09-23-2019 Council Packet - Laserfiche WebLink

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2 c. Personnel and Equipment. The Service shall be performed by properly trained and licensed personnel in adequate numbers and with adequate vehicles and equipment to complete the Service in a safe and timely manner d. Complaints and Missed Pick-Ups. All complaints as to WM’s provision of the Service, including alleged missed pick-ups, shall be given prompt and courteous attention. WM shall attempt to resolve all complaints promptly, and shall cure all missed pick-ups that are not the result of force majeure events within one (1) weekday, conditions permitting e. Anti-Discrimination. In performing the Service, WM shall not discriminate against any person on the basis of race, religion, sex, national origin, political affiliation, or physical and mental disability. f. Exclusive. The City grants the exclusive right to perform the Services set forth in this Agreement. The City agrees that it will not allow anyone other than WM to lease carts to residents or engage in the collection of residential waste within the City . IV. HOUSE COUNT AND ADJUSTMENTS The estimated house count at the commencement of the term hereunder shall be 3,138 Residential Units; however, the Parties shall verify this house count prior to the initial billing under this Agreement and shall adjust the house count for billing purposes accordingly. Either Party may propose a prospective adjustment to the house count at any time during the term of this Agreement upon reasonable notice to the other Party, which adjustment shall be investigated jointly by the Parties to establish a new house count to apply thereafter. WM shall keep accurate route sheets and/or a Residential Unit database that shall be provided to City promptly upon its request. V. FEES AND PAYMENTS a. Service Fee per Residential Unit. The fee per Residential Unit, per month, shall be Five Dollars and Five Cents ($5.05). The monthly fee paid to WM by the City shall be calculated based upon the current house count at the time each invoice is generated, times the fee per Residential Unit [e.g., Current House Count x Fee = Monthly Invoice Amount]. Annually, thereafter during the Term, the fee per Residential Unit, per month, shall be as follows: Contract Year Monthly Fee per Residential Unit 2020-2021 $5.25 2021-2022 $5.46 2022-2023 $5.46 2023-2024 $5.68 b. Annual Increase. Annually, the monthly fee per Residential Unit shall be adjusted on each anniversary of the effective date of this Agreement except in year 3 by four percent (4%). c. Invoices and Payment. WM will submit monthly invoices to the City and the City shall have thirty (30) days from the invoice date to remit payment in full. Payment by City shall be made by check or wire transfer or ACH debit. The maximum interest permitted by law shall be applied to balances due and unpaid after more than fifteen (15) days beyond the due date. d. Changes in Law. Notwithstanding anything to the contrary in this Agreement, WM may modify the rates to account for any increase in costs due to uncontrollable circumstances, including, without limitation, changes in local, state or federal laws or regulations, disposal or processing costs, third party transportation costs, imposition of taxes, fees or surcharges, municipal franchise fee increases and acts of God such as floods, fires, etc. VI. DEFAULT AND TERMINATION The failure of either Party to perform a material obligation under this Agreement shall be considered a breach of this Agreement, and the breaching Party shall be in default. In the event of default, the non -defaulting Party shall give written notice of the default, and the defaulting Party shall have: (i) ten (10) days from the receipt of the notice to cure any fail ure to pay money under this Agreement, or (ii) thirty (30) days from the receipt of the notice to cure any other default under this Agreement. If the defaulting Pa rty fails to cure the breach within the allotted time, the non-defaulting Party may, at its option, immediately terminate the Agreement. In the event of a default, the defaulting Party agrees to pay all damages caused by said default, to include, without limitation rea sonable attorneys’ fees and costs associated with enforcement of this Agreement. U nder no circumstances shall the Parties be liable for any consequential, indirect, punitive or special damages for any alleged default under this Agreement . VII. FORCE MAJEURE WM’s performance of the Service may be suspended and its obligations hereunder excus ed during the pendency of a cause or causes beyond its reasonable control, such as by way of example and not limitation: acts of war, public enemy, civil disturbance, ri ot or disorder; epidemic or pandemic; acts of God such as landslide, lightning, earthquake, fire, storm, the impending approach of a storm, or flood; explosion; restraining orders, interference by civil or military authorities, strike, statute, ordinance, governmen t order or ruling; or other similar causes. In the event of an occurrence of a force majeure event, WM shall notify the City immediately, in writing, describing the particulars of the circumstances preventing performance of the Service and its expected duration. No tice shall be provided after the effect of such occurrence has ceased. VIII. INDEMNIFICATION a. To the fullest extent permitted by law, the City agrees to indemnify, defend, and hold WM harmless from and against all claims and actions, suits, debts, damages, liabilities and costs whatsoever, including but not limited to attorneys ’ fees and costs of defense, based upon or arising out of the City’s breach of this Agreement, and based upon or arising out of any injuries (inc luding death) to persons, or damage to property, to the extent caused in whole or in part by the negligent acts or omissions of the City, or any of its directors, officers, employees, agents, or subcontractors, in the performance of this Agreement.