14-Landfill Services Agreement
CITY COUNCIL AGENDA ITEM BRIEFING SHEET
Submittal Date: Originating Department: Presented By: Agenda Item No.:
4-18-11
Council Date: City Manager Gene Anderson 14
4-25-11
RECOMMENDED MOTION:
Motion to approve the Landfill Services Agreement with Sanitation Solutions, Inc.
POLICY ISSUE(S):
Fiscal Management
In October 2010, the City received proposals for landfill and other services. At the February 14, 2011
meeting the Council directed the Mayor and city staff to meet with and negotiate a long term landfill
agreement with Sanitation Solutions, Inc. who bid the lowest landfill rate. The attached agreement is the
result of those negotiations.
BOARD/ COMMISSION RECOMMENDATION:
None
EXHIBITS:
Resolution and Agreement
ACTION: BUDGET INFO:
❑ Financial Report ❑ Minute Order Expense $NA
❑ Department Report ® Resolution Budgeted Amt. $NA
❑ Presentation ❑ Ordinance YTD Actual $NA
❑ Public Hearing ❑ Other Acct. Name NA
Acct. Number NA
FISCAL NOTES:
None
REVIEWED AND APPROVED BY:
® Administration ® City Clerk ❑ Community Development ❑ EMS/IT ❑ Finance ❑ Fire
❑ Municipal Court ® Legal ❑ Library ❑ Police ❑ Eng./Public Works ❑ Utilities
City of Paris Revised 2/04/08
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RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
AWARDING A TEN YEAR LANDFILL SERVICES AND RELATED WASTE
SERVICES AGREEMENT TO SANITATION SOLUTIONS, INC.;
AUTHORIZING THE MAYOR TO EXECUTE ALL NECESSARY
DOCUMENTS; MAKING OTHER FINDINGS AND PROVISIONS RELATED
TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on September 30, 2010, the City of Paris issued a Request for Proposals for
a long term landfill services agreement. The City received several proposals in response to the
landfill services RFP including a proposal dated October 27, 2010 from Sanitation Solutions for
landfill services at their landfill near Blossom, Texas (hereinafter the "Landfill"); and,
WHEREAS, on December 20, 2010, after reviewing the proposals submitted, the City
Council determined that the City could experience immediate savings to the City by entering into
a month-to-month landfill services agreement with Sanitation Solutions to be effective January 1,
2011; and,
WHEREAS, February 14, 2011, following additional discussion on awarding a long
term landfill services agreement, a majority of the City Council voted to award a 10-year landfill
services agreement to Sanitation Solutions, the company that submitted the lowest landfill
disposal fee rate in response to the City's RFP process; and
WHEREAS, the Mayor, City Manager, and City Attorney have jointly negotiated a ten-
year landfill services agreement with Sanitation Solutions for City Council review and
consideration; and
WHEREAS, the City Council hereby finds and determines that the Landfill Services
Agreement, attached hereto and incorporated herein as Exhibit "A" is in the best interest of the
City of Paris and its citizens and should be approved.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PARIS, TEXAS, THAT:
Section 1. The findings set out in the preamble to this resolution are hereby in all things
approved.
Section 2. The Landfill Services Agreement between the City of Paris and Sanitation
Solutions, Inc., attached hereto and incorporated herein as Exhibit "A" is hereby approved and
accepted in all regards.
Section 3. The Mayor of the City of Paris be, and he is hereby authorized and directed to
execute, on behalf of the City of Paris, the Landfill Services Agreement with Sanitation
Solutions, Inc. attached hereto and incorporated herein as Exhibit "A."
Section 4. This resolution shall be effective immediately upon passage.
7 1
DULY PASSED AND APPROVED this 25th day of April, 2011.
Will Biard, Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent Mcllyar, City Attorney
72
LANDFILL SERVICES AGREEMENT
STATE OF TEXAS §
§
COUNTY OF LAMAR §
This LANDFILL SERVICES AGREEMENT is entered into by and between the City of
Paris, Texas, a home-rule municipal corporation ("City"), and Sanitation Solutions, Inc., at 1806
South Church Street, Paris, Texas 75460 ("Contractor"), with an effective date as provided below.
WITNESSETH:
WHEREAS, on September 30, 2010, the City of Paris issued a Request for Proposals for a
long term landfill services agreement. The City received several proposals in response to the
landfill services RFP including a proposal dated October 27, 2010 from Sanitation Solutions for
landfill services at their landfill near Blossom, Texas (hereinafter the "Landfill"); and,
WHEREAS, on December 20, 2010, after reviewing the proposals submitted, the City
Council determined that the City could experience immediate savings to the City by entering into a
month-to-month landfill services agreement with Sanitation Solutions to be effective January 1,
2011; and,
WHEREAS, February 14, 2011, following additional discussion on awarding a long term
landfill services agreement, a majority of the City Council voted to award a 10-year landfill
services agreement to Sanitation Solutions, the company that submitted the lowest landfill disposal
fee rate in response to the City's RFP process.
NOW, THEREFORE, for and in consideration of the mutual agreements and covenants
stated herein and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and confessed, the parties hereto agree to enter into this landfill services
agreement as follows:
1. Definitions.
(a) Acceptable Waste. Acceptable Waste means any and all solid waste,
including municipal solid waste, except Unacceptable Waste.
(b) Bulky Waste. Bulky Waste shall include items such as stoves, refrigerators
or freezers (which have CFC's removed by a certified technician), water
tanks, washing machines, other appliances, furniture, carpet, rugs, brush or
tree trimmings, bundled or unbundled in excess of three (3) cubic feet in
volume or fifty (50) pounds in weight, and other waste material. Bulky
Waste does not include construction debris, bagged solid waste, hazardous
waste, or other items which are unauthorized to be disposed of in a Type I
landfill in Texas. The weight of any bulky item shall not exceed that which
can easily be loaded by two (2) workers.
Landfill Services Agreement - Page I of 14
- 73
(c) Contractor. Sanitation Solutions.
(d) Hazardous Waste. Hazardous Waste means hazardous waste and toxic or
radioactive substances (even though they may be part of a delivered load of
waste); as such terms are defined by applicable federal or state laws or
regulations.
(e) Special Waste. Special Waste means all treated/de-characterized (formerly
hazardous) wastes; polychlorinated biphenyl (PCB) wastes; industrial
process wastes; asbestos containing material; chemical containing
equipment; incinerator ash; medical wastes; off-spec chemicals; sludges;
spill-cleanup wastes; underground storage tank (UST) soils; waste from
service industries; and all such other wastes described on Exhibit A attached
hereto and incorporated herein by this reference for all purposes.
(f) Residential Waste. Residential Waste shall mean that waste material
collected by the City, or the City's contractor from residential service
accounts in the City of Paris, Texas.
(g) TCE . Shall mean the Texas Commission on Environmental Quality, or
any predecessor, successor or other substituted agency, department or
commission of the State which has regulatory authority over solid waste
disposal permitting and enforcement.
(h) Unacceptable Waste. Unacceptable Waste means any and all waste that is
either:
(i) Waste which is or may be prohibited from disposal at the Landfill by
federal or state law, regulation, rule, code, ordinance, order, permit or
permit condition;
(ii) Hazardous Waste;
(iii) Special Waste without an approved Special Waste agreement as
described in Section 15 of this Agreement; or
(iv) Special Waste which does not conform to the analysis or characteristics
described in a Special Waste agreement.
(i) Waste Material. Waste Material means residential Acceptable Waste and
construction and demolition material which, in compliance with
governmental licenses and permits in effect, may be received for disposal at
the Landfill.
Landfill Services Agreement - Page 2 of 14
74
2. Duties.
(a) Contractor agrees to maintain and operate a Type I Landfill permitted at its
present location southeast of Blossom, Texas. Said Landfill to be properly
permitted by the State of Texas and in compliance with all applicable State
and Federal laws and regulations.
(b) City agrees to deliver all residential waste collected by the City or by the
City's authorized contractor to the Landfill during the term of this Agreement
and to pay the Landfill disposal rates as set forth herein.
(c) Contractor agrees to receive, accept and to properly dispose of the City's
residential waste material at the Landfill throughout the term of the
agreement. Contractor shall maintain regular operating hours at the Landfill
six day a week; Monday - Friday, 7:00 a.m. to 6:00 p.m., and 7:00 a.m. to
3:00 p.m. on Saturday, and close on just one holiday. Contractor shall
maintain sufficient capacity at the Landfill to receive and properly dispose of
the City's residential waste material throughout the term of this Agreement.
(d) Contractor shall provide a monthly report to City which details the amount of
waste material received at the Landfill from the City (or the City's residential
waste contractor) broken down by date, vehicle or truck number, and cubic
yardage and/or tonnage per vehicle.
(e) Upon special request by the City Manager, Director of Public Works, or their
authorized designee, Contractor shall provide curbside collection of bulky
waste to any residential account in the city limits of Paris, Texas. Contractor
shall charge for curbside bulky waste pickup at the rates designated herein.
(f) Contractor shall establish and operate a customer convenience station to be
located behind the Sanitation Solutions office on South Church to receive
citizen drop off of acceptable waste material. Contractor agrees to properly
transport and dispose of all waste material received at the customer
convenience station.
(g) Contractor agrees to maintain all entrances and access roads into and out of
the Landfill in a safe and passable condition. Maximum turnaround time for
any City sanitation truck (or third-party sanitation truck under contract with
the City) at the landfill shall not exceed fifteen (15) minutes from the time the
sanitation truck reaches the main gate to the landfill to the time the truck exits
the landfill. Contractor shall maintain any necessary equipment at the Landfill
to pull out or push out any City Sanitation truck that becomes stuck on
Landfill property.
(h) To insure compliance with this Agreement, City shall have the right to visit
and inspect the Landfill upon providing Contractor forty-eight (48) hours
advance notice.
Landfill Services Agreement - Page 3 of 14
75
3. Term. The initial term of the Agreement shall be for a period of ten (10) years
commencing on the day of , 2011 ("Effective Date"), and ending on
the day of , 2021 (the "Initial Term"). Thereafter, the City shall
have the option to renew and extend the Agreement for an additional ten (10) year
term. City shall notify Contractor of its intent to renew this agreement by providing
Contractor with written notice no less than sixty (60) days prior to the expiration of
the Initial Term.
4. Termination for Cause. If at any time during this Agreement, Contractor shall
fail to substantially perform under any of the terms, covenants or conditions set
forth in this Agreement, City shall notify Contractor of the default in writing by
certified mail or hand delivery addressed to Contractor at the address provided
herein. Contractor shall have thirty (30) days from receipt of the notice of default to
remedy the default; provided, however, if such default is of a nature that requires
more than thirty (30) days to cure then, Contractor shall have a reasonable time to
cure said default, provided Contractor commences to remedy the default within
thirty (30) days of receipt of notice and works diligently toward curing the default;
otherwise the City may terminate this Agreement and all rights and obligations
herein shall terminate as of the date of termination.
5. Performance Bond. Prior to the effective date of this Agreement, Contractor
shall purchase at its sole expense a performance bond in the amount of $150,000
guaranteeing Contractor's performance under this Agreement and naming the City
as sole beneficiary under the bond. The surety must come from the United States'
Treasury Department's Listing of Approved Sureties and must be authorized to
issue surety bonds in the State of Texas. The City reserves the right to reject any
and all sureties. Contractor shall issue a new performance bond for this Agreement,
on or before the anniversary date of this Agreement for every year of this
Agreement. The amount of the Performance Bond for years 2-10 of this
Agreement, and any renewal years of this Agreement, shall be based upon the
City's residential landfill disposal costs for the prior year.
6. Base Rates.
(a) Contractor shall charge City the following rates for receiving and disposing
of Waste Material at the Landfill (`Base Rates"):
(i) Compacted Waste Materials $5.40 per cubic yard
$17.25 per tonI
(ii) Curbside pickup of Bulky Waste $10.00 per cubic yard
from residential account upon special
request by City Public Works Director
and/or Sanitation Manager
Contractor shall apply the cubic yard rate to all waste material received from City, unless and until City provides
Contractor with thirty (30) days advance written notice of City's intent to enforce the tonnage rate.
Landfill Services Agreement - Page 4 of 14
76
(iii) Construction and demolition material $17.25 per ton
(Uncompacted)
(iv) Brush Trucks (Uncompacted) $5.25 per cubic yard
(v) Waste Material delivered to Citizens
Convenience Center $6.00 per cubic yard
(b) The Base Rates referenced above include all state mandated closure fund
fees, licenses, taxes as of the effective date of this Agreement. Provided,
however, the base rates listed above may be increased from time to time to
cover any new state or federal mandated tax or fee assessed against the
Landfill after the effective date of this Agreement. Contractor shall provide
all necessary proof or documentation to City prior to increasing rates based on
any new state or federal fees assessed against the Landfill. This provision,
however, specifically excludes any increases in property taxes and/or income
taxes associated with the Landfill and/or Contractor, and the base rates shall
not be increased to offset increased property taxes at Landfill and/or due to
changes in the Federal income tax rules and regulations applicable to
Contractor's business at the Landfill.
(c) Contractor shall bill City monthly for all Waste Material delivered by City to
the Landfill during the previous month pursuant to this Agreement, multiplied
by the then applicable Base Rates. Invoices shall be paid within thirty (30)
days after receipt; undisputed past due amounts bear interest at the rate of
one-half of one percent (.5%) per month.
(d) The base rates provided above shall remain fixed for a period of two (2) years
from the effective date of this Agreement.
(e) Beginning on the second anniversary of the Effective Date of this Agreement
and on each anniversary of this Agreement thereafter, Contractor shall have
the right to request an increase in the Base Rates based on the same
percentage as the Consumer Price Index, for the Dallas, Texas area for All
Urban Consumers, All Items, Not Seasonally Adjusted, Based Period
December 1983 = 100 (published by the United States Bureau of Labor
Statistics, Consumer Price Index) (the "C.P.I.") shall have increased during
the preceding twelve months. In the event the U.S. Department of Labor,
Bureau of Labor Statistics ceases to publish the C.P.I., the parties hereto agree
to use the Municipal Cost Index as their guide for any percentage increases in
the Base Rates. Provided, however, in no event shall the Base Rates be
increased more than five percent (5.0%) in any one year. The first CPI
calculation shall include the percentage change for the first twenty four month
period. Every year after, it shall be for a twelve month period from
Anniversary date to Anniversary date.
Landfill Services Agreement - Page 5 of 14
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(f) At the end of the Initial Term, Contractor agrees to renegotiate the base rates,
and to provide the City with new base rates that are at least twenty percent
(20%) lower than the average contract landfill rates being paid in March 2021
by the following Texas municipalities: Tyler, Texarkana, Sherman,
Greenville and McKinney. But in no event, shall the base rates exceed
$10.49/cubic yard or $29.74/ton for waste materials disposed of at the
Landfill during the first year of the renewal term of this Agreement as
provided herein.
7. Customer Convenience Station. Contractor shall establish and operate a
customer convenience station behind the Sanitation Solutions offices on South
Church Street, Paris, Texas to receive waste material delivered by residents of Paris
for Contractor transportation and disposal at the Landfill. The Customer
Convenience Station shall be open to the citizens of Paris on all days that the
Landfill is open, with operating hours, Monday through Friday 8:00 a.m. to 5:00
p.m. and on Saturdays from 8:00 a.m. to 12:00 p.m.
(a) Each residential service account in the City will be allowed to deliver up to
four (4) cubic yards of waste material to the customer convenience station
per month free of charge. Contractor shall require every person wishing to
dispose of waste material at the customer convenience station to verify their
residence by Texas driver's license (or other reliable identification) along
with a current city water bill proving that the resident has an established
account with the City of Paris. Contractor shall not accept waste material
from commercial contractors or commercial accounts at the Customer
Convenience Station. Any quantity of waste material in excess of the four
cubic yard limit per month may be accepted by Contractor only after
obtaining full payment from the Paris resident.
(b) Contractor will charge City $6.00/cubic yard for waste material received
from City of Paris residents at the customer convenience station. The first
one hundred (100) yards per month will be free to the City. Contractor shall
keep a daily log of each drop-off made at the customer convenience station.
The log shall include the name and address of the Paris resident using the
facility including the quantity of waste material disposed. A copy of the
customer convenience station log shall be submitted to the Finance Director
for the City of Paris no later than the fifth day of every month throughout the
term of this Agreement.
(c) Contractor shall also provide recycling drop off bins at the Customer
Convenience station for citizens of Paris to drop of recyclables such as
paper, tin, aluminum and plastics. Contractor shall maintain the recycling
operation free of charge to the City or its citizens. Contractor agrees to
transport all recyclable materials collected to an appropriate recycling
center. Contractor may upon ten (10) days prior written notice to City,
temporarily suspend the acceptance of any specific recycling item for which
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78
there is no current market within a 125 mile radius of the customer
convenience station at 1806 Church Street, Paris, Texas. All revenue, costs
and expenses related to the recycling operation shall belong to Contractor.
8. Indemnification. Contractor hereby agrees to release, defend, indemnify, save,
and hold the City, it's elected officials, officers and employees harmless from any
and all demands, debts, liabilities, suits, claims, and causes of action of every kind
on account of injury or damage to any person or property, arising from or related to
the services and contractual duties provided by the Contractor pursuant to this
Agreement.
9. Insurance. Contractor shall provide, keep and maintain throughout the term of
this Agreement, and any extensions thereof, a policy or policies of insurance,
providing at least $500,0000.00 per occurrence and $1,000,000.00 aggregate for
bodily injury or death and a $5,000,000 excess umbrella liability policy
indemnifying the Contractor and the City, its elected officials, officers and
employees (as additional insured) for any and all damages, personal injuries, or
property damages sustained in Contractor's performance of the services required
under this Agreement. Contractor shall pay all premiums when due and Contractor
shall provide the City with a copy of the insurance policy and/or a certificate of
insurance each year throughout the term of this Agreement. Said insurance policy
shall require that City receive thirty (30) days prior notice of cancellation of any
and all insurance policies. Contractor shall also maintain worker's compensation
insurance in conformance with and as required by State law.
10. Sanitation Solutions Sponsoring Keep Paris Beautiful Events. Throughout,
the term of this Agreement, Contractor agrees to fully sponsor Keep Paris Beautiful
Clean-Up events by providing a 25 cubic yard rear-load truck and a two-man crew
at a City designated site from 8:00 a.m.-12:00 p.m. (or as otherwise designated by
City) twice a year (Spring and Fall) and Contractor shall pay for all disposal costs
related to these events.
11. Additional Services. Contractor agrees to provide all labor, materials and
equipment (excluding cost of any asbestos survey and/or asbestos abatement)
necessary to demolish at least fifteen (15) dilapidated single family structures in the
City of Paris, Texas during each year of this Agreement, including any renewals
thereof. Contractor shall demolish only those structures designated in writing by
the City and City shall pay all landfill disposal costs associated with the demolished
structures.
12. Community Donation. Contractor further agrees to donate $5,000 cash per year
to the City, throughout the term of this Agreement and any renewals thereof, to be
allocated by the City Council to the Main Street Program or to such other program
as the City Council shall determine more appropriate.
13. Acceptance of Waste Right to Refuse Unacceptable Waste. Contractor agrees to
accept for disposal all waste material delivered by City pursuant to this Agreement.
Landfill Services Agreement - Page 7 of 14 r
f3
Contractor shall not be required to receive or accept Unacceptable Waste as defined
herein. Contractor has forty-eight (48) hours from the time it receives a load of
waste material from the City or its agents to determine if same contains
Unacceptable Waste and to notify the City in writing or such waste is deemed
accepted by Contractor. If the City does not contest Contractor's determination of
unacceptable waste and/or remove the unacceptable waste from the landfill within
forty-eight (48) hours, Contractor will arrange for lawful disposal of such waste.
City will reimburse Contractor for all reasonable costs for proper disposal of the
unacceptable waste resulting from the City's delivery of Unacceptable Waste to the
Landfill.
14. Contesting Contractor's Determination of Unacceptable Waste. Upon receipt
of written notice from Contractor that City has delivered a load of Unacceptable
Waste to the Landfill, City shall have three business days hours to contest
Contractor's preliminary determination and request a third-party independent
investigation or test of the alleged unacceptable load. The third-party testing
company shall have ten (10) business days to complete its tests and investigation
and to provide its written findings and recommendation to Contractor and City. If
Contractor and City are still in disagreement regarding the condition or status of the
alleged Unacceptable Waste, the parties agree to submit the matter to non-binding
mediation.
15. Title to Waste. Contractor is vested with title to all Acceptable Waste accepted by
Contractor at the Landfill. Any revenue or other value received by Contractor as a
result of reclamation, recycling or resource recovery shall be solely for the account
of Contractor.
16. Odor Control. Contractor shall maintain the Landfill in compliance with all State
and Federal regulations related to public health, safety and welfare.
17. Requirement for Special Waste.
a. Contractor shall have a right of first refusal to dispose of any Special Waste
generated at a residential account located in the City, provided Contractor
agrees to dispose of such Special waste on the same terms and conditions as a
bona fide third party offer to dispose of such Special Waste. Contractor shall
have the right to require all generators of Special Waste collected by City and
being disposed of at the Landfill to participate in and implement a Special
Waste program as described in this Amendment. Contractor is not required to
accept or manage any Special Waste unless it is specifically identified in a
written Special Waste agreement, approved in writing by Contractor.
Contractor will require all waste generators for which it has collection and
disposal responsibility to execute a Special Waste agreement prior to delivery
of any Special Waste to the Landfill. Contractor will not permit delivery of
any Special Waste to the Landfill without a fully executed Special Waste
agreement.
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80
b. The specific requirements of the Special Waste agreement shall be as
specified from time to time by Contractor and may be altered by Contractor at
any time as necessary to ensure the proper management of Special Waste. At
a minimum, the Special Waste agreement shall include:
i. A representation of the character and regulatory status of the waste to be
executed by the generator;
ii. A decision document to be executed by Contractor. A decision
document shall at a minimum include the identification of the generator
and the source and characterization of the waste;
iii. A proposed management plan for the Special Waste, including any
special handling requirements;
iv. The approval of Contractor indicating acceptance for handling of the
waste; and
v. The unit price for disposal associated with the management of the
Special Waste.
C. Contractor may, in its sole discretion, demand that a representative sample of
any Special Waste proposed for delivery to the Landfill be provided by the
generator to Contractor prior to the approval of a Special Waste agreement.
Unless otherwise agreed by Contractor, the cost for acquisition, delivery and
analysis of a representative sample shall be borne by the generator. If the
generator refuses to provide a representative sample, Contractor shall have no
obligation to accept the Special Waste or to execute a Special Waste
agreement.
18. Sunday & Holiday Operation. City and Contractor hereby acknowledge and
agree that operation of the Landfill on Sundays and on the following holidays shall
be limited to emergency situations as required by City, the State or other
recognized authorities.
Christmas Day
19. Delivery of Waste. City agrees, acknowledges and confirms that during the term of
this Agreement or any extensions thereof, the City shall deliver to the Landfill for
disposal all such residential Waste Materials, save and except materials being
mulched, composted and/or recycled by or through the City or the City's agent. In
addition, if the City shall engage or utilize, or otherwise contract for the services of,
a third party to collect residential Waste Materials, the City shall require that all
such residential Waste Materials collected by such third party provider shall be
delivered to and disposed of at the Landfill. In addition, the City shall deliver to the
Landfill all construction and demolition material from all residential or commercial
structures condemned and demolished by the City or agent of the City.
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81
20. Force Majeure. The performance of the Agreement may be suspended and the
obligations of either party excused in the event of and during the period that such
performance is prevented or delayed by a Force Majeure occurrence. "Force
Majeure" shall mean:
a. An act of God, including hurricanes, tornadoes, landslides, lightning,
earthquakes, extreme weather conditions, fire, flood, explosion, sabotage or
similar occurrence, acts of a public enemy, extortion, war, blockade or
insurrection, riot, civil disturbance, strike or other labor disturbances,
governmental actions or regulations, governmental requests or requisitions
for national defense, or breakdown or injury to, or shortage in, facilities used
for the handling, processing or transportation of Solid Waste or any other
cause beyond the reasonable control of either party;
b. The order or judgment of any federal, State, or local court, administrative
agency or governmental body (excluding decisions of federal courts
interpreting federal tax laws, and decisions of State courts interpreting State
tax laws) if it is not also the result of the willful misconduct or negligent
action or inaction of the party relying thereon; provided that neither the
contesting in good faith of any such order or judgment nor the failure to so
contest shall constitute or be construed as a measure of willful misconduct or
negligent action or inaction of such party;
C. The suspension, termination, interruption, denial, or non-renewal of any
permit or approval essential to the operation of the Contractor if it is not the
result of willful misconduct or negligent action or inaction of the party relying
thereon; or
21. Governing Law. The Agreement will be governed and interpreted in accordance
with the laws of the State of Texas. The services to be provided herein will be
performed in Lamar County, Texas, and any questions or disputes arising from this
contract or the services provided herein shall be decided by a County or District
Court in Lamar County, Texas. Exclusive venue shall be in Lamar County, Texas.
22. Severability. If any provision of the Agreement is declared illegal, void, or
unenforceable, the remaining provisions will not be affected but will remain in full
force and effect.
23. Assignment. No transfer or assignment of the Agreement or any right accruing
under this Agreement will be made by either party hereunder without the written
consent of the other party, which consent may be withheld in such party's sole
discretion; provided, however, that Contractor may assign this Agreement to an
affiliate. For purposes of this article, affiliate means any entity that, directly or
indirectly, controls, is controlled by, or is under common control, with Contractor.
24. Notice. All notices or other communications required or permitted to be given
Landfill Services Agreement - Page 10 of 14 82
pursuant to the Agreement shall be in writing and shall be considered as properly
given (i) if mailed by first class United States mail, postage prepaid, registered or
certified with return receipt requested, (ii) by delivering same in person to the
intended addressee, (iii) by delivery to an independent third party commercial
delivery service for same day or next day delivery and providing for evidence of
receipt at the office of the intended addressee, or (iv) by prepaid telegram, telex, or
facsimile to the addressee. Notice so mailed shall be effective upon its deposit with
the United States Postal Service or any successor thereto; notice sent by such a
commercial delivery service shall be effective upon delivery to such commercial
delivery service; notice given by personal delivery shall be effective only if and
then received by the addressee; and notice given by other means shall be effective
only if and when received at the office or designated place or machine of the
intended addressee. Notwithstanding anything contained herein to the contrary, any
notice of default under the Agreement must be both (i) mailed by Certified Mail,
Return Receipt Requested and (ii) faxed to the alleged defaulting party to constitute
proper notice hereunder. For purposes of notice, the addresses of the parties shall be
as set forth below; provided, however, that either party shall have the right to
change its address for notice hereunder to any other location within the continental
United States by the giving of thirty (30) days' notice to the other party in the
manner set forth herein.
If to the City, at: City of Paris, Texas
P. O. Box 9037
Paris, Texas 75461-9037
Attn: City Manager
with a copy to: City of Paris, Texas
P. O. Box 9037
Paris, Texas 75461-9037
Attn: City Attorney
If to the Contractor at: Sanitation Solutions
P.O. Box 6190
Paris, Texas 75461
or such other addresses as the parties may hereafter specify by written notice
delivered in accordance herewith.
25. Entire Agreement. The Agreement constitutes the entire agreement and
understanding between the parties hereto, and it will not be considered modified,
altered, changed, or amended in any respect unless in writing and signed by the
parties hereto.
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83
IN WITNESS WHEREOF, this Agreement has been executed and shall be effective as of
the date last executed below.
CITY CONTRACTOR
City of Paris, Texas Sanitation Solutions
By: Will Biard By:
Its: Mayor Its:
Date: Date:
ATTEST: ATTEST:
Janice Ellis, City Clerk Secretary/Treasurer
(Corporate Seal)
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
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EXHIBIT" A"
SPECIAL WASTE
Special Waste means any discarded material from a nonresidential source meeting any of the
following descriptions for Type A or Type B Special Waste.
Type A Special Waste. Any waste from a commercial or industrial activity meeting any of the
following descriptions.
1. Containerized waste (e.g., a drum, portable tank, lugger box, roll-off box, pail, bulk tanker,
etc.) listed in (b) through (h) below.
2. Waste from a pollution control process (e.g., baghouse dust, treatment plant sludge, filter
cake, sedimentation pond cleanout, etc.).
3. Waste containing free liquids (free liquid wastes are those wastes which fail the paint filter
test prescribed by the United States Environmental Protection Agency Method 9095).
4. Residue and debris from the cleanup of a spill or a chemical substance or commercial
product or a waste listed in (a) through (c) above or (e) through (h) below. This definition
applies to spills of any size.
5. Contaminated residuals from the cleanup of a facility generating, storing, treating,
recycling, or disposing chemical substances, commercial products, or waste listed in (a)
through (d) above or (0 through (h) below.
6. Any waste which is nonhazardous as a result of treatment pursuant to RCRA Subtitle C.
7. Sludge waste.
8. Waste from an industrial process.
Type B Special Waste. Any waste from a commercial or industrial activity meeting any of the
descriptions which follow.
1. Friable asbestos from building demolition or cleaning: wall board, wall or ceiling spray
coverings, pipe insulation, etc. Nonfriable asbestos (e.g., asbestos containing floor tiles,
brake pads, roofing products, etc.) is a Special Waste if it has been processed, handled, or
used in such a way that asbestos fibers may be freely released. Asbestos bearing industrial
process waste is a Type A Special Waste.
2. Commercial products or chemicals which are off-specification, outdated, unused, or
banned. Outdated or off-specification, uncontaminated food or beverage products in
original consumer containers are not included in this category; however, containers which
once held commercial products or chemicals are included if the container is empty. A
container is empty when all wastes have been removed that can be removed using the
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practices commonly employed to remove materials from that type of container (e.g.,
pouring, pumping, or aspirating), an end has been removed (for containers in excess of 25
gallons), and no more than one inch (2.54 centimeters) of residue remains on the bottom of
the container or inner liner, or no more than 3 percent by weight of the total capacity of the
container remains in the container (for containers more or less than 110 gallons) or no more
than 0.3 percent by weight of the total capacity of the container remains in the container
(for containers greater than 110 gallons). A container which once held ACUTELY
HAZARDOUS WASTES must be triple rinsed with an appropriate solvent or cleaned by
an equivalent method. Containers which once held substances regulated under the Federal
Insecticide, Fungicide, and Rodenticide Act must be empty according to label instructions
or triple rinsed.
3. Untreated biomedical waste. Any waste capable of inducing infection due to contamination
with infectious agents from a biomedical source including but not limited to a hospital,
medical clinic, nursing home, medical practitioner, mortuary, taxidermist, veterinarian,
veterinary hospital, animal testing laboratory or medical testing laboratory. Any sharps
from these sources must be rendered harmless or placed in needle puncture proof
containers.
4. Treated medical waste. Any waste from a biomedical source including but not limited to a
hospital, medical clinic, nursing home, medical practitioner, mortuary, taxidermist,
veterinarian, veterinary hospital, animal testing laboratory, or medical testing laboratory
which has been autoclaved or otherwise heat treated or sterilized so that it is no longer
capable of inducing infection. Any sharps from these sources must be rendered harmless or
placed in needle puncture proof containers. Residue resulting from the incineration of
medical waste is a Type A Special Waste.
5. Residue/sludges from septic tanks, food service grease traps, or washwaters and
wastewaters from commercial laundries, laundromats, and car washes. If these wastes are
managed at a public or commercial wastewater treatment works, they are not a Special
Waste.
6. Chemical-containing equipment removed from service in which the chemical composition
and concentration are known (e.g., oil filters, cathode ray tubes, lab equipment, acetylene
tanks, fluorescent light tubes, etc.).
7. Waste produced from the demolition or dismantling of industrial process equipment or
facilities contaminated with chemicals from the industrial process. Chemicals or waste
removed or drained from such equipment for facilities are Type A Special Wastes.
8. Incinerator ash generated at a resource recovery facility that burns only nonhazardous
household, commercial or industrial waste and qualifies for the hazardous waste exclusion
in 40 CFR 261.4 (b). If the regulatory authority does not recognize the household
hazardous waste exclusion, then the ash is a Type A Special Waste.
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