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12-01 - R TOWN OF PROSPER, TEXAS RESOLUTION NO. 12-01 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, HEREBY ENTERING INTO AN EXCLUSIVE FRANCHISE AGREEMENT WITH IESI TX CORPORATION FOR THE COLLECTION, HAULING, RECYCLING AND DISPOSAL OF MUNICIPAL SOLID WASTE, CONSTRUCTION AND DEMOLITION WASTE AND RECYCLABLE MATERIALS IN THE TOWN OF PROSPER, TEXAS, AUTHORIZING THE TOWN MANAGER TO EXECUTE THE SAME. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS: SECTION 1: The Town of Prosper, Texas, hereby grants an exclusive franchise agreement with IESI TX Corporation for the collection, hauling, recycling, and disposal of Municipal Solid Waste, Construction and Demolition Waste, and Recyclable Materials in the Town of Prosper, Texas. SECTION 2: The Town Manager of the Town of Prosper, Texas, is hereby authorized to execute, on behalf of the Town Council of the Town of Prosper, Texas, an exclusive franchise agreement with IESI TX Corporation as hereto attached. SECTION 3: This Resolution shall take effect on February 1, 2012 RESOLVED THIS THE 24th day of January, 2012 by vote of 7-0. Fray Smit�, Mayor ✓ ATTEST TO: Amy Piukan J®® Town Secr �`�A °� Zb � e • s ® t- ° EXCLUSIVE FRANCHISE AGREEMENT FOR THE COLLECTION,HAULING,RECYCLING AND DISPOSAL OF MUNICIPAL SOLID WASTE, CONSTRUCTION AND DEMOLITION WASTE,AND RECYCLABLE MATERIALS IN THE TOWN OF PROSPER, TEXAS FEBRUARY 1,2012 EXCLUSIVE FRANCHISE AGREEMENT FOR THE COLLECTION,HAULING, RECYCLING AND DISPOSAL OF MUNICIPAL SOLID WASTE, CONSTRUCTION AND DEMOLITION WASTE AND RECYCLABLE MATERIALS IN THE TOWN OF PROSPER,TEXAS STATE OF TEXAS COUNTY OF COLLIN THIS EXCLUSIVE FRANCHISE AGREEMENT (this "Aueement") is made and entered into as of February 1, 2012, by and between IESI TX Corporation, a Texas corporation (the "Service Provider"), and the Town of Prosper, Texas (the "Town"). WHEREAS, the Town, subject to the terms and conditions set forth herein and the ordinances and regulations of the Town, desires to grant to the Service Provider the exclusive franchise, license and privilege to collect, haul and recycle or dispose of Municipal Solid Waste, Construction and Demolition Waste and Recyclable Materials (as such terms are defined herein) within the Town's corporate limits. NOW, THEREFORE, in consideration of the premises and the mutual promises, covenants and agreements set forth herein, the Service Provider and the Town hereby agree as follows: SECTION 1. DEFINED TERMS. The following terms, as used herein, will be defined as follows: Bulkv Item - Any item not measuring in excess of either forty-eight (48) inches in length or fifty (50) pounds in weight, including, but not limited to, refrigerators, stoves, washing machines, water tanks, chairs, couches and other similar household items. Bundles - Items not measuring in excess of either forty-eight (48) inches in length or fifty (50) pounds in weight and which are securely fastened together, including, but not limited to, brush, newspapers and tree trimmings. Business Dav - Any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the Town. Commercial Cart Collect Unit — A small Commercial Unit that utilizes Poly-Carts for the collection of its Municipal Solid Waste and generates no more than three (3) cubic yards of Municipal Solid Waste per week. 1 Commercial Unit - Any non-manufacturing commercial facility that generates and accumulates Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials during, or as a result of, its business, including, but not limited to, restaurants, stores and warehouses. Construction and Demolition Waste - Solid Waste resulting from construction or demolition activities or that is directly or indirectly the by-product of such activities, including, but not limited to, cartons, concrete, excelsior, gypsum board, metal, paper, plastic, rubber and wood products. Construction and Demolition Waste does not include Hazardous Waste, Municipal Solid Waste, Recyclable Materials or Bulky Items. Container - Any receptacle, including, but not limited to, dumpsters, Roll-Offs and Poly-Carts, provided to the Town by the Service Provider and utilized by a Commercial, Industrial or Residential Unit for collecting Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials. Containers are designed to hold between thirty(30) gallons and forty (40) cubic yards of Solid Waste. Hazardous Waste - Waste identified or listed as a hazardous waste by the administrator of the United States Environmental Protection Agency (EPA) under the federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended, or so classified by any federal or State of Texas statute, rule, order or regulation. Handicanued Residential Unit - Any residential dwelling that is inhabited by persons, all of whom are physically handicapped to the extent that they are unable to place Municipal Solid Waste or Recyclable Materials at the curbside, and that generates and accumulates Municipal Solid Waste and Recyclable Materials. The identities of the members of a Handicapped Residential Unit shall be certified by the Town and agreed to by the Service Provider. Holidays -The following days: (1) New Year's Day(January 1 st) (2) Memorial Day (3) Independence Day(July 4th) (4) Labor Day (5) Thanksgiving Day (6) Christmas Day(December 25th). Industrial Unit - Any manufacturing, mining or agricultural facility that generates and accumulates Municipal Solid Waste, Construction and Demolition Waste, or Recyclable Materials during, or as a result of, its operations. Landfill - Any facility or area of land receiving Municipal Solid Waste or Construction and Demolition Waste and operating under the regulation and authority of the Texas Commission on Environmental Quality("TCE ") within the State of Texas, or the appropriate governing agency for landfills located outside the State of Texas. 2 Multi-Familv Residential Unit - Any residential dwelling that is designed for, and inhabited by, multiple family units and that generates and accumulates Municipal Solid Waste and Recyclable Materials. Municipal Solid Waste - Solid Waste resulting from or incidental to municipal, community, commercial, institutional or recreational activities, or manufacturing, mining, or agricultural operations. Municipal Solid Waste does not include Construction and Demolition Waste or Hazardous Waste. Recvclable Materials - (a) Newspapers, magazines, and catalogs, and other paper items such as mail, paper bags or other paper; (b) Glass bottles and jars (excluding mirrors, windows, ceramics and other glass products); (c) Metal cans composed of tin, steel or aluminum(excluding scrap metal); and (d) Plastic containers including all varieties of the types designated as #1, #2, #3, #4, #5 and#7. (e) Cardboard and boxboard (thin cardboard such as cereal boxes, shoe boxes and soda cartons). Recycling Container—A Container with sixty-five (65) gallons of capacity and provided by the Service Provider for the collection of Recyclable Materials. Residential Unit - Any residential dwelling that is either a Single-Family Residential Unit or a Multi-Family Residential Unit. Roll-Off- A Container with twenty(20) cubic yards to forty(40) cubic yards of capacity. Polv-Cart- A Container with ninety-five (95) gallons of capacity. Single-Family Residential Unit - Any residential dwelling that is designed for, and inhabited by, a single person or family unit and that generates and accumulates Municipal Solid Waste and Recyclable Materials. Solid Waste - As defined by the EPA under 40 C.F.R. § 261.2(a)(1), or by the State of Texas under the Solid Waste Disposal Act § 361.003(34) whether such waste is mixed with or constitutes Recyclable Materials. 3 White Good - Any item not measuring in excess of either three (3) cubic feet in size or fifty(50) pounds in weight and that is manufactured primarily from metal, including, but not limited to, a bath tub, heater, hot water heater, refrigerator, sink or washer and dryer. SECTION 2. EXCLUSIVE FRANCHISE GRANT. The Town hereby grants to the Service Provider, in accordance with the Town's ordinances and regulations governing the collection, hauling, recycling and disposal of Municipal Solid Waste, Construction and Demolition Waste and Recyclable Materials, the exclusive franchise, license and privilege to collect, haul and recycle or dispose of Municipal Solid Waste, Construction and Demolition Waste and Recyclable Materials over, upon, along and across the Town's present and future streets, alleys, bridges and public properties.; provided, however the exclusive franchise, granted herein does not apply to Construction and Demolition Waste removed in accordance with Section 7.D. hereof. In order to maintain the exclusive franchise in favor of the Service Provider contained herein, the Town agrees to take reasonable action against any company, customer or third party infringing upon the exclusive rights of the Service Provider. The Town hereby grants subrogation rights to the Service Provider who may take any and all appropriate legal action against any third party infringing on the Service Provider's exclusive-franchise rights and the Service Provider shall be entitled to any and all actual and consequential damages. SECTION 3. OPERATIONS. A. Scope of Operations. It is expressly understood and agreed that the Service Provider will collect, haul and recycle or dispose of all Municipal Solid Waste, Construction and Demolition Waste and Recyclable Materials (as provided herein) (i) generated and accumulated by Commercial, Industrial and Residential Units, and (ii) placed within Containers by those Commercial, Industrial and Residential Units receiving the services of the Service Provider (or otherwise generated and accumulated in the manner herein provided by those Commercial Units, Industrial Units and Residential Units), all within the Town's corporate limits, including any territories annexed by the Town during the term of this Agreement (the "Services"). B. Nature of Operations. The Town hereby grants to the Service Provider, in accordance with the Town's ordinances and regulations governing the collection, hauling and recycling or disposal of Municipal Solid Waste, Construction and Demolition Waste and Recyclable Materials, the title to all Municipal Solid Waste, Construction and Demolition Waste and Recyclable Materials collected, hauled and recycled or disposed of by the Service Provider over, upon, along and across the Town's present and future streets, alleys, bridges and public properties. All title to and liability for materials excluded from this Agreement shall remain with the generator of such materials. SECTION 4. SINGLE-FAMILY RESIDENTIAL UNIT COLLECTIONS,. A. Single-Familv Residential Units. The Service Provider will collect Municipal Solid Waste and Recyclable Materials from Single-Family Residential Units once per week; provided, that (i) such Municipal Solid Waste and Recyclable Materials are placed in Containers provided 4 by the Service Provider, and (ii) such Containers are placed within five (5) feet of the curbside or right of way adjacent to the Single-Family Residential Unit no later than 7:00 a.m. on the scheduled collection day. B. Excess or Misplaced Municipal Solid Waste. The Service Provider shall only be responsible for collecting, hauling and recycling or disposing of Municipal Solid Waste and Recyclable Materials placed inside the Containers provided by the Service Provider. Municipal Solid Waste and Recyclable Materials in excess of the Containers' limits, or placed outside or adjacent to the Containers, will not be collected by the Service Provider. However, such excess or misplaced Municipal Solid Waste and Recyclable Materials may be collected on occasion and within reason due to Holidays or other extraordinary circumstances as determined by the Service Provider in its sole discretion. If the excess or misplaced Municipal Solid Waste and/or Recyclable Materials continues, the Town shall require the Single-Family Residential Unit to utilize an additional Container so that the excess or misplaced Municipal Solid Waste and/or Recyclable Materials will be regularly contained. The Service Provider shall be compensated for these additional Services as provided for in Section 10.A. hereto. C. Handicapped Residential Units. Notwithstanding anything to the contrary contained herein, the Service Provider agrees to assist Handicapped Residential Units with house-side collection of their Containers; provided, that the Service Provider receives prior written notice from the Handicapped Residential Unit of such special need. The Town shall be solely responsible for all other modifications and accommodations required by the Americans with Disabilities Act or any other applicable law or regulation in connection with the services provided hereunder to Single-Family Residential Units. SECTION 5. COMMERCIAL CART COLLECT UNIT COLLECTIONS A. Commercial Cart Collect Units. The Service Provider will collect Municipal Solid Waste and Recyclable Materials from Commercial Cart Collect Units once per week; provided, that (i) such Municipal Solid Waste and Recyclable Materials are placed in Containers provided by the Service Provider, and (ii) such Containers are placed within five (5) feet of the curbside or right of way adjacent to the Commercial Cart Collect Unit no later than 7:00 a.m. on the scheduled collection day. B. Excess or Misplaced Municipal Solid Waste. The Service Provider shall only be responsible for collecting, hauling and recycling or disposing of Municipal Solid Waste and Recyclable Materials placed inside the Containers provided by the Service Provider. Municipal Solid Waste and Recyclable Materials in excess of the Containers' limits, or placed outside or adjacent to the Containers, will not be collected by the Service Provider. If the excess or misplaced Municipal Solid Waste and/or Recyclable Materials continues, the Town shall require the Commercial Cart Collect Unit to utilize an additional Container so that the excess or misplaced Municipal Solid Waste and/or Recyclable Materials will be regularly contained. The Service Provider shall be compensated for these additional Services as provided for in Section 10.B. hereto. Commercial Units generating Municipal Solid Waste in excess of three (3) cubic 5 yards per week will be required to utilize the Service Provider's Commercial services contained in Section 6 hereof. SECTION 6. COMMERCIAL. INDUSTRIAL AND MULTI-FAMILY RESIDENTIAL UNIT COLLECTIONS. The Service Provider will collect Municipal Solid Waste and Recyclable Materials from Commercial, Industrial and Multi-Family Residential Units, as provided for in Section 10.C. hereof. The Service Provider shall only be responsible for collecting, hauling and recycling or disposing of Municipal Solid Waste and Recyclable Materials placed inside the Containers provided by the Service Provider. However, the Service Provider shall be obligated to offer and provide sufficient service to Commercial, Industrial and Multi-Family Residential Units, and to increase or decrease, as necessary, the frequency of collection and the size or number of Containers so that Commercial, Industrial or Multi-Family Units' Municipal Solid Waste and Recyclable Materials will be regularly contained. The Service Provider shall be compensated for these additional Services as provided for in Section 10.C. hereof. The parties acknowledge and agree that the Service Provider shall not be responsible for damage to any private pavement or accompanying sub-surface of any route reasonably necessary to perform the Services herein contracted and that the Commercial, Industrial or Multi-Family Residential Unit assumes all liabilities for damage to pavement or road surface. The Service Provider shall provide recycling services to the Commercial, Industrial and Multi-Family Residential Units that choose to participate in the Town's recycling program and are located in downtown Prosper adjacent to residential collection routes. The Service Provider shall comply with the Town ordinance requiring enclosure doors to be shut at all times, such that the Service Provider's representative providing the Services to any Commercial, Industrial or Multi-Family Residential Unit will shut enclosure doors prior to leaving any such property. SECTION 7. SPECIAL COLLECTIONS AND SERVICES. A. Municipal Locations. The Service Provider will provide, at no cost to the Town, Containers to collect Municipal Solid Waste at the following municipal locations within the Town once per week: Prosper Fire Station Prosper Police Department Public Works Town Hall Town of Prosper—Town Yard Town of Prosper Development Services Town of Prosper Water Supply Additionally, the Service Provider will provide, at no cost to the Town, a reasonable number of Containers to collect Municipal Solid Waste and Recyclable Materials from any future facilities owned and operated by the Town. 6 B. Clean-Up Events. hi addition, the Service Provider will provide, at no cost to the Town, and aggregate maximum of ten (10) thirty-yard Roll-Offs to collect Municipal Solid Waste at the Town's clean-up events; provided, that the Town gives the Service Provider reasonable prior written notice of the date of such special event. For any additional Roll-Offs requested by the Town for such events, the Service Provider shall charge the Town in accordance with Section 10.F. hereof. The Service Provider shall will provide, at no cost to the Town, the proper equipment and/or personnel to collect electronic waste at the Town's clean-up events. C. Roll-Off Services. The Service Provider shall be the exclusive provider of Roll-Off Containers within the Town. The Service Provider shall provide Roll-Off Service to any persons or entities located within the Town's limits and requesting such service. Roll-Off Services shall be in accordance with the terms and conditions agreed to by the Service Provider and the requesting party; provided, that the Roll-Off Services does not conflict with any Town ordinance or policy. At a minimum, the Roll-Off Services provided by the Service Provider shall consist of: (i) the delivery and placement of the Roll-Off, (ii)the collection and hauling of the Roll-Off, and (iii) the disposal of the Solid Waste placed in the Roll-Off(the "Roll-Off Services"). The Service Provider shall be compensated for the Roll-Off Services in accordance with the rates listed in Section 10.F., hereof. D. Contractor Removal of Construction and Demolition Waste. Notwithstanding the above Section 7.C., it is understood and agreed that a construction contractor may haul and dispose of Construction and Demolition Waste from a construction or remodel job located within the Town's corporate limits that it was hired to perform; provided, that the construction contractor uses its own equipment for the storage, hauling and disposal of such Construction and Demolition Waste. Nothing in this Section 7.D. shall allow a third party to hire or subcontract for Roll-Off Services in violation of Section 7.C. hereof. E. Town Educational Literature. Each calendar quarter the Service Provider will provide the Town with an electronic copy of educational literature that will include things such as holiday schedules, route or service changes, community events, general service tips/guidelines, recycling education, new programs, service updates, and any other pertinent information regarding the details of services provided to the Town. This educational literature will be given electronically to the Town for its dissemination to Town businesses and residents. The Service Provider shall not be responsible for any further distribution of such educational literature. SECTION 8. BULKY ITEMS AND BUNDLES. A. Pre-Arranged Collections. The Service Provider will collect Bulky Items and Bundles from Single-Family Residential Units on the fourth Saturday of each month; provided, that (i) the Single-Family Residential Units requiring such collections notify the Service Provider no later than 4:00 p.m. of the Friday prior to the scheduled collection day, and (ii) the Bulky Items or Bundles (A) are placed at the curbside no later than 7:00 a.m. on the scheduled collection day, (B) are reasonably contained, and (C) do not exceed two (2) cubic yards in total volume or have any individual item exceeding fifty (50) pounds in weight. The Service Provider shall only be responsible for collecting, hauling and recycling or disposing of Bulky Items and Bundles at the 7 rate contained in Section 10.A. herein, from those Single-Family Residential Units that have complied with Section 1 and this Section 8.A. In the event a Single-Family Residential Unit places Bulky Items and/or Bundles out for collection in excess of two (2) cubic yards in total volume on the regularly scheduled Bulky Item/Bundle collection day, the Service Provider shall collect such excess Bulky Items and Bundles for an additional charge in accordance with the rates contained in Section 10.E. hereof. Additionally, Single-Family Residential Units may schedule an additional collection(s) of Bulky Items and/or Bundles with the Service Provider on dates other than the regularly scheduled Bulky Item/Bundle collection day for an additional charge in accordance with the rates contained in Section 10.E. hereof. White Goods containing refrigerants will not be collected by the Service Provider unless such White Goods have been certified in writing by a professional technician to have had all such refrigerants removed. B. Negotiated Collections. It is understood and agreed that the service provided under Section 8.A. does not include the collection of Bulky Items and Bundles comprised of Construction and Demolition Waste, White Goods or any materials resulting from remodeling, general property clean-up or clearing of property for the preparation of construction. However, the Service Provider may negotiate an agreement on an individual basis with the owner or occupant of a Single-Family Residential Unit regarding the collection of such items by utilizing the Service Provider's Roll-Off Services. SECTION 9. TITLE TO EOUIPMENT. Notwithstanding anything to the contrary contained herein, it is expressly understood and agreed that all equipment, including, but not limited to, Containers, provided by the Service Provider in connection with the Services, shall at all times remain the property of the Service Provider. On an annual basis, the Service Provider will conduct a Container audit, of both Poly-Carts and Recycling Containers, and submit the results of such audit to the Town for review. SECTION 10. RATES AND FEES. Subject to adjustment, as provided in Section 11 hereof, the rates and fees to be charged and received by the Service Provider are as follows: A. Single-Family Residential Unit Services. For the Services provided to Single-Family Residential Units under Section 4.A. hereof, the Service Provider shall charge (i) $7.95 per month for each Single-Family Residential Unit utilizing one Poly-Cart, plus (ii) $2.61 per month for each Single-Family Residential Unit utilizing one Recycling Container, plus (iii) $4.41 per month for each additional Poly-Cart utilized by such Single-Family Residential Unit, plus (iv) $1.12 per month for each additional Recycling Container utilized by such Single-Family Unit. These rates apply to all Single-Family Residential Units that are located within the Town's corporate limits and billed by the Town for utility services. B. Commercial Cart Collect Unit Services. For the Services provided to Commercial Cart Collect Units under Section 5.A. hereof, the Service Provider shall charge the following(i) $17.50 per month for each Commercial Cart Collect Unit utilizing one Poly-Cart, plus (ii) $23.28 8 per month for each Commercial Cart Collect Unit utilizing two (2) Poly-Carts,plus (iii) $11.67 per month for each additional Poly-Cart in excess of two (2)Poly-Carts utilized by such Commercial Cart Collect Unit. These rates apply to all Commercial Cart Collect Units that are located within the Town's corporate limits. C. Commercial, Industrial and Multi-Familv Residential Unit Municipal Solid Waste Services. For the Services provided to Commercial, Industrial and Multi-Family Residential Units under Section 6 hereof, the Service Provider shall charge per month for each Non- compacted Container utilized for the collection of Municipal Solid Waste the following rates: 2012 Non-Compacted Container Rates Container One Two Three Four Five Six Size Collection Collection Collection Collection Collections Collections a Week s a Week s a Week s a Week a Week a Week 3 Yards $ 60.67 $ 106.18 N/A N/A N/A N/A 4 Yards I $ 72.35 I $ 112.01 N/A I N/A N/A N/A 6 Yards $ 89.84 $ 157.53 $ 225.05 $ 379.31 $ 474.14 $ 568.96 8 Yards $ 115.53 $ 192.54 $ 308.06 $ 505.74 $ 632.18 $ 758.62 10 Yards $ 144.41 $ 232.21 $ 389.70 $ 632.18 $ 790.23 $ 948.27 For any collection that the Service Provider is required to make in excess of the above weekly figures, the Service Provider shall charge the following additional rates per additional collection, per Container: Size of Container Each Additional Collection 3 Yards $ 30.00 4 Yards $ 35.00 6 Yards $ 40.00 8 Yards I $45.00 10 Yards $ 50.00 For the Services provided to Commercial, Industrial and Multi-Family Residential Units under Section 6 hereof, the Service Provider shall charge per month for each compactor utilized for the collection of Municipal Solid Waste the following rates: 9 2012 Compactor Rates SIZE Rate/Pickup* 2 Yard $82.20 *Equates to 8 yd 1 x wk 4 Yard $119.40 *Equates to 8 yd 2 x wk 6 Yard $156.60 *Equates to 8 yd 3 x wk 18 Yard $193.80 *Equates to 8 yd 4 x wk 20 Yard $360.00 *Haul Rate includes 4 Tons- Each Additional =$33/Ton 30 Yard $360.00 *Haul Rate includes 4 Tons- Each Additional=$33/Ton 32 Yard $360.00 *Haul Rate includes 4 Tons- Each Additional=$33/Ton 42 Yard $360.00 *Haul Rate includes 4 Tons-Each Additional =$33/Ton The foregoing rates apply to all Commercial, Industrial and Multi-Family Residential Units that are located within the Town's corporate limits and billed by the Town for utility services. D. Commercial, Industrial and Multi-Familv Residential Unit Recvclina Services. For the recycling services provided to Commercial, Industrial and Multi-Family Residential Units under Sections 5 and 6 hereof, the Service Provider shall charge(i) $2.61 per month for each Commercial, Industrial or Multi-Family Residential Unit utilizing one Recycling Container, plus (ii) $1.12 per month for each additional Recycling Container utilized by such Commercial, Industrial or Multi-Family Residential Unit. Such rates shall only apply to such Commercial, Industrial, and Multi-Family Residential Units who have chosen to participate in the Town's recycling program. E. Additional Bulkv ItemBundle Services. For the additional Bulky Item and/or Bundles Services provided to Single-Family Residential Units under Section 8.A. hereof the Service Provider shall charge the following fees: For each collection of excess Bulky Items and/or Bundles from a Single-Family Residential Unit on the Service Provider's regularly scheduled Bulky Item/Bundle collection day the Service Provider shall charge $25.00 per cubic yard for each cubic yard of Bulky Items and/or Bundles collected in excess of two (2) cubic yards from such Single-Family Residential Unit. For each collection of excess Bulky Items and/or Bundles from a Single-Family Residential Unit not on the Service Provider's regularly scheduled Bulky Item/Bundle collection day the Service Provider shall charge(i) $95.00, plus(ii) $100.00 per cubic yard for each cubic yard of Bulky Items and/or Bundles collected from such Single-Family Residential Unit. *The cubic yardage calculation will be based on an estimate provided by a supervisor employed by the Service Provider. 10 F. Roll-Off Services. Subject to adjustment by the Service Provider in its sole discretion, for the Services provided under Sections 7.C., 8.B. and 12 hereto, the Service Provider shall charge for each Roll-Off utilized the following fees: Delivery Fee $ 65.00 Rental Fee $ 3.00 per day Haul Fee $ 345.00 (includes up to 4 tons) Disposal Fee $ 33.00 per each additional ton in excess of 4 tons The Service Provider will enter into agreements with each Commercial, Industrial or Residential Unit on an individual basis regarding the Roll-Off Services to be provided. The Roll-Off Services will be billed directly to such Commercial, Industrial or Residential Unit and will be collected by the Service Provider. The Roll-Offs provided pursuant to this Section 10.E. must be located within the Town in accordance with Town ordinances and policies. SECTION 11. RATE ADJUSTMENT. A. CPI-U Adiustment. Beginning on February 1, 2015, and on each February 1 thereafter, the Service Provider shall have the right, in its sole discretion and upon giving sixty (60) days prior notice to the Town, to increase or decrease the rates set forth in Section 10 hereof (the "Initial Rates") in accordance with the CPI-U. As used herein, "CPI-U" shall mean the revised Consumer Price Index rate for all urban consumers (all items included) for the nearest available metropolitan area, based on the latest available figures from the Department of Labor's Bureau of Labor Statistics (the "Bureau"). The CPI-U used will be the CPI-U published by the Bureau during the month ninety (90) days preceding the adjustment under this Section 11.A. The amount of the increase or decrease under this Section I I.A. shall be equal to seventy-five percent (75%) of what the CPI-U has increased or decreased over the previous twelve(12) month period. B. Operating Cost Adiustment. In addition to the rate adjustments provided for in Section I I.A., at any time during the term of this Agreement, the Service Provider may petition the Town for additional rate and price adjustments at reasonable times on the basis of material or unusual changes in its cost of operations not otherwise the basis of any other rate adjustments herein. At the time of any such petition, the Service Provider shall provide the Town with documents and records in reasonable form and sufficient detail to reasonably establish the necessity of any requested rate adjustment. The Town shall not unreasonably withhold, condition or delay its consent to any requested rate increase. In the event the Town fails or refuses to consent to any such requested rate increase and the Service Provider can demonstrate that such rate increase is necessary to offset the Service Provider's increased costs in connection with performing the services under this Agreement not otherwise offset by any previous rate adjustments hereunder, the Service Provider may, in its sole discretion, terminate this Agreement upon ninety(90) days written notice to the Town. C. Landfill Cost Adiustment. The parties acknowledge that the Municipal Solid Waste and Construction and Demolition Waste covered by this Agreement will be disposed of by the Service Provider at a Landfill(s) chosen by the Service Provider in its sole discretion (the "Initial 11 Landfill(s)"). In the event that the Service Provider is unable to use the Initial Landfill(s) due to reasons out of its control, the Service Provider (i) shall have the right, in its sole discretion, to dispose of the Municipal Solid Waste and Construction and Demolition Waste covered by this Agreement at another Landfill of its choosing, and (ii) shall have the right, upon giving prior notice to the Town, to increase the Initial Rates by an amount equal to the sum of(x) the amount, if any, that the disposal fees charged to the Service Provider at such other Landfill exceed those previously charged to the Service Provider at the Initial Landfill(s), and (y) the amount, if any, that the transportation costs incurred by the Service Provider in connection with transporting the Municipal Solid Waste and Construction and Demolition Waste to such other Landfill exceed those that would have been incurred by the Service Provider if such Municipal Solid Waste and Construction and Demolition Waste was transported to the Initial Landfill(s). D. Governmental Fees. The parties acknowledge that the rates herein include all applicable fees, taxes or similar assessments incurred under federal, state and local laws, rules and ordinances (excluding sales taxes and taxes imposed on income) (the "Fees"). The parties acknowledge and understand that the Fees may vary from time to time, and, in the event any of such Fees are increased or additional Fees are imposed subsequent to the effective date of this Agreement, the parties agree that the rates herein shall be immediately increased by the amount of any such increase in Fees or additional Fees. E. Fuel Adiustment. The Service Provider shall adjust all the rates herein bi-annually for any six-month period beginning on August 1 and February 1 (each, an "Adjustment Date") in which the average price of diesel fuel during the six-month period immediately preceding such Adjustment Date ("Averaging Period") exceeded $2.00 per gallon (the "Base Price"). The average price of diesel fuel will be determined by reference to the U.S. Energy Administration / Department of Energy ("Department of Energy") published price for diesel fuel gulf coast region. The following website (or any successor website) will be the source for such information: htto://www.eia.vov/ooWinfo/wohdt)/diesel detail report combined.asp. The average price of diesel fuel for each Averaging Period (each, a "Bi-Annual Average Price") shall be the average of the weekly fuel prices published for each week during such Averaging Period. The fuel cost adjustment for any six-month period following each applicable Adjustment Date (each, a "Fuel Cost Adjustment") shall be calculated in accordance with the formulas below. In the event the Bi-Annual Average Price is greater than the Base Price, the Fuel Cost Adjustment shall be an upward adjustment to all rates herein. In the event the Bi-Annual Average Price is less than the Base Price, the Fuel Cost Adjustment shall be a downward adjustment to all rates herein. Each Fuel Cost Adjustment shall be effective for the six-month period immediately following the Averaging Period for which such Fuel Cost Adjustment was determined. FORMULA FOR SINGLE-FAMILY RESIDENTIAL UNITS (EXCLUDING ROLL-OFF/COMPACTORS) Hours/week X #of routes X 4.3 weeks/month X 4 imis/hour X (Bi-Annual Averaee Price—Base Price) Number of Single-Family Residential Units 12 Example: Assume that on February 1 the average price of diesel fuel for the Averaging Period beginning on August 1 and ending on January 31 was$3.65 per gallon(Bi-Annual Average Price)and that the Service Provider used one(1) route for the collection of 1200 Single-Family Residential Units and that it took an average of 24 hours of driving each week for the Service Provider to finish the route. 24X 1 X4.3 X 4 X(3.65—2.00) 1200 Fuel Cost Adjustment per Single-Family Residential Unit=$0.57 per month,for the six-month period beginning February 1 and ending on July 31. FORMULA FOR COMMERCIAL,INDUSTRIAL AND MULTI-FAMILY UNITS (EXCLUDING ROLL-OFF/COMPACTORS) Hours/week X#of routes X 4.3 week/month X 4 eals/hour X(Bi-Annual Average Price—Base Price) Number of Commercial,Industrial,and Multi-Family Residential Units Example: Assume that on February 1 the average price of diesel fuel for the Averaging Period beginning on August 1 and ending on January 31 was$3.65 per gallon(Bi-Annual Average Price) and that the Service Provider used one(1) route for the collection of 50 Commercial,Industrial and Multi-Family Residential Units and that it took an everage of 4 hours of driving each week for the Service Provider to finish the route. 4 X 1 X 4.3 X 4 X(3.65—2.00) 50 Fuel Cost Adjustment per Commercial,Industrial,and Single-Family Unit=$2.27 per month,for the six-month period beginning February 1 and ending on July 31. FORMULA FOR ROLL-OFFS AND COMPACTORS Hours/haul X 4 gals/hour X(Bi-Annual Average Price—Base Price) Example: Assume that on February 1 the average price of for diesel fuel for the Averaging Period beginning on August 1 and ending on January 31 was$3.65 per gallon(Bi-Annual Average Price) and that the Service Provider hauled one(1) Roll-Off and that it took 2 hours of driving for the Service Provider to do the haul. 2 X 4 X(3.65-2.00) Fuel Cost Adjustment per Roll-Off/Compactor=$13.20 per haul In the event that the Department of Energy stops reporting the average weekly price of diesel fuel during the term of this Agreement, then the Bi-Annual Average Price shall be the average weekly price of diesel fuel paid by the Service Provider for each week during such Averaging Period. 13 SECTION 12. EXCLUSIONS. Notwithstanding anything to the contrary contained herein, this Agreement shall not cover the collection, hauling, recycling or disposal of any Hazardous Waste, animal or human, dead animals, auto parts, used tires, concrete, dirt, gravel, rock or sand from any Container provided by the Service Provider located at any Commercial, Industrial or Residential Unit; provided, however, that the Service Provider and the owner or occupant of a Commercial, Industrial or Residential Unit may negotiate an agreement on an individual basis regarding the collection, hauling or disposal of Construction and Demolition Waste, auto parts, used tires, concrete, dirt, gravel, rock or sand by utilizing the Service Provider's Roll-Off Services. SECTION 13. TERM OF AGREEMENT. The term of this Agreement shall be for a period of five (5) years, commencing on February 1, 2012 and concluding on January 31, 2017. At the expiration of the term of this Agreement, the Agreement may be extended by the parties upon mutual written agreement. SECTION 14. ASSIGNMENT. This Agreement shall not be assignable or otherwise transferable by the Service Provider without the prior written consent of the Town; provided, however, that the Service Provider may assign this Agreement to any direct or indirect affiliate or subsidiary of the Service Provider or to any person or entity succeeding to all or substantially all of the Service Provider's assets (whether by operation of law, merger, consolidation or otherwise)without the Town's consent. SECTION 15. ENFORCEMENT. During the term of this Agreement and any extension thereof, the Town agrees to adopt and maintain ordinances and revise existing ordinances so as to enable the Service Provider to provide the Services set forth herein. The Town shall take any action reasonably necessary to prevent any other solid waste collection company from conducting business in violation of the exclusive franchise granted herein. If the Service Provider experiences recurring problems of damage or destruction to or theft of the Containers provided by the Service Provider pursuant to this Agreement, the Service Provider may, prior to replacing or repairing such Containers, require security deposits from the Commercial, Industrial or Residential Units utilizing such Containers. To the maximum extent allowed by applicable law, the Town also hereby grants to the Service Provider the right of ingress and egress from and upon the property of Commercial, Industrial and Residential Units for the purposes of rendering the Services contemplated hereby. SECTION 16. PROCESSING. BILLING AND FEES. A. Monthlv Statement. On a monthly basis, the Service Provider agrees to bill the Town the rates and fees charged under Sections 10 and 11 hereto for all Commercial, Industrial and Residential Units possessing active utility accounts within the Town's corporate limits, as well as for all other Commercial, Industrial and Residential Units requiring the collection, hauling and 14 disposal of Municipal Solid Waste within the Town's corporate limits (the "Monthly Statement") on or before the last day of the month for which such Services were provided, commencing on February 29, 2012. Thereafter, the Town will remit to the Service Provider in arrears an amount equal to such Monthly Statement. Such remittance shall be made by the Town on or before the 20th day of each month commencing on March 20, 2012. Along with each monthly remittance, the Town shall provide the Service Provider with a report indicating the service type, size, location, and rate for Commercial Units and Industrial Units, as well as the number and rate of Residential Units which have been billed for that month. The Town shall be solely responsible for billing and collecting such rates and fees from all Commercial, Industrial and Residential Units possessing active utility accounts within the Town's corporate limits, as well as from all other Commercial, Industrial and Residential Units requiring the collection, hauling and disposal of Municipal Solid Waste within the Town's corporate limits. Nothing herein shall prohibit the Town from collecting sums in addition to those sums called for herein. B. Taxes. In addition to the amounts billed and collected by the Town under Section 16.A., the Town shall also be responsible for billing, collecting and remitting/paying any and all sales, use and service taxes assessed or payable in connection with the Services. The Service Provider shall be responsible for billing, collecting and remitting/paying any and all sales, use and service taxes assessed or payable in connection with the Roll-Off Services. C. Bad Debt; Unpaid Rates/Fees. The Town agrees that payments owing to the Service Provider pursuant to this Agreement shall be based solely on the Services rendered by the Service Provider. The Service Provider shall not be held responsible for the collection of "bad debt" billed by and owed to Town for the Services, nor shall the Service Provider be penalized for Services rendered that remain unpaid by any Commercial, Industrial Unit. D. Billim4s for Roll-Off Services. Notwithstanding the above, the Service Provider will bill and collect (i) the rates charged under Sections 10.C. and 10.F. from all Residential, Commercial and Industrial Units for services performed with respect to Roll-Off Services (the "Roll-Off Billing"), plus (ii) an amount equal to five percent (5%) of the Roll-Off Billing, plus (iii) any applicable sales, use and service taxes. F. Franchise Fee. On a calendar quarterly basis, the Service Provider shall remit to the Town an amount equal to five percent (5%) of the gross receipts collected by the Service Provider from the Roll-Off Billing for the immediately preceding quarter's Roll-Off Billing (the "Roll-Off Franchise Fee"). The Roll-Off Franchise Fee shall be remitted to the Town in arrears on a calendar quarterly basis, beginning on or before the April 15, 2012. The initial remittance to the Town for the Franchise Fee shall only be for the months of February and March, 2012, such as to put the Service Provider on schedule to remit such Franchise Fee going forward on a calendar quarterly basis. SECTION 17. SPILLAGE. It is understood and agreed that the Service Provider shall not be required to clean up, collect or dispose of any loose or spilled Municipal Solid Waste, Construction and Demolition Waste, or 15 Recyclable Materials not caused by the Service Provider's rendering of the Services, or be required to collect and dispose of any excess Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials placed outside of the Containers by any Commercial, Industrial or Residential Unit. The Service Provider may report the location of such conditions to the Town so that the Town can issue proper notice to the owner or occupant of the Commercial, Industrial or Residential Unit instructing the owner or occupant to properly contain such Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials. Should excess Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials continue to be placed outside of the Containers, the Town shall require the Commercial, Industrial or Residential Unit to increase the frequency of collection of such Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials, or require the Commercial, Industrial or Residential Unit to utilize a Container with sufficient capacity so that the excess Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials will be regularly contained. The Service Provider shall be compensated for these additional Services as provided for in Section 10 hereof, and shall be entitled to receive an extra collection charge for each additional Container requiring an extra collection. SECTION 18. NON-COLLECTION NOTICE AND FOLLOW-UP. A. Notice from the Service Provider. It is specifically understood and agreed that where the owner or occupant of a Commercial, Industrial or Residential Unit fails to timely place a Container as directed in Sections 4 through 6 hereof, or is otherwise in violation of the Town's ordinances and regulations, the Service Provider's reasonable rules adopted hereunder or the provisions of this Agreement relating to the nature, volume or weight of Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials to be removed, the Service Provider may refrain from collecting all or a portion of such Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials and will notify the Town within eight (8) hours thereafter of the reason for such non-collection. The Service Provider will also provide written notice to the Commercial, Industrial or Residential Unit of the reason for such non-collection, unless such non-collection is the result of the Commercial, Industrial or Residential Unit's failure to timely place the Containers, Bulky Items or Bundles out for collection. Such written notice shall be attached to the Container or the uncollected Municipal Solid Waste, shall indicate the nature of the violation and shall indicate the correction required in order that such Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials may be collected. B. Notice from a Commercial. Industrial or Residential Unit. When the Service Provider is notified by an owner or occupant of a Commercial, Industrial or Residential Unit that Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials has not been removed from such Commercial, Industrial or Residential Unit and where no notice of non-collection or a change in collection schedule has been received by the Town from the Service Provider, or the Service Provider has failed to collect Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials from the Commercial, Industrial or Residential Unit without cause, as supported by notice as described herein, then the Service Provider will use all reasonable efforts to collect such Municipal Solid Waste, Construction and Demolition Waste or Recyclable Materials on the day the missed collection is brought to the Service Provider's 16 attention provided, however, that if the Service Provider fails to make such collection on the same day that the Service Provider was notified of such missed, then the Service Provider shall make such collection no later than 12:00 p.m. on the following Business Day, and there shall be no charge to the Service Provider for any such original non-collection or late collection so long as the Service Provider makes such collection within such time. SECTION 19. HOURS OF SERVICE. For all the Services provided hereunder, the Service Provider's hours of service shall be between 7:00 a.m. to 7:00 p.m., Monday through Friday and 7:00 a.m. to 2:00 p.m. on Saturday. The Service Provider will not be required to provide service on weekends or Holidays except during natural disasters or emergencies, and may, at its sole discretion, observe Holidays during the term of this Agreement; provided, however, that the Service Provider shall provide such services on the immediately following business day. SECTION 20. CUSTOMER SERVICE. The Service Provider shall field all inquiries and complaints from Commercial, Industrial and Residential Units relating to the collection, hauling, recycling and disposal of Municipal Solid Waste, Construction and Demolition Waste and Recyclable Materials. The Service Provider shall give prompt and courteous attention to any inquiries and complaints and shall make reasonable efforts to resolve such inquiries and complaints. The Service Provider shall be responsible at all time for maintaining a log of complaints and shall, at the Town's request, provide copies of all complaints indicating the date and nature of complaints and the manner and timing of resolutions. SECTION 21. COMPLIANCE WITH APPLICABLE LAWS. The Service Provider shall comply with all applicable federal and state laws regarding the collection, hauling, recycling and disposal of Municipal Solid Waste, Construction and Demolition Waste and Recyclable Materials, including existing and future laws that may be enacted, as well as any regulations reasonably passed by the Town that are not in derogation of this Agreement. Nothing in this Agreement shall be construed in any manner to abridge the Town's right to pass or enforce necessary police and health regulations for the reasonable protection of its inhabitants. The Town shall have the right to make reasonable inspections of the Service Provider in order to insure compliance with this Section 21. SECTION 22. VEHICLES AND EOUIPMENT. Vehicles used by the Service Provider for the collection, hauling, recycling and disposal of Municipal Solid Waste, Construction and Demolition Waste and Recyclable Materials shall be protected at all times while in transit to prevent the blowing or scattering of Municipal Solid Waste, Construction and Demolition Waste and Recyclable Materials onto the Town's public streets, or properties adjacent thereto, and such vehicles shall be clearly marked with the Service 17 Provider's name in letters and numbers not less than two (2) inches in height. All collection vehicles used by the Service Provider shall be washed and deodorized once per week. SECTION 23. DUE CARE. The Service Provider shall exercise due care and caution in providing the Services so that the Town's public and private property, including streets and parking areas, will be protected and preserved. SECTION 24. PERSONNEL AND PERFORMANCE STANDARDS. The Service Provider shall not deny employment to any person on the basis of race, creed or religion, and will insure that all federal and state laws pertaining to salaries, wages and operating requirements are met or exceeded. The Service Provider, its agents, servants and employees shall perform the Services in a courteous, competent and professional manner. During the term of this Agreement and any extension thereof, the Service Provider shall be responsible for the actions of its agents, servants and employees while such agents, servants and employees are acting within the scope of their employment or agency. SECTION 25. INSURANCE COVERAGE. Pursuant to this Agreement, the Service Provider shall carry the following types of insurance in an amount equal to or exceeding the limits specified below: Coverage Limits of Liability (1) Worker's Compensation Statutory (2) Employer's Liability $500,000 (3) Bodily Injury Liability(except automobile) $1,000,000 per occurrence; $2,000,000 in the aggregate (4) Property Damage Liability(except automobile) $1,000,000 per occurrence; $2,000,000 in the aggregate (5) Automobile Bodily Injury Liability $1,000,000 per person; $1,000,000 per occurrence (6) Automobile Property Damage Liability $1,000,000 per occurrence (7) Excess Umbrella Liability $5,000,000 per occurrence (8) Professional Liability Policies Directors and Officers $10,000,000 in the aggregate 18 Employment Practices $10,000,000 in the aggregate Fiduciary $5,000,000 in the aggregate To the extent permitted by law, any or all of the insurance coverage required by this Section 25 may be provided under a plan(s) of self-insurance, including coverage provided by the Service Provider's parent corporation. Prior to the beginning of the Services under this Agreement, or prior to any extension or renewal thereof, the Service Provider shall furnish the Town with a certificate of insurance verifying the insurance coverage required by this Section 25. All insurance and certificate(s) of insurance shall contain the following provisions: 1. Name the Town, its officers, agents, representatives, and employees as additional insureds as to all applicable coverage with the exception of workers compensation insurance. 2. Provide for at least thirty(30) days prior written notice to the Town for cancellation, non-renewal, or material change of the insurance. 3. Provide for a waiver of subrogation against the Town for injuries, including death, property damage, or any other loss to the extent the same is covered by the proceeds of insurance. Insurance Company Qualification: All insurance companies providing the required insurance shall be authorized to transact business in Texas and rated at least "A-"by AM Best or other equivalent rating service. SECTION 26. INDEMNITY. To the extent covered by applicable insurance, the Service Provider assumes all risks of loss or injury to property or persons caused by its performance of the Services. The Service Provider agrees to indemnify and hold harmless the Town and its agents, directors, employees, officers and servants from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, liabilities, losses or expenses (including, but not limited to, reasonable attorneys' fees) caused by a willful or negligent act or omission of the Service Provider, its officers and employees. However, the Service Provider shall not be liable for any legal proceedings, claims, demands, damages, costs, expenses and attorneys' fees caused by a willful or negligent act or omission of the Town, its agents, directors, employees, officers and servants. SECTION 27. SAVINGS PROVISION. In the event that any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, this Agreement shall, to the extent reasonably possible, remain in force as to the balance of its terms and provisions as if such invalid term or provision were not a part hereof. 19 SECTION 28. TERMINATION. Any failure by either party or its successors and assigns to observe the terms and conditions of this Agreement shall, if continuing or persisting without remedy for more than thirty (30) days after the receipt of due written notice from the other party, constitute grounds for forfeiture and immediate termination of all the defaulting party's rights under this Agreement, and all such rights shall become null and void. SECTION 29. FORCE MAJEURE. The performance of this Agreement may be suspended and the obligations hereunder excused in the event and during the period that such performance is prevented by a cause or causes beyond reasonable control of such party. The performance of this Agreement will be suspended and the obligations hereunder excused only until the condition preventing performance is remedied. Such conditions shall include, but not be limited to, acts of God, acts of war, accident, explosion, fire, flood, riot, sabotage, acts of terrorists, unusually severe weather, lack of adequate fuel, or judicial or governmental laws or regulations. SECTION 30. GOVERNING LAW. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Texas, without giving effect to the conflict of laws rules thereof. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of Texas and the Federal courts of the United States located in the State of Texas, solely in respect of the interpretation and enforcement of the provisions of this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Texas State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action or proceeding to the addresses of the parties listed below, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. SECTION 31. ATTORNEYS' FEES. The prevailing party in any dispute between the parties arising out of the interpretation, application or enforcement of any provision hereof shall be entitled to recover all of its reasonable attorneys' fees and costs whether suit be filed or not, including without limitation costs and attorneys' fees related to or arising out of any trial or appellate proceedings. 20 SECTION 32. ACCEPTANCE. PASSED AND APPROVED BY THE TOWN OF PROSPER COUNCIL MEETING AT A TIME AND PLACE IN COMPLETE CONFORMITY WITH THE OPEN MEETING LAWS OF THE STATE OF TEXAS AND ALL OTHER APPLICABLE LAWS THIS' DAY OF 2012. a � IESI TX CORPORATION TOWN OF PROSPER 2138 Country Ln. 121 West Broadway McKinney, Texas 75069 Prosper, TX 75078 By: By: Nam : J hn tafsonv is PresicJlent Name: Title: e®retsw0v,�' O Pf?0 Ago' ATTEST: 'may: ~ game: kM J-91AA11,,�1 • title: • • _ 21