Waste Management Draft Contract

COOPERATIVE PURCHASING CONTRACT
BETWEEN
TOWN OF WICKENBURG
AND
WASTE MANAGEMENT OF ARIZONA, INC.
Contract No. 25-26
This Cooperative Purchasing Contract (the “Agreement”) is made and entered into by and
between the Town of Wickenburg, Arizona, a municipal corporation (“Wickenburg”) and Waste
Management of Arizona, Inc., a California corporation (“Contractor”).
RECITALS:
A.
After a competitive procurement process, Contractor entered into a contract with the City
of Eloy, an Arizona municipal corporation (the “City”), to provide residential, commercial, and
municipal facilities solid waste services (the “Services”) to the City and any amendments
approved by the City, attached as Exhibit A (the “City Contract”); and
B.
Pursuant to A.R.S. § 41-2631 et seq. and Wickenburg Municipal Code § 4-4-11,
Wickenburg has authority to utilize cooperative purchasing contracts and engage contractors
under the terms thereof.
C.
Wickenburg and the Contractor desire to enter into this Agreement for the purpose of
acknowledging their cooperative contractual relationship under the City Contract and
establishing the terms and conditions by which the Contractor may provide Wickenburg Services
as described in this Agreement.
CONTRACTOR AND WICKENBURG, FOR THE CONSIDERATION
HEREINAFTER SET FORTH, PROMISE, COVENANT AND AGREE AS FOLLOWS:
1.
Scope of Work.  Contractor shall provide the Services under the terms and conditions of
the City Contract, except as otherwise provided in the specific requirements listed in Exhibit B,
attached hereto.
2.  
Compensation.  Payment to the Contractor for the Services provided shall be made in
accordance with the price list (the “Rates”) and terms set forth in Exhibit C, and total payments
under the Agreement shall not exceed $2,000,000.00 per fiscal year.
3.
Term; Renewal.  This Agreement shall become effective upon approval and continue
through June 30, 2028, unless terminated as otherwise provided in the City Contract, and may be
renewed as provided in the City Contract. Contractor shall commence services under this
Agreement on December 1, 2025 (the “Commencement Date”).

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4.
Wickenburg Employee Transition and Employment.  Wickenburg will be implementing a
reduction in force of its Sanitation Department in connection with the commencement of
Services under this Agreement. The Contractor agrees to give full and fair consideration to any
application for employment submitted by a former employee of Wickenburg’s Sanitation
Department. While the Contractor makes no guarantee of employment, it agrees to review all
such applications in good faith and apply its standard hiring criteria to each applicant.
Wickenburg understands that employment decisions shall remain within the sole discretion of the
Contractor. However, the Contractor anticipates that, based on its current staffing needs and
capacity, it may be able to offer employment to all qualified former Town employees who
express interest and apply for employment with Contractor.
5.
Sale of Wickenburg-Owned Waste Collection Vehicles. Wickenburg currently owns
waste collection vehicles and equipment used by its Sanitation Department. In connection with
this Agreement, Wickenburg intends to sell such vehicles and equipment to Contractor. In
accordance with applicable law, however, Wickenburg must first offer the vehicles and
equipment for sale through a competitive bidding process and must sell to the highest responsible
bidder. The Contractor is encouraged to, but is not required to, participate in such bidding. If
Wickenburg does not receive a qualifying bid or otherwise complete a sale through the bidding
process, Wickenburg will negotiate the sale of such vehicles and equipment directly with the
Contractor, subject to the terms of a separate purchase agreement.
If no qualifying bid is received and Wickenburg does not complete a sale through the bidding
process, Wickenburg and Contractor will negotiate in good faith toward a mutually acceptable
purchase agreement for the vehicles and equipment. If the parties do not reach agreement on
such sale at least thirty (30) days prior to the Commencement Date, Contractor shall be
responsible for securing alternative vehicles and equipment for use under this Agreement.
In such event, Contractor may request an adjustment to the Commencement Date and/or
Contractor Rates set forth in Exhibit C, to reflect demonstrable additional capital costs
reasonably incurred in procuring substitute vehicles and equipment, subject to review and
approval by Wickenburg. Any such adjustment shall be documented in a written amendment to
this Agreement. For reference only, the parties acknowledge that the anticipated purchase price
of Wickenburg’s vehicles and equipment is $1,725,000.00.
6.
Terms of City Contract Apply.  Except as otherwise provided in this Agreement,
including Exhibits, all provisions of the City Contract documents as they currently exist, are
incorporated in and shall apply to this Agreement as though fully set forth herein, and all
references to the “City” in the City Contract shall be deemed to refer to Wickenburg.
7.
Certificates of Insurance.  All insurance provisions of the City Contract shall apply,
including without limitation, the requirement to name all agencies eligible to use the City
Contract as an additional insured.  Prior to commencing work under this Contract, Contractor
shall furnish Wickenburg with a copy of the current Certificates of Insurance required by the
City Contract.

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8.
Israel.  To the extent A.R.S. § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of this Agreement
to not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S. § 35
-393.
9.
China.  Pursuant to and in compliance with A.R.S. § 35-394, Contractor hereby agrees
and certifies that it does not currently, and agrees for the duration of this Agreement that
Contractor will not, use: (i) the forced labor of ethnic Uyghurs in the People’s Republic of China;
(ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; or (iii) any contractors, subcontractors or suppliers that use the forced labor
or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China. Contractor also hereby agrees to indemnify and hold harmless Wickenburg, its
officials, employees, and agents from any claims or causes of action relating to Wickenburg’s
action based upon reliance upon this representation, including the payment of all costs and
attorney fees incurred by Wickenburg in defending such as action.
[Signatures on Following Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year last set forth below.
“Wickenburg”
TOWN OF WICKENBURG, ARIZONA,
a municipal corporation
Troy Smith, Town Manager
Date
ATTEST:
Amy Brown, Town Clerk
APPROVED AS TO FORM:
Trish Stuhan, Town Attorney
Pierce Coleman PLLC

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“Contractor”
Waste Management of Arizona, Inc., 
a California corporation,
By: 
Date
Name: 
Title:

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EXHIBIT A
[CITY OF ELOY CONTRACT]

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EXHIBIT B
[SPECIFIC REQUIREMENTS/OPTIONS OF WICKENBURG]
 
The following provisions of the City Contract are modified or removed with respect to this
Agreement, as follows:

Remove third sentence of Section 6.1.2

Replace Section 6.3 with the following:
“In accordance with this Agreement, City may request of the Contractor that the
Contractor collect Municipal Solid Waste, Bulk Waste, and Program Recyclable
Materials from City Facilities and Municipal Solid Waste and Program Recyclable
Materials from up to 5 City Events (Contractor compensation for more than 5 City Events
will be negotiated by the parties). Contractor and City shall mutually decide on the
number and size of carts and containers. In addition, Contractor and City shall mutually
decide on the frequency and scheduled days. If a dispute arises concerning City Services
for a City Facility and/or City Event, City shall at its sole discretion determine resolution
of the disputed issue.”

Remove Section 11.1.1.2

The holidays listed in Section 14 is replaced by the following: New Year’s Day, Martin
Luther King Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day

Section 19 is replaced by the following: Contractor shall provide a monthly report within
fifteen (15) business days following the end of the month regarding tonnage and
recycling diversion percentages. The Town and Contractor may agree to additional or
modified reporting.

Section 21.4 is replaced by the following:
‘“Contractor Rates” set forth in Exhibit C of the Cooperative Purchasing Contract (the
“Agreement”) shall remain fixed from the execution of the Agreement December 1,2025-
June 30, 2027, and every year thereafter for the life of the Agreement (each an “Adjustment
Date”), all Rates shall be adjusted pursuant to this Section 21.4.
Rate adjustment requests must be received by the City on or before May 1st of each year
or the Contractor forfeits the right to adjust the rate for that upcoming year. Upon approval
of City Council, which will not be delayed or withheld where Contractor has provided
proper calculations, the annual rate adjustment shall be a composite as follows:
i) Annual Adjustment to Rates. On each Adjustment Date, the Rates shall be adjusted by a
percentage amount derived by multiplying the then-current Rates by one hundred percent
(100%) of the percentage increase of the Consumer Price Index, series CUUR0000SEHG
CPI -U Water and Sewer and Trash Collection Services, US City Average, not seasonally
adjusted, as published by the United States Department of Labor, Bureau of Labor Statistics
("CPI -U"). The CPI -U adjustment will be calculated using the change in the 12-month
annual average of monthly CPI -U index values between the March 31 to March 31 period

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of the year immediately prior to the Adjustment Date, and the March 31 to March 31 period
of the year before. Provided that adequate supporting information has been submitted by
Contractor, the annual adjustment to Rates shall be deemed approved and shall take effect
as outlined in this section. CPI not to exceed 5% or below 2% on an annual basis.
If the Contractor does not request a Rates increase by May 1st of a year, the City reserves
the right to evaluate Residential rates in accordance with the rate adjustment criteria as
defined in this section. If evaluation of Residential Rates would result in a decrease in rates,
the City may request approval of a rate decrease by City Council, to take effect July 1st
each year.”

Section 21.5 is replaced by the following:
“In addition to the above, the Contractor may petition the City for additional Rates
adjustments at reasonable times based on increases in cost of operations, caused by factors
listed in (i) through (iv) below. The Contractor's petition will specifically identify the
reasons for the requested adjustment, and its impact upon the Contractor's cost of
operations, in unit terms, with an explanation of the methodology used to calculate such
impact due to any one or more of the following causes:
i. An act of God, public enemy or similar cause beyond the reasonable control of the
Contractor.
ii. Change in Applicable Law that is effective after the Effective Date of the Agreement.
iii. Increases in surcharges, fees, assessments, or taxes levied by federal, state, or local
regulatory authorities or other governmental entities related to Contractor's services.
iv. Any other extraordinary circumstances or causes or reasons that are not within the
reasonable control of the Contractor.
The City may request additional information it considers necessary to evaluate the
requested adjustment. The City may grant such adjustments through amendments to the
Agreement. The City may not unreasonably withhold approval where Contractor has
demonstrated that its cost of operations have been impacted by the causes listed above.”

Remove Appendix A. Instead, Contractor’s Rates are set forth in Exhibit C of this
Agreement.

Remove Appendix B.

Remove Appendix C.

Remove Appendix D.
Notices:   All notices to Town shall be sent to:  Town Manager, 155 East Tegner Street, Suite A,
Wickenburg, Arizona 85390
Attach:  Certificate of Insurance

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EXHIBIT C
[PRICE LIST]

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