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R-2019-0410 - 10/10/2019 RESOLUTION NO. R-2019-0410 WHEREAS, the City of Round Rock ("City") desires to purchase landfill disposal services; and WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for items available from only one source are exempt from competitive bidding requirements; and WHEREAS, Waste Management of Texas, Inc. is the sole source provider of landfill disposal services; and WHEREAS, the City Council desires to purchase landfill disposal services from Waste Management of Texas, Inc.,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Industrial Waste & Disposal Services Agreement and Supplemental Terms to the Agreement with Waste Management of Texas, Inc., a copy of said Agreements being attached hereto as Exhibit "A" and incorporated herein. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 10th day of October, 2019. City of Round Rock, Texas ATTEST: Wf(T1ACSE, A*YOR.P,o-TVA rrkk 0112 1902,00432504 m\./ G ✓�r ,\�s. n/M) CAT Y `_"^I}r! P EXHIBIT "A" INDUSTRIAL WASTE&DISPOSAL SERVICES AGREEMENT PNN'NI(MMwYkgRf COMPANY: Waste Management of Texas,Inc CUSTOMER: City of Round Rock AWAS i E MANAGEMENT COMPANY Address: 1901 Afton Street Houston,TX 770 Address: 321 E Main St Round Rock,TX 78664 Signed: !` Signed: Authorized Signature Authorized Signature Name//tuts: I Chris Hickman Area Director M&I Saks Name/Title Effective Date l Date Initial Term: 36 Months Date AGREEMENT This INDUSTRIAL WASTE&DISPOSAL SERVICES AGREEMENT,consisting of the terms and conditions set forth herein,and Exhibit A,and/or Confirmation Leder(s)and the Profile Sheet(s)entered into from and after the date hereof from time to tima(all of the foregoing being collectively referred to as the"Agreement"),is made as of the Effective Date shown above by and between the Customer named above,on its and its subsidiaries and affiliates behalf(collectively,"Customer")and the Waste Management entity named above Cthe Company"). TERMS AND CONDITIONS 1.SERVICES PROVIDED, The Company and/or its affiliates will provide Customer with Waste,Company can,atits option,reject Nonconforming Waste and return it to Customer or require collection,management,transportation,disposal.treatment and recycling services("Services`) Customer to remove and dispose of the Nonconforming Waste at Customers expense.Customer for Customer's non-hazardous Solid Waste, Special Waste, Hazardous Waste. and/or shall indemnify,hold harmless(in accordance with Section 9)and pay or reimburse Company Recydables,as described on Exhibit A and/or Confirmation Letter(s)and/or applicable Profile for any and all costs,damages and/or fines incurred as a result of or relating to Customer's Sheets(collectively"Industrial Waste").'Solid Waste" means garbage, refuse and rubbish tender or delivery of Nonconforming Waste or other failure to comply or conform to this including those which are recyclable but excluding Special Waste and Hazardous Waste. Agreement,including costs of inspection,testing and analysis.Company also may reject any 'Special Waste"includes polychlorinated biphenyl('PCB")wastes,industrial process wastes, Industrial Waste that could adversely impact the receiving facility,or Company may terminate the asbestos containing material,petroleum contaminated soils,treated/de-characterized wastes, Agreement or the applicable Exhibit A related to such Industrial Waste. incinerator ash,medical wastes,demolition debris and other materials requiring special handling in 5.SPECIAL HANDLING; TITLE If Company elects to handle. rather than reject, accordance with any applicable federal,state,provincial or local laws or regulations."Hazardous Nonconforming Waste,Company shag have the right to manage the same in the manner deemed Waste"means any hazardous,toxic,or radioactive substances,as such terms are defined by any most appropriate by Company given the characteristics of the Nonconforming Waste.Company applicable federal,state,provincial or local laws or regulations.'Nonconforming Waste`means may assess and Customer shag pay additional charges associated with delivery of waste that(a)is not in conformance with waste descriptions given by Customer under this Nonconforming Waste, including, but not limited to, special handling or disposal charges, Agreement,in an Exhibit A.Confirmation Leder(s)or the Profile Sheet incorporated herein;(b)is and costs associated with different quantities of waste,different delivery dates,modifications in prohibited from being received,managed or disposed of at a transfer,storage or disposal facility operations, specialized equipment and other operational, environmental, health, safety or used hereunder by federal, state or local law, regulation, ordinance, permit or other legal regulatory requirements.Title to and ownership of acceptable Industrial Waste shall transfer to requirement (c) is non-hazardous Solid Waste that contains regulated Special Waste or Company upon its final acceptance of such waste. Hazardous Waste; (d) is or contains any infectious waste, radioactive, volatile, corrosive, 6.COMPANY WARRANTIES. Company hereby represents and warrants that;(a) flammable,explosive,biomedical,hiohazardous material,regulated medical or hazardous waste Company will manage the Industrial Waste in a safe and workmanlike manner in full compliance or toxic substances,as defined pursuant to or listed or regulated under applicable federal,state with all valid and applicable federal, state and local laws, ordinances, orders, rules and or local law,except as stated on Exhibit A,the Profile Sheet or Confirmation Letter,or(e)contains regulations;and(b)it will use disposal and recycling facilities that have been issued permits, information protected by federal,state or local privacy or data security laws,including but not licenses, certificates or approvals required by valid and applicable laws, ordinances and limited to the Health Insurance Portability and Accountability Act of 1996,as amended(`HIPAAJ. regulations necessary to allow the facility to accept treat and/or dispose of Industrial Waste. 2.CUSTOMER WARRANTIES.Customer hereby represents and warrants that all Industrial Except as provided herein,Company makes no other warranties and hereby disclaims any other Waste collected by or delivered to the Company shag be in accordance with waste descriptions warranty,whether implied or statutory. given in this Agreement and shag not be or contain any Nonconforming Waste.When the 7,LIMITED LICENSE TO ENTER.When a Customer is transporting Industrial Waste Company handles Special or Hazardous Waste for Customer, Customer will provide the to a Company facility,Customer and its subcontractors shag have a limited license to enter a Company with a Generator's Waste Profile Sheet("Profile Sheet")describing all Special or disposal facility for the sole purpose of off-loading Industrial Waste at an area designated,and in Hazardous Waste,and provide a representative sample of such waste on request In the event the manner directed,by Company.Customer shall,and shall ensure that its subcontractors, this Agreement includes transportation by the Company,Customer shall,at the time of tender, comply with all rules and regulations of the facility,as amended.Company may reject Industrial provide to the Company accurate and complete documents,shipping papers or manifests as are Waste,deny Customer or its subcontractors entry to its facility and/or terminate this Agreement required for the lawful transfer of the Industria(Waste under all applicabte federal,state or local in the event of Customer's or its subcontractors'failure to follow such rules and regulations, laws or regulations.Tender or delivery shall be considered nonconforming if not in accordance with this Section. Customer further represents and warrants that 4 will comply with all applicable 8.CHARGES AND PAYMENTS.Customer shag pay the rates("Charges')set forth on laws, ordinarces, regulations, orders, permits or other legal requirements applicable to the Exhibit A or a Confirmation Letter. which may be modified as provided in this Agreement. Industrial Waste. Customer shall provide the Company and its Subcontractors a safe work Company reserves the right and Customer acknowledges that it should expect Company to environment for Services performed on any premises owned or controlled by Customer, increase or add Charges payable by Customer hereunder during the Tenn.The rates may be 3.TERM OF AGREEMENT;RIGHT TO PROVIDE COMPETING OFFERS.The Initial Term atlusted by Company to account for any changes or modifications to,or differences between, of this Agreement shall the as set forth above and if no such term is set forth above,it shall be 36 the actual equipment and Services provided by portion ion of to Customer and those specified an months,commencing on the Effective Date set forth above.This Agreement shall automatically Exhibit en any increase in or to recoup all or any portion of,disposal,transportation,anysn,processing, renew thereafter for additional terms of twelve(12)months each(`Renewal Term",with"Initial fuel or environmental compliance fees or costs,or recovery t of the Company's and affiliates' Term,"collectively, the"Term')unless either party gives to the other party written notice of casts associated with host community fees,waste en iesat taxes and similar charges paid to termination at least min 90 da municipal or other governmental authorities or agencies to engage in recycling and waste ninety( )days prior to the termination of the then-existing term;provided collection,transfer,processing,disposal and treatment:any change in the composition,amount however,that the terms and conditions of this Agreement shall remain in full force and effect,in or weight of the Industrial Waste collected by Company from Customers service location(s)from accordance with its terms,with respect to any uncompleted or unfinished Services provided for what is specified on Exhibit A(including for container overages or overflows) of the Industrial in an ExhibitA,Confirmation Letter and/or Profile Sheet until such Services are completed. Notice Waste; increased costs due to uncontrollable circumstances, including, without limitation, of termination received at any other time will be considered ineffective and the Agreement will be changes(occurring from and after three(3)months prior to the Effective Date)in local,state or considered automatically renewed upon completion of the then-existing term, if Customer federal laws or regulations,including the imposition of or increase in taxes,fees or surcharges, receives an offer from(or makes any offer to)a third party relating to such third party's provision or acs of God such as floods,fires,hurricanes and natural disasters. Company also reserves to the Customer of the same or similar Services to those provided hereunder,Customer shag give the right to charge Customer additional charges for Services provided by Company to Customer, Company prompt written notice of any such offer and a 15-day period to respond to such third whether requested or incurred by Customer,including,but not limited to,dig out,minimum load party offer prior to Customer agreeing to such third party offer, charges,profile approval charges,all at such rates that Company is charging its customers at 4.INSPECTION; REJECTION OF WASTE. Title to and liability for Nonconforming such time The Company may also increase the charges by an amount equal to the average Waste shall remain with Customer at all times. Company shall have the right to inspect, percentage increase for the previous twelve-month period in the Consumer Price Index for Water analyze or test any waste delivered by Customer.If Customers Industrial Waste is Nonconforming &Sewer&Trash Collection Services,as published by the U.S.Department of Labor,with the 60 Waste hAanagement;rM"s,jr ex> ts, Page 1 1 Final ISA 2018 complete Texas8 amount of the increase based on the most current information available from the U.S.Department and/or disposing of Unacceptable Materials,Nonconforming Waste,and/or all or part of non- of Labor 30 days prior to the date of the increase,unless the parties have otherwise agreed to a conforming loads. In the event costs of processing recydables exceeds the commodity different CPI as stated in an Exhibit A.Increases in Charges for reasons other than as provided value,a recyclable material offset will be charged per ton. above require the consent of Customer which may be agreed to orally,in writing or by other 12.ASSIGNMENT&SUBCONTRACTING.This Agreement shag be binding on and shall actions and practices of the parties,including,without limitation,payment of the invoice reflecting inure to the benefit of the parties and their respective successors and assigns. Customer such changes,and written notice to Customer of any such changes and Customer's failure to acknowledges and agrees that the Company may utifze unaffiliated subcontractors that are not object to such changes,which shall be deemed to be Customer's affirmative consent to such affiliates of Company to provide the Services to Customer. changes. Increases to Charges as specified in this Section 4 may be applied singularly or 13.ENTIRE AGREEMENT. This Agreement and its exhibits and attachments represent cumulatively and may include an amount for Company's operating or profit margin.Customer the entire understanding and agreement between the parties relating to the Services and acknowledges and agrees that any increased Charges under this section are not represented to supersedes any and all prior agreements,whether written or oral,between the parties regarding be solely an offset or pass through of Company's costs.All rate adjustments as provided above the same;provided that the terms of any national service agreement or lease agreement for and in Section 5 shall take effect upon notification from Company to Customer. Customer compactors or specialty equipment between the parties shall govem over any inconsistent terms shall pay the rates in fug within thirty(30)days of the invoice date. herein. Any Customer invoice balance not paid within thirty(30)days of the date of invoice is subject to 14,TERMINATION;LIQUIDATED DAMAGES.Company may immediately terminate this a late charge,and any Customer check returned for insufficient funds is subject to a non-sufficient Agreement,(a)in the event of Customer's breach of any term or provision of this Agreement funds charge,both to the maximum extent allowed by applicable law.Customer acknowledges including failure to pay on a timely basis,or(b)if Customer becomes insolvent,the subject of that any late charge charged by Company is not to be considered as interest on debt or a finance an order for relief in bankruptcy,receivership,reorganization dissolution,or similar law,or makes charge,and is a reasonable charge for the anticipated loss and cost to Company for late payment an assignment for the benefit of its creditors or if Company deems itself insecure as to payment If payment is not made when due,Company retains the right to suspend Services until the past ('Default').Notice of termination shall be in writing and deemed given when delivered in person due balance is paid in full In addition to full payment of outstanding balances,Customer shag be or by certified mail,postage prepaid,return receipt requested In the event Customer terminates required to pay a reactivation charge to resume suspended Services.If Services are suspended this Agreement prior to the expiration of the Initial or Renewal Term('Tern')for any reason other for more than fifteen(15)days,Company may immediately terminate this Agreement for default than as set forth in Section 3,or in the event Company terminates this Agreement for Customer's and recover any equipment and all amounts owed hereunder,including liquidated damages under delaug.Customer shag pay the following liquidated damages in addition to the Company's legal Section 14. fees, if any: (a)if the remaining Tenn(including any applicable Renewal Term)under this 9.INDEMNIFICATION.The Company agrees to indemnify, defend and save Customer Agreement is sac(6)or more months,Customer shall pay the average of its six(6)most recent harmless from and against any and all liability(including reasonable attorneys'fees)which monthly Charges(or,ifthe Effective Date iswithin six(6)months of Company's last invoice date, Customer may be responsible for or pay out as a result of bodily injuries (including death), the average of all monthly Charges)multiplied by six(6);or(b)if the remaining Term under this property damage,or any violation or alleged violation of law,to the extent caused by Company's Agreement is less than sic(6)months,Customer shag pay the average of its six(6)most recent breach of this Agreement or by any negligent act negligent omission or willful misconduct of monthly Charges multiplied by the number of months remaining In the Term.Customer shall pay the Company or its employees, which occurs (1) during the collection or transportation of liquidated damages of$100 for every Customer waste fire that Is found at the disposal facility. Customers Industrial Waste by Company, or(2)as a result of the disposal of Customer's Customer acknowledges that the actual damage to Company in the event of termination is Industrial Waste,after the date of this Agreement in a facility owned by a subsidiary or affiliate of impractical or extremely difficult to fa or prove,and the foregoing liquidated damages amount is the Company provided that the Company's indemnification obligations will not apply to reasonable and commensurate with the anticipated loss to Company resulting from such occurrences involving Nonconforming Waste. termination and is an agreed upon charge and is not imposed as a penalty. Collection of Customer agrees to indemnify,defend and save the Company harmless from and against any liquidated damages by Company shall be in addition to any rights or remedies available to and all liability(inducting reasonable attomeys'fees)which the Company may be responsible for Company under this Agreement or at law.In addition to and not in limitation of the foregoing, or pay out as a result of bodily injuries(including death),property damage,or any violation or Company shag be entitled to recover all losses,damages and costs,including attomeys'fees and alleged violation of law to the extent caused by Customers breach of this Agreement or by any costs,resulting from Customer's breach of any other provision of this Agreement in addition to all negligent ad,negligent omission or willful misconduct of the Customer or its employees,agents other remedies available at law or in equity. or contractors in the performance of this Agreement or Customers use,operation or possession 15.EQUIPMENT.All equipment furnished by Company shall remain its property;however of any equipment furnished by the Company. Customer shall have care,custody and control of the equipment and shall be liable for all loss or Neither party shag be liable to the other for consequential,incidental or punitive damages arising damage to the equipment and for its contents while at Customers service location(s). Customer out of the performance of this Agreement except for third party claims related to violations of law. will not overload,move or alter the equipment,or allow a third party to do so,and shag use it only 10.UNCONTROLLABLE CIRCUMSTANCES. Except for the obligation to make for its intended purpose. At the termination of this Agreement Company's equipment shall be in payments hereunder, nether party shag be in default for its failure to perform or delay in the condition in which it was provided,normal wear and tear excepted.Customer shall provide performance caused by events beyond its reasonable control,including,but not limited to,strikes, safe and unobstructed access to the equipment on the scheduled collection day.Company may riots, imposition of laws or governmental orders, fires, ads of God, and inability to obtain suspend Services or terminate this Agreement in the event Customer violates any of the equipment,permit changes and regulations, restrictions(including land use)therein,and the requirements of this provision. Customer shall pay, if charged by Company, any additional affected party shag be excused from performance during the o=ffence of such events. Charges,determined by Company in its sole discretion,for ovedoading,moving or altering the 11.RECYCLING SERVICES. The following shag apply to fiber and non-fiber recydables equipment or allowing a third party to do so,and for any service modifications caused by or ('Recyclable Materials)and recycling services: resulting from Customers failure to provide access.Customer warrants that Customers property is sufficient to bear the weight of Company's equipment and vehicles and agrees that Company (a)(i)Single stream Recyclable Materials('Sirnale Streams wig consist of Customer's entire shag not be responsible for any damage to Customers pavement or any other surface resulting volume of dean,dry,paper or cardboard without wax liners;dean,dry and empty aluminum from the equipment or Services. food and beverage containers,ferrous(iron)or steel cans,aerosol cans,and rigid container 18.CONFIDENTIALITY.Except as required by law,the parties agree that the rates set forth plastics above, i including narrow neck containers and tubs.Any material not issspeue or p set on Exhibit A,a Confirmation Letter,including any adjustments thereto,and any other pricing forth above,inducing but not limited to foam,film plastics,plastic bags,and tissue id paper information shall be considered confidential and shall not be disclosed to third parties without the that had been in contact with food,is unacceptable('Unacceptable Materials'),provided that glass may be included in Single Stream with specific written approval of Company.Single other party's written approval. Stream may not contain any Unacceptable Materials. (ti)Customer shall provide source- 11.MISCELLANEOUS. (a) The prevailing party wig be entitled to recover reasonable separated wastepaper,cardboard,plastics and metals in accordance with the most current fees and court costs,including attorneys'and expert fees,in enforcing this Agreement In the ISRI Scrap Specifications Circular and any amendments thereto or replacements thereof. event Customer fails to pay Company all amounts due hereunder,Company will be entitled to (iii)All other Recyclable Materials wig be delivered in accordance with industry standards or collect all reasonable collection costs or expenses,including reasonable attorneys'and expert such specifications communicated to Customer by Company from time-to-time. (IV) fees, court costs or handling fees for returned checks from Customer; (b) The validity, Company reserves the right,upon notice to Customer,to discontinue acceptance of any interpretation and performance of this Agreement shall be construed in accordance with the law category of Recyclable Materials as a result of market conditions related to such materials of the state in which the Services are performed;(c)If any provision of this Agreement is declared and makes no representations as to the recydability of the materials which are subject to invalid or unenforceable,then such provision shall be deemed severable from and shall not affect this Agreement the remainder of this Agreement,which shag remain in full force and effect;(d)Customers (b)Recyclable Materials may not contain Nonconforming Waste or other materials that are payment oblkdation for Services and the Warranties and Indemnification made by each party shall deleterious or capable of causing material damage to any part of Company's property,its survive termination of this Agreement personnel or the public or materially impair the strength or the durability of Company's structures or equipment (c)Company may reject in whole or in part or may process,in its sole discretion,Recyclable Materials not meeting the specifications,and Customer shall pay and reimburse Company for all outs,losses and expenses incurred with respect to such non-conforming Recyclable Materials including costs for handling,processing,transporting and/or disposing of such non- conforming Recyclable Materials which charges may include an amount for Company's operating or profit margin. Without limiting the foregoing, Company may assess and Customer shag pay a contamination charge for additional handling,processing,transporting O Waste Management(Form update:06.2018) Page 2 1 Final ISA 2018 complete Texas8 Supplemental Terms to the Industrial Waste& Disposal Services Agreement between Waste Management of Texas,Inc. ("Company")and the City of Round Rock,Texas("Customer)dated 92019 Company and Customer hereby agree to the following supplemental terms and conditions to the Industrial Waste&Disposal Services Agreement(the"Agreement"): 1. PROCUREMENT: Expenditures that are for procurement of items from only one source are exempt from competitive bidding requirements pursuant to Section 252.022 of the Texas Local Government Code. Customer has determined that Company is a sole source provider for the services set forth in the Agreement based on its proximity to the City of Round Rock and Customer selected Company to supply landfill disposal services,specifically providing a landfill for Customer to unload Customer's municipal wastewater treatment plant sludge. 2. CHARGES AND ADJUSTMENTS: A. Company's Charges for landfill disposal services provided by Company are set forth in Exhibit "A" of the Industrial Waste & Disposal Services Agreement below and in applicable Waste Profile(s) signed by the parties. Changes in any base rates, fees or other charges ("Charges") shall be made pursuant to Section 8 of the Agreement. B. The Customer shall be authorized to pay the Company an amount not-to-exceed Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00) per year for a total not-to-exceed amount of Two Million Five Hundred Fifty Thousand and No/100 Dollars($2,550,000.00) for the term of this Agreement. However,it shall be the Customer's responsibility not-to-exceed these amounts. Company has no liability or responsibility if Customer continues disposing Waste Material at the disposal facility operated by Company and the continuation of such disposal exceeds the above amounts. 3. NON-APPROPRIATION AND FISCAL FUNDING The Agreement is a commitment of Customer's current revenues only. It is understood and agreed that Customer shall have the right to terminate this Agreement at the end of any Customer fiscal year if the governing body of Customer does not appropriate funds sufficient to purchase the services as determined by Customer's budget for the fiscal year in question.Customer may effect such termination by giving Company a written notice of termination at the end of its then current fiscalyear. 4. PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Company will be made within thirty (30) days of the day on which Customer receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete,or within thirty(30)days of the day on which Customer receives a correct invoice for the performance and/or deliverables or services, whichever is later. Company may charge interest on an overdue payment at the "rate in effect" on September I of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not apply to payments made by Customer in theevent: i. There is a bona fide dispute between Customer and Company,a contractor, subcontractor or supplier about the goods delivered or the service 1 performed that cause the payment to be late;or ii. The terms of a federal contract, grant, regulation, or statute prevent Customer from making;a timely payment with federal funds;or iii. There is a bona fide dispute between Company and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late;or iv. Invoices are not mailed to Customer in strict accordance with instructions, if any,on the purchase order or the Agreement or other such contractual agreement. 5. GRATUITIES AND BRIBES Customer may, by written notice to Company, cancel this Agreement without liability to Company if it is determined by Customer that gratuities or bribes in the form of entertainment, gills, or otherwise were offered or given by Company or its agents or representatives to any Customer officer, employee or elected representative with respect to the performance of this Agreement. In addition, Company may be subject to penalties stated in Title 8 of the Texas Penal Code. 6. TAXES Customer is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Company's charges. 7. INSURANCE Company shall meet all insurance requirements required by Customer at http://Www.r0undrocktexas.1rov!«.p-content/uploads/20'14/12/torr insurance 07.20112.pdf 8. CUSTOMER'S REPRESENTATIVE Customer hereby designates the following representative authorized to act in its behalf with regard to this Agreement. Michael Thane Director of Utilities and Environmental Services City of Round Rock 2008 Enterprise Drive Round Rock,Texas 78664 512-255-8877 mtharnerir,roundrocktexas. 9. COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES A. Company,its agents,employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local,state and national boards, 2 bureaus and agencies. B. In accordance with Chapter 2270,Texas Government Code,a governmental entity may not enter into a contract with a company for services unless the contract contains written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Company verifies Company does not boycott Israel and will not boycott Israel at any term of this Agreement. 10. NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: i. When delivered personally to the recipient's address as stated in this Agreement;or ii. Three(3)days after being deposited in the United States mail,with postage prepaid to the recipient's address as stated in this Agreement. Notice to Company: Waste Management of Texas,Inc. 9900 Giles Lane Austin,Texas 78754 Attn: Director of Disposal Notice to Customer: City Manager Stephan L.Sheets,City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock,TX 78664 Round Rock,TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of Customer and Company. 11. EXCLUSIVE AGREEMENT This document, and all appended documents, constitute the entire Agreement between Company and Customer. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing,duly authorized by action of the City Manager or City Council. 12. DISPUTE RESOLUTION Customer and Company hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14)or any applicable state arbitration statute. 3 13. MISCELLANEOUS PROVISIONS Standard of Care. Company represents that it employs trained, experienced and competent persons to perform all of the services,responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Multiple Counterparts.This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together,shall constitute one and the same instrument. IN WITNESS WHEREOF, Customer and Company have executed this Supplemental Agreement on the dates indicated. CITY OF ROUND ROCK,TEXAS WASTE MANAGEMENT OF TEXAS,INC. B B Y� Y: Printed Name: Printed Name: Lmo� Title: Title: 6'r�cS ,Hca G✓- Date Signed: Date Signed: ATTEST: By: Sara L. White,City Clerk FOR CITY,APPROVED AS TO FORM: By: Stephan L. Sheets,City Attorney 4 E Z F'r~c:>file lIVA WAAT6 MAMAGEMENTs Wlliamson County Landfill -,,;.. r�f.ie, r t wF WC10483 LJ t _ ii i ...:; _ .. � ., A�'.-:�: -moi "'r i i. ti=.WC10483 ..._. i..tFii.-..aJ::i�Y'.i<i.i r t...:-:-.,,,i .'(I'n�Cf_41:..�ii.dt .., ;3 �t t i . fs,t-v":�' �s���,iY v.�!i�=i't F 3x A,GENERATOR INFORMATION(MATERIAL ORIGIN) 13.BILLING INFORMATION _I SAME AS GENERATOR Brushy Creek„Regional WTP..__.__ Cit .afRaund_Rock .......... ...___ ..... _....... .;: f;,Ss, 3939 E Plain Valley___ ___ .I ”"22.1.E,hilai0&t __....... _ - City, Zi:")Round Rock TX_78.669. . ..... y S- ,..,. ;rM) .;wound-Williamson ....._ ...... _...,............................_. .... _... ;:> Karen-Accounts_.P_ayable ................ 4 rr ,t .1 N *ne KJm Lutz w._ ap.in.uoices@rauadrocktexas.gov....................... S.Ema.I _ .._..............._._ ... :' ja12j21M400. ....._....._...... � . r G.�:: c?. r X ..(512).,2.1.8.-2009......_._...- i lax... ;+.+ le..i% ..I Yens id No EFPA to Nt+ t1 �--'• i ...._..... .......... .. ... .. �Njf` '�9�'l , ''[! A E: i _...._...... z tlf.t0 tro: J'pcn J Credit ..am C,MATERIAL INFORMATION D.REGULATORY INFORMATION Municipal w-4stewater !reatment Sludge _ IPA 1 ...• J Ve,s* ' N.-, Domestic and commercial wastewater treatment sludge Froin a belt Fiat_ az a?,`ous L~iwste? Ll Ves 11 NO press.No heavy industry wastewater treated. J ve s" .uS 4...Benzene Nf:SfiAf,? _j V i5t!Iu � U-'..... ._.... 11 tdWTP Sludge 00 ?7 _rtSi.. r-tto40 CFR f, �s`...:et�.a? J p5= v :,_ 1 !4 NF;C of lute a r£z.;!o<3 rive.r vt I141 a tste? ' s`es' P7; - -~ 'if Yes,see Addendum(page 2)for additional questions and space. T0131 OlffipITIUSt °P(IWIl to(Ir r1r tier fh<n 130%; 100 Waste f s -c.Axs -... N1�t t. :Ci._.111 I,:'.":`_,^ 4 I veS,cin5'JJE'.r c:.t3 afl>.'£:. '�l'Y td N', Suite ,. .elrsr.Brown __~.._. _ a F<egJa'ed b =C E:R 761' J Yex J IN', t 'en nt ;it if under 40 UP 761,61. (ai? CJ Yes J R!o I C). c c Fir 8 i vC ) ted t'1 tre US? J YqS j�o .'.ard/ortJ�t .1 7L1 1. i I'I:�.. ._....._..__............. .._.._ .__ .,. .... ......_ .. ._.. nlpvliiEt�_tlf.#s`'AlasvF3 J SE'SNo Y.F 54. ? ', ..., - „ i d r: I G. t� ;to.1<3 t;As 7,.,> �,,j ��cl R I�h.. J i; _, E.ANALYTICAL AND OTHER REPRESENTATIVE INFORMATION F.SHIPPING AND DOT INFORMATION 5,000 DHL Analytical Lab Order 1702269.TCLP-SVOC,VOC,PEST.HERB. METALS.8082 PCB,8270 PCB.36 Pages. -.. W.Off_...._. G.GENERATOR CERTIFICATION(PLEASE READ AND CERTIFY BY SIGNATURE) i Certification Signature THINK GREEN QUESTIONS?CALL 800 963 4776 FOR ASSISTANCE - UVASTSMANAGEMGNT 1901 Afton Rd,Houston,TX 77055.713/423-1867 July 22,2019 EXHIBIT A Confirmation Document Brushy Creek WWTP 3939 E Palm Valley Round Rock,TX 78664 RE-Municipal Wastewater Treatment Center Sludge We are pleased to confirm Waste Management's approval of your waste material as described below into our Williamson County landfill. The referenced profile for your waste material was approved by Waste Management based upon the information you provided. It is important that no changes be made to the profile without Waste Management's consent. Please notify Williamson County Customer Service by Phone 512-759-8881 at least 24 hours prior to shipment of liquids,drums and loads requiring special handling. Approval# Description State Waste Profile Disposal Price Comments Code Expiration Date WC 10483 Municipal Wastewater NA,Class 2 5/11/2020 $42.00/'1'N No Free Liquids Treatment Center Sludge $200.00 minimum per shipment See pare 2 for Fees and Conditions WAf will invoice actual volume or manifested volume whichever is greater. Waste Management will invoice actual volume or manifested volume whichever is greater. Invoices shall be paid in accordance with the terms of the Industrial Waste Services & Disposil Agreement between Brushy Creek Regional WWTP and Waste Management dated 10109/2017. The obligations contemplated by this Exhibit A shall be performed in accordance with the terms and conditions of the Agreement. The Disposal Price quoted above is subject to change pursuant to the terms and conditions contained in the Agreement.Please refer to the Agreement for any questions you may have on rate increases. If you have any questions regarding either page of this Confirmation Letter or would like to snake changes to the profile,please contact Shannon Jefferson 713423-1867. Thank you for this opportunity to be of service. Sincerely, Tom Decker Industrial Sales Manager Acknowledgement&Acceptance Date EXHIBIT A -Page 2 Confirmation Document Waste Management- Texas Landtilts Fees&Surchar,zes Plus,the following fees: (1)TCEQ Fee$0.94/Ton (2)Fuel Surcharge:adjusted weekly (3)Environmental Fee: 11% (4)WCL Community Recreational Fund:$0.41/fon (S)WCL Future Environmental Liability Fund:$0.83/Ton (6)WCL Master Site Development Fund:$0.41/Ton (7)Hutto ISD: $0.83/Ton (8)Minimum charge$200.00 per load