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Contract - Central Texas Refuse - 6/23/2022 FIRST AMENDMENT TO THE AMENDED AND RESTATED REFUSE COLLECTION CONTRACT between CITY OF ROUND ROCK, TEXAS and CENTRAL TEXAS REFUSE, LLC. 0140.20223;14883-3113-6548 fav as -alk ao THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED REFUSE COLLECTION CONTRACT BETWEEN CITY OF ROUND ROCK, TEXAS AND CENTRAL TEXAS REFUSE, LLC. (the "First Amendment") is dated and entered into as of the day of June, 2022 between the City of Round Rock ("City") and Central Texas Refuse, LLC ("Contractor"). The City and Contractor and sometimes referred to as the "Parties." RECITALS WHEREAS, the Parties entered into the Amended and Restated Refuse Collection Contract (the "Contract") on November 4, 2021; and WHEREAS,the Parties now desire to amend the Contract to make it clear that it is their intention that the Contract not be construed as a grant of a franchise; NOW THEREFORE in consideration of the mutual covenants and agreements herein contained, the sufficiency of which are hereby conclusively acknowledged, and subject to the terms and conditions hereinafter set forth, the City and Contractor mutually agree as follows: ARTICLE I TABLE OF CONTENTS Section 1.1 SECTION 4 of the Table of Contents is amended to read as follows: SECTION 4: GRANT OF LICENSE ARTICLE II SECTION 2: DEFINITIONS Section 2.1: DEFINITIONS is amended as follows: a) The definition of Franchise Fee is deleted in its entirety. b) The definition of Gross Revenue/Receipts is amended as follows: Gross Revenue/Receipts -- All receipts and revenues received or derived directly or indirectly by the Contractor, its affiliates, subsidiaries, parent company,and any other person or entity in which the Contractor has a financial interest, from and in connection with Commercial Services. Gross Revenues/Receipts include license fees passed through to the Contractor's customers. Gross Revenues/Receipts do not include any surcharges imposed directly upon any Customer by the state, city or other governmental unit and collected by the Contractor on behalf of such governmental unit. 1 I c) The definition of License Fee is added to read as follows: License Fee—Fee to be paid to the to the City by the Contractor as described in Section 4.2. ARTICLE III SECTION 4 Section 3.1 Section 4. is herby amended to read as follows: SECTION 4: GRANT OF LICENSE AND FEE 4.1 City hereby grants Contractor for the term of this Contract, including any automatic renewals,as defined in Section 5 unless sooner terminated,the right,privilege,and license to have, use and operate Residential Services, Downtown Commercial District Services, Commercial Services, and City Facility Services; and to have, use and operate its vehicles on, over, and along, and across the present and future streets and alleys. The City grants the Contractor the right, privilege, and license to have, use and operate: (i) Municipal Solid Waste Services, Bulk Waste Services, and Recycling Services for Residential Service Units and Commercial Units, (ii) Municipal Solid Waste Services and Bulk Waste Services for City Facilities, (iii) Municipal Solid Waste Services and Recycling Services for City Events, and (iv) Municipal Solid Waste Services and Recycling Services for the Downtown Commercial District. 4.2 In exchange for the City's grant to Contractor of the right to have, use, and operate Commercial Services, Contractor shall pay quarterly to the City a License Fee of ten (10%) of the Gross Receipts derived during the preceding quarter by the Contractor from the operation of its Commercial Services within the City. The parties acknowledge and agree the License Fee will be recouped by the Contractor and will be reflected accordingly in the exhibit establishing Contracted Rates.The City reserves the right to review and modify the fee percentage on an annual basis. The Contractor shall be given thirty (30) days' written notice prior to any increase in the license fee. Any change in the License Fee must be approved by the governing body of the City. 4.3 The License Fee shall be paid quarterly to the City on or before the last day of the month following the end of the quarterly period for which said payment is due. The License Fee payment shall be delivered to the City's Director of Finance, along with the City-approved form entitled "Commercial Garbage Collection License Fee Quarterly Statement" showing the calculations of said quarterly payment. 4.4 Under no circumstances whatsoever shall the grant herein of a license be construed as a grant of a franchise. 2 ARTICLE IV SECTION 22 Section 4.1 Section 22.2.4 Commercial Services is hereby amended to read as follows: 22.2.4 Commercial Services The Contractor shall bill all Commercial Customers directly on a monthly basis for services to be provided the following month in accordance with the rate structure established herein. No billing services for Commercial Customers shall be performed by the City. Contractor shall have the right to suspend services for any Customer for non-payment. Contractor has the right to include a line item in its billing to Commercial Customers for License Fees, however, all amounts collected by Contractor from Commercial Customers for License Fees shall be included in the Contractor's Gross Receipts. ARTICLE V MISCELLANEOUS Section 5.1 To the extent necessary to effect the terms and provisions of this First Amendment, the Contract is hereby amended and modified.In all other respects,the aforesaid Contract is hereby ratified and confirmed. Section 5.2 This First Amendment may be executed in counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. [Signatures on the following page.] 3 IN WITNESS WHEREOF, the Parties hereto acting under authority of their respective representatives have caused this First Amendment to be duly executed as of the,day of June, 2022. CON'T'RACTOR: Central Texas Refuse,LLC. By: :15;;4- Mana er Date: } . CITY: City of Ro d Rock,Texas By: Crai or Date: 2 Attest: By: ��& Meagan Sp' Clerk Appro4asornz:By: k Sheets,City Attorney 4