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HomeMy WebLinkAboutWastewater Services Agreement - Amazon Data Services, Inc. ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT MURRAY L. MILLER BREANA N. MICOU 1316 COUNTY-CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601-1830 PHONE 574/ 235-9251 FAX 574/ 235-9171 CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS December 17, 2024 Pubudu Ranasinghe Amazon Data Services, Inc. 410 Terry Avenue North Seattle, WA 98109 pubudur@amazon.com; infraenergy@amazon.com; contracts-legal@amazon.com RE: Wastewater Service Agreement Dear Pubudu Ranasinghe: At its December 17, 2024 meeting, the Board of Public Works approved the above referenced agreement defining the terms of Wastewater Services for the new data centers located in the Indiana Enterprise Center. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to hhorvath@southbendin.gov. Please retain a copy for your records. If you have any further questions, please call this office at (574) 235-9251. Sincerely, /s/ Theresa Heffner Theresa Heffner, Clerk Enclosures TH/hh INTER-OFFICE MEMORANDUM DEPARTMENT OF PUBLIC WORKS DIVISION OF ENVIRONMENTAL SERVICES TO: Members of the Board of Public Works Michael Schmidt, Assistant City Attorney Public Works Theresa Heffner, Clerk FROM: Jacob M. Klosinski, P.E., Assistant City Engineer SUBJECT: Amazon Data Services, Inc. Wastewater Service Agreement Agenda Request – Wastewater Service Agreement DATE: December 12, 2024 The Department of Public Works, Division of Engineering, Division of Wastewater, and Legal Department worked with Amazon Data Services, Inc. to negotiate terms of a Wastewater Service Agreement for new data center facilities near the Town of New Carlisle in St. Joseph County. Attached is the formal agreement for consideration of the Board of Public Works for approval and execution at its December 17, 2024 Board Meeting. Amazon Data Services, Inc. will be a significant industrial user and has worked with the Division of Wastewater and Industrial Pretreatment team to develop their Industrial Pretreatment Permit. Wastewater discharge will carry through the IN KOTE Sanitary Trunk Sewer and new sewer improvements that are being constructed along Smilax Road, Edison Road, Larrison Road and State Route 2 to service the Indiana Enterprise Center development in St. Joseph County. The content of the industrial wastewater will include a combination of domestic sewerage and non- contact cooling water. This is a wastewater service only agreement since water in this area of St. Joseph County is supplied by New Carlisle. Please refer to the attached agreement for terms and details. For questions regarding the agenda request or content of the Wastewater Services Agreement, please contact either Kara Boyles (City Engineer), Michael Schmidt (Assistant City Attorney), or Jacob Klosinski (Assistant City Engineer). AMAZON CONFIDENTIAL ADS WASTEWATER SERVICE AGREEMENT COVER SHEET This Wastewater Service Agreement is between the Amazon Entity and the Provider identified below (the “Parties”), is made as of the Effective Date identified below (“Effective Date”), and includes this Cover Sheet, the Terms and Conditions, Exhibits, and any written supplements (“Agreement”). The Parties to this Agreement are: Amazon Entity: Amazon Data Services, Inc. (“ADS”) Provider: The City of South Bend (“City”), a municipal corporation existing under the laws of Indiana, acting by and through its Board of Public Works in accordance with 170 I.A.C. 6- 1.5-40). Effective Date: 01/01/2025 Project: Amazon data center sites known as Indiana Economic Center (“IEC”) Site 2, Site 3, and Site 4, located east of the Town of New Carlisle and west of the City of South Bend in north-western St. Joseph County (as shown in Exhibit 1). Non-Disclosure Agreement: Non-Disclosure Agreement by and between Amazon.com, Inc. and the City of South Bend, dated 12/27/2023. Each Party’s contacts to receive notices about this Agreement are: ADS Provider Amazon Data Services, Inc. 410 Terry Avenue North Seattle, WA 98109 Email: Infraenergy@amazon.com City of South Bend 227 W. Jefferson Blvd. Board of Public Works – Suite 1300 South Bend, IN 46601 Legal Notices: Legal Notices: 410 Terry Avenue North Seattle, WA 98109 Attention: General Counsel (ADS) Email: contracts-legal@amazon.com, infraenergy@amazon.com City of South Bend 227 W. Jefferson Blvd. Attn: Corporation Counsel South Bend, IN 46601 Provider Services AMAZON CONFIDENTIAL Table 1: Provider Service Specifications Site: IEC2 IEC3 IEC4 Rate, in gallons per minute (GPM) or gallons per day (GPD): Maximum cumulative peak discharge flow rate into the US20 Sanitary Sewer Infrastructure is 2,800 gallons per minute and maximum cumulative peak discharge flow rate into Larrison lift station is 2,600 gallons per minute. Delivery Date: 01/01/2025/ 05/01/2025 12/31/2025 Table 2: Provider Service Rates Provider Service: Sewer Service Service Rate: As described in City of South Bend, Indiana Municipal Code of Ordinances, as amended, Chapter 17 – Sewers and Water, Section 17-21, available at: https://library.municode.com/south_beind/codes/ code_of_ordinances?nodeId=SUHITA_CH17SEWA_ART2SE_DIV4SCRACH_S17- 21SERADE Billing and Payment Billing & Payment will be consistent with Provider’s customary practice. AMAZON CONFIDENTIAL Agreed to by both Parties as of the Effective Date: AMAZON DATA SERVICES, INC. CITY OF SOUTH BEND INDIANA BY AND THROUGH ITS BOARD OF PUBLIC WORKS By: ______________________________ Name: Elizabeth A. Maradik, President Title: Date Signed: _________________________ _____________________________ Joseph R. Molnar, Vice President _____________________________ Gary A. Gilot, Member _____________________________ Murray L. Miller, Member _____________________________ Breana N. Micou, Member ATTEST: _____________________________ Theresa Heffner, Clerk December 17, 2024 AMAZON CONFIDENTIAL 1 ADS WASTEWATER SERVICE AGREEMENT TERMS AND CONDITIONS – PROVIDER SERVICE 1.1 Provider Property. The Infrastructure necessary to provide the Provider Service Specifications will be the property of the Provider upon completion and dedication of the Infrastructure by St. Joseph County, and acceptance by Provider. 1.2 Provider Service Obligations. Following acceptance of the Infrastructure by Provider, Provider will deliver the Provider Services specified in Table 1. 1.3 Provider Operation, Maintenance and Repair Obligations. Upon its acceptance of Infrastructure under this Article 1, the Provider will operate and maintain, repair, and upgrade as necessary, the Infrastructure in a manner consistent with Good Utility Practice and in accordance with all Applicable Law. 1.4 Permits. Provider will obtain and pay for any and all permits associated with the acceptance, operation, repair, and maintenance of the Infrastructure. – TERM, EFFECTIVE DATE, TERMINATION 2.1 Term. (a) Initial Term. This Agreement will take effect on the Effective Date and will remain in effect for 10 years (“Initial Term”). (b) Renewal Terms. Upon the expiration of the Initial Term, this Agreement will renew by its own terms for successive 12-month terms (each a “Renewal Term”, and together with the Initial Term, “Term”) unless ADS provides written notice to the Provider at least 90 days prior to the expiration of the Initial Term or any Renewal Term that it does not intend to renew the Agreement. 2.2 Termination. (a) Termination by ADS. ADS may terminate this Agreement at any time by providing written notice to the Provider at least 90 days prior to the date of such termination. If ADS terminates this Agreement pursuant to this Section, then ADS’s sole liability and Provider’s exclusive remedy is payment for (i) any outstanding costs for any Provider Services provided in Table 1 under this Agreement as of the termination date. AMAZON CONFIDENTIAL 2 (b) Termination by Provider. Provider may terminate this Agreement upon 90 days’ prior written notice only if (i) the Project permanently ceases its data center operations for more than 12 consecutive months, and at least 3 years has passed from the Effective Date, and (ii) Provider has paid ADS all amounts due and owing under this Agreement. – RATES AND PAYMENTS 3.1 ADS Obligation to Pay for Provider Services. ADS will pay for the Provider Services in accordance with the rates contained in Table 2 of the Cover Sheet. 3.2 Monthly Billing of Provider Services. The Parties’ obligations with respect to billing, payments, disputes, and delinquencies related to services utilized by ADS will be governed by the Billing and Payment provisions indicated in Table 2 of the Cover Sheet. 3.3 Fair Rates. If Provider modifies its rate structure or proposes any change in rates to ADS or ADS’s customer class, Provider confirms that all similar customers to ADS shall also be subject to such rate modifications 3.4 Measurement of Wastewater Quantity. ADS will install, own, operate, and maintain one or more meters that meet all applicable accuracy, precision, and calibration standards established by Good Utility Practice and Applicable Law. The Provider will read each meter to determine the amount due for each Provider Service related to the Project within 15 days following the end of each calendar month. 3.5 Failure to Provide Services. Provider must provide notice to ADS at least 10 days in advance, or as soon as reasonably possible in the case of a Force Majeure Event, if Provider Services will be interrupted for maintenance, repairs, or other purposes. If for any reason, Provider does not provide Provider Services for more than 24 hours, Provider will supply substitute Provider Services at no additional cost to ADS. If Provider does not provide substitute Provider Services, ADS may provide its own temporary substitute Provider Services and Provider must cooperate to provide access to Infrastructure as needed for ADS to utilize such substitute Provider Services. 3.6 System Development Charge. Prior to connecting to the City’s sewer system and upon the execution of this Agreement, ADS shall pay the Provider a System Development Charge in an amount consistent with the calculations based upon City Ordinance Section 17-79. – FORCE MAJEURE EVENT & CHANGE IN LAW 4.1 Definition. A Party will not be responsible for any delay or failure to perform to the extent that the delay or failure to perform is caused by an event or circumstance that (a) is beyond the reasonable control of such Party, (b) was not foreseeable at the time of execution of this Agreement, or if foreseeable, could not have been avoided or overcome by such Party through the exercise of commercially reasonable diligence, and (c) prevents, hinders or delays AMAZON CONFIDENTIAL 3 such Party in its performance of any (or any part) of its obligations under this Agreement (each, a “Force Majeure Event”). Subject to the requirements of the prior sentence, Force Majeure Events may include acts of God, sudden actions of the elements such as floods, earthquakes, hurricanes, or tornadoes; high winds, lightning, ice storms or other weather event or physical natural disaster of a strength or duration that is not normally encountered in the area of the Project; fire; sabotage; vandalism; terrorism; war; cyber-attacks; invasion; hostilities; rebellion; revolution; requisition, expropriation or compulsory acquisition by any governmental or competent authority; riots; explosion; blockades; insurrection; epidemics; employment strike against a third-party; slow down or labor disruptions (even if such difficulties could be resolved by conceding to the demands of a labor group); or interruptions to transportation. Under no circumstances will the following events constitute a Force Majeure Event: (i) any acts or omissions of any third party under the control or direction of a Party, including, without limitation, any vendor, customer, or supplier of the Party claiming a Force Majeure Event, unless such acts or omissions themselves result from underlying Force Majeure Events; (ii) changes in economic or market conditions that affect the costs or benefits of a Party’s performance or availability of funds to make payments due; (iii) equipment defects; or (iv) any delay in providing, or cancellation of, any approvals by the issuing Governmental Authority unless resulting from an underlying Force Majeure Event. 4.2 Notice and Mitigation. The Party affected by a Force Majeure Event will promptly notify the other Party in writing of such event, giving details of the Force Majeure Event, its anticipated effect on the affected Party’s performance under this Agreement, and the steps that the affected Party is taking to remedy the delay. Upon the occurrence of a Force Majeure Event, the affected Party will, as promptly as practicable, use all reasonable efforts to eliminate the cause of such Force Majeure Event, reduce costs, and resume performance under this Agreement. Upon cessation of a Force Majeure Event, the affected Party will provide prompt written notice to the other Party. 4.3 Change in Law. Any changes to Applicable Law which materially impact the enforceability or operation of this Agreement, the Parties will negotiate in good faith to amend this Agreement to preserve the benefits of this Agreement to each Party; provided that this Agreement will be enforced and implemented to the fullest extent permitted by Applicable Law, even if no such amendment is agreed to by the Parties. – INDEMNIFICATION 5.1 Indemnification by the Provider. Provider will indemnify, defend, and hold harmless the ADS Indemnified Parties from and against all third party claims, demands, injuries (including personal injury, death, and property damage) and legal proceedings and all resulting Damages, arising or resulting from: (1) the negligence or willful conduct of the Provider or any of its officers, employees, agents, representatives, or contractors in connection with performance of the Provider’s obligations under this Agreement; (2) any violation of Applicable Law arising from the activities of the Provider or any of the Provider’s officers, employees, agents, AMAZON CONFIDENTIAL 4 representatives, or contractors in connection with performance of the Provider’s obligations under this Agreement; (3) the failure by the Provider to fulfill any of its obligations under this Agreement; except that the ADS Indemnified Parties will not be indemnified hereunder if such Damages arise or result from the gross negligence or willful misconduct of any ADS Indemnified Party or the unexcused breach by ADS of any of its obligations under this Agreement. – WARRANTIES AND COVENANTS 6.1 Supply Chain Standards. Provider, a municipal governmental entity, agrees to abide by all Federal, State, local laws and internal policies related to International Human Rights and further agrees to work with ADS should a need arise where an internal investigation of business practices related to Provider’s Supply Chain procedures becomes necessary. 6.2 Confidential Information. The Parties’ disclosures and activities in connection with this Agreement and the Project are subject to the Non-Disclosure Agreement indicated in the Cover Sheet (“NDA”). If the NDA expires or is terminated during the Term and is not renewed or replaced, the terms of such prior NDA will continue to apply to the Parties’ activities in connection with this Agreement and the Project until a new NDA is executed by the Parties. 6.3 Public Announcements. The Provider will not issue, or allow a third party or Affiliate to issue, any public announcement, press release or public statement, or conduct press tours, regarding this Agreement without ADS’s prior written consent, not to be unreasonably withheld. Subject to the NDA, ADS may issue public announcements, press releases, and statements related to this Agreement in its sole discretion. The Provider may disclose information to third parties if such information has already been publicly disclosed by ADS, and the Provider is directly asked to provide such information by the third party. – DEFAULT AND REMEDIES 7.1 Events of Default. Any of the following actions or inactions by a Party will constitute an “Event of Default” if such Party (the “Defaulting Party”): (a) Breach of Obligations. Fails to perform any material obligations or covenants under this Agreement, which failure continues for 30 days after written notice from the other Party (“Non-Defaulting Party”). (b) Insolvency. (i) Becomes insolvent or is unable to pay its debts or fails (or admits in writing its inability) generally to pay its debts as they becomes due; (ii) makes a general assignment, arrangement, or composition with or for the benefit of its creditors; (iii) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or a petition is presented for its winding-up or liquidation, which AMAZON CONFIDENTIAL 5 proceeding is not dismissed, stayed, or vacated within 30 days thereafter; (iv) commences a voluntary proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights; (v) seeks or consents to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official for it or for all or substantially all of its assets; (vi) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration, or other legal process levied, enforced, or sued on or against all or substantially all of its assets; (vii) causes or is subject to any event with respect to it which, under the applicable law of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vi) inclusive; or (viii) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. If the acting party is the Provider: (c) Fails to provide a Provider Service or substitute Service by the applicable Delivery Date. 7.2 Remedies for Event of Default. Upon the occurrence of an Event of Default and notice to the Defaulting Party, the Non-Defaulting Party may: (a) Suspend performance of its obligations under this Agreement; and (b) Receive from the Defaulting Party direct Damages incurred by the Non-Defaulting Party in connection with such Event of Default. 7.3 Limitation of Damages. Damages payable under this Agreement will be limited to direct Damages. In no event will ADS be liable for Damages in excess of the sum of the undisputed amounts owed but unpaid for the Provider Services set forth in Table 1. Neither Party will be liable for indirect, special, consequential, incidental, exemplary, or punitive Damages including, without limitation, lost profits, lost production, or lost revenues, arising out of this Agreement, except to the extent resulting from a Party’s indemnification obligations under this Agreement. – MISCELLANEOUS 8.1 Notices. Each Party consents to electronic signatures. All notices under this Agreement must be written, and in English, and notice will be deemed effective when received. All notices will be sent in accordance with the Cover Sheet. Either Party may from time to time change its notice address by giving the other Party notice of the change in accordance with this Section. 8.2 Severability. If any court of competent jurisdiction or applicable Governmental Authority finds any part of this Agreement invalid or unenforceable, then that part AMAZON CONFIDENTIAL 6 is deemed modified to the extent necessary to render it valid and enforceable. If it cannot be so saved, it will be severed, and the remaining parts will remain in full force and effect. 8.3 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld. ADS may assign this Agreement to an Affiliate of ADS without the Provider’s consent. 8.4 Non-Waiver. A waiver of one breach under this Agreement is not a waiver of any other breach. No waiver is effective unless signed in a non-electronic form by the waiving Party. No delay or omission on the part of either Party to exercise or avail itself of any right, power, or privilege that it has or may have under this Agreement will operate as a waiver of any breach or default. 8.5 Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of Indiana, including, but not limited to, I.C. § 8-1-2-101.5 and 170 I.A.C. 6-1.5 et seq. and/or 170 I.A.C. 8.5-4 et seq. regarding the dispute resolution process of customer complaints, and shall be enforced in any court of competent jurisdiction in St. Joseph County, Indiana. It is further agreed that all provisions of law now or hereafter in effect relating to sewer service by the Provider shall be applicable to this Agreement. Provider agrees to that venue and jurisdiction and waives all defenses of lack of personal jurisdiction and inconvenient forum. 8.6 Waiver of Jury Trial. Each Party waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any dispute arising out of or relating to this Agreement. 8.7 Survival. Sections 1.1, 1.3, 1.4, 3, 5, 6.2, 6.3, 7.3, 8.5, 8.6, and 8.7 will survive expiration or termination of this Agreement. 8.8 No Third-Party Beneficiaries. Nothing in this Agreement will provide any benefit to any third-party or entitle any third-party to any claim, cause of action, remedy, or right of any kind. 8.9 Relationship of Parties. The Parties are independent contractors, and nothing in this Agreement creates an employer-employee relationship, a partnership, joint venture, or other relationship between the Parties. Neither Party has authority to assume or create obligations of any kind on the other’s behalf. 8.10 Entire Agreement; Counterparts. This Agreement, together with all incorporated exhibits and schedules and the NDA, constitute the complete and final agreement of the Parties pertaining to the respective subject matter and supersedes the Parties’ prior related agreements, understandings, and discussions. Each Party will accept electronic signatures for the execution of this Agreement and execution may be conducted in counterparts, each of which (including signature pages) is an original, but all of which together is one and the same instrument. AMAZON CONFIDENTIAL 7 8.11 Corporate Authority. The person signing on behalf of ADS represents that he/she has been duly authorized to execute this Agreement on behalf of ADS. 8.12 Sale of Property. ADS maintains the right to sell the right to sell any and all ADS property with allocated sewer capacities as they exist at that time. City will not interfere or be involved in the sale of ADS property. Nevertheless, the Parties agree that any third party purchaser of ADS property will be subject to the City’s laws, regulations, and discharge requirements. 8.13 Notification to ADS. If the Provider receives a request to connect to the Infrastructure and/or sewer system at any location between the intersection of Huckleberry Road and SR2 and the Smilax Lift Station, Provider will provide written notice of such request to ADS within 5 business days. 8.14 Taxes. Provider may charge and ADS will pay applicable national, state or local sales or use taxes or value added taxes that Provider is legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original invoice that Provider provides to ADS and Provider’s invoices state such Taxes separately and meet the requirements for a valid tax invoice. ADS may provide Provider with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Provider will not charge and or collect the Taxes covered by such certificate. Throughout the term of this Agreement, Provider will provide ADS with any forms, documents, or certifications as may be required for ADS to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement. – BINDING ON SUCCESSORS AND ASSIGNS This Agreement touches and concerns the Project, and shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, including, without limitation, any future tenants or purchasers of any or all of the Project. – DEFINITIONS AND INTERPRETATION 10.1 Interpretation. The Parties have fully negotiated this Agreement, and it will be interpreted according to the plain meaning of its terms without any presumption that it should be construed either for or against either Party. Words, phrases or expressions not otherwise defined in this Agreement that (i) have a generally accepted meaning in Good Utility Practice will have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Good Utility Practice but that have well known and generally accepted technical or trade meanings, will have such recognized meanings. The symbol “$” refers to the United States Dollar. AMAZON CONFIDENTIAL 8 10.2 Definitions. As used in this Agreement, the following terms will have the meanings set forth below: (a) “ADS Indemnified Party” means ADS and its Affiliates and their respective directors, officers, employees, agents, representatives, successors, and assigns. (b) “Affiliate” means, with respect to any person, each person that directly or indirectly controls, is controlled by, or is under common control with such designated person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person, will mean (a) the direct or indirect right to cast at least 50% of the votes exercisable at an annual general meeting (or its equivalent) of such person or, if there are no such rights, ownership of at least 50% of the equity or other ownership interest in such person, or (b) the right to direct the policies or operations of such person. (c) “Applicable Law” means all laws, statutes, rules, regulations, ordinances, codes, judgments, orders, approvals, tariffs, decrees, and other pronouncements having the effect of law of any Governmental Authority. (d) “Damages” means any liability, judgement, fine, penalty, settlement, expense and cost (including reasonable attorney’s fees). (e) “Good Utility Practice” means any of the practices, methods, and acts engaged in or approved by a significant portion of the water utility industry during the relevant time period, or any of the practices, methods, and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, or act, to the exclusion of all others, but rather is intended to include acceptable practices, methods, and acts generally accepted in the industry. (f) “Governmental Authority” means any national, state, provincial, local, tribal or municipal government, any political subdivision thereof or any other governmental, regulatory, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law. (g) “Infrastructure” means the Infrastructure constructed pursuant to the Water and Sewer Infrastructure Agreement executed by St. Joseph County and ADS, and necessary to provide the Provider Services in Table 1. (h) “Provider Services” means the sewer services meeting the Service Specifications set forth in Table 1 of the Cover Sheet. AMAZON CONFIDENTIAL 9 (i) “Sewer System” means a sewer system owned and operated by Provider that receives and treats wastewater from customers of Provider. AMAZON CONFIDENTIAL 10 EXHIBIT 1 IEC Sites AMAZON CONFIDENTIAL BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date: 12-11-2024 Name: Jacob M. Klosinski Department of Public Works – Engineering Division BPW Date: 12-17-2024 Phone Extension: 9496 Required Prior to Submittal to Board BPW Attorney X Attorney Name Michael Schmidt Dept. Attorney Attorney Name Michael Schmidt Purchasing Mickey Lovy Check the Appropriate Item Type – Required for All Submissions Professional Services Agreement Contract Proposal Open Market Contract Amendment/Addendum Special Purchase, QPA Bid Opening Bid Award Req. to Advertise Title Sheet Quote Opening Quote Award Reject Bids/Quotes Proposal Opening C/O & PCA No. PCA Chg. Order, No. Traffic Control Resolution Other: Wastewater Service Agreement Ease./Encroach Required Information Company or Vendor Name Amazon Data Services, Inc. New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name Amazon Data Services, Inc. Wastewater Services Agreement Project Number Funding Source Account No. Amount Terms of Contract Refer to Agreement for Details Special Contract Provisions Purpose/Description The Department of Public Works, Division of Engineering, and Legal Department have negotiated an agreement with Amazon Data Services, Inc. for Board of Public Works approval that defines the terms of Wastewater Services for new data centers located in the Indiana Enterprise Center in the Town of New Carlisle and St. Joseph County. Refer to Memo and Agreement For Change Orders Only Amount of Increase Decrease $ ($ ) Previous Amount $ Current Percent of Change: Increase Decrease % ( %) New Amount $ Total Percent of Change: Increase Decrease % ( %) Time Extension Amount: New Completion Date: