Contract - Michael Angelo's Gourmet Foods, Inc. - 6/9/2016ALTERNATIVE WASTEWATER SERVICE
BILLING AGREEMENT
THIS ALTERNATIVE WASTEWATER SERVICE BILLING AGREEMENT
(hereinafter the "Agreement"), is hereby entered into on the day of 0 ,
2016 by and between Michael Angelo's Gourmet Foods, Inc., a corporation
with offices at 200 Michael Angelo Way, Austin, Texas 78728, (hereinafter "Michael
Angelo's"), and the City of Round Rock, Texas (hereinafter "City"), a home -rule municipality
and political subdivision of the State of Texas with offices at 221 East Main Street, Round Rock,
Texas 78664. In this Agreement, the City and Michael Angelo's are sometimes referred to
individually as "a Party" and collectively as "the Parties."
WHEREAS, Michael Angelo's is the owner of the Michael Angelo's food processing
facility which is located at 200 Michael Angelo Way, Austin, Texas 78728, (hereinafter the
"Property"); and
WHEREAS, Michael Angelo's currently is billed for wastewater services by utilizing the
winter average method in accordance with Chapter 44, Round Rock Code of Ordinances, 2010
Edition; and
WHEREAS, Michael Angelo's utilizes a wastewater flow meter (hereinafter the "Flow
Meter") that measures the amount of wastewater that Michael Angelo's discharges in the City's
wastewater collection and treatment system; and
WHEREAS, Michael Angelo's desires to enter into this Agreement with the City for the
purpose of more accurately calculating Michael Angelo's monthly wastewater usage as a result
of utilizing the Flow Meter; and
WHEREAS, the City is agreeable to enter into this Agreement with Michael Angelo's to
provide an alternative method of calculating the amount of wastewater that Michael Angelo's
discharges into the City's wastewater collection and treatment system;
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained in this Agreement, the Parties agree as follows:
ARTICLE I.
PURPOSE OF THIS AGREEMENT
Pursuant to Chapter 44, Section 44-30(c) Round Rock Code of Ordinances, 2010 Edition,
wastewater usage is generally determined by averaging the monthly water usage for the months
of December, January, and February of each fiscal year.
Michael Angelo's utilizes the Flow Meter which provides an alternative and more
accurate method of calculating the amount of wastewater that Michael Angelo's discharges into
the City's system.
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The purpose of this Agreement is to establish a methodology and procedure for utilizing
the readings of the Flow Meter to provide an alternative method of calculating the amount of
wastewater that is discharged into the City's wastewater collection and treatment system.
ARTICLE II.
ALTERNATE METHOD OF CALCULATING WASTEWATER USAGE
Beginning the0-days of y1 t , 2016, and on the same day of each month
thereafter, Michael Angelo's shall provide the City with the monthly meter readings for the Flow
Meter. The City shall use the amount of wastewater measured by the Flow Meter combined with
250,000 gallons as an estimate for their domestic wastewater usage to calculate the monthly
wastewater bill for Michael Angelo's.
ARTICLE III.
METER INSTALLATION, MAINTENANCE AND CALIBRATION
The Flow Meter and any related facilities required for properly measuring the quantity of
wastewater delivered to the City's system will be installed at the Michael Angelo's cost. Any
replacement of the Flow Meter must be approved by the City prior to installation. Michael
Angelo's, at its expense will operate and maintain the Flow Meter.
Michael Angelo's will calibrate the Flow Meter annually, or more frequently at the City's
request. Michael Angelo's will provide the City with a copy of the calibration report within ten
(10) days of Michael Angelo's receipt of same. If the City requests calibration of the Flow Meter
more frequently than once every 12 months and, upon calibration, the Flow Meter proves to be
accurate, then the cost of the calibration will be borne by the City. If the Flow Meter registers
within three percent (3%) accuracy, it will be deemed to be accurate. If the Flow Meter tests to
be inaccurate by more than three percent (3%), all testing and calibration costs will be borne by
Michael Angelo's, the Flow Meter will be recalibrated or replaced, and a billing adjustment will
be made based on the degree of the meter's inaccuracy, as determined by the test. If the Parties
can reasonably estimate the time at which the Flow Meter became inaccurate, the City will make
a billing adjustment based on that time period. If the Parties cannot reasonably estimate the time
at which the Flow Meter became inaccurate, then the City will make a billing adjustment to no
more than the previous six months' billings.
If the Flow Meter is out of service or under repair so that the amount of wastewater
discharged cannot be ascertained or computed from the readings, the wastewater delivered
during the period the Flow Meter was out of service or repair will be estimated and billed by the
City based on the winter average method until flow accuracy is restored.
Michael Angelo's will read the Flow Meter on a monthly basis and will keep accurate
records of all measurements of wastewater passing through the Flow Meter. Such records will be
open to the City for inspection or copying at all times during regular business hours. The City
will be entitled to access the Flow Meter at all times and the City may read the Flow Meter to
verify records.
2
ARTICLE IV.
EFFECTIVE DATE AND TERM
The term of this Agreement shall be until December 31, 2026, provided however, it shall
renew automatically for successive twelve (12) month periods unless one of the Parties gives
notice to the other Party on or before December 1 that it does not wish to renew the Agreement.
ARTICLE V.
TERMINATION
If Michael Angelo's defaults in the undertaking of any of its obligations under this
Agreement or breaches any of its provisions, the City shall have the right to terminate this
Agreement by giving Michael Angelo's thirty (30) days written notification of its decision to
terminate.
City has the right to terminate this Agreement, in whole or in part, for convenience and
without cause, at any time upon ninety (90) days' written notice to Michael Angelo's.
ARTICLE VI.
REVERSION TO WINTER AVERAGE
In the event that either Party elects to not renew this Agreement or the City elects to
terminate this Agreement as provided in Article VI above, the Parties shall discontinue all
obligations in connection with the performance of this Agreement, and the wastewater usage
shall be determined in accordance with the winter average method set forth in the Round Rock
Code of Ordinances, 2010 Edition, as amended.
ARTICLE VII.
NOTICE
Notice to Michael Angelo's:
Richard Price
Vice President of Operations and Supply Chain
200 Michael Angelo Way
Austin, Texas 78728
Notice to City:
Laurie Hadley
City Manager
221 East Main Street
Round Rock, TX 78664
9
with copy to:
Stephan L. Sheets
City Attorney
309 E. Main St.
Round Rock, TX 78664
IN WITNESS WHEREOF, the City and Michael Angelo's have executed this Agreement
on the dates indicated below.
CITY OF ROUND ROCK, TEXAS
By: — Om - —
Alan McGraw, Mayor
Dated this 9 A day of(��, 2016
Michael A elo's Gour et Foods, Inc.,
By:
Dated thisa215- day of 1* 1 AY , 2016
ti;'y°�e ; MARY DIANE ZOOK
: +:Notary Public, State of Texas
as Comm. Expires 03-22-2020
`'%°;,,`� Notary ID 130591521
L
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
Sofl
Complete Nos, l - 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos, 1, 2, 3, 5, and 6 if there are no Interested parties,
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business,
2016-61621
Michael Angelo's Gourmet Foods, Inc.
Austin, TX United States
Date Filed:
05(25!2016
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock
Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
Alternative Wastewater Billing
Agreement to use a Flow Meter versus the average waterly usage
4
Nature of interest
Name of Interested Party
City, State, Country (place of business)
(check applicable)
Controlling
I Intermediary
5 Check only if there is NO Interested Party. Q
X
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/ SEAL ABOVE
Sworn to and subscribed before me, by the said �� this the day of
20 IL to certily which, witness my hand and seal f office. �.
MARY DIANE ZOOK
ry Public, State of Texas
FE'�'Otary
mm✓_xplres 43-22-2020
10 130591527
Signature of officer administering oath Printed name of officer administering oat administering oath
r-urms provtueo oy texas t=mics t.;ommisslon www.etnics.state.tx.us Version V1.0.1021
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10f1
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos, 1, 2, 3, 5, and 6 if there are no interested parties.
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2016-61621
Date Filed:
05/25/2016
Date Acknowledged:
05/26/2016
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Michael Angelo's Gourmet Foods, Inc.
Austin, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
Alternative Wastewater Billing
Agreement to use a Flow Meter versus the average waterly usage
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
I Intermediary
5
Check only if there is NO Interested Party.
X
6
AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said this the day of
20 , to certify which, witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021