HomeMy WebLinkAboutC2005-064 - 2/22/2005 - Approved WASTE DISPOSAL AGREEMENT
BETWEEN
THE CITY OF CORPUS CHRISTI
AND
BFI WASTE SYSTEMS OF TEXAS, L.P.
2005-064
02/22/05
M2005-070
BFIWaste Systems of Texas
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TABLE OF CONTENTS
Subject Page Number
General Provisions .................................................................................... 1
Acceptable Waste ...................................................................................... 6
Fees ........................................................................................................... 7
Billing and Payments ................................................................................. 7
Landfill Procedures .................................................................................... 8
Assignments ............................................................................................ 10
Insurance ................................................................................................. 10
Indemnification ........................................................................................ 11
Governmental Regulation ........................................................................ 13
Suspension for Force Majeure ................................................................. 13
Liquidated Damages and Default ............................................................ 14
Representation and Warranties ............................................................... 16
Governing Law and Venue ...................................................................... 17
Miscellaneous Provisions ........................................................................ 17
NewP utorPay'forB Flcontractdr020720051 doc
WASTE DISPOSAL AGREEMENT
This Waste Disposal Agreement ("Agreement") between the City of Corpus Christi ("the
City"), and BFI Waste Systems of Texas, L.P. ("Hauler") requires the City to accept,
process, and dispose of acceptable solid waste brought by the Hauler to the City's Cefe
Valenzuela Municipal Landfill ("Landfill"), with its entrance on County Road 20 in
Nueces County, Texas, and requires the Hauler to deliver to the Landfill and pay for the
disposal of a minimum volume of acceptable Solid Waste under the terms and
conditions of this Agreement.
The padies agree to the following:
ARTICLE 1. GENERAL PROVISIONS.
1.1. Definitions. The following words and phrases have the following meanings when
used in this Agreement:
Acceptable waste means garbage, litter, refuse, rubbish, yard waste, heavy
brush, debris, and construction/demolition materials, but does not include
hazardous, medical, or unacceptable waste.
Act means the Solid Waste Disposal Act, as amended, 42 U.S.C. 6901, et seq.
Bulky items means indoor and outdoor furniture, mattresses and box springs,
carpet, swing sets, plastic swimming pools, large toys, bicycles, fish aquariums,
and large household appliances.
CERCLA means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq.
Clean wood waste means individual pieces of wood of the type normally sold by
lumber yards and home improvement centers that is free of hardware and other
large fasteners, such as hinges, hurricane straps, latches, etc., and is not
attached to concrete, wallboard, roofing materials, or other construction
materials.
Coastal Bend Region means Aransas, Bee, Brooks, Duval, Jim Wells, Live Oak,
Kenedy, Kleberg, McMullen, Nueces, San Patricio, and Refugio Counties.
Construction/demolition materials means waste resulting from construction or
demolition projects, including brick, concrete, concrete rubble, gypsum board,
lumber, sheetrock, roofing materials, fixtures (such as bath tubs, shower stalls,
sinks, and toilets), and remodeling debris (such as cabinets, ceramic tile,
Formica, and similar items).
Debris means large waste materials, such as construction/demolition materials,
ashes, roofing materials, dirt, automobile frames, tires, or other bulky heavy
materials.
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Effective date means the first day that the Cefe Valenzuela Landfill is open to
accept waste.
Force Majeure means any event or condition, whether affecting the Landfill, the
City, or the Hauler, that has, or may reasonably be expected to have, a material
adverse effect on a party's obligation under this Agreement or on the Landfill, if
the event or condition is beyond the reasonable control, based on sound
management or industry practices, and not the result of willful or negligent action
or a lack of reasonable diligence, of the party ("non-performing party") relying the
event or condition as justification for not performing any obligation or complying
with any condition required of the party under this Agreement. The following
events or condition shall, if they meet the requirements of the preceding
sentence, constitute a Force Majeure:
(a) An act of God, storm, flood, or similar occurrence (except for weather
conditions normal for the area) landslide, earthquake, fire, or other
casualty, an act of the public enemy, war, blockage, insurrection, riot,
general arrest or restraint of government and people, civil disturbance or
similar occurrence.
(b) The order or judgment of any Federal, State, or local court,
administrative agency, or governmental officer or body, if it is not also the
result of willful or negligent action or a lack of reasonable diligence of the
non-performing party, and the non-performing party does not control the
administrative agency or governmental officer or body, provided that the
diligent contest in good faith of any order or judgment does not constitute
or may not be construed as a willful or negligent action or a lack of
reasonable diligence of the non-performing party.
(c) The adoption, promulgation, issuance, material modification, or change
in interpretation, after the date of this Agreement, of any Federal, State, or
local law, regulation, rule, requirement, or ordinance. (A law, regulation,
rule, requirement, or ordinance is duly adopted, promulgated, issued or
otherwise officially modified or changed in interpretation, when it is in
provisional, interim, or final form and effective or to become effective
without any further action by any Federal, State or local governmental
body, administrative agency, or governmental official having jurisdiction.)
(d) The failure of the City or public utilities having operational jurisdiction in
the area of the Landfill to provide, maintain, and assure the maintenance
of all utilities, services, sewerage, and water lines essential to the
operation of the Landfill, except a failure caused by the gross negligence,
willful action, or a lack of reasonable diligence by the City.
(e) A strike, lockout, or other similar labor action;
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(f) The failure to obtain or maintain any essential permit or license from
any governmental unit;
Garbage means putrescible animal or vegetable matter, such as waste material
and refuse usually associated with the preparation of food from kitchens,
residences, grocery stores, butcher shops, restaurants, cafes, hotels, rooming
houses, and boardinghouses, but does not include sewage, body waste, or
industrial byproducts.
Hazardous waste means:
(a) Any waste, material, or substance, which by reason of its composition
or characteristic is regulated as a toxic or hazardous waste or hazardous
substance under applicable laws, including without limitation:
(i) The Solid Waste Disposal Act, also known as the Resource
Conservation and Recovery Act of 1976, as amended, 42 U.S.C.
· 6901, et seq., as replaced or amended from time to time, and the
rules, regulations, written policies, or written guidelines
promulgated the Act (including without limitation, 40 C.F.R. Section
261.4, which generally excepts household waste from the definition
of Hazardous Waste).
(ii) The Toxic Substances Control Act, 15 U.S.C, 260, et seq., as
replaced or amended from time to time, and the rules, regulations
and written policies and written guidelines promulgated the Act.
(iii) Any State law or regulation of governing the storage,
transportation, and disposal of solid waste, hazardous waste, toxic
materials, or hazardous substances, including but not limited to the
Texas Solid Waste Disposal Act, Texas Health and Safety Code,
Chapter 361, and 30 Texas Administrative Code Chapter 330.
(b) Radioactive material, which is source, special, nuclear, or by-products
material within the meaning of the Atomic Energy Act of 1954, as replaced
or amended from time to time, and the rules, regulations, and written
policies or written guidelines promulgated under the Act.
(c) Any other waste, material, or substance, which is characterized or
defined to be toxic or hazardous by the State of Texas, TNRCC, or
USEPA with respect to the Landfill or by any other Federal or State
regulatory agency having jurisdiction over the Landfill under any written
regulation, policy, guideline, or order having the force of law.
(d) Notwithstanding the above, if the TNRCC or USEPA determine by
written regulation, policy, guideline, or having the force of law in relation
to:
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(i) A waste, material, or substance, which is not considered toxic or
hazardous as of the effective date of this Agreement, is toxic or
hazardous, then the waste, material, or substance shall, from the
effective date of the determination by TNRCC or USEPA,
constitutes a hazardous waste for purposes of this Agreement.
(ii) A waste, material, or substance, which is considered toxic or
hazardous as of the effective date of this Agreement, is not toxic or
hazardous, then such waste, material, or substance shall, from the
effective date of the determination by TNRCC or USEPA, no longer
constitutes a hazardous waste for the purposes of this Agreement.
Heavy brush means tree and shrub limbs and trimmings, which are greater than
three (3) inches in diameter, tree trunks, root balls, and other large plant matter.
Household appliance means general household appliance that will not fit into a
refuse receptacle including:
Non-metal appliance, such as a television set, stereo system, video
cassette recorder (VCR), microwave oven, and other similar item
constructed primarily of plastic or other non-metallic pads
Metal appliance, such as a stove, cooking range, oven, dishwasher,
washing machine, clothes dryer, refrigerator, window air conditioning unit,
water heater, lawn mower or edger, and other similar items constructed
primarily of metal pads.
Household waste means garbage, rubbish, litter, refuse, yard waste, debris, and
limited construction/demolition materials commonly generated by a residential
household.
Jurisdictional waste means waste collected within the City or its industrial
districts.
Landfill means the City's Cefe Valenzuela landfill located in Nueces County,
Texas.
Litter means any rubbish, paper, napkins, straws, cups or containers made of
paper, plastic, Styrol~oam (or ether similar material), bottles, glass, candy or gum
wrappers, remnants of food, cans, or remnants or pads thereof, or any material
of an unsanitary nature.
Medical waste means waste generated by health-care related facilities and
associated health-care activities, including veterinary services, but not including
garbage or rubbish generated from offices, kitchens, or other non-health-care
activities.
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Published disposal rate means the published tipping rate for commercial vehicles
based on weight published in Section 21-41 (e)(2)A, less the difference between
the municipal solid waste system service charge published in Section 21-47(b)(1)
and the credit published in Section 21-47(b)(5) and any applicable State or
Federal fees.
Recyclable means a waste material that has been designated by the Director for
inclusion in the City's recycling program, that has a useful physical or chemical
property after serving its original purpose, or that may be reused, sold as a
commodity, or converted into another product.
Refuse means a mixture of garbage, rubbish, and other waste that are normally
placed in a receptacle for collection and disposal, but does not include yard
waste, heavy brush, debris, or construction/demolition materials.
Rubbish means non-decayable solid waste, excluding ashes, that consist of
combustible materials, such as paper, rags, cations, wood, rubber, plastics, and
similar materials, and noncombustible matter, such as glass, crockery, metal
cans, and similar materials that do not burn at ordinary incinerator temperatures.
Site Operating Plan means the Site Operating Plan for the City of Corpus Christi
J. C. Elliott Landfill generally applicable to customers utilizing the Landfill, as
determined by the City.
Solid waste means garbage, rubbish, litter, refuse, yard waste, heavy brush,
debris, and construction/demolition materials.
Tipping fee rate means the rate charged to a commercial vehicle disposing of
solid waste at a the City disposal site.
TNRCC means Texas Natural Resource Conservation Commission.
Ton means 2,000 pounds.
Trash means a single item of rubbish, not otherwise defined as debris or
construction/demolition material, but including a small household appliance that
will not fit into a conventional refuse receptacle.
Unacceptable waste means waste that the City is not allowed to accept under the
rules issued by the TNRCC or the Site Operating Plan.
USEPA means the United States Environmental Protection Agency.
Yard waste means grass clippings, weeds, leaves, mulch, small trees and shrub
limbs, which are less than three (3) inches in diameter and less than five (5) feet
in length, and other similar plant matter.
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1.2. Interpretation. In this Agreement, unless the context otherwise requires, words of
masculine gender means and include correlative words of feminine and neuter genders
and words impoding the similar number means and include the plural number and vice
versa.
1.3. Term,
1.3.1. Unless sooner terminated under the terms of this Agreement, this
Agreement is in effect until the termination of the Landfill Services Agreement
between the City of Corpus Christi and BFI Waste Services of North America,
Inc., dated , including any extensions of that agreement.
1.3.2. Upon expiration of the term, the Hauler's obligations to deliver acceptable
waste and the City's obligations to accept, process, and dispose of acceptable
waste shall terminate.
1.3.3. However, the provisions of Article 8 and Sections 12.3, 14.18, and 14.19
shall survive the termination of this Agreement.
1.3.4. The City will provide at least 12 months notice of the date the City will no
longer accept all forms of acceptable waste from permitted haulers at the Landfill.
1.4. Hauler Required to Obtain City Permits. The Hauler must obtain a solid waste
hauler's permit as required by applicable City ordinances.
ARTICLE 2. ACCEPTABLE WASTE
2.1. Acceptable Waste.
2.1.1. The Hauler shall deliver only acceptable waste.
2.1.2. Any acceptable waste co-mingled with hazardous, medical, or
unacceptable waste will be considered unacceptable waste.
2.1.3. At any time, the City and Hauler mutually may agree in writing that any
materials, which are defined as unacceptable waste in Section 1.1. of this
agreement, should in the future be reclassified as acceptable waste.
2.2. Guaranteed Tonnage.
2.2.1. Commencing on the effective date, the Hauler guarantees to deliver not
less than 150,000 tons per year ("guaranteed annual tonnage") of jurisdictional
waste and acceptable waste collected outside the City's limits to the Landfill, and
the City guarantees that it will accept the waste. This is 80% of the hauler's
historical volume delivered to the City.
2.2.1.1. If the hauler wishes to avail itself of a 100% volume supply
agreement that is based on all of the solid waste the hauler collects in the
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area defined by the boundaries of the Coastal Bend Council of
Governments it must notify the City at least sixty (60) days in advance and
upon the City's approval this agreement will be amended to reflect the
change.
2.2.1.2. Any volumes the hauler wishes to deliver outside of the
aforementioned defined boundaries are exempt from these requirements
and minimum volumes and rates may be negotiated with the City on a
separate basis.
2.2.2. The Hauler shall deliver the guaranteed annual tonnage.
2.3.3. If the Hauler increases the Hauler's volume by a minimum of an additional
33% or more over the guaranteed annual tonnage established in Subsection
2.2.1., the Hauler is eligible for a discount off of the per ton tipping fee. Once
established the discount will apply from the base year in which the discount was
first calculated, and will apply to all succeeding years keeping the base tonnage
calculation intact.
2.3. Adjustments to Guaranteed Tonnage.
2.3.1. If notwithstanding the Hauler's best efforts and implementation of best
business practices, the Hauler documents to the reasonable satisfaction of the
City a loss of customers in the Coastal Bend Region, which has resulted in a net
decline of more than 10% of the deliveries to the Landfill by the Hauler, and as a
result the Hauler is unable to deliver the guaranteed tonnage for a period in
excess of a year, the parties will act in good faith to renegotiate the guaranteed
tonnage.
2.3.2. The Hauler may request a change in its guaranteed tonnage sixty days
before the annual anniversary date of this Agreement.
2.4. Hauler Agrees Not to Deliver Unacceptable Waste. The Hauler agrees that the
Hauler will not deliver hazardous, medical, or unacceptable waste to the City.
2.5. Ownership of Solid Waste. Any solid waste delivered to the Landfill remains the
property of the generator. Legal title to the solid waste shall never pass to the City.
Upon request, the Hauler will make records available to the City to determine the
generators of any hazardous, medical, or unacceptable waste delivered to the Landfill.
ARTICLE 3. FEES
3.1. Acceptance Fee for Guaranteed Monthly tonnage.
3.1.1. The discounted acceptance fee for acceptable waste delivered by the
Hauler to the Landfill, which is based 80% of the hauler's historical volume
delivered to the City, is seventy five per cent (75%) of the published disposal
rate.
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3.1.2. If the hauler requests a change to the agreement to a 100% volume
supply agreement as defined in 2.2.1.1, and with the City's approval, the new
discounted acceptance rate is seventy two percent (72%) of the published
disposal rate.
3.2. Payment of Permitting Fees. The Hauler agrees to pay all solid waste permitting
fees imposed by City ordinances.
3.3.3. Discount for Increased Tonnage. If the Hauler increases the Hauler's volume
by a minimum of an additional 33% or more over the guaranteed annual tonnage
established in Subsection 2.2.1., the Hauler is eligible for a 15% discount off of the
published disposal rate in that year. The lower tipping fee will be applied retroactively to
the additional waste once 33% threshold is reached. Once a new base tonnage is
calculated under Subsection 2.3.3, the City will reduce irs billing to the Hauler at the
beginning of each succeeding year.
ARTICLE 4. BILLING AND PAYMENTS.
4.1. Billing. After the end of each month, the City will bill the Hauler for the total fees
due for the billing period.
4.2. Payments. The Hauler shall make payment to the City of the amount of each bill
within 30 days of the billing date ("due date") shown on the bill.
4.3. Overdue Charges. If payment in full is not made on or before the due date, the
Hauler shall pay an administrative late fee of $100 and any amount remaining unpaid
shall bear interest at the rate of one and one half percent (1-1/2%) per month or the
highest rate that may then be lawfully charged and paid, whichever is less, from the due
date to the actual date of payment.
4.4. Disputes.
4.4.1. In the event of a dispute as to any monthly payment the Hauler shall pay
when due the amount of the bill, less the amount in dispute.
4.4.2. The Hauler shall give the City, at the time payment is made on the bill,
written notice of the dispute.
4.4.3. The notice of dispute shall state the amount in dispute and a full statement
of the grounds that form the basis of the dispute.
4.4.4. Upon settlement by the parties of the dispute, if the City prevails, the
Hauler shall pay interest on any amount not paid by the due date at the interest
rate specified in Section 4.3.
4.5. Fees Not Subject to Set-Off. The obligations of the Hauler to pay fees under the
terms under this Agreement are not subject to any set-off, abatement, counterclaim,
existence of a dispute or any reason, known or unknown, foreseeable or unforeseeable,
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which might otherwise constitute a legal or equitable defense or discharge of the
liabilities of the Hauler under this Agreement or limit recourse to the Hauler.
4.6. Payment of Fees No Bar to Claims for Abatements, Refunds, or Adjustments.
Payments made under this Article do not prejudice the rights of the Hauler to claim
abatements, refunds or adjustments to which it is entitled under this Agreement.
ARTICLE 5. LANDFILL PROCEDURES.
5.1. Acceptance of Solid Waste. The City will accept at the Landfill all acceptable
waste delivered by the Hauler under the terms of this Agreement unless the City has
rejected the solid waste under Section 5.2. of this Agreement.
5.2. Rejection of Solid Waste.
5.2.1. The City is not obligated to accept waste if the Landfill is closed due to a
Force Majeure.
5.2.2. The City is not obligated to accept waste if the Hauler's account is more
than 60 days in arrears of the due date. But the City will accept any acceptable
waste if the Hauler makes a cash payment at the time of delivery.
5.2.3. The Hauler fails to comply with any published delivery procedures.
5.2.4. If a delivery of solid waste contains both acceptable waste and any
hazardous, medical, or unacceptable waste.
5.3. Improper Delivery of Hazardous, Medical, or Unacceptable Waste to Landfill.
The Hauler agrees to comply with the provisions in the Site Operating Plan relating to
the improper delivery of hazardous, medical, or unacceptable waste and the procedures
for removing any hazardous, medical, or unacceptable waste from the Landfill. The
Hauler agrees to pay any charges relating to the removal and disposal of hazardous,
medical, or unacceptable waste that would be charged to any other permitted hauler
that improperly delivered hazardous, medical, or unacceptable waste to the Landfill.
5.4. City Not Required to Screen Waste. Nothing in this Agreement obligates the
City to screen waste or to detect hazardous, medical, or unacceptable waste delivered
by the Hauler.
5.5. Delivery Schedule.
5.5.1. During the term, the Hauler may deliver acceptable waste to the Landfill
during its normal posted hours of operations.
5.5.2. The City will open the landfill for at least 58 hours, during weeks without
City holidays.
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5.5.3. The City will consider requests for additional hours based on special
needs of the Hauler and the availability of Landfill personnel.
5.5.4. Except in a Force Majeure, the City will provide the Hauler with at least 48
hours advance notice of any changes in the hours or days of operation.
5.6. Delivery Procedures.
5.6.1. The delivery of solid waste to the Landfill shall be regulated by the
provisions of the Site Operating Plan. Copies of the relevant provisions will be
provided by the City to the Hauler from time to time. The terms and conditions in
the Site Operating Plan are intended to reflect the actual procedures and
operations at the Landfill. An extract of the relevant provisions of the current Site
Operating Plan is attached as Exhibit A.
5.6.2. The City reserves the right to redirect the Hauler's trucks from the working
face to an on-site transfer station.
5.7. Delivery Vehicles.
5.7.1. Acceptable waste must be delivered by the Hauler, at its expense, to the
Landfill in enclosed container vehicles or enclosed compactor vehicles complying
with any applicable State laws and regulations and City ordinances regulating the
permitting of haulers, vehicles, and containers, regulating the marking of solid
waste vehicles and containers, setting insurance requirements for haulers and
vehicles, and identifying the generators of solid waste being delivered to the
Landfill.
5.7.2. The City may provide for a system for the identification of delivery
vehicles, including, without limitation, identification of the Hauler, identification of
the specific vehicle, and tare weight of the vehicle or containers used to haul
solid waste to the Landfill.
5.7.3. The City is under no obligation to accept acceptable waste from persons
or vehicles not complying with the permitting and marking systems, the insurance
requirements, or the delivery procedures established by the City.
5.7.4. The City may enforce compliance with permitting and marking systems
and delivery procedures by denial of disposal privileges and such other means
as it may reasonably determine to be necessary and appropriate.
5.8. Front of Line Privileges.
5.8.1. The City will provide front of line privileges to the Hauler and other haulers
with "put or pay" contracts with the City.
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5.8.2. The City may at its discretion suspend front of line privileges under this
agreement when waiting times to tip for other permitted haulers at the Landfill
approach thirty (30) minutes.
ARTICLE 6. ASSIGNMENTS.
6.1. Assignment By Hauler. The Hauler may not assign or transfer, directly or
indirectly, its interest in and to this Agreement, without the consent of the City Manager,
which consent will not be unreasonably withheld, delayed, or subject to unreasonable
conditions.
6.2. Assignment By City. The City may, with prior written notice to the Hauler, assign
all or any portion of this Agreement for any lawful purpose. The assignment of all or any
portion of this Agreement does not relieve the City of any obligation under this
Agreement without the consent of Hauler.
ARTICLE 7. INSURANCE.
7.1. Insurance Requirements. Insurance requirements are attached to and
incorporated into this Contract as Exhibit B attached to and made a pad of this
Agreement, and may be revised annually by the City's Contract Administrator upon
thirty (30) days written notice to Hauler.
7.2. Insurance Required by Subcontractors. Any subcontractor, which is hired by
Hauler to deliver solid waste to the Landfill, must maintain the same insurance as
specified in Exhibit B prior to delivering any solid waste to the Landfill.
7.3. Certificates of Insurance. Before activities can begin under this Contract,
Hauler's and any subcontractor's insurance company(les) must deliver Certificate(s) of
Insurance, as proof of the required insurance coverages to the City's Contract
Administrator.
7.4. Notice of Cancellation, Material Change, or Intent Not to Renew. Additionally,
the Certificate(s) must state that the City will be given at least thirty (30) days notice by
certified mail of cancellation, material change in the coverages, or intent not to renew
any of the policies.
7.5. City Named As Additional Insured. The City must be named as an Additional
Insured in each policy. The City Attorney must be given copies of all insurance policies
within 15 days of the City's Contract Administrator's written request.
7.6. Waiver of Claim of Recovery. The Hauler waives any claim for recovery from the
City for any injury, loss, or damage to Hauler resulting from the performance of this
Agreement, to the extent compensation for the injury, loss, or damage shall have been
recovered under any insurance policy.
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7.7. Written Notice of Injury, Loss, or Damage Required. Immediately upon the
occurrence of any injury, loss or damage resulting from the performance of this
Agreement, written notice shall be given to the City's authorized representative.
ARTICLE 8. INDEMNIFICATION
8.1 Indemnification for Death, Personal Injury, or Property Damage.
8.1.1. To the extent allowed by Texas law, Hauler, its officers,
members, partners, employees, agents, subcontractors, and
licensees shall fully indemnify, save, and hold harmless the City,
its officers, employees, agents, licensees, and invitees ("City
indemnitees") against any and all liability, damage, loss, claims,
demands, judgments, actions, costs, and expenses (including
reasonable attorney's fees and expenses) of any nature
whatsoever on account of personal injuries (including, without
limitation on the foregoing, workers' compensation and death
claims), or property loss or damage of any kind whatsoever,
which arise out of or are in any manner connected with, or are
claimed to arise out of or be in any manner connected with the
Hauler°s delivery of solid waste to the Landfill under this
agreement.
8.1.2. To the extent allowed by Texas law, the City shall fully
indemnify, save, and hold harmless the Hauler, its officers,
employees, agents, licensees, and invitees ("Hauler
indemnitees") against any and all liability, damage, loss, claims,
demands, judgments, actions, costs, and expenses (including
reasonable attorney's fees and expenses) of any nature
whatsoever on account of personal injuries (including, without
limitation on the foregoing, workers' compensation and death
claims), or property loss or damage of any kind whatsoever,
which arise out of or are in any manner connected with, or are
claimed to arise out of or be in any manner connected with the
City's delivery of solid waste to the Landfill under this
agreement.
8.2. Indemnification for Improper Disposal of Hazardous, Medical, or
Unacceptable Waste. If the City elects to dispose of any hazardous,
medical, or unacceptable waste, the Hauler shall indemnify and hold
the City indemnitees harmless from and against all liabilities, losses,
damages, costs, expenses, and disbursements, including reasonable
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legal fees and expenses arising out of the processing or disposal by
the person of unacceptable waste or waste not constituting
acceptable waste delivered by the Hauler and incidental and
consequential damages incurred by the City indemnitees.
8.3. Indemnification for Violations of Any Federal or State Laws and
Regulations. The Hauler shall hold harmless and indemnify the City
indemnitees from and against any expense, fine, or penalty, including
attorneys fees, and shall defend the indemnitees in any proceeding,
including appeals, for violation of any Federal or State law, rule, or
regulation relating to the collection, transportation, and disposal of
solid waste arising out of the any of the following:
8.3.1. The negligence or wrongful misconduct of the Hauler, its
directors, officers or partners, employees, contractors, or
agents.
8.3.2. The failure by the Hauler, its directors, officers or
partners, employees, contractors, or agents to comply with
applicable law, rule, or regulation.
8.3.3. The delivery by the Hauler of any Hazardous Waste or
hazardous, medical, or unacceptable waste to the Landfill.
8.4. Duty to Investigate, Defend, Settle, and Pay Any Claims and
Demands.
8.4.1. Hauler must, at its own expense, investigate all those
claims and demands, attend to their settlement or other
disposition, defend all actions with counsel satisfactory to City
indemnitees, and pay all charges of attorneys and all other cost
and expenses of any kind arising from any of said liability,
damage, loss, claims, demands, or actions.
8.4.2. To extent authorized by law, the City must, at its own
expense, investigate all those claims and demands, attend to
their settlement or other disposition, defend all actions with
counsel satisfactory to Hauler indemnitees, and pay all charges
of attorneys and all other cost and expenses of any kind arising
from any of said liability, damage, loss, claims, demands, or
actions.
NewPutorPayforBFIcontractrjr020720051 doc Page 13 of 23
ARTICLE 9. GOVERNMENTAL REGULATION.
9.1. Jurisdiction. The City and the Hauler acknowledge that the collection,
transportation, and disposal of solid waste is subject to regulation under both Federal
and State laws and regulations and the jurisdiction of various governmental agencies,
including, without limitation, USEPA, TNRCC, and the Texas Department of Public
Safety.
9.2. Compliance with Laws, Regulations, and Ordinances Relating to the
Collection, Transportation, and Disposal of Solid Waste. The City and the Hauler
agree, at their own expense, (subject to the provisions in this Agreement relating to
Change in Law and Force Majeure), to materially comply with all applicable law,
statutes, rules, regulations, ordinances, and Site Operating Procedures applicable to
them in connection with this Agreement and the transactions contemplated by this
Agreement. The law, statutes, rules, regulations, and ordinances may include, without
limitation, actions taken by the Texas Depadment of Transpodation and City of Corpus
Christi to regulate vehicle traffic associated with the Landfill.
9.3. Compliance with Other Laws and Regulations and Industry Standards by
Hauler. Hauler shall comply with all other applicable laws, rules, regulations,
ordinances, permits, and requirements of any governmental entity having jurisdiction,
including all applicable health and safety, anti-discrimination, affirmative action, and
minority business opportunity laws, and all applicable industry codes, specifications,
and standards respecting Hauler's business and operation.
9.4. Compliance by Hauler's Agents and Subcontractors. The Hauler agrees to
take all necessary action to cause persons delivering waste on its behalf to the City to
comply with any law, statute, rule, regulation, order, standard, Site Operating
Procedures, or ordinance of the City of Corpus Christi, USEPA, TNRCC, the Texas
Department of Public Safety, and any other authorized Federal or State agency or law
enforcement organization.
ARTICLE 10. SUSPENSION DUE TO FORCE MAJEURE.
10.1. Suspension of Obligations.
10.1.1. A delay or failure of performance under this Agreement by either party
shall not constitute an event of default or cause for any liability under this
Agreement to the extent caused by Force Majeure.
10.1.2. Any delay or failure caused by a Force Majeure shall be excused at any
time performance is affected by a Force Majeure and during the period as may
be reasonably necessary for the affect party, using its reasonable efforts to
correct the adverse effects of the Force Majeure.
10.1.3. If the Force Majeure causes a reduction, but not a complete suspension
in the ability of the City in connection with the operation of the Landfill to accept,
process, or dispose of acceptable waste, then subject to then existing
NewPutorPayforBFIcontractrjrO20720051.doc Page 14 of 23
commitments of the City with respect to the Landfill, and the requirements of all
applicable permits, consents ,and approvals of the USEPA, TNRCC, and other
governmental entities, the City shall use its reasonable efforts to allocate a
portion of the reduced capacity of the Landfill to the Hauler. The allocation of
landfill capacity shall be determined by the City in its sole discretion.
10.1.4. The party relying on a Force Majeure as justification for a delay or failure
of performance under this Agreement shall give the other party prompt written
notice of the Force Majeure.
10.2. Efforts to Remove Condition. A party whose performance is adversely affected
by a Force Majeure shall use its reasonable efforts to overcome or remove the Force
Majeure.
10.2.1. After the completion of a suspension due to the Force Majeure and to the
extent the City has the capacity to accept and dispose of excess waste, the City
shall use its reasonable efforts to accept acceptable waste collected by the
Hauler, which the Hauler was unable to deliver to the City during the Force
Majeure period.
10.2.2. The City is not obligated to accept acceptable waste to the extent that
the acceptance, processing, or disposal of the acceptable waste is contrary to or
in violation of or would cause the City to be in violation of any permits and
approvals for the Landfill.
10.2.3. In the event that Hauler is prevented from delivering acceptable waste to
the Landfill as a result of the Force Majeure, Hauler shall still be required to
deliver such tonnage as is reasonably practicable under the circumstances. The
parties shall negotiate and agree on the period during which Hauler is entitled to
cure any resulting shortfall.
10.3. Change in Taxes, Fees, Assessments, and Charges. The adoption of any law,
regulation, rule, or ordinance that imposes or amends any tax, fee, assessment, or
charge does not constitute a Force Majeure.
ARTICLE 11. LIQUIDATED DAMAGES AND DEFAULT.
11.1. Suspension of Service by City. If the City fails to accept acceptable waste at
the Landfill as required by the terms of this Agreement, the Hauler may select an
alternate disposal site and be credited for any acceptable waste delivered to an
alternate disposal site for the period of the failure by the City. if the conditions continue
for more than thirty (30) days, this Agreement automatically terminates.
11.2. Events of Default of the City. The City is in default if it makes a general
assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated
insolvent or bankrupt, petitions or applies to any tribunal for any custodian, receiver, or
trustee for it or any substantial part of its property, commences any proceeding relating
to it under any bankruptcy, reorganization, arrangement, readjustment of debt,
NewPutorPayforBFIconiraclrJrO20720051.doc Page 15 of 23
dissolution, or liquidation law or statute of any jurisdiction, whether now or after the
effective date of this Agreement is in effect, or if there shall have been filed any such
proceeding, in which an order for relief is entered or which is not dismissed for a period
of sixty (60) days or more, or if by any act indicates the City's consent to, approval of, or
acquiescence in any petition, application, or proceeding or order for relief or the
appointment of any custodian, receiver of, or any trustee for the City or any substantial
part of the City's property, or suffers any custodianship, receivership, or trusteeship to
continue undischarged for a period of sixty (60) days or more.
11.3. Events of Default of Hauler. Each of the following shall be an event of default
by the Hauler under this Agreement and are grounds for termination of the Agreement:
11.3.1. The Hauler fails to pay any amounts, including without limitation, the
acceptance fee, and any amounts payable under Sections 5.2 or 5.3, which
become due under this Agreement, within thirty (30) days of notice of
delinquency from the City.
11.3.2. The Hauler fails to observe and perform any other material term,
covenant, or agreement contained in this Agreement, the Site Operating Plan, or
other agreements or policies to which either the Hauler is subject and the failure
continues for a period of thirty (30) days after written notice to the Hauler
specifying the nature of the failure and requesting that it be remedied.
11.3.3. The Hauler fails to keep all insurance policies in force for the entire term
of this Agreement is grounds for termination.
11.3.4. The Hauler makes a general assignment for the benefit of creditors, files
a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies
to any tribunal for any custodian, receiver, or trustee for it or any substantial part
of its property, commences any proceeding relating to the Hauler under any
bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or
liquidation law or statute of any jurisdiction, whether now or after this Agreement
is in effect, or if there is or has been filed any proceeding, in which an order for
relief is entered or which is not dismissed for a period of sixty (60) days or more,
or if by any act indicates the Hauler's consent to, approval of, or acquiescence in
any petition, application, or proceeding or order for relief or the appointment of
any custodian, receiver of, or any trustee for the Hauler or any substantial part of
the Hauler's property, or suffers any custodianship, receivership, or trusteeship to
continue undischarged for a period of sixty (60) days or more.
11.4. Remedies on Default. Whenever any event of default occurs and is continuing,
the non-defaulting party has the following rights and remedies:
11.4.1. Upon ten (10) days written notice to the City, if the City is then in default,
the Hauler has the option to terminate this Agreement, unless the event of default
is fully cured prior to the expiration of ten (10) day period or unless during the
period the City has taken remedial steps the effect of which would be to enable
NewPutorPayforBFIcontractrjrO20720051.doc Page 16 of 23
the City to cure the event of default within a reasonable period of time (which, if
the event of default is a default in the payment of monies and results from
restraint by a court or regulatory agency, means the undertaking and prosecution
of prompt, diligent, good faith efforts to remove the restraint);
11.4.2. Upon ten (10) days written notice to the Hauler, if the Hauler is then in
default, the City shall have the option to terminate this Agreement, unless the
event of default is fully cured prior to the expiration of ten (10) day period or
unless during the period the Hauler has taken remedial steps the effect of which
would be to enable the Hauler to cure the event of default within a reasonable
period of time (which, if the event of default is a default in the payment of monies
and results from restraint by a coud or regulatory agency, means the undertaking
and prosecution of prompt, diligent, good faith efforts to remove the restraint);
1 1.4.3. Upon written notice to the Hauler, if the Hauler has defaulted, the City
shall have the option, without terminating this Agreement, to stop accepting
acceptable waste delivered or tendered for delivery by the Hauler, until the
default is cured or this Agreement is terminated. The City may concurrently
pursue any other remedies to which it is entitled at law or in equity for the default.
ARTICLE 12. REPRESENTATION AND WARRANTIES.
12.1. Representations and Warranties of the Hauler.
12.1.1. The Hauler by this Agreement represents and warrants to the City that
this Agreement has been executed by authorized officers of the Hauler, and has
before entering this Agreement delivered to the City evidence of the authority.
12.1.2. The Hauler has the full power and authority to execute and deliver this
Agreement to the City and to carry out the obligations and transactions
contemplated by this Agreement throughout its term.
12.1.3. There is no claim or litigation pending or to the knowledge of the Hauler,
threatened that questions this Agreement or that affects or may affect the
obligations and transactions contemplated by this Agreement.
12.2. Representations and Warranties of the City.
12.2.1. The City by this Agreement represents and warrants to the Hauler that
the City has the full power and authority to execute and deliver this Agreement to
the Hauler and to carry out the obligations and transactions contemplated by this
Agreement.
12.2.2. There is no claim or litigation pending or to the knowledge of the City,
threatened that questions this Agreement or that affects or may affect the
obligations and transactions contemplated by this Agreement.
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12.3. Liability for Breach. It is understood and agreed that the signatories to this
Agreement are liable to each other in the manner and to the extent provided by law for
any loss or harm occasioned by the breach of any term, covenant, agreement,
undertaking, or obligation of this Agreement. This section shall survive the term of this
Agreement.
ARTICLE 13. GOVERNING LAW AND VENUE.
13.1. Laws of Texas Applicable. The interpretation and performance of this
Agreement shall be under and controlled by the laws of the State of Texas.
13.2. Venue. The sole and exclusive forum for the initial determination of any question
of law or fact to be determined in any judicial proceeding relating to this Agreement shall
be any court of competent jurisdiction in Nueces County, State of Texas, including the
United States District Court for the Southern District of Texas, Corpus Christi Division.
13.3. Agreement Not Affected by Pending Litigation. Except as otherwise
specifically provided in this Agreement, the pendency of any claim or litigation does not
affect the obligations of the parties to make any payment or render any service required
by this Agreement or the rights of the parties under this Agreement.
ARTICLE 14. MISCELLANEOUS PROVISIONS.
14.1. Entire Agreement. This Agreement merges and supersedes all prior
negotiations, representations, and agreements between the parties. This Agreement
and Amendment #1 to this Agreement constitutes the entire agreement between the
parties to this Agreement in respect of the subject matter of this Agreement.
14.2. Waiver. No delay in exercising or the failure to exercise of any right or remedy
accruing to or in favor of any party under this Agreement impairs any right or remedy or
constitutes a waiver of the right or remedy. Every right and remedy given under this
Agreement or by law may be exercised from time to time and as often as may be
deemed expedient by the parties to this Agreement.
14.3. Amendments and Modifications. This Agreement may not be amended or
modified except in writing. The amendment or modification must be signed on behalf of
both padies by their duly authorized officers.
14.4. Independent Contractor. Hauler will perform the services hereunder as an
independent contractor and will furnish such services in its own manner and method,
and under no circumstances or conditions may any agent, servant, or employee of
Hauler be considered as an employee of the City.
14.5. Subcontractors.
14.5.1. Hauler may use subcontractors in connection with the work performed
under this Agreement. When using subcontractors, however, Hauler must obtain
prior written approval from the Contract Administrator.
NewPutorPayforBFIcontrac~'jr020720051.doc Page 18 of 23
14.5.2. In using subcontractors, Hauler is responsible for all their acts and
omissions to the same extent as if the subcontractor and its employees were
employees of Hauler.
14.5.3. All requirements of this Agreement imposed on the Hauler are applicable
to all subcontractors and their employees to the same extent as if the Hauler and
its employees had performed the services.
14.6. Successors end Assigns. This Agreement inures to the benefit of and binds the
respective successors and permitted assigns of the parties to this Agreement.
14.7. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement including deductions for non-performance and authorizations for payment.
All of Hauler's notices or communications regarding this Agreement must be directed to
the Contract Administrator, who is the City's Director of Solid Waste Services.
14.8. Notices. All written notices, reports, and other documents required or permitted
under this Agreement must be in writing and are deemed to have been given when
delivered personally or deposited in the mails, postage prepaid, registered or certified
mail, return receipt requested, or by commercial overnight courier addressed to the
party to whom notice is being given at the party's address set forth below. Either party
may change its address by sending written notice that complies with this Section.
Hauler:
BFI Waste Systems of Texas, L.P.
Attn: General Manager
P.O. Box 9236
Corpus Christi, Texas 78469-9236
Director of Solid Waste Services
City of Corpus Christi
2525 Hygeia Street
P.O. Box 9277
Corpus Christi, Texas 78469-9277
14.9. Representatives. For billing purposes, the parties designate the following
representatives and addresses:
Hauler:
BFI Waste Systems of Texas, L.P.
Attn: General Manager/Division Comptroller
P.O. Box 9236
Corpus Christi, Texas 78469-9236
City of Corpus Christi - Financial Services
Accounts Receivables
1201 Leopard Street
P.O. Box 9257
Corpus Christi, Texas 78469-9257
NewPutorPayforBFIc~ntraclr~r020720051.doc Page 19 of 23
14.10. Fiscal Year. All padies recognize that the continuation of any contract after the
close of any fiscal year of the City, which fiscal year ends on July 31 annually, is subject
to appropriations and budget approval providing for such contract item as an
expenditure in that budget. The City does not represent that the budget item will be
actually adopted, that determination is within the sole discretion of the City Council at
the time of adoption of each budget.
14.11. Right to Most Favorable Acceptance or Tipping Fees.
14.11.1. If the City enters into an agreement with any other company, person, or
legal entity that provides solid waste hauling services or generates, disposes, or
transports solid waste to the City's landfill (or enters into a renewal, modification,
extension of any existing agreement with such a party), and the document
contains provisions for acceptance or tipping fees more favorable to the other
party than those in this Agreement, the Hauler shall have the right either to
terminate this Agreement or to amend this Agreement to contain such more
favorable terms and provisions.
14.11.2. An agreement that offers an equivalent discounted acceptance fee for a
commitment to deliver all tonnage collected within the boundaries of the Coastal
Bend Council of Governments ("CBCOG") instead of a guaranteed annual
tonnage is considered comparable to this Agreement if the other terms and
conditions are similar to this agreement. An agreement based on delivery of all
tonnage collected within the CBCOG boundaries will include the right of the City
to audit for compliance and penalties for failure to deliver all tonnage from the
area.
14.11.3. The City will not offer similar agreements to a hauler that has not had a
solid waste hauler permit for at least 12 months.
14.12. City Reserves Legislative Authority. Nothing in this contract restricts the right
of the City Council to amend the City's Code of Ordinances, including its authority to
regulate, permit, and franchise solid waste haulers operating within the City or using the
City's solid waste disposal facilities; regulate the storage, transportation, and disposal of
any solid waste generated within the City or its industrial districts; or impose taxes,
surcharges, utility fees, or other fees, including generator fees, on residents,
commercial and industrial facilities located within the City and industrial districts and
customers from outside the City who use any of the City's solid waste disposal facilities
or services; and including the setting of disposal or tipping fees at City disposal facilities
within and outside the City limits.
14.13. Further Actions. Each party agrees that it will, at its own expense, execute any
and all cedificates, documents, and other instruments, and take other actions as may be
reasonably necessary to give effect to the terms of this Agreement.
14.14. Duplicate Originals. This Agreement may be executed in duplicate originals,,
any one of which is considered to be the original Agreement for all purposes.
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14.15. Severability. In the event that any of the provisions, portions, or applications of
this Agreement are held to be unenforceable or invalid by any court of competent
jurisdiction, the City and the Hauler shall negotiate an equitable adjustment in the
provisions of this Agreement with a view toward effecting the purpose of this
Agreement, and the validity and enforceability of the remaining provisions, portions, or
applications of this Agreement are not be affected by the defect in the provision, portion,
or application of the Agreement that was ruled unenforceable or invalid.
14.16. Rights of Third Parties. Nothing in this Agreement is intended to confer any
right on any person other than the parties to this Agreement and their respective
successors and assigns; nor is anything in this Agreement intended to modify or
discharge the obligation or liability of any third person to any party to this Agreement or
give any third person any right of subrogation or action over or against any party to this
Agreement.
14.17. Headings for Convenience. The headings in this Agreement are for
convenience and reference only and in no way define or limit the scope or content of
this Agreement or in any way affect its provisions.
14.18. Publicity and Property Rights.
14.18.1. The Hauler may not advertise or otherwise use its relationship with the
City under this Agreement in any public disclosure without the prior written
consent of the City. The prohibition includes, without limitation, brochures,
listings, references, advertisements, announcements, or other release of
information concerning the existence, content or performance under this
Agreement to any third party.
14.18.2. The Hauler is not permitted to photograph, film, tape or other make
audio or visual recording at, or allow any unauthorized person to enter the
Landfill without the express prior written consent of the City's Director of Solid
Waste Services.
14.18.3. The Hauler may not use or permit the use of the trade or service
names, marks, or Iogos of the City or any of its affiliates in any manner.
14.18.4. The Hauler's obligations under this Section 14.12 shall survive the
expiration or termination of this Agreement.
14.19. Survival of Obligations. Notwithstanding the expiration or the termination of
this Agreement under its terms, any duty or obligation of Hauler, which has not been
fully observed, pedormed, or discharged, and any right, unconditional or conditional,
which has been created for the benefit of the City, and which has not been fully enjoyed,
enforced, or satisfied (including but not limited to the duties, obligations, and rights, if
any, with respect to secrecy, indemnity, warranty, guaranty) shall survive the expiration
or termination of this Agreement until the duty or obligation has been fully observed,
performed, or discharged and the right has been fully enjoyed, enforced, and satisfied.
NewPutorPayforBFIconlractrjr020720051.doc Page 21 of 23
14.20. Exclusivity of Remedies. Neither party shall be liable for or obligated to pay
punitive, consequential, special, incidental, or indirect damages in connection with the
performance of this Agreement.
The parties to this Agreement have caused this Agreement to be executed on the date
the City's representative executes this agreement. This Agreement is intended to take
effect as a sealed instrument.
AGREED TO BY:
BFI WASTE SYSTEMS OF TEXAS, L.P.
RegiOnal Manager
Date:
THE STATE OF T~cX-A-S- § (~c £Lq~ ~.c
COUN'T-Y OF
o ~t ~[~ )¢ 2005
This instrument was acknowledged before me n ' ' ~ , , by,
Regional Manager, on behalf of BFI Waste Systems of Texas, E.P., a limited
padnership.
State of
07/1912~8
New PutorPay for BFIcontractdr 02072005.doc
CITY O%~US CHRISTI
Geor~Ce ~ Noek'''~
City Manager
Date:
Attest:
Armando Chapa
City Secretary
Approved as to form: This //~'7/~Jay of ~/""'~'-?
First Assistant City Attorney
For City Attorney
,2005
THE STATE OF TEXAS §
COUN'P(OFNUECES ~,~ ~
This instrument was acknowledged before me on ·
George K. Noe, City M.~nager of the City of Corpus Christi, a Texas
C ° r P ° ~~a~sLl~P ° r at i° n '
Notary Public
State of Texas ~~"~1
,2005, by
Municipal
New PutorPay for BFIcontraclrjr 02072005 doc Pa.~C 23 or' 23
EXHIBIT A
EXTRACTS FROM
SITE OPERATING PLAN
CITY OF CORPUS CHRISTI
J. C. ELLIOTI' LANDFILL
PERMIT 423A
NewPutorPayforBFIcontractrjr020720051.doc Page 1 of 13
4. OPERATIONAL PROCEDURES
4.1. Access Control
Public access to the landfill is limited to one existing main entrance from Ayers Street
(State Highway 286). Gate house personnel control access and monitor all vehicles
entering and exiting the site. Additionally, two other private entrance/exits gates are
located at this site; one gate being at the northwest corner and the other at the
southwest corner of the landfill on Greenwood Drive. These gates are used from time
to time to move equipment to and from maintenance shops, as construction contractor
entrances, and other such activities not directly associated with waste hauling.
4.1.1. Access From Public Road
Access to the site will be from Ayers Street (State Highway 286) at the existing site
entrance. Ayers Street is a two-way, two-lane asphalt-paved road, with an average
pavement width of 20 feet. A site sign is prominently displayed adjacent to the gate
entrance.
4.1.2. Vehicle Access
All waste-hauling vehicles will deposit their loads at the working face or the designated
processing area. Only landfill construction vehicles, landfill personnel vehicles, and the
authorized haul vehicles will have access to the active portion of the landfill.
4.1.3. All-Weather Access
The existing site entrance is paved asphalt drive that transitions into a caliche road.
The caliche on-site roads will be maintained for all-weather access by site personnel.
The entrance to the facility from Ayers Street and all interior access roads within the site
are all-weather roads. Prior to inclement weather, an all-weather access area will be
constructed. All-weather road and access area are provided to the active disposal area,
and consist of a minimum of 8 inches of crushed caliche and/or crushed asphalt. A pad
(may vary in size) may be constructed by the disposal area so that disposal vehicles will
have enough room to maneuver while they are disposing of the waste. The
caliche/asphalt materials used for all-weather road construction will be salvaged and
reused as the access road locations change across the site. Haulers will dump waste at
the edge of this designated area and allow the compactor to push the waste into the fill.
Therefore, no separate wet-weather operations area will be necessary.
4.1.4. Traffic Control
The entrance to the landfill is located on the southeast corner of the site. The gate
attendant will restrict site access only to authorized vehicles and will direct these
vehicles appropriately.
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Solid waste transportation vehicles will be weighed at the gate scale and then directed
to the active portion of the landfill. Site personnel, signs, and barricades will provide
traffic directions as necessary to expedite safe movement of vehicles.
4.1.5 Site Security
Site security measures are designed to prevent unauthorized persons from entering the
site, to protect the facility and its equipment from possible damage caused by
trespassers, and to prevent disruption of facility operations caused by unauthorized site
entry.
Unauthorized entry into the site is minimized by controlling access to the landfill site with
the perimeter fence and locked gates at all entrances.
The main site entrance (Ayers Street) is secured by a gate which is monitored by the
office/gate attendants during normal site operating hours. Outside normal operating
hours, the gate to the site will be locked. All other entrances will remain locked or
attended by site personnel.
Entry to the active portion of the site will be restricted to designated personnel,
approved waste haulers, and properly identified persons whose entry is authorized by
site management. Visitors may be allowed on the active area only when accompanied
by a site representative.
4.2. Unloading Wastes
The landfill is authorized to receive municipal solid waste and those special solid wastes
allowable under ' 330.136 of the Texas Natural Resource Conservation Commission
("TNRCC") Municipal Solid Waste Manaqement Requlations ("MSWMR"), 30 TAC
Chapter 330. (Note: Underlined text has been added for clarity.) The site is not
authorized to receive regulated hazardous wastes or radioactive wastes. These
categories of wastes are prohibited at this site by state and federal regulations (refer to
Section 6 - Waste Screening Plan). Special wastes will not be handled at this landfill
except in accordance with TNRCC regulations and Section 4.20 -Disposal of Special
Wastes of this SOP.
The unloading of solid waste will be confined to as small an area as practical. Trained
personnel will monitor the incoming waste on the trucks. These personnel are familiar
with the rules and regulations governing the various types of waste that can or cannot
be accepted into this facility, including knowledge of ' 330.136 of the MSWMR. The
personnel also have a basic understanding of both industrial and hazardous waste and
their transportation and disposal requirements. Solid waste dumping will be controlled
to prevent disposal in locations other than those specified by site management.
Unloading of waste in unauthorized areas is prohibited and site personnel shall take the
NewPutorPayforBFIcontractrlr020720051.doc Page 3 of 13
necessary steps to ensure compliance with this provision. Any waste deposited in an
unauthorized area shall be removed promptly and disposed of properly.
Rules for waste disposal and prohibited waste will be prominently displayed on signs at
the site entrance. Refer to Section 6 - Waste Screening Plan for specific waste
handling procedures.
4.3. Hours of Operation
The facility is open for operation six days a week, Monday through Saturday. Normal
operating hours for receiving wastes will be between 7:00 a.m. to 7:00 p.m., Monday
through Saturday. The site will be closed on Sundays and cedain holidays. Operation
on Sundays will be limited and only held in conjunction with special events such as
community clean ups.
Operation of the site for special occasions, special purpose events, or other special
occurrences will also be within the approved times of 7:00 a.m. and 7:00 p.m.
Operation on cedain Holidays will be conducted from 6:00 a.m. to 2:00 p.m. to
accommodate the needs of customers.
4.4. Site Signs
An entrance sign is displayed at the entrance to the site. This sign states the name of
the site, type of site, hours and days of operation, and the TNRCC permit number. A
sign prohibiting certain types of waste such as hazardous waste, Class I waste, and
smoking will be posted outside the landfill entrance.
4.5. Control of Windblown Wastes and Lifter
Windblown wastes will be controlled by several means.
All waste transportation vehicles using this facility will be required to have in-
place adequate covers or other means of containment for the wastes they
transport. The adequacy of covers or containment of incoming wastes will be
checked at the facility entrance.
To further minimize windblown wastes, the facility will provide litter control
fences, as necessary, at appropriate locations near the working face and
elsewhere. The litter control fence will be at least 5 feet high and will be located
as close as practical to the landfilling area.
Periodically (at least weekly), as part of the overall site maintenance program,
facility personnel will collect windblown waste materials which may have
accumulated on-site and on both on and off-site access roads.
The working face of the active disposal area shall be covered daily to avoid
prolonged exposure of wastes, and to minimize windblown material.
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4.8. Control of Waste Spilled on Route to the Site
The Landfill Superintendent will take steps to ensure that vehicles hauling waste to the
site are enclosed or provided with a tarpaulin, net, or other means to properly secure
the load. These steps are necessary to prevent the escape of any part of the load by
blowing or spilling. Signs stating this policy will be posted and offenders may be
reported by the Landfill Superintendent to proper law enforcement officers. The Landfill
Superintendent will be responsible for the cleanup of waste materials spilled along and
within the right-of-way of all public access roads serving the site for a distance of 2
miles in either direction from any entrance used for delivery of waste to the site. The
Landfill Superintendent will consult with officials of the Texas Department of
Transportation concerning cleanup of state highways and right-of-ways.
4.9. Disposal of Large Items
Large appliances and other heavy items will not be placed within 5 feet of the liner.
Items classified as large, heavy, or bulky may include, but are not limited to, white
goods (household appliances), air conditioner units, and large metal pieces. In addition
the site will maintain a Steel Recycling area near the site main entrance where large
appliances and other metallic items can be stored until recycled. CFC removal will be
conducted at this area. CFC's will be removed at least semi-monthly. Appropriate
house keeping will be maintained at all times.
4.10. Air Quality Control
Measures to control air pollution may include, but are not limited to, the following items:
$ No open burning of waste will be permitted at the proposed facility
$ Freshly landfilled waste will be promptly covered with dirt or approved alternative
daily covers.
$ Odor masking agents such as sanifoam may be utilized as necessary
$ Ponded water at the site will be controlled as detailed in Section 4.19
$ Accidental fires will be controlled as outlined in Section 7 - Fire Protection Plan
The Landfill Superintendent will ensure that any unit of the municipal solid waste facility
does not violate any applicable requirement of the approved State implementation Plan
developed under the Clean Air Act, Section 11 0, as amended.
4.1 1. Disease Vector Control
The need for extensive vector control (control of rodents, flies, and mosquitoes) will be
minimized through daily site operations, which include the application of daily and final
NewPutorPayforBFIcon[ractr~rO20720051.doc Page 5 of 13
cover. The extent of the working face will also be minimized. Site operators will make
daily checks for insects or rodents associated with the operations and will report
problems to the Landfill Superintendent. If necessary, a licensed professional should
apply pesticides to ensure that proper chemicals are used and are properly applied.
4.13. Salvaging and Scavenging
Salvaging will not be allowed to interfere with prompt sanitary disposal of solid waste or
to create public health nuisances. Salvaged materials will be considered as potential
recycled materials. Salvaged items will be removed from the site often enough to
prevent the items from becoming a nuisance, to preclude the discharge of pollutants
from the area, and to prevent an excessive accumulation of the material at the site.
Special wastes received at the site will not be salvaged. Scavenging will be prohibited
at all times.
4.20. Disposal of Special Wastes
Acceptance of special wastes will be performed in accordance with MSWMR
' 330.136(b) requirements. Special wastes that will be accepted at the site include non-
regulated asbestos-containing material (non-RACM), and wastes from health care
related facilities. Other special wastes may be accepted. If these wastes are
addressed in ' 330.136 of the MSWMR, they will be handled in accordance with the
procedures provided therein for that specific waste. Should a different procedure be
devised or the specific waste not be addressed therein, then a request will be made in
accordance with Section 330.136(a)(2) and approval received prior to acceptance of
those wastes. The special wastes that will be accepted at the site and handling
procedures are discussed below.
Non-Regulated Asbestos Containing Materials (Non-RACM)
Non-RACM will be accepted. The non-RACM shall be disposed in the active working
face and immediately covered with at least two (2) feet of other solid waste.
Precautions shall be taken by site personnel to eliminate the crushing or grinding of
non-RACM into a friable state.
Wastewater Treatment Plant Sludge
Treated wastewater plant sludges will be accepted. Other material will receive TNRCC
approval prior to its disposal. The processed material will be required to pass a paint
filter test prior to disposal on the working face of the landfill, as prescribed in 30 TAC
' 330.136(b)(7).
NewPutorPayforBFIcontractrjr020720051.doc Page 6 of 13
DEAD ANIMALS
The site may receive dead animals that are delivered to the site independent of other
wastes. Dead animals will be buried and covered with a minimum of 3 feet of solid
waste or a minimum of 2 feet of soil immediately upon receipt.
Special Waste Report Submittal
The Landfill Superintendent will submit to the TNRCC a monthly summary of special
wastes received at the landfill. This report will be submitted no later than the 25th day
of the month following the month in which the waste was received. The reports will be
submitted on forms provided by the TNRCC. Failure to file the repods in a timely
manner is considered a violation of the MSWMR.
4.21. Disposal of Industrial Waste
Class I industrial waste will not be accepted at the site. Class II and Class III industrial
solid waste will be accepted as long as the acceptance does not interfere with normal
operations. In the event that a Class I industrial solid waste arrives at the site, the
appropriate departments and offices of the TNRCC will be notified. The applicable
phone numbers will be included in a list of emergency phone numbers posted in the
gate house and the landfill office. If the waste presents an emergency situation, the
TNRCC Emergency Response Unit will be contacted. The appropriate agencies will be
requested to provide assistance to the City through their respective enforcement
capabilities concerning transporters and waste generators in the proper management of
unauthorized waste received at the site. Refer to Section 6 - Waste Screening Plan and
Section 4.2-Unloading Waste for waste screening procedures.
4.22. Prevention of Discharge of Contaminated Water
The Landfill Superintendent will take all steps necessary to control and prevent the
discharge of contaminated water from the facility. Should the discharge of
contaminated water become necessary, the Landfill Superintendent will obtain specific
written authorization from the TNRCC prior to discharge.
4.23 Leachate and Contaminated Water Plan
Leachate and contaminated water will be controlled as specified in the Leachate and
Contaminated Water Plan.
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6. WASTE SCREENING PLAN
Part A - Purpose
The purpose of this plan is to prevent the unauthorized entry of waste not approved for
disposal at the landfill; to protect both personnel and customers using the landfill;
achieve permit compliance; and assure the environment of the landfill and surrounding
area is protected from contamination from unauthorized waste. Conformity to the plan
will assure efficient and effective processing of all waste at the landfill.
The types of wastes that are accepted at the landfill as well as the procedures for waste
inspection and handling are outlined in the Site Operating Plan.
Part B - Training
Training requirements of landfill personnel to recognize and handle unauthorized waste
will include the following:
Familiarization of the Site Operating Plan
Successful completion of formal waste screening training provided by: in-house
instruction, the Texas Engineering Extension Service (TEEX), or Solid Waste
Association of North America (SWANA)
Records of all course attendance will be kept as well as copies of any certificates
issued. A periodic review of the information provided in these sources will take place as
needed.
Part C - Prevention of Unauthorized Disposal
Methods used to prevent unauthorized disposal will be accomplished at four (4) levels.
Each level will be designed to vidually eliminate random inspections.
Level One - Education and Information
A sign at the entrance to the landfill will describe wastes that are not accepted for
disposal and will inform customers that their waste is subject to inspection.
An informational bulletin detailing the waste inspection process will be given once
a year to all existing and to new customers.
A letter detailing the waste acceptance policy will be mailed to the management
of all major firms and municipalities who actively use the landfill.
Information on the waste inspection process will be given to the local newspaper
for presentation as a public service announcement.
NewPutorPay/orBFIconlract~rO20720051.doc Page 8 of 13
Level Two - Random Load Selection
The selection of loads for random waste inspection consideration will exclude two
groups of transporters:
1. Transporters who provide adequate documentation (as specified in 30 TAC
' 330.32(d) that unallowable wastes are avoided in the residential routing of
collection vehicles. These vehicles will be identified by number.
2. Transporters of mixed residential and commercial waste that can provide
assurance that the generator properly classifies the waste and is routinely
checked by the transporter for compliance.
Individual vehicles not associated with any commercial activities or businesses will also
be generally exempted from waste screening consideration.
All other vehicles will be included in the pool of loads for waste screening
consideration.
Backup Procedure: In accordance with 30 TAC ' 330.114 (5)(A); If at any time
an excluded vehicle outside the pool is found to have suspect waste within a Icad, the
exemption status of that vehicle will become null and void, thereby subjecting it to waste
screening consideration.
Level Three - 30 TAC ' 330.32(d)
All transpoders will be required to comply with 30 TAC ' 330.32(d). A surcharge for
waste removal will be assessed to any transporter who is discovered to have dumped
an unacceptable waste. In all cases the site operator refuses to accept ownership of
any unauthorized waste.
Level Four - Screening
Waste screening will take place in the following three ways:
All manifested wastes will be checked for conformance to the manifest. Vehicles
transporting manifested wastes will be excluded from the pool of vehicles
subjected to random waste screening sampling.
All vehicles entering the landfill for disposal purposes including those not related
to any business or commercial activity will be screened for unauthorized waste at
the entrance gate. The operator maintains the right to question the driver of any
vehicle entering the landfill. Any suspect loads will be directed to the waste
screening site for inspection. All inspections will be documented in the operating
record.
Screening at the working face will be done by the attendant and the equipment
operator by observing both the offloading and spreading of the waste.
NewPutorPayforBFIconlrac'b'jr020720051.docPage 9 of 13
4. Random waste inspection will be accomplished by determining the pool of
vehicles available for inspection, including all vehicles not previously mentioned
as being excluded. From this pool, one vehicle will be randomly inspected on a
weekly basis as recommended by the Texas Engineering Extension Service
(TEEX).
5. The random one percent selection from the pool of vehicles available for
inspection will be made using random number tables.
Part D - Waste Inspection Process
The waste screening process will involve the following steps:
Step One - Determination of waste load to be screened. (As outlined in Part C.)
Step Two - Preparation of the waste screening site. A concrete pad will be constructed
at the landfill approximately 50' x 100' in size and windscreen fencing will be utilized to
maintain wastes within the designated area.
Step Three - A team of people will be selected to conduct the waste screening process.
Personnel involved in the waste screening process will include those who meet the
following criteria:
must have completed the training requirements outlined in Part B (and basic first-
aid training)
must possess good oral and written communication skills
must be free of any physical limitations that would hinder pertormance of
screening operations
must possess good vision, good sense of smell and the ability to readily detect
heat
Step Four - The basic equipment needed to pertorm the waste screening process will
include the following:
rake, hoe, shovel for the purposes of moving and sorting waste
wire cutter and pry bar the purpose of opening containers
poles and flagging for the-purpose of marking areas of suspected waste
contamination
inspection forms, watch, camera, clip board for the purposes of recording the
inspection results
fire extinguisher, absorbent material and soil for the purpose of fire suppression
and spill containment
NewPu~orPayforBFIcontractr~rO20720051.doc Page 10 of 13
paint filter test kit for the purpose of determining free liquids
first-aid kit
two-way radio for communication purposes
Step Five - Protective equipment needed to perform the waste screening process will
include the following:
safety goggles for eye protection
chemically resistant boots, gloves and tyvek suits
hardhat
Step Six - Waste screening recording form. (Attached in Section 9)
Step Seven - Remediation: In accordance with 30 TAC ' 330.114 (5) (E); the following
procedure will be followed in the event that a hazardous or non-allowable waste is found
in the waste screening process:
Non-allowable wastes will be loaded back onto the vehicle and the transporter
will be required to give evidence of where the waste is taken for disposal.
Hazardous wastes if identifiable and not an imminent threat to the landfill or
human health, will be removed from the screening area and temporarily confined
in the hazardous waste storage building of the household hazardous waste
facility (located adjacent to the screening area), until such time that
arrangements for its removal and subsequent disposal can be made by a
hazardous waste contractor. If, however, the waste does pose an imminent
threat to the landfill or human health, the City's Fire Department (Hazmat Unit)
will be contacted to secure the waste and assure its safe containment. In either
case, any costs associated with the proper disposal will be the responsibility of
the transporter who brought the waste to the landfill.
NewPutorPayforBFIcontractiir020720051.doc Page 1 1 of 13
7. FIRE PROTECTION PLAN
The following steps must be taken regularly by designated landfill personnel to prevent
fires:
Burning waste must be prevented from being dumped in the active area of the
landfill. The Gate Attendant and equipment operators must be alert for signs of
burning waste such as smoke, steam, or heat being released from incoming
waste loads.
$ Fuel spills must be contained and cleaned up immediately.
Dead trees, brush, or vegetation adjacent to the landfill must be removed
immediately, and grass and weeds mowed so that forest, grass, or brush fires
cannot spread to the landfill.
$ No smoking on the active areas of the landfill site.
Specific Fire-Fighting Procedures
If a fire occurs on a vehicle or piece of equipment, the first step is to bring the
vehicle or equipment to a safe stop. If safety of personnel will allow, the vehicle
must be parked away from fuel supplies, uncovered solid wastes, and other
vehicles. Shut off the engine, engage the brake, or use some other appropriate
method to prevent subsequent movement of the vehicle.
If the fire is in the working face, the burning area should be isolated, by pushing
the fire, with the wind, out of the working face. Soil should be placed on the fire
to smother it. If this is not possible or unsafe, efforts to cover the working face
with earth must be initiated immediately to smother the fire.
General Rules for Fire Incidents
Contact the Fire Department by calling 361/854-9704 or 911. The Cities Fire
Department, approximately 3.5 miles away, would respond if necessary.
Alert other facility personnel.
Assess extent of fire and possibilities for the fire to spread and alternatives for
extinguishing the fire.
If it appears that the fire can be safely fought with available fire fighting devices
until arrival of the Fire Depadment, attempt to contain or extinguish the fire.
Upon arrival of Fire Department personnel, direct them to the fire, and provide
assistance, as appropriate.
NewPutorPa¢orBFIcontractrjr020720051.doc Page 12 of 13
$ Do not attempt to fight a fire alone.
$ Do not attempt to fight a fire without adequate personal protective equipment.
$ Be familiar with the use and limitation of firefighting equipment.
Fire fighting methods include smothering with soil, separating burning material
from other waste, and spraying with water from the water truck or pumped from
nearby ponds or streams. If detected soon enough, a small fire may be fought
with a hand-held extinguisher. Fire extinguishers will be located at the Gate
House and on each piece of operating equipment.
Generally, the firefighting technique that can be quickly employed to fight a landfill fire is
smothering with soil. The faster that soil can be placed over the fire, the more effective
this method will be in controlling and extinguishing the fire. Enough cover soil will be
stockpiled within 2500 feet of the working face or active disposal area to cover the entire
working face.
The site must be provided with fire extinguishers, of a type, size, location, and number
as recommended by the local Fire Department or the City's insurance carrier. Fire
extinguishers must be fully-charged and ready for use at all times. Each extinguisher
must be inspected on an annual basis and recharged as necessary. These inspections
must be performed by a qualified service company, and all extinguishers must display a
current inspection tag. Inspection and recharging must also be performed following
each use. The gate house, as well as all landfill equipment and vehicles, will be
equipped with fire extinguishers.
NewPutorPayforBFIcontractdr020720051.doc Page 13 of 13
EXHIBIT B
INSURANCE REQUIREMENTS
1. Hauler Liability Insurance
The Hauler may not deliver any solid waste to the City's J. C. Elliott
Municipal Landfill under this Agreement until Hauler has obtained all
insurance required by this exhibit and the required insurance has been
approved by the City. The Hauler may not allow any subcontractor to
deliver solid waste to the Landfill until all similar insurance required of the
subcontractor has been obtained and approved.
The Hauler must furnish to the City's Risk Manager, 2 copies of
Certificates of Insurance, with the City named as an additional insured for
all liability policies, and a blanket waiver of subrogation on all applicable
policies, showing the following minimum coverage by insurance
company(s) acceptable to the City's Risk Manager.
TYPE OF INSURANCE
30-Day Notice of Cancellation required on
all certificates
Commercial General Liability including:
1. Commercial Form
2. Premises - Operations
3. Products/Completed Operations
Hazard
4. Contractual Insurance
5. Broad Form Property Damage
6. Independent Contractors
7. Personal Injury
8. Pollution Liability
AUTOMOBILE LIABILITY--OWNED NON-
OWNED OR RENTED
WORKERS' COMPENSATION
EMPLOYERS' LIABILITY
PROFESSIONAL POLLUTION
LIABILITY/ENVIRONMENTAL
IMPAIRMENT COVERAGE
Not limited to sudden & accidental
discharge; to include long-term
environmental impact for the disposal of
contaminants
MINIMUM INSURANCE COVERAGE
Bodily Injury and Property Damage
$1,000,000 COMBINED SINGLE LIMIT
AGGREGATE LIMIT OF LIABILI-I-Y FOR
EACH POLICY PERIOD
$1,000,000 COMBINED SINGLE LIMIT
WHICH COMPLIES WITH THE TEXAS
WORKERS' COMPENSATION ACT AND
PARAGRAPH 2.A. OF THIS EXHIBIT
$100,000
$1,000,000 AGGREGATE LIMIT OF
LIABILITY FOR EACH POLICY PERIOD
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In the event of accidents of any kind, the Hauler must furnish the Risk
Manager with copies of all reports of such accidents at the same time that
the repods are forwarded to any other interested parties.
2. ADDITIONAL REQUIREMENTS
The Hauler and its subcontractors must obtain workers' compensation
coverage through a licensed insurance company or through self-insurance
obtained in accordance with Texas law. If such coverage is obtained
through a licensed company, the contract for coverage must be written on
a policy and endorsements approved by the Texas Department of
Insurance.
If such coverage is provided through self-insurance, then within 10
calendar days after the date the Contract Administrator or his designee
requests that the Hauler sign the contract documents, the Hauler must
provide the Risk Manager with a copy of its certificate of authority to self-
insure its workers' compensation coverage, as well as a letter signed by
the Hauler stating that the certificate of authority to self-insure remains in
effect and is not subject to any revocation proceeding then pending before
the Texas Workers' Compensation Commission. Further, if at any time
before the expiration of the Agreement by the City, the certificate of
authority to self-insure is revoked or is made the subject of any proceeding
which could result in revocation of the cedificate, then the Hauler must
immediately provide written notice of such facts to the City, by certified
mail, return receipt requested directed to Director of Solid Waste Services,
City of Corpus Christi, P.O. Box 9277, Corpus Christi, TX 78469-9277.
Whether workers' compensation coverage is provided through a licensed
insurance company or through self-insurance, the coverage provided must
be in an amount sufficient to assure that all workers' compensation
obligations incurred by the Hauler and its subcontractors will be promptly
met.
B. Certificate of Insurance:
The City of Corpus Christi must be named as an additional insured on
the liability coverage, except for the Workers' Compensation coverage and
a blanket waiver of subrogation on all applicable policies.
If your insurance company uses the standard ACORD form, the
cancellation clause (bottom right) must be amended by adding the
wording "changed or" between "be" and "canceled", and deleting the
words, "endeavor to", and deleting the wording after Uleft".
The name of the project, e.g., "City of Corpus Christi Solid Waste Hauler
Agreement" must be listed under "Description of Operations"
NewPutorPayforBFIcontractrjr020720051 doc Page 2 of 3
At a minimum, a 30-day written notice to the City's Risk Manager of
change or cancellation is required.
If the Certificate of Insurance on its face does not show on its face the
existence of the coverage required by items 1 .B.(1 )-(8), an authorized
representative of the insurance company must include a letter specifically
stating whether items 1 .B.(1)-(8) are included or excluded.
NewPutorPayforBFIcontraclrjrO20720051.do~ Page 3 of 3
WASTE DISPOSAL AGREEMENT
BETWEEN
THE CITY OF CORPUS CHRISTI
AND
BFI WASTE SYSTEMS OF TEXAS, L.P.
R13333AA.doc
Article
1
2
3
4
5
6
7
8
9
10
11
12
13
14
TABLE OF CONTENTS
Subject Page Number
General Provisions .................................................................................... 1
Accepi[able Waste ..................................................................................... 6
Fees ........................................................................................................... 7
Billing and Payments .................................................................................. 7
Landfill Procedures ............................................................................... 8
Assignments ............................................................................................. 10
Insurance ................................................................................................. 10
Indemnification ....................................................................................... 11
Governmental Regula[ion ...................................................................... 13
Suspension for Force Majeure ................................................................. 1 3
Liquidated Damages and Default ............................................................. 14
Representation and Warranties ................................................................ 16
Governing Law and Venue ....................................................................... 17
Miscellaneous Provisions ......................................................................... 17
R13333AA.doc
WASTE DISPOSAL AGREEMENT
This Waste Disposal Agreement ("Agreement") between the City of Corpus Christi ("the
City"), and BFI Waste Systems of Texas, L.P. ("Hauler") requires the City to accept,
process, and dispose of acceptable solid waste brought by the Hauler to the City's J. C.
Elliott Municipal Landfill ("Landfill"), located at 7001 Ayers in the City of Corpus Christi,
Texas, and requires the Hauler to deliver to the Landfill and pay for the disposa~ of a
minimum volume of acceptable Solid Waste under the terms and conditions of this
Agreement.
The parties agree to the following:
ARTICLE 1. GENERAL PROVISIONS.
1,1. Definitions. The following words and phrases have the following meanings when
used in this Agreement:
Acceptable waste means garbage, litter, refuse, rubbish, yard waste, heavy
brush, debris, and construction/demolition materials, but does not include
hazardous, medical, or unacceptable waste.
Act means the Solid Waste Disposal Act, as amended, 42 U.S.C. 6901, et seq.
Bulky items means indoor and outdoor furniture, mattresses and box springs,
carpet, swing sets, plastic swimming pools, large toys, bicycles, fish aquariums,
and large household appliances.
CERCLA means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq.
Clean wood waste means individual pieces of wood of the type normally sold by
lumbe( yards and home improvement centers that is free of hardware and other
large fasteners, such as hinges, hurricane straps, latches, etc., and is not
attached to concrete, wallboard, roofing materials, or other construction
materials.
Coastal Bend Region means Aransas, Bee, Brooks, Duval, Jim Wells, Live Oak,
Kenedy, Kleberg, McMullen, Nueces, San Patricio, and Refugio Counties.
Construction/demolition materials means waste resulting from construction or
demolition projects, including brick, concrete, concrete rubble, gypsum board,
lumber, sheetrock, roofing materials, fixtures (such as bath tubs, shower stalls,
sinks, and toilets), and remodeling debris (such as cabinets, ceramic tile,
Formica, and similar items).
Debris means large waste materials, such as construction/demolition materials,
ashes, roofing materials, dirt, automobile frames, tires, or other bulky heavy
materials.
R13333AAdoc Page 1 of 22
Effective date means July 1,2001.
Force Majeure means any event or condition, whether affecting the Landfill, the
City, or the Hauler, that has, or may reasonably be expected to have, a material
adverse effect on a party's obligation under this Agreement or on the Landfill, if
the event or condition is beyond the reasonable control, based on sound
management or industry practices, and not the result of willful or negligent action
or a lack of reasonable diligence, of the party ("non-performing party") relying the
event or condition as justification for not performing any obligation or complying
with any condition required of the party under this Agreement. The following
events or condition shall, if they meet the requirements of the preceding
sentence, constitute a Force Majeure:
(a) An act of God, storm, flood, or similar occurrence (except for weather
conditions normal for the area) landslide, earthquake, fire, or other
casualty, an act of the public enemy, war, blockage, insurrection, riot,
general arrest or restraint of government and people, civil disturbance or
similar occurrence.
(b) The order or judgment of any Federal, State, or local court,
administrative agency, or governmental officer or body, if it is not also the
result of willful or negligent action or a lack of reasonable diligence of the
non-performing party, and the non-performing party does not control the
administrative agency or governmental officer or body, provided that the
diligent contest in good faith or' any order or judgment does not constitute
or may not be construed as a willful or negligent action or a lack of
reasonable diligence of the non-performing party.
(c) The adoption, promulgation, issuance, material modification, or change
in interpretation, after the date of this Agreement, of any Federal, State, or
local law, regulation, rule, requirement, or ordinance. (A law, regulation,
'rule, requirement, or ordinance is duly adopted, promulgated, issued or
otherwise officially modified or changed in interpretation, when it is in
provisional, interim, or final form and effective or to become effective
without any further action by any Federal, State or local governmental
body, administrative agency, or governmental official having jurisdiction.)
(d) The failure of the City or public utilities having operational jurisdiction in
the area of the Landfill to provide, maintain, and assure the maintenance
of all utilities, services, sewerage, and water lines essential to the
operation of the Landfill, except a failure caused by the gross negligence,
willful action, or a lack of reasonable diligence by the City.
(e) A strike, Iockoul, or other similar labor action;
(f) The failure to obtain or maintain any essential permit or license from
any governmental unit;
R13333AA.doc Page 2 of 22
Garbage means putrescible animal or vegetable matter, such as waste matedal
and refuse usually associated with the preparation of food from kitchens,
residences, grocery stores, butcher shops, restaurants, cafes, hotels, rooming
houses, and boardinghouses, but does not include sewage, body waste, or
industrial byproducts.
Hazardous waste means:
(a) Any waste, material, or substance, which by reason of its composition
or characteristic is regulated as a toxic or hazardous waste or hazardous
substance under applicable laws, including without limitation:
(i) The Solid Waste Disposal Act, also known as the Resource
Conservation and Recovery Act of 1976, as amended, 42 U.S.C.
6901, et seq., as replaced or amended from time to time, and the
rules, regulations, written policies, or written guidelines
promulgated the Act (including without limitation, 40 C.F.R. Section
261.4, which generally excepts household waste from the definition
of Hazardous Waste).
(ii) The Toxic Substances Control Act, 15 U.S.C. 260, et seq., as
replaced or amended from time to time, and the rules, regulations
and written policies and written guidelines promulgated the Act.
(iii) Any State law or regulation or governing the storage,
transpodation, and disposal of solid waste, hazardous waste, toxic
materials, or hazardous substances, including but not limited to the
Texas Solid Waste Disposal Act, Texas Health and Safety Code,
Chapter 361, and 30 Texas Administrative Code Chapter 330.
(b) Radioactive material, which is source, special, nuclear, or by-products
material within the meaning of the Atomic Energy Act of 1954, as replaced
or amended from time to time, and the rules, regulations, and written
policies or written guidelines promulgated under the Act.
(c) Any other waste, material, or substance, which is characterized or
de~ned to be toxic or hazardous by the State of Texas, TNRCC, or
USEPA with respect to the Landfill or by any other Federal or State
regulatory agency having jurisdiction over the Landfill under any written
regulation, policy, guideline, or order having the force of law.
(d) Notwithstanding the above, if the TNRCC or USEPA determine by
wdtten regulation, policy, guideline, or having the force of law in relation
to:
(i) A waste, material, or substance, which is not considered toxic or
hazardous as of the effective date of this Agreement, is toxic or
hazardous, then the waste, material, or substance shall, from the
R13333A. A.doc Page 3 of 22
effective date of the determination by TNRCC or USEPA,
constitutes a hazardous waste for purposes of this Agreement.
(ii) A waste, material, or substance, which is considered toxic or
hazardous as of the effective date of this Agreement, is not toxic or
hazardous, then such waste, material, or substance shall, from the
effective date of the determination by TNRCC or USEPA, no longer
constitutes a hazardous waste for the purposes of this Agreement.
Heavy brush means tree and shrub limbs and trimmings, which are greater than
three (3) inches in diameter, tree trunks, root balls, and other large plant matter.
Household appliance means general household appliance that will not fit into a
refuse receptacle including:
Non-metal appliance, such as a television set, stereo system, video
cassette recorder (VCR), microwave oven, and other similar item
constructed primarily of plastic or other non-metallic pads
Metal appliance, such as a slove, cooking range, oven, dishwasher,
washing machine, clothes dryer, refrigerator, window air conditioning unit,
water heater, lawn mower or edger, and other similar items constructed
primarily of metal parLs.
Household waste means garbage, rubbish, litter, refuse, yard waste, debris, and
limited construction/demolition materials commonly generated by a residential
household.
Jurisdictional waste means waste collected within the City or its industrial
districts.
Landfill means the J. C. EIliott Municipal Landfill located at 7001 Ayers, Corpus
Christi, Texas.
Litter means any rubbish, paper, napkins, straws, cups or containers made of
paper, plastic, Styrofoam (or other similar material), bottles, glass, candy or gum
wrappers, remnants of food, cans, or remnants or pads thereof, or any material
of an unsanitary nature.
Medical waste means waste generated by health-care related facilities and
associated health-care activities, including veterinary services, but not including
garbage or rubbish generated from offices, kitchens, or other non-health-care
activities.
Recyclable means a waste material thai has been designated by the Director for
inclusion in the City's recycling program, that has a useful physical or chemical
property after serving its origina~ purpose, or that may be reused, sold as a
commodity, or converted into another product.
R13333,~A doc Page 4 of 22
Refuse means a mixture oi'garbage, rubbish, and other waste that are normally
placed in a receptacle for collection and disposal, but does not include yard
waste, heavy brush, debris, or construction/demolition materials.
Rubbish means non-decayable solid waste, excluding ashes, that consist of
combustible materials, such as paper, rags, cartons, wood, rubber, plastics, and
similar materials, and noncombustible matter, such as glass, crockery, metal
cans, and similar materials that do not burn at ordinary incinerator temperatures.
Site Operating Plan means the Site Operating Plan for the City of Corpus Christi
J. C. Elliott Landfill generally applicable to customers utilizing the Landfill, as
determined by the City.
Sofid waste means garbage, rubbish, litter, refuse, yard waste, heavy brush,
debris, and construction/demolition materials.
Tipping fee rate means the rate charged to a commercial vehicle disposing of
solid waste at a the City disposal site.
TNRCC means Texas Natural Resource Conservation Commission.
Ton means 2,000 pounds.
Trash means a single item of rubbish, not otherwise defined as debris or
construction/demolition material, but including a small household appliance that
will not fit into a conventional refuse receptacle.
Unacceptable waste means waste that the City is not allowed to accept under the
rules issued by the TNRCC or the Site Operating Plan.
USEPA means the United States Environmental Protection Agency.
Yard Wa'ste means grass clippings, weeds, leaves, mulch, small trees and shrub
limbs, which are less than three (3) inches in diameter and less than five (5) feet
in length, and other similar plant matter.
1.2. Interpretation. In this Agreement, unless the context otherwise requires, words of
masculine gender means and include correlative words of feminine and neuter genders
and words importing the similar number means and include the plural number and vice
versa.
1.3. Term.
1.3.1. Unless sooner terminated under the terms of this Agreement, this
Agreement is in effect and remains in full force and effect the during period from
the effective date through the date the City stops accepting all forms of
acceptable waste at the Landfill from permitted haulers.
R13333AA doc Page 5 of 22
1.3.2. Upon expiration of the term, the Hauler's obligations to deliver acceptable
waste and the Cily's obligations to accept, process, and dispose of acceptable
waste shall terminate.
1.3.3. However, the provisions of Article 8 and Sections 12.3, 14.18, and 14.19
shall survive the termination or this Agreement.
1.3.4. The City will provide the Hauler with annual notice of the anticipated life
span of the Landfill.
1.3.5. The City will provide at least 12 months notice of the date the City will no
longer accept all forms of acceptable waste from permitted haulers at the Landfilt.
1,4. Hauler Required to Obtain City Permits, The Hauler must obtain a solid waste
hauter's permit as required by applicable City ordinances.
ARTICLE 2. ACCEPTABLE WASTE
2.1. Acceptable Waste.
2.1.1. The Hauler shall deliver only acceptable waste,
2.1.2. Any acceptable waste co-mingled with hazardous, medica1, or
unacceptabte waste will be considered unacceptable waste
2.1.3. At any time, the City and Hauler mutually may agree in writing that any
materials, which are defined as unacceptable waste in Section 1.1. of this
agreement, should in the future be reclassified as acceptable waste.
2.2. Guaranteed Tonnage.
2.2.1. Commencing on the erfeclive date, the Hauler guarantees to deliver not
less than 150,000 tons per year ("guaranleed annual tonnage") of jufisdictionaI
waste and acceptable waste collected outside the City's limits to the Landfill, and
the City guarantees that it will accept the waste.
2.2.2. The Hauler shall deliver the guaranteed annual tonnage. The Hauler's
targeted monthly tonnage delivery schedule is attached to and incorporated into
this Agreement as Exhibit A.
2.3. Adjustments to Guaranteed Tonnage.
2.3.1. If no~ithstanding the Hauler's best afro,ts and implementation of best
business practices, the Hauler documents to the reasonable satisfaction of the
City a loss of customers in the Coastal Bend Region, which has resulted in a net
decline of more than 10% of the deliveries to the Landfill by the Hauler, and as a
result the Hauler is unable to deliver the guaranteed tonnage for a period in
R13333A.A doc Page 6 of 22
excess of a year, the parties will act in good faith to renegotiate the guaranteed
tonnage.
2.3.2. The Hauler may request a change in its guaranteed tonnage sixty days
before the annual anniversary date of this Agreement.
2.4. Hauler Agrees Not to Deliver Unacceptable Waste. The Hauler agrees that the
Hauler will not deliver hazardous, medical, or unacceptable waste to the City.
2,5. Ownership of Solid Waste. Any solid waste delivered to the Landfill remains the
property of the generator. Legal title to the solid waste shall never pass to the City.
Upon request, the Hauler will make records available to the City to determine the
generators of any hazardous, medical, or unacceptable waste delivered to the Landfill.
ARTICLE 3. FEES
3.1. Acceptance Fee for Guaranteed Monthly tonnage. The discounted acceptance
fee for acceptable waste delivered by the Hauler to the Landfill is $1 9.50 per ton, plus
any mandated Federal or State fees.
3,2. Payment of Permitting Fees. The Hauler agrees to pay all solid waste permitting
fees imposed by City ordinances.
ARTICLE 4. BILLING AND PAYMENTS.
4.1. Billing. After the end of each month, the City will bill the Hauler for the total fees
due for the billing pedod.
4.2. Payments_ The Hauler shall make payment to the City of the amount of each bill
within 30 days of the billing date ("due date") shown on the bill.
4.3. Overdue Charges. If payment in full is not made on or before the due date, the
Hauler shall pay an administrative late fee of $100 and any amount remaining unpaid
shall bear interest at the rate of one and one half percent (1-1/2%) per month or the
highest rate that may then be lawfully charged and paid, whichever is less, from the due
date to the actual date of payment.
4.4. Disputes.
4.4.1. In the event of a dispute as to any monthly payment the Hauler shall pay
when due the amount of the bill, less the amount in dispute.
4.4.2. The Hauler shall give the City, at the time payment is made on the bill,
written notice of the dispute.
4.4.3. The notice of dispute shall state the amount in dispute and a full statement
of the grounds that form the basis of the dispute.
R13333AAdoc Page 7 of 22
4.4.4. Upon settlement by the parties of the dispute, if the City prevails, the
Hauler shall pay interest on any amount not paid by the due date at the interest
rate specified in Section 4.3.
4.5. Fees Not Subject to Set-Off. The obligations of the Hauler to pay fees under the
terms under this Agreement are not subject to any set-off, abatement, counterclaim,
existence of a dispute or any reason, known or unknown, foreseeable or unforeseeable,
which might otherwise constitute a legal or equitable defense or discharge of the
liabilities of the Hauler under this Agreement or limit recourse to the Hauler.
4.6. Payment of Fees No Bar to Claims for Abatements, Refunds, or Adjustments.
Payments made under this Article do not prejudice the rights of the Hauler to claim
abatements, refunds or adjustments to which it is entitled under this Agreement.
ARTICLE 5. LANDFILL PROCEDURES.
5.1. Acceptance of Solid Waste. The City will accept at the LandFill all acceptable
waste delivered by the Hauler under the terms of this Agreement unless the City has
rejected the solid waste under Section 5.2. of this Agreement.
5.2. Rejection of Solid Waste.
5.2.1, The City is not obligated to accept waste if the Landfill is closed due to a
Force Majeure.
5.2.2. The City is not obligated to accept waste if the Hauler's account is more
than 60 days in arrears of the due date. But the City will accept any acceptable
waste if the Hauler makes a cash payment at the time of delivery.
5.2.3. The Hauler fails to comply with any published delivery procedures.
5.2.4. If a delivery of solid waste contains both acceptable waste and any
hazardous, medical, or unacceptable waste.
5.3. Improper Delivery of Hazardous, Medical, or Unacceptable Waste to Landfill.
The Hauler agrees to comply with the provisions in the Site Operating Plan relating to
the improper delivery of hazardous, medical, or unacceptable waste and the procedures
for removing any hazardous, medical, or unacceptable waste from the Landfill. The
Hauler agrees to pay any charges relating to the removal and disposal of hazardous,
medical, or unacceptable waste that would be charged to any other permitted hauler
that improperly delivered hazardous, medical, or unacceptable waste to the Landfill.
5,4. City Not Required to Screen Waste. Nothing in this Agreement obligates the
City to screen waste or to detect hazardous, medical, or unacceptable waste delivered
by the Hauler.
R13333AA doc Page 8 of 22
5.5. Delivery Schedule.
5.5.1. During the term, the Hauler may deliver acceptable waste to the Landfill
during its normal posted hours of operations.
5.5.2. The City will open the landfill for at least 58 hours, during weeks without
City holidays.
5.5.3. The City will consider requests for additional hours based on special
needs of the Hauler and the availability of Landfill personnel.
5.5.4. Except in a Force Majeure, the City will provide the Hauler with at least 48
hours advance notice of any changes in the hours or days of operation.
5.6. Delivery Procedures.
5,6.1. The delivery of solid waste to the Landfill shall be regulated by the
provisions of the Site Operating Plan. Copies of the relevant provisions will be
provided by the City to the Hauler from time to time. The terms and conditions in
the Site Operating Plan are intended to reflect the actual procedures and
operations at the Landfill. An extract of the relevant provisions of the current Site
Operating Plan is attached as Exhibit B.
5.6.2. The City reserves the right to redirect the Hauler's trucks from the working
face to an on-site transfer station.
5.7. Delivery Vehicles.
5.7.1. Acceptable waste must be delivered by the Hauler, at its expense, to the
Landfill in enclosed container vehicles or enclosed compactor vehicles complying
with any applicable State laws and regulations and City ordinances regulating the
permitti0g of haulers, vehicles, and containers, regulating the marking of solid
waste vehicles and con(ainers, setting insurance requirements for haulers and
vehicles, and identifying the generators of solid waste being delivered to the
Landfill.
5.7.2. The City may provide for a system for the identification of delivery
vehicles, including, without limitation, identification of the Hauler, identification of
the specific vehicle, and tare weight of the vehicle or containers used to haul
solid waste to the Landf~ll.
5.7.3. The City is under no obligation to accept acceptable waste from persons
or vehicles not complying with the permitting and marking systems, the insurance
requirements, or the delivery procedures established by the City.
5.7.4. The City may enforce compliance with permitting and marking systems
and delivery procedures by denial of disposal privileges and such other means
as it may reasonably determine to be necessary and appropriate.
R13333AA doc Page 9 of 22
5.8. Front of Line Privileges,
5.8.1. The City will provide front of line privileges to the Hauler and other haulers
with "put or pay" contracts with the City.
5.8.2. The City may at its discretion suspend fronl of line privileges under this
agreement when waiting times to tip for other permitted haulers at the Landfill
approach thirty (30) minutes.
ARTICLE 6. ASSIGNMENTS.
6.1. Assignment By Hauler. The Hauler may not assign or transfer, directly or
indirectly, its interest in and to this Agreement, without the consent of the City Manager,
which consent will not be unreasonably withheld, delayed, or subject to unreasonable
conditions.
6.2. Assignment By City. The City may, with prior written notice to the Hauler, assign
all or any portion of this Agreement for any lawful purpose. The assignment of all or any
portion of this Agreement does not refieve the City of any obligation under this
Agreement without the consent of Hauler.
ARTICLE 7. INSURANCE.
7.1. Insurance Requirements. Insurance requirements are attached to and
incorporated into this Contract as Exhibit C attached to and made a part of this
Agreement, and may be revised annually by the City's Contract Administrator upon
thirty (30) days written notice to Hauler.
7.2. Insurance Required by Subcontractors. Any subcontractor, which is hired by
Hauler to deliver solid waste to the Landfill, must maintain the same insurance as
specified in Exhibit C prior to delivering any solid waste to the Landfill.
7.3. Certificates of Insurance. Before activities can begin under this Contract,
Hauler's and any subcontractor's insurance company(les) must deliver Certificate(s) of
Insurance, as proof or the required insurance coverages to the City's Contract
Administrator.
7.4, Notice of Cancellation, Material Change, or Intent Not to Renew. Additionally,
the Certificate(s) must state that the City will be given at least thirty (30) days notice by
certified mail of cancellation, material change in the coverages, or intent not to renew
any of the policies.
7.5. City Named As Additional Insured. The City must be named as an Additional
Insured in each policy. The City Attorney must be given copies of all insurance policies
within 15 days of the City's Contract Administrator's written request.
7.6. Waiver of Claim of Recovery. The Hauler waives any claim for recovery from the
City for any injury, loss, or damage to Hauler resulting from the performance of this
R13333AA dec Page 10 of 22
Agreement, to the extent compensation for the injury, loss, or damage shall have been
recovered under any insurance policy.
7.7. Written Notice of Injury, Loss, or Damage Required. Immediately upon the
occurrence of any injury, loss or damage resulting from the performance of this
Agreement, written notice shall be given to the City's authorized representative.
ARTICLE 8. INDEMNIFICATION
8.1 Indemnification for Death, Personal Injury, or Property Damage.
8.;/.1. To the extent allowed by Texas law, Hauler, its officers,
members, partners, employees, agents, subcontractors, and
licensees shall fully indemnify, save, and hold harmless the City,
its officers, employees, agents, licensees, and invitees ("City
indemnitees") against any and all liability, damage, loss, claims,
demands, judgments, actions, costs, and expenses (including
reasonable attorney's fees and expenses) of any nature
whatsoever on account of personal in. iuries (including, without
limitation on the foregoing, workers' compensation and death
claims), or property loss or damage of any kind whatsoever,
which arise out of or are in any manner connected with, or are
claimed to arise out of or be in any manner connected with the
Hauler's defivery of solid waste to the Landfifl under this
agreement.
8.1.2. To the extent allowed by Texas law, the City shall fully
indemnify, save, and hold harmless the Hauler, its officers,
employees, agents, licensees, and invitees ("Hauler
indemnitees") against any and all liability, damage, loss, claims,
demands, judgments, actions, costs, and expenses (including
reasonable attorney's fees and expenses) of any nature
whatsoever on account of personal injuries (including, without
limitation on the foregoing, workers' compensation and death
claims), or property loss or damage of any kind whatsoever,
which arise out of or are in any manner connected with, or are
claimed to arise out of or be in any manner connected with the
City's delivery of solid waste to the Landfill under this
agreement.
8.2. Indemnification for Improper Disposal of Hazardous, Medical, or
Unacceptable Waste. If the City elects to dispose of any hazardous,
R13333AAdo¢ Page 1 1 of 22
medical, or unacceptable waste, the Hauler shall indemnify and hold
the City indemnitees harmless from and against all liabilities, losses,
damages, costs, expenses, and disbursements, including reasonable
legal fees and expenses arising out of the processing or disposal by
the person of unacceptable waste or waste not constituting
acceptable waste delivered by the Hauler and incidental and
consequential damages incurred by the City indemnitees.
8.3. Indemnification for Violations of Any Federal or State Laws and
Regulations. The Hauler shall hold harmless and indemnify the City
indemnitees from and against any expense, fine, or penalty, including
attorneys fees, and shall defend the indemnitees in any proceeding,
including appeals, for violation of any Federal or State law, rule, or
regulation relating to the collection, transportation, and disposal of
solid waste arising out of the any of the following:
8.3.1. The negligence or wrongful misconduct of the Hauler, its
directors, officers or partners, employees, contractors, or
agents.
8.3.2. The failure by the Hauler, its directors, officers or
partners, employees, contractors, or agents to comply with
applicable law, rule, or regulation.
8.3.3. The delivery by the Hauler of any Hazardous Waste or
hazardous, medical, or unacceptable waste to the Landfill.
8.4. Duty to lnvestigate, Defend, Settle, and Pay Any Claims and
Demands.
8.4.1. Hauler must, at its own expense, investigate all those
claims and demands, attend to their settlement or other
disposition, defend all actions with counsel satisfactory to City
indemnitees, and pay all charges of attorneys and all other cost
and expenses of any kind arising from any of said liability,
damage, loss, claims, demands, or actions.
8.4.2. To extent authorized by law, the City must, at its own
expense, investigate all those claims and demands, attend to
their settlement or other disposition, defend all actions with
counsel satisfactory to Hauler indemnitees, and pay all charges
of attorneys and afl other cost and expenses of any kind arising
R13333AA doc Page 12 of 22
from any of said liability, damage, loss, claims, demands, or
actions.
ARTICLE 9. GOVERNMENTAL REGULATION.
9.1. Jurisdiction. The City and the Hauler acknowledge that the collection,
transportation, and disposal of solid waste is subject to regulation under both Federal
and State laws and regulations and the jurisdiction of various governmental agencies,
including, without IJmitalion, USEPA, TNRCC, and the Texas Depadment of Public
Safety
9.2. Compliance with Laws, Regulations, and Ordinances Relating to the
Collection, Transportation, and Disposal of Solid Waste. The City and the Hauler
agree, at their own expense, (subject to the provisions in this Agreement relating to
Change in Law and Force Majeure), to materially comply with all applicable law,
statutes, rules, regulations, ordinances, and Site Operating Procedures applicable to
them in connection with this Agreement and the transactions contemplated by this
Agreement. The law, statutes, rules, regulations, and ordinances may include, without
limitation, actions taken by the Texas Department of Transportation and City of Corpus
Christi to regulate vehicle traffic associated with the Landfill.
9.3. Compliance with Other Laws and Regulations and Industry Standards by
Hauler. Hauler shall comply with alt other applicable laws, rutes, regulations,
ordinances, permits, and requirements of any governmental entity having jurisdiction,
includin9 all applicable health and safety, anti-discrimination, affirmative action, and
minority business opportunity laws, and all applicable industry codes, specifications,
and standards respecting Hauler's business and operation.
9.4. Compliance by Hauler's Agents and Subcontractors. The Hauler agrees to
take all necessary action to cause persons delivering waste on its behalf to the City to
comply with anY law, statute, rule, regulation, order, standard, Site Operating
Procedures, Or ordinance of the City of Corpus Christi, USEPA, TNRCC, the Texas
Department of Public Safety, and any other authorized Federal or State agency or law
enforcement organization.
ARTICLE 10_ SUSPENSION DUE TO FORCE MAJEURE.
10.1. Suspension of Obtigations.
10.1.1 A delay or failure of performance under this Agreement by either party
shall not constitute an event of default or cause for any liability under this
Agreement to the extent caused by Force Majeure.
10.1.2. Any delay or failure caused by a Force Majeure shall be excused at any
time performance is affected by a Force Maieure and during the period as may
be reasonably necessary for the affect party, using its reasonable efforts to
correct the adverse effects of the Force Majeure.
R~3333A.A doc Page 1 3 of 22
10.1.3. If the Force Majeure causes a reduction, but not a complete suspension
in the ability of the City in connection with the operation of the Landfill to accept,
process, or dispose of acceptable waste, then subject to then existing
commitments of the City with respect to the Landfill, and the requirements of all
applicable permits, consents ,and approvals of the USEPA, TNRCC, and other
governmental entities, the City shall use its reasonable efforts to allocate a
portion of the reduced capacity of the Landfill to the Hauler. The allocation of
landfill capacity shall be determined by the City in its sole discretion.
10.1.4. The party relying on a Force Majeure as justification for a delay or failure
of performance under this Agreement shall give the other party prompt written
notice of the Force Majeure.
10.2. Efforts to Remove Condition. A party whose performance is adversely affected
by a Force Majeure shall use its reasonable efforts to overcome or remove the Force
Majeure.
10.2.1. After the completion of a suspension due to the Force Majeure and to the
extent the City has the capacity to accept and dispose of excess waste, the City
shall use its reasonable efforts to accept acceptable waste collected by the
Hauler, which the Hauler was unable to deliver to the City during the Force
Majeure period.
10.2,2. The City is not obligated to accept acceptable waste to the extent that
the acceptance, processing, or disposal of the acceptable waste is contrary to or
in violation of or would cause the City to be in violation of any permits and
approvals for the Landl~ll.
10.2.3. in the event that Hauler is prevented from delivering acceptable waste to
the Landfill as a result of the Force Majeure, Hauler shall still be required to
deliver such tonnage as is reasonably practicable under the circumstances. The
parties shall negotiate and agree on the period during which Hauler is entitled to
cure any resulting shortfall.
10.3. Change in Taxes, Fees, Assessments, and Charges. The adoption of any law,
regulation, rule, or ordinance that imposes or amends any tax, fee, assessment, or
charge does not constitute a Force Majeure.
ARTICLE 11. LIQUIDATED DAMAGES AND DEFAULT.
11.1. Suspension of Service by City. If the City tails to accept acceptable waste at
the Landfill as required by the terms DJ: this Agreement, the Hauler may select an
alternate disposal site and be credited for any acceplable waste derivered to an
alternate disposal site for the period ct the failure by the City. If the conditions continue
for more than thirty (30) days, this Agreement automatically terminates.
11.2. Events of Default of the City. The City is in default if it makes a general
assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated
R13333A.A doc Page 14 of 22
insolvent or bankrupt, petitions or applies to any tribunal for any custodian, receiver, or
trustee for it or any substantial part of its property, commences any proceeding relating
to it under any bankruptcy, reorganization, arrangement, readjustment of debt,
dissolution, or liquidation law or statute of any jurisdiction, whether now or after the
effective date of this Agreement is in effect, or if there shall have been filed any such
proceeding, in which an order for relief is entered or which is not dismissed for a period
of sixty (60) days or more, or if by any act indicates the City's consent to, approval of, or
acquiescence in any petition, application, or proceeding or order for relief or the
appointment of any custodian, receiver of, or any trustee for the City or any substantial
part of the City's property, or suffers any custodianship, receivership, or trusteeship to
continue undischarged for a period of sixty (60) days or more.
11.3. Events of Default of Hauler. Each of the following shall be an event of default
by the Hauler under this Agreement and are grounds for termination of the Agreement:
11.3.1_ The Hauler fails to pay any amounts, including without limitation, the
acceptance fee, and any amounts payable under Sections 5.2 or 5.3, which
become due under this Agreement, within thirty (30) days of notice of
delinquency from the City.
11.3.2. The Hauler fails to observe and perform any other material term,
covenant, or agreement contained in this Agreement, the Site Operating Plan, or
other agreements or policies to which either the Hauler is subject and the failure
continues for a period of thirty (30) days after written notice to the Hauler
specif:ying the nature or the failure and requesting that it be remedied.
11.3.3, The Hauler fails to keep all insurance policies in force for the entire term
of this Agreement is grounds for termination.
11.3_4. The Hauler makes a general assignment for the benefit of creditors, files
a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies
to any tribunal for any custodian, receiver, or trustee for it or any substantial part
of its property, commences any proceeding relating to the Hauler under any
bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or
liquidation law or stalute of any jurisdiction, whether now or after this Agreement
is in effect, or if there is or has been filed any proceeding, in which an order for
relief is entered or which is not dismissed for a period of sixty (60) days or more,
or if by any act indicates the Hauler's consent to, approval of, or acquiescence in
any petition, application, or proceeding or order for relief or the appointment of
any custodian, receiver of, or any trustee for the Hauler or any substantial part of
the Hauler's property, or suffers any custodianship, receivership, or trusteeship to
continue undischarged for a period of sixty (60) days or more.
11.4. Remedies on Default. Whenever any event of default occurs and is continuing,
the non-defaulting party has the following rights and remedies:
R13333A. A doc Page 15 of 22
11.4.1. Upon ten (10) days written notice to the City, if the City is then in default,
the Hauler has the option to terminate this Agreement, unless the event of default
is fully cured prior to the expiration of ten (10) day period or unless during the
period the City has taken remedial steps the effect orwhich would be to enable
the City to cure the event of default within a reasonable period of time (which, if
the event of default is a default in the payment of monies and results from
restraint by a court or regulatory agency, means the undertaking and prosecution
of prompt, diligent, good faith efforts to remove the restraint);
11.4.2. Upon ten (10) days written notice to the Hauler, if the Hauler is then in
default, the City shall have the option to terminate this Agreement, unless the
event of default is fully cured prior to the expiration often (10) day period or
unless during the period the Hauler has taken remedial steps the effect of which
would be to enable the Hauler to cure the event of default within a reasonable
period of time (which, if the event or default is a default in the payment of monies
and results from restrain[ by a court or regulatory agency, means the undertaking
and prosecution of prompt, diligent, §cod faith efforts to remove the restraint);
11.4.3. Upon written notice to the Hauler, if the Hauler has defaulted, the City
shall have the option, without terminating this Agreement, to stop accepting
acceptable waste delivered or tendered for delivery by the Hauler, until the
default is cured or this Agreement is terminated. The City may concurrently
pursue any other remedies to which it is entiUed at law or in equity for the default.
ARTICLE 12. REPRESENTATION AND WARRANTIES,
12.1. Representations and Warranties of the Hauler.
12.1.1. The Hauler by this Agreement represents and warrants to the City that
this Agreement has been executed by authorized officers of the Hauler, and has
before entering this Agreement delivered to the City evidence of the authority,
12.1.2. The Hauler has the full power and authority to execute and deliver this
Agreement to the City and to carry out the obligations and transactions
contemplated by this Agreement throughout its term.
12.1.3. There is no claim or litigation pending or to the knowledge of the Hauler,
threatened that questions this Agreement or that affects or may affect the
obligations and transactions contemplated by this AgreemenL
12.2. Representations and Warranties of the City.
12.2.1. The City by this Agreement represents and warrants to the Hauler that
the City has the full power and authority to execute and deliver this Agreement to
the Hauler and to carry out the obligations and transactions contemplated by this
Agreement.
R1~333AA doc Page 16 of 22
12.2.2, There is no claim or litigation pending orto the knowledge of the City,
threatened that questions this Agreement or that affects or may affect the
obligations and transactions contemplated by this Agreement.
12.3. Liability for Breach. It is understood and agreed that the signatories to this
Agreement are liable to each other in the manner and to the extent provided by law for
any loss or harm occasioned by the breach of any term, covenant, agreement,
undertaking, or obligation of this AgreemenL This section shall survive the term of this
Agreement.
ARTICLE 13. GOVERNING LAWAND VENUE.
13.1. Laws of Texas Applicable_ The interpretation and performance of this
Agreement shall be under and controlled by the laws of the State of Texas.
13.2. Venue. The sole and exclusive forum for the initial determination of any question
of law or fact to be determined in any judicial proceeding relating to this Agreement shall
be any court of competent jurisdiction in Nueces County, State of Texas, including the
United States District Court for the Southern District of Texas, Corpus Chdsti Division.
13.3. Agreement Not Affected by Pending Litigation. Except as otherwise
specifically provided in this Agreement, the pendency of any claim or litigation does not
affect the obligations of the parties to make any paymenl or render any service required
by this Agreement or the rights of the parties under this Agreement.
ARTICLE 14. MISCELLANEOUS PROVISIONS.
14.1. Entire Agreement. This Agreement merges and supersedes all prior
negotiations, representations, and agreements be[ween the parties. This Agreement
constitutes the entire agreement between the parties to this Agreement in respect of the
subject matter of this Agreement.
14.2. Waiver. No delay in exercising or the failure to exercise of any right or remedy
accruing to or in favor of any party under this Agreement impairs any right or remedy or
constitutes a waiver of the right or remedy. Every right and remedy given under this
Agreement or by law may be exercised from time to time and as often as may be
deemed expedient by the parties to this Agreement.
14.3. Amendments and Modifications. This A9reement may not be amended or
modified except in writing. The amendment or modification must be signed on behalf of
both parties by their duly authorized officers.
14.4. Independent Contractor. Hauler will perform the services hereunder as an
independent contractor and will furnish such services in its own manner and method,
and under no circumstances or conditions may any agent, servant, or employee of
Hauler be considered as an employee of the City.
R13333AAdoc Page 17 of 22
14.5. Subcontractors.
14.5.1. Hauler may use subcontractors in connection with the work performed
under this Agreement. When using subcontractors, however, Hauler must obtain
prior written approval from the Contract Administrator.
14,5.2. In using subcontractors, Hauler is responsible for all their acts and
omissions to the same extent as if the subcontractor and its employees were
employees of Hauler.
14.5.3. All requirements of this Agreement imposed on the Hauler are applicable
to all subcontractors and their employees to the same extent as if the Hauler and
its employees had performed the services.
14.6. Successors and Assigns. This Agreement inures to the benefit of and binds the
respective successors and permitted assigns of the parties to this Agreement.
14.7. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement including deductions for non-performance and authorizations for payment.
All of Hauler's notices or communications regarding this Agreement must be directed to
the Contract Administrator, who is the City's Oirector of Solid Waste Services.
14.8. Notices. All written notices, reports, and other documents required or permitted
under this Agreement must be in writing and are deemed to have been given when
delivered personally or deposited in the mails, postage prepaid, registered or certified
mail, return receipt requested, or by commercial overnight courier addressed to the
party to whom notice is being given at the party's address set forth below. Either party
may change its address by sending written notice that complies with this Section.
Hauler:
BFI Waste Systems of Texas, L.P.
Attn: Mickey Shuford
P.O. Box 9236
Corpus Christi, Texas 78469-9236
City:
Director of Solid Waste Services
City of Corpus Christi
2525 Hygeia Street
P.O. Box 9277
Corpus Christi, Texas 78469-9277
14.9. Representatives. For billing purposes, the parties designate the following
representatives and addresses:
Hauler:
BFI Waste Systems of Texas, L.P.
Attn: Mickey Shuford
P.O. Box 9236
Corpus Christi, Texas 78469-9236
R13333A.A doc Page 18 of 22
City:
City of Corpus Christi - Financial Services
Accounts Receivables
1201 Leopard Street
P.O. Box 9257
Corpus Christi, Texas 78469-9257
14.10. Fiscal Year. All parties recognize that the continuation of any contract after the
close of any fiscal year of the City, which fiscal year ends on July 31 annually, is subject
to appropriations and budget approval providing for such contract item as an
expenditure in that budget. The City does not represent that the budget item will be
actually adopted, that determination is within the sole discretion of the City Council at
the time of adoption of each budget.
14.11. Right to Most Favorable Acceptance or Tipping Fees.
14.11.1. If the City enters into an agreement with any other company, person, or
legal entity that provides so~id waste hauling services or generates, disposes, or
transports solid waste to the City's landfill (or enters into a renewal, modification,
extension of any existing agreement with such a party), and the document
contains provisions for acceptance or tippin9 fees more favorable to the other
party than those in this Agreement, the Hauler shall have the right either to
terminate this Agreement or to amend this Agreement to contain such more
favorable terms and provisions.
14.11,2. An agreement that offers an equivalent discounted acceptance fee for a
commitment to deliver all tonnage collected within the boundaries of the Coastal
Bend Council of Governments ("CBCOG") instead of a guaranteed annual
tonnage is considered comparable to this Agreement if the other terms and
conditions are similar to this agreement. An agreement based on delivery of all
tbnnage collected within the CBCOG boundaries will include the right of the City
to audit for compliance and penalties for failure to deliver all tonnage from the
area.
14.11.3. The City will not offer similar agreements to a hauler that has not had a
solid waste hauler permit for at least 12 months.
14.12. City Reserves Legislative Authority. Nothing in this contract restricts the right
of the City Council to amend the City's Code of Ordinances, including its authority to
regulate, permit, and franchise solid waste haulers operating within the City or using the
City's solid waste disposal facilities; regulate the storage, transportation, and disposal of
any solid waste generated within the City or its industria~ districts; or impose taxes,
surcharges, utility fees, or ether fees, including generator fees, on residents,
commercial and industrial facilities located within the City and industrial districts and
customers from outside the City who use any of the City's so,id waste disposal facilities
or services; and including the setting of disposal or tipping fees at City disposal facilities
within and outside the City limits.
R13333AAdoc Page 19 of 22
14.13. Further Actions. Each party agrees that it will, at its own expense, execute any
and all certificates, documents, and other instruments, and take other actions as may be
reasonably necessary to give effect to the terms of this Agreement.
14,14_ Duplicate Originals. This Agreement may be executed in duplicate originals,,
any one of which is considered to be the original Agreement for aTI purposes.
14.15. Severability. In the event that any of the provisions, portions, or applications of
this Agreement are held to be unenforceable or invalid by any court of competent
jurisdiction, the City and the Hauler shall negotiate an equitable adjustment in the
provisions of this Agreement with a view toward effecting the purpose of this
Agreement, and the validity and enforceability of the remaining provisions, podions, or
applications of this Agreement are not be affected by the defect in the provision, portion,
or application of the Agreement that was ruled unenforceable or invalid.
14.16. Rights of Third Parties. Nothing in this Agreement is intended to confer any
right on any person other than the parties to this Agreement and their respective
successors and assigns; nor is anything in this Agreement intended to modify or
discharge the obligation or liability of any third person to any party to this Agreement or
give any third person any right of subrogation or action over or against any party to this
Agreement.
14.17. Headings for Convenience. The headings in this Agreement are for
convenience and reference only and in no way define or limit the scope or content of
this Agreement or in any way affect its provisions.
14.18. Publicity and Property Rights.
14.18.1. The Hauler may not advertise or otherwise use its relationship with the
City under this Agreement in any public disclosure without the prior written
consent of the City. The prohibition includes, without limitation, brochures,
listings, references, advertisements, announcements, or other release of
information concerning the existence, conlenl or performance under this
Agreement to any third party.
14.18.2. The Hauler is not permitted to photograph, film, tape or other make
audio or visual recording at, or allow any unauthorized person to enter the
Landfill without the express prior written consent of the City's Director of Solid
Waste Services.
14.18.3. The Hauler may not use or permit the use of the trade or service
names, marks, orlogos of the City or any of its affiliates in any manner.
14.18.4, The Hauler's obligations under this Section 14.12 shall survive the
expiration or termination of this Agreement.
14.19. Survival of Obligations. No[withstanding the expiration or the termination of
this Agreement under its terms, any duty or obligation of Hauler, which has not been
R13333AA doc Page 20 of 22
fully observed, performed, or discharged, and any right, unconditional or conditional,
which has been created for the benefit of the City, and which has not been fully enjoyed,
enforced, or satisfied (including but not limited to the duties, obligations, and rights, if
any, with respect to secrecy, indemnity, warranty, guaranty) shall survive the expiration
or termination of this Agreement until the duty or obligation has been fully observed,
performed, or discharged and the right has been fully enjoyed, enforced, and satisfied.
14.20. Exclusivity of Remedies. Neither party shall be liable for or obligated to pay
punitive, consequential, special incidental, or indirect damages in connection with the
performance of this Agreement.
The parties to this Agreement have caused this Agreement to be executed on the date
the City's representative executes this agreement. This Agreement is intended to take
effecLas a sealed instrument
AGREED TO BY:
BFI WASTE SYSTEMS OF TEXAS, L.P.
William Davis
District Manager
Date: u{
THE STATE OF TEXAS §
COUNTY OF~i~L'L.E ~ §
This instrument was acknowledged before me on ,2001,
by William Davis, District Manager, on behalf of BFI Waste Systems of Texas, L.P., a
limited partnership.
State of Texas
NOTARY PUBLIC ~
S~le of Toxa~ .
R13333A~ doc Page 21 of 22
CITY ~F CORPUS CHRISTI
Attest: ~
Armando Chapa
City Secretary
Approved as to form: This .,~t,J-~'day of
James R. Bray, Jr.
City Attorney
Fi rs ~'As'sista n t/City Attorney
THE STATE OF TEXAS §
COUNTY OF NUECES ' ,.~ /
/..~This instrument was acknowledged before me on ("-'/~¢-- ~0(¢ ,2001,by
'David R. Garcia, City Manager of the City of Corpus ~dsti, a Texas Municipal
C°rp°~7~~p°rati°n'
State
of
Texas
~ ~ MyOomm ~p 11-~.2003
R13333AA doc Page 22 of 22
EXHIBIT A
TARGETED MONTHLY TONNAGE
DELIVERY SCHEDULE
Month
Targeted Monthly tonnage
January ............................................................................................................................
February .........................................................................................................................
March ..............................................................................................................................
April ..................................................................................................................................
May ...................................................................................................................................
June ...................................................................................................................................
July ..................................................................................................................................
August ...............................................................................................................................
September .......................................................................................................................
October ............................................................................................................................
November .........................................................................................................................
December ........................................................................................................................
Total Guaranteed Annual Tonnage ...................................................................................
R13333AA.doc A-1
EXHIBIT B
EXTRACTS FROM
SITE OPERATING PLAN
CITY OF CORPUS CHRISTI
J. C. ELLIOTT LANDFILL
PERMIT 423A
R13333AA.doc B - 1
4. OPERATIONAL PROCEDURES
4.1. Access Control
Public access to the landfill is limited to one existing main enf. rance from Ayers Street
(State Highway 286). Gate house personnel control access and monitor all vehicles
entering and exiting the site. Additionally, two other private entrance/exits gates are
located at this site; one gate being at the northwest corner and the other at the
southwest corner of the landfill on Greenwood Drive. These gates are used from time
to time to move equipment to and from maintenance shops, as construction contractor
entrances, and other such activities not directly associated with waste hauling.
4.1.1. Access From Public Road
Access to the site will be from Ayers Street (State Highway 286) at the existing site
entrance. Ayers Street is a two-way, two-lane asphalt-paved road, with an average
pavement width of 20 feet. A site sign is prominently displayed adjacent to the gate
entrance.
4.1.2. Vehicle Access
All waste-hauling vehicles will deposit their loads at the working face or the designated
processing area. OnTy landfill construction vehicles, landfill personnel vehicles, and the
authorized haul vehicles will have access to the active portion of the landfill.
4.1.3. All-Weather Access
The existing site entrance is paved asphalt drive that transitions into a caliche road.
The caliche on-site roads will be maintained for all-weather access by site personnel.
The entrance to the facility from Ayers Street and all interior access roads within the site
are all-weather roads. Prior to inclement weather, an all-weather access area will be
constructed. All-weather road and access area are provided to the active disposal area,
and consist of a minimum of 8 inches of crushed caliche and/or crushed asphalt. A pad
(may vary in size) may be constructed by the disposal area so that disposal vehicles will
have enough room to maneuver while they are disposing of the waste. The
caliche/asphalt materials used for all-weather road construction will be salvaged and
reused as the access road locations change across the site. Haulers will dump waste at
the ed9e of this designated area and allow the compactor to push the waste into the fill.
Therefore, no separate wet-weather operations area will be necessary.
4.1.4. Traffic Control
The entrance to the landfill is located on the southeast corner of the site. The gate
attendant will restrict site access only to authorized vehicles and will direct these
vehicles appropriately.
R13333AA.doc E~ - 2
Solid waste transportation vehicles will be weighed at the gate scale and then directed
to the active portion of the landfill. Site personnel, signs, and barricades will provide
traffic directions as necessary to expedite safe movement of vehicles.
4.1.5 Site Security
Site security measures are designed to prevent unauthorized persons from entering the
site, to protect the facility and its equipment from possible damage caused by
trespassers, and to prevent disruption of facility operations caused by unauthorized site
entry.
Unauthorized entry into the site is minimized by controlling access to the landfill site with
the perimeter fence and locked gates at all entrances.
The main site entrance (Ayers Street) is secured by a gate which is monitored by the
office/gate attendants during normal site operating hours. Outside normal operating
hours, the gate to the site will be locked. All other entrances will remain locked or
attended by site personnel.
Entry to the active portion of the site will be restricted to designated personnel,
approved waste haulers, and properly identified persons whose entry is authorized by
site management. Visitors may be allowed on the active area only when accompanied
by a site representative.
4.2. Unloading Wastes
The landfill is authorized to receive municipal solid waste and those special solid wastes
allowable under , 330.136 of the Texas Natural Resource Conservation Commission
("TNRCC") Municipal Solid Waste Management Regulations ("MSWMR"), 30 TAC
Chapter 330. (Note: Underlined text has been added for clarity.) The site is not
authorized to receive regulated hazardous wastes or radioactive wastes. These
categories of wastes are prohibited at this site by stale and federal regulations (refer to
Section 6 - Waste Screening Plan). Special wastes will not be handled at this landfill
except in accordance with TNRCC regulations and Section 4.20 -Disposal of Special
Wastes of this SOP.
The unloading of solid waste will be confined to as small an area as practical. Trained
personnel will monitor the incoming waste on the trucks. These personnel are familiar
with the rules and regulations governing the various types of waste that can or cannot
be accepted into this facility, including knowledge of '330.136 of the MSWMR. The
personnel also have a basic understanding of both industriat and hazardous waste and
their transportation and disposal requirements. Solid waste dumping will be controlled
to prevent disposal in locations other than those specified by site management.
Unloading of waste in unauthorized areas is prohibited and site personnel shall take the
R13333AA doc B - 3
necessary steps to ensure compliance with this provision. Any waste deposited in an
unauthorized area shall be removed promptly and disposed of properly.
Rules for waste disposal and prohibited waste will be prominently displayed on signs at
the site entrance. Refer to Section 6 -Waste Screening Plan for specific waste
handling procedures.
4.3. Hours of Operation
The facility is open for operation six days a week, Monday through Saturday. Normal
operating hours for receiving wastes will be between 7:00 a.m. to 7:00 p.m., Monday
through Saturday. The site will be closed on Sundays and certain holidays. Operation
on Sundays will be limited and only held in conjunction with special events such as
community clean ups.
Operation of the site for special occasions, special purpose events, or other special
occurrences will also be within the approved times of 7:00 a.m. and 7:00 p.m.
Operation on certain Holidays will be conducted from 6:00 a.m to 2:00 p.m. to
accommodate the needs of customers.
4.4. Site Signs
An entrance sign is displayed at the entrance to the site. This sign states the name of
the site, type of site, hours and days of operation, and the TNRCC permit number. A
sign prohibiting certain types of waste such as hazardous waste, Class I waste, and
smoking will be posted outside the landfill entrance.
4.5. Control of Windblown Wastes and Litter
Windblown wastes will be controlled by several means,
All waste transportation vehicles using this facility will be required to have in-
place adequate covers or other means of containment for the wastes they
transport. The adequacy of covers or containment of incoming wastes will be
checked at the facility entrance.
To fur[her minimize windblown wastes, the facility will provide litter control
fences, as necessary, at appropriate locations near the working face and
elsewhere. The litter control fence will be at least 5 feet high and will be located
as close as practical to the landfilling area.
S
Periodically (at least weekly), as part of the overall site maintenance program,
facility personnel will collect windblown waste materials which may have
accumulated on-site and on both on and off-site access roads.
The working face of the active disposal area shall be covered dally to avoid
prolonged exposure of wastes, and to minimize windblown material.
R13333A.Adoc B - 4
4.8. Control of Waste Spilled on Route to the Site
The Landfill Superintendent will take sleps to ensure that vehicles hauling waste to the
site are enclosed or provided with a tarpaulin, net. or other means to properly secure
the load. These steps are necessary to prevent the escape of any part of the load by
blowing or spilling, Signs stating this policy will be posted and offenders may be
reported by the Landfill Superintendent to proper law enforcement officers. The Landfill
Superintendent will be responsible for the cleanup of waste materials spilled along and
within the right-of-way of all public access roads serving the site for a distance of 2
miles in either direction from any entrance used for delivery of waste to the site. The
LandDI Superintendent wil~ consult with officials of the Texas Department of
Transportation concerning cleanup of state highways and right-of-ways.
4.9. Disposal of Large Items
Large appliances and other heavy items will not be placed within 5 feet of the liner.
Items classified as large, heavy, or bulky may include, but are not limited to, white
goods (household appliances), air conditioner units, and large metal pieces. In addition
the site will maintain a Steel Recycling area near the site main entrance where large
appliances and other metallic items can be stored until recycled. CFC removal will be
conducted at this area. CFC's wil~ be removed at least semi-monthly. Appropriate
house keeping will be maintained at all times.
4.10. Air Quality Control
Measures to control air pollution may include, but are not limited to, the following items:
$ No open burning of waste will be permitted at the proposed facility
Freshly landfilled waste will be promptly covered with dirt or approved alternative
daily covers,
$ Odor masking agents such as sanifoam may be utilized as necessary
$ Ponded water at the site will be controlled as detailed in Section 4.19
$ Accidental fires will be controlled as outlined in Section 7 - Fire Protection Plan
The Landr~ll Superintendent will ensure that any unit of the municipal solid waste facility
does not violate any applicable requirement of the approved State implementation Plan
developed under the Clean Air Act, Section 110, as amended.
4.1 1. Disease Vector Control
The need for extensive vector control (control of rodents, flies, and mosquitoes) will be
minimized through daily sit_e operations, which include the application of daily and final
R13333AA doc B - 5
cover. The extent of the working face will also be minimized. Site operators will make
daily checks for insects or rodents associated with the operations and will report
problems to the Landfill Superintendent. If necessary, a licensed professional should
apply pesticides to ensure that proper chemicals are used and are properly applied.
4.13. Salvaging and Scavenging
Salvaging will not be allowed to interfere with prompt sanitary disposal of solid waste or
to create public health nuisances. Salvaged materials will be considered as potential
recycled materials. Salvaged items will be removed from the site often enough to
prevent the items from becoming a nuisance, to preclude the discharge of pollutants
from the area, and to prevent an excessive accumulation of the material at the site.
Special wastes received at the site will not be salvaged. Scavenging will be prohibited
at all times.
4.20. Disposal of Special Wastes
Acceptance of special wastes will be performed in accordance with MSWMR
'330.136(b) requirements. Special wastes that will be accepted at the site include non-
regulated asbestos-containing material (non-RACM), and wastes from health care
related facilities. Other special wastes may be accepted. If these wastes are
addressed in '330.136 of the MSWMR, they will be handled in accordance with the
procedures provided therein for that specific waste. Should a different procedure be
devised or the specific waste not be addressed therein, then a request will be made in
accordance with Section 330.136(a)(2) and approval received prior to acceptance of
those wastes. The special wastes that will be accepted at the site and handling
procedures are discussed below.
Non-Regulated Asbestos Containing Materials (Non-RACM)
Non-RACM will be accepted. The non-RACM shall be disposed in the active working
face and immediately covered with at least two (2) feet of other solid waste.
Precautions shall be taken by site personnel to eliminate the crushing or grinding of
non-RACM into a friable state.
Wastewater Treatment Plant Sludge
Treated wastewater plant s~udges will be accepted. Other material will receive TNRCC
approval prior to its disposal. The processed material will be required to pass a paint
filter test prior to disposal on the working face of the landfill, as prescribed in 30 TAC
' 330.136(b)(7).
R13333AA doc B - 6
DFAD ANIMALS
The site may receive dead animals that are delivered to the site independent of other
wastes. Dead animals will be buried and covered with a minimum of 3 feet of solid
waste or a minimum of 2 feet of soil immediately upon receipt.
Special Waste Report Submittal
The Landfill Superintendent will submit to the TNRCC a monthly summary of special
wastes received at the landfill. This report will be submitted no later than the 25th day
of the month following the month in which the waste was received, The reports will be
submitted on forms provided by the TNRCC. Failure to file the reports in a timely
manner is considered a violation of the MSWMR.
4.21. Disposal of Industrial Waste
Class I industrial waste will net be accepted at the site. Class II and Class III industrial
solid waste will be accepted as long as the acceptance does not interfere with normal
operations. In the event that a Class I industrial solid waste ardves at the site, the
appropriate departments and offices of the TNRCC will be notified. The applicable
phone numbers will be included in a list of emergency phone numbers posted in the
9ate house and the landfill office. If the waste presents an emergency situation, the
TNRCC Emergency Response Unit will be contacted. The appropriate agencies will be
requested to provide assistance to the City through their respective enforcement
capabilities concerning transporters and waste generators in the proper management of
unauthorized waste received at the site. Refer to Section 6-Waste Screening Plan and
Section 4.2-Unloading Waste for waste screening procedures.
4.22. Prevention of Discharge of Contaminated Water
The Landfill Superintendent will take att steps necessary to control and prevent the
discharge of contaminated water from the facility. Should the discharge of
contaminated water become necessary, the Landfill Superintendent will obtain specific
written authorization from the TNRCC prior to discharge.
4.23 Leachate and Contaminated Water Plan
Leachate and contaminated water will be controlled as specified in the Leachate and
Contaminated Water Plan.
R13333AA doc B - 7
6. WASTE SCREENING PLAN
Part A- Purpose
The purpose of this plan is to prevent the unauthorized entry of waste not approved for
disposal at the landfill; to protect both personnel and customers using the landfill;
achieve permit compliance; and assure the environment of the landfill and surrounding
area is protected from contaminalion from unauthorized waste. Conformity to the plan
will assure efficient and effective processing of all waste at Ihe land[ill.
The types of wastes that are accepted at the landfill as well as the procedures for waste
inspection and handling are outlined in the Site Operating Plan.
Part [] - Training
Training requirements of landfill personnel to recognize and handle unauthorized waste
will include the following:
Familiarization of the Site Operating Plan
Successful completion of formal waste screening training provided by: in-house
instruction, the Texas Engineering Extension Service (TEEX), or Solid Waste
Association of North America (SWANA)
Records of all course attendance will be kept as well as copies of any certificates
issued. A periodic review of the information provided in these sources will take place as
needed.
Part C - Prevention of Unauthorized Disposal
Methods used ~o prevent unauthorized disposal will be accomplished at four (4) levels.
Each level wi'Il be designed to vidually eliminate random inspections.
Level One - Education and Information
A sign at the entrance to the landfill will describe wastes that are not accepted for
disposal and will inform customers that their waste is subject to inspection.
An informational bulletin detailing the waste inspection process will be given once
a year to all existing and to new customers.
A letter detailing the waste acceptance policy will be mailed to the management
of all major firms and municipalities who actively use the landfill.
Information on the waste inspection process will be given to the local newspaper
for presentation as a public service announcement.
R13333AAdoc ~ - 8
Level Two - Random Load Selection
The selection of loads for random waste inspection consideration will exclude two
groups of transporters:
1. Transporters who provide adequate documentation (as specified in 30 TAC
' 330.32(d) that unallowable wastes are avoided in the residential routing of
collection vehicles. These vehicles will be identified by number.
2. Transporters of mixed residential and commercial waste that can provide
assurance that the generator properly classifies the waste and is routinely
checked by the transporter for compliance.
Individual vehicles not associated with any commercial activities or businesses will also
be generally exempted from waste screening consideration.
All other vehicles will be included in the pool of loads for waste screening
consideration.
Backup Procedure: In accordance with 30 TAC ' 330.114 (5)(Al; If at any time
an excluded vehicle outside the pool is found to have suspect waste within a load, the
exemption status of that vehicle will become null and void, thereby subjecting it to waste
screening consideration.
Level Three - 30 TAC ' 330.32(d)
All transporters will be required to comply with 30 TAC , 330.32(d). A surcharge for
waste removal will be assessed to any transporter who is discovered to have dumped
an unacceptable waste. In all cases the site operator refuses to accept ownership of
any unauthorized waste.
Level Four - Screening
Waste screening will take place in the following three ways:
All manifested wastes will be checked for conformance to the manifest. Vehicles
transporting manifested wastes will be excluded from the pool of vehicles
subjected to random waste screening sampling.
All vehicles entering the landfill for disposal purposes including those not related
to any business or commercial activity will be screened for unauthorized waste at
the entrance gate. The operator maintains the right to question the driver of any
vehicle entering the landfill. Any suspect loads will be directed to the waste
screening site for inspection. All inspections will be documented in the operating
record.
Screening at the working face will be done by the attendant and the equipment
operator by observing both the offloading and spreading of the waste.
R13333AAdoc B - 9
4. Random waste inspection will be accomplished by determining the pool of
vehicles available for inspection, including all vehicles not previously mentioned
as being excluded. From this poor, one vehicle will be randomly inspected on a
weekly basis as recommended by the Texas Engineering Exlension Service
(TEEX).
5. The random one percent selection from the pool of vehicles available for
inspection will be made using random number tables.
Part D -Waste Inspection Process
The waste screening process will involve the following steps:
Step One- Determination of waste load to be screened. (As outlined in Part C.)
Step Two - Preparation of the waste screening site. A concrete pad will be constructed
at the landfill approximately 50' x 100' in size and windscreen fencing will be utilized to
maintain wastes within the designated area.
Step Three - A team of people will be selected to conduct the waste screening process.
Personnel involved in the waste screening process will include those who meet the
following criteria:
must have completed the training requirements outlined in Part B (and basic first-
aid training)
must possess good oral and wdtten communication skills
must be free of any physical limitations that would hinder performance of
screening operations
must POSSESS good vision, good sense of smell and the ability to readily detect
heat
Step Four- The basic equipment needed to pedorm the waste screening process will
include the following:
rake, hoe, shovel for the purposes of moving and sorting waste
wire cutter and pry bar the purpose of opening containers
poles and flagging for the-purpose of marking areas of suspected waste
contamination
inspection forms, watch, camera, clip board for the purposes of recording the
inspection results
fire extinguisher, absorbent material and soil for the purpose of fire suppression
and spill containment
R13333AA.doc B - 10
paint filter test kit for the purpose of determining free ~iquids
first-aid kit
two-way radio for communication purposes
Step Five - Protective equipment needed to perform the waste screening process will
include the following:
safety goggles for eye protection
chemically resistant boots, gloves and tyvek suits
hardhat
Step Six - Waste screening recording form, (Attached in Section 9)
Step Seven - Remediation: In accordance with 30 TAC ' 330.114 (5) (El; the following
procedure will be followed in the event that a hazardous or non-allowable waste is found
in the waste screening process:
1. Non-allowable wastes will be loaded back onto the vehicle and the transporter
will be required to give evidence of where the waste is taken for disposal.
2. Hazardous wastes if identifiable and not an imminent threat to the landfill or
human health, will be removed from the screening area and temporarily confined
in the hazardous waste storage building of the household hazardous waste
facility (located adjacent to the screening area), until such time that
arrangements for its removal and subsequent disposal can be made by a
hazardous waste contractor. I1', however, the waste does pose an imminen[
threat to the landfill or human health, the City's Fire Department (Hazmat Unit)
will be contacted to secure the waste and assure its safe containment. In either
case, any costs associated with the proper disposal will be the responsibility of
the transporter who brought the waste to the landfill.
R13333A.Adoc B - 1 1
7. FIRE PROTECTION PLAN
The following steps must be taken regularly by designated landfii~ personnel to prevent
fires:
S
Burning waste must be prevented from being dumped in the active area of the
landfill. The Gate Attendant and equipment operators must be alert for signs of
burning waste such as smoke, steam, or heat being released from incoming
waste loads.
$ Fuel spills must be contained and cleaned up immediately.
Dead trees, brush, or vegetation adjacent to the landfill must be removed
immediately, and grass and weeds mowed so that forest, grass, or brush fires
cannot spread to the landi~ll.
$ No smoking on the active areas of the landfill site.
Specific Fire-Fighting Procedures
If a fire occurs on a vehicle or piece of equipment, the first step is to bring the
vehicle or equipmen[to a safe stop. If safety of personnel will allow, the vehicle
must be parked away from fuel supplies, uncovered solid was[es, and other
vehicles. Shut off the engine, engage the brake, or use some other appropriate
method to prevent subsequent movement of the vehicle,
If the fire is in the working face, the burning area should be isolated, by pushing
the fire, with the wind, out of the working face. Soil should be placed on the fire
to smother iL If this is not possible or unsafe, efforts to cover the working face
with earth must be initiated immediately to smother the fire.
General Rules for Fire Incidents
Contact the Fire Department by calling 361/854-9704 or 911. The Cities Fire
Department, approximately 3.5 miles away, would respond if necessary.
$ Alert other facility personnel.
Assess extenl of fire and possibilities for the fire to spread and alternatives for
extinguishin9 the fire.
If it appears that the fire can be safely fought with available fire fighting devices
untiI arrival of the Fire Department, attempt to contain or extinguish the fire.
Upon arrival of Fire Department personnel, direct them to the fire, and provide
assistance, as appropriate.
R13333AAdo6 B - 12
$ Do not attempt to fight a fire alone.
$ Do not attempt to fight a fire without adequate personal protective equipment.
$ Be familiar with the use and limitation of firefighting equipment.
Fire fighting methods include smothering with soil, separating burning material
from other waste, and spraying with water from the water truck or pumped from
nearby ponds or streams. If detected soon enough, a small fire may be fought
with a hand-held extinguisher. Fire extinguishers will be located at the Gate
House and on each piece of operating equipment.
Generally, the firefighting technique that can be quickly emptoyed to fight a landfill fire is
smothering with soil. The faster that soil can be placed over the fire, the more effective
this method will be in controlling and extinguishing the fire. Enough cover soil will be
stockpiled within 2500 feet of the working face or active disposal area to cover the entire
working face.
The site must be provided with fire extinguishers, of a type, size, location, and number
as recommended by the local Fire Department or the City's insurance carrier. Fire
extinguishers must be fully-charged and ready for use at all times. Each extinguisher
must be inspected on an annual basis and recharged as necessary. These inspections
must be performed by a qualified service company, and all extinguishers must display a
current inspection tag. Inspection and recharging must also be performed following
each use. The gate house, as wel~ as a~l landfill equipment and vehicles, will be
equipped with fire extinguishers.
R13333/M~doc B - 13
EXHIBIT C
INSURANCE REQUIREMENTS
1. Hauler Liability Insurance
The Hauler may not deliver any solid waste to the City's J. C. EIliott
Municipal Landfill under this Agreement until Hauler has obtained all
insurance required by this exhibit and the required insurance has been
approved by the City. The Hauler may not allow any subcontractor to
deliver solid waste to the Landfill until all similar insurance required of the
subcontractor has been obtained and approved.
The Hauler must furnish to the City's Risk Manager, 2 copies of
Certificates of Insurance, with the City named as an additional insured for
all liability policies, and a blanket waiver of subrogation on all applicable
policies, showing the following minimum coverage by insurance
company(s) acceptable to the City's Risk Manager.
TYPE OF INSURANCE
30-Day Notice of Cancellation required on
all certificates
Commercial General Liability including:
1_ Commercial Form
2. Premises - Operations
3. Products/Completed Operations
Hazard
4. Contractual Insurance
5. Broad Form Property Damage
6. Independent Contractors
7. Personal Injury
8. Pollution Liability
AUTOMOBILE LIABILITY--OWNED NON-
OWNED OR RENTED
WORKERS' COMPENSATION
EMPLOYERS' LIABILITY
PROFESSIONAL POLLUTION
LIABILITY/ENVIRONMENTAL
IMPAIRMENT COVERAGE
Not limited to sudden & accidental
discharge; to include long-term
environmental impact for the disposal of
contaminants
MINIMUM INSURANCE COVERAGE
Bodily Injury and Property Damage
$1,000,000 COMBINED SINGLE LIMIT
AGGREGATE LIMIT OF LIABILITY FOR
EACH POLICY PERIOD
$1,000,000 COMBINED SINGLE LIMIT
WHICH COMPLIES WITH THE TEXAS
WORKERS' COMPENSATION ACT AND
PARAGRAPH 2.A. OF THIS EXHIBIT
$100,000
$1,000,000 AGGREGATE LIMIT OF
LIABILITY FOR EACH POLICY PERIOD
In the event of accidents of any kind, the Hauler must furnish the Risk
Manager with copies of all reports of such accidents at the same time that
the reports are forwarded to any other interested parties.
2. ADDITIONAL REQUIREMENTS
The Hauler and its subcontractors must obtain workers' compensation
coverage through a licensed insurance company or through self-insurance
obtained in accordance with Texas law. If such coverage is obtained
through a licensed company, the contract for coverage must be written on
a policy and endorsements approved by the Texas Department of
Insurance.
If such coverage is provided through self-insurance, then within 10
calendar days after the date the Contract Administrator or his designee
requests that the Hauler sign the contract documents, the Hauler must
provide the Risk Manager with a copy of its certificate of authority to self-
insure its workers' compensation coverage, as well as a letter signed by
the Hauler stating that the certificate of authority to self-insure remains in
effect and is not subject to any revocation proceeding then pending before
the Texas Workers' Compensation Commission. Further, if at any time
before the expiration of the Agreement by the City, the certificate of
authority to self-insure is revoked or is made the subject of any proceeding
which could result in revocation of the certificate, then the Hauler must
immediately provide written notice of such facts to the City, by certified
mail, return receipt requested directed to Director of Solid Waste Services,
City of Corpus Christi, P.O. Box 9277, Corpus Christi, TX 78469-9277.
Whether workers' compensation coverage is provided through a licensed
insurance company or through serf-insurance, the coverage provided must
be in an amount sufficient to assure that all workers' compensation
obligations incurred by the Hauler and its subcontractors will be promptly
met.
B. Certificate of Insurance:
The City of Corpus Christi must be named as an additional insured on
the liability coverage, except for the Workers' Compensation coverage and
a blanket waiver of subrogation on all applicable policies.
if your insurance company uses the standard ACOP, D form, the
cancellation clause (bottom right) must be amended by adding the
wording "changed or* between "be" and "canceled", and deleting the
words, "endeavor to", and deleting the wording after "left".
The name of the project, e.g., "City of Corpus Christi Solid Waste Hauler
Agreement" must be listed under "Description of Operations"
At a minimum, a 30-day written notice to the City's Risk Manager of
change or cancellation is required.
If the Certificate of Insurance on its face does not show on its face the
existence of the coverage required by items 1.B.(1)-(8), an authorized
representative of the insurance company must include a letter specifically
stating whether items 1 .B.(1)-(8) are included or excluded.
EXHIBIT D
Insurance Requirements
1. BFI's Liability Insurance
A BFI may not commence Services under this Agreement until all insurance required
herein has been obtained and such insurance has been approved by City. BFI may not
allow any subcontractor to commence services until all similar insurance required of
the subcontractor has been obtained.
B. BFI shall furnish to City's Risk Manager, two (2) copies of Certificates of
Insurance, showing the following minimum coverage by insurance company(s)
acceptable to City's Risk Manager. City must be shown as an additional insured for
the General Liability policy, and a blanket waiver of subrogation is required on all
applicable policies except for the sole negligence of City.
TYPE OF INSURANCE
MINIMUM INSURANCE COVERAGE
30-Day written notice of cancellation, non-
renewal, material change or termination and a
10 day written notice of cancellation for non-
payment of premium is required on all
certificates
Bodily Injury and Property Damage
Per Occurrence Aggregate
COMMERCIAL GENERAL LIABILITY
including:
1. Commercial Form
2. Landfill - Operations
3. Products/Completed Operations Hazard
4. Contractual Liability
5. Independent contractors
6. Personal Injury
7. Broad Form Property Damage
General Aggregate
Products-Comp/Op Agg.
Personal & Adv. Injury
Each Occurrence
Fire Damage (Any one
fire)
$2,000,000
$2,000,000
$1,000,000
1,000,000
5,000
AUTOMOBILE LIABILITY -- OWNED,
NON-OWNED OR RENTED
$1,000,000 COMB1NED SINGLE LIMIT
WORKERS COMPENSATION INSURANCE Must comply with the Texas Worker's
Compensation Act and Section II of this exhibit
EMPLOYERS LIABILITY INSURANCE
$1,000,000 each accident/each disease policy
limit/each disease - each employee
PROFESSIONAL POLLUTION LIABILITY /
ENVIRONMENTAL IMPAIRMENT
$2,000,000 COMBINED SINGLE LIMIT
II. ADDITIONAL REQULREMENTS
A. BFI shall obtain workers' compensation coverage through a licensed
insurance company in accordance with Texas law. The Agreement for coverage
must be written on a policy and endorsements approved by the Texas Department
of Insurance. The coverage provided must be in amounts sufficient to assure that
all workers' compensation obligations incurred by the BFI will be promptly met.
B. Certificate of Insurance:
1. The City of Corpus Christi must be shown as an additional insured
on the General Liability coverage, and a blanket waiver of subrogation is
required on all applicable policies except for the sole negligence of City.
2. If your insurance company uses the standard ACCORD form, the
cancellation clause (bottom fight) must be amended by adding the
wording "changed or" between "be" and "canceled", and deleting the
words, "endeavor to", and deleting the wording after "left". In the
alternative, a copy of the endorsement evidencing that the policy was
endorsed with required cancellation provisions will be accepted.
3. The name of the project must be listed under "Description of
Operations".
4. At a minimum, a 30-day written notice of material change,
cancellation, non-renewal, or termination and a 10-day written notice of
cancellation for non-payment of premium is required.
C. If the Certificate of Insurance on its face does show not the existence of the
coverage required by items listed in the table following Section I.B of this
exhibit, an authorized representative of the insurance company must include a
letter specifically stating whether items in the table following I.B. are included or
excluded.
EXHIBIT E
Storage Tanks
EXHIBIT F
City Equipment To Be Purchased by BFI
Item
1 - Caterpillar D8R S/N 6YZ01948
I - Caterpillar 938G S/N 6WS00948
I - Caterpillar IT24F S/N 4NN01050
Total
Purchase Price(*)
$360,000
$55,000
$39,O00
$454,000
(*)
The actual purchase price depends on the date the Agreement is executed. The
actual purchase price shall be the lesser of the amount shown above or the City's
payoff amount for the equipment as of the date the Agreement is executed.
1/31/05