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HomeMy WebLinkAbout2013-3472 - Ordinance - 01/24/2013Ordinance No. B13- .3 t l 7,Z AN ORDINANCE GRANTING VIRIDIUN, ITS SUCCESSORS AND ASSIGNS, A NON- EXCLUSIVE FRANCHISE FOR THE PRIVILEGE AND USE OF PUBLIC STREETS, ALLEYS, AND PUBLIC WAYS WITHIN THE CORPORATE LIMITS OF THE CITY OF COLLEGE STATION FOR THE PURPOSE OF PROVIDING COMMERCIAL ORGANIC WASTE COLLECTION; PRESCRIBING THE TERMS, CONDITIONS, OBLIGATIONS, AND LIMITATIONS UNDER WHICH SAID FRANCHISE SHALL BE EXERCISED; PROVIDING FOR THE CONSIDERATION; FOR THE PERIOD OF THE GRANT; FOR ASSIGNMENT; FOR THE METHOD OF ACCEPTANCE; FOR REPEAL OF CONFLICTING ORDINANCES; AND FOR PARTIAL INVALIDITY. Whereas, the City of College Station, by ordinance, provides exclusively all solid waste collection and disposal services for solid waste generated from within the corporate limits of the City of College Station; and the City of College Station may, by ordinance and charter, grant franchises to other entities for the use of public streets, alleys and thoroughfares within the corporate limits of the City of College Station for the collection and disposal of solid waste generated from within the corporate limits of the City of College Station; and Whereas, the City of College Station desires to exercise the authority provided to it by ordinance and charter to grant a franchise for the collection and disposal of a certain classification of solid waste generated within the corporate limits of the City of College Station under the terms of this Franchise Agreement as set out below; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS, THAT: Contract No. 13 -097 11. Organic Waste means waste of biological origin recovered from the solid waste stream for the purposes of reuse, reclamation, or compost. Organic Waste is not solid waste, unless it is abandoned or disposed of, rather than reprocessed into another product. 12. Recyclables or Recyclable Commodities means materials recovered from the solid waste stream for reuse or reclamation, a substantial portion of which are consistently used in the manufacture of products that may otherwise be produced using raw or virgin materials. Recyclable commodities or recyclables are not solid waste unless they are abandoned or disposed of, rather than reprocessed into another product. 13. Residue means the material regularly associated with and attached to recyclable commodities, as a part of the original packaging or use of that commodity, that is not recyclable itself. 14. Roll -Off means a container of varying capacity used for refuse collection. Viridiun Franchise Agreement for Commercial Organic Waste Collection 3 b. A fee is required equivalent to six and one half percent (6.5 %) of Contractor's monthly gross revenues, delivery revenues, and hauling revenues; including rates as described in "Exhibit A ", generated from Contractor's provision of organic waste collection services within the City is required if Contractor reports aggregate recycling of at least fifty -five percent (55 %) but less than sixty percent (60 %) of organic waste collected. c. A fee is required equivalent to eight percent (8 %) of Contractor's monthly gross revenues, delivery revenues, and hauling revenues; including rates as described in "Exhibit A ", generated from Contractor's provision of organic waste collection services within the City is required if Contractor reports aggregate recycling less than fifty -five percent (55 %) of organic waste collected. 2. Any revenue received by Contractor is subject to the franchise fee and shall be computed into Contractor's monthly gross revenues, delivery revenues, hauling revenues, and rates as described in "Exhibit A ". Payment will be paid quarterly to the City, and shall be due by the twentieth day (20 of the month following the end of the previous calendar quarter. Payment after that date shall incur a ten percent (10 %) late fee on the outstanding account balance under this Article V. 3. Failure by Contractor to pay any amount due under this franchise constitutes a Failure to Perform under this contract and is subject to the provisions of Article XIV of this Franchise Agreement (FAILURE TO PERFORM). ARTICLE VI ACCESS TO RECORDS & REPORTING City shall have the right, upon reasonable notice and during normal business hours, to inspect Contractor's records, billing records of customers served by Contractor, and all papers relating to the operation of organic waste collection and disposal within the City. Contractor shall cooperate with City to allow the inspections. Along with the payment to the City of the City's agreed share of revenue from the monthly gross revenues, delivery revenues, and hauling revenues from collection of organic waste, and rates as described in "Exhibit A ", Contractor shall provide a Monthly Activity Report due to the City no later than the twentieth (20 calendar day of each month, summarizing collection activity for the previous calendar month. Contractor's report shall include the following information: Total tonnage of all materials collected from all customers, broken down by material type 2. Total tonnage of all materials collected from all customers from within the City, broken down by material type Viridiun Franchise Agreement for Commercial Organic Waste Collection ARTICLE IX COMPLAINTS REGARDING SERVICE /SPILLAGE Contractor shall handle directly any complaints pertaining to customer service, property damage or personal injury from their collection service. Any complaints received by City shall be forwarded to Contractor within twenty-four (24) hours of receipt by City. Contractor shall respond to all complaints within twenty -four (24) hours of receiving notice of complaint from City, shall resolve complaints promptly, and shall report to City the action taken. Failure by Contractor to respond and report to City on action taken within this twenty-four (24) hour period may subject Contractor to a $100.00 per incident charge from City, payable with the next payment due City under Article V of this Franchise Agreement. ARTICLE X COMPLIANCE WITH LAWS 1. This ordinance shall be construed in accordance with the City's Charter and Code of Ordinances in effect on the Effective Date of this ordinance to the extent such City Charter and Code of Ordinances are not in conflict with or in violation of the Constitution and Laws of the United States or the State of Texas. 2. This Ordinance shall be governed in accordance with the Laws of the State of Texas. Performance and all matters related thereto shall be in Brazos County, Texas, United States of America. 3. Notwithstanding any other provision in this franchise to the contrary, City and Contractor shall at all times comply with all laws, rules, and regulations of the state and federal government and any administrative agencies thereof, with respect to the subject matter of this Ordinance. 4. All collections made under this Agreement shall be made by Contractor without unnecessary noise, disturbance, or commotion. ARTICLE XI UNDERSTANDINGS PERTAINING TO NON - EXCLUSIVITY This Franchise Agreement contains all the terms and conditions agreed on by the parties and no other agreements, or otherwise, regarding the subject matter of this franchise shall be of any force or effect. Both parties agree and understand that nothing in this Franchise Agreement conveys to Contractor an exclusive franchise for the services described in this franchise and that this franchise is non - exclusive. ARTICLE XII OWNERSHIP OF MATERIALS Sole and exclusive title to all organic waste collected by Contractor under this Franchise Agreement will pass to Contractor when the debris is placed on Contractor's truck. Viridiun Franchise Agreement for Commercial Organic Waste Collection hereinabove is intended by the Contractor to indemnify and protect the City from the consequences of both the City's own negligence, whether that negligence is the sole or a concurring cause of the injury, death or damage; or the Contractor's negligence, whether that negligence is the sole or a concurring cause of the injury, death or damage. 3. Contractor assumes responsibility and liability and hereby agrees to indemnify the City from any liability caused by Contractor's failure to comply with applicable federal, state, or local laws and regulations, touching upon the maintenance of a safe and protected working environment, and the safe use and operation of machinery and equipment in that working environment. ARTICLE XVI INSURANCE 1. For the duration of this Agreement, Contractor shall procure and maintain, at its sole cost and expense, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under the terms of this Agreement by Contractor, its agents, representatives, volunteers, employees, or subcontractors. 2. Contractor's insurance shall be endorsed to name the City as additional insured. Contractor's insurance shall be primary with respect to the City, its officials, employees, and volunteers. Any insurance or self - insurance maintained by the City, its officials, employees, or volunteers, shall be considered in excess of Contractor's insurance and shall not contribute to it. 3. Contractor shall include any and all subcontractors as additional insureds under its policies. All coverages for subcontractors shall be subject to all of the requirements and endorsements stated herein. 4. Certificates of Insurance and endorsements shall be furnished to City and approved by City before work commences. During the term of this Agreement, Contractor's insurance policies shall meet the following requirements: a. Standard Insurance Policies Required 1. Commercial General Liability 2. Business Automobile Liability 3. Workers' Compensation b. General Requirements Applicable to All Policies 1. Only Insurance Carriers licensed and authorized to do business in the State of Texas will be accepted. 2. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis for property damage only. 3. "Claims Made" policies are not accepted. Viridiun Franchise Agreement for Commercial Organic Waste Collection Division of Workers Compensation (DWC) form. Accordingly, if a subcontractor does not have his or her own policy and a coverage agreement is used, contractors and subcontractors must use that portion of the form whereby the hiring contractor agrees to provide coverage to the employees of the subcontractor. The portion of the form that would otherwise allow them not to provide coverage for the employees of an independent Contractor may not be used. 2. Workers' compensation insurance shall include the following terms: A. Employer's Liability minimum limits of $1,000,000.00 for each accident/each disease /each employee is required. B. "Texas Waiver of Our Right to Recover From Others Endorsement, WC 42 03 04" shall be included in this policy. C. Texas must appear in Item 3A of the Workers Compensation coverage or Item 3C must contain the following: All States except those listed in Item 3A and the States of NV, ND, OH, WA, WV, and WY. 3. Pursuant to the explicit terms of Title 28, Section 110.110(c) (7) of the Texas Administrative Code, the bid specifications, this Agreement, and all subcontracts on this Project must include the following terms and conditions in the following language, without any additional words or changes, except those required to accommodate the specific document in which they are contained or to impose stricter standards of documentation: Definitions: A. Certificate of coverage ( "certificate ") — An original certificate of insurance, a certificate of authority to self - insure issued by the Division of Workers Compensation, or a coverage agreement (DWC -81, DWC -83, or DWC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. B. Duration of the project - includes the time from the beginning of the work on the project until the Contractor's /person's work on the project has been completed and accepted by the governmental entity. C. Persons providing services on the project ( "subcontractors" in § 406.096 [of the Texas Labor Code) - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, without limitation, independent Contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, Viridiun Franchise Agreement for Commercial Organic Waste Collection 11 B. Provide to the Contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; C. Provide the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; D. Obtain from each other person with whom it contracts, and provide to the Contractor: L A certificate of coverage, prior to the other person beginning work on the project; and ii. A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; E. Retain all required certificates of coverage on file for the duration of the project and for one year thereafter; F. Notify the governmental entity in writing by certified mail or personal delivery, within 10 calendar days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and G. Contractually require each person with whom it contracts to perform as required by paragraphs (a) - (g), with the certificates of coverage to be •' provided to the person for whom they are providing services. 12. By signing this contract, or providing, or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project; that the coverage will be based on proper reporting of classification codes and payroll amounts; and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self - insured, with the Commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penal- ties, or other civil actions. 13. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor that entitles the governmental entity to declare the contract void if the Contractor does not remedy the breach within ten calendar days after receipt of notice of breach from the governmental entity. E Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent, and shall contain the following provisions and warranties: 1. The company is licensed and authorized to do business in the State of Texas. Viridiun Franchise Agreement for Commercial Organic Waste Collection 13 ARTICLE XX NOTICES AND PAYMENTS 1. All notices and payments required under the terms of this Contract to be given by either party to the other party shall be in writing, and unless otherwise specified in writing by the respective parties, shall be sent to the parties at the addresses following: Recycling Coordinator Eric Hickman City of College Station President and CEO P.O. Box 9960 Viridiun College Station, Texas 77842 5050 Wallace Drive Cumming, Georgia 30041 2. All notices shall be deemed to have been properly served only if sent by Registered or Certified Mail, to the person(s) at the address designated as above provided, or to any other person at the address which either party may hereinafter designate by written notice to the other party. ARTICLE XXI PENALTY Any person, firm or corporation violating any provision of this ordinance shall receive a citation and fine not to exceed $2,000.00 for each offense, and each and every day said violation continues constitutes a separate offense. ARTICLE XXII AMENDMENTS It is hereby understood and agreed by the parties to this franchise that no amendment to the terms of this franchise shall be made unless made in writing, approved by both parties, and attached to this Franchise Agreement to become a part hereof. ARTICLE XXIII SEVERABILITY If any section, sentence, clause, or paragraph of this Agreement shall be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the invalid, illegal or unenforceable provision(s) of this Agreement with valid legal terms and conditions approximating the original intent of the parties. Viridiun Franchise Agreement for Commercial Organic Waste Collection 15 ARTICLE XXVI ACCEPTANCE OF FRANCHISE In accordance with City of College Station City Charter, Section 120, Contractor shall have sixty (60) days from and after the final passage and approval of this Ordinance to file its written acceptance thereof with the City Secretary. Within thirty (30) days from the final adoption of this Ordinance, and upon acceptance being filed, this Ordinance shall take effect and be in force from and after the date of its acceptance. Such acceptance shall be typed or printed on the letterhead of Contractor and, with the blank spaces appropriately completed, shall be as follows: Attn: Public Works Director VI C ► !�%wh LAC , acting by and through its undersigned who is acting within his or her official capacity and authority, hereby accepts the franchise to operate an organic waste collection service within the City of College Station, Texas ( "College Station ") as said franchise is se fo �t h and provided for in Ordinance No. (the "Ordinance "). �ir , 9%4 -,, L.l -r— agrees to be bound and governed by the terms, provision and condition of the Ordinance, to accept and to give the benefits provided for in the Ordinance in a businesslike and reasonable manner and in compliance with the Ordinance. By: Name: a Title: es� ti E Date: ;L By accepting this Agreement, Contractor represents it has, by careful examination, satisfied itself as to the nature and location of the work; the character, quality and quantity of work to be performed; the character of the equipment and facilities necessary to fulfill its obligations under this Agreement; and the general and local conditions and all other matters that in any way affect the work to be performed under this Agreement. Viridiun Franchise Agreement for Commercial Organic Waste Collection 17 ARTICLE XXVII PUBLIC MEETING It is hereby found and determined that the meetings at which this ordinance was passed were open to the public, as required by Texas Government Code § 551, as amended, and that advance public notice of time, place, and purpose of said meetings was given. First Consideration & Approval on the /0 day 2012 Second Consideration & Approval on the 1 T day of J 2012 VIRIDIUN CITY OF COLLEGE STATION Printed Name: Eli c- Mayor Date: * - L� Title: -P 4 C Date: 2 a 1 & 1Z ATTEST: City Secreta Date: 8 - S 3� APPROVED: City M Date: r 2 City Attorney ' Date: /- 7 / ?- Dir. Business Services Viridiun Franchise Agreement for Commercial Organic Waste Collection 18 EXHIBIT "A" SCHEDULE OF RATES Organic Recycling Service J $210.00 per pickup Viridiun Franchise Agreement for Commercial Organic Waste Collection 19 Heather Qualls From: Retha Youell Sent: Wednesday, December 05, 2012 1:33 PM To: Heather Qualls; Bill Holman Cc: Eric Hickman Subject: RE: Walmart / Sam's - Existing bin clean -out Attachments: image001Jpg; image002Jpg; image003.png Mr. Holman, thank you so much for your written confirmation. This will allow us to continue routing the agreement. Thanks Heather. Retha Retha Youell, SPHR Risk Manager City of College Station P. O. Box 9960 College Station, TX 77842 979 - 764 -3572 office 979 - 764 -5032 fax 512 - 748 -8020 cell ryouell @cstx.gov From: Heather Qualls Sent: Wednesday, December 05, 2012 1:18 PM To: Bill Holman Cc: Eric Hickman; Retha Youell Subject: RE: Walmart / Sam's - Existing bin clean -out M Thank you for emailing! I am cc'ing our Risk Manager, Retha Youell, to review. Heather Qualls I Recycling Coordinator City of College Station 0. 979.764.6229 1 C. 1.979.561.6003 P.O. Box 9960 College Station, TX 77842 "Home of TexasA &M University "® .- `* P From: Bill Holman [ mailto: bill .holmanCaholmanandcompany.com Sent: Wednesday, December 05, 2012 1:14 PM To: Heather Qualls Cc: Eric Hickman Subject: FW: Walmart / Sam's - Existing bin clean -out Importance: High Heather, Holman and Company is the insurance broker for Viridiun, LLC. Viridiun's property and liability insurance policies will be renewed in advance of the December 16, 2012 renewal date. The workers compensation coverage renews on January 5, 2013. This coverage will also be renewed and we will add the Waiver of Subrogation endorsement to the workers compensation policy. Please let me know if you have any questions. Sincerely, Bill Holman, CPCU, ARM Holman and Company Phone: 770-992-4760 Fax: 770-641-0269 bill .holmanCdholmanandcompany.com <w — , Best Practices This transmission contains information that may be confidential or privileged, and is intended only for the recipient identified above. If you received this transmission in error, please notify the sender immediately, delete all copies, and be aware that any disclosure, copying, distribution or use of the contents of this transmission is strictly prohibited. Also, for your protection, coverage cannot be bound or changed via voice mail, e-mail, fax or online via the agency's website, and is not effective until confirmed directly with a licensed agent. From: Eric Hickman [ mailto :eric.hickmanraviridiun.com Sent: Tuesday, December 04, 2012 4:29 PM To: Bill Holman Subject: FW: Walmart / Sam's - Existing bin clean -out Importance: High Bill, Please review the comments below and advise. Thanks. Regards, ERIC HICKMAN 1 770.639.71611 M VIRIDIUN CORPORATE OFFICES VIRIDIUN d5C E34 7.434E ; t: Confidential This e -mail is intended for the sole use of the individuai(s) .) w,hoa� it is ?ddres ed and may contain inrormei;on chat is piivilaged. confidential and exempt from disc /enure under applicable law You are hereby notified that ary dissemma? 'ion, duplic_tion, or distnbuiior of this transmission by someone ether than the intended addressee or its designated agent is stricily prohibited. If you receive this a -mail in error, piaase nolify me immediately by replying to this e -mail. From: Heather Qualls [ mai Ito: hqualls(bcstx.gov Sent: Tuesday, December 04, 2012 12:26 PM To: Ed Kern Subject: RE: Walmart / Sam's - Existing bin clean -out Ed, Heard back from our Risk Manager regarding the insurance policy /certificates and have paraphrased below: It looks like they need to add a waiver of subrogation endorsement to their workers comp policy. Also, all of their policies expire next week, so you may want to contact them & tell them to be sure that Waiver of Subrogation is included on their renewal, then we'll need the renewal certificate as soon as possible after renewal because this will go to council 1/10. If we could get something from their agent saying the waiver will be added & all policies will renew, that would be best. Please let me know if you have any questions! Heather Qualls I Recycling Coordinator City of College Station 0. 979.764.6229 1 C. 1.979.561.6003 P.O. Box 9960 College Station, TX 77842 "Home of Texas A &M University "® a P. NN P From: Ed Kern [ mailto:ed. kern (abviridiun.com Sent: Tuesday, December 04, 2012 9:59 AM To: Heather Qualls Subject: RE: Walmart / Sam's - Existing bin clean -out I will let you know when we will service. We are reviewing routes to see when we can fit them in. It is disappointing to be pushed back, but it is what it is. Thanks Regards ED KERN 1 404.229.39731 M VIRIDIUN CORPORATE OFFICES -I VIRIDIUM From: Heather Qualls [ mailto:hqualls(a)cstx.Qov ] Sent: Tuesday, December 04, 2012 10:13 AM To: Ed Kern Subject: RE: Walmart / Sam's - Existing bin clean -out Ed, Good morning, we have received approval for Viridiun to service and clean the containers one time until the franchise is awarded. Also, because there is only one council meeting in December (due to the holidays) our item has unfortunately been pushed to the January 10 agenda. I apologize for the inconvenience. Thank you, Heather Qualls I Recycling Coordinator City of College Station O. 979.764.6229 1 C. 1.979.561.6003 P.O. Box 9960 College Station, TX 77842 "Home of Texas A &M University "® V r a. 4 i 4. pq W P From: Ed Kern [ ma ilto:ed. kern �aviridiun.coml Sent: Monday, December 03, 2012 1:37 PM To: Heather Qualls Subject: Walmart / Sam's - Existing bin clean -out 4 Heather: As I noted to you, Brazos has set bins in place and servicing them until we receive our agreement. We discussed on Friday, we don't want the bins that LES used to sit for 3 weeks before we are allowed to service them. Please advise when we can service them and lock them with our locks so the store associates can't put product into them. We have a manager in the area this week to aid in getting the truck routes rolling smoothly and can make him available at the store if needed. Regards ED KERN 1 404.229.39731 M VIRIDI UN CORPORATE OFFICES VIRIDIUN City of College Station Home of Texas A &M University City of College Station Home of Texas A &M University A C6Rh® v CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYVYY) 12/18/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Holman and Company 3655 North Point Parkway Suite 425 Alpharetta GA 30005 CONTACT Marsha Shubert NAME: PHONE (77O)99Z -4760 AIC No: (770) 641 -0269 E M AL SS: marsha.shubert @holmanandcompany.com ADDRE INSURER 5 AFFORDING COVERAGE _ NAIC # INSURERA:EMC Insurance Companies LIMITS INSURED Viridiun, LLC 5050 Wallace Drive Cumming GA 30041 INSURERB:Great American Insurance Co Y INSURERC: INSURER D: EACH OCCURRENCE INSURER E: DAMAGE 70 RENTED PREMISES Ea occurrence INSURER F: COVERAGES CERTIFICATE NUMBER:2012 -2013 Master REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY MM/DD/YEYYY LIMITS GENERAL LIABILITY Y y EACH OCCURRENCE $ 11000,000 DAMAGE 70 RENTED PREMISES Ea occurrence $ 100, 000 X COMMERCIAL GENERAL LIABILITY MED EXP(Any one person) $ 5,000 A CLAIMS -MADE OCCUR 48- 92 - - -13 12/16/2012 12 /16/2013 PERSONAL &ADV INJURY $ 1,000,000 ,4X6- GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $ 2, 000,000 $ X POLICY F PRO LOC AUTOMOBILE LIABILITY Y y EaaBcicort SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ A X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON-OWNED X HIRED AUTOS X AUTOS 4X6- 48- 92 - - -13 12/16/201212/16 /2013 BODILY INJURY (Per accident) $ PROPERTY DAMAGE 'Per accident $ Uninsured motorist combined $ 75, 000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 B EXCESS LIAB CLAIMS -MADE DED RETENTION 10,00 $ UU 0335363 00 12/16/2012 12/16/2013 WORKERS COMPENSATION WC STATU OTH- FIR AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ OFFICERWEMBER EXCLUDED? ❑ (Mandatory In NH) N/A E.L. DISEASE - POLICY LIMIT 1 $ fyes . tlescdbe under DESCRIPTION OF OPERATIONS be..ow A Auto Physical Damage- ACV X6- 48- 92 - - -13 12/16/201212/16 /2013 Various Deductibles Hired Car PD $50,000 Various Deductibles DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CITY OF COLLEGE STATION IS INCLUDED AS ADDITIONAL INSURED UNDER CG74820108 BLANKET ADDITIONAL INSURED - CONSTRUCTION CONTRACTS VICARIOUS LIABILITY ON THE GENERAL LIABILITY AND CA72700307 COMMERCIAL AUTO AMENDMENT AND CA73921205 BLANKET WAIVER OF SUBROGATION WHEN REQUIRED IN WRITTEN AGREEMENT ON THE AUTOMOBILE AND CG 24040509 BLANKET WAIVER OF SUBROGATION ON THE GENERAL LIABILITY. ULK I II - IL:A I t I1ULUtK I Mlm ..G 11V 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF COLLEGE STATION ATTN: RISK MANAGEMENT P O BOX 9960 COLLEGE STATION, TX 77842 AUTHORIZED REPRESENTATIVE lliam Holman /MARSHA —I ACORD 25 (2010105) V UvrcrU I Ivry. tall rlynun 1-1—u. INS025 mmnnsl m The ArOPr1 nmmn ­11 Innn — ronicfarcri mnr4c of a(7)Rr1 L Additional Named Insureds Other Named Insureds Mil -Tek Georgia Recycling and waste Solutions, LLC Viridiun Capital, LLC Viridiun Environmental, LLC Viridiun Equipment, Inc. Viridiun Holdings, LLC Viridiun Products, LLC OFAPPINF (0212007) COPYRIGHT 2007, AIMS SERVICES INC ACORO CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD lz /zo /2o12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Holman and Company 3655 North Point Parkway Suite 425 Alpharetta GA 30005 CONTACT Ma rsha Shubert NAM PHONE (770) 992 -4760 AC No: (770) 641 -0269 AIC, A .shubert @holmanandcompany.com INSURERS AFFORDING COVERAGE NAIC# INSURER A'American Interstate Insurance 31895 INSURED Viridiun, LLC 5050 Wallace Drive Cumming GA 30041 INSURER B: INSURER C: INSURER D: EACH OCCURRENCE S INSURER E: INSURER F: MED EXP (Any one person) COVERAGES CERTIFICATE NUMBER:2013 -2014 WC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MM1DO/YYYY MMIDD /YYYY LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1:1 OCCUR EACH OCCURRENCE S DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER POLICY PRO LOG PRODUCTS - COMP /OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS NON -CWNED HIRED AUTOS H AUTOS COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAR EXCESS LIAB H OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DE❑ I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER/EXECUTIVE YIN OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below MIA ]( VWCGA2082462013 1/5/2013 1/5/2014 X WC ST AT U- OTH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYFF $ 1, 000,000 E.L DISEASE - POLICY LIMIT $ 1, 000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) $ 2,500 Deductible/ Eric Hickman and Rhett Marlow are excluded under the Workers' Compensation Coverage. CFRTIFICATF Hint DFR CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF COLLEGE STATION ATTN: RISK MANAGEMENT P 0 BOX 9960 COLLEGE STATION, TX 77842 AUTHORIZED REPRESENTATIVE lliam Holman /MARSHA IP ACORD 25 (2010/05) © 1988 -2010 ACORD CUKI'UKA I IUN. AN rlgnts reservea, INSn2.5 on,nn�) r, Tho Arun r,a.r,o ­1 1- — ronicfororl r„ Lr .,f Arnctn Additional Named Insureds Other Named Insureds Mil -Tek Georgia Recycling and waste Solutions, LLC Viridiun Capital, LLC Viridiun Environmental. LLC Viridiun Equipment, Inc ridiun Holdings, LLC ridiun Products, LLC [ OFAPPINF (0212007) COPYRIGHT 2007, AIMS SERVICES INC COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, COMMERCIAL AUTO AMENDMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The BUSINESS AUTO COVERAGE FORM is amended to include the following clarifications and extensions of coverage. With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A BLANKET ADMIT IONAL INSURED D. SECTION If — LIABILITY COVERAGE, A.1. Who Is An Insured is amended by adding the following: d. Any person or organization who is a party to a written agreement or contract with you in which you agree to provide the type of insurance afforded under this Business Auto Coverage Form. This provision applies to claims for "bodily injury" or "property damage" which occur after the execution of any written agreement or contract. B. NEWLY FORMED OR ACQUIRED ORGANIZATIONS SECTION II — LIABILITY COVERAGE, A.1. Who Is An Insured is amended by adding the following: e. Any organization which you acquire or form after the effective date of this policy in which you maintain ownership or majority interest. However: (1) Coverage under this provision is afforded only up to 180 days after you acquire or form the organization, or to the end of the policy period, whichever is earlier. (2) Any organization you acquire or form will not be considered an "insured" if: A. The organization is a partnership or a joint venture, or B. That organization is covered under other similar insurance. (3) Coverage under this provision does not apply to any claim for "bodily injury" or "property damage" resulting from an "accident" that occurred before you formed or acquired the organization. C. SUBSIDIARIES AS INSUREDS SECTION If — LIABILITY COVERAGE, A.1. Who Is An Insured is amended by adding the following: f. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of this policy. However, "insured" does not include any subsidiary that is an "insured" under any other automobile liability policy or was an "insured" under such a policy but for termination of that policy or the exhaustion of the policy's limits of liability COVERAGE EXTENSIONS — SUPPLEMENTARY PAYMENTS SECTION II — LIABILITY COVERAGE, A.2.a. Coverage Extensions, Supplementary Payments (2) and (4) are replaced by the following: (2) Up to $3,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to S350 a day because of time off from work. E. PHYSICAL DAMAGE —TOWING SECTION III — PHYSICAL DAMAGE COVERAGE, A.2. Towing is replaced with the following: We will pay for towing and labor costs incurred, subject to the following: a. Up to $100 each time a covered "auto" of the private passenger type is disabled', or b. Up to $500 each time a covered "auto" other than the private passenger type is disabled. However, the labor must be performed at the place of disablement. F. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions subparagraph a. Transportation Expenses is replaced by the following: (1) We will pay up to $75 per day to a maximum of $1,000 for temporary transportation expense incurred by you Decause of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Cause of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expirations, when the covered "auto" is returned to use or we pay for its "loss." CA7270(3 -07) Includes copyrighted material of ISO Properties, Inc, with its permission. Page 1 of 2 (2) If the temporary transportation expenses you incur arise from your rental of an "auto" of the private passenger type, the most we will pay is the amount it costs to rent an "auto" of the private passenger type which is of the same like kind and quality as the stolen covered "auto." G. HIRED AUTO PHYSICAL DAMAGE SECTION III — PHYSICAL DAMAGE COVERAGE, A.4. Coverage Extensions is amended by adding the following: C. If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss, or Collision coverage is provided for any "auto" you own, then the Physical Damage coverages provided are extended to "autos" you hire, subject to the following limit and deductible: (1) The most we will pay for loss to any hired auto" is the lesser of $50,000 or Actual Cash Value or Cost of Repair, minus the deductible. (2) The deductible wiil be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. (3) Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered 'auto' you own. The insurance provided under this provision is excess over any other collectible insurance. H. PERSONAL PROPERTY OF OTHERS SECTION III — PHYSICAL DAMAGE COVERAGE, AA. Coverage Extensions is amended by adding the following: d. We will pay up to $500 for loss to personal Property of others in or on your covered "auto." This coverage applies only in the event of "loss" to your covered "auto" caused by fire, lightning, explosion, theft, mischief or vandalism, the covered "auto's" collision with another object, or the covered "auto's" overturn. No deductibles apply to this coverage. I. AIRBAG COVERAGE SECTION III — PHYSICAL DAMAGE COVERAGE, B.3.a, Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag, LOSS TO TWO OR MORE COVERED AUTOS FROM ONE ACCIDENT SECTION III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following If a Comprehensive, Specified Causes of Loss or Collision Coverage "loss" from one "accident' involves two or more covered "autos', only the highest deductible applicable to those coverages will be applied to the "accident ". This provision only applies if you carry Comprehensive, Collision or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered "autos" for which you do not carry such coverage. K. WAIVER OF DEDUCTIBLE — GLASS REPAIR OR REPLACEMENT SECTION III — PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: If a Comprehensive Coverage deductible is shown in the Declarations it does not apply to the cost of repairing or replacing damaged glass. L. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV — BUSINESS AUTO CONDITIONS, A.2. Duties in the Event of Accident, Claim, Suit or Loss is amended by adding the following: d. Your obligation to notify us promptly of an "accident," claim, "suit" or "loss" is satisfied if you send us the required notice as soon as practicable after your Insurance Administrator or anyone else designated by you to be responsible for insurance matters is notified, or in any manner made aware, of an "accident," claim, "suit" or "loss." M. UNINTENTIONAL FAILURE TO DISCLOSE EXPOSURES SECTION IV — BUSINESS AUTO CONDITIONS, 8.2. Concealment, Misrepresentation, or Fraud is amended by adding the following: If you unintentionally fail to disclose any exposures existing at the inception date of this policy, we will not deny coverage under this Coverage Part solely because of such failure to disclose. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. N. MENTAL ANGUISH SECTION V — DEFINITIONS, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from bodily injury, sickness or disease. O. LIBERALIZATION If we revise this endorsement to provide greater coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. CA7270(3 -07) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 2 of 2 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, BLANKET WAIVER OF SUBROGATION WHEN REQUIRED IN A WRITTEN CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition Section is added to and replaced by the following: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written agreement or written contract because of payments we make for injury or damage arising out of your ongoing operations or "work you performed" under a written contract or written agreement with that person or organization and included in the 'Garage Operations ". A. The following definitions are added to the Definition Section of this endorsement only: "Garage operations" means the ownership, maintenance or use of locations for garage business and that portion of the roads or other accesses that adjoin these locations. 'Garage operations" includes the ownership, maintenance or use of the "autos" indicated in Section I of this Coverage Form as covered "autos ". "Garage operations" also include all operations necessary or incidental to a garage business. 2. "Work you performed" includes: a. Work that someone performed on your behalf; and b. The providing of or failure to provide warnings or instructions. CA7392(12 -05) Includes copyrighted material of ISO Properties, Inc, with its permission. Page t of 1 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: y .14 11 Information required to complete this Schedule. if not shown 466 41.he shown rrta �e lahat'rons The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 p COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL IN AR LIABILITY CONSTRUCTION CONTRACTS - VICIOUS This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured any person or organization for whom you are performing operations when you have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: "Bodily injury," "property damage" or "personal and advertising injury" resulting from any act or omission by, or willful misconduct of the additional insured, whether the sole or a contributing cause of the loss. The coverage afforded to the additional insured is limited solely to the additional insured 's "vicarious liability" that is a specific and direct result of your conduct. "Vicarious liability" as used in this endorsement means liability that is imposed on the additional insured solely by virtue of its relationship with you, and not due to any act or omission of the additional insured. 2. "Bodily injury" or "property damage" occurring after: a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than ser- vice, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcon- tractor engaged in performing operations for a principal as a part of the same project. 3. "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any profes- sional, architectural, engineering or surveying services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifica- tions; or b. Supervisory, inspection, architectural or engineering activities. C. The limits of insurance applicable to the additional insured are those specified in the Declarations of this policy or in the written contract or written agreement, whichever is lower. D. Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether that insurance is primary, excess, contingent or on any other basis, unless you and the additional insured have specifically agreed in a written contract or written agreement that this insurance be primary. When coverage is provided on a primary basis we will not seek contribution from any other insurance available to the additional insured if a written contract or written agreement requires that this insurance be noncontributory. E. All other terms and conditions of this policy remain unchanged. CG74$2(1 -OB) Includes copyrighted material of ISO Properties, Inc. with its permission. Page 1 of 1