19-2267•'1 � • • *
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE AN INTERLOCAL COOPERATION AGREEMENT WITH WISE COUNTY,
PROVIDING FOR A GUARANTEED VOLUME AGREEMENT FOR THE LANDFILL; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Cauncil af the City of Denton desires that the City af Denton
Landiill receive predictable tonnages of solid waste for both revenue and management purpases;
and
WHEREAS, the Contractar is willing to guarantee delivery of a specified annual tonnage
of solid waste in cansideration of a discounted disposal charge and make payment based on the
guaranteed tonnage regardless of the actual amount of solid waste delivered; and
WHEREAS, the City af Dentan has determined that this contract is in the public interest;
NoVV 117�R1,'j'o►�r'y
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations cantained in the preamble of this Ordinance
are incarporated herein by reference.
SECTION 2. The City Council af the City of Dentan hereby approves the contract
attached hereto for guaranteed tonnage to be delivered to the Landfill.
SECTION 3. The City Manager is hereby autharized to execute the Interlocal
Cooperation Agreement and to carry out the duties and responsibilities of the City as pravided in
the Contract.
�1?�' I 1(��'mmw��. This Ordinance shall became effective immediately upon its passage and
approval.
y � n to �� �r� �� is ordinance was ma he ordi�ance was �p�sed �and pp �d
T e moti �� y �
seconded b �" � ��",�� � roved by
the following vote (. �'��-� ..,�_a:
Page 1
Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye
d
—�
—�
�
Nay
�'
�
Abstain Absent
.�.�,'�,��..
PASSED AND APPROVED this the day of �e� � m�, 2019.
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ATTEST:
ROSA RIOS, CITY SECRETARY
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BY• �' � ,� .. �
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ArrROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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CHRIS '4�"� C "�, C�'I,�YOR
STATE OF TEXAS §
§ SOLID WASTE DISPOSAL CONTRACT
COUNTY OF DENTON §
This Interlocal Cooperation Agreement ("Contract") is by and between the City of
Denton, a Texas municipal corporation ("City") and Wise County, a political subdivision of the
State of Texas, with its principal address at 101 N. Trinity, Decatur, Texas 76234 ("Contractor").
WHEREAS, City desires that the City of Denton Landfill ("Landfill") receive predictable
tonnages of solid waste for both revenue and management purposes; and
WHEREAS, Contractor is willing to guarantee delivery of a specified annual tonnage of
solid waste in consideration of a discounted disposal charge, and to promise to bring tonnage to
the landfill and make payment based on the guaranteed tonnage regardless of the actual
amount of solid waste delivered; and
WHEREAS, this Contract has been authorized by the governing bodies of the City of
Denton and Wise County; and
WHEREAS, the Interlocal Cooperation Act, contained in Texas Government Code Chapter
791 authorizes units of local government to contract with one or more units of local government
to perform governmental functions and services; and
WHEREAS, both parties have agreed that this Contract is in the public interest
and is mutually advantageous to both parties to enter into this Contract.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions
contained in this Contract, City and Contractor agree to the following terms and conditions:
1. Administration. This Contract shall be administered on behalf of City by its Director
of Solid Waste or the Director's designee (hereinafter called the "Director"), and on behalf of
Contractor by its duly authorized officer or employee.
2. l���Ru�e�,�'� �f ,���.����6a1�� ��ai�� "����,�z��, Contractor agrees and guarantees that it will deliver
to the Landfill three thousand five hundred (3,500) tons of Acceptable Solid Waste each year of
the Contract ("Guaranteed Annual Tonnage") and City agrees to accept all Acceptable Solid
Waste at the Landfill.
3. ������i�ar���l �a�liv��r �������� ���:�������I� �'�ali� �1i����t��. Contractor understands and agrees that
any volume of delivered solid waste in excess of the Guaranteed Annual Tonnage up to five
percent (5%) of the Guaranteed Annual Tonnage ("Additional Acceptable Tonnage") will be paid
at the rate described by the Additional Acceptable Tonnage Fee.
4. Contract Year means any period during the contract beginning on October 1 and ending
on September 30 of the following year,
5. ����-���������� ��alic� t,��-���c�M 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; and (ii) other wet or dry Solid
Waste that is not Unacceptable Solid Waste (as defined in Section 10 below). Acceptable Solid
Waste does not include sludge, special waste, or material delivered by citizens served by other
municipalities or corporations.
6. C��Iu���Mr�± f�o�c��;��IT�a���ys (�����r��a���u...�af �i��:� ILL�r��fil4.
(a) �:��ar������r� �� t���cw ���r������1� I�p°c�c����r��. The delivery of Acceptable Solid Waste
� �.�_��������,,.
to the Landfill, which shall occur only during the Landfill's posted hours, shall be governed by
the procedures applicable generally to haulers utilizing the Landfill. Contractor shall comply with
all Landfill procedures established by City ordinance and promulgated by the Director in the
disposal of Acceptable Solid Waste, as same may be amended from time to time.
Notwithstanding anything in this Contract to the contrary, 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 for any reason. Upon any such permanent closure, this Contract shall be terminated by
City as described in Section 17. Notwithstanding anything contained herein to the contrary,
any unscheduled closure of the Landfill of more than two (2) days by City shall result in an
equitable reduction in the Guaranteed Annual Tonnage owed by Contractor if requested
in writing by Contractor. In addition, if City closes the Landfill for more than thirty (30) days
during any three (3) month period, Contractor shall be entitled to terminate this Contract, and
the obligations of both parties to deliver and to accept Acceptable Solid Waste shall
terminate (including, without limitation, Contractor's obligation to provide the
Guaranteed Annual Tonnage and the Cit�s obligation to accept the tonnage at the Discount
Disposal Fee rate).
(b) �"r�r�� �i����� �rall� �4����MNc�k�Ne� ���+�s. This Contract is entered subject to and
controlled by the Charter and ordinances of the City of Denton and all applicable laws, rules,
and regulations of the State of Texas and the United States of America. 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.
(c) °i'itOt� t�a �"+�!���t���, 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 Unacceptable Solid Waste shall remain with
Contractor or its customer and shall never be deemed to pass to City. City shall have the right to
reject Solid Waste determined to be Unacceptable Solid Waste at any time, and Contractor shall
be required to immediately pick up and properly dispose at its own expense, in accordance with
21
Subsection 10(c) of this Contract, Solid Waste determined by the Director to be Unacceptable
Solid Waste.
7. Term. Unless sooner terminated pursuant to Section 16, this Contract shall be for a
term of three (3) years, commencing on October 14, 2019 (the "Contract Start Date") and
terminating on September 30, 2022. Upon termination of this Contract, the obligations of both
parties to deliver and accept Acceptable Solid Waste shall terminate; provided, however, that
all other rights and obligations of the parties under this Contract which by their nature are
intended to survive (including those with respect to payment and indemnification) shall survive
termination.
8. �)i���a���r� F���� ��r�� i�����r��t�.
(a) Fees. In consideration of City's permission to dispose of Acceptable Solid
Waste under this Contract, Contractor shall pay City thirty-four dollars ($34.00) per ton. The
Additional Acceptable Tonnage Fee shall be thirty-four dollars ($34.00). Contractor agrees that
the Discount Disposal Fee and the Additional Acceptable Tonnage Fee may be increased on
October 1 of each calendar year beginning on October 1, 2020. 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 or the Additional
Acceptable Tonnage Fee shall not exceed five percent (5%) in any single calendar year.
(b) Payment. Contractor shall pay the Discount Disposal Fee on a monthly basis
for 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 during the term of the
Contract. If Contractor delivers its Guaranteed Annual Tonnage before the end of the one-
year period, additional Acceptable Solid Waste delivered to Landfill shall be charged the Non-
Resident Gate Rate set by the then current City of Denton Solid Waste Rate Ordinance. If at
the end of a Contract Year, Contractor has failed to dispose of the Guaranteed Annual Tonnage,
Contractor remains obligated under this Contract to pay the Discount Disposal Fee for the entire
Guaranteed Annual Tonnage.
At the end of each Contract Year, the Director shall perform a reconciliation of the actual
tonnage of 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. 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. Late payments under
this Contract shall earn simple interest at the annual rate of ten percent (10%), or such other
rate as the City Council establishes pursuant to City of Denton Code of Ordinances Section 26-
6(k) as amended. In the event of a good faith dispute in the amount of the Discount Disposal
Fee due, Contractor shall, at a minimum, pay the undisputed portion of the Discount Disposal
3�
Fee due within the thirty (30) day period set forth above. The calculation of interest on
any disputed payment or the pursuit of contractual remedies by City shall be suspended
during any good faith dispute regarding payment until the dispute is either resolved or
City otherwise determines that the dispute cannot reasonably be resolved. If it is determined
that the disputed amount is owed by Contractor, such amount shall be subject to the late fees
described herein. The parties reserve all legal rights and remedies if they cannot amicably
resolve a dispute.
(c) 1��x�� ��r�� ���9��r �I°���r�, ��_�. In addition to the Discount Disposal Fee, Contractor
shall pay all other federal, state, local or other taxes, fees, surcharges, or 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.
(d) �����,armN;�mmrl�������aaw. Upon execution of this Contract, Contractor shall provide a
security deposit in an amount equal to one-sixth (1/6) of the annual guaranteed amount under
this contract. The Director may approve a lesser deposit if Contractor receives an acceptable
credit rating from a credit source available to the City. 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
shall be approved by the Director and approved as to legal form. For multi-year contract, the
security deposit will be reviewed annually to reflect an increase or decrease in the full Disposal
Rate, and the amount of the security deposit will be increased or decreased to reflect the
change.
(e) f��M�7°�c�c�ii�� w�-r �t�r�� �+���r�l ��wwC��������1�� If Contractor, after thirty (30) days advance
written notice and opportunity to cure from City, fails to make payment of amounts due under
this Contract or breaches any term, condition, or covenant of this Contract, the Director may
exercise any or all of the following remedies, without waiving any other remedies available to
City at law or in equity: (1) suspend delivery of solid waste to the Landfill by Contractor; (2)
terminate this Contract for default as provided in Section 14; or (3) draw upon the security
deposit and require Contractor to furnish a replacement security deposit as provided in
Subsection (d) above, except that the Director may require a greater amount of security than
provided for in Subsection (d) in order to provide City with adequate assurance of performance
by Contractor. If Contractor's delivery of solid waste to the Landfill is suspended for
nonpayment, Contractor's obligation to pay the full payment for guaranteed annual tonnage
remains in effect.
9. f..i��aAqx���� �a�� Ua��e�c��wr���.
During the term of this Contract, Contractor shall procure, pay for, and maintain at
least the minimum insurance coverages described in Exhibit A, attached to and made a part of
4�
this Contract. Approval, disapproval or failure to act by City regarding any insurance supplied
by Contractor or its subcontractors shall not relieve Contractor of full responsibility or liability
for damages, errors, omissions, or accidents as set forth in this Contract. The bankruptcy or
insolvency of Contractor's insurer or any denial of liability by Contractor's insurer shall not
exonerate Contractor from the liability or responsibility of Contractor set forth in this Contract.
10. �Io��r�e�,�...�.,���Tal�.��?fiu�'"�d�,1��.
(a) 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 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" under any Applicable Law; (iii) any material that
requires other than normal handling, storage, management, transfer or disposal; or (iv) any
other material that may present a substantial endangerment to public health or safety, may
cause applicable air quality or water effluent standards to be violated bythe 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.
(b) Contractor agrees that it shall not deliver any Unacceptable Solid Waste to City's
Landfill. If 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 City, with the cost of such separation to be paid by Contractor. City shall
have the right, but not the obligation, to inspect any of Contractor's trucks to determine
whether the waste delivered is Acceptable Solid Waste or Unacceptable Solid Waste. Any
failure by City to perform any such inspection or to detect Unacceptable Solid Waste despite
such inspection shall in no way relieve Contractor from its obligation to deliver only Acceptable
Solid Waste or from its other obligations under this Section, or to retrieve such Unacceptable
Solid Waste as required under Subsection 6(c).
(c) If Contractor delivers Unacceptable Solid Waste to Cit�/s Landfill, City may, in
its sole discretion: (i) reject such Unacceptable Solid Waste at Contractor's sole expense; or (ii)
if City does not discover such Unacceptable Solid Waste in time to reject and reload such
Unacceptable Solid Waste, inform Contractor by telephone of the problem and require
pickup of the Unacceptable Solid Waste within twenty-four (24) hours, unless the Unacceptable
Solid Waste is deemed by City to be a threat to the health and safety of its employees or the
general public, in which case Contractor shall respond and remove the Unacceptable Solid Waste
immediately. If Contractor fails or refuses to timely remove or properly dispose of such
Unacceptable Solid Waste, 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 and to charge Contractor all direct and indirect costs incurred due
5
to removing, handling, transporting, and disposing of such 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 judgment, a delay in such disposal could constitute a hazard to the Landfill or any
person on, about, or near the Landfill premises.
11. �;:"��viN��aw���rna�n��t��l (:�s���w,�d����� Contractor and 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. 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
performance of this Contract. Contractor and City shall ensure that any spills or other releases
of materials into the environment that may result from performance under this Contract are
responded to and reported adequately and in compliance with applicable environmental laws.
12. I"���at�ir��;. Except as otherwise provided in Section 13, any notice, payment,
statement, or demand required or permitted to be given under this Contract by either
party to the other may be effected by personal delivery in writing or by mail, postage
prepaid. Mailed notices shall be addressed to the parties at the addresses appearing below,
but each party may change its address by written notice in accordance with this section. Mailed
notices shall be deemed communicated as of three (3) days after mailing.
I� ir�l�ko�r�i�c� fc����u�.w�� ��;a:.
Brian Boerner
Director of Solid Waste
City of Denton
1527 S. Mayhill Rd.
Denton, TX 76208
f� ir�t�r-a��c3 t'��-IT�:�ai��r��cl�r��tc�m
Joey Highfill
P.O. Box 899
2901 S. FM 51 Bldg 100
Decatur, Texas 76234
13. ��si ���r�x���,r�t. Contractor shall not sell, assign, transfer, or convey this Contract, in whole
or in part, without the prior written consent of City's Director, which consent will not be
unreasonably withheld.
14. I��;���zr°r���r�t i��ar�tr°�:r�:ta�w-. Contractor's status shall be that of an independent contractor
and not an agent, servant, employee, or representative of City in the performance of the
Services. Contractor shall exercise independent judgment in performing its obligations under
�
this Contract and is solely responsible for setting working hours, schedufing or priaritizing
and determining how its obligations under this Contract are to be performed. No term or
provision of this Cantract or act of Contractor in the perfarmance af this Contract shall be
construed as making Contractor the agent, servant ar employee of City, or making Contractor ar
any of its employees eligible for the fringe benefits, such as retirement, insurance and worker's
compensation, which City provides its employees.
15. Iu��N�M���N� � To the extenr authorized by rhe Constirution and rhe laws of rhe stare of
Texas, Contractor agrees to defend, indemnify and hold City, its officers, agents and employees,
harmless agalnsr any and all claims, lawsufts, Judgments, costs, fines, penaltles, and expenses
for personal injury (lncluding deathJ, property damage, vlolations 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 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 Contractor, its offlcers, agents, employees or subcontractors, in
rhe performance of rhis Contracr; except that the lndemnity provided for ln this paragraph shall
not apply to any liability resulting solely from the negligence, wrongful act, or fault of City, its
officers, agents, employees or separate conrractors, and in ihe event of joint and concurring
negligence or fault of Contractor and City, responsibility and indemnity, if any, shall be
apportloned in accordance with the law of the State of Texas, without waiving any
governmental immunity available to City under Texas law and without waiving any defenses
of the parties under Texas law. ihe provislons of thls paragraph are solely for the benefit of the
partles to thls Contract and are not lntended to create or grant any rights, contractual or
otherwise, to any other person or entity.
16. Te�wra��i��rti�rr�M This agreement may be terminated in whole, or in part, by the City or the
Contractor upon thirty (30) days written notice to the other party. In the event of termination,
Contractor shall pay all contract fees for Solid Waste delivered to City's landfill up to and
including the date of termination.
17. 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.
18. �c:�v���c�Aw� ��..��vw. This Contract shall be governed by and construed in accordance with
the laws and court decisions of the State of Texas, without regard ta conflict of law or choice
of law principles of Texas or of any other state.
19. ������I_� �����d���clic���. In case any one or more of the provisions contained in this Contract
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision of this Contract, and
this Cantract shall be considered as if such invalid, illegal, or unenforceable provision had never
been cantained in this Contract.
7
20. 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.
21. 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.
22. Successors and Assi�ns� 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.
23• ���a�ar� d������,t�r�t�„ �� �����I i^��.�c�i�i���atwa�r���. 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.
24. ���� �����y�r����a���>��, Notwithstanding anything in this Contract to the contrary, all
obligations of Wise County to make payments hereunder are subject to the appropriation of
sufficient funds for such payments by Wise County. Failure to make payments under the
contract shall terminate the contract.
Executed this the �'c day of �L't0� , 20%�1 by City, signing by and through its
CiCy ii"�"11�M���u����r, duly authorized to execute same by Ordinance /9 �26 � approved on
�� ti� __..___..._....
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CITY OF DENTON, TEXAS
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BY: � ° � �M.
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TODD HILEMAN, C11Y MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
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BY: � ��'��"�� �..��t�::
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THIS AGREEMENT HAS BEEN
BOTH REVIEWE AND APPROVED
as t bnaN�� r�� operational
obl' ,�ti�n�, ° business terms.
natu��
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G���ao�t�����n
Date Si����: w�,�� � � `_��.��
APPROVED �����""°�• �aEGAL FORM:
AA� N LEAL, CITY '� ����NEY
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WISE COUNTY, TEXAS
BY: � �„�� �,�'
J.D. CLARK, COU ��Y JUDGE
ATTEST;
SH�(��,Y��.�F��,r1C��, �C�UNTY CLERK
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6���'°�����'p��,� ,�� 1.�� L.C:�AL FORM:
��°I�i���•�° , "���N, COUNTY ATTORNEY
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EXHIBIT A
INSURANCE REQUIREMENTS
I /� 1 / ' I I I I' • I . I I f ' /`: f'.... I /� ' I / �'� / /�:� I I I:�l`
/ 0� I ��� / �'. �� . . ,. � �... . � �.- � ... � :.� / ' I� I ' / ' I / �:. + . . ::
! :... / f� '� I ': �;/ I � i � ..: I I / � f 1�: .. � I . ./ �� / I �� ,/'
/ I I I :... I I ' /� I / ^ / � : I � .. I / .: . 1 � ' / /� � I /' ���: / ' .. I I�' � I I ;:: / / :.. �:
. /: . ... I I� ^.' � / .•. .:: . / �'� / ��� ^ / /�� / � �^� � " f I '� •
� I ��� ^ I / �: ' I /. I ! ' /:� ! / I /� ' I / I f I: • •: • � ' :• • I ��� 1 I , •�
I :� / I' / ' ' � / / �: :�. / 1: I .., I I '. I " / f ' ' / � � I / � r. .. x. � .. . �. ;.
�..•: / '� ��� I I': ' /��: I I..:. / I /��. / ! f ` I 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 feast 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.
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 ofthe lapse date. If insurance
is not reinstated, City may, at its sole option, terminate this contract effective on the date of
the lapse.
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IV. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contractshall 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 occurrence limits of not less than
�����3�u�Ci,�i„�rC�m� 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.
Automobile Liability Insurance:
1. Contractorshall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than �������t� 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.
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