RECITALS. WHEREAS, the City and TDS seek to amend the Contract to extend the term of the Contract for five years and provide for updates rates; and

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1 STATE OF TEXAS THIRD AMENDMENT TO THE SOLID WASTE, RECYCLING, YARD TRIMMINGS, AND BULKY WASTE COUNTY OF WILLIAMSON SERVICES CONTRACT WITH TEXAS DISPOSAL SYSTEMS, INC. This is the Third Amendment to the to the Contract for Solid Waste, Recycling, Yard Trimmings, and Bulky Waste Services ("Third Amendment") entered into on August 14, 2012, by and between the City of Georgetown, a Texas home rule city, (the "City"), and Texas Disposal Systems, Inc., ("TDS"). RECITALS WHEREAS, on August 14, 2012, the City and TDS entered into the Contract for Solid Waste, Recycling, Yard Trimmings, and Bulky Waste Services to provide various waste management services, which was amended by the First and Second Amendments, (the "Contract"); and WHEREAS, the City and TDS seek to amend the Contract to extend the term of the Contract for five years and provide for updates rates; and NOW THEREFORE, in consideration for the mutual benefits to be derived by the parties from this Third Amendment and other good and valuable consideration, the City and TDS agree to amend the Contract as follows: NOW THEREFORE, in consideration of the foregoing and the mutual promises contained herein, and other valuable consideration the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows: 1. Capitalized Terms. Unless otherwise defined herein, capitalized tenns shall have the meanings afforded same in the Contract. 2. Exhibit A of the Contract is hereby amended to include Exhibit A-1 attached hereto. 3. Exhibit B of the Contract is hereby deleted and replaced with Exhibit B attached hereto. 4. The term of the Contract is hereby extended to include an Additional Term beginning on October 1, 2017 and ending on October 31, Sections 1.20, 1.24, 1.57, 1.58, and 1.59 of the Contract are hereby deleted and replaced with the following:

2 1.20 Contract Area. Consists of the Exclusive Service Area plus the areas or locations outside the Exclusive Service Area where there are Tier JI Customers Customer(s). An occupant of a Residential Unit or a Non-residential Unit in the Contract Area and who is a Tier I Customer(s) or Tier II Customer(s) Tier I Customer(s). Customers located inside the corporate boundaries of the City, as those boundaries may change from time to time Tier II Customer(s). Customer located outside the corporate boundaries and inside the extra-territorial jurisdiction of the City. Tier II Customers include customers located in special districts (e.g., Municipal Utility Districts) that are contractually obligated to use the City's solid waste provider. As a courtesy, the City shall provide a copy of executed Municipal Utility District Consent Agreement in which the district is required to use the City's solid waste provider to Contractor within ninety (90) days of execution. Failure to do so does not waive the district contractual obligation to use the City's solid waste provider Intentionally Omitted. 6. Article IV of the Contract are hereby deleted and replaced with the following: IV. NATURE OF CONTRACT 4.01 Subject to the provisions of the City Charter and the City' s Code of Ordinances, and except as otherwise provided in this Contract, City hereby grants Contractor the sole and exclusive right under Texas Health and Safety Code Chapter 364 to provide the services listed below for the term of this Contract, unless sooner terminated, and the unexclusive right to operate its vehicles on, over, along, and across the present and future streets and alleys for the purpose of providing the following services: 1. Residential Services for Tier I Customers; 11. Solid Waste and Recycling Services for Tier I Non-Residential Units; 111. City Services for City Facilities, City Events, and Community Recycling Units; and v. Walden Drive Services The City grants the Contractor a nonexclusive right and privilege along with other

3 nonexclusive service providers to have, use, operate, and provide: Residential Services for Tier II Customers, Non-Residential Units Solid Waste Services for Tier 11 Customers, City Services for Dewatered Biosolids. 7. Section 5.03 is hereby deleted in its entirety. 8. Article VI of the Contract are hereby deleted and replaced with the following: VI. NON-RESIDENTIAL SERVICES 6.0 l Upon request of a Non-Residential Unit, Contractor shall provide the following services in compliance with the terms and conditions of this Contract: l Solid Waste Services. A Customer may request that Contractor provide Solid Waste Services. Upon Contractor's receipt of request from a Customer for Solid Waste Services, Contractor shall collect on a frequency mutually agreed to by the Customer and Contractor, from one ( 1) time every week up to seven (7) times per week, on a scheduled Collection day(s) of the number and size of Solid Waste Carts, Dumpsters, or Roll-off Compactors as specified by the Customer Recycling Services. A Customer may request that Contractor provide Recycling Services. Upon Contractor's receipt ofrequest from a Customer for Recycling Services, Contractor shall collect on a frequency mutually agreed to by the Customer and Contractor, from one ( 1) time every week up to seven (7) times per week, on a scheduled Collection day(s) of the number and size of Recycling Catts, Dumpsters, or Roll-off Compactors as specified by the Customer. 9. Section of the Contract are hereby deleted and replaced with the following: Newly Annexed Areas. For Units in the Contract Area annexed into the City prior to November 30, 2017, the Customers shall have the choice of immediately switching to the Contractor, or continuing to use vendors other than the Contractor for a period of two (2) years after the annexation unless exempted by the Director. For such areas, the City shall notify the Contractor of the address of Units to add for services under this Contract during

4 the two (2) year period. After the two (2) year period, the Contractor shall provide services under this Contract for all Units in such areas unless exempted by the Director. For Units in the Contract Area annexed into the City after December 1, 2017, no services shall be offered to Customers unless a privately owned solid waste management service provider is unavailable for a period of two (2) years after the annexation. After the two (2) year period, the Contractor shall provide services under this Contract for all Units in such areas. 10. Section of the Contract are hereby deleted and replaced with the following: Annual Rate Adjustments All rates shown on Exhibit A shall remain fixed from the effective date of this Contract through September 30, After September 30, 2018, annual rate adjustments are subject to City Council approval as part of the City's budget process for each fiscal year. The proposed annual rate adjustment will be based on the following formula: (i) Core CPI- 17 percent The Core CPI adjustment shall be based on the percent change from February of the year of the last approved rate adjustment to February of the current year of the Core National Consumer Price Index- U (excludes food and energy) by the Bureau of Labor Statistics (BLS), Unadjusted Series ID: CUUROOOOSAOL 1 E. (ii) Diesel Fuel #2 price index by the Bureau of Labor Statistics- 6 percent The Diesel Fuel#2 price index by the BLS adjustment shall be based on the percent change from February of the year of the last approved rate adjustment to February of the current year of the Diesel Fuel price index published by the BLS, Series ID: WPU (iii) Repair and Maintenance- 29 percent The Repair and Maintenance adjustment shall be based on the percent change from February of the year of the last approved rate adjustment to February of the cunent year of the Repair and Maintenance price index published by the BLS, Series ID: PCU (iv) Labor Costs- Direct and Fringe- 38 percent The Labor Costs adjustment shall be based on the percent change from the first quarter of the year of the last approved rate adjustment to the first

5 quarter of the current year of the Employment Cost price index published by the BLS, Series ID: CIU201S (v) Vehicle and Equipment Replacement- 10 percent The Vehicle and Equipment Replacement adjustment shall be based on the percent change from February of the year of the last approved rate adjustment to February of the current year of the Vehicle and Equipment Replacement price index published by the BLS, Series ID: WPU (vi) The calculated adjustment shall be calculated by taking the weighted average based on the weights above of the percentage difference between the six indices most recent February, or first quarter end, values and the corresponding values for the prior February, or first quarter end, value and adding the result to 1.0. The calculated adjustment shall not exceed 4.00% annually, or be less than 0.00%, and shall be rounded to two decimal places as in the example below. Example: Assume that the indexes have the values for February 2018 and February 2019 (Qi to QI for the Employment Cost Index as shown in the below table: Weight Index Series ID % PPI Diesel WPU % Core CPI CUUROOOOSAOLlE 17.00% PPI truck bodies WPU % ECI Service Providing CIU201S % PPI Ind. Truck MFG PCU % (( ]2.J)/4]2.J) X % then {( )/ ) X 0.]7 = 0.34]% (( )/227.2) X 0.]0 = 0.075%

6 ((} )!1J5.8) X 0.38 = 0.656% then (( )/2]5.8) X 0.29 = 0.739% % % % % % = 2.05% Rounded, tlte calculated adjustment is 2.05%. This is above tlte minimum calculated adjustment of 0.00%, and below tlte maximum allowed calculated adjustment of 4.00%, so tlte final calculated adjustment is 2.05% The calculated adjustment will be applied only to the rates shown on Exhibit 11. to determine the proposed annual rate adjustment Contractor shall provide the calculated adjustment and the proposed annual rate adjustment to City for review and agreement prior to City Stafrs presentation to City Council for consideration The City Council reserves the right to deny or modify any proposed annual rate adjustment, but modification of the proposed rate by City Council shall be limited to a reduction of the proposed increase. If an annual rate adjustment is approved by City Council, Exhibit A shall be amended as necessary to reflect the City Council action. Full Force and Effect. The parties hereto reaffirm and ratify each and every provision of the Contract (as amended hereby) and confirm that the same remains in full force and effect as of the date of this Amendment. In the event of any conflict between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall govern and control in all respects. 12. Entire Contract. The Contract, as amended by this Amendment, constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof and all prior agreements, proposals, negotiations, understandings and correspondence between the parties in this regard, whether written or oral, are hereby superseded and merged herewith. 13. Counterparts. This Amendment may be executed simultaneously in counterpaits (by

7 facsimile, PDF or otherwise), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The use of electronically transmitted signatures, whether by facsimile, PDF and/or , in place of original signatures on this Amendment is expressly allowed. The Parties intend to be bound by the signatures on such electronically transmitted document, are aware that the other party will rely on the electronically transmitted signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on the form of signature. IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective upon the date this Amendment is signed by both Parties. List of Exhibits Exhibit A-1 Exhibit B /Signature Pages Follow]

8 CITY: THE CITY OF GEORGETOWN, TEXAS, A Texas home-rule municipality By: Dale Ross, Mayor ATTEST: By: Shelley Nowling, City Secretary APPROVED AS TO FORM: By: Charlie McNabb, City Attorney State of Texas County of Williamson ACKNOWLEDGEMENT This instrument was acknowledged before me on, 2017, by Dale Ross, Mayor of the City of Georgetown, Texas, a Texas home-rule municipality, on behalf of the City of Georgetown, Texas. Notary Public, State of Texas

9 Texas Disposal Systems, Inc. STATE OF TEXAS COUNTY OF WILLIAMSON ) ) ) ACKNOWLEDGEMENT The foregoing instrument was acknowledged before me this 5 '/-t.>day of ~,2017,by *6 ~ H"AAL~,inhiscapacityas COO/CFO of Texas Disposal Systems, Inc., a Texas corporation, on behalf of said corporation. Notary Public, State of Texas!~~. HILDIAP.PENA i t.11(/j MY COMMISSION EXPIRES '-l-,i~-,,i_.w., July

10 EXIIIBIT A-1 The following rates shall be effective on November 1, 2017 and shall remain effective unless modified pursuant to the Agreement: Residential Solid Waste Services Tier I Tier II Service Trash Service Recycle Service Bulky Collection - 2X per year Seasonal Yard Trimmings Total ** ** Please see amendment 1 to Exhibit A for 5 year residential pricing. Trash Service: - Cart Only Extra Cart - Trash or Recycle Additional Trash Service - sticker Additional Yard Trimming - sticker revenue accrues to the City 5.00 ** Extra sticker Additional Bulky Waste Collection - each Oversized Bulky Waste Collection - per CY Cart size change - container swap fee each residential address for initial contract term 1' 1 Cart exchange fee 2nd and subsequent cart exchange fee No Charge each ** Not included in base service. Rates to be negotiated between Contractor and Out-of-C ity Customer.

11 City of Georgetown, Texas Commercial Solid Waste Services Pickups Per Week # Carts Note: Multiple frequency available in central business district only Commercial Recycling Service Pickups Per Week # Carts EOW Note: Multiple frequency ava ilable in central business district only Commercial Containers Pickups Per Week Size CY CY CY CY CY locy Commercial containers-city Discount 10%

12 City of Georgetown, Texas Commercial Container Recycling Pickups Per Week Size 1 2 2CY CY CY CY CY locy Commercial - Additional Services locking device - installation 96 one-time charge locking device 23 per month Casters - for non-residential containers 34 per month Unscheduled Extra Pickups 2 CY 52 each 3 CY 65 each 4CY 71 each 6 CY 77 each 8 CY 84 each 10 CY 110 each Fl Compactors - Service rates and rental costs to be negotiated between TDS & Customer

13 City of Georgetown, Texas Roll Off Comi::1actors Roll-Off Size --20 CY 30 CY 35 CY 40CY 42 CY Collection Rate Disposal Rate Roll Off Containers Roll-Off Size 14 CY 20 CY 30 CY 40 CY Collection Rate DisQosal Rate Over weight charge will apply on over 10 ton loads as determined by Contractor Discount from collection & disposal rates above for City 10% Miscellaneous Fees Roll -off delivery- one time charge Roll-off open top rental fees Compactor rental fees 105 per delivery 100 per month Varies depending on equipment, age, Condition, options, services, contract term, etc. Transfer Station Host Fees City Host Fee Municipal solid waste transferred through transfer station and transported to TDS Landfill by TDS transfer trailers for disposal as reported to TCEQ on annual Transfer Station Report.

14 1.75 per MSW ton transferred at Georgetown transfer station and transported to TDS landfill site for disposal. This fee does not apply to recycle materials such as commercial and curbside recycling, green waste, compost, recycled wood, green builder recycle materials, other recycle materials, etc. City of Georgetown, Texas Collection Station Operation Annual cost to provide collection services No fee to City Minimum charges -Automobile and pickup truck No greater than 90% of gate rate of Williamson County Landfill Other Fees Set by Contractor based on market to include landfill gate rates fees at Travis and Williamson County landfills plus transportation fees to TDS facility in South Travis County. These fees will be set based on a combination of cubic yardage and tonnage fees as set by Contractor. Freon Removal Removal of Dead Animals - under 100 lbs. 45 each appliance 60 each Closed Landfill Maintenance Fee No charge City of Georgetown - City Event Trash Collection Carts Delivery Service Pickup and clean 20 each 25 each 25 each Delivery Haul/Disp Roll-off 20 CY No Charge 30 CY No Charge 40 CY No Charge

15 Frontload City of Georgetown, Texas Delivery 80 each Service-normal hours Service-after hours Final Pickup and cleaning 122 each 168 each 122 each Other Services Additional Collection Station Hours 120 per hour Roll-off Storm Cleanup Delivery Haul fee w/disposal Rental 125 each 575 each 5 per day Rearload Storm Cleanup 183 per hour, plus disposal

16 EXHIBIT B Residential Solid Waste Services Tier I Tier II Service Trash Service Recycle Service Bulky Collection - 2X per year Seasonal Yard Trimmings Total ** ** Please see amendment 1 to Exhibit A for 5 year residential pricing. Trash Service: - Cart Only Extra Cart - Trash or Recycle Additional Bulky Waste Collection - each Oversized Bulky Waste Collection - per CY Cart size change - container swap fee each residential address for initial contract term 1' 1 Cart exchange fee No Charge 2nd and subsequent cart exchange fee each ** Not included in base service. Rates to be negotiated between Contractor and Out-of-City Customer.

17 City of Georgetown, Texas Commercial Solid Waste Services # Carts Pickups Per Week Note: Multiple frequency available in central business district only Commercial Recycling Service Pickups Per Week # Carts EOW Note: Multiple frequency available in central business district only Commercial Containers Pickups Per Week Size CY CY CY CY CY locy Commercial containers-city Discount 10%

18 City of Georgetown, Texas Commercial Container Recycling Pickups Per Week Size 1 2 2CY CY CY t CY CY CY Commercial -Additional Services Locking device - installation 96 one-time charge Locking device 23 per month Casters - for non-residential containers 34 per month Unscheduled Extra Pickups 2 CY 52 each 3 CY 65 each 4 CY 71 each 6 CY 77 each 8 CY 84 each 10CY 110 each FL Compactors - Service rates and rental costs to be negotiated between TDS & Customer

19 City of Georgetown, Texas Roll Off Com12actors Roll-Off Size 20 CY 30 CY 35 CY 40CY 42 CY Collection Rate Dis12osal Rate Roll Off Containers Roll-Off Size 14 CY 20 CY 30 CY 40 CY Collection Rate Dis12osal Rate Over weight charge will apply on over 10 ton loads as determined by Contractor Discount from collection & disposal rates above for City 10% Miscellaneous Fees Roll-off delivery- one time charge Roll-off open top rental fees Compactor rental fees 105 per delivery 100 per month Varies depending on equipment, age, Condition, options, services, contract term, etc. Freon Removal Removal of Dead Animals - under 100 lbs. 45 each appliance 60 each