance and Delivery of Receptacles. The Contractor shall be responsible for the
maintenance, repair, asset tracking, and delivery/retrieval of Receptacles to the Residential
Customers by the date specified in the Transition Plan at Schedule 12. The Contractor shall repair
or replace the Receptacle, upon receiving notice from the City’s Representative, or Customer, of
the need for repair, or if the Receptacle is identified as being unserviceable by the Contractor by
the Customer’s next regularly scheduled Collection day, without charge, unless there is proven
Customer negligence.
3.09 Retrieval of Receptacles. Not Applicable.
3.10 Contract Service Standards:
A. General. Contractor will perform all Contract services in a prompt, thorough,
comprehensive, reliable, courteous, and professional manner so that Customers receive
high-quality Contract service at all times. Contractor must perform Contract services
regardless of weather conditions except as noted and regardless of difficulty of Collection,
subject to Collection Service Exceptions and Uncontrollable Circumstances.
B. Inadvertent Collection and Delivery of Unpermitted Waste. Contractor shall have an
Unpermitted Waste Protocol, a copy of which shall be located at Schedule 11. If the
Contractor Collects and delivers Unpermitted Waste in violation of the Unpermitted Waste
Protocol, then Contractor shall be responsible for and shall pay the costs to identify and
remove the Unpermitted Waste for proper disposal.
C. Litter and Leaks.
1. Set-out Sites. Contractor will clean up litter in the following places:
a) anywhere, if done by Contractor's employees (for example when Collecting
Receptacles at a Set-out Site, and
b) Contractor will Notify Customer of all instances of repeated litter by that Customer
and document each instance.
2. Transportation
a) Litter. Contractor will transport Solid Waste only in covered Collection vehicles.
Contractor will prevent Solid Waste from escaping, dropping, spilling, blowing, or
scattering from vehicles during Collection and transportation. Contractor will not
transfer loads from one vehicle to another on any public street, unless necessitated
by mechanical failure or accidental damage. Contractor will immediately clean up
any Solid Waste that it spills or scatters, including Solid Waste tracked onto any
alley, street, or public place when transporting Solid Waste.
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b) Leaks.
i. Contractor will prevent oil, hydraulic fluid, paint, or other liquid from leaking
out of vehicles. Contractor will train its employees to, and its employees shall,
immediately cover leaked fluids with absorbent materials, remove those
materials from the ground, and apply cleaning agent to cleanse the soiled spot.
ii. Contractor will keep a log of spills that indicate the material spilled, quantity,
and remedial actions taken. Contractor will immediately report any spills
entering or endangering any waterway or storm drain.
3. City Reimbursement Costs. If Contractor fails to clean up Solid Waste or liquids
within 2 hours after receiving notice from the City of the spill or leak, City may clean
up the spill or leak. Upon the City’s request, Contractor will reimburse City for City’s
reasonable costs of cleaning up the spill or leak.
4. Vehicle equipment. Contractor will equip each Collection vehicle with the following
items for cleaning up litter and leaks:
a) broom,
b) rake,
c) shovel,
d) petroleum absorbent materials, and
e) cleaning agents.
D. Respect for Property
1. Private Property. Contractor will use due care collecting solid wastes under this
contract, avoiding damage to private property. Within 2 City Business Days, upon
receiving notice of any damage to Customer's property by phone or other medium,
Contractor will determine whether or not the damage to Customer's property was
caused by the inattention, carelessness, or negligence of Contractor's employees. If
Contractor determines that it was responsible for damage, within 5 City Business Days
of making its determination, Contractor will reimburse Customer the Customer’s
reasonable and direct costs of repair or replacement of damaged property to the extent
damaged by the Contractor. If Contractor determines that it was not responsible for
damage, within 5 City business days of making its determination, Contractor will
provide the Customer and City with reasons for its determination and documentation
supporting that determination. If Contractor and Customer are unable to agree on the
determination of responsibility for damages, the City may resolve the dispute at City’s
discretion.
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2. Receptacles. Contractor will handle Receptacles with due care. Contractor will not
throw or drop Receptacles from trucks or roughly handle, damage, or break them.
Contractor will return Receptacles to within 5 feet of the location from where they were
picked up by Contractor's employees, upright, with lid closed, without obstructing any
passable driveway, sidewalk, or street.
3. Pavement. Contractor is responsible for damage to driving surfaces or other pavement
(including curbs), other than ordinary wear and tear, if City or Customer can
demonstrate the following to satisfaction of City:
a) that the damage is the result of Collection vehicles exceeding the legal maximum
weight limits allowed under applicable law, or
b) Contractor negligently operated vehicles or moved Receptacles.
However, Contractor may secure a waiver of damage liability and/or Indemnity in a
form satisfactory to City if Customer specifically directs Contractor to drive on private
driveways or pavement in the course of providing Collection.
4. Utilities. Contractor is responsible for damage to public and private utilities and
pavement associate therewith, whether located on public streets or property or private
property, when City or Customer can demonstrate to satisfaction of City that the
damages are the result of the inattention, carelessness, or negligence of Contractor.
City or Customer, as the case may be, may direct Contractor to as soon as practicable
based on the nature of the damage, repair or replace the damaged pavement or utilities
to satisfaction of Customer or City, as the case may be, or repair and replace them itself
or through a third party. In that event, Contractor will reimburse Customer the
Customer’s reasonable and direct costs of repair or replacement and City its
reimbursement costs of repair or replacement, as the case may be.
E. Vehicles and Drivers. Contractor’s vehicles and Drivers shall comply with the
requirements found at Schedule 17.
3.11 Title to Solid Waste. This Contract does not purport to grant Contractor ownership over
Solid Waste. The right to possession or ownership of Solid Waste discarded at the Set-out Site for
Collection, including Recyclables, will be determined as required by applicable law and not as a
result of this Contract.
3.12 Personnel.
A. Identification, Appearance, Conduct. Contractor will train and require each of its
personnel to:
1. present a neat, tidy and orderly appearance with uniforms preferred.
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2. conduct his or her self in a courteous manner.
3. refrain from using loud or profane language.
4. perform Collection as quietly as possible.
B. No Gratuities. Contractor will not permit its personnel to demand or solicit, directly or
indirectly, any additional compensation or gratuity from Customers or any members of the
public.
3.13 Responsiveness to City.
A. Phone calls. Contractor will return telephone calls from City to the individual who made
that call no later than the next City business day.
B. Meetings. Within one week of oral or written direction by City, Contractor will meet with
the City during City office hours at the offices directed by that City.
1. E-mails. Contractor will respond to all e-mails from City within 24 hours of receipt
except on weekends and Holidays.
2. Written correspondence. Contractor will respond to written correspondence from
City within three days of receipt or other time specified by City.
3.14 Cooperation with Waste Studies. Contractor will cooperate with City on all waste
composition studies conducted no more frequently than once each Contract year, at no cost to City,
including modification of routes, separate Collection of an individual Customer's Solid Waste, and
delivering targeted loads of Solid Waste to a location or locations designated by the City.
3.15 Disposal of Solid Waste from Multi-family Properties Served by Dumpsters. Contractor
shall Collect and Dispose of Solid Waste from multifamily properties served by dumpsters instead
of containers at the rate established in Schedule 1 for each location. Contractor is required to take
Recyclables from these locations to the licensed MRF.
ARTICLE 4. CONTRACTOR SERVICE FEE
4.01 Contractor Service Fee. The City will compensate Contractor the Contractor service fee for
providing Contract services in compliance with all Performance Obligations. The City shall
pay Contractor as provided on Schedule 1, Items A.1, A.1.a, A.2 or A.2.a. B.2, C.1-C.2, D.1,
D.2 and E.1. The monthly total charged for Collection and Receptacles shall reflect changes
to the number of Residential Customers. The rate shall be adjusted annually as provided in
this Article.
4.02 Inclusiveness. Contractor service fee includes all Contractor's direct costs, indirect costs,
plus profit or return of investment for providing Contract services, including:
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A. labor (including wages and fringe benefits), including drivers, Customer service personnel,
supervisors, and administrators,
B. acquisition, repair, and maintenance of Contract Service Assets (including but not limited
to vehicles, equipment, buildings and grounds, and Receptacles),
C. tools and supplies,
D. fuel and utilities,
E. insurance premiums and fees for the letter of credit, performance bond or any further
assurance of performance,
F. taxes,
G. securing and maintaining permits and complying with applicable law,
H. fines and penalties for violation of permits or applicable law,
I. following all Contractor established protocols,
J. Contractor’s negligence or misconduct,
K. any other cost of providing Contract services not explicitly compensated by surcharge to
Residential Customer or charge to the City.
Reference in this Contract to providing Contract services “without surcharge” or similar language
does not infer that absence of such reference elsewhere in this Contract means Contractor is
entitled to compensation in addition to the Contractor service fee listed on the Contractor service
fee schedule or explicit reference to reimbursement of direct costs or Contractor’s reimbursement
costs.
4.03 Annual Rate Adjustment. The actual annual rate adjustment will be calculated as described
in § 4.04 below, but shall not exceed the maximum annual rate adjustment of \[X percent (%)\] as
provided by the Contractor’s proposal.
4.04 Calculation of Annual Rate Adjustment.
At the end of the first year of the original term (December 31, 2021) and at the end of each calendar
year thereafter, the amount for items described in Form 1A, Schedule A and E will be adjusted
annually. The Annual Rate Increase adjustment for any one year shall be a minimum percentage
as shown on Form 1A, Schedule C1 but no greater than the percentage as shown on Form 1A,
Schedule C2 well as any increases in federal, state and/or local fees affecting the collection of any
refuse/recycling material. Subject to the foregoing, the ARI adjustment shall be determined in
accordance with the change in the Consumer Price Index” using the National CPI-U Index
published by the Bureau of Labor Statistics Consumer Price Index (August to August) using the
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August Index published on or about September 15, 2021, as the base date and comparing it with
the “Consumer Price Index” (National CPI-U Index) published in September of subsequent years.
In each case annually, at the end of each calendar year, the amount payable shall be adjusted in
accordance with the foregoing only once for each annual period. Said changes, based on the CPI-
U Index shall be reflected in the monthly payments commencing with January, 2022.
A. Rounding.
th
1. Calculations. Calculations must be rounded up or down to the nearest 1/100
decimal place (for example, 17.674 is rounded to 17.67; 17.678 is rounded to
17.68). 5 must be rounded down (for example, 101.965 to 101.96).
2. Dollars. Adjustment in Contractor service fee must be rounded to nearest penny.
B. Submission of Annual Rate Adjustment. Contractor will prepare a statement setting
forth Contractor’s detailed calculation of Contractor’s requested annual rate adjustment
in Contractor service fee using a format prescribed by City and submit the same no
th
later than December 15.
C. Applicable Cost Components. The annual rate adjustment will apply only to that
portion of the total fee associated with Collection, transportation, and Disposal of
materials. The annual rate adjustment will not apply to the Yard Waste Drop Off Site,
Optional Leaf Collection (meeting the conditions stated in the RFP), or monthly
charges related to the provision of Receptacles.
4.05 Invoices.
A. Invoices shall be submitted by the Contractor for Service provided through the end of
the month, on a form to be specified by the City. The application for payment shall
identify any changes to the scope of services, such as number of households, during the
month.
B. The City’s Representative will review invoices for payment and contact Contractor
regarding discrepancies or errors. City will pay invoice 30 days from receipt except for
any unresolved discrepancies or errors. City shall not pay invoice with a credit card and
if so chooses, shall reimburse Contractor all transaction fees associated with
transaction.
C. The City’s Representative’s approval of any invoice, shall constitute a representation
to the City’s Governing Body that the conditions precedent to the Contractor being
entitled to payment as set forth herein have been fulfilled. The City may refuse to
approve, in whole, or in part, a payment application, if, in his/her opinion, he/she is
unable to make the representation to the City’s Governing Body that all conditions
precedent to the Contractor being entitled to payment have been satisfied. The City’s
Representative may also refuse to approve any such payments, or, because of
subsequently discovered evidence or the results of subsequent inspections or tests,
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nullify any previous approval of such payment, to such extent as may be necessary in
his/her opinion to protect the City from loss because:
- the work is defective,
- claims have been filed or there is reasonable evidence indicating the possible filing
thereof; or
- the Contract fee has been reduced because of a change, or modification, of the
Performance Obligation.
D. Any reimbursement due to the City, other than Liquidated or Compensatory Damages,
shall be subtracted from the amount owed to Contractor when paying the invoice. The
reason or purpose for the reimbursement shall be explained in writing by the City along
with the City’s payment.
ARTICLE 5. COMPLIANCE WITH APPLICABLE LAW
5.01 Compliance. Contractor shall comply with all applicable laws, including securing and
maintaining all permits. No Performance Obligation may be construed to relieve Contractor of any
obligations imposed by applicable law. Contractor will apply and pay for any permits at
Contractor’s sole cost. Contractor will show proof of permits and will demonstrate compliance
with the terms and conditions of permits promptly at the request of City.
5.02 References. References in this Contract to particular provisions or requirements of applicable
law may not be construed to limit Contractor’s obligation to comply with all provisions of
applicable law. Those references are intended to facilitate Contractor’s satisfaction of its
Performance Obligations and City’s administration and specific enforcement of this Contract and
may not be construed to constitute lack of obligation to comply with other provisions or
requirements of applicable law not specifically referred to or cited in this Contract. If any
provision of this Contract is more stringent than applicable law, Contractor will comply with that
provision, unless preempted by that law.
5.03 Fines and Penalties. Contractor is solely liable for all fines and penalties that are imposed
on Contractor or due to Contractor’s actions, including fines and penalties that are the result of
Contractor’s violation of applicable law (including permits). Contractor will not seek
reimbursement from City or any Customer for any fines or penalties.
5.04 City's Protection of Public Safety, Health, and Welfare. Contractor warrants and
represents that it is fully acquainted with the provisions of the City Code. No provision in this
Contract may be deemed to limit City’s police power to take any action that City deems necessary
or appropriate in its sole discretion to protect the public's safety, health, and welfare.
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ARTICLE 6. RECORDS, REPORTING AND AUDITS
Contractor acknowledges City’s right to review Records and receive reports, for the purposes of
enforcing Customers’ rights, evaluating Contractor's performance under and compliance with this
Contract, exercising City’s rights to perform, or cause a third person to perform, Contractor’s
Performance Obligations in certain events, such as defaults and Uncontrollable Circumstances;
and determining and corroborating the amount of any Contractor Payment Obligation.
6.01 Records
A. Maintenance. Contractor will keep accurate and complete Records. Contractor will
grant access to those Records to any person duly authorized by City.
B. Preservation and Retention. Contractor shall accurately preserve and retain Records
for 7 years in accord with 19.21, Wis. Stats. Any Record which is still required to be
retained at the termination of this Contract or any extension thereof, shall be turned over
to the City at that time.
C. Response to Open Records Request.
1. Pursuant to the requirements of §19.36 (3), Stats., that the City shall make available
for inspection and copying under §19.35 (1), Stats., any record produced or collected
under a Contract entered into by the authority with a person other than an authority
to the same extent as if the record were maintained by the authority except for the
inspection or copying of a record under § 19.35 (1) (am), Stat., the Contractor shall
provide to City within 7 City Business Days any Record it requests so that the City
can comply with an Open Records request.
2. Indemnification. In addition to, and not to the prejudice or exclusion of anything
under this Agreement or any documents incorporated by reference in this
Agreement, Contractor will indemnify and save City harmless from, accept tender
of defense of City, and pay to City, all liabilities and losses asserted against or
imposed on the City or City Related Parties based on any of the following:
a. Contractor failing to provide City with requested Records upon City request,
or
b. City failing to timely respond to a Records request due to Contractor’s failure
to timely provide Records under this Article.
D. City Custody. If the City has reason to believe that records may be lost, discarded or
destroyed for any reason, the City may require that Contractor give City custody of any or
all Records related to this Contract.
E. City Inspection and Audit.
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1. Location. Upon 3 City Business Days advance telephonic or written request by City,
Contractor will provide copies of Records to City and its designees for inspection,
review, or audit at the City’s offices. If Contractor does not provide the City with
copies of Records within 3 City Business Days, Contractor will make those Records
available to the City or its designees for inspection, review, or audit at Contractor’s
office during Contractor’s office hours at a time as designated by the City.
2. Scope of inspection or audit. City may do any or all of the following:
a.) inspect and review Records at any time following notice under subdivision (1) above,
or
b.) audit Records once each Contract year,
including verification of any of the following:
a.) any Contract fees,
b.) Solid Waste Tonnage Collected, processed, Diverted, or Disposed,
c.) Customer complaint logs, and
d.) other Records that confirm compliance with Performance Obligations.
Upon request, Contractor will provide City or its designees with any additional information
(such as primary Records supporting reports) relevant to this Contract within 5 City
Business Days.
3.
F. Updated Inventory. Within 10 Days of City request, Contractor will update all or a portion
of its inventory of Contract Service Assets included in Contractor Documentation to reflect
acquisition or replacement of Contract Service Assets.
6.02 Service Materials Use by City. City may use without restriction the work product, whether
computerized, written, printed, or photographic, that Contractor develops in connection with
Contract services, including route plans, reports, and public education / community relations
materials.
6.03 Reporting.
A. Monthly. Contractor will deliver a complete monthly report to the City \[and the County\] in
th
a single submission and in a form prescribed by the City no later than the 20 day of the
following month, including, but not limited to the information required by Wisconsin
Administrative Codes NR 502.06(4)(g) and NR 544.10(2)(d), utilizing the forms found at
Schedule 15.
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B. Annual. Contractor will submit a complete Annual Report to the City \[and the County\] in
a single submission and in form prescribed by the City no later than 45 days after the end
of each year, including the information required by Wisconsin Administrative Code NR
544.10(2)(d), for the preceding Contract year utilizing the forms found at Schedule 15.
C. Additional Information. Contractor will incorporate into future reports additional
information as requested by the City.
D. City Reports. Each month the City shall provide the Contractor the address for each new
Residential Customer so that Contractor can deliver Recycling Receptacle to Customer by
next Collection day. The City shall also notify the Contractor if there is a decrease in
Residential Customers due to the termination of residential use.
6.04 Financial Records and Reports.
A. Maintenance of Records.
1. Content. Contractor will maintain accurate and complete financial Records of the
following:
a.) payments to City including Contractor Payment Obligations
b.) costs and expenses associated with providing Contract services.
2. Form. Contractor will maintain its financial Records on an accrual basis and as required
by generally accepted accounting principles.
6.05. RIGHT TO INSPECT AND AUDIT OPERATIONS
The City reserves the right to inspect and/or audit all Contractors operations, vehicles, equipment
and routes related to the performance of this Contract. Such inspections shall only be undertaken
by City to assure that the Contractor is complying with the terms of the Contract, applicable law,
and applying best efforts to attain the goals of this Contract as stated in the Request for Proposal.
For any inspection of the Contractors’ facilities, the City will provide five (5) City Business Days
notice.
6.06 Customers' Privacy.
A. Protection of Customer privacy.
1. Non-Disclosure. Contractor will not disclose to any person other than the City or its
designee any information identifying the following:
a) an individual Customer, or
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b) the composition or contents of a Customer's Solid Waste,
unless
a) upon the authority of a law or order or request of a regulatory or government entity,
or
b) pursuant to written authorization of the Customer or the City.
2. No marketing. Contractor will not market or distribute mailing lists with the name or
address of Customers.
B. Cooperation with City. Subsection (1) may not be construed to preclude Contractor from
doing any of the following:
1. preparing, participating in, or assisting in the preparation of waste characterization
studies or waste stream analyses that may be required by the City or applicable law,
2. assisting City to meet the requirements of the recycling program and applicable law,
3. keeping Records,
4. providing the City with a copy of Records or discussing those Records with the City,
5. allowing the City to review or audit Records, or
6. making reports.
ARTICLE 7. INDEMNITIES, INSURANCE, SURETY
7.01 Insurance
A. Coverage Requirements. Without limiting its Indemnities, Contractor will secure and
maintain insurance coverage meeting the requirements in this section. The City, its boards,
commissions, agencies, officers, employees and representatives must be named as
additional insured with respects to the coverage and so stated on the certificate of insurance
for all policies.
i. Worker’s Compensation and Employer’ Liability insurance – Statutory
worker’s compensation benefits and employers’ liability insurance with a
limit of liability not less than $100,000 each accident. Contractor shall
require subcontractors not protected under its insurance to take out and
maintain such insurance.
ii. Commercial General Liability insurance– Policy shall provide coverage for
premises and operations, products and completed operations, personal
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injury and blanket Contractual coverage. Limits of liability are not less than
$1,000,000 per occurrence and aggregate. No claims-made polices will be
accepted.
iii. Automobile Liability insurance – Business automobile policy covering all
owned, hired and non-owned private passenger autos and commercial
vehicles. Limit of liability not less than $1,000,000 combined single limit.
Policy shall be issued with a Symbol 1.
iv. Umbrella Liability insurance – Coverage to be in excess of employers’
liability, commercial general liability and automobile liability insurance
required above. Limits of liability not less than $5,000,000 each
occurrence, $5,000,000 aggregate.
B. Insurer qualifications. Contractor will secure insurance provided by an insurer meeting
the following qualifications:
1. is acceptable to the City,
2. is an admitted company in Wisconsin,
3. has a size category of VII or larger by A.M. Best Company, Inc., and
4. has a rating of A or better by A.M. Best Company, Inc.
C. Insurance Coverage Requirements for Subcontractors. Contractor will ensure each
subcontractor performing Collection by providing evidence that either:
1. Contractor is maintaining insurance required by this section covering the activities of
the subcontractor, or
2. the subcontractor is maintaining that insurance itself.
D. Evidence of Coverage. Contractor will provide endorsements, schedules, and other
evidence of coverage as listed below with respect to Contractor and any subcontractor
requested by and acceptable to the City, at the following times:
a. on or before the Contract execution date,
b. within two weeks upon renewal of policies, and
c. within 10 City Business Days of the City’s request.
a) Certificates of insurance. Contractor will provide certificates (or other evidence
of coverage) containing at a minimum, the following information with respect to
Contractor and any subcontractor:
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(1) Contract name: explicitly identifying this Contract (for example, UNDER
DESCRIPTION OF OPERATIONS), and if necessary to secure Contractual
liability coverage as an “insured Contract” or otherwise, including a schedule or
endorsement that specifically identifies this Contract;
(2) Types, policy numbers, policy effective / expiration dates and limits:
explicitly reference each type and corresponding limit of coverage required
under this Contract, together with the following:
policy numbers,
effective / expiration dates, and
The certificate of insurance must specifically reference the required type of
coverage (such as “pollution liability” under TYPE OF INSURANCE –
OTHER) together with a summary description of its coverage (such as
“pollution conditions caused by transported cargo” under SPECIAL
PROVISIONS);
(3) 30 days’ cancellation or non-renewal notice: containing the express condition
that City must be given written notice by mail at least 30 days in advance of
cancellation or non-renewal for all policies evidenced on the certificate of
insurance. Certificate of insurance cannot contain mere "best effort" modifiers
or relieve the insurer from its responsibility to give that notice and the
CANCELLATION information on the certificate of insurance must delete
language such as “failure to do so shall impose no obligation or liability of any
kind upon the insurer, its agents, or representatives”.
(4) Deductibles and self-insured retentions: identifying any deductible and self-
insured retention. Upon City request, Contractor will reduce any self-insured
retention as it applies to any City or provide a letter of credit, certificate of
deposit, or other financial assurance acceptable to City guaranteeing payment of
all retained losses and related costs and expenses related to investigations, claims
administrations, and legal defense. The letter of credit or certificate of deposit
must be provided by a bank satisfactory to City; and
b) Endorsements: Contractor must provide copies of the following separate written
endorsements applicable to all policies except workers compensation and
employer’s liability with respect to Contractor and any subcontractor satisfactory
to the City:
(1) additional insured endorsement to each liability policy, explicitly adding City’s
Related Parties as additional insured;
(2) waiver of subrogation;
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(3) insurance is primary and not contributory with any other insurance or self-
insurance programs maintained by City and its officers and employees;
(4) providing dedicated limits under a liability policy in favor of City.
(5) 30-day notice of cancellation.
c) Schedules: Contractor must provide schedules or other evidence that liability
policies of Contractor and any subcontractor provide Contractual liability coverage
for indemnities, such as listing this Contract as an “insured Contract.”
d) Signature verification. At City’s request, Contractor must provide documentation
verifying that the individual signing or countersigning the certificates, policies,
endorsements, or other evidence of coverage of Contractor and any subcontractor
is authorized to do so and identifies his or her company affiliation and title. .
C. Notice of claims. If any Person makes a claim against Contractor or any subcontractor
relating to the provision of services under this Contract exceeding the amount of any
deductibles or self-insured retentions, Contractor will notify the City of the claim within 5
City Business Days.
7.02 Contractor Indemnity, Defense, and Release
A. Liabilities and Losses means liabilities; lawsuits; claims; complaints; causes of action;
citations; investigations; demands; clean-up orders; damages whether in Contract or in tort,
such as natural resource, property, and personal injury damages; costs and expenses,
including (1) reasonable costs and expenses of litigation, mediation or arbitration,
attorney’s fees (whether City’s or Contractor’s staff attorneys or outside attorneys), expert
witness fees, accountant’s fees, engineer’s fees, consultant’s fees, and court costs, and (2)
response remediation and removal costs; losses; debts; liens; mediation, arbitration, legal,
or administrative proceedings; interest; fines, charges, and penalties; and other detriments
of every nature and description, whether under state or federal law.
B. General. To the extent allowable under applicable law, Contractor shall indemnify, defend
with counsel approved by the City, release, and hold harmless City and City’s Related
Parties from and against all liabilities and losses paid, incurred, or suffered by, or asserted
against, City or City’s Related Parties, but only to the extent that those liabilities and losses
are caused by the following:
1. Contractor Negligence or Misconduct. The wrongful, willful, or negligent act, error
or omission, or the misconduct of Contractor;
2. Non-Customer Materials. The Collection, transporting, delivery, Recycling,
processing, composting, Disposal, or other handling by Contractor of Solid Waste and
Unpermitted Waste that Contractor Collects outside the Contract Service Area or from
persons other than Customers;
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3. Failure to Comply with Unpermitted Waste Screening Protocol. The failure of
Contractor to train its employees as required by applicable law and the Unpermitted
Waste screening protocol;
d. Contractor-identified Unpermitted Waste. The improper or negligent Collection,
handling, delivery, processing, Recycling, composting, or Disposal by Contractor of
Unpermitted Waste that Contractor inadvertently Collects but that Contractor identifies
as Unpermitted Waste before its delivery, processing, Recycling, composting, or
Disposal.
City acknowledges that the mere presence of Hazardous Waste in Solid Waste will not
constitute negligence or in and of itself create any liability on the part of Contractor absent
any of the circumstances described in items (1) through (4) of this subsection.
C. City Negligence Excluded. Contractor is not required to reimburse or indemnify City to
the extent any liabilities or losses are due to the negligence of City with respect to Contract
services.
D. Indemnity During Term Only. Contractor’s Indemnity is limited to liabilities and losses
resulting from Contract services provided by Contractor from the Contract execution date
through the termination date. However, CONTRACTOR’S OBLIGATIONS UNDER
THIS SECTION WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS
CONTRACT
E. Statutory Agreement. Contractor’s Indemnity described under this section is intended to
operate as an agreement under 42 U.S.C. Section 9607(e) and any corresponding applicable
law provisions of Wisconsin, to insure, release, protect, hold harmless, and indemnify City
from liabilities and losses as required by this section. (for example, a driver accepting a
Customer bribe and illegally disposing of Unpermitted Waste that upon identification
thereof, must be segregated and transported as required by applicable law).
F. Reimbursement of Enforcement Costs. If Contractor fails to pay any indemnities and
that failure results in any costs to City, within 15 City Business Days of City request,
Contractor will reimburse the City for those costs.
7.03 Surety Instrument. Contractor will provide for either a) the issuance of an irrevocable
standby Letter of Credit by a bank approved by the City in its sole discretion, for the benefit of
City, or b) a performance bond (Bond) from an insurance company licensed to transact business
in the State of Wisconsin. The surety instrument must authorize the beneficiary City to draw, in
one or more drawings, not less than 12 months of the estimated service costs of the City. City may
draw on the surety as evidenced to the satisfaction of the City when there is a default as in §8.02.
The surety instrument shall expire on the date that:
A. this Contract has expired, or
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B. this Contract has been terminated for a period of 180 days or other preference period
provided under applicable law with respect to bankruptcy or insolvency, or
C. Contractor has substituted an alternative letter of credit, performance bond, or other
security document acceptable to the City in the City’s sole discretion, and
THIS SECTION WILL SURVIVE THE TERMINATION OF THIS CONTRACT. The surety
instrument must be transferable to any successor or assigns of the City.
7.04 Assurance of Performance. In its sole discretion and in addition to all other remedies it may
have, City may demand from Contractor reasonable assurances of full satisfaction of Performance
Obligations by a specified date, in any or all of the following events:
A. Labor unrest: Contractor is the subject of any labor unrest (including work stoppage or
slowdown, sick-out, picketing, lock-out, or other concerted job action) in excess of 6 days;
B. Monetary judgments: Contractor is the subject of fines, penalties, or civil or criminal
judgment or order entered by a regulatory authority, which judgment is in excess of the
past 12 months’ Contractor service fees or requires estimated expenditure by Contractor in
excess of those 12 months’ Contractor service fees.
ARTICLE 8. BREACHES, DEFAULTS AND REMEDIES
Contractor acknowledges that City may enforce this Contract and exercise its remedies under this
Contract in its sole discretion.
8.01 Certain Breaches, Liquidated Damages, and Specific Compensatory Damages
A. Notice. If City determines that Contractor is in breach, City may assess compensatory
damages or liquidated damages after giving notice to Contractor identifying and describing
the breach. Contractor will pay damages within 20 days of receiving the notice of
assessment.
B. Dispute. Contractor may dispute the assessment of compensatory damages or liquidated
damages by notice to City within 20 days of receiving the notice of assessment, but will
pay assessed compensatory damages or liquidated damages pending resolution of its
dispute. In that notice of dispute, Contractor must describe the basis for its dispute and
include relevant documentation. The chief administrative officer of City or his or her
designee will review the notice of dispute and make a determination as soon as practicable.
His or her determination will be final. If he or she determines that the City should not have
assessed all or a portion of the compensatory damages or liquidated damages, the City will
return all or a portion of the compensatory damages or liquidated damages to Contractor.
Contractor acknowledges that compensatory damages and liquidated damages do not
constitute fines and penalties imposed by City as a governmental or regulatory entity, but
as a Contracting party.
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8.02 Defaults. Each of the following acts or omissions described in this Section constitutes a
default under this Contract:
A. Contract Service Defaults:
1. Uncured Breach: Contractor breaches this Contract; and
a) the City notifies Contractor that an identified breach has occurred; and
b) Contractor does not correct that breach within 20 days of receiving the City’s
notice.
If Contractor believes that it cannot cure the breach within 20 days, Contractor
a) may notify the City within 5 days of receiving the City’s notice, explaining why
Contractor believes it needs additional time to effectuate a cure and proposing
schedule for cure, and
b) will diligently proceed to cure the breach within that schedule.
The City, in its sole discretion, may take any of the following acts:
a) accept Contractor's proposed schedule of cure, or
b) make a written demand that Contractor cure the breach within an alternative time
period set by the City, or
c) exercise any remedies under this Contract, including terminating this Contract at
the end of the 20 day period.
2. Repeated Breach. Contractor repeatedly or habitually breaches this Contract, as
determined in the sole discretion of the City.
3. Contract Service Failures
a) Contractor fails to Collect the following percent of pickups (regularly scheduled or
by appointment) at Customers’ Set-out Sites (subject to Collection Service
Exceptions):
(1) 10% or more for more than 7 consecutive days,
(2) 5% or more during a 12-month period; City does not have to wait until the end
of the 12-month period to declare this Default, or
4. Failure to Comply With Law:
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a) Violation
(1) Contractor does not cure any violation of applicable law to the satisfaction of
the City or applicable regulatory authority within 30 days of the notice,
assessment, or determination of that violation of applicable law; or
(2) Repeated. Contractor repeatedly, in judgment of City, receives a notice,
assessment, or determination of the same or different violation of applicable
law.
b) Contests. If Contractor is entitled to contest, and in good faith does contest a notice,
assessment, or determination of violation of applicable law, no default will be
deemed to have occurred until a final decision adverse to Contractor is entered.
5. Criminal Activity: Contractor fails to effectuate cures or to timely terminate and/or
replace any Contractor Representative under Section 8.02.
6. Failure to Timely Pay Contractor Payment Obligation: Contractor fails to pay any
Contractor Payment Obligation within 15 days of the date it is due and payable.
7. Failure to Allow City to Perform Contract Service: Contractor fails to timely allow
City to exercise any of City’s rights in connection with performing Contract services
under § 8.09.
B. Performance Assurance Defaults
1. Failure to Provide Performance Assurance: Contractor fails to provide any
performance assurance.
2. Seizure, Attachment: Any Contract Service Asset is seized, attached, or levied upon
(other than a pre-judgment attachment) so as to substantially impair Contractor's ability
to timely and fully perform Contract services, and which cannot be released, bonded,
or otherwise lifted within 48 hours, excepting weekends and holidays.
3. Insolvency, Bankruptcy, Liquidation:
a) Contractor:
(1) files a voluntary claim for debt relief under any applicable bankruptcy,
insolvency, debtor relief, or other similar law now or hereafter in effect, unless
Contractor retains full control of Contract Service Assets throughout the
pendency of that claim, or
(2) consents to the appointment of or taking of possession by a receiver, liquidator,
assignee (other than as a part of a transfer of Contract Service Assets no longer
used to provide Contract services), trustee (other than as security of an
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obligation under a deed of trust), custodian, sequestration, administrator (or
similar official) of Contractor for any part of Contractor's operating assets, or
any substantial part of Contractor's property, or
(3) makes any general assignment for the benefit of Contractor's creditors, or
(4) fails to pay Contractor's debts as they become due, or
(5) takes any action in furtherance of any of the foregoing.
b) Court Ordered:
(1) a court having jurisdiction enters a decree or order for relief in respect of this
Contract, in any involuntary case brought under any bankruptcy, insolvency,
debtor relief, or similar law now or hereafter in effect, or
(2) Contractor consents to or fails to oppose any similar proceeding, or
(3) any court having jurisdiction enters a decree or order appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator, administrator (or similar
official) of Contractor or for any part of Contractor's operating equipment or
assets, or orders the winding up or liquidation of the affairs of Contractor.
4. Transfer: Contractor makes a Transfer without City consent required by § 10.02.
5. Subcontract: Contractor engages a subcontractor or enters into a subcontract without
City knowledge and consent and does not terminate that subcontract within 15 City
business days of City notice.
C. False Representations; Breach of Warranties.
1. Under this Contract.
a) Contractor makes a representation or certification in or under this Contract, which
Contractor knows, or in the course of diligently conducting business and providing
Contract services should have known, is untrue on the date Contractor made it.
b) Contractor breaches a warranty under this Contract.
2. As inducement to enter into this Contract. Contractor makes a representation or
fails to make a disclosure, whether within this Contract or otherwise, to City in
connection with or as a material inducement to entering into this Contract or any future
amendment to this Contract, which representation or failed disclosure is false or
misleading in any material respect when made.
8.03 Breaches and Defaults Excused
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A. Uncontrollable Circumstance/prevention and mitigation. To the extent that the default
is due to an Uncontrollable Circumstance, Contractor will not be deemed in default for
breach of its Performance Obligations under the following sections:
1. Section 8.02(A)(1) and (2) (uncured breach; repeated breach), except to the extent that
a breach constitutes a default otherwise itemized in Section 8.02, or
2. Section 8.02(A)(3) (contract service failures)
if Contractor exerted the following best efforts:
1. to prevent the breach, and
2. to mitigate the effects of the Uncontrollable Circumstance.
For example, if Contractor breaches the Contract by failing to provide insurance, which
breach constitutes a specific default under Section 8.02B, that breach is not excused by an
Uncontrollable Circumstance.
B. Contractor notice of Uncontrollable Circumstance. Contractor will give immediate
notice of an Uncontrollable Circumstance to the City, including:
1. Describing the breach for which Contractor seeks to be excused;
2. the expected duration of the Uncontrollable Circumstance;
3. the extent to which Contractor may curtail Contract services;
4. any requests or suggestions to mitigate the adverse effects of the Uncontrollable
Circumstance.
C. City’s Rights.
1. Perform Contract services. Notwithstanding that a breach due to Uncontrollable
Circumstances does not constitute a default, after the continuance of the breach for 48
hours City may nevertheless, in its sole discretion, perform Contract services in the
Contract Service Area itself as allowed by § 8.09.
2. Exercise other remedies. After the continuance of any breach for 30 days, City may,
in its sole discretion, exercise any other remedy under this Contract, including
suspending or terminating this Contract as provided in § 9.01.
8.04 Remedies
A. As provided by law. Either party may exercise any and all remedies available under law
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or equity for the other party’s breach of this Contract. A party’s exercise of any one remedy,
including City’s assessing liquidated damages, is not an election of remedies but is
cumulative with any other available remedies.
B. City’s additional remedies. In addition to exercising any remedy available under law or
equity, upon occurrence of a default, City, in its sole discretion, may exercise any or all of
the following additional remedies:
1. Terminate this Contract or any portion of Performance Obligations as authorized by §
9.01(A);
2. Suspend this Contract or any portion of Performance Obligations as authorized by §
9.01(B);
3. Perform Contract services as allowed by § 8.09;
4. Injunctive Relief / Damages seek to obtain injunctive relief and/or damages;
5. Damages: assess liquidated damages, compensatory damages and any other damages
under law, and
6. Financial Assurances: drawing on the Letter of Credit or Bond, demanding payment
under indemnities, or submitting claims under insurance.
C. Contractor Payment Obligations. City may Collect Contractor Payment Obligations due
and owing by Contractor to City by any or all of the following means:
1. demanding payment from Contractor,
2. drawing on the Letter of Credit or Bond if Contractor fails to pay an undisputed
Payment Obligations within 15 days after notice from the City,
3. submitting claims as an additional insured under insurance policies or under
Contractual liability provisions of insurance policies, and
D. Dispute Resolution. The Parties available legal remedies notwithstanding, the Parties
agree to participate in good faith to resolve any dispute, claim or controversy arising
out of or relating to this Contract. If the dispute, claim or controversy is not resolved
by negotiation, the Parties may agree to participate in mediation in good faith prior to
exercising legal remedies. The Parties shall share equally in the cost of mediation.
8.05 Additional Compensatory Damages. Without limiting the City’s rights to seek
compensatory damages under § 8.01 or law, City may seek the following compensatory damages:
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A. Amounts equal to any Contractor Payment Obligations or other amounts that Contractor
has previously paid to City but are subsequently recovered from that City by a trustee in
bankruptcy as preferential payments or otherwise;
B. If City terminates this Contract for default, that City’s reimbursement costs to provide or
re-procure services in lieu of Contract services; and
C. If City terminates this Contract for default, City’s projected direct costs of replacing
services in excess of Contractor service compensation for the balance of the term remaining
if this Contract had not been terminated, as based on service fees under replacement
agreements for those services.
THIS SECTION WILL SURVIVE THE TERMINATION OF THIS CONTRACT FOR 180
DAYS OR OTHER PREFERENCE PERIOD PROVIDED UNDER APPLICABLE LAW WITH
RESPECT TO BANKRUPTCY OR INSOLVENCY. City may draw upon the Letter of Credit,
Bond, or any other available performance assurance to pay compensatory damages.
8.06 Waivers
A. Waiver of Breach. No waiver of any breach or default constitutes a waiver of any other
breach or default. Failure of City to enforce any provision of this Contract may not be
construed as a waiver of City’s enforcement rights. City’s subsequent acceptance of any
damages or other money paid by Contractor may not be deemed to be a waiver by City of
any pre-existing or concurrent breach or default.
8.07 Jurisdiction; Venue, Costs
A. Jurisdiction. Parties will bring any lawsuit arising out of this Contract in Wisconsin State
courts, which will have exclusive jurisdiction over those lawsuits.
B. Venue. Venue is made in and will be performed in circut court sitting in the County of
Waukesha, WI, to the extent permitted by Applicable law.
8.08 Enforcement Costs. Contractor will reimburse City upon request for either or both of the
following City’s reimbursement costs:
A. investigating any alleged breach, when such investigation concludes that Contractor was
in breach, when appropriate in City’s judgment, or
B. incurred by City as a consequence of a breach.
8.09 City Right to Perform
A. Events. City may perform, or provide for the performance of, any or all Performance
Obligations such as Collection, transportation, and delivery of Solid Waste to the Disposal
facility upon the occurrence of either of the following events determined by the City in its
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sole discretion:
1. Failure to Collect for 48 hours: Contractor, due to Uncontrollable Circumstances or
for any reason whatsoever, fails, refuses, or is unable to Collect any Solid Waste and
transport it to the Disposal facility or the designated Recyclables drop-off site, for a
period of 48 hours after the Collection was required under this Contract, and the City
determines in its sole discretion that there is a danger to the public health, safety, or
welfare; or
2. Suspension or termination of Contract: City suspends or terminates all or a portion
of this Contract.
B. Continuation. City has no obligation to continue performing or providing for the
performance of any or all Performance Obligations and may at any time, in its sole
discretion, cease to provide any or all Performance Obligation. However, City’s right to
perform or provide for the performance of any or all Performance Obligations will continue
until either of the following:
1. Resumption of Service: Contractor can demonstrate to the City’s satisfaction that
Contractor is ready, willing, and able to resume timely and full performance of all
Performance Obligations, or
2. Alternative service arrangements: City can make alternative arrangements for
providing services, in its judgment comparable to Contract services in scope and price,
which may include Contracting with another service provider.
C. Notice. The City may give Contractor 24 hour oral notice that City is exercising any or all
of City’s rights under this Section. The oral notice will be effective immediately, but within
another 24 hours, City must confirm that oral notice with written notice.
D. Records. At the City request, Contractor will immediately provide the City or its designees
with immediate access to Contractor’s office at any time City is exercising its rights under
this section with respect to those Records related to routing and Customers’ frequency and
level of Contract Service.
8.10 Liquidated Damages: Acknowledgement, Agreement and Confirmation.
Termination of this Contract for default and other remedies provided in this Contract are, at best,
a means of future correction and not remedies that make City whole for past breaches therefore,
the following liquated damages are available to the City.
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Performance Standard Monetary Penalty
1 Failure to respond to Customers’ complaint(s) within the $25 per occurrence per day
specified time frame
2 Reporting unresolved complaints as resolved $100 per occurrence
3 Chronic service failures - three (3) or more instances of the $150 upon the 3rd occurrence; $50 per
same or similar problem at the same service address within any occurrence thereafter
ninety (90) day period.
4 Commingling of Refuse, program Recyclables, Yard Waste, or $1,000 per occurrence. City also reserves
any other materials, unless approved by the City’s the right to recover excess State Tipping
Representative Fee if a chronic pattern of commingling is
established.
5 Failure to deliver any Recycling Collected to a licensed MRF $1,000 per occurrence; repeat occurrences
may also result in termination of
agreement.
6 Failure to clean spillage or leakage (oil, hydraulic fluid, Solid $250 per occurrence in addition to
Waste, Recyclables, etc.) immediately or within 2 hours of City reimbursement §3.08.C.
notification.
7 Failure to repair or replace a Recycling Receptacle within three $100 per occurrence
(3) days of notification of disrepair
8 Failure to provide a Recycling Receptacle to a new account $100 per occurrence
within 5 City Business Days of notification
9 Failure to submit reports within required timeframes $100 per day
ARTICLE 9. SUSPENSION OR TERMINATION
9.01 City Right to Suspend or Terminate
A. Termination Events. City may, in its sole discretion, terminate this Contract in whole or
in part, in the following termination events:
1. Default: the occurrence of a default;
2. Uncontrollable Circumstances: the occurrence and continuance of an Uncontrollable
Circumstance under § 8.03(C);
B. Suspension Events. City may in its sole discretion suspend this Contract, in whole in or
in part, upon the occurrence of any Termination Event for no longer than 30 days. During
the suspension period Contractor will have the opportunity to demonstrate to the
satisfaction of City that Contractor can once again fully perform Contract services. If
Contractor so demonstrates to satisfaction of City in its sole discretion, City’s right to
suspend or terminate this Contract will cease and Contractor may resume providing
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Contract services. If Contractor does not so demonstrate, City may terminate this Contract
and exercise its additional rights and remedies.
C. Notice. City will give Contractor a notice of termination or suspension effective at the
following times:
1. immediately or upon other period stated by City with respect to the following defaults
described in Section 8.02:
a) insurance), and
b) insolvency, bankruptcy, liquidation, to the extent permitted by applicable law
(insolvency, bankruptcy, liquidation), or
2. upon Contractor’s receipt of notice with respect to all other defaults, unless City
specifies an alternative date in the notice;
3. a date City specifies in the notice.
D. Suspension, Termination of a Portion of Performance Obligations: Reduction in Fee.
If City suspends a portion of this Contract or terminates some but not all Performance
Obligations, Contractor will continue to fully perform its obligations under the remaining
portions of this Contract which are not suspended or terminated, and the parties will mutually
agree upon an adjustment to the Contractor service fee to reflect actual reductions in
Performance Obligations.
9.015 Contractor’s Right to Suspend or Terminate. Contractor may, in its sole discretion,
terminate this Contract in whole or in part, if the City fails to provide payment for services under
Article 4 for three or more consecutive months.
9.0155 General Suspension or Termination Events. Either party may request termination or
suspension if the parties fail to agree on adjustments to Contractor service fee due to changes in
law as provided in § 14.02 (D).
9.02 Criminal Activity
A. In this section the following terms are defined as follows:
Criminal Activity means any of the following:
A. fraud or criminal felony offenses in connection with obtaining, attempting to obtain,
procuring. or performing a public or private agreement related to Recyclables, Yard
Waste, Refuse, construction and demolition debris, garbage, Refuse or any other
Solid Waste, or MSW management services of any kind (including Collection,
hauling, transfer, processing, composting, or Disposal), including this Contract ;
B. bribery or attempting to bribe a public officer or employee of a regulatory authority;
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or
C. embezzlement, extortion, racketeering, false claims, false statements, forgery,
falsification or destruction of Records, obstruction of justice, knowingly receiving
stolen property, theft, or misprision (failure to disclose) of a felony; or
D. unlawful Disposal of hazardous, designated, or other waste; or
E. violation of the following:
1. securities or antitrust laws (such as laws relating to price-fixing, bid-rigging, and
sales and market allocation), and
2. unfair and anti-competitive trade practice laws, including with respect to inflation
of waste Collection, hauling, or Disposal fees.
Position of Influence means a position of authority or responsibility to directly or
indirectly administer, manage, direct, supervise, or oversee Contract services for this
Contract, including the following:
A. supplying Goods or services,
B serving as a member of the governing body of directors of Contractor or an Affiliate,
C. serving as an officer of Contractor or an Affiliate,
D. reviewing or negotiating Contractor’s Contracts (including this Contract),
E. providing in-house legal services,
F. providing captive insurance or other performance assurance or security, and
G. providing Collection, Recycling, processing or Refuse Disposal, but
excluding the following:
a. monitoring Contractor’s performance,
b. supervising Contractor’s finance and capital budget decisions, and
c. articulating general policies and procedures not related to Criminal
Activity.
B. Notice. Contractor will immediately give notice to the City of either of the following with
respect to Contractor or any Contractor Representative:
1. conviction of a Criminal Activity or
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2. plea of “guilty”, nolo contendere” or “no contest” to a Criminal Activity.
Contractor will promptly notify the City of any of those convictions or pleas with respect
to a Contractor Representative in a position of influence.
C. Cure. Upon the occurrence of any conviction or plea, Contractor immediately will do or
cause to be done both of the following:
1. terminate from present employment or remove from present office the offending
Contractor Representative who is an individual, or, with respect to a Contractor
Representative that is Contractor or an Affiliate, the individual or individuals
responsible for the Criminal Activity, unless otherwise directed or ordered by a court
or regulatory authority of competent jurisdiction and/or authority, and unless
termination would subject Contractor, an Affiliate or any of its Contractor
Representatives to substantial liability for breach of any labor agreement entered into
before this Contract execution date, and
2. refrain from employing or appointing that Contractor Representative who is an
individual or, with respect to a Contractor Representative that is Contractor or
Affiliates, the individual or individuals responsible for the Criminal Activity, from any
other position of influence.
D. City remedies. Upon the occurrence of either of the following events:
1. Contractor or any Affiliate fails to effectuate the cure described in § 9.02(C), or
2. the Criminal Activity is related to this Contract or occurs within the boundaries of City
(incorporated or unincorporated),
City may take any or all of the following actions:
a) suspend or terminate this Contract, or
b) impose other sanctions (which may include financial sanctions and any other
condition the City deems appropriate, short of suspension or termination) as it
deems proper.
E. Limitations on Contractor Representative. No Contractor Representative may have
previously:
1. been convicted of a Criminal Activity, or
2. plead “guilty”, “nolo contendere” or “no contest” to a Criminal Activity.
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ARTICLE 10. TRANSFER OR ASSIGNMENT OF CONTRACT
10.01 City Transfer. City may transfer this Contract to any of the following persons without
Contractor’s consent; to a sanitation district, other joint power authority or other public entity
succeeding to the major portion of City’s Solid Waste management rights and obligations.
10.02 Contractor Transfer.
A. In this subsection, the term Transfer means any of the following:
1. selling, exchanging, or otherwise transferring ownership or control of Contractor
(through sale, exchange, or other transfer of outstanding stock, partnership shares,
equity interest, or otherwise) except to an Affiliate;
2. any dissolution, reorganization, consolidation, merger, re-capitalization, stock issuance
or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation, buy-
out, or other transaction which results in a change of ownership or control of Contractor
except to an Affiliate if pursuant to an internal corporate reorganization;
3. insolvency or bankruptcy, making assignment for the benefit of creditors, writ of
attachment of an execution, being levied against Contractor, appointment of a receiver
taking possession of any of Contractor’s tangible or intangible property;
4. any sale or other transfer of 50% or more of the value of assets of Contractor except for
sales or transfers to, an Affiliate, parents, grandparents, siblings, children, and
grandchildren of persons having a shareholder, partnership or other equity interest in
Contractor on the Contract execution date ("Immediate Family") or trust created
primarily to benefit members of the immediate family;
5. assumption of any of Contractor's rights under this Contract, or assumption by,
delegation to, or takeover of any Performance Obligations or any other Contractor's
duties or responsibilities under this Contract by any person other than Contractor
(except to an Affiliate), whether by subcontract (unless approved by City under §
10.01) or any other mechanism.
B. Contractor acknowledges that Contractor submitted evidence to City with respect to
Contractor’s experience, expertise, and qualifications to provide Contract services, and that
Contractor’s experience, expertise, and qualifications were material considerations of City
in entering into this Contract with Contractor. Therefore, Contractor shall not without City
consent, given in City’s sole discretion, Transfer in whole or in part, voluntarily or
involuntarily, any of the following:
a) this Contract,
b) any rights or duties in this Contract or under the Contract.
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C. Contractor may not circumvent City’s consent rights by securing goods or Contract services
from a subcontractor.
D. Contractor request. Without obligating City to give consent, Contractor will demonstrate
to City’s satisfaction that the proposed transferee has the operational and financial ability
to satisfy Performance Obligations. City is not obligated to consider any proposed Transfer
by Contractor if Contractor is in breach at any time during City’s consideration.
E. Novation. If City consents to Transfer of this Contract, it will execute a novation under
which the person which is the transferee Contractor assumes all of the rights and
Performance Obligations of the transferor Contractor.
ARTICLE 11. INTERPRETATION OF CONTRACT
11.01 Specifics no limitation on generalities. The mention of any specific duty or liability
imposed upon Contractor may not be construed as a limitation or restriction of any general liability
or duty imposed upon Contractor by this Contract or applicable law.
11.02 Integration. This Contract contains the entire agreement between the parties with respect
to their rights and obligations under this Contract except as provided below, there are no Contracts
or understandings between these Parties other than those written or specified in this Contract. The
entire agreement of the Parties with respect to the transactions contemplated herein is contained in
the documents listed below. The documents listed below are incorporated into and together
comprise all terms of this Contract:
(a) This Contract and all Schedules attached;
(b) The Request for Proposal (RFP) including amendments thereto.
In the event of any conflict in any of the terms of the foregoing, the order of priority of such terms
shall be in descending order of the above list.
11.03 Governing Law. This Contract is governed by, and construed and enforced as required by,
the applicable laws of the State of Wisconsin.
11.04 Severability. If any clause, sentence, provision, subsection, section, or article of this
Contract or exhibit or attachment to this Contract is ruled unconstitutional, illegal, invalid, non-
binding, or unenforceable by any court of competent jurisdiction, then the parties will take the
following actions:
A. promptly meet and negotiate a substitute for the Contract provision and any related
amendments, deletions, or additions to other provisions of this Contract which together
effect the parties’ original intent to the greatest extent allowable under applicable law; and
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B. if necessary or desirable to accomplish preceding item (1), apply to the court that declared
said invalidity for a judicial construction of the substituted Contract provision and any
amendments, deletions, or additions to this Contract.
The unconstitutionality, illegality, invalidity, non-binding nature, or unenforceability of any
Contract provision will not affect any of the remaining provisions of this Contract. This Contract
will be construed and enforced as if the Contract provision did not exist to the extent possible.
However, if any Contract provision with respect to City’s direction to deliver Recyclables to the
licensed MRF site is ruled unconstitutional, illegal, invalid, non-binding, or unenforceable by any
court of competent jurisdiction, then City in its sole discretion may either sever that Contract
provision and construe and enforce this Contract as required by this section or Terminate all or a
portion of this Contract. Contractor agrees that it will not challenge the constitutionality, legality,
validity, enforceability or binding nature of Contractor’s obligation to deliver Recyclables to the
licensed MRF.
11.05 Interpretation. This Contract must be interpreted and construed reasonably and neither for
nor against either Party, regardless of the degree to which either party participated in its drafting.
Contractor acknowledges that it determined to provide Contract services in City and execute this
Contract upon its own choice and initiative and that it had the opportunity to submit comments,
recommend changes, and take exception to the proposed provisions of this Contract during the
procurement process. Each party represents and warrants that it has reviewed this Contract and
has either commented upon this Contract or had the opportunity to do so, with advice of its
attorneys. No provision in this Contract may be construed against City solely because the County
assisted the City in preparing the form of this Contract.
ARTICLE 12. THE PARTIES
12.01. The Parties agree and the Contractor acknowledges as follows:
A. Contractor will have the exclusive control over the manner and means of performing
Contract Service and over all persons performing Contract Service, except for City’s right
to change the scope of Contract service as described in Article 14.
B. Contractor is solely responsible for the acts and omissions of its officers, employees,
Contractors, subcontractors, and agents, none of whom is deemed to be an officer, agent,
servant, or employee of City.
C. Nothing in this Contract may be construed as creating an arrangement for handling
Unpermitted Waste.
D. Contractor bears the sole responsibility and liability for furnishing workers' compensation
and all other benefits required by law to any individual for injuries arising from or
connected with Contract services performed on behalf of Contractor under this Contract.
E. Contractor’s actions and Performance Obligations include reference to any subcontractor’s
actions under this Contract, as applicable, without specifying in each instance that
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Contractor must directly take those actions itself, or cause its subcontractors to take those
actions on Contractor’s behalf.
12.02 Parties in Interest – City. Nothing in this Contract, whether express or implied, is intended
to confer any rights on anyone other than the parties and the parties’ respective representatives,
successors, and permitted assigns. City’s Related Parties are third party beneficiaries of provisions
in this Contract that reference them.
12.03 Binding on Successors. The provisions of this Contract will inure to the benefit of and be
binding on the successors and permitted assigns of the parties.
12.04 Further Assurances. Each party agrees to execute and deliver any instruments and to
perform any acts as may be necessary or reasonably requested by the other to give full effect to
this Contract, including Contractor Documentation.
12.05 Actions of City in Its Governmental Capacity. Nothing in this Contract may be interpreted
as limiting the rights and obligations of City in its governmental or regulatory capacity.
12.06 Contractor’s Obligations Performed at Its Sole Expense. Contractor will perform
Contract services solely for the compensation expressly provided for in this Contract.
12.07 Parties Representatives
A. City. The City Representative is identified on the cover page of this Contract and at § 16.01
B. Contractor Representative. Contractor Representative is named on the cover page of this
Contract, at § 16.01 and in Contractor Documentation. Contractor Representative must
have at least 5 years’ experience in Solid Waste and Recycling Collection services before
being named Contractor Representative. Contractor Representative is authorized to act on
behalf of Contractor in the satisfaction of all Performance Obligations and exercise of
Contractor’s rights and options under this Contract.
12.08 Due Diligence. Contractor acknowledges each of the following:
A. services, including Contract Service, are highly regulated under applicable law,
B. City may be subject to statutory fines, or withholding of funds, for failure to achieve
mandated Diversion levels, and
C. waste management is a public health and safety concern.
Contractor agrees that it will exercise due diligence in performing Contract Service.
12.09 No Use of City Name. Contractor will not do business as or use a corporate, partnership,
venture, or other formal name, containing the name of City or implying government ownership.
12.10 Subcontractors.
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A. Goods or services related to Collection, transportation, processing, or Diversion of
Solid Waste. Contractor shall not engage any subcontractor without City’s prior approval
of the subcontractor. Any subcontract entered into without City’s approval of the
subcontractor is a default. An approved subcontractor cannot Contract for the performance
of its duties or obligations to the Contractor. Any such sub-subcontracting will be
considered a default.
B. Contractor responsibility. Contractor is solely responsible for directing the work of
subcontractors and paying subcontractors’ compensation.
C. Removal. City may require Contractor to remove any approved subcontractor.
ARTICLE 13. TERM OF CONTRACT
13.01 Commencement and Expiration.
A. Contract execution date and expiration of term. The Term for this Contract commences
on January 1, 2021 and expires on December 31, 2025.
B. City options to extend term. On or before 90 days prior to the expiration of the original
term under subsection (A), City, may extend the term of the Contract for two years with
the mutual consent of the Contractor.
13.02 Survival of Certain Provisions. The following provisions of this Contract will survive the
term:
A. all acknowledgements, representations, and warranties of the parties in this Contract,
B. all indemnities,
C. Contractor Payment Obligations or claims therefore,
D. all Contractor’s Performance Obligations and City’s rights with respect to Records,
including the following:
1. giving City a copy of Records, or allowing City to copy, inspect, and audit Records,
including:
a) information with respect to Refuse Disposal and Solid Waste Management
Facilities (such as Disposed Tons of Solid Waste),
b) certificates of insurance or other evidence of insurance coverage, and
c) Contract Service Asset inventory and Contract Service Asset documentation.
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E. All Contractor’s Performance Obligations and City’s rights with respect to reports;
including submitting final reports.
F. Any other provision of this Contract that expressly states that it survives termination.
G. Any right of either party vested and any obligation of either parties accrued before the
termination date.
After the termination date, Contractor has no other Performance Obligations or rights under this
Contract.
13.03 Contractor's Obligations Upon Expiration or Termination: OBLIGATIONS IN THIS
SECTION SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT. If
Contractor is not awarded an agreement to continue to provide MSW management services to City
after the expiration or termination of this Contract, prior to and after that expiration or termination,
Contractor will cooperate fully with City and the succeeding Contractor(s), licensee(s),
permittee(s) or other person(s) providing services to assure a smooth, efficient, orderly, timely,
and effective transition of and delivery of MSW management services to City’s residential
Customers, including providing City with Records as required under Article 6 upon request, in the
format specified by City.
ARTICLE 14. CHANGE IN SCOPE OF SERVICE
14.01 Change in Performance Obligations
A. At City direction. City may direct Contractor to implement a change of Performance
Obligations, including Contract service specifications or Contract service standards, in the
Contract Service Area following request for, submission of, and review of Contractor’s
proposal under Section 14.02. Contractor will submit its proposal within 15 City Business
Days of receiving City’s request for proposal (or a longer period that City may designate
in light of the complexity or magnitude of the directed change).
B. Upon Contractor Proposal. Contractor may propose to City a change in the scope of
Contract services under Section 14.02, such as the following:
1. new developments in Collection technologies that would improve Contract Service
efficiency and reduce the Contractor service fee, pollution, or environmental impact;
2. a program that would increase Diversion; and
3. changes in operations necessitated by a change in law.
14.02 Review and Comment
A. Proposal contents. In its proposal, Contractor must describe its detailed plan for
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implementing the requested or proposed change, including the following:
1. a task list and time-line implementation schedule,
2. Goods or services (including any subcontractor) necessary to implement the change,
and
3. any change in Contractor service fee and cost substantiation therefore, including
Contractor’s changes in direct costs (taking into account both incremental direct costs
and savings offsets) such as:
a) modifying vehicle(s);
b) adding Receptacle(s), vehicle(s) or routes;
c) shortening or extending route time;
d) laying off or supplementing labor; and
e) increasing transportation distance or time to a Solid Waste Management Facility.
Contractor will include documentation supporting its proposal satisfactory to the City.
B. City may withdraw the request for proposal at any time, for any reason, including receipt
of a proposal from Contractor unsatisfactory to the City.
C. Offer. Contractor’s proposal will be deemed Contractor's offer to City to implement the
requested or proposed change. Contractor’s proposal will remain binding for 60 days from
the date submitted to the City.
D. Failure to agree.
1. City-directed change. If the parties cannot reach agreement on a proposal directed by
the City, the City may implement the change itself or through another Person
2. Contractor-initiated proposal. If the parties cannot reach agreement on a proposal
initiated by Contractor the proposal is deemed rejected and this Contract will not be
amended.
ARTICLE 15. AMENDMENTS
15.01 Amendments
Any amendments to this Contract must be by written agreement of the Parties.
ARTICLE 16. NOTICES, CONSENTS, APPROVALS, ETC.
16.01 Notices, etc. notices must be given to the City at the following addresses:
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City: Scott Kroeger Contractor: Jason Johnson
Director of Public Works W144 S6350 College Court
W182 S8200 Racine Ave. Muskego, WI 53150
Muskego, WI 53150 262-893-9156
262-679-5686
The notice may be provided in one or more of the following forms:
A. by Email;
B. by personal delivery to a Contractor or City representative as the case may be;
C. by deposit in the United States mail first class postage prepaid (certified mail, return receipt
requested); or,
D. by commercial delivery service providing delivery verification.
notice by City to Contractor of a missed pick-up or a Customer problem or complaint may be given
to Contractor orally by telephone at Contractor's local office with written confirmation sent to
Contractor promptly after the oral notification.
Parties must notify the other of a change of their address.
16.02 Writing Requirements. All notices, reports, demands, requests, directions, selections,
option exercises, orders, proposals, reviews, comments, acknowledgments, approvals, agreements,
consents, waivers, certifications, and other communications made under this Contract must be in
writing, unless oral communication is explicitly authorized.
16.03 Exercise of Options. Parties will exercise any approval, disapproval, consent, acceptance,
option, discretion, election, opinion, or choice under this Contract, make a requirement under this
Contract, or interpret this Contract (“Discretionary Action”) reasonably. Recognizing the essential
public health and safety protections this Contract serves, where this Contract specifically provides
that the exercise of any “Discretionary Action” is in either party's independent, sole, exclusive, or
absolute discretion, control, or judgment, the other party will not question or challenge the other
party’s exercise thereof. Parties will nevertheless exercise their rights and remedies in good faith
as required by applicable law.
ARTICLE 17: STATE TIPPING FEES
17.01. Contractor shall provide to City a Monthly Invoice showing the State Tipping Fees owed
based on the monthly actual tonnage, as recorded on the invoice, of refuse brought into the
landfill. The City shall pay said invoice within thrity (30) days of receipt thereon. The invoice
shall come from GFL Muskego, LLC for accounting purposes.
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ARTICLE 18. EXECUTION OF CONTRACT
18.01 Execution in Counterparts. This Contract may be signed in any number of original
counterparts. All counterparts will constitute but one and the same Contract.
18.02 Authority to Execute.
A. City. City warrants that its officers listed below have been duly authorized to execute this
Contract on its behalf.
B. Contractor. Contractor warrants that the individuals listed below have been duly authorized
to execute this Contract on its behalf.
City of Muskego: GFL Muskego, LLC
Date: __________________________________
Date: _____________________________
_______________________________________
Mayor Rick Petfalski, Jr. By: _______________________________
Attest: Name:_____________________________
_______________________________________ Title: ______________________________
Sharon Mueller, Director of Finance &
Administration Attest:
__________________________________
Name:_____________________________
Title: ______________________________
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SCHEDULES
Contract Documentation Checklist.
RFP REFERENCE
Schedule 1: Contract Services And Cost Summary Form 1A
Schedule 2: Collection Contract Compliance Items Related To Recycling Containers
and Delivery of Recyclables to the Licensed MRF
Schedule 3: Contractor Financial Assurance XIII
Schedule 4: Contractor Evidence Of Insurance XIV
Schedule 5: Contractor Affidavit Certifying Access To Sufficient Landfill Capacity XVI
Schedule 6: Annual Rate Adjustment (CPI And Fuel) IX
Schedule 7: Sample Monthly Invoice
Schedule 8: Bulky Item Diversion Program VII.m.vi.
Schedule 9: Emergency Back-Up Collection Service Plan VII.j.
Schedule 10: Customer Complaint & Billing Dispute Resolution Protocol VII.k.
Schedule 11: Unpermitted Waste Screening Protocol VII.m.v.
Schedule 12: Customer Education Plan VII.a.i.ii.
Schedule 13: Route Maps, Sheets, And Change Requests VII.f.
Schedule 14: Recycling Receptacles Inventory VII.a.,g.
Schedule 15: Monthly & Annual Reports (Samples) VII.r.
Schedule 16: Delivery Protocol For Designated MRF – Not Applicable
Schedule 17: Vehicles, Drivers And Equipment VII.s.
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SCHEDULE 1
CONTRACT SERVICES AND COST SUMMARY (Excel File Provided)
\[Insert table provided with all final negotiated pricing from Form 1A of the RFP. Include a
schedule of costs for on-call bulk items (Schedule 1a), a schedule of emergency service costs (1b),
and any other agreed services and pricing.\]
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SCHEDULE 2
COLLECTION CONTRACT COMPLIANCE ITEMS RELATED TO RECYCLING
CONTAINERS AND DELIVERY OF RECYCLABLES TO A LICENSED MRF
The Contractor shall comply with the provisions below, \[these may vary based on the results the
RFP, including the Licensed MRF\].
A. Recycling Container Provisions
1. Recycling Container Standards. All Recycling containers shall be for single sort Recycling
and shall meet City standards for in-mold educational labeling, identifying recyclable and
non-recyclable/hazardous materials. All containers shall have a 10-year warranty.
2. Distribution and Use of Recycling Containers. Contractor shall, by the dates specified in
this Contract, distribute Recycling containers to each household/unit served under this
Contract. Contractor shall ensure these containers are only used for Recycling. Contractor
shall notify any non-complying household/unit at the time non-compliance is observed,
and shall track and report a summary of non-compliance to the City monthly.
3. Distribution of Educational Materials. Contractor shall attach educational materials to the
top of each Recycling container upon delivery of the containers, as noted above. The
Contractor shall submit to the City in advance for review and all costs for production are
the Contractors responsibility.
4. Contractor Report on Containers. Contractor shall provide the City an annual report by
February 1 each year on the number and size(s) of Recycling containers used within the
City.
B. Direct Haul Provisions
1. Direct Haul. Contractor shall deliver all recyclable materials Collected under this Contract
to the Licensed MRF.
2. Record Keeping and Reports. Contractor shall keep Records and provide all requested data
and reports to the County as needed to administer recycling grants and maintain compliance
with applicable state or local codes, program rules, and the protocol for delivery of
Recyclables to the Licensed MRF. This includes, but is not limited to, providing up-to-
date information on haul routes, Collection days and times, and vehicles used to Collect
Recyclables.
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SCHEDULE 3
CONTRACTOR FINANCIAL ASSURANCES
\[Insert Letter of Credit (LOC) or Performance Bond as required in Section 7.03 of this Contract\]
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SCHEDULE 4
CONTRACTOR EVIDENCE OF INSURANCE
\[Insert certification as required in Section 7.01 of this Contract\]
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SCHEDULE 5
CONTRACTOR AFFIDAVIT CERTIFYING ACCESS TO SUFFICIENT LANDFILL
CAPACITY
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SCHEDULE 6
ANNUAL RATE ADJUSTMENT
Annual Rate increase will be shown in Schedule C on Form 1A
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SCHEDULE 7
SAMPLE MONTHLY INVOICE (Excel File Provided)
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SCHEDULE 8
BULKY ITEM DIVERSION PROGRAM
Insert the Bulky Item Diversion Program which should include, at a minimum, the following:
1) Provide a description of type of vehicles and process for Collection of Bulky Items.
2) Describe any Recycling of Bulky Items such as scrap metal, appliances, tires, wood,
and furniture.
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SCHEDULE 9
EMERGENCY BACK-UP COLLECTION SERVICE PLAN
Insert the Emergency Service Plan which must include, at a minimum, the following:
1) Emergency Backup Service Plan.
Contractor shall file with City an emergency backup service plan. Contractor shall
implement that plan if, due to Uncontrollable Circumstances or for any reason
whatsoever, Contractor fails, refuses, or is unable for a period of 48 hours to Collect
and/or at any time to transport Solid Waste or debris, or any portion thereof to a licensed
Disposal facility, and the City determines there is a danger to public health, safety, or
welfare.
2) Provide planned location of dumpsters, Bins or roll-off Receptacles and costs where
Customers may discard Refuse and other putrescible Solid Waste,
3) Provide implementation timeframe in emergency event for commencement of services,
4) Offer Customers the option of self-hauling Refuse and other putrescible Solid Waste
to a transfer station or Disposal facility that is permitted in accordance with applicable
law, with or without charge,
5) Describe the procedures for handling putrescible Refuse, preventing litter and
discouraging vectors (such as keeping Refuse Receptacles in their storage place and
not at Set-out Sites, discarding excess Refuse in closed plastic bags and not loose in
Refuse Receptacles),
6) Describe any refund policy for missed Collection, and
7) Provide replacements for drivers and other employees who are not providing Collection
or performing other Performance Obligations (such as supervisory personnel or
management, or employees of Affiliates or other Solid Waste management companies)
and security for those drivers and other employees.
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SCHEDULE 10
CUSTOMER COMPLAINT AND BILLING DISPUTE RESOLUTION
Insert the Customer complaint and billing dispute resolution protocol which must include, at a
minimum, the following:
1) Description of how Contractor will fulfill obligations, such as missed pickups, logging
complaint, complaint response time, record keeping requirements and prohibition
against referrals to City.
2) Description of Customer service employee training program.
3) Maintenance of electronic log for Customer inquiry of complaint.
4) Date and time of inquiry or complaint.
5) Inquirers or complainant’s name and address (if the individual is willing to give this
information).
6) Description of the inquiry or complaint.
7) Date and description of response taken or the reason for non-response.
8) Answer to inquiry or resolution of complaint.
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SCHEDULE 11
UNPERMITTED WASTE SCREENING PROTOCOL
Insert the Unpermitted Waste Screening Protocol which must include, at a minimum, the
following:
1) Requirements stated in Section VII. Scope of services in RFP #1427;
2) Mandatory personnel training:
a) for all drivers: training including hazard evaluation methods, emergency preparedness,
and emergency response plan implementation techniques with the intent that they learn
who, what and how to report on the incident;
b) for all route supervisors: training including hazard recognition and measurement and
covers personal protective equipment and work practices in keeping with the risk level;
c) for all drivers and route supervisors, at least 8 hours of refresher training annually;
3) Means of driver inspection, such as visual inspection during tipping of Receptacles into
Vehicles;
4) Immediate driver response, such as load segregation and notification procedures, including
leaving Non-Collection notices, when safe;
5) Driver notification, such as calling Contractor’s dispatcher or route supervisor;
6) Customer notification, including description of proper means to Dispose of Unpermitted Waste,
by phone call and/or written material/tags;
7) Notification of appropriate local agency or department (with contact phone number);
8) Appropriate action, such as segregation and containerization for manifesting and transport for
Disposal as required by applicable law or securing services of permitted handling and
transport company;
9) Compliance with applicable law, including regulations of the federal Department of
Transportation (DOT) (Title 49 CFR) and of the United States Environmental Protection
Agency (Title 40 CFR); and
10) Form, content and placement of labels on Receptacles that prohibit discard of Unpermitted
Waste.
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SCHEDULE 12
CUSTOMER EDUCATION PLAN
Contractor must provide an annual customer education plan which must include, at a minimum,
the following:
1) Customer Education Plan to be distributed at the beginning of each December for the
upcoming year to each resident who has refuse and recyclable pickup.
a) Distribution of instructions to Customers on how and when to set out Receptacles,
what materials (Refuse, Recyclables, Commingled Containers, Yard Waste) can be
discarded (including a description and list of the respective materials), what type of
service is provided i.e. curb/alley, and Contractor contact information (including
toll-free telephone number and e-mail address).
b) Distribution to Customers the upcoming pickup calendar and map.
c) Special announcements (For example. Christmas tree pick up dates in January,
etc.)
The City of Muskego will be provided this information at the same time so we can post on
our website as well. Contractor has the flexible on the size, number of pages, etc on this
document as long it contains the information indicated above. The document can be
distributed by mail, drop off, email, etc. as long as it is provide to each resident who has
refuse and recyclable pickup.
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SCHEDULE 13
ROUTE MAPS, SHEETS, AND CHANGE REQUESTS
Insert Contractor route details which must provide, at a minimum, the following:
1) Requirements stated in Section VII. Scope of services in the RFP:
a. Map showing beginning and ending points for each route with route marked on
a map.
b. Total number of Customers on each route, type and capacity of Collection
Vehicle, assigned number of workers for each route, and worker’s shift hours.
c. Day and approximate time (morning or afternoon) of pickup.
2) Promptly upon City request, the name and address of each Customer.
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SCHEDULE 14
RECEPTACLES INVENTORY
Haulers are required, at a minimum, to provide the following:
1) Requirements stated in Section VII. Scope of services in the RFP.
2) Insert order information and inventory ID upon delivery.
3) Total number of households served and a quantity of each container size delivered.
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SCHEDULE 15
MONTHLY AND ANNUAL REPORTS (SAMPLES)
1) Requirements stated in Section VII. Scope of services in RFP #1427.
2) Monthly Reports Required:
A. Recycling, Solid Waste, Bulky Items Tonnage
B. Update all or a portion of its inventory of Contract Service Assets.
C. Any occurrences affecting the Contractor’s performance;
D. Permit compliance status;
E. Documentation regarding Unpermitted Waste, if any, rejected, gathered, produced
and/or retained at the Disposal Facility
F. Discussion operational problems and resolution thereof or planned, and
G. Additional information related to Performance Obligations requested by City.
3) Mandatory Annual Reports.
A. A collated summary of the information contained in any Monthly Reports,
including reconciliation of any adjustments from prior Monthly Reports, and the
following information and statements:
B. Total Tonnage for Recycling, Solid Waste, Bulky Item and Yard Waste (as
applicable).
C. Updated Collection route maps as required
D. Complete inventory of Receptacles including total households and quantity of each
size Receptacle.
E. A declaration describing the current status of any criminal or civil litigation pending
against: (i) either Contractor or “Contractor Representatives” with respect to
Criminal Activities, and (ii) against Contractor with respect to Solid Waste
handling, Collection, Recycling or Disposal.
F. The name of all subcontractors, the amount of Goods or services that each
subcontractor provides to Contractor, and a description of Contractor’s
relationships to each subcontractor (including ownership interests).
G. An update on remaining estimated capacity of the Contract Disposal Facility.
H. A review of any Change in Law that would increase or decrease operational costs
of the Contract Disposal Facility i.e. state landfill environmental fees.
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SCHEDULE 16
PROTOCOL FOR DELIVERY OF RECYCLABLES TO THE DESIGNATED MRF
Not Applicable
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SCHEDULE 17
VEHICLES, DRIVERS AND EQUIPMENT
i. Vehicles used must comply with all Wisconsin Department of Transportation and Municipal
requirements (such as to properly contain materials).
ii. Specifications. Contractor shall acquire Collection vehicles of the manufacturer, model, type,
and description detailed on the inventory list attached as Contractor Documentation, meeting the
following specifications:
a) The bodies of any vehicle used in Collection pick-ups or transportation of Solid Waste
must have watertight beds of metal or impervious material that can be cleaned.
b) Vehicles used in Collection pick-ups must be packer-type, completely enclosed vehicles
unless other type of vehicles are required by terrain or type of Solid Waste to be hauled.
iii. Noise. The noise level generated by Collection vehicles using compaction mechanisms during
the stationary compaction process shall not exceed 75 decibels at a distance of 25 feet from the
vehicle measured at an elevation of 5 feet above ground level using the “A” scale of a standard
sound level meter at slow response, or applicable law, whichever is more stringent.
iv. Vehicle Identification. On the left, right, and rear of each vehicle, in letters and numbers not
less than 3 inches high and colors that contrast with the color of the body of the vehicle, Contractor
shall display the following information; company name, toll-free telephone number, and vehicle
number.
v. Vehicle Repair and Maintenance.
a) Safety. Contractor shall maintain all vehicles in good repair so that they operate properly
and safely.
b) Appearance. Contractor acknowledges that it is important to City that Contractor presents
a professional and pleasing image.
vi. Spare Vehicles. Contractor shall maintain in readiness at least one spare Collection vehicle,
fueled, and ready to dispatch and replace any Collection vehicle which breaks down on route
within reasonable time of a break down. Customers on that route shall receive Contract service
before 8:00 p.m. that same day.
vii. Driver training. Contractor shall provide operational and safety training for all of its
personnel, including those who drive Collection vehicles or operate other Collection equipment,
such training shall include live, on-the-job-training by supervisors. Contractor shall train its drivers
to identify Unpermitted Waste and comply with the Unpermitted Waste screening protocol.
viii. Route/Field Supervisor. During Collection, Contractor shall maintain on duty a site
supervisor of field operations responsible for ensuring compliance with this Contract, including;
observing Collection operations, identifying and correcting non-compliance with performance
specifications and responding to and resolving Customer complaints. Contractor shall equip
supervisor with a vehicle and equip that vehicle and each Collection Vehicle with 2-way radio or
cell phones.
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