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R-84-638 - 9/13/1984WHEREAS, the City has previously contracted with Weisinger Service Company to provide garbage collection and disposal services, and WHEREAS, Weisinger Service Company now requests the consent of the City Council to assign its rights and responsibilities under said contract to Round Rock Refuse, Inc., and WHEREAS, the City Council wishes to exercise its option to extend the term of the contract for a three (3) year period from the date of this resolution, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS That subject to the City receiving an assignment document in proper form, the City hereby approves and consents to the assignment of the garbage collection contract from Weisinger Service Company to Round Rock Refuse, and BE IT FURTHER RESOLVED That the City hereby exercises its option to extend the term of the contract for three (3) years from the date of this resolution. ? RESOLVED this day of I 12 t JV Z , 1984. ATTEST: LAND, City Secretary„ RESOLUTION NO. 6. ef/l MIKE ROBINSON, Mayor City of Round Rock, Texas 1 1 • AM • STATEMENT OF BIDDER'S QUALIFICATIONS • All questions must be answered and the data given must be clear and comprehensive. This statement must be notarized. If necessary, questions may be answered on separate attached sheets. The Bidder may submit any additional information he desires. . 1. Name of Bidder. 2. Permanent main office address. 3. When organized? 4. If a corporation, where incorporated? 5. How many years have you been engaged in the solid waste collection and disposal business under your present firm or trade name? 6. Contracts on hand: (Show level of service provided and per unit price on existing• contracts also show expiration date of contract(s)). 7. General character of work performed by your company. 8. Have you ever failed to complete any work awarded to you? If so, where and why? 9. Have you ever defaulted on a contract? If so, where and why? 10. List your_major equipment available for this contract. (Note: No equipment more than three (3) years old will be acceptable at the beginning of the contract). 11. List new equipment you will obtain to fulfill this proposal. 12. Experience in work similar in nature to this undertaking. 13. Background and experience of the principal members of your organization including the officers. 14. Credit available: $ 15. Give Bank reference: 16. Will you, upon request, fill out a detailed financial statement and furnish any other information that may be required by the City of Round Rock, Texas. 17. The undersigned hereby authorizes and requests any person, firm or corporation to furnish any information requested by the City of Round Rock, Texas, in varification of the recitals comprising this Statement of Bidder's Qualifications. • •N l'. Round Rock Refuse 2. 1001 N. Industrial, Round Rock, Texas 78664 3. June, 1983 4. Austin, Texas 5. One (1) Year, Three (3) Months 6. City of Round Rock 7. 8. No 9. No 16. Yes 17. OUND ROCK EFUSE STATEMENT OF QUALIFICATIONS ;:$0. Three (3) 1983 Pae Mor 20 yard Residential Rear Load trucks. One (1) 1983 Pac Mor Commercial Truck 1001 N. INDUSTRIAL ROUND ROCK, TX 78664 (512) 255.4980 11. 12. 13. Jim Stalling, General Manager and Partner of Round Rock Refuse (1 Year, 3 Months) 14. 15. Frontier National Bank, Round Rock, Texas Round Rock Refuse 1001 N. Industrial Round Rock, , T" Tx. 78664 J A , rent, IM . NOTICE THAT EMPLOYER HAS BECOME SUBSCRIBER TEXAS WORKERS' COMPENSATION ACT - Original to Industrial Accident Board • 200 E. Riverside Drive, First Floor • Austin, Texas 78704 Notice is hereby given by the named Insurance company, as required by the Texas Workers' Compensation Insurance Act, Chapter 103, General Laws, 1917, and amend- ments thereto, that the named employer has become a subscriber under said Act and amendments thereto and provided for the payment of compensation to employees under the terms and provisions thereof Any insurance company tailing to file this notice shall be liable for and shall pay to the State of Texas a penalty of not more Than Five Hundred Dollars (5500 00) for each offense (Article 8308, §18a, amended 9 -1 -83) - This coverage will remain in effect until Notice of Cancellation or Nonrenewal of Compensation Insurance (IAB Form 09 led tyi G t d D I Accident Board or unld subsequent notice of coverage is received by the Industrial Accident Board (Article 8308, §20e, amended 9 -1-83) SS R ISK INSURANCE COMPANY SIGN HERE I 100 NOT USE GROUP NAME) APPIr I 1 1 POLICY NUMBER• 71 WZ x04669 Twin City Fire Insurance Company • 1 1111 5001 LAS Fay., Dallas, Tx. 75244 -6104 I ADDRESS 1 I SIGNED: Vfrs y vtiCrel t I SIGNATURE HERE CONSTITUTES NOTICE ON BE- I HALF OF INSURANCE COMPANY- NAME OF INSURANCE COMPANY OR ASSOCIATION AGENCY WRITING THIS COVERAGE' ADDRESS NAME P.O. Box 91060, Houston, Texas 77291 IMMEDIATE PRIOR COVERAGE WAS IN EFFECT FOR PERIOD FROM. TO THROUGH (INS. CO.) POLICY NUMBER (NOT REQUIRED IF RENEWED IN SAME COMPANY) SCOPE OF COVERAGE. PEENTIRE STATE OF TEXAS (ALL OPERATIONS) ❑ PROPRIETOR AND /OR EXECUTIVE OFFICERS INCLUDED • NOTICE: FOR DIVIDED RISK POLICIES COVERING SPECIFIC JOBS, JOINT VENTURES AND FOREIGN OPERATIONS MUST BE FILED ON I A B FORM 154 o REINSTATEMENT. REVOKES CANCELLATION EFFECTIVE - OCCUPATION OF A, _ INSURED Refuse Collection & Drivers ANY ADDITION OR DELETION OF A SUBSIDIARY CORPORATION WILL REQUIRE IMMEDIATE NOTICE TO THE BOARD GIVING DATE EFFECTIVE. A SUBSCRIBER SHALL NOTIFY THE BOARD OF A CHANGE OF NAME OR ADDRESS BELOW: LIST PRINCIPAL CORPORATE NAME FIRST, GIVING HEADQUARTERS ADDRESS; THEN LIST EVERY SUBSIDIARY COR PORATION DOING BUSINESS IN TEXAS AND PROVIDE ITS PRINCIPAL TEXAS ADDRESS. ALSO LIST EVERY OPERATING OR DIVISIONAL NAME USED IN TEXAS AND PROVIDE THEIR LOCATIONS. CONTINUE LIST ON SEPARATE SHEET AND ATTACH. EMPLOYER /INSURED IAB Form 20 (Rev 9.83) L- 2782 -6 Printed in U.S.A. . Coafital State Insurance Agency M. 10 Gary S Jae s L. tau. ing dba xoctc It 1.1813 1 . -Round Kock, 'Leans /8664 INSURED'S COPY EFFECTIVE .FROM 8 - 15 - 84 VENEW POLICY PRIOR POLICY NUMBER ❑ REWRITE' (Prior Policy Numben PHONE NUMBER BOARD'S STAMP cie TEXAS WORKERS' COMPENSATION ASSIGNED RISK POOL Austin, Texas hereby acknowledges itself bound by a Workers' Compensation Insurance undertaking, the subject matter of the insurance being described in the employer's application on file with this Pool, and the said undertaking being subject to all the terms and conditions of the approved form of policy contract. This Binder shall end at 12:01 A.M., Standard Time, 20 days after the effec- tive date shown. This undertaking will be evidenced by a policy contract- to be issued by the following company as the servicing company. FOR SERVICE, PLEASE SEE REVERSE SIDE OF BINDER FOR ADDRESS AND TELEPHONE NUMBER. Twin City Fire Ins. Company Insured Employer: r , M.E. Gary & James D. Stalling dba Round Rock Refuse '1001 - N. Industrial Blvd. Round Rock, Tx 78664 WCP -2 (Rev. 3 -84) BINDER FOR WORKERS' COMPENSATION INSURANCE Effective date of this Binder J Date August.- 15 >_.19_84 ,12:01 A.M. THIS BINDER EXTENDS TO TEXAS STATUTORY WORKERS' COMPENSATION COVERAGE ONLY AND NOT TO ANY OTHER STATE - Policy to be issued on reporting basis as follows: Monthly e ❑ Q uarterly El Semi - Annually ❑ A nnually Special Instructions: ❑ Railroad Commission Filing Required - ❑ Please issue Certificates of Insurance as requested as soon as possible. The following optional coverages were requested and are being provided: a Sole Proprietors, Partners, Officers and Others Coverage . ❑ Longshoremen's and Harbor Workers' Compensation Act Coverage ❑ Outer Continental Shelf Lands Act Coverage ❑ Maritime Coverage ❑ Transportation, Wages, Maintenance, and Cure ❑ In Rem INSURED'S COPY ' BOARD NO. IN WITNESS WHEREOF, the TEXAS WORKERS' COMPENSATION ASSIGNED RISK POOL has caused this binder to be signed by its General Manager, at Austin, Texas. TEXAS WORKERS' COMPENSATION ASSIGNED RISK POOL f . r _ a By James A. Johnston, General Manager Date_____ August 14, 1984 -.- cr Rate Information: , NO % Pool Surcharge Policy to be issued at current manual rates and above surcharges but subject to change, if applicable, based on rating to be promulgated by the State Board of Insurance. ❑ Special All States ❑ Exempt Employees ❑ Waiver of Subrogation ❑ Real Estate Salespersons ❑ Volunteers of Political • ' Subdivisions '" ' NOTICE TO INSURED! If you use sub or independent contractors, please obtain from them a certificate of their Workers' Compensation insurance and . keep it with your records until examined by our payroll auditor. - Amounts paid as labor to sub or independent contractors, during the term of this policy, must be included as your payroll and a premium paid thereon if their certificates of insurance are not available. • F' 7e LIST OF SERVICING COMPANIES Assigned Risk Pool Unit Aetna Casualty and Surety Company • • 9229 LBJ Freeway - Dallas, .Texas 75243 (214) 783 -7795 - Assigned Risk Pool Unit "' LIT') a . -Houston General Insurance Company - )' P.O. Box2932 Fort Worth,+Texas 76113 ' (81'7) 731 -7313 Assigned Risk Pool Unit Y .1 NA of Texas 1421 West - Mockingbird Lane, Suite 100' P.O. ,Box 47150 Dallas, Texas 75247 (214)' 638 -6880 J- ; . = " Assigned Risk Pool Unit t "` Illinois Employees Insurance of Wausau P. O: Boz 152800, Irving, Texas, 75015; 1333 Corporate Drive, Irving, Texas 75038 (214) 659 -0456 . - Assigned Risk Pool Unit Liberty Mutual Fire Insurance Company 2530 Walnut Hill Lane Dallas, Texas 75229 (214) 350 -7611 Assigned Risk Pool Unit •' ., ' Lumbermens Mutual Casualty Company .r1' '' 1800 Eastgate Drive Garland, Texas 75041 (214) 270 -6601 ,.r r' ... , • .i'.. .. "r . 4 ....,< - ,. r-t`T Assigned Risk Pool Unit • ' ` Texas Employers' Insurance Association'.• P.O. Box 2759: Dallas, Texas, 75221 (214) 653 -8432 • : 'Assigned Risk Pool Unit ` Travelers Indemnity Company of Rhode Island P.O: Box '220055 Dallas, Texas 75222 (214) 750 -4036 Assigned Risk Pool Unit - - s Twin City Fire Insurance Company J - - 5001 LBJ Freeway, 5th, Floor Heritage Square P.O. Box 927,_ Dallas, Texas 75221 , t , (214) 980 -1033 s , Assigned, Risk Pool Unit United States Fire Insurance Company P.O. Box 2639. 4040 North Central Expressway Dallas, Texas 75221 (214) 827 -6110' • 5a t 4 9 .a a cxoral NAME AND ADDRESS OF AGENCY NAME AND ADDRESS OF INSURED SET. TAB STOPS AT ARROWS Certificate of Insurance THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. IFI .. rT .T r. 7 rV :A AF Pr I Coastal State Insurance Agency P.O. Box 91060 ' Houston, Texas 77291 Jim Stallings Round Rock Refuse Co. 1001 N. Industrial Blvd. Round Rock, Texas 78664 This is to certify that policies of insurance listed below have been issued to the Insured named above and are in force at this time. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be Issued o may pertain, the insurance afforded by the policies descnbed herein is subject to all the terms, exclusions and conditions of such policies. COMPANY LETTER TYPE OF INSURANCE GENERAL LIABILITY ® COMPREHENSIVE FORM • ® PREMISES —OPERATIONS ❑ EXPLOSION AND COLLAPSE HAZARD ❑ UNDERGROUND HAZARD ❑ PRODUCTS/COMPLETED OPERATIONS HAZARD ❑ CONTRACTUAL INSURANCE ❑ BROAD AGE FORM PROPERTY DAM ❑ INDEPENDENT CONTRACTORS ❑ PERSONAL INJURY AUTOMOBILE LIABILITY COMPREHENSIVE FORM ® OWNED I ®I HIRED f]LI NON -OWNED WORKERS' COMPENSATION and EMPLOYERS' LIABILITY OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES ACORD 25 (1 -79) 0 POLICY NUMBER L 18 67 266 L1867 COMPANIES AFFORDING COVERAGES COMPANY LETTER The Fideli COMPANY B LETTER COMPANY C LETTER COMPANY D LETTER COMPANY LETTER NAME AND ADDRESS OF CERTIFICATE HOLDER: POLICY EXPIRATION DATE 7/1/85 7/1/85 Cancellation: Should any of the above described policies be cancelled before the expiration date thereof, the issuing com- pany will endeavor to mail ... days written notice to the below named certificate holder, but failure to mail such notice shall impose no obligation orliability of any kind upon the company. DATE ISSUED: & Casualty Ins. Co. of N.Y Limits of Liability in Thousands (000) BODILY INJURY PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE COMBINED BODILY INJURY (EACH PERSON) BODILY INJURY (EACH ACCIDENT) PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE COMBINED STATUTORY EACH AGGREGATE OCCURRENCE 9:4 50 25 PERSONAL INJURY - E 100 300 a 50 E 50 a 25 Garland G ORrz - R EESEE,T Agent 0 EXCESS LIABILITY - BODILYINJURYAND El UMBRELLA FORM PROPERTY DAMAGE E E El OTHER THAN UMBRELLA COMBINED FORM .a a cxoral NAME AND ADDRESS OF AGENCY NAME AND ADDRESS OF INSURED SET. TAB STOPS AT ARROWS Certificate of Insurance THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. IFI .. rT .T r. 7 rV :A AF Pr I Coastal State Insurance Agency P.O. Box 91060 ' Houston, Texas 77291 Jim Stallings Round Rock Refuse Co. 1001 N. Industrial Blvd. Round Rock, Texas 78664 This is to certify that policies of insurance listed below have been issued to the Insured named above and are in force at this time. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be Issued o may pertain, the insurance afforded by the policies descnbed herein is subject to all the terms, exclusions and conditions of such policies. COMPANY LETTER TYPE OF INSURANCE GENERAL LIABILITY ® COMPREHENSIVE FORM • ® PREMISES —OPERATIONS ❑ EXPLOSION AND COLLAPSE HAZARD ❑ UNDERGROUND HAZARD ❑ PRODUCTS/COMPLETED OPERATIONS HAZARD ❑ CONTRACTUAL INSURANCE ❑ BROAD AGE FORM PROPERTY DAM ❑ INDEPENDENT CONTRACTORS ❑ PERSONAL INJURY AUTOMOBILE LIABILITY COMPREHENSIVE FORM ® OWNED I ®I HIRED f]LI NON -OWNED WORKERS' COMPENSATION and EMPLOYERS' LIABILITY OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES ACORD 25 (1 -79) 0 POLICY NUMBER L 18 67 266 L1867 COMPANIES AFFORDING COVERAGES COMPANY LETTER The Fideli COMPANY B LETTER COMPANY C LETTER COMPANY D LETTER COMPANY LETTER NAME AND ADDRESS OF CERTIFICATE HOLDER: POLICY EXPIRATION DATE 7/1/85 7/1/85 Cancellation: Should any of the above described policies be cancelled before the expiration date thereof, the issuing com- pany will endeavor to mail ... days written notice to the below named certificate holder, but failure to mail such notice shall impose no obligation orliability of any kind upon the company. DATE ISSUED: & Casualty Ins. Co. of N.Y Limits of Liability in Thousands (000) BODILY INJURY PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE COMBINED BODILY INJURY (EACH PERSON) BODILY INJURY (EACH ACCIDENT) PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE COMBINED STATUTORY EACH AGGREGATE OCCURRENCE 9:4 50 25 PERSONAL INJURY - E 100 300 a 50 E 50 a 25 Garland G ORrz - R EESEE,T Agent 0 tille$tate of rxaz SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF ROUND ROCK REFUSE, INC. CHARTER NO. 716900 The undersigned, as Secretary of State of the State of Texas, hereby certifies that Articles of Incorporation for the above corporation duly signed and verified pursuant to the provisions of the Texas Business Corporation Act, have been received in this office and are found to conform to law. ACCORDINGLY the undersigned, as such Secretary of State, and by virtue of the authority vested in him by law, hereby issues this Certificate of Incorporation and attaches hereto a copy of the Articles of Incorporation. Dated AUG 15 . 19 R4 Assistant Secretary of State Secretary of State MLH HOBBY H. MOVOY PH. 374-3442 miammwm City of Round Rock 214 E. Main Round Rock, Texas 78664 ATTN: Sam Huey Re: Round Rock Refuse, Inc. Gentlemen: Enclosed please find our Letter of Credit Nos. 8 and 9 in your favor for the account of Round Rock Refuse, Inc. Please examine these Letters of Credit to see that they satisfy your requirements. If there are any problems, please advise. BRM:rmb THE ZAVALA COUNTY BANK P.O. DRAWERB CRYSTAL CITY, TEXAS 78839 September 18, 1984 Yours truly, Bobby R. McVo President BOBBY H. MoVOY P9H9m8HT THE ZAVALA COUNTY BANK To: City of Round Rock 214 E. Main Round Rock, Texas 78664 Gentlemen: P.O. DRAWER B CRYSTAL CITY, TEXAS 78839 IRREVOCABLE LETTER OF CREDIT Number We hereby establish our Irrevocable Letter of Credit in your favor,, in lieu of a Performance Bond, for the account of Round Rock Refuse, Incorporated Iof Round Rock, Texas and thereby undertake to honor your drafts at sight, drawn on us not exceeding the aggregate amount of: One hundred thousand and no /100 Dollars ($100,000.00), each such draft to be accompanied by the following: Your written statement that Round Rock Refuse, Inc. has failed to faithfully to perform pursuant to a certain contract between the City of Round Rock, Texas and Round Rock Refuse, Inc., dated on or about September 13, 1984, together with your statements of the costs caused there- by, and that neither performance nor payment has been tendered although duly demanded. All drafts drawn under this credit'must be marked "Drawn under Zavala County Bank Irrevocable Letter of Credit No. 8 dated September 18, 1984 ". We hereby agree with you that all drafts drawn under, and in compliance with, the terms of this credit will be duly honored if drawn and presented for payment to: Zavala County Bank P. O. Drawer B, 401 W. Zavala St. Crystal City, Texas 78839 The liability of this bank on this Letter of Credit will ter- minate at 3 :00 p.m., Central Time, on September 18, 1985 . This credit is subject to the laws of the State of Texas. Very truly yours, Zavala County Bank B PH. 374.3442 BOBBY H. MDVOY P88BID86T THE ZAVALA COUNTY BANK To: City of Round Rock 214 E. Main Round Rock, Texas 78664 Gentlemen: P.O. DRAWER B C RYSTAL CITY, TEXAS 78839 IRREVOCABLE LETTER OF CREDIT Number We hereby establish our Irrevocable Letter of Credit in your favor, in lieu of a Payment Bond, for the account of Round Rock Refuse. Incorporated of Round Rock. Texas , and thereby undertake to honor your drafts at sight, drawn on us not exceeding the aggregate amount of: Twenty thousand and no/100---- Dollars (820.000.00), each such draft to be accompanied by the following: Your written statement that Round Rock Refuse, Inc., pursuant to a certain contract between the City of Round Rock, Texas and Round Rock Refuse, Inc., dated on or about September 13, 1984, has failed to pay claimants supplying labor and materials to them or a subcontractor in the prosecution of the work provided for in said contract, together with the statements of the claims made, and that payment has not been made although duly demanded. All drafts drawn under this credit must be marked "Drawn under Zavala County Bank Irrevocable Letter of Credit No. 9 , dated September 18. 1984 ". We hereby agree with you that all drafts drawn under,' and in compliance with, the terms of this credit will be duly honored if drawn and presented for payment to: Zavala County Bank P. 0. Drawer B, 401 W. Zavala St. Crystal City, Texas 78839 1 The liability of this bank on this Letter of Credit will terminate at 3:00 p.m., Central Time, on September 18. 1985. This credit is subject to the laws of the State of Texas. Very truly yours, Zavala County Bank By President PH. 374-3442 STATE OF TEXAS COUNTY OF WILLIAMSON The undersigned sworn, deposes and affi that: 1. He is the 'Presioect ` of Roo AtIn RON pp (Office, Position, Owner) _ (Bidding Firm Name) pp , the party making the attached proposal or bid; • 2. The attached bid is genuine and all statements contained therein are true; 3. The bidder has not by collusion or agreement or conference or in any other way conspired to fix the bid price or to secure any unfair advantage;. 4. The bidder has employed no person, corporation, firm, association, or other organization, either diretly or indirectly, to secure this public contract, other than persons regularly employed by the bidder in the regular course of their duties; .5. The bidder has not paid and will not pay any part of the bid price to any person, corporation, firm, association, or other organization for soliciting the con- tract, other than the payment of normal compensation to persons regularly employed by the bidder, whose services in connection with the performance of the contract are in regular course of their duties for the bidder. BY �i �Q/1G0 idg'%X Notary Public SECTION IV AFFIDAVIT J al being first duly if an individua , artner if a partnership, officer if a cor ation) Title • PV C5( ()PM - Subscribed and Sworn to this 4C7 W day of THE STATE OF TEXAS } } KNOW ALL MEN BY THESE PRESENTS: COUNTY OF UVALDE } INGER ( "Assignor "), hereby SELLS, ROUND ROCK REFUSE, INC. ( "Assignee "), a Texas corporation, all of Assignor's right, title, and interest in and to that certain contract ( "Contract ") effective as of May 12, 1983, by and between THE CITY OF ROUND ROCK, Texas, and Assignor (doing business as WEISINGER SERVICE COMPANY) for providing garbage collection services to said city. Assignee hereby accepts the assignment of the Con - 1 tract, and arees to and shall !assume all of Assignor's duties, obligations, and liabilities under the Contract, and agrees to and shall hold Assignor harmless from any liabili- ty therefor. EXECUTED the 24th day of 1984. A S S I G N O ASSIGNMENT OF CONTRACT FOR VALUE RECEIVED, the undersigned, JERRY W. WEIS- ISINGER A S S I G N E E : 1 ROUND ROCK REFUSE, INC. By: TRANSFERS, and ASSIGNS to J'y ES D. STALLING P T sident THE STATE OF TEXAS } COUNTY OF UVALDE } This instrument was acknowledged before me o A day of August, 1984, by ''. WEISINGER. �,o�inbcr THE STATE OF TEXAS COUNTY OF UVALDE } �� This ii str acknowledged before me on this / day of , 84, by JAMES D. STALLING, President of Round Rock Refuse, a corporation, on behalf of sa corporation. —2— My commission expires Phillip M. Hughes Notary Public in and for the State of Texas My Commission expires ary Pu My commission expir =s Phillip M. Hughes Notary Public in and for the State of Texas My Commission expires '1 State Texas PARTNERSHIP DISSOLUTION AGREEMENT THIS AGREEMENT is entered into by and between JERRY W. WEISINGER ( "Weisinger ") and JAMES D. STALLING ( "Stalling "), upon the following terms, conditions, and covenants: I Recitals A. Weisinger and Stalling have been and are now engaged in a partnership for providing garbage and refuse collection services ( "Partnership ") for the City of Round Rock, Texas ( "City "), under the partnership name "Round Rock Refuse ", pursuant to a contract ( "Contract ") for such serv- ices awarded by the City on or about May 12, 1983. B. The parties desire to dissolve the Partnership under a plan whereby Weisinger sells and transfers his inte- rest in the Partnership and its assets and property to Stalling, who assumes the debts and obligations of the Part- nership, including its obligations under the Contract, and continues the business. C. The parties desire to formalize their agree- ment by the execution of this document. II Dissolution of Partnership 2.01. Effective Date. The parties dissolve the Partnership effective upon the date the City approves the assignment of the Contract to Stalling or to a new business entity to be formed by Stalling for the purpose-of accepting an assignment of the Contract and performing the services thereunder. Such approval is a condition precedent to the rights and obligations of the parties hereunder, and if the City fails or refuses to approve the assignment within thirty (30) days from the date of execution of this Agree- ment, this Agreement shall thereupon become void, the Earnest Money provided in Section 1 3.04 shall be returned to Stalling, and the parties shall have no further obligations hereunder, one to the other. 2.02. Cessation of Business. Except for the purposes of consummating this Agreement and winding up and liquidating the affairs of the Partnership, Weisinger shall neither transact any further business nor incur any obliga- tions or liabilities on behalf oflthe Partnership from and after the date of execution hereof. Stalling shall continue to perform the Partnership's obligations under the Contract, but any liabilities incurred by him in so doing shall be Stalling's liabilities and not the Partnership's, unless this Agreement becomes void under the provisions of Section 2.01, in which event only those liabilities and obligations reasonably and necessarly incurred by Stalling in the ordi- nary course of business shall be liabilities of the partnership. III Sale and Purchase of Partnership Interest and Assets 3.01. Agreement of Purchase and Sale. For the price and upon the terms and conditions herein set forth, Weisinger hereby sells, and agrees, on the closing date, to transfer and assign all of his interest in the Partnership and its property to Stalling (or to a new business entity to be formed by Stalling), and Stalling hereby agrees to pur- chase Weisinger's interest in the Partnership and its proper- ty. The property of the Partnership includes, but is not necessarily limited to, the items of personal property sched- uled in Exhibit "A" hereto attached and for all purposes made a part hereof. 3.02. Purchase Price. The purchase price which Stalling shall pay to Weisinger for Weisinger's interest in the Partnership and its propertylis an amount equal to the sum of (i) Eighty Thousand and No /100ths ($80,000.00) Dollars and (ii) the unpaid principal balance of an accrued interest owing on the debts of the Partnership ( "Debts ") scheduled in Exhibit "B" hereto attached and made a part hereof, determined as of August 9, 1984. 3.03. Payment of Purchase Price. On the clos- ing date, Stalling shall pay the purchase price to Weisinger in the manner following: (a) the sum of $80,000.00 in cash or cur- rent funds, of which the Earnest Money is a part; and (b) the balancer of the purchase price shall be satisfied by Stalling's assumption of and agreement to pay the Debts as the same shall'become due. 3.04. Earnest Money. For the purpose of secur- ing Stalling's performance hereunder, Stalling shall, contem- poraneously with his execution of this Agreement, deposit with Crawford, Crawford & Hughes ( "Trustees ") the sum of Ten Thousand and No /100ths ($10,000.00) Dollars (the "Earnest Money "), which shall be held in escrow by the•Trustees and paid or applied as herein provided. If the transaction con- templated by this Agreement is consummated in with the terms and provisions hereof, the Trustees shall pay the Earnest Money over to Weisinger at closing, and the Earnest Money shall be credited against the cash portion of the purchase price. In all other, events, the Earnest Money shall be disposed of by the Trustees as otherwise provided in this Agreement. IV Representation and Warranties of Weisinger 4.01. Warranty of Title. Weisinger warrants and represents to Stalling that Weisinger has, and at the closing date will convey, good, marketable, and indefeasible title to the Partnership interest to be conveyed to Stalling, and that the Partnership property is subject to no liens, debts, encumbrances, or charges suffered or created by Weisinger except for security interests securing the Debts. 4.02. Taxes. Weisinger represents and warrants that all federal income tax withholding and social security taxes or contributions and all employment taxes or contribu- tions due by the Partnership through the last reporting -2- period preceding August 9, 1982, have been paid, contrib- uted, and reported in accordance with law, and agrees to hold Stalling harmless from any liability therefor. 4 warrants to and has no threatened materially Partnership .03. No Litigation. Weisinger represents and Stalling that Weisinger has not received notice, other knowledge of information, of any pending or judicial or administrative action which would or adversely affect Weisinger's interest in the or his ability to convey the same. 4.04. No Default. Weisinger represents and warrants to Stalling that the execution and delivery of this Agreement, the consummation of the transaction herein contem- plated, and the compliance with the terms hereof will not conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, any indenture, mortgage, or other instrument to which Weisinger is a party or by which Weisinger or his property is bound, or any judg- ment, order, or decree of any court having jurisdiction over Weisinger or his property. No default now exists under the terms of any security agreement, indenture, or other agree- ment securing the Debts. 4.05. Disclaimer of Other Warranties. Except as hereinabove expressly provided, Weisinger makes no other warranties, express or implied, with respect to the Partner- ship property, and expressly disclaims any and all such other warranties, AND THERE ARE NO WARRANTIES OF MERCHANT- ABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE MADE WITH RESPECT TO ANY OF THE PARTNERSHIP PROPERTY. V Covenants and Agreements of Stalling 5.01. Approval of Assignment. Stalling conve- nants and agrees that he will diligently and in good faith attempt to obtain the City's approval of the assignment of the Contract to Stalling or to the new business entity to be formed by Stalling to accept the assignment thereof. 5.02. Deposit of Security with City. Stalling covenants and agrees that he will, upon approval of the assignment by City, deposit with City a good and sufficient surety bond, cash, or other security acceptable to City guar- anteeing his performance under the Contract, to enable City to refund to Weisinger the cashlsecurity which Weisinger deposited with City at the time of approval of the Contract. 5.03. Release of Indemnity of Weisinger. Stalling covenants and agrees that 'he will diligently and in good faith attempt to obtain a release of Weisinger's liabil- ity for the Debts, from the holder thereof. In the event the holder is unwilling to deliver a release, Stalling agrees to and shall indemnify and hold Weisinger harmless from and against any liability, including attorney's fees and litigation costs, therefor. 5.04. Operating Costs. Upon the closing of this transaction, Stalling agrees to and shall assume the payment of all operating expenses incurred by the Partner- ship from and after August 9, 1984, and agrees to and shall hold Weisinger harmless therefrom. VI Closing 6.01. Date and Place. The closing' of this transaction shall take place at the office of the Trustees on or before the date which is ten (10) days after the City approves the assignment of the Contract. If such date falls on a Saturday, Sunday, or legal holiday, the closing shall occur on the next business day following such date. 6.02. Items to be Delivered at Closing. (a) By Weisinger. At the closing, Weis- inger shall deliver each of the following items to Stalling (or to the new business entity formed by Stalling): (i) a duly executed and acknowledged bill of sale 'transferring title to Weisinger's linterest in the Partner- ship and its'property; (ii) a duly executed power of attorney or other documents enabling Stalling, with the approval of the holder of the Debts, to obtain new certificates of title to the motor vehicles described in Exhibit "A ". (iii) an assignment of Weisinger's right, title, and interest in and to the Con- tract; and (iv) such other documents and instruments as may be necessary for the proper con- summation of the transaction. • (b) By Stalling. At the closing, Stall- ing shall deliver each of the following items to Weisinger: (i) the cash portion of the purchase price required by Section 3.03(a); and (ii) such other documents and instruments as may be necessary for the proper con- summation of the transaction. VII Defaults and Remedies 7.01. Weisinger's Default; Stalling's Remedies. (a) Weisinger shall be deemed to be in de- fault hereunder if any of his warranties or representations is or becomes untrue on the closing date, or if Weisinger fails to deliver any of the items required by Section 6.02(a) to Stalling (or the new business entity) at closing. (b) If Weisinger is deemed to be in de- fault hereunder, Stalling may, at his option, (i) terminate this Agreement by written notice to Weisinger on or before the closing date, in which event the Earnest Money shall be returned by the Trustees to Stalling, without the necessity -4- of Weisinger's consent, upon written notice of such default, or (ii) specifically enforce this Agreement against Weisinger, or (iii) seek such other remedies as may be pro- vided by law. 7.02. Stalling's Default; Weisinger's Remedies. (a) Stalling shall be deemed to be in de- fault hereunder if Stalling fails perform any agreement required of him in the time and manner herein provided, or if Stalling fails to deliver any' item required by Section 6.02(b) to Weisinger at closing. (b) If Stalling is deemed to be in default hereunder, Weisinger may, at his option, (i) demand and re- ceive the Earnest Money from the Trustees as liquidated dam- ages for such default, which demand need not be accompanied by Stalling's consent, or (ii) specifically enforce this Agreement against Stalling, or (iii) seek such other reme- dies as may be provided by law. Date Executed 9//0 Date Executed VI II Miscellaneous 8.01. Notices. All notices, demands, requests, and other communications required or permitted hereunder shall be in writing, and shall be deemed to be delivered, whether actually received or not,' forty - eight hours after the deposit of both the original and the copy, as provided below, in a regularly maintained receptacle for the United States mail, registered or certified, return receipt request- ed, postage prepaid, addressed as follows: If to Weisinger: Jerry W. Weisinger 757 North Getty. Uvalde, Texas 78801 If to Stalling: James D. Stalling 1001 N. Industrial Blvd. Round Rock, Texas 78664 8.02. Further Acts. In', addition to the acts and deeds recited herein and contemplated to be performed, executed, and /or delivered by the parties, the parties agree to perform, execute, and /or deliver or cause to be perform- ed, executed, and /or delivered at or after the closing any and all such additional acts, deeds, and assurances as may be necessary to consummate the transaction contemplated hereby. 8.03. Parties Bound. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns. EXECUTED as hereinafter show -5- ell L EISING • ` S • L J EXHIBIT ° A ° Schedule of Partnership Property 1. All accounts receivable, including Contract receivables. 2. All cash in banks. 3. Miscellaneous tools, equipment, machinery, and office supplies, furnishings, and equipment on hand. 4. 285 refuse containers, 3- cubic( yard capacity. 5. 1983 Ford F -8000 truck, VIN 1FDYR80U3DVA38160. 6. 1983 Ford F -8000 truck, VIN 1FDYR80U5DVA38161. 7. 1983 Ford F -8000 truck, VIN 1FDYR8OUDVA06689. 8. 1983 Ford F -8000 truck, VIN 1FDYR80uxDVA22845. 9. 1981 Ford F -8000 truck, VIN 1 FDXR80U6BVJ35164. 10. 1983 Ford F -150 supercab pickup, VIN 1FTEX15YODKA07384. -6- EXHIBIT •B' Schedule of Debts 1. Promissory note dated October 14, 1983, executed by Jerry W. Weisinger and payable to the order of First 'National Bank, in the original principal sum of $31,000.00, secured by a security interest in 250 Pak - More refuse containers, upon which note there now re- mains an unpaid balance of $26,506.00, with interest from July 14, 1984, as therein provided. 2. Promissory note dated June 20, 1983, executed by Jerry W. Weisinger and payable to the order of First National Bank, in the original principal sum of $238,821.90, secured by a security interest in four 1983 Ford trucks, upon which note there remains an unpaid principal bal- ance of $192,728.88, with interest from July 19, 1984, as therein provided. 3. One -third of the balance, including interest, left owing on that promissory note dated September 30, 1983, execut- ed by Jerry W. Weisinger and payable to the order of First National Hank, in the original principal sum of $64,500.00, secured by a security interest in three 1981 Ford trucks, upon which note there remains an unpaid principal balance of $51,986.59, with interest thereon from June 26, 1984, as in said note provided. 4. Promissory note dated January 7, 1983, executed by Jerry W. Weisinger and payable to the order of La Pryor State Bank, in the original principal sum of $11,774.00, secur- ed by a security interest in one 1983 Ford,pickup, upon which note there remains an unpaid principal balance of $10,000.00, with interest from July 7, 1984, as in said note provided. -7-