Loading...
HomeMy WebLinkAboutREQUEST FOR PROPOSAL - DOCUEMNT REQUEST FOR PROPOSAL- RECYCLING SERVICES The City of Waterloo, Iowa is seeking proposals for acceptance by transfer and processing of waste materials collected by the City from its curbside automated recycling program. SECTION I NOTICE OF REQUEST FOR PROPOSALS 1.0 Receipt and Opening of Proposals 1.0.1 All proposals must be received in a sealed envelope in City Hall (date and time stamped) by , 2010 at 4:00 p.m. (our clock), Central Time, in order to be considered. City Hall is located at 715 Mulberry St., Waterloo, Iowa 50703. Proposals sent electronically or via facsimile will not be accepted. The mailing container or envelope shall be plainly marked on the outside with the notation"SEALED RFP FOR RECYCLING SERVICES', and the name of the company submitting the proposal. 1.1 RFP Timeline Name of the Proposal: RECYCLING SERVICES Date of Issuance: , 2010 Deadline for Questions: , 2010 at 4:00 p.m., Central Time Deadline for Proposal Submittal: , 2010 at 4:00 p.m., Central Time Submit Sealed Proposal to: SEALED RFP FOR RECYCLING SERVICES Address exactly as stated -> -> City Hall City Clerk's Office 715 Mulberry Street Waterloo, IA 50703 Method of Submittal: Mail or Overnight Delivery, In Person (No Electronic or Fax Submittals) Contact Person,Title: Larry Smith, Superintendent of Waste Management Services Email Address: larry.smith@waterloo-ia.org Phone/Fax Numbers: Phone: (319)291-4455 Fax: (319) 291-4523 1.2 The City is not responsible for delays occasioned by the U.S. Postal Service,the internal mail delivery system of the City, or any other means of delivery employed by the Proposer. Similarly, the City is not responsible for, and will not open, any proposal responses that are received later than the date and time stated above. Late proposals will be retained in the RFP file, unopened. No responsibility will be attached to any person for premature opening of a proposal not properly identified. 1.3 Proposals will be opened on ,2010, at 5:30 p.m. (our clock) Central Time in City Hall, 715 Mulberry Street, Waterloo. The main purpose of this opening is to reveal the name(s) or the Proposer(s),not to serve as a forum for determining the awarded proposal(s). 1.4 The City reserves the right to accept or reject any or all proposals and to waive any informalities or irregularities in proposals if such waiver does not substantially change the offer or provide a competitive advantage to any Proposer. 1.5 Proposals will be evaluated promptly after opening. Alter an award is made, a proposal summary will be sent to all companies who submitted a proposal. Proposal results will not be given over the telephone. Proposals may be withdrawn anytime prior to the scheduled closing time for receipt of proposals; no proposal may be modified or withdrawn for a period of sixty(60) calendar days thereafter. SECTION II INSTRUCTIONS TO PROPOSERS 2.0 The Proposal shall include a signature page. A company representative who is authorized to bind the company will sign on behalf of the company to indicate to the City that you have read all provisions of the RFP and agree to all terms and conditions, except as provided in paragraph 2.3 below. The City of Waterloo reserves the right to reject any or all proposals, and to accept in whole or in part,the proposal, which, in the judgment of the proposal evaluators, is the most responsive and responsible proposal. 2.1 This Request for Proposal does not commit the City to make an award, nor will the City pay any costs incurred in the preparation and submission of proposals, or costs incurred in making necessary studies for the preparation of proposals. 2.2 Important Exceptions to Contract Documents—The Proposer shall clearly state in the submitted proposal any exceptions to, or deviations from, the minimum proposal requirements, and any exceptions to the terms and conditions of this RFP. Such exceptions or deviations will be considered in evaluating the proposals. Any exceptions should be noted on the Signature Page. Companies are cautioned that exceptions taken to this RFP may cause their proposal to be rejected. 2.3 Incomplete Information—Failure to complete or provide any of the information requested in this RFP, including references, and/or additional information as indicated, may result in disqualification by reason of"non responsiveness". SECTION III SPECIAL TERMS AND CONDITIONS 3.0 Term of Contract 3.0.1 The initial term of the Contract shall be for five (5)years, anticipated to be from May 1, 2010 to April 20, 2015. 3.0.2 The City and the Contractor may renew the original Contract for an additional two (2) year period by mutual agreement. Thirty(30)days notice must be given to renew the Contract for the additional increment. 3.0.3 A Contract, approved by the City Council and signed by the Mayor, shall become the document that authorizes the Contract to begin, assuming the insurance requirements have been met. Each section contained herein, any addenda or attachments and the response (Proposal)from the successful bidder shall also be incorporated by reference into the resulting contract. 3.0.4 No price escalation or change in compensation methodology will be allowed during the initial term of the Contract. If it is mutually decided to renew beyond the initial period and the Contractor requests a price increase,the Contractor shall provide documentation 2 on the requested increase. The City reserves the right to accept or reject price increases, to negotiate more favorable terms, or to terminate (or allow to expire) without cost, the future performance of the Contract. 3.1 Agreement Forms 3.1.1 After award, the Proposer will be required to enter into a written contract with the City that is substantially in the form attached hereto as Exhibit"A". If a Proposer intends to request that the City enter into any different agreement form in connection with the award of this Contract,the form must be submitted with the proposal for review by the City's legal counsel during the evaluation of proposals. 3.1.2 Proposers are advised that in the event any such alternate agreement contradicts the City's requirements, the proposal may be rejected due to the contradiction unless Proposer indicates deletion of such contradicting clauses or acceptance of the City's form of agreement. 3.1.3 If no agreement form is included with the proposal, no such form will be approved by the City during the evaluation or award processes, or following award of Contract. 3.2 Insurance 3.2.1 Contractor shall at all times during the Contract term maintain in full force and effect Employer's Liability, Worker's Compensation, Public Liability, and Property Damage Insurance, including contractual liability coverage for the indemnity and hold harmless provisions of the Contract. 3.2.2 All insurance policies shall be by insurers acceptable to the City and for policy limits acceptable to the City. The City of Waterloo shall be specifically named as an additional insured on all insurance policies. 3.2.3 Before commencement of work under the Contract, Contractor agrees to furnish to the City certificates of insurance or other evidence satisfactory to the City to the effect that such insurance has been procured and is in force. The certificates shall expressly state, "This is to certify that the policies of insurance described herein have been issued to the insured for whom this certificate is executed and are in force at this time. In the event of cancellation or material change, thirty(30) days prior written notice will be given to the certificate holder." 3.2.4 For the purpose of the Contract, Contractor shall carry the following types of insurance in at least the limits specified below: Coverages Limits of Liability Worker's Compensation Statutory Employer's Liability $500,000 Bodily Injury Liability $1,000,000 each occurrence Property Damage Liability $1,000,000 each occurrence 3.3 Terms of Payment 3.3.1 Services authorized under this Contract shall be submitted on a monthly basis and will be paid upon receipt of an original invoice within thirty(30) days and after services are delivered and accepted. 3.3.2 For accounting purposes, all invoices shall contain a sufficient level of detail regarding all services provided and allowable expenses incurred. 3 3.3.3 All invoices and supporting documentation shall be submitted at the intervals as agreed upon via US mail to: City of Waterloo, Waste Management Services, attn: Recycling Services Program, 3505 Easton Avenue, Waterloo, IA 50702. 3.3.4 The City may withhold payment for reasons including, but not limited to, the following: unsatisfactory job performance or progress, defective work, disputed work, failure to comply with material provisions of the Contract, third party claims filed or reasonable evidence that a claim will be filed or other reasonable cause. SECTION IV SERVICE REQUIREMENTS 4.0 Background The City of Waterloo, Iowa is seeking proposals for acceptance by transfer and processing of waste materials collected from its curbside automated recycling program. It is not the intent for the Scope of Services to specify methods, means and/or materials to be supplied by the Contractor in the aforementioned process; but rather, a general Scope of Services and minimum level of service to be offered by the Contractor. Any service established by and means, methods, or materials supplied by the Contractor in the original contract of addendum shall not be changed without the specific written approval of the City. This is to assure continuity of service level and type. 4.1 Scope of Services The services to be performed under this Contract shall consist of the following: 4.1.1 The City will provide a transfer site,to which Contractor will deliver an empty trailer for loading and hauling of recyclable materials. The City will fill each trailer, and the Contractor will remove the trailer from the City transfer site within three (3) days notice from the City. The Contractor will maintain at least one trailer at the City's transfer facility at all times. All trailers must be enclosed on bottom and all sides. Trailers must be covered during transit to prevent escape of materials. 4.1.2 The commingled recyclable materials collected and delivered to the transfer/processing facility shall not be disposed of by land filling without the specific approval of the City. The Contractor will sort/process these materials to segregate materials that are marketable commodities. The removal of materials that are contaminants and/or improper is expected. The cull materials, if process sorting is done locally in Black Hawk County, shall be tracked, reported monthly, and properly land filled at the Black Hawk County Landfill. The City agrees to coordinate any public education/relations efforts to minimize the problem of contaminants and improper materials; however, absolute product quality of the material delivered by the City cannot be assured, nor should it be expected. 4.1.3 The Contractor shall develop and maintain a billing and accounting system that will provide for an itemized and summarized statement of services provided by the Contractor that will include the itemized total amounts of materials processed on a monthly basis. 4.1.4 Recyclable materials accepted at this handling/transfer site shall include at least the following: 1. Tin and Bi-metal cans 2. Cardboard (occ)/chipboard 4 3. Newspapers 4. Magazines 5. Grades 1 through 7 plastic containers 6. Office paper, white and colored 4.1.5 The Contractor will maintain a telephone listing for its office, and maintain at its office an attendant to answer phone calls during business hours. 4.1.6 All services must be performed in accordance with all applicable codes and ordinances of the City of Waterloo, Iowa, applicable state and federal laws and regulations, and accepted standards of the recycling services profession. 4.2 Silence of Specifications Commercially accepted practices shall apply to any detail not covered in this specification and to any omission of this specification. Any omission or question of interpretation of the specification that affects the performance or integrity of the service being offered shall be addressed in writing and submitted with the Proposal. SECTION V METHOD OF EVALUATION 5.0 Contract Award—Any Contract award(s) made by the City of Waterloo is subject to prior approval by the City of Waterloo Council. 5.0.1 Award of Contract shall be made to the most responsible and responsive proposal from a Company whose proposal offers the greatest value to the City with regard to the criteria detailed and the specifications set forth herein. The City may select a Proposer based on an "all or none"proposal, on individual responses, or as is otherwise deemed to be in the best interest of the City. 5.1 Proposal Evaluation Criteria—In general, the proposals will be evaluated based on, but not limited to,the general evaluation criteria stated below and the completeness, clarity and content of the proposal. The following is a partial list of the criteria that may be used in our determination of company responsibility and responsiveness: 5.1.1 Qualifications and Experience 5.1.1.1 Years of experience of key personnel 5.1.1.2 Feedback from references 5.1.2 Cost Effectiveness 5.1.3 Company Responsiveness to RFP 5.1.3.1 Total scope of services offered 5.1.3.2 Responses to overall proposal and compliance with submission guidelines 5.1.3.3 Proposal presentation(completeness, organization, appearance, etc.) 5.2 Financial terms will not be the sole determining factor in the award. To determine the award the City will use a proposal evaluation method that will enable the City to award a Contract to the Proposer offering services and experience that represents the best overall value to the City. 5.3 Proposal Evaluation Procedures—Proposals will be evaluated by a Proposal Evaluation Selection Committee (hereinafter referred to as the Committee) using the "Proposal Evaluation Criteria" as listed above. 5 5.3.1 Committee members will evaluate each proposal based on their experience and judgment of how well the proposal addresses the City's requirements. Each prospective company is assured that any proposal submitted will be evaluated using the best available information and without any forgone conclusions. 5.3.2 Consideration will also be given to solicited written clarification provided during the evaluation process and input from staff or other persons judged to have useful expertise that should be considered in a responsible, fair assessment of the relative merits of each proposal. 5.3.3 The Committee may arrange interviews and/or conference calls with representatives of the companies whose proposals are deemed to be within the"competitive range." The purpose shall be the clarification of any aspect of the proposal that is deemed to have a material bearing on arriving at a fair determination of which proposal offers the best overall value. In addition, each Proposer deemed to be within the competitive range may be invited to submit a"best and final offer" if such seems appropriate under the clarifications issued to the provisions and specifications of this solicitation. 5.4 A Proposer's submission of a proposal constitutes its acceptance of this evaluation technique and its recognition and acceptance that subjective judgments will be used by the evaluators in the evaluation. 5.5 Following the evaluation process,the award process is as follows: 5.5.1 The evaluation team shall determine which Proposer has submitted the best proposal using the criteria set forth above, and make its recommendation to the City Council. 5.5.2 The City Council considers a resolution awarding the Contract and authorizing the Mayor to execute the Contract on behalf of the City. NOTE, no Contract shall be deemed to be created and exist, unless and until the City Council adopts a resolution awarding the Contract and authorizes the Mayor to sign the Contract. 5.5.3 The Mayor executes the Contract. SECTION VI FINANCIAL AND NON-FINANCIAL PROPOSAL 6.0 Financial Proposal: This portion of the proposal shall include ONLY the proposed cost of the services to be provided (including all expenses) and the proposed compensation to the City for all marketable recycling commodities that the City delivers under the Contract. 6.1 Non-Financial Proposal: This portion of the proposal may be organized in a format to be determined by the Proposer, but should include all materials of the proposal relating to the service proposed, specifications, requirements, warranty, detailed service plan/timeline, experience, qualifications of key proposed personnel and other information of a non-financial nature. Provide a list of each proposed staff member with name, title, and description of work they would perform. 6.2 The Proposer shall list by name the principal or project manager in your company who will have direct and continued responsibility for the services provided to the City. This person will serve as the company's first point-of-contact on all matters dealing with services and the handling of day- to-day activities through the planning and implementation process. Interested companies should provide background and qualifications, highlighting experience with similar projects and demonstrating ways the company provides a high quality of customer service. 6 SECTION VII GENERAL TERMS AND CONDITIONS 1. LANGUAGE,WORDS USED INTERCHANGEABLY- parties hereto and their employees, that may arise, The word CITY refers to the CITY OF WATERLOO, occur, or grow out of any omissions or acts, actions, IOWA throughout these Instructions and Terms and work or other activity done by the Contractor, its Conditions. Similarly, PROPOSER refers to the person employees, subcontractors or any independent or company submitting an offer to sell its goods or contractors working under the direction of either the services to the CITY, and CONTRACTOR refers to the Contractor or subcontractor in the performance of this successful bidder. Contract. 2. PROPOSER QUALIFICATIONS - No Proposal shall be 8. PROPOSAL CURRENCY/LANGUAGE - All proposal accepted from, and no Contract will be awarded to, any prices shall be shown in US Dollars ($). All prices must person, firm or corporation that is in arrears to the City remain firm for the duration of the Contract regardless of upon debt or Contract, that is a defaulter, as surety or the exchange rate. All proposal responses must be otherwise, upon any obligation to the City, or that is submitted in English. deemed irresponsible or unreliable by the City. If requested, Proposers shall be required to submit 9. MODIFICATION, ADDENDA & INTERPRETATIONS - satisfactory evidence that they have a practical Any apparent inconsistencies, or any matter requiring knowledge of the particular supply/service proposal and explanation or interpretation, must be inquired into by that they have the necessary financial resources to the Proposer in writing at least 72 hours (excluding provide the proposed supply/service as described in this weekends and holidays) prior to the time set for the Request for Proposal. Proposal opening. Any and all such interpretations or modifications will be in the form of written addenda. All 3. SPECIFICATION DEVIATIONS BY THE PROPOSER/ addenda shall become part of the Contract documents OFFEROR-Any deviation from this specification MUST and shall be acknowledged and dated on the signature be noted in detail, and submitted in writing in the page. Proposal. Completed specifications should be attached for any substitutions offered, or when amplifications are 10. LAWS AND REGULATIONS - All applicable State of desirable or necessary.The absence of the specification Iowa and federal laws, ordinances, licenses and deviation statement and accompanying specifications regulations of a governmental body having jurisdiction will hold the Proposer strictly accountable to the shall apply to the Contract throughout its term, and are specifications as written herein. Failure to submit this incorporated here by reference. document of specification deviation, if applicable, shall be grounds for rejection of the item when offered for 11. SUBCONTRACTING - No portion of this Proposal may be subcontracted without the prior written approval by delivery. If specifications or descriptive papers are submitted with Proposals, the Proposer's name should the City. be clearly shown on each document. 12. CANCELLATION-Either party may cancel the Contract 4. COLLUSIVE PROPOSAL - The Proposer certifies that in the event that a petition, either voluntary or the proposal submitted by said Proposer is done so involuntary, is filed to declare the other party bankrupt or insolvent or in the event that such party makes an without any previous understanding, agreement or connection with any person, firm, or corporation making assignment for the benefit of creditors. a proposal for the same Contract, without prior 13. ASSIGNMENT- Proposer shall not assign the Contract knowledge of competitive prices, and it is, in all respects, fair, without outside control, collusion, fraud or or any monies to become due hereunder without the otherwise illegal action. prior written consent of the City. Any assignment or attempt at assignment made without such consent of 5. SPECIFICATION CHANGES, ADDITIONS AND the City shall be void. DELETIONS -All changes in Proposal documents shall 14. EQUAL OPPORTUNITY - The successful firm agrees be through written addendum. Verbal information not to refuse to hire, discharge, promote, demote, or to obtained otherwise will NOT be considered in awarding of Proposals. otherwise discriminate in matters of compensation against any person otherwise qualified solely because 6. PROPOSAL CHANGES - Proposals, amendments of age, race, color, religion, sex, sexual orientation, thereto, or withdrawal requests received after the time gender identity, marital status, national origin, advertised for Proposal opening, will be void regardless citizenship status,disability, or veteran status. of when they were mailed. 15. TAXES -The City of Waterloo is exempt from sales tax 7. HOLD HARMLESS AGREEMENT - The Contractor and certain other use taxes.Any charges for taxes from agrees to protect, defend, indemnify and hold harmless which the City is exempt will be deducted from invoices the City of Waterloo, its officers, employees and agents before payment is made. from any and all claims and damages of every kind and 16. PROPOSAL INFORMATION IS PUBLIC - All nature made, rendered or incurred, including but not limited to attorneys' fees and expenses, by or in behalf documents submitted with any proposal and the of every person or corporation whatsoever, including the proposal shall become public documents and subject to --- ---- -------— Iowa Code Chapter 22,which is otherwise known as the Each submitting party shall hold the City of Waterloo and its "Iowa Open Records Law". By submitting any document officers and employees harmless from any claims arising to the City of Waterloo in connection with a proposal, from the release of any document or information made the submitting party recognized this and waives any available to the City of Waterloo arising from any proposal claim against the City of Waterloo and any of its officers opportunity. and employees relating to the release of any document or information submitted. EXIlIBIT "A" CONTRACT FOR RECYCLING SERVICES This Contract for Recycling Services (the "Agreement") is entered into as of , 2010, by and between the City of Waterloo, Iowa("City") and ("Contractor"). In consideration of the mutual promises exchanged herein, the parties agree as follows: 1. Services. Contractor agrees to provide the recycling services described in the Request for Proposal-Recycling Services, at the cost to the City and/or for the compensation to the City set forth in the Service Fee and Compensation Addendum hereto. Compensation will be based on "Official Board Markets Yellow Sheet" listings, or such other additional third-party market reports to which the parties may agree, for various recyclable commodities. By the 15th day of each month, Contractor will provide the City a report that itemizes all sales of the City's recyclable materials in the preceding calendar month. Contractor will remit payment to the City by the last day of the same month. 2. Contract Documents. The following documents (collectively, the "Contract Documents") are hereby incorporated by reference as though set forth herein in full: a. Request for Proposal b. Service Fee and Compensation Addendum c. Attachments d. Response (Proposal) from Contractor In the event of conflict between the provisions of the Contract Documents and this Agreement, the provisions of this Agreement shall prevail. 3. Teiui. The initial term of this Contract shall be for five (5) years, from May 1, 2010 to April 30, 2015. The City and Contractor may renew the Contract for an additional two (2) year period by mutual written agreement. Thirty (30) days' notice must be given to renew the Contract for the additional period. 4. Reporting; Records. Contractor shall exercise best efforts to maintain communication with City personnel whose involvement in the project is necessary or advisable for successful and timely completion of the work. Communications between the parties shall be verbal or in writing, as requested by the parties or as dictated by the subject matter to be addressed. Written communication shall be delivered in the manner set forth below. Contractor shall maintain all project records for a minimum period of three (3) years after the date of final payment for services rendered under this Agreement. During the term of this Agreement and for the ensuing record-retention period, Contractor shall make any or all project records available upon reasonable request, and in any event within two (2) business days of request, to City for the purpose of making audit, examination, excerpts and/or transcriptions. Contractor shall also permit access to its employment books, records and accounts to the City's Affirmative Action Officer, for purpose of investigation to ascertain compliance with rules and regulations of the -City's Affirmative Action Program= ontract tTrnpliance-Pruvisio is-For-purpo-ses of this section, "records" means any and all books, documents, papers and records of any type or nature that are directly pertinent to this Agreement. Contractor agrees to furnish, upon termination of this Agreement and upon demand by the City, copies of all basic notes and sketches, charts, computations, and any other data prepared or obtained by Contractor pursuant to this Agreement, without cost and without restrictions or limitation as to the use relative to specific projects covered under this Agreement. In such event, Contractor shall not be liable for the City's use of such documents on other projects. 5. Indemnity. Except as to any negligence of City, its officials, officers, employees or agents, in the performance of any duty under this Agreement, Contractor agrees to defend and indemnify City, its officials, officers, employees and agents, and to hold same harmless, from and against any and all claims, demands, causes of action, losses, costs, or liabilities whatsoever, including but not limited to reasonable attorneys' fees and expenses, arising from or in connection with the acts or omissions of Contractor, its employees, agents, and permitted subcontractors, in providing the services contemplated by this Agreement. 6. Notice. Any notice or communications required under this Contract shall be mailed or delivered to the parties at the following addresses. The agent for Contractor shall be , whose address for the purposes of this Contract is . The agent for the City shall be the Superintendent of Waste Management Services, or designee, whose address for the purposes of this Contract is 3505 Easton Ave., Waterloo, Iowa, 50702. 7. Default; Termination for Cause. In the event that Contractor defaults in the performance or observance of any covenant, agreement or obligation set forth in this Agreement, and if such default remains uncured for a period of fourteen(14) days after notice thereof shall have been given by City to Contractor(or for a period of twenty-eight(28)days after such notice if such default is curable but requires acts to be done or conditions to be remedied which, by their nature, cannot be done or remedied within such 28-day period and thereafter Contractor fails to diligently and continuously prosecute the same to completion within such 28-day period),then City may declare that Contractor is in default hereunder and may take any one or more of the following steps, at its option: a. by mandamus or other suit, action or proceeding at law or in equity, require Contractor to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of the City hereunder, or obtain damages caused to the City by any such default; b. have access to and inspect, examine and make copies of all books and records of Contractor which pertain to the project; c. terminate this Agreement by delivery to Contractor of written notice of termination; and/or d. take whatever other action at law or in equity may be necessary or desirable to enforce the obligations and covenants of Contractor hereunder,including but not limited to the recovery of funds. 2 No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of City to enforce the same or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times. In the event that City prevails against Contractor in a suit or other enforcement action hereunder, Contractor agrees to pay the reasonable attorneys' fees and expenses incurred by City. 8. Termination for Convenience. This Agreement may be terminated at any time, in whole or in part, upon the mutual written agreement of the parties. City may also choose to terminate this Agreement at any time by delivering to Contractor 90-days' advance written notice of intent to terminate. 9. Non-Assignable Duties. Contractor may not assign its duties hereunder without the prior written consent of City. 10. Independent Contractor. Contractor is an independent contractor and is not an employee, servant, agent, partner, or joint venturer of City. Contractor has no power or authority to enter into contracts or agreements on behalf of City. City shall deteinnine the work to be done by Contractor, but Contractor shall determine the legal means by which it performs the work specified by City. City is not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments which it owes Contractor. Neither Contractor nor its employees, if any, shall be entitled to receive any benefits which employees of City are entitled to receive and shall not be entitled to workers' compensation, unemployment compensation, medical insurance, life insurance, pension, or any benefits of any type or nature whatsoever on account of their work for City. Contractor shall be solely responsible for compensating its employees, if any. 11. Press and Publicity. The City shall be responsible for all press and publicity related to recycling within the City of Waterloo. Any and all efforts made by the Contractor that will affect the operation under this Contract shall be reviewed by the City prior to initiation. This is to assure that conflicting messages will not be conveyed. The City shall not unreasonably restrict the normal business advertising of Contractor. 12. Equal Opportunity Clause. Contractor shall keep on file an Equal Opportunity Clause and Affirmative Action Program that shall be reviewed and approved by the City of Waterloo prior to commencement of work under this Contract. 13. Severability. In the event any provision of this Agreement, together with the Contract Documents, is held invalid, illegal, or unenforceable, whether in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that by limiting such provision it would become valid, legal, and enforceable, then such provision shall be deemed to be written and shall be construed and enforced as so limited. 14. General Terms. This Agreement, together with the Contract Documents, constitutes the entire agreement between the parties pertaining to the subject matter hereof. This Agreement may not be modified or amended except pursuant to the mutual written agreement of 3 the parties. This Agreement is binding on the parties and the heirs, personal representatives, successor and assigns of each. Time is of the essence in the performance of the terms hereof. IN WITNESS WHEREOF, the parties have executed this Contract for Recycling Services by their duly authorized representatives as of the date first set forth above. CITY OF WATERLOO, IOWA By: Ernest G. Clark, Mayor [Contractor] Attest: Suzy Schares, City Clerk 4 SERVICE FEE AND COMPENSATION ADDENDUM Compensation for Contractor: (Terms and amount of payment) Compensation for City: (Terms and amount of payment)