HomeMy WebLinkAboutC2006-256 - 7/11/2006 - Approved
Dawson Recycling
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2006-256
07/11/06
M2006-203
WASTE DISPOSAL AGREEMENT
BETWEEN
THE CITY OF CORPUS CHRISTI
AND
DAWSON RECYCLING, INC.
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TABLE OF CONTENTS
Subject Page Number
General Provisions..... . ...................................................................................1
Acceptable Waste...... . ................. _ ................................................................6
Fees. . . . .. . _ . .. . . . .. . ... ..... _ ................. ................................................................. 7
Billing and Payments.. . ................. ................................................................. 8
Landfill Procedures.... .................. ................................................................ 9
Assignments. ... ... ....... .. ............................................................................... .11
I nsura nce. .................. . _ ................................................................................ 11
I ndem nification ............................................................................................... 12
Governmental Regulation.............................................................................. 14
Suspension for Force Majeure..................................................................... .14
Liquidated Damages and Default ..................................................................15
Representation and Warranties..... _.............................................................. .17
Governing Law and Venue.......................................................................... ..18
Miscellaneous Provisions.......... _ . . .. .............................................................. .18
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WASTE DISPOSAL AGREEMENT
This Waste Disposal Agreement ("Agreement") between the City of Corpus Christi ("the
City"), and Dawson Recycling, Inc. ("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 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
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 Council of Governments' Region ("CBCOG Region'~ means Aransas,
Bee, Brooks, Duval, Jim Wells, Live Oak, Kenedy, Kleberg, McMullen, Nueces, San
Patricio, and Refugio Counties7
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;
(f) The failure to obtain or maintain any essential permit or license from any
governmental unit;
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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.
Generator means the person that creates a solid waste. For the purposes of this
chapter, a construction or repair contractor or landscape or tree service is
considered to be the generator of any solid waste that is produced by the contractor
or service or results from the contractor's or service's work on the premises of a
customer. A business or commercial establishment is considered the generator of
any packaging materials on products delivered to a customer, which are returned to
the business or commercial establishment that made the delivery.
Hauler's historical volume means the tonnage the hauler delivered to the City's J.
C. Elliott Landfill during the year immediately prior to the hauler's initial Waste
Disposal Agreement with the City.
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.
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(c) Any other waste, material, or substance, which is characterized or
defined to be toxic or hazardous by the State of Texas, TCEQ, 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 TCEQ or USEPA determine by written
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
effective date of the determination by TCEQ 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 TCEQ 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 parts
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 parts.
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, Styrofoam (or other similar material), bottles, glass, candy or gum
wrappers, remnants of food. cans, or remnants or parts thereof, or any material of
an unsanitary nature
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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.
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, 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.
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 the City disposal site.
TCEQ means Texas Commission on Environmental Quality.
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 TCEQ or the Site Operating Plan.
USEPA means the United States Environmental Protection Agency.
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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.
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 for a term of twenty (20) years subject to extension by the
mutual agreement of the parties.
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.
1.4. 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 shall deliver not less than
2,145 tons per year ("guaranteed annual tonnage") of acceptable waste the Hauler
collects within the boundaries of the Coastal Bend Council of Governments' Region
("CBCOG Region"), and the City guarantees that it will accept the waste.
2.2.1.1. If the hauler wishes to avail itself of a 100% volume supply
agreement that is based on all solid waste the hauler collects in the area
defined by the boundaries of the Coastal Bend Council of Governments'
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Region 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 tonnage. The Hauler's targeted
monthly tonnage is defined as one-twelfth (1/12) of the guaranteed annual tonnage.
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 Council of Governments' 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.
2.6. City's Right to Audit Hauler for Compliance.
2.6.1. If the Hauler has elected the 100% volume supply option under Section
2.2.1.1 above, the City has the right to review and audit the Hauler's service and
financial records if the City has reason to believe that the Hauler is taking more than
20% of the acceptable waste collected within the CBCOG Region to another
disposal site.
2.6.2. For the purposes of this section, the Hauler's service and financial records
include:
(1) A list of all customers located within the CBCOG Region, including:
a. The customer's name.
b. The physical address of each location that is serviced.
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c. The size and service level of any container( s) provided at each
service location.
d. Whether the container is a roll-on/roll-off container, e.g. a
container that picked up and transported on a vehicle chassis to a
disposal site.
e. The classification of the solid waste collected, e.g., commercial
hazardous, household waste, special waste.
f. Whether or not the solid waste is compacted before disposal.
g. The frequency of collection.
(2) A list of all customers located outside the CBCOG Region, whose solid
waste is taken to a facility owned by the city for disposal, including:
a. The customer's name.
b. The physical address of each location that is serviced.
c. The type of solid waste collected from the customer.
(3) The routes taken on a daily basis by any vehicle used to collect solid
waste within the CBCOG Region or any vehicle that disposes of solid waste
at a city owned facility that is collected from outside the CBCOG Region.
(4) Copies of all reports filed with the comptroller of public accounts that
relate to any services provided or activities conducted within the CBCOG
Region.
(5) Copies of all checks, deposit slips, and bank statements related to
payments from all customers located within the CBCOG Region, who
receive solid waste hauling and disposal services, and all customers located
outside the CBCOG Region, whose solid waste is taken to a facility owned
by the city for disposal.
(6) Copies of all checks and bank statements related to payments to other
waste disposal sites within the CBCOG Region and any waste disposal sites
located outside the CBCOG Region, if any of the solid waste that is
disposed of was collected within the CBCOG Region.
(7) Copies of all contracts and agreements related to the disposal of solid
waste collected within the CBCOG Region.
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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 on 80% of the hauler's historical volume delivered to
the City, is seventy five percent (75%) of the published disposal rate, plus any
mandated Federal or State fees.
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. Penalty for Diversion of Any Acceptable Waste to Alternate Disposal Site. If the
Hauler fails to deliver the guaranteed annual tonnage of acceptable waste to the landfill
but diverts a portion of the guaranteed annual tonnage to another landfill, the Hauler shall
pay the City the contracted rate per ton as defined in 3.1.1 or 3.1.2, whichever is
applicable, for any diverted acceptable waste that is not delivered to the Landfill to satisfy
the Hauler's guaranteed annual tonnage.
3.3. Payment of Permitting Fees. The Hauler agrees to pay all solid waste permitting
fees imposed by City ordinances.
3.4. 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 discounted
acceptance fee, established in Subsection 3.1, in that year. The lower tipping fee will be
applied retroactively to the additional waste over the 33% threshold is reached. Once the
base tonnage is calculated under Subsection 2.3, the City will reduce it's billing to the
Hauler at the beginning of each succeeding year or issue a refund check if the Hauler is a
cash customer
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, including each ticket number, Hauler's vehicle registration number
assigned by the City, and the tonnage on each ticket.
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.
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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,
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.'. 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
sotid 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
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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.~. Delivery Schedule.
5.4.1. During the term, the Hauler may deliver acceptable waste to the Landfill
during its normal posted hours of operations.
5.4.2. The City will open the landfill for at least 58 hours, during weeks without City
holidays. The City reserves the right to expand Landfill hours as it deems
necessary. If the City reduces Landfill hours it will notify the Hauler of such changes
in writing within 24 hours of said determination.
5.4.3. The City will consider requests for additional hours based on special needs
of the Hauler and the availability of Landfill personnel.
5.4.4. 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.
5.5. Delivery Procedures.
5.5.1. 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.
5.5.2. The City reserves the right to redirect the Hauler's trucks from the working
face to an on-site transfer station.
5.6. Delivery Vehicles.
5.6.1. 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 hauler or generator of solid waste being delivered to
the Landfill.
5.6.2. 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, identification of any roll-on/roll-off containers, and tare weight of the vehicle
or containers used to haul solid waste to the Landfill.
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5.6.3. 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.
5.6.4. 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.
5.7. Front of Line Privileges.
5.7.1. The City will provide front of line privileges to the Hauler and other haulers
with "put or pay" contracts with the City.
5.7.2. 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 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
H$uler 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(ies) 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.
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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.
7.1. 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.
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
dawson revised by JDK
Page 13 of 24
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
legal fees and expenses arising out of the processing or disposal by
the person of unacceptable waste or waste not constituting acceptable
weste 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.
dawson revised by JDK
Page 14 of 24
.....,. ...,.
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.
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
Stete laws and regulations and the jurisdiction of various governmental agencies,
including, without limitation, USEPA, TCEQ, and the Texas Department of Public Safety.
9.2. Compliance with Laws, Regulations, and Ordinances Relating to the Collection,
TNlnsportation, 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,
rutes, 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 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
an 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, TCEQ, 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.
dawson revised by JDK
Page 15 of 24
...... "-
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 commitments
of the City with respect to the Landfill, and the requirements of all applicable
permits, consents ,and approvals of the USEPA, TCEQ, 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
dawson revised by JDK
Page 16 of 24
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, 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.
dawson revised by JDK
Page 17 of 24
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 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 court or regulatory agency, means the undertaking
and prosecution of prompt, diligent, good 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 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
dawson revised by JDK
Page 18 of 24
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.
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 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
aacruing 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
modmed 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.
dawson revised by JDK
Page 19 of 24
......".
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 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:
City:
Dawson Recycling, Inc.
Attn: Vance Dawson, IV, Chief Executive Officer
Drawer 67
Gregory, Texas 78359
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:
Dawson Recycling, Inc.
Attn: Vance Dawson, IV, Chief Executive Officer
Drawer 67
Gregory, Texas 78359
dawson revised by JDK
",....;.-~
Page 20 of 24
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 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 a guaranteed annual tonnage instead of all tonnage
collected within the CBCOG Region is considered comparable to this Agreement
if the other terms and conditions are similar to this agreement.
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.
dawson revised by JDK
Page 21 of 24
~ ,,..
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, ,
anyone of which is considered to be the original Agreement for all 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, 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
ob1igation 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
pa rty.
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 logos of the City or any of its affiliates in any manner.
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
ob6erved, 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
da\l\l6on revised by JDK
Page 22 of 24
~-
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.
14.21. Sale of Hauler. In the event of a sale of the corporate stock of the Hauler or the
sale of substantially all of the assets of the Hauler to a third party, the Hauler may give
notice of early termination of this Agreement and be relieved of any further obligation to
dispose of the guaranteed annual tonnage required under Section 2.2.1 above. For such
a termination to occur, the purchaser must be a third party that is not related to or affiliated
with the Hauler or any owner of Hauler in any manner. Such notice of termination shall be
given at least 180 days in advance of the termination date. Upon such termination, the
Hauler's obligations to deliver acceptable waste and the City's obligations to accept,
process, and dispose of acceptable waste shall terminate; provided, however, that the
provisions of Article 8 and Sections 12.3,14.18, and 14.19 shall survive the termination of
this Agreement
14.22. Termination of Prior Agreement. The parties to this Agreement are parties to a
prior Waste Disposal Agreement pertaining to the disposal of waste at the J. C. Elliott
Municipal Landfill. Upon the effective date of this Agreement, the prior Waste Disposal
Agreement shall terminate and be of no further force or effect, except for survival of the
provisions of Article 8 and Sections 12.3, 14.18, and 14.19 of the prior Agreement. The
City agrees to provide Hauler thirty (30) days written notice of the termination of said prior
Waste Disposal Agreement and the effective date 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:
DAWSON RECYCLING, INC.
~'
<;:::
<... -
,:
Vance Dawson, IV
Cnief Executive Officer
Date:
/
c
dawson revised by JDK
Page 23 of 24
~ ,,-
THE STATE OF TEXAS S
S
COUNTY OF . L I.A I.' ~ ) S
This instrument was acknowledged before me on ~Z-<..}u.. ,.;) I ,2006, by,
Vance Dawson, IV, Chief Executive Officer, on behalf of awson Recycling, Inc., a Texas
Corporation.
I ~J"
Notary Public (
State of Texas
J, l . -,"-,
e LORILIE G. SHB..l.
~ Notary PubIc
11( State 01 Texas
My Comm. Exp. 1 tlO,i/JtX1I
\.
"',
II a () (: lc' a c 5 AUl ttOi(u,u,
- --...--.-.
If aJU~ll .-1~;~C(P
~/ .
..--1V1
SEctn"AIV
o e K. Noe
City Manager
Date: rJ - ( '; - C (,.,
Attest:
Ann~
City Secretary
r
Approved as to form: This ~ day of
I
.J i.- 1'1 ...(/
,2006
?' ,~<;:;;:.-
THE STATE OF TEXAS S
S
COUNTY OF NUECES
I
i
~ ,2006, by
as Municipal Corporation,
This instrument was acknowledged before me on
George K. Noe, City Manager of the City of Corpus Ch I ti, a T
onfra1f of Said-CO" ~"ratiOH. \
. lb~. ~a~-
Notary Public
State of Texas
r"t-I'l'i PU"t co~nle ParKS
\t"f* 1;: M~ CommISSIOn E~p,res
I . OJ 07
I '.1)., "~ November 09 20
\, -1~si~ ,.'_ "...
---~
dawson revised by JDK
Page 24 of 24
EXHIBIT A
EXTRACTS FROM
SITE OPERATING PLAN
CITY OF CORPUS CHRISTI
CEFE VALENZUELA LANDFILL
PERMIT
[TO BE DEVELOPED AND WILL BE DELIVERED AT LEAST 90 DAYS BEFORE THE
CEFE LANDFILL IS OPENED]
EXHIBIT B
INSURANCE REQUIREMENTS
1. Hauler Liability Insurance
A. 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.
B, 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 MINIMUM INSURANCE COVERAGE
JO-Day Notice of Cancellation required on Bodily Injury and Property Damage
all certificates
Commercial General Liability including: $1,000,000 COMBINED SINGLE LIMIT
1. Commercial Form AGGREGATE LIMIT OF LIABILITY FOR
2. Premises - Operations EACH POLICY PERIOD
3. Products/ Completed Operations
Hazard
4. Contractual Insurance
5. Broad Form Property Damage
6. Independent Contractors
7. Personal Injury
I AUTOMOBILE LIABILITY --OWNED NON- $1,000,000 COMBINED SINGLE LIMIT
OWNED OR RENTED
WORKERS' COMPENSATION WHICH COMPLIES WITH THE TEXAS
EMPLOYERS' LIABILITY WORKERS' COMPENSATION ACT AND
PARAGRAPH 2.A. OF THIS EXHIBIT
$100,000
'"'-----.------,.-
C, 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.
dawson revised by JDK
2
~ .;,..
2. ADDITIONAL REQUIREMENTS
A. 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 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 "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.
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......... .,.....
C. If the Certificate of Insurance on its face does not show on its face the
existence of the coverage required by items 1.8.(1 )-(8), an authorized
representative of the insurance company must include a letter specifically
stating whether items 1.8.(1 )-(8) are included or excluded.
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