HomeMy WebLinkAboutC2007-288 - 9/11/2007 - Approvedw~
WASTE DISPOSAL AGREEMENT
BETWEEN
THE CITY OF CORPUS CHRISTI
AND
ABSOLUT`E V~ASTE ACQUISITIONS, INC.
2007-288
09/11/07
M2007-232
Absolute Waste Acquisitions "
Page 1 af 43
Elliott 2007 Absolute Was~e Agmt Q62407.doo Page 2 of 43
1 ~
TABLE OF CONTENTS
,Art~cle Subject Page Number
1 General Provisians .......................... ..........................................................................4
2 Acceptab~e Waste ........................... ..........................................................................8
3 Fees ................................................. ..........................................................................9
4 Billing and Payme~zts ..................... ..........................................................................12
S Landf 11 Pracedures ........................ ...................................................................:......13
6 A~sig~~nents .......................... ....................................................... 15
7 Insurance ......................................... ........................................................................15
8 Indemnification .............................. ........................................................................16
9 Governmental Regulation .............. ........................................................................17
10 Suspension for Force Majeure ........ ........................................................................1$
l l Liquidated Damages and Default ... ........................................................................19
I2 Representation and Warranties ....... ........................................................................20
13 Governing Law aad Venue ............. ................................................................... .21
1~1 Miscellaneous Provisions ............... ........................................................................2 L ~
Elliatt Z007 Absvlute Waste Agmt 062947.dce Page 3 of 43
WASTE DISPOSAL AGREEMENT
This Waste Disposal Agreement {"Agreemen#"} between the City of Corpus Christi (°the City"), and
Absolute Waste Acquisitions, Inc. ("Hauler"} requires the City to accept, pracess, and dispose of
acceptabie salid waste bro~ght l~y the Hauler to the City's J, C. Elliott Municipal Landfill
("LandfiIl"), located at 7001 Ayers in the City of Corpus Christi, Texas, and requites the Hauler to
deliver to the Landfill and pay for the disposal o~ a minim~m vaiume af acceptable Solid Waste
under the terms and conditions of fihis Agreement.
The parties agree to the following:
.A-RTICLE 1. GENERAL PROVISXONS.
1.1. Definitians. The following words and phrases have the following meanings w~en used in this
Agree~nent:
Acceptable waste means garbage, litter, refuse, r~bbish, yard waste, heavy brush, debris, and
constr~xctian/derno~ition ~naterials, but does not include hazardous, medical, or unacceptab~e 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, su-ing sets,
plastic swimming paals, large tays, bicycles, fish ac~uariums, and large household app~iances.
CERCLA means the Comprehensive Enviranmental Xtesgonse, Compensation and Liability Act of
1980, as amended, 42 i~.S.C. 9601, et seq.
Clean wood waste tneans individual pieces of waod of the type normally sold by lumber ya~rds and
hQme improvement centers that is free of hardware and other large Fasteners, such as hinges,
hurricane s~raps, latches, ete., and is not attached to concrete, wallbaard, roofing materials, or ather
construction rnaterials.
Coastal Bend Region means Aransas, Bee, ~rooks, Duval, Jim Wells, Live Oak, Kenedy, Kleberg,
McMullen, Nueces, San Patricio, and Refugio Counties.
Constructior/demolition materials means waste resulting ~rom constructio~n or demo~ition projects,
including brick, cor~crete, cnnerete rubble, gypsum board, lumber, sheetrock, roofing materials,
fixEures (s~tch as bath #ubs, shawer s#alls, sinks, and toilets}, and remodeling debris (such as cabinets,
ceramic tile, Farmica, and similar items}.
Debris means large waste materials, such as construction/demolitian materia~s, ashes, roofing
materia4s, dirt, automobile frames, tires, or other bulky heavy materials.
Elliatt 2007 A6sviute Waste Agmt 062947.doc Page 4 of 43
Effective date m~ans 3une 1, 2007.
Fprce Majeure means any event or candition, whether afFecting the Landfill, the City, ar th~ Hauler,
t~at has, or may reasonably be expected to have, a material adverse effect on a party's obligation
u;nder this Agreement or on the Landfill, if th~ event or condition is beyand the reasonable control,
based on sound management ar industry practices, and not the result of willful or negi~gent action or
a lack of reasonable di~igence, of the party {"non-perforining party") relying the e~ent or conditinn
as justification for not performing any obiigation ar cotnplying with any condition required of the
party under this Agreement. The following events or condition shall, if they meet th.e t'equirements
af the greceding sentenc~, constitute a Force Majeure:
(a) An act of Gad, storm, flood, vr similar occ~rrence (except for weather conditions normal
for the area) landslide, earthquake, fire, ox other casualty, an act of the public enemy, war,
blockage, insurrection, riot, generai arrest or restraint of govemment and people, civil
disturbance ar similar occu~rence.
(b) Tt~e orde:r or judgrr~.ent of any Federal, State, or local court, administrative agency, or
governmental afficer or body, if it is npt also the result of willful or negligent action or a lack
of reasonable diligence of the non-performing party, and the non-perforining parry does not
control the administrative agency or go~ernmental officer or body, pxovided that the diligent
contest in good faith of any order or judgment does not constitute or rnay not be construed as
a willfiil ornegligent action or a~ack of reasanable diligence of the non-performing party.
(e) The adoption, promulgation, issuance, materiai modification, or change in interpretation,
after the effective date of this Agreement, of a~y Federal, State, or local law, regulation, xule,
requirement, ar ordinance. (A law, regulation, rule, requirement, or ordizxazice is duly
adopted, promulgated, issued or otherwise offtcially modif ed or changed in interpretation,
wHen it is in provisianal, interim, or fnal form a~d effective or to become effective withont
any further action by any ~'ederal, S#ate or local go~vernmental body, administrative agency,
or governmental official having jurisdiction.)
(d) The failure of the Ciry or public utilities having operatianal jurisdiction in the area a~the
Lat~df 11 to provide, maintain, and assure the maintenarrce af all utilities, services, sewerage,
and water lines essential to tlie operation of the Landfill, except a failure caused by the gross
aegligence, willful action, or a lack of reasonable diligence by the City.
(e} A strilce, loekout, or otber similar labor action;
(~ '~'he ~ailure to obtain or maintain any essentiai permit or license from any governmental
unit;
Garbage means putrescible animal or vegeta6le matter, such as waste rnaterial and refuse usvally
associated with the preparation vf food from kitchens, residences, grocery stores, butcher shaps,
restawrants, cafes, hotels, roomiz~g houses, and boardinghouses, but does not include sewage, body
waste, or industrial byproducts.
Elliott 2(107 Absolute Waste Agmt 062907.doc Page 5 af43
Hazardous waste means:
{a) Any waste, material, ar substance, w~ich by reasan of its comgosition or characteristic is
regulated as a toxic Qr hazardous waste or hazardous substance under applicable Iaws,
including without Iimitation:
(i} The Solid Waste Disposal Act, also known as the Resource Conservation and
Recovery Act of 197b, as arnendec~, 42 U.S.C. 6901, et seq., as replaced or amended
from time to time, a;nd the rules, reguIations, written policies, or written guidelines
promulgated the Act (includi~g without limitation, 40 C.F.R. Section 26l .4, which
generally excepts household was#e from the definition of Hazardo~s Waste}.
(ii) The Tvxic Substances Con[rnl Act, 15 U.S.C. 260, et seq., as replaced ar amended
from time to tirne, and the rules, xegulations a.nd written po~icies and written
guide~ines promulgated the Act.
(iii) Any State law or regulataon of gove~ning the starage, transportation, and disposal
of solid waste, hazardous waste, toxic materials, ar hazardous substances, including
but not Iirr}ited to t}te Texas Solid Waste Disposai Act, Texas Health and Safety Code,
Chapter 361, a.nd 30 Texas Ac~ministrative Code Chapter 330.
(b) Radioactive material, which is sowce, special, nuclear, or by-praducts material ~c~vithin the
meaning of the Atomic Energy Act of 1954, as replaced or arr~e~ded from time to time, anc~
#he tules, regulations, and written policies or written guidelines promulgated under the Act.
(c) A~ny 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 tne Landfill or by any
ot.~er Federal ar State regulatory agency having ju~isdiction over the Landfill ut~der any
written regulation, poiicy, guideline, or order having the force of law.
(d) Notwiths#anding the above, ifthe TCEQ or USEPA determine by wr~tten regulation,
policy, guideline, or having the ~force of law in relation to:
(i} A waste, material, or substance, which is not considered toxic or hazardaus as of
the effective date of t~is Agreement, is toxic ar hazardous, then the waste, material, or
substance shall, from the effective date ofthe determination by TCEQ or USEPA,
constitu#es a hazardous waste for purposes of this Agreement.
(ii) A waste, triateriai, or substance, which is cortsidered toxic or hazardous as of the
effective date of this Agreement, is not toxie or hazardaus, then such waste, material,
or substance shal~, from the effective date of the deterrmination by TCEQ or
USEPA, no Ionger constitutes a hazardous waste for the purposes of this AgrEement.
Heavy brush means tree and shrub ~imbs and trimmings, which are greater than thre~ (3) inches in
diameter, tree trunks, root balls, and o~her large plant matter.
~Iliott 2007 Absolute Waste Agmt Ob29Q7.doc Page 6 af 43
Household appliance rr~eaz~s generai housek~oId appliance that will not fit into a refuse receptacle
including:
Non-rnetal appliance, snch as a television set, stereo system, videa casset~e recoraer (VCR),
microwave oven, and other sunilar item constructed primariIy of plastic or ather nan-Fnetallic parts
Meta~ appliar~ce, such as a sto~e, cooking range, a~ven, dishwasher, washin.g machine, clothes dryer,
refrigerator, window air co:nditianing unit, water heater, lawn mower or edger, and other similar
items const~ucted primarily of inetal ~arts.
Househodd waste means garbage, rubbish, Iitter, refuse, yard waste, debris, and Iimited
const~ruction/demolition materials commonIy generated by a residential household. '
Jurisdictional waste means waste collected within the City or its industrial districts.
Larrdfrll means the J. C. EIliott Mut~icipal Landitll located at 7001 Ayeas, Carpus Christi, Texas.
.~itter means any rubbish, paper, napkins, straws, cups ar containers made of paper, plastic;
Styrofoam {ox other sirniIar materiai), bottles, glass, candy or gum wrappers, remnants of food, cans,
or remnants or parts thereof, or any material o~ an unsar~itary nature.
Medical waste means waste generated by healtl~-care related facilities and associatet~ health-care
activities, including veterinary services, but not including garbage or rubbish generated fra~nn offices,
kitchens, or ather non-health-care activities.
Recyclable ~eans a waste material that has been designated by the Director for incl~sion in the
City's recycling program, that has a useful physical or chemicai property after serving its original
purpase, or that may be reused, sald as a commodity, or converted into anothe:r product.
Refuse means a mi~ture of garbage, r~bbish, and other waste that are narmally placed in a rece~tacls
for collection and disposal, but does not include yard waste, heavy brush, debris, or
construction/demolition materials.
Rubbish means non-dscayable solid waste, excluding ashes, that co~sist of combustible materials,
such as paper, rags, cartons, wood, rubber, plastics, and similar tr~aterials, and nancombustible
matter, such as ~Iass, crackery, meta! cans, and similar materials that do not bum at ordinary
incinerator te~peratures.
Site DperatingPlan means the Site Operating Plan for the City of Corpus Christi J. C. Elliott
La,radf ll generaIly appiicable to customers utilizing ths Landfill, as determinec~ by the Cily.
Solid ~vaste means garbage, rubbish, litter, refuse, yard waste, heavy brush, debris, and
construction/demoiition matenals.
Tipping fee rate rneans the rate charged to a commercial vehicle disposing of solid waste at a the
City di5posal site.
Elliatt 2007 Absoiute Waste Agmt 4629Q7.dac Page 7 of43
TCEQ means Texas Commission on Environmental Quality.
Ton means 2,Op0 pounds.
Trash means a single item of rubbish, not otherwise ciefined as dehris or constructivn/demolition
material, but including a small household apgliance that will not fit into a conventional refuse
receptacle.
Unacce~table waste means waste that the City is not allowed to accept under the zules issued by the
TCEQ vr the Site Operating Plan.
(ISEPA rr~eans the United States En~ironmental 1'rotectian Agency_
Yard waste ~neans grass clippings, weeds, leaves, mulch, small trees and shrub limbs, v~+hich are less
than three (3) inches in diameter and lass than five (5) fee~ in length, and other similar ~Iant matter.
1.2. ~nte~rpretation. ~n this Agreement, unless the context otherwise requires, wo:rds of masculine
gencier maans and include correlative words of feminine and nenter genders and words irr~parting the
srmiIaz number means and include the plural number and vice versa.
1.3. Term.
]..3.1. UnIess sooner termiraated under the terms of this Agreement, this Agreement is-in effecf and
remains in full fnrce an.d effect the during periad firom the effective date t.~rough the date the City
stops accepting aIl forms of acceptable waste at the Landf ll ~t'om permitted haulers.
1.3.2. Upon expization of the term, the Hauler's obligations to deliver acce~table waste and the City's
abligatians to accept, pr~cess, and dispose ~f acceptable waste shall terminate.
1..3.3. However, #he pro~isians af Article $ and Sections 12.3, 14.18, and 14.19 shall survive tha
termination of thzs Agreem~ent.
1.3.4-Hauler acknowledges that the a~ticipated life span of the Landfill is less than twelve (12)
months.
1.3.5. The City wili provide at least thirty (3p) days r~otice of the date the City will no longer accept
all forms of acceptahle waste fro~n pern~itted haulers at the Landfill.
I.4. Hauler Rec~uired ta Obtain City Pe~rmits. The Haulez' must abtain a solid waste hauler's
permit as required by applicable City ordinances.
ARTICLE 2. ACCEPTABLE WASTE
2.1. A,cCeptable 'Waste.
Elliats 2007 Ahsolutt Wa~te Agmt 062907_doc Page 8 of 43
2.1.1. The Hauler shall deliver onl~+ acceptable waste.
2.1.2. Any acceptable t~aste co-mingled with hazardons, medical, or
unacceptable waste wi11 be considered unacceptable waste.
2.1.3. At any time, the City an~ Hauler mutually may agree in writing that any tnaterials,
which are defined as unacceptable waste in Section 1.1. af this agreement, should in the
future be reciassi~ed as acceptab~e waste.
21. Guaranteed To~nage.
2.2.1. Cornmencing on the ef~ective date, the Haule:r gua:rantees ta deliver t~ot less than 6,400
tons per year ("guat'anteed annuaf tannage") of j~isdictional waste and acceptable waste
collected outside the City's limits to the Landfili, and the City guarantees that it will accept
the waste.
2.2.2. The Hauler shall deliver the guaranteed ant~uai tannage. The Hauler's targeted manthly
~ozmage de~ivery schedule is defined as one-twelftl~ (11I2) of the guaranteed annual tonna~e.
2.3. Adjustments #o Guaranteed Tonnage.
2.3.I. If notwithstanding the Hauler`s best efforts and irnplementation of best business
practices, the Hauler documents to the reasonable satisfaction of the City a~oss of custo~mers
in the Coastal Bend Region, which has :resulted in a net decline of more than 10% of the
deliveries to the Landfil~ by the Hau~er, and as a result the Hauler is unabie to deliver the
guaranteed tonnage for a period in excess of a year, the parties wilj act in good faith to
renegotiate the guarar~~eed tonnage.
2.3.2. The Hauler may request a change in its guaranteed tonnage sixty days before the
annual anniversary date of this Agreemezzt.
2.4. Hauler Agrees Nat ko Deliver Unacceptabie Waste. The Hauler agrees that the Hauler will not
deliver hazarc~ous, medical, or unacceptable waste to the City.
2.5. Ownership of Solid Waste. Any solid waste delivered to the landFli remains the property of
the generator. Leg~l title to the solid waste shall never pass to the City. Upvn request, the Hauler witl
tnake records a~vai~able to the City to determine the generators of a~y hazardous, medical, or
unacceptable waste deIi~ered to the landfill.
A,RTICLE 3. FEES
3.1. Acceptance Fee far Guaranteed MontN~ly tannage. Tk~e discounted acceptanee fee for
acceptable waste deli~vered by the Hauler to the la.~dfill is $19.50 per ton, plus any mandated Federa~
or State fees. This rate shal~ apply to acceptable waste delivered by the Hauler to the ~andfill
beginning June 1, 2007.
Elliott 2007 Ahsalute Waste Agmt QG2907.doc Page 9 of 43
3.2. Payment af Pez'mitting Fees. The Hauler agrees to pay all solid waste permitting fees impased
by Ciry ordinances.
3.3 Letter of Credit. If Hauler desires to establish a credit account with City for billing putposes
during term af this Agreement, Hauler is subject to and must eomply with the following provisions:
Prior to establishment of billing account with the City, Hauler shall provide City Director of
Financial Services with an irrevocable letter of credit naming the City of Corpus Christi as
beneficiary, in face ~alue equa~ to thiriy-five thousand dollars ($35,400.00), for City's use to pay for
Hauler's delinquent Landf ll accounts.
3.3.1 The irre~ocable letter of credit required under this provision must be issued by a
fitaancial institution wit~ offces located within the City of Corpus Christi, be valic~ far
minimum period of two (2) years beginning on the date of City Council approval of thxs
agreement, azzd require as sale documentation for payment a statement in writing from the
City Director of Financial Services or City Deputy Director of Financial Services setting
forth the circumstances giving rise ta the draft and accompanied by a properly cirawn draft in
an amozunt not to exceed #he face value of the letter of cre~it.
3.3.2 Procedures for City #o draw on th~ ~etter of credit are as follows:
3 3.2. I If Hauler is more than 5 calendar days overdue on any City bill or invQice for
JC Elliot landfill accaunt, City Director of Financial Services or City De~uty Director
of Financiai Services shalI send written notice to Hauler of intention to draw on letter
of credit if full payment nat recei~+ed within 5 calendaz days of date of notice. If fuli
payment is nok received by City Director of Financial Services ar City Deputy
Director af Finarccial Services by such date, then City Director of Financial Serviees
or City Deputy Director of Financial Services shall draw on letter of credit in an
amount su£ficient to pay o~e~due landfill account, and g~rovide notice of such draw to
Hau~er.
3.3.2.2 If Hauler tonnage does nat meet #he rninimum tonriage required under this
agreement, then, upon noti£'ication by City Director of Streets and Solid Waste, City
Director of Finaricial S~rvices or City Deputy birectar af Financial Services shall
draw on Ietter of credit in an amount sufficient to pay deficiency in minimum
tonnage, and shall provide notice of such draw to Hauler.
3 3.2.3 W ithin 3~usiness days o~ City's draw an letter of credit #'or any reason
described abo~ve, Hauler s~all provide City Director of Financial Services with an
irrevocable letter sufficient to provide total face value of thirty-five thousand dollars.
The intent of this paragraph is that Hauler sha~l at all times maintain letter(s) of ctedit
naming th~ City as benef ciary, wit1~ tatal face vaiue equal to thirty-~ve thousand
dollars {$35,004.00).
3.3,3 After Hauler has promptly paid all Ciry :uivaices or bills for Landf 11 account far
consecutive twn (2} year period, then the letter of credit shall be released by the City Di~ector
of Financial Services or City Deputy Director of ~'inancial Servicas. Untii such release,
Elliott 2007 Alssolute Weste Agmt a62907.doc Pagc 14 of43
Hauler must maintain an i:n'e~ocabie let~er of credit nam~izag the City of Corpus Christi as
beneficiary, in €aca value equal to thirty-five tho~sand dollars ($35,aoa.oa~, and provide City
Director of Financial5ervices with such letter(s) of credit.
3.3.4 Upon termination of this Agreement, the letter of credit may be applied to new Waste
Disposal Agreement for Cefe Valenzuela Landf 1F. After HauIer has promptly paid al1 City
F~~oices or bills for all Landfill account far consecutive twenty-four (24) month period, then
tfie letter of credit sha~l be refunded withaut interest to the Hauier.
3.4 Prior to estab~ishment of bzlling account with the City, in. lieu of a letter of credit, Hauler
~nay provide a cash deposit in the amount af $35,Q00 to the City Director of Financial Services
immediately upon execution of this Agreement, for Ciry's use to pay far Hauler's delinquent.
Landfill account.
3.4.1 Procedures for City ta draw on the cash depusit are as follows:
3.4.1.1 If Hauier is more than 5 calendar days o~erdue on any ciEy bi11 or invoice for
3C Elliot ia~ndfli account, then City Director of Financial Services or City Deputy
Director of fiinancial Services shall send writteza notice to Hauler of i~t~ntion to draw
upon cash deposit if full payment is not received within 5 calendar days of notice. if
full payment is not received by City Director af Financial Services or City Deputy
Direetor of Financial Serviees by sueh da#e, then City Director of Financial Services
or City Deputy Darector of Financial Services shall draw on letter of credit in an
amoun~ sufficient to p~y overdue landfill accoun#, az~c~ provide notice of such draw #o
Hauler.
3.4.1.2 ~f Hauler tonnage daes not meet the ~inimuzn~ tot~age required under this
agreement then, upon notification by Ci~y Director of Streets and Soiid Waste, City
City Director of Finan.cial Services nr Ciry Deputy Directnr oF Financial Services
shall draw an cash depvsit in an amount sufficient to pay deficiency in minitn~rn
tonnage, and sha11 pravide notice of such draw to Hauler.
3.4.1.3 Within 3 business c~ays of City's draw on cash deposit for any reason
described ahove, Hauler shail ptovide City Uirector of Financ~al Services or City
Deputy Director of Financial Ser~ices witl7 an additsonaI cash deposit sufficient to
provide total deposit of thirty-five thonsand dollars {$35,000.00). The intent of this
paragraph is that Hauler shall at all times maintain cash de~asit with the City in
amoun# of thirty-~ve thousand dollars ($3S,~OO.aQ).
3.4.2 ilpon tertnination of this Agreement, this cash deposit may be applied ta a new Waste
Disposal Agreement far Cefe Valenx~ela Land~ll. After Hat~ler has promptly paid all City
invoices or bilis for alI Landfill aceounts for consecutive twenty-four (24) month period, t~en
the cash depasit shail be refunded without interest to the ~-Iauler.
3.5 A failure to timely provide or maintain letter of credit or cash deposit requiured abo~e constitutes
breach of this agreement.
E11iatt 2007 Absotute Waste Agmt 462907,dce Pagc I! of 43
3.6 Municipal Solid Waste System Service Charge ("MSWSSC"}. Hauler shail pay the
MSWSSC fee, as is established by the City annually, eacf~ time Hauler makes a de~ivery to the
Land~ll, as is presently remitted at the L$ndfill gate by all cash, credit card and debit card
customers.
AR,TICLE 4. BILLING AND PAXMENT5.
4.1. Bil[i~ng. There shall be no billing account for Ha~ler under this Ageement un~ess Hauler has
provided a letter of credit or cash deposit in accnrdance with Article 3 abave. ~ach time HauIer
utilizes the Lar~dfill, Hauler shall pay For such usage via debit card or credit card. If debit card and
credit card are declir~ed, Hauler shall pay with cash. Cash means legal tender. Otherwise, Hauler
may not dispose of t~e load at the Landfill. Once the letter of credit or cash deposit is provided in
accordance with Articie 3 abo~e, f.hen the following terms sha~l apply to a~illing account:
4.2. Payments. The Hauler shalI znake payment to the City of the arrxount af each bill within 30 days
of the billing date ("d~e date") shown az~ the bilI.
4.3. Overdue Charges. Tf payment in full is not made an or before the due date, the I-~auler shall pay
an adrninistrative late fee of $~00 anc~ any amount remaining unpaid sha11 bear interest at t~e rate of
one and one half percent (1-1/2%) per month or the I~ighest rate that may then be lawfully charged
and paid, whichever is Iess, from #he due date to the actual date of payment.
4.4. Disputes.
4.1.4.1. In the event of a dispute as to any mont~ly payment the HauIer shalt pay
when due the amount of the bill, less #he amount in dispute.
4.4.2. The Hauler shall give the City, at the time payment is made on the bill, written
notice af the dispute.
4.1.4.3. The natice of dis~ute shall state the amaunt in dispute and a full statement of
the grounds that fortn the basis of the dispute.
4.1.4.4. Upon settlement by the parties of the dispute, i~the City pre~ails, the Hauler
shaIl pay iuterest on any arnount not paid by the due date at the interest rate specifiec3
in Section 4. I.3.
4.5. Fees Not Suhject to Set-Off: The ob~igations of the Hauier to pay fees under the terms under
this Agreement are not subject to any set-off, abatemen~, counterclaim, existence of a disp~zte or any
reason, known or unk~aown, foreseeable or unforeseeable, whic~ mig~t otherwise constitute a legal
or equitable defense or discharge of the liabilities of the Hauler under this Agz'eement or limit
recourse to the Hauler.
4.6. Payment of Fees Na Bar to Clairos for Abatements, Refunds, or A~justments. Payments
made t~der this Article do nat prejudice the rights of the Hauler to claim abatements, refunds or
adj~stments to which it is entitled under this Agreement.
Elliott 2Q07 Absolute Waste Agmt OG29D7.doc Page l2 of43
ARTICLE 5. LANDFILL PROCEDURES.
5.1. Acceptance of Solid Waste. The City will a~cept at the Land~ll all acceptabte waste delivsred
by the Hauler under the terms of this Agreement unless the City has rejected t~te solid waste under
Section 5.2. o~this Agreement.
5.2. Rejection of Solid Waste.
5.2.i. The City is not abligated to accept waste if the Landf ll is ctased due to a Force
Majeure.
5.2.2. 'i'he City is not obligated to aceepi waste i~the Hauler's credit card or debit card is
declined. But the City will accept any acce~tahle waste if the ~Iauler makes a cash payment
at the time of delivery.
5.2.3. The Hauler fails to cotnply with any published delivery procedures.
5.2.4. If a deIivery of so~id waste contains both acceptable waste and any laazardous, medical,
nr unac~egtable waste.
5.3. ~mproper Delfvery of Hazardons, Medical, or UnaceeptabEe Waste to Landfi[I. '~e Ha~ler
agrees to comply with the provisions in the Site Operating Plan relating ta t~e unproper delivery of
hazardaus, medical, or unacceptable waste and the procedures for removing any hazardous, medical,
or unacceptable wasfe from the Landfiil. The Hauler agrees tv pay any charges relating to the '
removal and disposal of hazardous, medical, or unacceptable waste that would ~e charged to any
other permitted hau~er that improperly delivered hazardous, medical, or unaccepfiable waste to the
Landfill.
5.4. City Nat Required to Screen Waste. Nothing in this Agreement obligates the City to screen
wasEe or ~o detect hazardous, m$dicai, or ur~acceptable waste delivered by the Hauler.
5.5. Delivery Schedute.
5.5.1. During the term, the Hauler may deliver acceptable waste to the Lanc~fill
duriutg its normal posted hours of operations.
5.5.2. The Ciry wili open the landfill for at least 58 hours, during we~ks withaut Ci~y
holidays,
5.5.3. The City wi11 consider requests for additiona~ hours ~ased on special needs af tl~e
Hauler and the availability of Landitll personnel.
5.5.4. Except in a Force Maje~re, the City will provide the Hauler witn at leas~ 48 hours
advance notice of any changes in the hours or days of operation.
5.6. Delivery Procedures.
S.G.1. The delivery of soIid waste to the Landfill shall be regulated by the provisions of the
Elliott 2007 Absotu[e Weste Agrnt 062907,doc Page 13 of43
Site Operating Plan. Copies ofthe relevant provisions will be pravidsd by the City to the
Hauler from titne to time. The terms and conditions in the Site Operatiz~g Plan a:re intended to
reflect the actuai procedures and operations at the Landitll. An e~tract of the relevant
provisivns of the curre~t Site Operatir~g PIan is attached as Exhibit A.
5.6.2. The City reserves the right to redirect the Hauler's tn~cks from the working face to an
on-site trarasfer station.
5.7. Deli~ery Vehic~es.
5.7.1, Acceptable waste must be delivered by the Hauler, at its expense, to #he Landfill in
enclosed container vehic~es ar enclased compactor vehicles complying with any applicable
State laws and regulations and City ordinances regulating the permitting of haulers, vehicles,
and containers, reg~lati~g the marking of soIid waste vehicles and containers, setti~g
insuxance requ~remen#s for haulers and vehicles, and identifying the generators of solid waste
being delivered to the Landfil.
5.7.2, The City may provide for a system for the identifiCation of deIivery ~ehicles,
including, without limitatia~a, i~entif carion of the Hauler, identi~cation of the specif c
vehicle, an~d tare weight of the vehicle or con#ainers used t~ haul s~lid waste ta the Landfill.
5.7.3. The City is undez' na obligation to accept acceptable waste from persons or ve~icles nat
complying with the permitting and marking systems, the insurance requi;rements, or the
delivery procedures established by the City.
5.7.4. The City may enforce compliance with pennitting ar~d marking systems and delivery
procedures by denial of disposal privileges and such ather rneans as it may reasonably
determine to be necessary and appropriate.
S.S. Fro~t of Line Privileges.
5.8.1. 'I'he City will provide front of ~ine pr~vileges to the Hauler and other t~aulers
with put or pay contracts with the City.
5.8.2. The Ciry may a~ its ~iscretion suspend front o#' line privileges under this ag~'eement
when waiting times to tip for other permitted haulers at the Landfill approach thirty (30}
minutes.
ARTYCLE 6. AS~IGNMENTS.
6.f. Assignment By Hau2er. Tfte Hauler may not assign or ttansfer, directly or indirectly, its interest
in and to this Agreement, without the cansent of the City Ma~aager, which consent will not be
unreasonably withheld, delayed, or subject to unreaso~able canditions.
6.2. A,ssignment By City. The City r-~ay, with prior written notice to the Hauler, assign all or any
portion af t.~.is Agreement for any lawful purpose. Ttie assignment of atl or any portion of this
Elliatt 2007 Absolute Waste Agmt 0629D7.doc Pege 14 of43
Agreement does nat relieve ~he City of any obligation under this Agreetr~ent without the co:n~sent of
Ha~ler.
ARTICLE 7. ~NSURANCE.
7.1. Insurance Reguixements. Insurance requirements are attached to and incorporated into this
Contract as Exhi6it B attached to and made a part of this Agreemen#, and may be rsvised ar~nually
by the City's Contract Administrator upon thirty (30) days written notice to Hauler.
7.2. Insurance Rec~uired by Subcontrac~ors. Any subcontractor, which is hired by Ha~ler to
deliver salid waste to fhe Landfill, must maintain the same i~surance as specified in Exhibit prior to
delivering any saiid waste to the Landfi~l. .
7'.3. Certi~cates of Xnsurance. Before acti~ities can begin under this Contrac#, Hauler's and any
subcontractar's insurance company(ies) must deliver Certificate(s) of Insurance, as praof of the
reyuired insurance caverages tn the City's Contract Administrator.
'~.4. Notice af Cancellation, Material Change, or Intent No# to Renew. Additionally, the ,
Certificate(s) must state that the City wi~! be given at least t~irty (34) days notice by certi~ed maiI of
cancellation, rnaterial change in the caverages, or ~tent not to renew any of the policies.
7.5. Caty N$~ned A,s Additional I~sured, The City must be na~ned as a~ Ad~itional Insured in each
palicy. The City A~tarney me~st be given copies of all insurance policies within 15 dxys of the City's
Contract Adm.inistrator's written req~est.
7.6. Waiver of Claim of Recavery. The Hau~er waives any claim for reco~vezy from the City for any
injury, loss, or c~amage ta Hauler resulting from #he perforrnance of this Agreement, to the extent
comp~nsation for the injury, loss, or damage shall have been recavered under any insurance palicy.
7.7. Written Notice of I~tju~ry, I,oss, ar Darnage Required. ~mmediately upon the occurrence af
any injury,loss or damage resulting from the performance of this Ag~'eement, written notice shall be
given to the City's authorized representati~e.
ARTICLE S. INDEMNIFICATION
8.1 Indemnification ~or Death, Personal Injury, or ~rope~rty Damage.
8.1.1. To the extent a~lo~ved by Texas law, Hauler, its officers,
members, partners, employees, agents, subcantractors, and
licensees shall fu~iy ~ndemnify, save, and hold harmiess the City,
its off cers, empZoyees, agen.ts, ~icensees, and inv~tees {"City
~ndemnitees" against any and a~l lia~ility, damage, loss, claims,
demands, judgments, actions, costs, and expenses {including
EIliott 2007 Absoiute Waste Agmt 062907.doc Page ]5 af43
reasonable attorney's fees and egpenses) of any nature
whatsoever on account vf personal ~njuries (inciuding, withou~
lim~tation on the foregoYng, warkers' couapensation and death
claims), or proper€y loss or damage df any kind whatsoever,
wh~ch arise out of or are in any manner connected w~th, or are
claimed to arise out of or be in any rnanner connected with the
~auler's deli~ery of solid waste to the Land~i~ under this
agreernent.
$.I.2. To the egtent allowed by Texas law, the City shall fully
indemnify, save, and ho~d harYnless the ~au~er, its officexs,
employee~, agents, Y~censees, and invitees ("Hauler indemnitees"
against any and all Iiability, damage, loss, c~aims, demands,
judgments, actions, cosfs, a~nd expenses (~ncluding reasonab~e
attorney's fees and expenses) of auy nature whatsoever on
account o~ personal injurxes (~ncludxng, 'wi~hout limitation on ~he
foregoing, wor~ers' compensa~ion and dea~h claims), ar property
loss or damage of any kind whatsoev~r, r~vh~ch arise out of or are
~n any ~r~aannex connected with, or are cla~med to arise out of or be
in any manner connected w~th the Gity's delivery o~ solid waste
to the Landfill under this agreem~nt.
$.2. Indemn~fication fox ~mproper Disposa~ o~ Hazardous,lV~edicai, o~r
Unacceptable 'Was~e. ~f the City elect~ to dispose of any hazardous,
medieal, or unacceptable waste, the Hau~er shall inde~nify and hold
the City indemnrtees harmless from and against all Iiabil~ties, losses,
damages, costs, ezpenses, and disbursements, incjuding reasonable
lega~ f~es and expenses ar~sing out o~ ~he processing or disposa~ by the
person of unacceptable waste or waste no~ consti~uting acce~table
waste delivered by the Hauler and ancidental and consequential
damages incurred by the Ci#~ indemnitees.
8,3. ZndemnYficat~on ~or Viola~~ons of Any ~'ederal or State Laws and
Regulations. The Hau~er shall hold harmless and indemni~y the City
~ndemnitees frvm and against any egpense, fine, or penalty, including
Elliott 2U47 Absalute Waste Agmt 062907,dx Page 16 of 43
attorneys fees, and shall defend the indemnitees in any proceeding,
including a~peals, for v~olat~on of any FederaZ ox State ~aw, ~ruZe, ox
regulation re~at~ng to the co~lection, transporta#ion, and disposal of
solid waste arising ou# of the any of the following:
8.3.~.. The negligence or wrongful misconduct of the Haulear, its
directors, officers or partners, emp~oyees, contractors, or agents.
8.3.2. The failure by the Hauler, its d~r~etors, off cers or partners,
employees, contrac~ors, or agents to comply with applicable law,
rule, or regulation.
8.3.3. The delivery by the Hauler of any Hazardous Waste vr
hazardous, medical, or unacceptable waste to the ~andfil~.
8.4. Duty to Investigate, Defend, Settle, a~d Pay Any Claims a~d Ae~mands.
8.4.1. Hau~er must, at its own expen5e, investigate aiI those claems and demands, atte~td
to their seftlemen# or other disposxtion, de~e~d all actions witft co~nsei satESfactory to
City indemnitees, and pay all charges o( attor~eys and ait other cost and expens~s of
any lcind arising fro~n any of said liabifity, damage, loss, claiEns, de~nands, or aetions.
8.4.2. To extenf autharized by law, the City m~st, at its Qvf+n e~pense, in~vestiggte all
fhose claims and demands, atte~d to #heir settle~nent or other disposition, defend a~l
actions with eounsel satisfactory fa Hauler indemnitees, and pay all charges af
attorneys and all other cost and expenses of any kind arising from sny of said liability,
damage, ~oss, claims, demands, or actions.
ARTICLE 9. ~OVERNMENTA,L REG~TLAT~ON.
9.1. ,~arisdiction. The City and the Hauler acknowl~dge that tb.e eollection, txansportation, and
disposai of solid waste is subject to xegulation unt~er both FederaI and State Iaws and regulations and
tl~e jurisdiction of various goverrunental agencies, including, wit~aaut timi#ation, USEPA, TCEQ, ar~d
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 material~y camply with alI applicable law, statutes, rules, regulations, ordinances, and Site
Operati~ng procedures applicahle to them in connection with t~is Agreement and the transactians
canternplated by #his Agreement. T`~e law, statutes, rules, regnlatians, and ordinances rnay include,
without limitation, actions taken by the Texas Department of Transportation and Ciry of Corpus
Elliott 2U07 Absolute Waste Agmt 0629d7,dae Yage l7 of 43
Christi to regulate vehicle tra~'ic associated with the Landfill.
4.3. Compliance with Other Laws and Regulations and Yndustry Standards by Hauler. Hauler
sha1I comply with all other app~icable laws, rujes, regulations, ordinances, pertnits, axtd requirements
of any governnlental entity having jurisdiction, including all applicable health and safery, anti-
discriminatiot~, affir~native action, and minoriry busi~ess apportunity laws, and all ap~licable
industry codes, specifications, and standards respecting Hauler's business and operation.
9.4. Compliance by Hauler's Ag~nts and Subcontractors. The Hauler agrees to take alI necessary
action to cause persons delivering waste on i~s behalf to the City to comply with any law, statute,
rule, reg~lation, order, standard, S~te Operating Procedures, or ordinance of the City of Corpus
Chrisii, USEPA, TCEQ, the Texas Department af Public Safety, and any other authorized ~ederal or
State agen~y or law enforcement organization.
ARTYCLE 10. SUSPENSTON DIIE TO FORCE MAJEURE.
1.0.i. Suspension o~' Ob~igations.
10.1.1. A dela~ or failure of perfarmance under this Agreement by either party shall nat
constitute an event of default or cause for any liability under this Agreement to the exten#
caused by Force Majeure.
10.1.2. Any delay or fai~ure caused by a Force Majeure shall be excused at any time
performance is affected by a F~rce Majeure and during the period as may be reasanably
necessary for the afFect party, using its reasonable efforis to correct the adverse effects of the
Force Majeure.
10.1.3. ~f the ~'orce Majeure causes a reduction, but not a complete sttspension in the abiliry
of th.e City in connection with t~e operatian of the Landfill to accept, proeess, or dispose of
acceptable waste, then subject fo then. existing commitments of the City with respect ta the
Landfill, and the requirements of all applicable permits, consents, anci appror+als of the
USEPA, TCEQ, and otl~er governmental entities, #he City shall use its reasona~le efforts ta
alloca#e a portzon of the r~duced capacity af the Laz~df LI to the Hauler. The atlocation of
landfill capacity shail be determined by the City iu~ its sole discretion.
101.4. The party relying on a Force Majeure as justificatio~ for a delay or failure of
performance under this Agreement shall give the other party prompt written notice of t}~e
Force Majeure.
1Q.2. Efforts to Remove Coadition. A party whose performance is adversely affected by a~orce
Majeure shall use its reasonable efforts to overcome or remove the Force Majeure.
10.2.1,. After the completion of a suspensian due to the Force Majeure and to tS~e extent fhe
City has the capacity to accept and dispos~ of excess waste, the City shall use its reasonable
Eiliott 2QD7 Absolute Waste Agmt 052907.dac Page 1$ of43
efforts to accept acceptable waste collected by the Hauler, which the Hauler was unable to
deliver to the City during the Farce Majeure period.
10.2.2. The City is not o6iigated to accept acceptabte waste to t~e extent that the acceptance,
processing, or disposa~ of the acceptab~e waste is conirary to or in, vaolation af or would
cause the City ta be in violation of any permits and approva~s far the Landfill.
10.2.3. In #he event #hat Hauler is gre~ented from delivering acceptable waste to the Landfill
as a result of the Force Majeure, Hauler shall still be req~ired ta deliver such tor-nage as is
reasonabIy practicable under the circumstances. The parties shall negatiate and agee o~ the
period during which H~uler is entitled to cure any resuiting s~ortfall.
10.3. Change in Taxes, Fees, Assessments, and Charges. The adoptian of any law, regulatian,
rule, or ordinance that irnposes or amends any tax, f~e, assessment, ar charge does not constitute a
Farce Majeure,
ARTICLE 11. LIQUIDATED J)AMAGES AND DEFAIILT.
11.1. Suspe~sion of Service by C~ty. If the City fails to accept acceptabie waste at the Landfill as
required by the ternzs of this Agreement, the Hauler may select an alternate disposal site and be
credited for any acceptable waste delivered #o ~.n alternate disposat site for the period of the failure
by the City. If the canditions continue for more than thiriy (30} days, #his Agreement automatically
terminates.
11.2. Events of Default of the City. The City is in default if it makes a general assignment ~or the
benefit of creditors, fi~es a petitian in t~ankn~ptcy, is adjudicated insolvent or bankrupt, getitions or
applies ~o any tribunal far any custodian, receiver, or trustee for it or any substar~tial part of its
property, commences any praceeding relating ta it under any bankruptcy, reorganiza.tion,
arrangement, readjustmen# of debt, dissolution, or lic~uidation law or statute of any jurisdiction,
whe#he;r now or after the effective date of this Agreement is it- effect, or if there shall have been f led
any suc~ proceeding, in which an ordcr for rel~ef is entered or wi~ich is ~tot dismissed for a period of
sizcty (60) days or mare, or if by any act indicates the City's consent to, approval of, or acquiescence
in ax~,y petitian, appiication, or proceeding or order for relief or t~e appo~ntment of any custodian,
receiver of, or any trustee for the City or any substantial part of the City's property, or suffers any
custodianship, rsceivership, or trusteeship to continue uz~discharged for a period ofsixty (60} days or
more.
11.3. Events of Default of Ha~fer. Each ofr the followir~g shall be an event of default by the Hauler
under this Agreenaent and are grounds for terminatian of the Agreement:
11.3.1. 'The Hauler fails to pay eny amounts, including without limitation, the acceptance fee,
and any amounts payable under Sections 3.2 or 3.6, which become due under this
Agreement, within thirty (30} days of ~otice of delinquency frorn the City.
1i.3.2. The Hauier fails to abserve and perform any other material terrn, covenant, or
agreement contained in this Agreement, the Site 4perating Plan, or other agreements or
Elliott 2007 Absolute Waste Agmt U62907.doc Page 19 oE'43
policiES to which either t~ae Hauler is suhject and the failure continues for a period of thirty
(30) days after ~vritten notice to the Haulerr specifying the nature of the failure and requesting
that it be retnedie~.
11.3.3. The Hauler fails to kee~ alI insurance policies in force for the entire term of this
Agreement is grounds for termination.
11.3.4. The Hauler ma~es a general assignment for the ~ene~t af creditors, files a peti[iorn in
bankruptcy, is adjudicated insolvent or bankrupt, petitians or applies to any tribunal for any
c~tstodian, receiver, or trustee for it or any substantial part af its property, commences any
proceeding relating to the Hauler undsr any bankr~tptcy, reorganization, arrangeFnent,
readjustment of debt, dissalution, .or liquidation law ar statute of any jurisdiction, whether
n.ow or after t~is Agreement is in effect, or if there is or has heen filed any proceeding, in
which an order for relief is entered or which is not dismissed for a period of sixry (60} ~ays
or more, or if by any act indicates the Hauler's consent ta, approval of, or acquiescence in any
peti#ian, application, or ~roceeding or prder for relief or the appointment of any eustodian,
receiver of, or any trustee for the Hauler or any substantial part of the Hauier's praperty, or
suffers any custodianship, receivership, or trusteeship to continue unc~ischarged for a period
of sixty (GO) days or mo~re. ~
X1.4. Remedies on Default. Whenever ariy e~vent of default occ~xrs and is continuing, the non-
defaulting party has the fol~owing rights and remedies:
11.41. Upon ten (10} days written notice to the City, if the Ciry is the~ ir~ default, the Hauler
has tne option to terminate this Agreement, unless the event af de~ault is ful~y cured prior to
the expiz'ation of ten (IO) day period or unle~s during the period the City has taken remedial
steps the effeet of which would be to enable the City to cure the event of default within a
reasanable period of time (whickt, if the event of default is a default in the payment of monies
and resuIts from restraint by a court or regulatory agency, means the undertaking and
~rasecution of prompt, diligettt, good faith efforts ko remov~ the restraint);
1~.4.2. Upon ten (10) days written notice to tt~e Hauler, if t~e Hauler is then ~n default, the
City shall have the op~ion to terminate this Agreement, unless the event of default is fully
cured prior to the expiration often (10) day period or unless during t~e period the Hauler has
#aken remedial steps the effect of which wauld be to enable the Hauler ta cure the event of
default ~ithin a reasonable petiod of time (which, if the event of default is a default in tf~e
payment of monies aud results fro~t restraint by a court or regulatory agency, means the
ugdectaking and prosecution of prompt, di~igent, good faitYi efforts to remove the restrain~);
11.4.3. Upon written notice ta the Hauler, if the Hauler has defaulted, the City shall have the
opiion, witttout terminating t~is Agreement, to stop accepting acceptable waste deli~ered or
tendered for delivery by the Hauler, until the default is cured or this Agreement is terminated.
T~e City may concurrently pursue any ather remedies to which it is entitled at law or in
equity for the defrault.
ARTICLE 12. Z2EPitESENTATION AND WARRANTIES.
Elliott 2p67 Ahsolute VVaste Agmt 062907.doc Page 20 of43
12.1. Representations and Warranties of the Hauler.
~2.i.1. The Hauler by this Agreemen~ represents and warrants to the City that this Agreement
has been executed by authorized officers of the Hauler, and has befare ente:ring this
Agreement delivered to the City er+idence af the authoriry.
12.1.2. Tt~e Hauler has the full power and authority to execute and d~liver t~is Agreement to
~he City and to carry out the obligations and transactions contemplated by this Agreement
throughout its term.
12.1.3. There is na claim or litigation pending or to the knowledge of the Hauler, threatened
that questions ~is Agreement ar that affects or may affect the obligations and trat~sactions
contempla#ed by this Agreeme~nt.
12.2. Represe~tatians and Warranties of t~e City.
12.2.1. The City by this Agreement represents and warrants to the Hauler that the Ciry has
the full pawer and authority to execute and deliver this Agreement to the Hauler ane~ to cai~y
out trie abiigations and transactions contemplated by this Agreement.
12.2.2. There is no claim or litigati4ra pending or to the knowledge of the City, threatened
that questions this Agreement or that affects or may affect t~e abligations and transact~o~s
contemplated by this Agreement.
12.3. Liab~lity for Breach. It is understood and agreed that the signatories to this Agreetnent ~re
1zable to each ot~er ~n the manner and #o the extent provided by law for any loss or harm accasioned
hy the breach af an.y ternn., cavenant, agreement, undertaking, or obligation of this Agreement. This
section shall survive the tertn of this Agreement.
ARTICLE 13. GOVEI2NING LAW AND VEIYUE.
13.1. L~ws af Texas AQplicable. The interpretation and perfortnance of this Agreement shall be
under and co~trolled by the laws of the State of Texas.
13.2. Venue. The sole and exclusi~e forum for the initial determinatian of a~ny question of Iaw or
fact to be detenmined in any judicial proceeding relating to this Agreement shall be any court of
competent jurisdiction in Nueces County, State of Texas, includin.g the United States District Court
for the Southern Aistric~ of Texas, Corpus Christi Division.
13.3. Agreement Not Affected by Pending Litigation. Except as vtl~erwise speciftcally pro~ided in
this Agreement, the pendency of any claim or litigation does not affect the abligations ~f the parties
to make any payment or re€~der any service required by this Agreement or the rights of the parties
unde:r this A$reement.
Elliott 2D07 AbsoEute Wasta Agmt 06~9b7.dac Page 2l of 43
ARTICLE 14. MISCELLANEOYIS PRO'VY5IDNS,
14.1. Entire Agreement. This Agreement merges and s~persedes ail prior negotiations,
representations, and agreements between the parties. This Agreement con.stitutes tl~e entire
agreement between the parties to this Agreement in respect of the subject matter of #his Agreement.
14.2. Waiver. No delay in exercising or Ihe failure ta exercise of any right or rernedy accruing to or
:tn favor of any party Under this Agreement impairs any right or remed~r or constittates a waiver of the
right or remedy. Every tight and remed~+ gi~ven under t~is Agreement ar by law may be exercised
from tirne tfl time and as often as may be deemed expedicnt by the parties to this Agreetnent.
14.3. A,meredments and Modi~catians. This Agreement may not be amended or rnodifed except in
writing. The amendment or modi~'ication must be signed on b~half of both parties by their duly
authorized officers.
14.4. Indepeudent Contractar. Hauler will perforrn the services hereunder as an independent
contractor and will furnish such services in its own manner and method, and under no circurr~stances
or conditions may any agent, servant, ar empIoyee of Hanier be considered as an empIo~ee of the
Ciry. ~
14.5. Subcontractors.
14.5.1. Hauler may vse subcontractors in conr~ection with the work performed under this
Agreement. When using subcontractors, however, Hauler must obtain prior written approval
from the Cantract Adminisfirato:r.
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 empiayees were employees afHauler.
1.4.5.3. All requirements of this Agreement impased on the Hauler are applicable to aIl
subeontractars and their e~ployees to the satne extent as if the Hauler and its employees had
perfor~ed the services.
14.6. Successars and Assigns. This Agreement in-ares to the benefit af and binds the respective
successars and permitted assigns of the parties to this Agreement.
14.7. Contract Administrator. The Cantract Administ~rato:r designated by the City is responsible for
aQproval of all phases of perforinance and operations under this Agreement including deductions for
non-perfarmance and authorizations for payment. A!1 of Hauisr's ~otices ar communications
regaxding this Agreement must be directed ta the Contract Administrator, who is t~e City's Director
of Solid Waste Services.
14.8. Notices. All written natices, reports, and ather documents required or pertnitted under this
Agreernent must be in writing and are deemed to have been given when delivefed persona~ly or
deposited in the mails, postage pregaid, registerad or cErtified mail, return receipt req~tested, or by
commercial overnight courier addressed to the party ta whom notice is being given at the party's
address set forth below. Either party rna~ change its address by sending written notice that complies
611iott 20Q7 A6solute Waste Agmt 0629Q7.doc Page 22 of43
with this Section.
Hauler: Absolute Waste Acquisitions, T~nc.
Attn: William Davis
P.O. Box 260898
Corpus Christi, Texas 78426
And
2932 County Road 44
Robstown, Texas 78380
(3d1} 887-7747 F'hone
(361) 767-8317 ~'ax
City: Director ofSolid Waste Services
City of Corpus Christi
2525 Hygeia Street
P.Q. Box 9277
Corpus Christi, Texas 7$469-9277
14.9. RepresentatRVes. ~or biIling purposes, the parties desigt~ate fhe following representatives and
addresses:
Haule:r: Absolute Waste Acquisitions, Tnc.
Attn: William Davis
P.O. Box 260898
Corpus Christi, Texas 78425
And
2932 County Roa~ 44
Robstown, Texas 78380
(361) $87-7747 Phane
(361) 767-8317 Fax
City: City of Corpus Christi - Financial Services
Accounts Receir~ables
1201 Leopard Street
P.O. Bax 9257
Corpus Christi, Texas 784d9-9257
14.10. Fiscal Year. AIl parties recogn~ze that the continuatian of any contract after the close of any
fiseal year o~'the City, which fscal year ends on July 31 annuaIly, is subjECt to appropriations and
budget agpro~al providing for such cont~act item as an expenditure in that budget. The City does not
represent that the budget item will be actually adopted, that determ~rr.ativn is within the sole
discretion of the City Council at the time of adoption ofeach budget.
14.].1. Righf to Mast Favorab~e Acceptance or Tippi~g Fees.
1.4.11.1. If t~e City enEers into an agreement with any other company, person, or legal entity
Elliott 2007 Absolute Waste Ag,ntt d529U7.doc Page 23 of 43
that provides soiid waste hauling services or generates, disposes, or transports solid waste to
the City's landfill (or e~ters into a renewal, modification, extension of any existing agreement
with such a pat`ty), and the dvcument contains provisions for acceptance or tipping fees more
favorable to the otY~er party than those in #hi$ Agreement, the Hauler shall have the right
either to terminate this Ageement ar tti amen~ this Agreement to contain suc~ mo~e
favorable terms and provisions.
14.1I.2. An agreement that offers an equivalent discounted accegtance fee for a commitment
to deliver alI tonnage caliected within the bounda~ries of the Coastal Bend Council of
Governments ("CBCOG"} instead of a guaranteed annual tonnage is consic~ered comgarable
to this Agreenaent if the othex ter~ns and conditions are similar to this agreement. An
agreement based on cielivery of all tonnage collected within the CBCOG boundaries wiil
include #he rip,3it of the City to audit for compliance anc~ penalties far fazlure ta deliver atl
tonnage from the area.
14.i1.3. The City will not offer similar agreements to a hataler that has not had a solid waste
hauler permit for at least 12 montl~s..
14.12. City Reserves Legisi~ti~e Authority. Nathing in thas contract restricts the right of the Cily
Council tv amend the City's Code of Ordinances, including its authority to reguIate, permit, and
franc~xse solid waste haulers operating within the City or using the City's soiid waste disposal
facilities; regulate t~e storage, transportation, and disposal of any solid waste ger~erated within the
City or its industrial districts; ar impase taxes, surchar~es, utility fees, or o#her fees, including
~;enerator fees, an residents, commercial and industrial facilities located within the City and
industrial districts and customers from outside the City who use any Qf #he City's sniid waste
disposaI facilities or services; and including the setting of disposal or tipping fees at City disposal
facilities wit~in and outside the City limits.
1,4.1.3. Fur~her Actions. Each party agrees that it will, at its own expense, execute any and a}l
certificates, documents, and other instruments, and take other actions as may be reasonably
necessary to give effect tn the terms of this Agreement.
14.14. Triplicate Origin~Is. This Agreement may be executed in ~riplicate originaIs, anyone of
which is considered to be the originai Agreement for all purposes.
14.15. Severability. In the er+ent that any of tl~e pravisions, port~ons, or applications of this
Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the City
and the Hau~er shall negotiate a~ equitable adjustment in the provisions of this Agreement with a
~iew toward effecting th~ purpose of this Agreement, and #he validiry and enforceabiIity of the
remaining provisions, portions, or applications of this Aereement are not be affected by th~ defect in
the provision, portion, or application of the Agreement tha# was ruied unenforceable or invalid.
14.16. Rights of Third Parties. Nothing in this Agreement is intended to confer any right on any
person other than ~he parties to this Agreement and theu respective suecessors and assigns; ~nar is
anything in this Agreement intended to m4dify or discharge the obligation or ~iability of a~ny third
persan #o any party to this Agreemeut or give any third person ar-y right of subrogation or action
Elliott 2007 Absoluta Waste Agnt U52407_doc Page 24 of43
over or agai~ttst any party to this Agreement.
14.17. Headi~gs for Convenience. The headings in this Agreement are fo~r convenience and
reference aniy and in no way define or limit the scope or content of this Agreeme~t or in any way
affect its provisions.
1418. Publicity and Property Rights.
14.18.1. The Hauter may nat advertise or ot~erwise use its relationship with ttxe City under
this Agreement in any public discIosure without the priar written consent of the City. The
prohibition includes, without limitation, broc~ures, listings, teferences, advertisements,
announcements, or other release of infarmation concerning the existence, content or.
performance under this Agreement to any third parry.
1418.2. The Hauler is not pem~itted to photograph, film, tape ar other make audio or visuaI
recording at, ar allow any unauthorized person to en#er the Landfill withaut the express prior
written consent of the City's Director of Salid Waste Services.
1~.1$.3. The Hauler may not use or permit the use of the trade ar service names, marks, ar
logos of the City or any of its af~'iliates in any manner.
14.18.4. The Hauler's obligations under this Section 14. ] S sha(1 survive the expi:ratzon or
termination of this Agreement. •
14.19. Survival af Obligations. Notwithstanding the expiration or the terrnination of this Agreement
under its terms, any duty or obligation of Hauler, which has nat been fully observed, performed, or
discharged, and any right, unconditional or coc~ditional, whieh 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, wifh z'espect to secrecy, indemnity, warranty, guaranty) shall
s~rvi~e tk~e expiration or tsrmination of this Agreement u~til the duty or obIigation has been fully
obser~ad, perforrr~ed, or discharged and #he righ.t has been fully enjoyed, enforced, and satisfied.
X4.20. Exclusivety of Remedies. Neither parry shall be iiable for or obligated to pay punitive,
eonsequential, sgecial, incidental, or indireet damages in connection with the perFormance of this
Agreernent.
The parties to this Agreement have caused t4~is Agreement #o be executed o~n the date the City's
regresentative exec-~tes this a~reement, TY~€is Agreement is intended ta ta~ce effect as a sealed
instrument.
AGREED TO BY:
ABSOLUTE WASTE ACQUISITIONS, ll~TC.
~ ~~~/i ~J ~ ~L
WiIliam Davis, Presiden#
Elliott 2007 Abso~ute Wasce Agmt ~6~9Q7.dac Page 2 S of 43
Date:
TI~E STATE OF TEKAS §
COUi~ITY OF n~'~ LCCS § u us+ 3, a°a~
~"~`~ ~ ~ ~
This instrument was aciznowledged before me on ~ ~ ~~5 ,, 2007, by, Williarr-
Davis, President, on beha~f of Absolute Waste Acquisitians, Inc., a corporation.
W
NotaryPublic ~AYF(~e` DA~INETT~ O7T
State of Texas . }° ~, Notoryr ~ublic, Slate ~f Texas
h
CITY OF CORPUS CHRISTI
Geor e . Noe
City Manager
Date: ~~~ ~~
A~7'EST~
Armando Chapa
City Secretary
''~oFt~~ J NUARY 21 2008
er cour~r.r~
~
Approved as to form: This ~ day of }' ZQa7
~/~k~
~.,~ sc v~ ~`''~
Assistant City Attorney
For Ciry Attomey
Elliott 2Q07 Abaolu~e Waste Agmt 0629Q7.doc Page 2b oF43
THE STATE OF TEXAS §
§
COUN'TY O~' ~1UECES §
This instrument was acknowledged before rne on ~~~, 2Q07, by George K.
Noe, City Mana~er of the City af Corpus Christi, a Te as Municipal Corporation, on behalf of said
corp tion. ~
~ ~ . ,~~",ny~ CONNI~AARKS
•.~~,_ '= NfY CpMNIlS51DN EXPIRES
NotaryPubIic ~_ ~+~,esre,~o~i
State of Texas ~~"~~~
Elliott 2007 Ahsolute Wastc Agmt d62907.dac Page 27 of43
EXHIBIT A
EXTRACTS FROIVI
SITE OP~RA,TING PLAN
C1TY QF CORPUS CI~RIST~
J. C. ELL~ATT LANDFILL
PERMIT 423A
Elliott 2~07 Absolute Waste Agmt 062907.doc Page 28 of 43
4. OPERATIONAL PRUCEDURES
4.1. Access Cantrol
Public access to the landfill is iimited to one existing maxn entrance from Ay~rs Street (State
Highway 2$6). Gate hause personnel control aceess and monitor all vehicles entering and exiting the
site. Additionally, two other private en#ra~ce/exits gates are located at tttis site; one gate being at the
northwest comer and the otl~er at the southwest corner of the landf~ll on Greenwood Drive. These
gates are used from fime to time to move equipment to and from mainfenance shops, as constntction
contractor entrances, and other such activities not directly associated with waste hauIi~g.
4.1,X. Access Fram Pub~ic Road
Access to the site will be from Ayexs Street (Sta#e Highway 28b) at t~.e existing site entrance.
Ayers Stree# is a two-way, two-lane asphal#-paved road, wi#h an average pa~ement width of
20 feet. A site sign is pram~ently displayed ad~acent to the gate entrance.
4.f.2.'Vehicle Access
All wasie-hauling ~ehicFes will deposit their Ioads at the vvorking face or the designated
processing area. Only landfill construction vehicles, landfill personnel vehicles, and #he
authorized haul vehicies will have access to the active portion of the landfilt.
4.1.3. Al!-Weather Access
The existing site entrance is paved asphalt drive that transitions into a caliche raad. The
caliche on-site roads wiil be mai.ntained for al(-weather access by site personz~el. The
entranee to the facility frorn Ayers Street and all interior access roads within the site are all-
weather roads. Prior to inclement weat~er, an all-weat~er access area wili be constructed.
AIl-weather road and access area are provided to th~ active disposal area, and consist of a
minimum of 8 inches of crushed caIiche and/ar crushed asphalt. A pad (may vary in size)
may he constructed by the disposal area so that disposal ~ehicles will har+e enough room to
maneuver white tltey are disposing of the waste. The caliche/asph.alt materials used for all-
weather road cvnstructian will be salvaged and reused as the access road locations change
across the site. Haulers will durnp waste at the edge of this designated area and allow the
compactor to push the waste into the fill. Therefore, no separate wet-wcather operations area
will be necessary.
4,1.4. Traffie Control
The entrance to ti~e Iandfill is loca~ed o~ the sou~heast comer of the site. The gate attendant
wi~l restrict site access only tn aut~orized vehicles and will direct these vehicles
appropriately.
Eliiott 2007 Absolute 13Vaste Agmt Q629b7.doc Page 29 of 43
Solid waste transportation vehicles will be weighed at the gate scaie and tllen directed to the
ac#ive portion af the landfiIl. Site personnel, signs, and barricadas will provide traffic
directio~as as necessary ta expedite safe movement of vehicles.
4.1.5 Site 5ecurity
Site security measures ate 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.
Unautharized entzy into the site is minimized by controlling access to the landfill site with
the perimeter fence and locked gates at all entrances.
The ~ain site entrance (Ayers Street) is secured hy a gate which is monitored by the
office/gate attendants during narmal site operating hours. Outside normal operating hours,
the gate to the site wili be locked. All other entrances wiil remain. locked or attended by site
personnel. •
Entry to the acti~ve portion of the site will be restn'icted to designated personnel, approved
waste hauiers, and properly iden#ified persons whase entry is authorized by site management.
Visitors may be allowed on the active area only when accompanied by a site representati~e.
~ ~ * ~
4.2. Unloading Wastes
The jandfill is authorized to receive municipal solid waste and those special solid wastes allowable
under '330.13b of the Texas Commission on Environmentl ua~i ("TCEQ") Municipa~ Solid
~aste Management Regulatians "MSWMR~, 30 TAC Chapter 330, (Note: Underlined text has beet~
added for clarity.) The site is nat authorized to receive regulated hazardous wastes or radioacti~e
wastes. Tfiese categories af wastes are prohibited at this site by state and federal regulations {refer ta
Section 6- VVaste Screening Plan.)_ Special wastes will not be handled at this landfill except in
accar~anee with TCEQ regulatians and Section 4.20 -Dispasal of Special V47astas of this SOP.
The unioading of solid waste will be confined to as small an area as practical. Traizied personnel wiil
monitor the incoming waste on the trucks. These personnel are familiar with the rules and
regulations governing the various types of vvaste that can or cannot be aecepted into this facility,
including i~owledge of `330.136 of the MSWMR. The personnel also ha~a a basic understanding of
both industrial and hazardous waste ar~d their transpartation and disposal requirements. Solid waste
dumping wili be controlIed to pre~ent dispasal in locations other thazk those specifed by site
managem~nt. Unloading of waste in ur~authorized areas is prohibited amd site personnel shall take
the necessary steps to ensure complianca with this provision. Any waste deposited in an
unauthorized area s~all be removed promptiy ar~d disposed of property.
Elliatt 2007 Absotute Waste Agmt 062947.doc Page 30 of 43
Rules for waste disposal and prohibited waste will be protninen#ly 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 thraugh Saturday. Normal opexating
hours for receiving wastes ivill be between 7:00 a.r~. to 7:00 p.m., Monday thraugh Saturday. '~e
site will be closed on Sundays and certain holidays. Operation on Sundays will be limited and only
heId in conjunction with special events such as community clean ups.
Operation of the site for special accasions, special purpose events, or other special occurrences wil!
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 nee~s of custo~ners.
4.4. Site Signs
An entrance sign is disglayed at the en4rance to the site. T#iis sign states t~Ze name of the site, type of
site, hours arzd days of operation, and the TCEQ perrnit namber. A sign prahibiting certain types of
waste such as hazardous waste, Class I waste, and smoking wilI be posted outside the lan~fill
entrance.
4.5. Cvntro~ af Windblawn Wastes and Li#ter
~indblown wastes will be controlled hy several means.
* All waste transportation ~ehicles ~sing this faciliry will be rsquired to have in
place adequate covers or other means of containment for the wastes they tzansport. The
adequacy of covers or containment of incoming wastes will be checked at the facility
~ entrauce.
* To fiirther minimiz~ windbiown wastes, the facility will provide litter contro~
fences, as necessary, at appropriate locations nea~ the working face and elsewhere. `E~e litter
control fence wi~~ be at least 5 feet higi~ and wiil be located as close as practical to the
lancifilling area.
* Periodically (at least weskly), as part of the overall site maintenance grogram,
facility personnel will collect windblown waste materials which may have accumulated on-
site and on both on and off-site access roads.
* The working €~ce of the active disposal area shall be covered daily to avoid
pralonged exposure of wastes, and to minimize windblown material.
~: * ~x * ~
Elliost 2087 Ahsolute Waste Agmt 0629U?.doc Page 31 of A3
4.$. Control of Waste 5piiled nn Roate to the Site
The Landfill Superintendent will take steps to ensure that vehicles ha~ling waste ta th~ site are
enclosed or provided with a taipaulin, net, or other means to pro~erty secure the load. These steps
are necessary to prevent the escape of any part of tk~e Ioad by blowing or spilling. S~gns statixig this
policy will be posted anc~ affenders may be re~orted by the Land~l~ 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 th.e site for a
distance of 2 tniles in either direction from any entrance used for delivery of waste to the site. The
Landfill Superirttendent wi~l consult with off cials of the Texas Department of Transportation
concerning cleanup o~'state highways arnd right-of ways.
4.9. Disposal af Large Items
Large appliances and other heavy items will not be placed within 5 feet of the liner. items classi~ed
as iarge, heavy, ar bulky may include, b-at are nat limited to, vvhite gaods (houseboid appli~ces), air
conditianer units, and larpe metal pieces. ~ addition the site will maintain a Steel Recycling area
near the site main entrance wherre ~arge appliances and other metallic items can be stored until
recycled. CFC removal will be cflnducted at this area. CFC's will be removed at least semi-monthiy.
Appropriate house keeping will be maintained at all times.
4.10. Air Qual~~y Control .
Measures to controI air pollution may inelude, but are not limited to, the following items:
* No open buaning of waste will be pe~xnitted a# the proposed facility
* Freshly landitlled waste wilF be promptly covered with dirt or app:roved alternative
c~aily covers_ ~
* Odor ~nasking agents such as sanifoam may be utilized as necessary
* Ponded r~vater at the site will be cont~olled as detailed in Section 4.19
* Accidental fires will be controlled as outlmed in Section 7-~'ire Protectior~ Plan
The Landfiit Superintendent wil~ ensure that any unzt of the municipal solid waste faciliry does not
violate any applicable req~irement of the approved State implementatian PIan developed under the
Clean Air Act, Sectson 110, as amended,
4.11. Disease Vectar Cantrol
The need for extensive vector control (cont~ol of rodents, flies, and mosquitoes) will be minimized
through daily site operations, which include the application of daily and final cover. The extent af
the working face vvill also be min.imized. 5ite operators will make daily checks for insscts or rodents
Elliatt 2007 Absolutc Waste Agmt 062907.doc Page 3~ of43
associated with the operations and will report problems ta the Lanc~fill Superintendent. If necessary,
a licensed psofessional should apply pesticides to ensure tfiat proper chemicals are used and are
properly applied.
4.13. Sal~aging and Scavengi~g
Salvaging will not be al~oweci to intsrfere with prompt sat~itary disposaj af solid waste or
ta create pt~blic health n.uisances. Salvaged materials will be considered as potential recycled
materials. Sal~vaged items will be removed from the site often enough to prevent the items frorn
becorning a nuisance, to preclude the discharge of pollutants fro;n the area, and to prevent an
excessive accumulation o£ 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 Specia~ Wastes
Acceptance of special wastes wili be pe~rformed in accordance with MSWMR 330.136(b)
requirements. Special wastes that will be accepted at the site it~clude nan.regu~ated asbestos-
containing material (non-RACM), and wastes from health care re~ated facilities. Other special wastes
~nay be accepted. If these wastes are addressed in'330.13fi of the MSWMR, they will be handled in
accordance with the proeedur~s prvvided therein for tltat specific waste. Should a different groceciure
be devised or the specific waste no~ be addressed therein, then a request will be made in aecordance
with Section 33a. i 36(a}(2) and approval received prior to accept~nce of t~ase wastes. The special
wastes that will be accepted at #he site and handling procedures as'e discussed below.
Non-Regulated Asbestos Co~taining Materials (Non-RAC1V~
Non-RACM will be accepted. T~e non-RACM shall be disposed in the aeti~ve working face and
immediately covered with at least two (2) feet of other solid waste. Precautions shall be taken by site
personnel to elimirxate the crushing or grinding of non-RACM into a friable state.
Wastewater Treatmet~t Plan.t Sl~dge
Treated wastewater plant sludges wi~l be accepted. Other material will xeceive TCEQ approval prior
to its disposal. The p~acessed rnaterial will be required to pass a pa~t filter test prior to disposal on
the working face of the landitll, as prescribed in 30 T AC 334.136(b}(7).
DEAD A,N~MALS
The site may receive dead animals tJiat are delivered to the site independent of other wastes. Dead
ar~imals will be buried and covered with a minimum of 3 feet of solid waste or a minimum of 2 feet
of soil imrnedsately upon rECeipt.
E lliott 24U7 Absolute Waste Agrnt Q62907.dx Page 33 of 47
Special Waste Report S~bmitta~
The landfill Superintendent wi~l submit to the TCEQ a monthly summary of special wastes received
at the landfill. This report will be sub~itted no later t~an the 25th day of the month following the
month in which the waste vvas received. The reports wil~ be submitted on forms provided by the
TCEQ. Failure to ftle the reports in a timely manner is considered a violation of the MSWMR.
4.z1. Disposal of industrial Waste
Ciass I industrial waste will not be accepted at the site. C~ass II and Class III i~dustrixl solid waste
wiIl be accepted as long as the acceptance does not interfere with nornia~ operations. In the event
that a Class I industrial solid waste arrives at the sit~, the appropriate depa~tments and offices of the
TCEQ wilt be notified, The applicable phone nurribers will be included ~n a list of emergency phone
numbers posted i.n t~e gate hause and the landfill office. If the waste presents an emergency
situation, t11e TCEQ Emergeney Response Unit will be contacted. T~e appropriate agencies wiIl he
requested to provide assistance to the City through their respective enforcement capabilities
concerning transporters ar~d waste generators in. tf~e proper rnanagement of unauthorized waste
received at the site. Refer to Section 6- Waste Screening P~an and Section 4.2-Unlaading Waste far
waste screening pracedures.
4.22. Prer+ent~on of Discharge af Cantaminated Water
The landfill Superintendent wili talce all steps necessary to control and prevent the discharge of
cantaminated water from the facility. Shou~d the discharge of conEamiunated water become necessary,
the ~andfill Superintendent vvill obtair~ specific written authoxization from the TCEQ prior to
discfaarge.
4.23 Leachafe and Contaminatec~ Water P1an
Leachate and contaminated water will be controlled as specifed i:n the Leachate and Contaminated
Water Plan.
~ * ~ * ~
Elliott 2pp7 A6solute Waste Agrnt 062407.doc Page 34 oF43
6. WAS'~E SCREENING PLAN
~art A - Purposs
The purpose of this pla.n is to prevent the unauthorized entry of waste not appro~ed for dis~osal at
the landfill; ta protect both personnel and customers using the la~dfill; achieve permit compliance;
and assure the environment of the landfiIl and surrounding area is protected from cQntaminatian
from unauthorized waste. Confarmity to the plan wiI! assure efficient and effective processi~zg of all
waste at the landfill.
The ~ypes of wastes that are accepted at the landfill as well as the procedures for waste inspection
and handling are autlined in the Site Operating Plan.
Part B - Training
Training requirements of landfil personnet to recognize and handle unauthorized waste
will include ihe following:
FamiIiarization of the Site Operating Plan
Successful completion vf formal waste screening training provided by: in-house instxuction,
the Texas Engineering Extension Service (TEEX), or Solid Waste Association of North
America (S WANA)
Records of alI cout~se attendance wiZl be kept as well as copies of any certificates issued. A periodic
review o£ the informatian provided in t~ese sources will take place as needed.
Part C- Prevention of Unauthorized Disposal
Methads used to pre~ent unauthorized disposal wi11 be accomp~ished at four (4) levels.
~ac~ Ievel will be designed to virtually elim~i~zate random inspections.
Level One - Education and Information
A sign at ths entrance to t~e landf ll will describe wastes that are not accepted for disposal
arid will infarm custvmers t~at their waste is subject to inspection.
An informational bulletin deta:iling the waste inspectian process will be given once a year ta
all existing and to new customers.
A letter detailing the was~e acceptance policy will be ~'nailed to the management of all major
firms and municipalities who actively use the landfill.
Inforrnation on the waste inspection process will be giaen ta the local newspaper for
presentation as a public service announcement.
EEliatt ZQ07 Abso[ute Waste Agmt Ob2907.doc Page 35 of43
The selection of loads fnr randocn waste inspection consideration wiil exelude two groups of
transporters:
1. Transporters who provide ac~equate docu~entation (as specified in 30 TAC
33Q.32(d} that unallowabie wastes are avaxded in the residential routing of colIectian
~vehicl~s. These vehicles will be identified by number.
~. Transporters of mixed residential and commercial waste that can provide assurance that
the generator properly classifles the waste and is routinely checked by the ~ransporter far
campliance.
Individual vehicles nat associated with any commercial activities or businesses will also be generally
exempted fram waste screening consideration.
All ather vehicies will be included in the pflol of loads for waste screening consideration.
Backup Procedure: In accordance with 3~ TAC 330.114 (5)(A}; If at any time an excluded
veY-icle outside the povl is found to ha~e suspect waste within ~ load, the exemption status of
that vehicle will become null and void, thereby subjecting it to waste screening
consideratian.
Level Three - 30 TAC 330.32(d)
All transporters will be required to comply w~#h 30 TAC 330.32(d). A surcharge for waste zemoval
will be assessed to any transporter who is discovered ta have dumped an unacceptable waste. In all
cases the site operator refuses to accept ownership af any unauthorized waste.
Le~el Four - Screening
Waste screening wi11 take place in the following three ways:
1. All mani.festec~ wastes will be checked for conformance to the manifest. Veb.icles
transporting manifested wastes will be excluded from tt~e pool of ~ehicl~s subjected to
random waste screening sampling.
2. All vehicles entering the lan~~ill for disposal pwposes includin~ those not related to any
business or commercial activiry will be screened for unauthorized waste at the entrance gate.
The operator maintains the right to question the driver af any vehicle entering the landfill.
Any suspect ioads will be direct~d to the waste screening site for inspection. All inspections
will be documented i~ the operating record.
3. Screening at the working face will be done by the attendant ar~d the equipment operator l~y
observing both the oPfloading and spreading of the waste.
4. Randorn waste inspection will be accomplished by determining the pooI of vehicles available
for inspection, including a~l vehicles not pre~iously mentioned as being excluded. From this
E[liott 20D7 Absolute Waste Agmt Ob2907.doc Page 36 of 4~
pool, one vehic~e 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 avaiIable for inspection will be
made usirtg rarndom number #ables.
Part D- Waste Inspection Process
The waste screening process wi~l involve t~e following steps:
Step One - De#ermination of waste load to be screened. (As outlined in ~art C.)
S#ep Twa - Preparation of the waste screening site. A concrete pad will be ca:nstructed at the landfill
approximately 50' x I00' i~ size and windscreen fencing will ~e utilized to maintain wastes within
the designated area.
Ste~ Th~ee - A team of people will be selected to conduct the waste screening process. Personnel
invol~ed in the waste screening process wi~l include those who meet the following criteria:
must have com~leted the training requirements outlined iri Part 8{and basic ~:rstaid ttaining)
t~ust possess good oral a~zd written comm~znication skills
must be free of any physacal limitatians that would hinde;r per~orntance of screenitig
operations
mt~st possess good vision, gaod sense of smell and the ability to readily detect heat
Ste~„ Four - The basic eqaipment needed to ~erform the waste screening process will i~clude the
fallowing:
- rake, hoe, sho~el for the purposes af moving and sorting waste
- wire cutter and pry bar the purpose of opening containers
- poles and flagging for the-pur~ose of marking areas of suspected waste contarnination
- inspection forms, watch, camera, clip board for the p+~zposes of recording the inspection
results
- fire extinguisher, absorbent material arid soil far the purpose of fire suppression and spiIl
containment
- paint f lter test ki# far the purpose of determining fre~ liquids
- ~rst-aid ki#
- two-way radio for commun~ca#ion puzposes
Elliott 2fl07 Absolute Weste Agmt 0629D7.dpc Fage 37 of a3
Step Five - Protective equipment needed to perform the v~+aste screening process will include the
following:
safety goggles for eye protection
chemically resistant boots, gloves and tyvek suits
hard~at
St_ e~ Six - Waste screening recording form. (Attached in Section 9)
Ste~Seven - Rennedia#ion: In accordance witt~ 30 TAC 330.1 i4 (5) (E); the fol~owing
proc~dure wi~l be ~ollowed in the event t~at a hazardous or non-alIowable waste is found in. the
waste screening process:
1. Non-allowable wastes wilI be loaded back onto the vehicle and tkae transporter
will be reqairec~ to g~ve evidence of where the waste is taken for disposal.
2. Hazardous wastes if identifiab~e and not an imminent threat #o the tat~dfill or
human health, will be removed from the screen.ing area and temporarily con~ned in the
hazardous waste staxage building of the househoid hazardot~s waste ~acitity (located adjacent
to t~e screening area), until such time that arl~angements for its remaval and subsequent
disposal can be rriade by a haz~'dous waste contz'actor. If, i~awever, the waste does pose an
irnminent threat to the landfiil or ktuman health, the City's Fire Department (Hazmat Unit)
will be contacted to secure the waste and assure its safe containment. In either casc, auy costs
assaciated with the proper disposal will be the responsibility of the transporter who braught
the waste to the land~ll.
7. FIRE PROTECTION PLAN
The fallowing steps must be taken regularly by desigrtated landfiil personnel to prevent fires:
* Burning waste tnust be prevented from being dwnped in the active area of the
landfill. The Gate Attendant and equipment op~rators must 6e alert for signs of burning
waste such as smoke, steam, or heat being released from incoming was~e loads.
* Fuel spills must ~e contained and clear~ec~ up immediately.
* Dead trees, brt~sh, or vegetation adjacent to the landfill must be rerno~ed immediate~y, and
grass anc~ weeds mowed so that forest, grass, ar brush fires cannot spread to the landfil~.
* No smaking ot~ the active areas of fhe landfill site.
BUiott 2007 Absolute Was~B Agmt 062407.doc Page 38 of 43
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Speci~c Fire-Figi~ting Procedures
If a~re accurs on a vehicle or piece of ec~uipment, the f~rst s#ep is to bring the
vehicle or eq~ipment to a safe stop. Tf safety of personne! will alIow, the vehicle must be
parked away ~rom fuel supplies, u~covered so~id wastes, and other vekicles_ Shut off the
engine, engage t.~-e brake, or use some other appropriate method to prevent subsequent
movement of't~Ze vehicle.
Ifthe ft~'e is in the working face, the burning area shouid be isolated, by pushing
the ~re, with the wind, out of the working face. Soi~ should }~e placed on the fre to smother
it. If ~his is not possible or unsafe, efforts to cover the working face with earth must be
i~nitiated ~mmeciiately to smother the fire.
General Rules for ~re Incide~nts
* Contact the Fire Department by calling 3b1/854-9704 or 911. The Cities Fire
Department, appz'oximately 3.5 miles away, wouId respond if necessary.
~ Alert other facility personnel.
* Assess extent of fire and possibi~ities for the fire to spread and alternatives for
extinguishing the fire.
* ~f it appears t1~at the fire cat~ be safeIy fought wi#h available fire fighting devices
until arrival of #he Fire Department, atternpt to con#ain or extinguish the fire.
~` Upon arrival of Fire Department personnel, direct them to the £'tre, and provide
assistance, as apprapriate.
* Do not attemp# to fght a fira alone.
* Do not attempt to fight a fire withvut adequate personal protective equipment.
* Be fami~iar with the use and lim~tation of firefighting equipment.
* Fire fighting methods include smothering with soi~, separating burning material
from other waste, and spraying wit~ water from the water truck or pumped from nearby
pands ar streams. If detected soon enough, a small fire may be fougtit with a hand-held
exEinguisher. Fire extiu~guishers will be located at ttie Gate House and on each pi~ce of
operating equipment.
Generatly, the firefig~ting technique that cau be quickly employed to ftght a landfilj fue is
smothering with soil. The fast~r that soil can be placed over the fire, the more effrective this method
will be in controll~ng and extinguishing t~e fire. Enough cover soil will be stoclcpiied within 2500
feet of the working face or acti~e disposal area to cover the entire working face.
The site must be provided with fire extinguishers, a~ a type, size, location, and number as
Elliatt 20U"1 Absalvte Waste Agmt 052907.doc Page 34 of 43
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recommended by tlae local Fire Department or the City`s insurance carrier. Fire extinguis~ters must
be fuIly-charged ar~d ready far use at all times. Each extinguisher must be inspected on an annual
basis and recharged as necessary. T`hese ins~ections must be pe:rformed by a qualified serviee
company, and a1t extinguishers mus~ display a current inspection tag. Ir~spectian and recharging must
alsa be per~ortned ~ollowing each use. The gate house, as well as all IandfilI equipment and vehicles,
will be ~quipped with fire e~tinguis~e~rs.
~Iliott 2007 Absolute Waste A~nt 062967.dx Page 4D of 43
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EXHIBIT B
INSURANCE REQUIREMENTS
Hauler Liability Insurance
A. The Hauler may nat deliver any salid waste to the City's J. C. E~liott Municipal Landfill
under this Agreement until Hauler has obtained a~l insurance required by this exhibit and the
required insurance has been approved by the City. Tt~e Hauler may not allow any
subcontractor ta deliver solid waste to the Landfill until al! similar insurance reqvired of the
subcon~ractor has been o6tained and appraved.
B. The Hauler must fumish to the City's Risk Manager, 2 copies of Certificates af Tnsurance,
with the City named as azt additional insured for all liabi~ity policies, and a~lan~cet waiver of
s~broga#ia~ on all ap~licable policies, showi~g t~e following minimum caverage by
iu~surance company(s} acceptable to the City's Risk Manager.
YPE 4F INSURANCE MINIIVIUM 1NSURANCE COVERAGE
D-Day Notice of Canceltation required on odily Injury and Property Damage
11 certificat~s
ammercial General Liability inctt~ding: 1,000,000 COMBINED SiNGLE L~MTT
1. Commercial Form GGREGATE LIMiT OF ~,IABILITY ~4R
. Pxemises - Operations ACH I'OLICY PERIOD
. Products/Campleted Ogeratians
Hazard
. Cantxactuallnsurance
. ~ Broad FQrm Property Damage
b. Independent Contractors
. PersonalInjury
8. Pollutian L~abiliiy
UTOM~BILE LIABILITY--OWNED NON- $I,OOQ,000 COMBINED SiNGLE LIMIT
WNED OR RENTED
ORKERS' COMPENSATION ICH COMPLIE5 WITH THE TEXA,S
MPLOYERS' LIA.BILITY ORKERS' COMPENSATTON ACT AND
ARAGRAPH 2.A, OF THIS E~CHIBIT
100,OD4
R~FESSIONAL P~LLUTION 1,000,000 AGGREGATE LIMFT ~F
IABILITY/ENVIRONMENTAL IABII,ITY FOR EACH POLICY FERIOD
MPAIRMENT COVERAGE
ot lirnited to sudden & accidenta~
ischarge; to include jong-term
:nvironmental impact for the disposal of
ontaminants
Elliatt 2007 Absalute Waste Agmt 062907.doc Page 4 l of 43
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C. In the event of accidents of any kind, t~ae Hauler m~st fiunish the Risk Manager with copies
of a~l reports of such accidents at the same time that ~~ie xeports are forwarded to any other
interested parties.
2. ADDITIONAL REQUIREMENTS
A. The Hauler and its subcontractors must obtain workers' compensation coverage through a
licenssd imsurance company or through self-insurance obtained in accordance with Texas
~avv. If such coverage is obtained through a Iicensed company, the contract for coveXage m~zst
be written on a policy and endorsetnents approved by the Texas Departtnent of Insurance.
If such coverage is provided through self-insurance, then within 10 calendar days after the
date the Contrac# Ac~ministrator or his designee requests that the Hauler sign the con~ract
documents, the Hauler must provide the Risk Manager with a copy of its certificate of
authoriry ta self-insure its workers' compensatian coverage, as well as a letter signed by the
Hau~er stating fhat the eerti~cate of at~thority to self-insure remains in effect and is not
subjeet to any revocation proceeding then pending before the Texas Workers' Compensation
Commission. Further, if at any time before th~ expiration of the Agreement by the City, the
certificate Qf authority to self-insure is revoked ar is made the subject af any proceeding
which could result in revocation of the ce~ti~cate, thsn the Hauler must imrnediately provide
written notice of such facts to the City, by certi#'ied mail, return receipt requested directed fa
Director of Solid Waste Services, City of Co~pus Christi, P.O. Box 9277, Corpus Christi, TX
78469-927?. -
Whether workers' compensation coverage is pravided throu;~h a licensed insurance campany
or t~arough se~f-insurance, the coverage provided must be in an amount suff'icient to assure
that all workers' compensation abligations incuned by the Hauler and its subcontractors will
be prorr~~tly met.
B. Certificate of Insuran.ce:
The City of Carpus Christi must be named as an additional insured o~ the liability
coverage, except fat' the W~rkers' Compensation co~erage and a blanket waiver of
subrogation on all app~icable poIicies.
I~yaur insurance company uses the standard ACORD form, the cancellation clause (bottom
right} must be amended by adding the wording "ehanged or" between "be° and "canceted°',
and deleting the words, "endeavor to", and deleting the wording after "~eft".
The name of the praject, e.g., °City of Corpus Christi Solid Wasta Hauler Agreement" must
b~ listed under "Description af Operations"
At a minimum, a 30-day written notice to the City's Risic Manager of change or cancellation
is required.
EfEiott 2fl07 Absalute Waste Agm~ 062907.doc Page 42 of43
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C. If the Certificate of Insuraace on its face does not show on its face tha existence of the
coverage requiret~ by items I.8.(1 )-(8}, an authorized representati~e of the inswrance
company must include a leiter specifically stat~ng whether iterns l.$.(1)-(8) are included or
excluded.
Elliott 2007 Abso{ute Waste A.gmt fl62907,doc Page 43 of 43