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HomeMy WebLinkAbout26-1709Docusign Envelope ID: D5D26A8D-BCF2-8B12-81B7-49A3FOOCA942 ORDINANCE NO.26- 1709 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A SOLID WASTE DISPOSAL CONTRACT WITH WASTE CONNECTIONS LONE STAR, INC. PROVIDING FOR DELIVERY OF GUARANTEED TONNAGE TO THE LANDFILL IN EXCHANGE FOR A DISCOUNT DISPOSAL FEE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City owns, operates, and maintains the City of Denton ECO-W.E.R.C.S. Complex located at 1527 South Mayhill Road, Denton, Texas 76208 ("Landfill"); and WHEREAS, the Landfill is operated in accordance with TCEQ Municipal Solid Waste Management Facility Permit No. MSW-1590B, as amended, issued to the City of Denton pursuant to Texas Health & Safety Code Chapter 361; and WHEREAS, for both revenue and management purposes, the City must receive predictable tonnages of solid waste at its Landfill; and WHEREAS, Waste Connections Lone Star, Inc. (the "Contractor") seeks to deliver a guaranteed amount of annual tonnage in exchange for a discount disposal fee; and WHEREAS, pursuant to the Solid Waste Disposal Contract, the Contactor promises to deliver guaranteed tonnage to the Landfill and make payment based on the guaranteed tonnage for each Contract year, regardless of the actual amount of solid waste delivered; and WHEREAS, the City of Denton has determined that this Solid Waste Disposal Contract is in the public interest; and WHEREAS, the Solid Waste Disposal Contract will be administered on behalf of the City by its Director of Solid Waste, or the Director's designee. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Council of the City of Denton hereby approves the Solid Waste Disposal Contract attached hereto as Exhibit "A" and incorporated herein for all purposes ("Contract"). SECTION 3. The City Manager, or their designee, is hereby authorized to execute the Contract. SECTION 4. The City's Director of Solid Waste, or their designee, is hereby authorized to administer the Contract and carry out the duties and responsibilities of the City as provided in the Contract. Docusign Envelope ID: D5D26A8D-BCF2-8612-81B7-49A3FOOCA942 SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by Joe Holland and seconded by Jill Jester , the Ordinance was passed and approved by the following vote L6 - 1: Aye Nay Abstain Mayor Chris Watts: ✓ Jordan Villarreal, District 1: Nick Stevens, District 2: ✓ Suzi Rumohr, District 3: ✓ Joe Holland, District 4: ✓ George Ferrie, At Large Place 5: ✓ Jill Jester, At Large Place 6: ✓ PASSED AND APPROVED this the 27th day of October , 2026. gl�v- CHRIS WATTS, MAYOR ATTEST: KRISTI GILBERT, CITY SECRETARY e�`�aOFt�L�EN f��t BY: APPROVED AS TO LEGAL FORM: "Suills, MACK REINWAND, CITY ATTORNEY Absent Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 ATTACHMENT "A" SOLID WASTE DISPOSAL CONTRACT Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 STATE OF TEXAS § § SOLID WASTE DISPOSAL CONTRACT COUNTY OF DENTON § This Solid Waste Disposal Contract ("Contract") is by and between the City of Denton, a Texas home -rule municipal corporation ("City") and Waste Connections Lone Star, Inc., a Texas Corporation, with its principal address at 3 Waterway Square Place Suite 110 The Woodlands, Texas 77380("Contractor") (Collectively, the "Parties"). WHEREAS, the City owns, operates, and maintains the City of Denton ECO-W. E. R. C. S. Complex located at 1527 South Mayhill Road, Denton, Denton County, Texas 76208 ("Landfill"); and WHEREAS, the Landfill is operated in accordance with TCEQ Municipal Solid Waste Management Facility Permit No. MSW-1590B, as amended, issued to the City of Denton pursuant to Texas Health & Safety Code Chapter 361; and WHEREAS, for both revenue and management purposes, the City must receive predictable tonnages of Solid Waste at its Landfill; and WHEREAS, the Contractor seeks to deliver a guaranteed amount of annual tonnage in exchange for a discounted disposal fee, and WHEREAS, the Contractor promises to deliver the guaranteed tonnage to the Landfill and make payment based on the guaranteed tonnage for each Contract Year, regardless of the actual amount of Solid Waste delivered; and WHEREAS, the Parties agree the terms contained in this Contract are fair, reasonable, and mutually beneficial; and WHEREAS, the Parties agree this Contract creates valid, legal, and binding obligations enforceable against the Contractor, subject to applicable insolvency and bankruptcy laws; and WHEREAS, the City has determined this Contract is in the public interest. NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this Contract, the Parties agree to the following terms and conditions: 1. Recitals Incorporated. The recitals stated above are incorporated into this Contract for all purposes and are found by the Parties to be true and correct. 2. Administration. This Contract shall be administered on behalf of the City by its Director of Solid Waste, or the Director's designee, (hereinafter called the "Director") and on behalf of the Contractor by its duly authorized officer or employee. Page 1 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 3. Contract Year. For purposes of this Contract, "Contract Year" shall mean any period during the Contract term beginning on October 1 and ending on September 30 of the following year. 4. Delivery of Acceptable Solid Waste. a. Acceptable Solid Waste Defined. For purposes of this Contract, "Acceptable Solid Waste" means: i. All wet or dry Solid Waste that is authorized to be disposed of at the Landfill under applicable Federal, State, and local laws, regulations, ordinances, rules, permits, licenses, and governmental orders or directives; or ii. Other wet or dry Solid Waste that is not Unacceptable Solid Waste, as defined in Sections 4.b. and 6 of this Contract. b. Acceptable Waste Exclusion. For purposes of this Contract, Acceptable Solid Waste does not include sludge, special waste (as defined by Applicable Laws), or material delivered by citizens served by other municipalities or corporations. These excluded wastes and materials are considered Unacceptable Solid Waste and are subject to Section 6 of this Contract. c. Guaranteed Annual Tonnaj4e. Contractor guarantees that it will deliver Acceptable Solid Waste to the Landfill in the following tonnage during each respective Contract Year ("Guaranteed Annual Tonnage"): d. City Acceptance of Acceptable Solid Waste. The City agrees to accept all Acceptable Solid Waste delivered to the Landfill on a Landfill Operational Day and in accordance with the terms of this Contract. e. Solid Waste. For purposes of this Contract, "Solid Waste" shall have the same meaning as "Municipal solid waste" set forth in Section 361.003(20) of the Texas Health and Safety Code (also known as the Texas Solid Waste Disposal Act). 5. Delivery Procedures, Operation of the Landfill. a. Landfill Operational Day. For purposes of this Contract, "Landfill Operational Day" means regularly scheduled Landfill operating days during normal hours of operation, excluding City holidays and Landfill half -days. Landfill hours of operation, City holidays, and Landfill half - days are regularly posted on the City's website, www.cityofdenton.com. b. Operation of the Landfill and Landfill Procedures. Delivery of Acceptable Solid Waste to the Landfill shall occur only on Landfill Operational Days and shall be governed by City ordinances generally applicable to haulers utilizing the Landfill, including, but not limited to, the Code of the City of Denton, Texas, Chapter 24, Sections 24-5 and 24-8, as amended. Contractor shall also comply with all Landfill procedures promulgated by the Director, as the same may be amended from time to time. Page 2 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 c. Closure of the Landfill. i. Notwithstanding anything in this Contract to the contrary, the City shall have the right, in its sole discretion, to close its Landfill, in whole or in part, either temporarily or permanently, at any time and for any reason. Upon permanent closure, this Contract may be terminated by the City as described in Section 18 of this Contract. ii. Notwithstanding anything contained in this Contract to the contrary, if any unscheduled closure of the Landfill lasts more than two (2) days, the Contractor may submit a request to the City for an equitable reduction in the Guaranteed Annual Tonnage owed by the Contractor. Whether to grant an equitable reduction in the Guaranteed Annual Tonnage shall be determined based solely on the discretion of the Director, with consideration of factors including, but not limited to, the number of otherwise Operational Days the Landfill is closed. If the Director determines an equitable reduction is appropriate, they will calculate the reduction by (1) dividing the Guaranteed Annual Tonnage for the applicable Contract Year by all Operational Days during the Contract Year and (2) multiplying the resulting amount by the number of days attributable to the unscheduled closure. iii. If the City closes the Landfill for more than thirty (30) days during any three (3) month period, the Contractor shall be entitled to terminate this Contract by written notice to the City pursuant to Section 14, and the respective obligations of the Parties to deliver and to accept Acceptable Solid Waste shall terminate including, without limitation, Contractor's obligation to deliver the Guaranteed Annual Tonnage and the City's obligation to accept the tonnage and charge the Discount Disposal Fee. d. Compliance with Applicable Laws. This Contract is entered subject to and controlled by the Charter and Ordinances of the City of Denton, Texas and all applicable laws, rules, and regulations of the State of Texas and the United States of America (Collectively, "Applicable Laws"), as amended. Contractor and City shall, during the performance of this Contract, comply with all applicable City codes, ordinances, and regulations, as amended, and all applicable State and Federal laws, rules, and regulations, as amended. e. Title to Waste. Title to and risk of loss and responsibility for Acceptable Solid Waste delivered to the Landfill shall pass at the time such Acceptable Solid Waste is removed from the delivery vehicle at the Landfill. Title to and risk of loss and responsibility for Unacceptable Solid Waste shall remain with the Contractor and its customer and shall never be deemed to pass to the City. 6. Unacceptable Solid Waste. a. Unacceptable Solid Waste Defined. For the purposes of this Contract, "Unacceptable Solid Waste" means: i. Any material that is not Acceptable Solid Waste; ii. Any material that by reason of its composition, characteristics or quantity is defined under any Applicable Laws as a "hazardous material," "hazardous waste," "hazardous substance," "extremely hazardous waste," "restricted hazardous waste," "toxic substance," "toxic waste," "toxic pollutant," "contaminant," "pollutant," "infectious waste," "medical waste," "radioactive waste," or "sewage sludge"; Page 3 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 iii. Any material that requires abnormal handling, storage, management, transfer, or disposal; iv. Any other material that may present a substantial endangerment to public health or safety, may cause applicable air quality or water quality standards to be violated by the normal operation of the Landfill, or because of its size, durability, or composition cannot be disposed of at the Landfill or has a reasonable possibility of otherwise adversely affecting the operation or useful life of the Landfill; or v. Waste subject to the exclusion in Section 4.b. of this Contract. b. Delivery of Unacceptable Solid Waste. i. The Contractor agrees that it shall not deliver any Unacceptable Solid Waste to the City's Landfill. ii. The City shall have the right to reject Solid Waste determined by the Director, in their sole discretion, to be Unacceptable Solid Waste at any time. iii. The City shall have the right, but not the obligation, to inspect any of the Contractor's trucks to determine whether the waste delivered is Acceptable Solid Waste or Unacceptable Solid Waste. Any failure by the City to perform any such inspection or to detect Unacceptable Solid Waste shall in no way relieve the Contractor from its obligation to deliver only Acceptable Solid Waste or from its other obligations under this Section 6 including, but not limited to, its duty to retrieve and properly dispose of Unacceptable Solid Waste. iv. For purposes of Section 6.b.v., the Contractor agrees it may be contacted at the following telephone number: (806) 740-0414. The Contractor may change this number by providing the City 10-day advance written notice mailed pursuant to Section 14 of this Contract. v. If the Contractor delivers Unacceptable Solid Waste to the City's Landfill, the Director may in their sole discretion: A. Reject such Unacceptable Solid Waste and order its removal at the Contractor's sole expense; or B. If the City does not discover the Unacceptable Solid Waste in time to reject its delivery, the City shall inform the Contractor of the problem by telephone using the number provided by the Contractor in this Section 6. The Contractor agrees that any good faith effort by the City to contact the Contractor via telephone completely satisfies the notification requirement in this Section 6. The Contractor must pick up the Unacceptable Solid Waste within twenty-four (24) hours of the City's telephone call. However, if the Unacceptable Solid Waste is deemed by the Director, in their sole discretion, to be a threat to the health and safety of City employees or the general public, the Contractor shall remove the Unacceptable Solid Waste immediately. vi. If the Contractor fails or refuses to timely remove or properly dispose of Unacceptable Solid Waste as provided in this Contract, the City may dispose of such Unacceptable Solid Waste at a location authorized to accept such Unacceptable Solid Waste in accordance with all Applicable Laws, ordinances, and regulations. The Contractor shall reimburse the City for all direct and indirect costs incurred due to the City's removal, handling, transportation, Page 4 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 and disposal of Unacceptable Solid Waste. Notwithstanding the foregoing, no notice to Contractor shall be required for City to dispose of Unacceptable Solid Waste at Contractor's sole expense in emergency situations where, in the Director's sole judgment, a delay in such disposal could constitute a hazard to the Landfill or any person on, about, or near the Landfill premises. vii. If the Contractor delivers waste that contains both Acceptable Solid Waste and Unacceptable Solid Waste, the entire delivery shall constitute Unacceptable Solid Waste. If the Unacceptable Solid Waste cannot be separated from the Acceptable Solid Waste through the reasonable efforts of the City, the cost of such separation shall be paid by the Contractor. 7. Term. Unless terminated sooner in accordance with this Contract, the term of this Contract shall be two (2) years, commencing on October 1, 2026 (the "Contract Start Date") and terminating on September 30, 2028. 8. Survival. Upon termination of this Contract, the respective obligations of the Contractor to Deliver Acceptable Solid Waste and of the City to accept Acceptable Solid Waste shall terminate. However, all other rights and obligations of the Parties under this Contract which by their nature are intended to survive including, but not limited to, those with respect to payment, indemnification, and Unacceptable Solid Waste, shall survive termination. 9. Rates; Payment; Failure to Deliver; Charges; and Deposit. a. Rates. In consideration of the City's permission to dispose of Acceptable Solid Waste under this Contract, the Contractor shall pay $40.00 per ton ("Discount Disposal Fee") for disposal of the Guaranteed Annual Tonnage. All tonnage in excess of the Guaranteed Annual Tonnage shall be subject to the Non -Denton Resident/Business Gate rate per ton, as amended by the Denton City Council. The Contractor agrees that the Discount Disposal Fee may be increased on October 1 st of each calendar year beginning on October 1, 2027. The percentage increase will be determined by the Director using the Consumer Price Index for All Urban Consumers (CPI-U) for the South Region for All Items, published by the United States Department of Labor, Bureau of Labor Statistics. Any increase in the Discount Disposal Fee shall not exceed five percent (5%) in any single calendar year. b. Pam. The Contractor shall pay the Discount Disposal Fee on a monthly basis for the amount of Acceptable Solid Waste delivered to Landfill. The monthly bill shall be paid no later than thirty (30) days after receipt of a monthly invoice from the Director. Failure to remit payment in a timely manner may result in the termination of this Contract under Section 18, with the Contractor remaining liable to pay for remaining Guaranteed Annual Tonnage and fees due under this Contract. If the Contractor delivers its Guaranteed Annual Tonnage before the end of the corresponding Contract Year, any additional tonnage delivered to the landfill shall be charged the Non -Denton Residents/Businesses Gate Rate per ton, as amended by the Denton City Council, and shall be paid for by the Contractor in accordance with the payment terms applicable to the Discount Disposal Fee. c. Failure to Deliver the Guaranteed Annual Tonna>;e; Reconciliation; and Transfers. Page 5 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 i. If at the end of a Contract Year the Contractor has failed to deliver the Guaranteed Annual Tonnage, the Contractor remains obligated under this Contract to pay the Discount Disposal Fee for the entire Guaranteed Annual Tonnage. ii. At the end of each Contract Year, the Director shall perform a reconciliation of the actual tonnage of Acceptable Solid Waste disposed of at the Landfill under this Contract in that Contract Year compared with the Guaranteed Annual Tonnage and the amount paid by Contractor during the Contract Year. The Director shall make the appropriate calculations and adjustments to determine the amounts finally due and owed by Contractor in each Contract Year. The Contractor shall pay any amounts owed to City pursuant to the end -of -Contract Year reconciliation not later than thirty (30) days after receipt of an invoice from the Director. iii. In the event there is a good faith dispute as to the total Discount Disposal Fee amount due at the end of a Contract Year, Contractor shall, at a minimum, pay the undisputed portion of the Discount Disposal Fee due within the thirty (30)-day period set forth in c.ii. of this Section 9. The pursuit of contractual remedies by the City may be suspended during any good faith dispute regarding payment until the dispute is either resolved or the City otherwise determines that the dispute cannot reasonably be resolved. The parties reserve all legal rights and remedies if they cannot amicably resolve a dispute. iv. No amount of Guaranteed Annual Tonnage may be transferred from one Contract Year to another Contract Year. d . Taxes and Other Charges. In addition to the Discount Disposal Fee, Contractor shall pay Federal, State, and local taxes, fees, surcharges, and any similar charges related to the acceptance or disposal of Acceptable Solid Waste or related to the operations or activities of the Landfill that are imposed by law, ordinance, regulation, agreement with a governmental authority, governmental audit, or otherwise. e. Security Deposit. Upon execution of this Contract and consistent with Code of the City of Denton, Texas, Sections 26-3, 26-4, and 26-5, each as amended, Contractor shall provide a security deposit in an amount equal to one -sixth (1/6) of the total payment amount for the total combined Guaranteed Annual Tonnage. The Director may, in their sole discretion, approve a lesser deposit if the Contractor receives an acceptable credit rating from a credit source available to the City and the Contractor can demonstrate to the Director's satisfaction it has been operating at least three (3) years. The cost to obtain the credit rating will be charged to the Contractor and will not exceed one hundred dollars ($100.00). The security deposit may take the form of cash, a performance bond issued by a corporate surety or sureties licensed to issue bonds in the State of Texas and otherwise acceptable to City, or an unconditional, irrevocable standby letter of credit issued by and drawable at a financial institution located in Denton County, Texas. If other than cash, the form of the security deposit is subject to approval by the Director, in their sole discretion, and approval as to legal form by the Denton City Attorney. For a multi -year contract, the security deposit will be reviewed annually to reflect an increase or decrease to the Discount Disposal Fee, and the total amount of the security deposit will be increased or decreased to reflect the change. 10. Remedies in the Event of Default. If the Contractor, after thirty (30)-days' advance written notice and opportunity to cure from the City, fails to pay amounts due under this Contract or Page 6 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 breaches any term, condition, or covenant of this Contract, the Director, in their sole discretion, may exercise any or all of the following remedies without waiving any other remedies available to the City at law or in equity: a. Suspend delivery of Solid Waste to the Landfill by the Contractor. If the Contractor's delivery of Solid Waste to the Landfill is suspended for nonpayment, the Contractor's obligation to pay the full amount for the Guaranteed Annual Tonnage remains in effect; b. Terminate this Contract for default as provided in Section 18; or c. Draw upon the security deposit and require the Contractor to furnish a replacement security deposit as provided in Section 9.e. above, except that the Director may require a greater amount of security than provided for in Section 9.e. in order to provide the City with adequate assurance of performance by the Contractor. 11. Insurance. During the term of this Contract, the Contractor shall procure, pay for, and maintain at least the minimum insurance coverages described in Exhibit "A", attached hereto and made a part of this Contract. Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Contractor or its subcontractors shall not relieve the Contractor of full responsibility or liability for damages, errors, omissions, or accidents as set forth in this Contract. The bankruptcy or insolvency of the Contractor's insurer or any denial of liability by the Contractor's insurer shall not exonerate the Contractor from the liability or responsibility of the Contractor set forth in this Contract. 12. Force Majeure. In no event shall either Party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by Force Majeure. The term "Force Majeure" includes acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, orders of the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightening, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, restraints of government and civil disturbances, explosions, breakage or accidents to equipment, pipelines or canals, partial or complete failure of water supply, epidemic, pandemic, and any other inabilities of the either Party to be able to perform, whether similar to those enumerated or otherwise, that are not within the control of the Parties and that could not have been avoided by the exercise of due diligence and care. The Parties shall use reasonable efforts which are consistent with accepted practices to resume performance as soon as practicable under the circumstances. 13. Environmental Compliance. The Contractor and the City shall comply with all Federal, State and local environmental laws and regulations, including, but not limited to, the Resource Conservation and Recovery Act ("RCRA"), the Safe Drinking Water Act ("SDWA"), the Clean Water Act ("CWA"), and the Clean Air Act ("CAA") in their performance under this Contract. The Contractor shall ensure that its agents, subcontractors, and employees have received training or information appropriate to the environmental aspects and impacts of their activities in connection with the performance of this Contract. The Contractor and the City shall ensure that any spills or other releases of materials into the environment that may result from their performance under this Contract are responded to and reported adequately and in compliance with applicable environmental laws. Page 7 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 14. Notice. Unless otherwise specified in Section 6, relating to telephone notification of delivery of Unacceptable Solid Waste, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and mailed to the addresses appearing below, but each party may change its address by providing ten (10)-days' advance written notice in accordance with this Section 14. Mailed notices shall sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested, and shall be deemed delivered upon receipt by the addressee. If intended for the City, to: Director of Solid Waste City of Denton Solid Waste and Recycling Department 1527 S. Mayhill Rd. Denton, TX 76208 If intended for Contractor, to: Bradley Wainscott Division Vice President Waste Connections Lone Star, Inc. 4001 Old Denton Rd. Haltom City, TX 76117 15. Assignment. The Contractor shall not sell, assign, transfer, or convey this Contract, in whole or in part, without the prior written consent of the Director. The Director's consent, if given, shall be in writing and mailed to the Contractor in accordance with Section 14 of this Contract. Any assignment, or attempted assignment, of rights or delegation of duties under this Contract without the Director's written consent is void. 16. Independent Contractor. Nothing herein shall be construed to create a joint venture or partnership between the Parties hereto. The Contractor's status shall be that of an independent contractor and not an agent, servant, employee, or representative of the City in the performance of this Contract. The Contractor shall exercise independent judgment in performing its obligations under this Contract and is solely responsible for setting working hours, scheduling, and prioritizing and determining how its obligations under this Contract are to be performed. No term or provision of this Contract, or act of the Contractor in the performance of this Contract, shall be construed as making the Contractor an agent, servant, or employee of the City or making the Contractor or any of its employees eligible for fringe benefits, including without limitation, retirement, insurance, and worker's compensation, which the City provides its employees. 17. INDEMNITY. THE CONTRACTOR AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, COSTS, FINES, PENALTIES, AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE, VIOLATIONS OF STATE OR FEDERAL ENVIRONMENTAL LAWS OR REGULATIONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY THE CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, OR BY ANY NEGLIGENT, WRONGFUL, OR STRICTLY LIABLE ACT OR OMISSION OF THE CONTRACTOR, ITS OFFICERS, Page 8 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 AGENTS, EMPLOYEES, OR SUBCONTRACTORS, IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING SOLELY FROM THE NEGLIGENCE, WRONGFUL ACT, OR FAULT OF THE CITY, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRING NEGLIGENCE OR FAULT OF THE CONTRACTOR AND THE CITY, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS SECTION ARE SOLELY FOR THE BENEFIT OF THE PARTIES TO THIS CONTRACT AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. 18. Termination. a. Termination for Cause or Convenience. The City, at the City's option and without prejudice to any other remedy the City may be entitled to at law, in equity, or elsewhere under this Contract, may terminate this Contract in whole or in part for cause or for the convenience of the City including, but not limited to, closure of the Landfill or non -appropriation of funding to operate the Landfill. The City may only terminate this Contract for cause after (i) providing advanced written notice to the Contractor of any such causes and (ii) giving the Contractor thirty (30) days to cure from the date of receipt of said notice. b. Notice. For purposes of this Section, the City shall give at least ninety (90)-days' advance written notice of termination to the Contractor, unless Landfill closure results from an emergency or termination relates to the Contractor's breach of its insurance obligations under this Contract. c. Performance. All performance shall cease as of the date specified in the notice provided by the City. The Contractor shall not be entitled to lost or anticipated profits should the City choose to exercise its option to terminate for any reason. Notwithstanding this Section 18.c., the survival provisions in Section 8 shall apply in the event this Contract is terminated for any reason. 19. Venue. The obligations of the Parties to this Contract shall be performable in Denton County, Texas, and if legal action is necessary in connection with or to enforce rights under this Contract, exclusive venue shall lie in Denton County, Texas. 20. Governing Law. This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state. 21. Severabili . ; Interpretation. The provisions of this Contract are severable, and if any word, phrase, clause, sentence, paragraph, section, or other part of this Contract or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Contract and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Contract to other persons or circumstances shall not be affected thereby and this Contract shall be construed as if such invalid or unconstitutional portion had never been contained therein. The Parties agree that they have equally participated in the drafting of this Contract with the assistance of legal counsel and that neither Party Page 9 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 shall receive any benefit of interpretation of its terms on the basis of relative contribution to the drafting process. 22. Counterparts. This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. If this Contract is executed in counterparts, then it shall become fully executed only as of the execution of the last such counterpart called for by the terms of this Contract to be executed. 23. Captions. The captions to the various clauses of this Contract are for informational purposes only and shall not alter the substance of the terms and conditions of this Contract. 24. Successors and Assigns. This Contract shall be binding upon and inure to the benefit of the Parties and their respective successors and, except as otherwise provided in this Contract, their assigns. 25. Entire Agreement; No Oral Modifications. This Contract (with all referenced exhibits, attachments, and provisions incorporated by reference) embodies the entire agreement of both Parties, superseding all oral or written previous and contemporary agreements between the Parties relating to matters set forth in this Contract. Except as otherwise provided elsewhere in this Contract, this Contract cannot be modified without written supplemental agreement executed by both Parties. 26. Amendment. No amendment of this Contract shall be effective unless and until it is duly approved by each Parry and reduced to a writing signed by the authorized representatives of the City and the Contractor respectively, which amendment shall incorporate this Contract in every particular not otherwise changed by the amendment. 27. Signature Authority. The Contractor represents and warrants to the City that its signatory to this Contract has corporate or organizational authority to execute and perform this Contract on behalf of the Contractor. 28. Necessary Documents and Actions. Each Parry agrees to execute and deliver all other and further instruments and undertake actions as are or may become necessary or convenient to effectuate the purposes and intent of this Contract. 29. Breach, Default, or Conflicts. The Contractor represents and warrants to the City that executing this Contract does not constitute a breach, default under any Applicable Laws, or material conflict with the Contractor's respective governing documents or any documents, agreements, contracts, or instruments which are binding upon it, and the Contractor agrees that any such breach, default, or conflict is a material breach of this Contract. 30. Nonwaiver and Remedies. a. A Party's right in the future to demand strict compliance and performance under this Contract is not diminished because, whether through decision or oversight, that Party has not enforced a provision of this Contract or has not enforced breach or nonperformance in the past, whether periodically or for long duration. Also, a Party's right in the future to demand strict compliance and performance with this Contract is not diminished because, whether through decision or oversight, the other Party has not enforced the same or a similar provision Page 10 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 of this Contract or does not enforce the same or a similar breach or nonperformance, whether periodically or for long duration. To the extent a right or benefit in this Contract is expressly waived in writing by a Party, such waiver will not be applied other than strictly in accordance with the conditions expressed in such express written waiver and will not be implied to be continuing in nature. b. Except to the extent expressly provided otherwise, all remedies existing at law or in equity may be availed of by the City and shall be cumulative including, without limitation, specific performance, and the City shall be entitled to any reasonable attorney's fees, costs, or other expenses incurred in bringing or defending any action, as may be awarded by a tribunal of competent jurisdiction. 31. Non -Appropriation. Notwithstanding any other provisions contained herein, the obligations of the City under this Contract are expressly contingent upon the availability of funding for each item and obligation contained herein. The Contractor shall not have a right of action against the City in the event the City is unable to fulfill its obligations under this Contract as a result of lack of sufficient funding for any item or obligation from any source utilized to fund this Contract or failure to budget or authorize funding for this Contract during the current or future fiscal years. If the City is unable to fulfill its obligations under this Contract as a result of lack of sufficient funding, or if funds become unavailable, the City, at its sole discretion, may provide funds from a separate source or may terminate this Contract by written notice at the earliest possible time prior to the end of its fiscal year. 32. No Third -Party Beneficiaries. This Contract is solely for the benefit of the City and the Contractor. Neither the City nor the Contractor intends by any provision of this Contract to create any rights in any third -parry beneficiaries or to confer any benefit or enforceable rights under this Contract or otherwise upon anyone other than the City and the Contractor. 33. Immunities. The City does not waive, nor shall it be deemed hereby to waive, any immunity or defense that would otherwise be available to it against the claims arising from this Contract. 34. Contractor Certifications. a. Pursuant to Section 2270.002 of the Texas Government Code, the Contractor hereby (i) represents that it does not boycott Israel and (ii) subject to or as otherwise required by applicable federal law, including without limitation 50 U.S.C. Section 4607, agrees it will not boycott Israel during the term of this Agreement. As used in the immediately preceding sentence, "boycott Israel" shall have the meaning given such term in Section 2270.001 of the Texas Government Code. b. The Contractor hereby represents that (i) it does not engage in business with Iran, Sudan, or any foreign terrorist organization and (ii) it is not listed by the Texas Comptroller under Section 2252.153 of the Texas Government Code as a company known to have contracts with or to provide supplies or services to a foreign terrorist organization. As used in the immediately preceding sentence, "foreign terrorist organization" shall have the meaning given such term in Section 2252.151 of the Texas Government Code. c. Contractor acknowledges that, in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or Page 11 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 services unless the contract contains written verification from the company that it (1) does not boycott energy companies and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor (1) does not boycott energy companies and (2) will not boycott energy companies during the term of this Agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. d. Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and (2) will not discriminate during the term of the Agreement against a firearm entity or firearm trade association. The terms "discriminate against a firearm entity or firearm trade association," "firearm entity" and "firearm trade association" shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and (2) will not discriminate during the term of the Agreement against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. e. The City of Denton may terminate this Agreement immediately without any further liability if the City of Denton determines, in its sole judgment, that this Agreement meets the requirements under Chapter 2275 of the Texas Government Code and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or any other designated country; (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or any other designated country; or (iii) is headquartered in China, Iran, North Korea, Russia, or any other designated country. [SIGNATURE PAGE FOLLOWS] Page 12 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 Executed this the day of , 20 by the City, signing by and through its Interim City Manager, duly authorized to execute same by Ordinance Approved on , 20 CITY OF DENTON, TEXAS :• CASSEY OGDEN INTERIM CITY MANAGER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational o and business terms. Sin ure Director of Sod aste and Recycling Title Solid Waste and Recycling Department Date Signed: 10/1 /2026 ATTEST: KRISTI GILBERT, CITY SECRETARY APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: fi4n� 7&z;w- Page 13 of 15 WASTE CONNECTIONS LONE STAR, INC. Signed by: BY:F rtE1. (WA*VUS(6ff BRADLEY WAINSCOTT DIVISION VICE-PRESIDENT Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 EXHIBIT "A" INSURANCE REQUIREMENTS Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shallprovide and maintain for the term of the Contract, the minimum insurance coverage as indicated herein. The Contractor shall file with the Solid Waste Department satisfactory certificates of insurance including any applicable addendum or endorsements. The Contractor may ask for clarification of any insurance requirements at any time, upon written request to the Solid Waste Department. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. I. Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. II. Liability policies shall be endorsed to provide the following: A. Name as Additional Insured the City of Denton, its Officials, Agents, Employees, and volunteers. B. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. C. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. III. Cancellation: City requires 30-day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. A. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this Contract and, without lapse, for a period of three years beyond the Contract expiration, such that occurrences arising during the Contract Term which give rise to claims made after expiration of the Contract shall be covered. B. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. C. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this Contract effective on the date of the lapse. Page 14 of 15 Docusign Envelope ID: D5D26A8D-BCF2-8B12-81 B7-49A3FOOCA942 IV. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A. General Liability Insurance: 1. General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. 2. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: a. Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. b. Coverage B shall include personal injury. c. Coverage C, medical payments, is not required. 3. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: a. Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. b. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. B. Automobile Liability Insurance: 1. Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than 50$ 0,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. 2. Satisfaction of the above requirement shall be in the form of a policy endorsement for: a. any auto, or b. all owned hired and non -owned autos. V. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor, which entitles the City to declare the Contract void if the Contractor does not remedy the breach within ten days after receipt of notice of breach from the City. Page 15 of 15