RESO 2006-05 - Amend & restate landfill services agreement w/Polk CountyRESOLUTION NO. 2006 -05
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTSVILLE, TEXAS
AMENDING AND RESTATING A LANDFILL SERVICES AGREEMENT WITH POLK
COUNTY; AUTHORIZING THE MAYOR TO SIGN THE SAME; AND DECLARING
AN EFFECTIVE DATE.
WHEREAS, Polk County operates a landfill and the City of Huntsville has entered into
an agreement with Polk County with regard to the solid waste collected in Huntsville;
WHEREAS, the parties desire to amend and extend the agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
HUNTSVILLE, TEXAS that:
SECTION 1: That the Amended and Restated Landfill Services Agreement attached
hereto as Exhibit "A" and incorporated herein is hereby approved and the Mayor of the City of
Huntsville is hereby authorized to execute the same on behalf of the City of Huntsville, Texas.
SECTION 2; This Resolution shall become effective from and after the date of its
passage.
PASSED AND APPROVED ON THIS 2ND DAY OF MAY 2006.
CI
B
Danna Welter, City Secretary
APPROVED AS T0 RM:
Thomas Leeper, ty ttorney
1
AMENDED AND RESTATED
INTERLOCAL GOVERNMENTAL AGREEMENT
Between
CITY OF HUNTSVILLE, TEXAS
And
THE POLK COUNTY SOLID WASTE MANAGEMENT CENTER
For Landfill Services
This Amended and Restated Interlocal Governmental Agreement (this "Restated Agreement "),
dated as of October 1, 2003 is between Polk County, Texas (the "County ") and the City of
Huntsville, Texas, a home -rule municipal corporation (the "City ").
PREMISES
WHEREAS, Chapter 791 of the Texas Government Code authorizes local governments
to contract with each other and a state agency to provide governmental functions or services; and
WHEREAS, the City of Huntsville is a municipal corporation and a local government as
defined in V.T.C.A., Government Code § 791.003 (4); and
WHEREAS, the County of Polk is a political subdivision of the State of Texas and a
local government as defined in V.T.C.A., Government Code § 791.003 (4); and
WHEREAS, the County owns the Polk County Solid Waste Management Center facility
(the "Center "), which is located 3.5 miles west of Leggett, Texas, and is operated under the
Texas Commission on Environmental Quality Permit #1384 (the "Permit "), issued January 12,
1983; and
WHEREAS, it is the stated desire of the County and it's landfill operator, Santek
Environmental of Texas, LLC (the "County Representative ") to provide these facilities and
services, especially to other governmental entities through the provisions of the Texas Interlocal
Cooperation Act, Chapter 791 of Texas Code; and
WHEREAS, the County and the City did enter into that certain Interlocal Governmental
Agreement (the "Original Agreement "), dated as of October 1, 2003; and
WHEREAS, the parties desire to amend and restate the Original Agreement, as more
particularly described herein below.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the foregoing premises
and the other mutual covenants between the parties, the receipt and sufficiency are hereby
acknowledged, the parties hereto do hereby amend and restate the Original Agreement as
follows:
1
ORIGINAL
AGREEMENT
Let it be known that the City represented by the Mayor and City Council of Huntsville and
managed by the Department of Public Works, Solid Waste Services Division, desires to enter
into this Restated Agreement with County and the County Representative, for landfill services
under the following terms and conditions:
I
DEFINITIONS
In addition to the terms defined elsewhere in this Restated Agreement and for the
purposes of this Restated Agreement, the Parties agree to ascribe the following meanings to the
following terms:
1.01 Bulky Waste - Any large tree stump or any other object larger that 6' (feet) in diameter.
1.02 Facility - All contiguous land and structures, other appurtenances, and improvements on
the land used for the storage, processing, or disposal of Solid Waste.
1.03 Garbage - Solid Waste consisting of putrescible animal and vegetable waste materials
resulting from the handling, preparation, cooking, and consumption of food, including
waste materials from markets, storage facilities, handling, and sale of produce and other
food products.
1.04 Generator - Any person, by site or location, whose act or process produces a Solid Waste
or first causes it to become regulated by federal or state law.
1.05 Hazardous Waste — Any Solid Waste identified or listed as a hazardous waste by the
administrator of the United States Environmental Protection Agency (EPA) pursuant to
the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery
Act of 1976, 42 U.S. C. § 6901 et seq.
1.06 Household Waste - Any Solid Waste (including Garbage, trash, and sanitary waste in
septic tanks) derived from households (including single and multiple residences, hotels,
and motels, bunkhouses, ranger stations, crew quarters, campgrounds, picnic grounds,
and day-use recreation areas), not including Yard Waste or brush that is completely free
of any Household Wastes.
1.07 Industrial Solid Waste — Solid Waste resulting from or incidental to any process of
industry or manufacturing, or mining or agricultural operations, classified as follows:
(A) Class I Industrial Solid Waste is any Industrial Solid Waste or mixture of
Industrial Solid Wastes that because of its concentration or physical or chemical
characteristics: (1) is toxic, corrosive, flammable, a strong sensitizer or irritant, or
a generator of sudden pressure by decomposition, heat, or other means; and (2)
may pose a substantial present or potential danger to human health or the
2
environment when improperly processed, stored, transported, or otherwise
managed. See also Texas Health and Safety Code Chapter 361 (especially
Section 361.003 relating to Definitions) and T.A.C. 330 § 335.505 (relating to
Class I Waste Determination).
(B) Class II Industrial Waste is any Industrial Solid Waste or combination of
Industrial Solid Wastes that cannot be described as Class I or Class III, as defined
in T.A.C. 330 § 335.506 (relating to Class II Waste Determination).
(C) Class III Industrial Solid Waste is any inert and essentially insoluble Industrial
Solid Waste, including materials such as rock, brick, glass, dirt, and certain
plastics and rubber, etc., that are not readily decomposable as defined in T.A.C.
330 § 335.507 (relating to Class III Waste Determination).
1.08 Landfill - The Center and its Facility.
1.09 Liquid Waste - Any waste material that is determined to contain "free liquids" as defined
by EPA Method 9095 (Paint Filter Test), as described in "Test Method for Evaluating
Solid Wastes, Physical/Chemical Methods" (EPA Publication Number SW-846).
1.10 Medical Waste — Waste generated by healthcare related facilities and associated with
healthcare activities, not including Garbage or Rubbish generated from offices, kitchens,
or other non-healthcare activities.
1.11 MSWLF — Municipal Solid Waste landfill facility.
1.12 Municipal Solid Waste (MSW) — Solid Waste resulting from or incidental to municipal,
community, commercial, institutional, and recreational activities, including Garbage,
Rubbish, ashes, street cleanings, dead animals, abandoned automobiles, and all other
Solid Waste other than Industrial Solid Waste.
1.13 Municipal Solid Waste Facility (MSW Facility) — All contiguous land, structures, other
appurtenances, and improvements on the land used for processing, storing, or disposing
of Solid Waste. A MSW Facility may be publicly or privately owned and may consist of
several processing, storage, or disposal operational units, e.g., one or more landfills,
surface impoundments, or combinations of them.
1.14 Operate - To conduct, work, run, manage, or control.
1.15 Operating Record — All plans, submittals, and correspondence for a MSWLF Facility
required by the Texas Commission on Environmental Quality (TCEQ) to be maintained
at the Facility or at a nearby site.
1.16 Operator — The person(s) responsible for Operating a Facility or part of a Facility.
1.17 Radioactive Waste — Waste that requires specific licensing under 25 T.A.C. Chapter 401,
concerning Radioactive Materials and Other Sources of Radiation, Health and Safety
Code, and the rules adopted by the TCEQ under that law.
1.18 Refuse — Same as Rubbish.
1.19 Rubbish — non-putrescible Solid Waste (excluding ashes), consisting of both combustible
and noncombustible waste materials. Combustible rubbish includes paper, rags, cartons,
wood, excelsior, furniture, rubber, plastics, yard trimmings, leaves, or similar materials;
noncombustible rubbish includes glass, crockery, tin cans, aluminum cans, metal
furniture, and similar materials that will not burn at ordinary incinerator temperatures
(1600 degrees Fahrenheit to 1800 degrees Fahrenheit).
1.20 Scrap Tire - Any tire that can no longer be used for its original intended purpose.
1.21 Sludge - Any solid, semisolid, or Liquid Waste generated from a municipal, commercial,
or industrial wastewater treatment plant, water-supply treatment plant, or air pollution
control facility, exclusive of the treated effluent from a wastewater treatment plant.
1.22 Solid Waste — Garbage, Rubbish, Refuse, Sludge from a wastewater treatment plant,
water supply treatment plant, or air pollution control facility, and other discarded material,
including solid, liquid, semi-solid, or contained gaseous material resulting from industrial,
municipal, commercial, mining, and agricultural operations and from community and
institutional activities. The term does not include:
(A) solid or dissolved material in domestic sewage, or solid or dissolved material in
irrigation return flows, or industrial discharges subject to regulation by permit
issued under the Texas Water Code, Chapter 26;
(B) soil, dirt, rock, sand, and other natural or man-mad inert solid materials used to
fill land if the object of the fill is to make the land suitable for the construction of
surface improvements; or
(C) waste materials that result from activities associated with the exploration,
development, or production of oil or gas or geothermal resources and other
substance or material regulated by the Railroad Commission of Texas under
Texas Natural Resources Code § 91.101, unless the waste, substance, or material
results from activities associated with gasoline plants, natural gas liquids
processing plants, pressure maintenance plants, or re-pressurizing plants and is
Hazardous Waste as defined by the administrator of the United States
Environmental Protection Agency under the Solid Waste Disposal Act, as
amended by Resource Conservation and Recovery Act, as amended (42 U.S.C. §
6901 et seq.).
1.23 Special Waste — Any Solid Waste or combination of Solid Wastes that because of its
quantity, concentration, physical or chemical characteristics, or biological poetries
4
requires special handling and disposal to protect the human health or the environment. If
improperly handled, transported, stored, processed, or disposed of or otherwise managed,
it may pose a present or potential danger to the human health or the environment. Special
Wastes are:
(A) Hazardous Wastes from conditionally exempt small - quantity Generators that may
be exempt from full controls under T.A.C. 330 § 335.401- 335.412 (relating to
Household Materials Which Could Be Classified as Hazardous Waste);
(B) Class I industrial non - hazardous waste not routinely collected with MSW;
(C) Special Waste from Healthcare Related Facilities (refer to certain items of
Medical Waste);
(D) municipal wastewater treatment plant Sludge, other types of domestic sewage
treatment plant Sludge, and water - supply treatment plant Sludge;
(E) septic tank pumpings;
(F) grease and grit trap wastes;
(G) wastes from commercial or industrial wastewater treatment plants; air pollution
control facilities; and tanks, drums or containers used for shipping or storing any
material that has been listed as a hazardous constituent in 40 C.F.R. Part 261,
Appendix VIII but has not been listed as a commercial chemical product in 40
C.F.R. § 261.33(e) or (f);
(H) slaughterhouse wastes;
(I) dead animals;
(J) drugs, contaminated foods, or contaminated beverages, other than those contained
in normal Household Waste;
(K) pesticide (insecticide, herbicide, fungicide, or rodenticide) containers;
(L) discarded materials containing asbestos;
(M) incinerator ash;
(N) soil contaminated by petroleum products, crude oils, or chemicals;
(0) used oil;
(P) light ballasts and/or small capacitors containing polychlorinated biphenyl (PCB)
compounds;
5
(Q)
waste from oil, gas, and geothermal activities subject to regulation by the Railroad
Commission of Texas when those wastes are to be processed, treated, or disposed
of at a Solid Waste management facility permitted under Texas Health & Safety
Code, Chapter 361;
(R) waste generated outside the boundaries of Texas that contains;
(i) any Industrial Waste;
(ii) any waste associated with oil, gas, and geothermal exploration, production,
or development activities; or
(iii) any item listed as a Special Waste in this paragraph;
(S) any waste stream other than household or commercial Garbage, Refuse, or
Rubbish;
(T) lead acid storage batteries; and
(U) used -oil filters from internal combustion engines
(V) waste containing freon.
1.24 Special Waste from Healthcare Related Facilities — Includes animal waste, bulk human
blood, blood products, body fluids, microbiological waste, pathological waste, and sharps
as defined in 25 T.A.C. § 1.132 (concerning Definitions).
1.25 Yard Waste — Leaves, grass clippings, yard and garden debris, and brush, including clean
woody vegetative material not greater than six inches in diameter, that results from
landscaping maintenance and land- clearing operations. The term does not include stumps,
roots, or shrubs with intact root balls.
II
SCOPE OF SERVICES
2.01 For purposes, of this Restated Agreement, the scope of services ( "Scope of Services ") are
set forth in this Article II. Subject to the terms and conditions hereof, the County and the
County Representative agree to:
(A) Provide all labor, materials, and equipment necessary to receive and properly
landfilling MSW delivered to the Landfill by the City or it's agents in accordance
with applicable federal, state, and local laws and regulations.
(B) Accept and landfill MSW delivered by the City and/or their designated agents
from 7:00 a.m. to 4:30 p.m. Monday through Friday and from 8:00 a.m. to 11:00
6
a.m. on Saturdays, except on those holidays as designated in this Restated
Agreement.
(C) Accept for landfilling and /or other disposal activities other types of Solid Waste
including Sludge, Scrap Tires, grit trap waste, Bulky Waste and dead animals, as
permitted under federal, state and local laws and regulations.
(D) Accept for landfilling and /or other disposal activities on a case -by -case basis
Special Wastes, Class II Industrial Waste, and Treated Medical Waste, as
permitted under federal, state and local laws and regulations.
(E) It is expressly understood that the County and the County Representative reserve
the right to reject any and all loads which contain Hazardous Waste, Radioactive
Waste, Class I Industrial Wastes, Untreated Medical Waste and any other waste
material prohibited for disposal in a Type I Municipal Landfill under existing or
future federal, state or local laws and regulations.
(F) It is expressly understood that the County and the County Representative reserve
the right to reject any and all loads that contain Special Waste or Class II
Industrial Wastes that in the opinion of the County Representative represents a
threat or danger to the well being of the County and /or the County
Representative's personnel, their equipment or the environment.
(G) In the event that the Landfill is unavailable for landfilling, the County
Representative shall notify the City at least four (4) hours in advance of its non-
availability. If emergency conditions cause such non - availability, the County
Representative shall notify the City immediately, but in no event more that two
(2) hours after the occurrence of the condition.
2.02 The County and the County Representative shall be responsible for compliance with all
applicable requirements of the relevant Federal, State, and Local government agencies
having jurisdiction over disposal operations.
2.03 In the event of any emergency conditions declared by the Mayor of the City, the County
Representative will seek permission from the TCEQ to keep the Landfill open beyond
4:30 p.m. for landfilling of unusual amounts of Solid Waste material generated or created
by such emergency conditions.
2.04 The County Representative may close the Landfill on the following holidays:
Thanksgiving Day
Christmas Day
2.05 The County Representative shall maintain access roads and discharge areas appropriate
for eighteen wheeled truck/trailer rigs with walking floor trailers at the Landfill.
Damages and costs to vehicles and equipment directly related to roadway conditions at
the Landfill will be deducted from the amount paid by the City to the County
7
Representative. The City and the County Representative recognize and agree that the
failure to have the City's trucks access to the working face of the Landfill within 10
minutes from time of exiting the scale house to working face shall cause a loss to the City
for which the amount of damage to the City would be uncertain and difficult to estimate.
Therefore, in the event the County Representative fails to have the City trucks access to
the working face of the Landfill within such 10- minute period, the County Representative
shall pay Fifty Dollars and No Cents ($50.00) per occurrence of such failure to the City
as liquidated damages. Such sums are agreed to represent a bona fide effort on the part of
the City and the County Representative to approximate the actual damages the City
would suffer as a result of failure to timely turn around the City transfer vehicles. The
City shall have the right to deduct any liquidated damages from payments due or to
become due to the County Representative.
2.06 The City shall have the right but not the duty to inspect, audit, copy, and examine only
the books and records of the County Representative pertaining to their performance of
services and obligations to the City under this Restated Agreement. The County
Representative shall maintain such books and records pertaining to this Restated
Agreement for a period of three (3) years after the termination or expiration of this
Restated Agreement or as required by the Texas Local Government Records Act, Texas
Local Government Code Chapter 201 et seq.
2.07 Subject to reasonable safety rules and regulations, the City shall have the right, but not
the duty to inspect the Landfill and to observe the County's operations during regular
business hours.
2.08 Except to the extent necessary to address emergency circumstances and /or comply with
federal and state law requirements, the County shall not initiate any action that would
materially impair the City's lawful use of FM 3152, FM 942, and FM 350 for the
transportation to the Landfill of Solid Waste that is acceptable for placement in the
Landfill under the terms of this Restated Agreement.
III
TIPPING FEES, MEASURES, BILLING PROCEDURES, PAYMENTS
3.01 Fees and other compensation charged to the City for providing the Scope of Services is
based on a per unit price. These fees shall be provided in accordance with the following
schedule:
(A)During the first eighty -four (84) months of the Term of this Restated Agreement, the
tipping fee per ton for each ton delivered and received at the Landfill for landfilling
are:
(i) MSW and Bulky Waste shall be Eighteen Dollars and Twenty Five Cents
($18.25);
8
(ii) Grit trap and related sludgy waste shall be Eleven Dollars and No Cents
($11.00);
(iii)Sludge shall be Eleven Dollars and No Cents ($11.00), in the event that the
City is unable to dispose of Sludge by land application and the City opts to
dispose of its Sludge at the Landfill.
(B) Initial Rates for the acceptance of Scrap Tires shall be:
(i) $3.00 per tire for tires up to 19.5" in diameter
(ii) $8.00 per tire for tires between 19.6" and 24.5" in diameter
(iii)$30.00 per tire for all tires over 24.6" in diameter.
Rates for the acceptance of Scrap Tires may be altered at any time at the discretion of
the County Representative.
(C) Tipping fee rates for the acceptance of white goods, including refrigerators, stoves,
dishwashers, freezers, air conditioners and other major appliances shall be $10.00 per
item. The City shall ensure that all freon gases have been removed by certified
personnel prior to delivery to the Landfill of such items.
(D) Generally, tipping fee rates for the acceptance, landfilling, or disposal of Special
Waste, Treated Medical Waste and Class II Industrial Waste shall be $18.25 per ton;
however, the County Representative reserves the right to alter this rate should the
waste material require special handling and/or reporting to such extent that the
County Representative incurs increased expense for the acceptance of the material.
(E) If an agent or employee of the City enters the Landfill with waste materials not
secured in a manner as to prevent spillage or blowing of waste from the vehicle
and/or container used to transport the waste, the County Representative may assess
the agent, employee or City a surcharge of $10.00 per measured ton over the base
tipping fee with a minimum charge of $10.00. The County Representative agrees to
notify the City Solid Waste Superintendent at the time of each occurrence if and when
these unsecured loads are assessed.
(F) All tipping fee rates hereunder are inclusive of the One Dollar and Twenty-Five Cents
($1.25) per ton current state surcharge. In the event the state increases the surcharge
per ton, the City agrees to accept an increased tipping fee rate reflecting the increase
passed on by the County Representative, as directed by the TCEQ.
(G) Tipping fees for any and/or all wastes may be increased by the County Representative
on the seventh (7th) anniversary and thereafter on an annual basis for the remainder of
the thirty-six (36) months of this Restated Agreement. It is expressly understood that
9
any rate increases enacted during the last three (3) years of the Term of the Restated
Agreement shall not exceed two percent (2%) per year including any adjustments
annually as of each anniversary date of the Effective Date to reflect increases, if any,
in the Consumer Price Index. The rates will be adjusted annually according to the
Consumer Price Index, as follows:
The City's tipping fee rates shall be adjusted as of each October 1, beginning October
1, 2010, to reflect increases, if any, during the previous twelve month period ending
in each June, in the Consumer Price Index, new series, all items, as issued by the
Bureau of Labor Statistics of the United States Department of Labor. The adjusted
rate shall be established for the next twelve (12) months, based on the result of
multiplying the then current rate set forth above by a fraction, the numerator of which
shall be the Consumer Price Index ending in June in the year preceding the most
recent date, and the denominator of which shall be the Consumer Price Index for the
previous June:
current rate X Consumer Price Index June, current year
Consumer Price Index June, preceding year
In the event the Consumer Price Index ceases to incorporate a significant number of
items, or if a substantial change is made in the method of establishing the Consumer
Price Index, then the Consumer Price Index used herein shall be adjusted to the figure
that would have resulted had no change occurred in the matter of computing the
Consumer Price Index. In the event that an index (or a successor or substitute index)
is not available, a reliable governmental or other non-partisan publication evaluating
the information thereto for use in determining this Restated Agreement's Consumer
Price Index shall be used in lieu of the Consumer Price Index.
3.02 Payment shall be based on the compilation of the City's certified weigh scale tickets at
the unit prices specified. Weights of each load will be determined by the scales and
tickets originating at the City's scale house prior to departure to the Landfill and a
duplicate copy of each ticket will be surrendered to the County scale house upon arrival
to verify weight per load. The City's scales will be state certified every six months to
ensure accuracy and a copy of certification past on to the Landfill for record keeping.
3.03 If a breakdown of the City scales occurs during the Tenn of this Restated Agreement,
determination of the amount owed to County Representative during the period the scales
are inoperable shall be based on the average tons per day from the preceding two months,
or another method mutually agreed upon by both the City and the County Representative.
The City may designate other scales reasonably acceptable to the County Representative
to be used in the event its scales become inoperative.
3.04
(A) The County Representative shall submit an application for payment on a standard
form as mutually agreed upon by both parties. The County Representative shall
10
provide itemized invoices to the City within fifteen (15) days of the close of each
month.
(B) All invoices shall be submitted to:
City of Huntsville
Solid Waste Superintendent
1212 Avenue M
Huntsville, TX 77340
(C) Payment of all invoices shall be due within thirty (30) days of receipt.
3.05 The City and County each hereby warrants that all payments, contributions, fees and
disbursements, if any, required of it hereunder shall be made from current revenues. No
debt is created by this Agreement.
IV
CITY OF HUNTSVILLE'S RESPONSIBILITY
4.01 Nothing in this Restated Agreement shall require the City to landfill of any minimum
amount of MSW, Sludge, or Bulky Waste through any Facility owned or operated by
County or the County Representative. Subject to the following sentence, the City may
landfill any MSW, Sludge, or Bulky Waste by means other than the Landfill, or through
other landfills permitted and operated by the City or by use of any recycling or compost
technology by the City. However, the City agrees that it will landfill all MSW or Sludge
not disposed of through composting, recycling, land application, or other alternative to a
landfill, at the Landfill pursuant to this Restated Agreement.
4.02 The City shall ensure that all waste materials delivered to the Landfill are properly
secured, covered, or enclosed to prevent spillage or blowing of waste materials from the
vehicle and/or container used for transport.
4.03 If deemed necessary under TCEQ regulations, the City shall submit any and all loads of
waste material delivered to the Landfill to inspection and evaluation under the County
Representative's waste screening programs.
4.04 The City shall ensure that all waste materials delivered to the Landfill by the City and /or
its agents are void of Hazardous Waste, and/or other waste unacceptable for landfilling at
the Landfill. In the event that such materials are inadvertently delivered to the Landfill
by the City and /or its agents, the City and/or its agents shall be responsible for the
removal of such materials from the Landfill and the proper disposal of such materials.
4.05 The City shall provide at least twenty -four (24) hours notice to the County Representative
prior to the delivery of Special Waste, Class II or Class III Industrial Waste to the
Landfill. Such notification should include any test results or other data on the material as
required by TCEQ special waste approval or the County Representative.
11
4.06 It is expressly understood that the City will be responsible for providing all test results
and other data that may be required for obtaining TCEQ approval for the landfilling of
Special Wastes at the Landfill, including without limitation Sludges.
4.07 The City shall comply with all safety regulations and procedures implemented at the
Landfill by the County and/or the County Representative.
4.08 The City shall be responsible for compliance with all applicable laws and regulations
governing the transportation of waste by or on behalf of the City to the Landfill for
disposal, including without limitation the obtaining of all required permits and licenses
such as over-weight permits.
V
TERMS OF RESTATED AGREEMENT
5.01 This Restated Agreement shall be effective on full execution by all parties. The initial
term of this Restated Agreement shall be for ten (10) years, commencing on October 1,
2003, and terminating on September 30, 2013 (the "Term"). The County Representative
shall commence the acceptance of MSW from the City at the Landfill on that date.
VI
NONDISCRIMINATION
6.01 County or the County Representative shall not discriminate against any person because of
race, creed, color, religion, or national origin. Discrimination on the basis of age, sex, or
physical requirements is prohibited except where such specific age, sex, or physical
requirements constitute a bona fide occupational qualification.
VII
INDEMNIFICATION
7.01 To the extent allowed by law, County agrees to protect, indemnify, defend, and save
harmless the City, its present and future officials, officers, employees, agents,
subcontractors, representatives and assigns from any loss, claim, liability, penalty, fine,
forfeiture, demand, cause of action, suits and costs and expenses incidental thereto
(including cost of defense, settlement, and reasonable attorney's fees), arising out of or
relating to the maintenance and operation of the Landfill except for occurrences caused
by or arising out of the negligence or willful conduct of City, its officers, employees, and
agents.
7.02 To the extent allowed by law, the City agrees to protect, indemnify, defend, and save
harmless County or the County Representative, their present and future officials, officers,
employees, agents, subcontractors, representatives and assigns from any loss, claim,
liability, penalty, fine, forfeiture, demand, cause of action, suits and costs and expenses
incidental thereto (including cost of defense, settlement, and reasonable attorney's fees)
12
arising out of or relating to the maintenance and operation of the Landfill, except for
occurrences caused by or arising out of the negligence or willful conduct of the County or
the County Representative, their officers, employees, and agents.
VIII
INSURANCE
8.01 The County Representative shall provide and maintain during operations at the landfill,
Worker's Compensation Insurance that meets the requirements of the State of Texas.
8.02 The County Representative shall provide and maintain during active landfill operations
there under General Liability Insurance, to protect against all claims arising out of the
County Representative's operations that result in bodily injury, death or property damage
suffered on or about the landfill. The policy or policies shall contain a clause that the
insurer will not cancel or decrease the insurance coverage without first giving the City
thirty (30) days notice in writing.
8.03 The County Representative shall upon request furnish City evidence that the insurance
required of it is in force.
8.04 The limits of liability of all insurance required herein shall be as set forth:
Coverages Limits of Liability
Workmen's Compensation Statutory
Employer's Liability $1,000,000 each accident
Comprehensive General Liability
Bodily Injury Liability and Property
Damage Combined
Automobile Liability
Bodily Injury and Property Damage Combined
Single Limit
IX
DEFAULT
$1,000,000 each occurrence
$1,000,000 each occurrence
9.01 In the event that the Landfill cannot receive the City's MSW and/or Sludge for any
reason other than that described in Section 10.04, then the County and the County
Representative shall reimburse the City for the costs of landfilling at another landfill,
including additional transportation costs and tipping fees, any such MSW and Sludge that
would otherwise have been acceptable for landfilling at the Landfill during the period the
Landfill is unable to receive such waste for any reason other than that described in
Section 10.04. In addition to any other lawful means of effecting reimbursement from
13
County or the County Representative, the City may credit these reimbursable costs
against the fees due or that may become due to the County Representative pursuant to
this Restated Agreement.
X
GENERAL PROVISIONS
10.01 No parties shall assign or transfer, or permit the assignment or transfer of this Restated
Agreement or the rights hereunder without the prior written consent of the other party.
Approval of any assignment shall not be unnecessarily withheld.
10.02 This Restated Agreement constitutes the entire Restated Agreement and understanding
between the parties hereto, and it shall not be considered modified, altered, changed or
amended in any respect unless in writing and signed by the parties hereto.
10.03 This is an agreement for the performance of specific services described herein. Under no
circumstances or conditions shall the Operation of the Landfill by the County or its
Representative in accordance with this Restated Agreement be deemed a public function
of the City, nor has the City acquired an interest, ownership or otherwise in the real or
personal property or improvements or fixtures at the Landfill by virtue of this Restated
Agreement.
10.04 From and after the Commencement Date of this Restated Agreement, the County's
Representative performance hereunder may be suspended and its obligations hereunder
excused in the event and during the period that such performance is prevented by a cause
or causes beyond the reasonable control of the County or the County Representative
unless such cause or causes is a result of action or non - action by the County or the
County Representative. Such causes shall include, but not limited to, acts of God, acts of
war, riot, fire, meteor, explosion, accident, flood or sabotage; lack of adequate fuel,
power or raw materials, judicial administrative or governmental laws, regulations,
requirement, rules, orders or actions; injunction or restraining orders; the failure of any
governmental body to issue or grant, or the suspension or revocation or modification of
any license, permit or other authorization necessary for the construction and/or operation
envisioned by this Restated Agreement; national defense requirements; labor strike,
lockout or injunction. The County Representative shall use all possible diligence to
remove the force majeure as quickly as possible, but this obligation shall not be deemed
to require the settlement of any strike, lockout, or other labor difficulty contrary to the
wishes of County or the County Representative.
10.05 If any term, clause or provision of this Restated Agreement or the application thereof to
any person or circumstances shall, to any extent, be illegal, invalid or unenforceable
under present or future laws effective during the Term hereof, then it is the intention of
the parties hereto that the remainder of this Restated Agreement, or the application of
such term, clause, or provision to persons or circumstances other than those to which it is
held illegal, invalid, or unenforceable, shall not be affected thereby, and it is also the
intention of the parties hereto that in lieu of each term, clause, or provision that is illegal
14
or unenforceable, there be added as a part of this Restated Agreement a term, clause, or
provision as similar in terms to such illegal, invalid, or unenforceable term, clause or
provision as may be possible and be legal, valid, and enforceable.
10.06 This Restated Agreement shall be governed by and construed in accordance with the laws
of the State of Texas.
10.07 The covenants, terms, conditions, and provisions of this Restated Agreement shall extend
to and be binding upon the successors and assigns of the respective parties.
10.08 This Restated Agreement is entered into and authorized by respective home rule charters
and Texas Government Code Chapter 791, the Texas Interlocal Cooperation Contracts
Act. This Restated Agreement has been authorized by the Governing Council of each
party to this Restated Agreement. Each party agrees to pay for the performance of its
functions and services under this Restated Agreement from current revenues available to
the parties. The Parties agree that any obligation or liability arising from or out of or in
connection with this Restated Agreement are solely the obligations of each parties
systems, and that any such obligations or liabilities shall never be payable out of any
funds raised or to be raised by taxation, and the parties covenant and agree to establish,
adjust, and revise their rates and charges for the use and services of their sanitation
systems, form time to time, so that the revenues of such systems shall be sufficient to pay
all operating expenses of such systems in connection with this Restated Agreement.
10.09 The County Representative acknowledges that during the Term of this Restated
Agreement it shall not attempt to compete for the collection of MSW within the
municipal boundaries of the City. Only the collection by the County Representative of
construction & demolition waste described in the City's ordinance 14.06.03 is
permissible during the Term of this Restated Agreement. However, in the event of a
request from the City's Management, the County Representative may assist the City in
the collection and marketing of waste or recyclables due to unusual circumstances, which
services shall only be provided by the County Representative upon reaching a mutually
agreed upon rate of compensation prior to performance of the requested services.
10.10 All notices or other communications to be given hereunder shall be in writing and shall
be deemed given when mailed by registered or certified United States mail, addressed as
follows:
City of Huntsville
1212 Avenue M
Huntsville, Texas 77340
Attn: City Manager's Office
IN WITNESS WHEREOF, the parties hereto cause this Restated Agreement to be effective as
of October 1, 2003, the date of the Original Agreement, by their presence to be signed and sealed
15
this 0(-4ay of
contained in dul
CITY 0
006, and written by their respective officers pursuant to authorizations
d resol o . or ordinances, as the case may be.
Mayor, City of ' un
APP OVED:
City Attorney, ty(�tsville
POLK'CI NT
City Secretary, City of Huntsville
Viable John P. Thompson, Polk unty Judge
proved by Polk County Commissioners
Court on April 11, 2006)
Acknowledged and Agreed to:
LCG•‘,
/Barbara Middleton, C • my Clerk
0110
•
SA TEK ENVIRON ENTAL OF TEXAS, LLC
a
dward A. Caylor, Pr sident
w
:. 1, c
• -�>' 3
\� t +•1 � 1'., ,
Attachments:
1. Resolution of the City Council of the City of Huntsville, Texas authorizing Restated
Agreement.
6078229.4
16