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12/04/2023-CC-Agenda Packet-RegularCITY COUNCIL MEETING AGENDA DECEMBER 04, 2023, 6:00 PM CITY COUNCIL REGULAR MEETING HISTORIC CHURCH BUILDING - 403 N 7TH STREET, SANGER, TEXAS CALL THE WORK SESSION TO ORDER AND ESTABLISH A QUORUM EXECUTIVE SESSION Pursuant to the Open Meetings Act, Chapter 551, the City Council Will Meet in a Closed Executive Session in Accordance with the Texas Government Code: Section 551.071. CONSULTATION WITH ATTORNEY For deliberations regarding legal (A) pending or contemplated litigation; or (B) a settlement offer; or (2) on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with this chapter. - Kamy Real Property Trust Vs. City Of Sanger, No. 23-10112-467 - City of Camden, et al. v. E.I. DuPont de Nemours and Company, et al., No. 2:23-cv-03230- RMG Section 551.086. CERTAIN PUBLIC POWER UTILITIES: COMPETITIVE MATTERS. - For deliberations regarding AEP Energy Partners. RECONVENE INTO WORK SESSION Reconvene into the Work Session. Any action deemed necessary as a result of Executive Session will be taken during the Regular Session. OVERVIEW OF ITEMS ON THE REGULAR AGENDA ADJOURN THE WORK SESSION The Regular Meeting will begin following the Work Session but not earlier than 7:00 p.m. CALL THE REGULAR MEETING TO ORDER AND ESTABLISH A QUORUM INVOCATION AND PLEDGE 1 CITIZENS COMMENTS This is an opportunity for citizens to address the Council on any matter. Comments related to public hearings will be heard when the specific hearing begins. Citizens are allowed 3 minutes to speak. Each speaker must complete the Speaker’s Form and include the topic(s) to be presented. Citizens who wish to address the Council with regard to matters on the agenda will be received at the time the item is considered. The Council is not allowed to converse, deliberate or take action on any matter presented during citizen input. CONSENT AGENDA All items on the Consent Agenda will be acted upon by one vote without being discussed separately unless requested by a Councilmember to remove the item(s) for additional discussion. Any items removed from the Consent Agenda will be taken up for individual consideration. 1. Consideration and possible action on the minutes from the November 6, 2023, meeting. 2. Consideration and possible action on the purchase of a sewer jetter truck for the Water Department in the amount of $177,047.24 from Southwest International Trucks, Inc. 3. Consideration and possible action on Resolution 2023-17 to ratify approval of a contract for the emergency repair of water Well No. 7; making finds of an emergency exempting the contract from the requirements of competitive bidding under Chapter 252 of the Texas Local Government code; and authorize City Manager to execute said contract. 4. Consideration and possible action on the 2023-2024 Interlocal Cooperation Agreement Fire Protection Services between Denton County and the City of Sanger, Denton County, Texas and authorize the Mayor or City Manager to execute the agreement. 5. Consideration and possible action on the 2023-2024 Interlocal Cooperation Agreement Ambulance Services between Denton County and the City of Sanger, Denton County, Texas and authorize the Mayor or City Manager to execute the agreement. 6. Consideration and possible action on a contract with Republic Services for solid waste and recycling services and authorizing the City Manager to execute the contract and all necessary documents. FUTURE AGENDA ITEMS The purpose of this item is to allow the Mayor and Councilmembers to bring forward items they wish to discuss at a future meeting, A Councilmember may inquire about a subject for which notice has not been given. A statement of specific factual information or the recitation of existing policy may be given. Any deliberation shall be limited to a proposal to place the subject on an agenda for a subsequent meeting. Items may be placed on a future meeting agenda with a consensus of the Council or at the call of the Mayor. 2 EXECUTIVE SESSION Pursuant to the Open Meetings Act, Chapter 551, the City Council Will Meet in a Closed Executive Session in Accordance with the Texas Government Code: Section 551.071. CONSULTATION WITH ATTORNEYFor deliberations regarding legal (A) pending or contemplated litigation; or (B) a settlement offer; or (2) on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with this chapter. - Kamy Real Property Trust Vs. City Of Sanger, No. 23-10112-467 - City of Camden, et al. v. E.I. DuPont de Nemours and Company, et al., No. 2:23-cv-03230- RMG Section 551.086. CERTAIN PUBLIC POWER UTILITIES: COMPETITIVE MATTERS. - For deliberations regarding AEP Energy Partners. RECONVENE INTO REGULAR SESSION Reconvene into Regular Session and take any action deemed necessary as a result of Executive Session. ADJOURN NOTE: The City Council reserves the right to adjourn into Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.087 of the Texas Open Meetings Act. CERTIFICATION I certify that a copy of this meeting notice was posted on the bulletin board at City Hall that is readily accessible to the general public at all times and was posted on the City of Sanger website on November 30, 2023, at 11:30 AM. /s/Kelly Edwards Kelly Edwards, City Secretary The Historical Church is wheelchair accessible. Request for additional accommodations or sign interpretation or other special assistance for disabled attendees must be requested 48 hours prior to the meeting by contacting the City Secretary’s Office at 940.458.7930. 3 CITY COUNCIL COMMUNICATION DATE: December 4, 2023 FROM: Kelly Edwards, City Secretary AGENDA ITEM: Consideration and possible action on the minutes from the November 6, 2023, meeting. SUMMARY: N/A FISCAL INFORMATION: Budgeted: N/A Amount: $0.00 GL Account: N/A RECOMMENDED MOTION OR ACTION: Approve the minutes from the November 6, 2023, meeting. ATTACHMENTS: City Council minutes 4 Item 1. City Council Minutes 11-06-2023 Page 1 of 5 CITY COUNCIL MEETING MINUTES NOVEMBER 06, 2023, 6:00 PM CITY COUNCIL REGULAR MEETING HISTORIC CHURCH BUILDING - 403 N 7TH STREET, SANGER, TEXAS CALL THE WORK SESSION TO ORDER AND ESTABLISH A QUORUM Mayor Muir called the work session to order at 6:00 p.m. COUNCILMEMBERS PRESENT Mayor Thomas Muir Mayor Pro Tem, Place 2 Gary Bilyeu Councilmember, Place 1 Marissa Barrett Councilmember, Place 4 Allen Chick Councilmember, Place 5 Victor Gann COUNCILMEMBERS ABSENT Councilmember, Place 3 Dennis Dillon STAFF MEMBERS PRESENT: City Manager John Noblitt, Assistant City Manager Alina Ciocan, City Secretary Kelly Edwards, City Attorney Hugh Coleman, Director of Development Services Ramie Hammonds, Director of Public Works Jim Bolz, Parks & Recreation Director Ryan Nolting, Director of Economic Development Shani Bradshaw, Fire Marshal Michael Grimes, and Police Chief Tyson Cheek. DISCUSSION ITEMS 1. Discussion on Resolution 2023-16 to approve a fee waiver for Sanger Independent School District for Sanger High School, Sanger Middle School, and Clear Creek Intermediate School. Director Hammonds provided an overview of the proposed resolution. Discussion ensued regarding the Impact fees, any impact to the budget, and refunding fees paid. 5 Item 1. City Council Minutes 11-06-2023 Page 2 of 5 2. Discussion on selecting MHS Planning & Design for the conceptual design of the proposed Downtown Park. Director Nolting provided an overview of the item. Discussion ensued regarding the number of responses, technical services, probable costs, concept designs, and allowing the City Manager to negotiate an agreement. OVERVIEW OF ITEMS ON THE REGULAR AGENDA Councilmember Bilyeu asked questions regarding Item 9 on the Consent Agenda. Discussion ensued regarding the fees budgeted for Engineering services. Councilmember Bilyeu asked questions regarding Item 10 of the Consent Agenda. Discussion ensued regarding the terms of service and collection rate. ADJOURN THE WORK SESSION There being no further business, Mayor Muir adjourned the work session at 6:55 p.m. CALL THE REGULAR MEETING TO ORDER AND ESTABLISH A QUORUM Mayor Muir called the regular meeting to order at 7:05 p.m. COUNCILMEMBERS PRESENT Mayor Thomas Muir Mayor Pro Tem, Place 2 Gary Bilyeu Councilmember, Place 1 Marissa Barrett Councilmember, Place 4 Allen Chick Councilmember, Place 5 Victor Gann COUNCILMEMBERS ABSENT Councilmember, Place 3 Dennis Dillon STAFF MEMBERS PRESENT: City Manager John Noblitt, Assistant City Manager Alina Ciocan, City Secretary Kelly Edwards, City Attorney Hugh Coleman, Director of Development Services Ramie Hammonds, Director of Public Works Jim Bolz, Parks & Recreation Director Ryan Nolting, Director of Economic Development Shani Bradshaw, Library Director Laura Klenke, Fire Marshal Michael Grimes, and Police Chief Tyson Cheek. 6 Item 1. City Council Minutes 11-06-2023 Page 3 of 5 INVOCATION AND PLEDGE Councilmember Chick gave the Invocation. The Pledge of Allegiance was led by Councilmember Bilyeu. CITIZENS COMMENTS Rich Wilson, 7201 Hunnington Drive, provided examples of issues regarding the construction along FM 455 and comments regarding the street cuts and patching repairs out to Bolivar. SPECIAL PRESENTATIONS AND ANNOUNCEMENTS 3. Presenting a Life Saving Award Chief Cheek provided an overview of the event in which Officer Pruitt administered skills that saved a life. Chief Cheek also stated that utilizing the training provided by Drew’s 27 has resulted in 54 lives being saved. CONSENT AGENDA 4. Consideration and possible action on the minutes from the October 16, 2023, meeting. 5. Consideration and possible action approving a contract with AXON Enterprises for TASER Certification Bundles and authorizing the City Manager to execute contract and all necessary documentation. 6. Consideration and possible action to accept the renovation improvements performed by North Rock Construction LLC at Porter Park Softball Field and release final payment. 7. Consideration and possible action on the Interlocal Agreement for Library Services between Denton County and City of Sanger. 8. Consideration and possible action on Resolution 2023-16, to approve a fee waiver for Sanger Independent School District for Sanger High School, Sanger Middle School, and Clear Creek Intermediate School. 9. Consideration and possible action on Interlocal Agreement for the construction of Marion Road with Denton County. 10. Consideration and possible action on the contract between Emergicon, LLC and City of Sanger and authorize the City Manager to execute the agreement. 7 Item 1. City Council Minutes 11-06-2023 Page 4 of 5 11. Consideration and possible action on selecting MHS Planning & Design for the conceptual design of the proposed Downtown Park and authorize the City Manager to negotiate a contract. 12. Consideration and possible action on a Minor Plat of Lot 1, Block A, of Lotus Addition, being 0.91 acres, located in the City of Sanger, and generally located on the west side of I-35 Frontage Road approximately 190 feet south of the intersection of Bolivar Street and I-35 Frontage Road. 13. Consideration and possible action on a request for the Replat of Lot 1R, Block A of the Powell Addition, being 1.05 acres located within the City of Sanger, generally located along the north side of Duck Creek Road approximately 511 feet west of the intersection of Duck Creek Road and South Stemmons Frwy. The Council agreed to remove Item 8 of the consent agenda for additional discussion. Motion to approve Items 4-7 and 9-13 made by Councilmember Bilyeu, Seconded by Councilmember Barrett. Voting Yea: Councilmember Chick and Councilmember Gann. Motion passed unanimously. Discussion ensued regarding Item 8, collecting only the commercial permit fees. Motion to approve Item 8 only to collect the commercial permit fee made by Councilmember Bilyeu, Seconded by Councilmember Barrett. Voting Yea: Councilmember Chick and Councilmember Gann. Motion passed unanimously. ACTION ITEMS 14. Consideration and possible action on Ordinance 11-30-23 amending the City of Sanger Code of Ordinances, Chapter 15, Parks and Recreation, Article 15.100, Rules and Regulations, Sections 15.107, Special Events, Uses, Programs: and adding Article 15.600 Special Events providing for the repeal of all ordinances in conflict: providing a cumulative clause; providing for a severability clause; providing for a penalty of fine accordance with Section 1.109 of the Code of Ordinances for violations; and providing a savings clause; authorizing publication; and establishing an effective date. Discussion ensued regarding the Hold Harmless agreement, naming the City on the insurance as necessary based on the size and type of event. Motion to approve made by Councilmember Barrett, Seconded by Councilmember Gann. Voting Yea: Councilmember Bilyeu and Councilmember Chick. Motion passed unanimously. 8 Item 1. City Council Minutes 11-06-2023 Page 5 of 5 FUTURE AGENDA ITEMS Councilmember Chick asked if the development of the Parks would be discussed during the Council Retreat in February. Councilmember Barrett requested an update regarding the TxDOT construction on FM 455. INFORMATIONAL ITEMS 15. Change Order Report 11-06-2023 16. Atmos Rider GCR - Rate Filing Docket No. 10170, October 25, 2023 17. Disbursements Report August and September 2023 18. Financial Statement August and September 2023 ADJOURN There being no further business, Mayor Muir adjourned the meeting at 7:36 p.m. _______________________________ Thomas E. Muir, Mayor ______________________________ Kelly Edwards, City Secretary 9 Item 1. CITY COUNCIL COMMUNICATION DATE: December 04, 2023 FROM: Jim Bolz, Public Works Director AGENDA ITEM: Consideration and possible action on the purchase of a sewer jetter truck for the Water Department in the amount of $177,047.24 from Southwest International Trucks, Inc. SUMMARY:  Our current jetter truck is a 2003 model that has had numerous repairs made to the pumping unit over the years  The current pump frame has significant rusting and metal loss and needs to be rebuilt soon  Southwest International Truck, Inc holds a BuyBoard contract (601-19), justifying the use of a single quote, aligning with Purchasing Policy Section 3: Purchasing Procedures, 3.2 Purchasing Thresholds. FISCAL INFORMATION: Budgeted: YES Amount: $177,047.24 GL Account: 54-6145 RECOMMENDED MOTION OR ACTION: Staff recommends approval ATTACHMENTS:  Quote from Southwest International Truck, Inc. 10 Item 2. 11 Item 2. 12 Item 2. 13 Item 2. 14 Item 2. 15 Item 2. 16 Item 2. 17 Item 2. 18 Item 2. 19 Item 2. 20 Item 2. CITY COUNCIL COMMUNICATION DATE: December 04, 2023 FROM: Jim Bolz, Public Works Director AGENDA ITEM: Consideration and possible action on Resolution 2023-17 to ratify approval of a contract for the emergency repair of water Well No. 7; making finds of an emergency exempting the contract from the requirements of competitive bidding under Chapter 252 of the Texas Local Government code; and authorize City Manager to execute said contract. SUMMARY:  On October 30, 2023, we experienced a motor failure on Water Well No. 7 located at 917 Utility Road  Reduced pressure was being experienced in the Sanger Circle Subdivision and at the Wal-Mart Distribution Center making it imperative to make these repairs as soon as possible  THI Water Well, LLC was contacted and given the authority to make these repairs without delay FISCAL INFORMATION: Budgeted: No Amount: $102,922.31 GL Account: 50-5373 RECOMMENDED MOTION OR ACTION: Staff recommends approval ATTACHMENTS:  Resolution 2023-17  THI Water Wells, LLC Invoice 21 Item 3. Resolution – Emergency Water Repair Contract with THI Water Well, LLC Page 1 of 2 CITY OF SANGER, TEXAS RESOLUTION NO. 2023-12 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS, TO RATIFY APPROVAL OF A CONTRACT FOR THE EMERGENCY REPAIR OF WATER WELL NO. 7; MAKING FINDINGS OF AN EMERGENCY EXEMPTING THE CONTRACT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING UNDER CHAPTER 252 OF THE TEXAS LOCAL GOVERNMENT CODE AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Sanger experienced a well failure on Water Well No. 7 located at 917 Utility Road on October 30, 2023; and WHEREAS, it is necessary for the City to preserve the public health, safety and welfare, to provide its residents and businesses with potable water service; and WHEREAS, due to the unforeseen damage to the City’s water well, it is necessary for the City to enter in to an emergency repair contract without the time delay of competitive bidding to preserve and protect the public health and safety; and WHEREAS, THI Water Well, LLC. has presented a proposal for the repair of the water well; and WHEREAS, the City Council finds that the passage of this Resolution is in the best interest of the citizens of Sanger. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANGER, TEXAS: SECTION 1. The facts and recitals set forth in the preamble of this resolution are hereby found to be true and correct. SECTION 2. That the City Council finds and determines that the above conditions exist and that it necessary for City staff to procure by contract for the emergency repair of Water Well No. 7 located at 917 Utility Road and that said repairs are necessary to preserve and protect the public health and safety of the citizens of the City by provision of a public water system. SECTION 3. That the City Council finds that the services to be performed by THI Water Well, LLC, to repair Water Well No.7 are not subject to the competitive bidding requirements of Chapter 252 of the Texas Local Government Code as it is necessary to preserve and protect the public health and safety of the City’s residents. SECTION 4. That the City Manager and other responsible City staff are authorized and directed to execute a letter contract attached as “Exhibit A” and any subsequent amendments or 22 Item 3. Resolution – Emergency Water Repair Contract with THI Water Well, LLC Page 2 of 2 change orders with THI Water Well, LLC to repair the water well for the amount of $102,922.31 and said expenditure is hereby approved. THI Water Well, LLC, shall provide as part of the letter contract a Certificate of Insurance showing Commercial General Liability and Commercial Vehicle Insurance and other coverages required by the City. SECTION 5. This Resolution shall take effect immediately from and after its passage, and it is accordingly so resolved. SECTION 6. That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED THIS THE 4TH DAY OF DECEMBER 2023. APPROVED: ATTEST: ___________________________ Thomas E. Muir, Mayor _____________________________ Kelly Edwards, City Secretary ATTEST: _____________________________ Hugh Coleman, City Attorney 23 Item 3. Payable in Bowie, TX. Terms: Due Upon Receipt 1 1/2% Interest Charged After Maturity THI Water Well PO Box 1419 Bowie, TX 76230 940-872-6633 INVOICE BILL TO City of Sanger P O Box 1729 Sanger, TX 76266 SHIP TO City of Sanger P O Box 1729 Sanger, TX 76266 INVOICE #3355 DATE 11/03/2023 TERMS Due on receipt SERVICE DATE WELL LOCATION POINT OF CONTACT 10/30 & 31 - 11/01,02/2023 Well 7 Job 10695 Jim Bolz DESCRIPTION QTY RATE TOTAL AFE/CC/PO# SERVICE CHARGES We pulled the well on 10-30-2023 & 10-31-2023 for a grounded motor. We found the motor was grounded and had lost a winding and the wire is bad, as well with one lead going to ground. It looks like the well took a lightning strike or high voltage spike. We went back on 11-02-2023 & 11-03-2023 and installed a new motor and our test wire ( new wire is 6 weeks out for availability). We replaced the seal tight and flushed the well out. Rig Time 4 4,000.00 16,000.00 MATERIAL CHARGES Franklin Motor - 175hp 1 48,182.00 48,182.00 Wire - 250 mcm 910 35.00 31,850.00 Check Valve(s) - 6"3 1,532.00 4,596.00 Splice Kit 1 500.00 500.00 Column Pipe - 6"21 46.00 966.00 Air Line 875 0.40 350.00 Seal tight & lugs 1 478.31 478.31 REGULATED BY: THE TEXAS DEPT. OF LICENSING AND REGULATION P.O. BOX 12157 AUSTIN, TX 78711 800-803-9202 512-463-7880 SUBTOTAL 102,922.31 TAX 0.00 TOTAL 102,922.31 BALANCE DUE $102,922.31 24 Item 3. CITY COUNCIL COMMUNICATION DATE: December 4, 2023 FROM: Casey Welborn, Fire Marshal AGENDA ITEM: Consideration and possible action on the 2023-2024 Interlocal Cooperation Agreement Fire Protection Services between Denton County and the City of Sanger, Denton County, Texas and authorize the Mayor or City Manager to execute the agreement. SUMMARY: N/A FISCAL INFORMATION: Budgeted: N/A Amount: N/A GL Account: N/A RECOMMENDED MOTION OR ACTION: N/A ATTACHMENTS: 2023-2024 Interlocal Cooperation Agreement Fire Protection Services Exhibit A - Map 25 Item 4. 2023-2024 Interlocal Corporation Agreement – Fire Protection Services/Sanger Page 1 of 6 THE COUNTY OF DENTON § § SANGER FIRE DEPARTMENT § STATE OF TEXAS § INTERLOCAL COOPERATION AGREEMENT FIRE PROTECTION SERVICES THIS AGREEMENT, which has an effective date of October 1, 2023, is made and entered into by and between Denton County, Texas (“the COUNTY”) and the Sanger Fire Department (“the AGENCY”). WHEREAS, the COUNTY is a duly organized political subdivision of the State of Texas engaged in the administration of county government and related services for the benefit of the citizens of Denton County; and WHEREAS, the AGENCY is a non-profit agency, duly organized and operating under the laws of the State of Texas and engaged in the provision of fire protection services and related services for the benefit of the citizens of the City of Sanger; and WHEREAS, the AGENCY is the owner and operator of certain fire protection vehicles and other equipment designed for the extinguishing of fire and prevention of damage to property and injury to persons from fire and has in its employ trained personnel whose duties are related to the use of such vehicles and equipment; and WHEREAS, the COUNTY and the AGENCY mutually desire to be subject to and contract pursuant to provisions of the Texas Government Code, Chapter 791 and the Texas Local Government Code, Chapter 352, and NOW, THEREFORE, the COUNTY and the AGENCY, for the mutual promises, covenants, Agreements and consideration stated herein, agree as follows: I. TERM The term of this Agreement shall be for the period beginning of October 1, 2023, and ending September 30, 2024. II. SERVICES The services to be rendered in accordance with this Agreement by the AGENCY are the fire protection services normally rendered by the AGENCY to citizens of the City of Sanger in circumstances of emergency, but which services will now be extended to all citizens of the 26 Item 4. 2023-2024 Interlocal Corporation Agreement – Fire Protection Services/Sanger Page 2 of 6 COUNTY residing in the unincorporated areas of the COUNTY within the operating territory or jurisdiction of the AGENCY, as agreed to by the AGENCY and the COUNTY in this Agreement and as set forth in “Exhibit A,” attached hereto and incorporated herein by reference. These services are rendered in consideration of the basic funding and the separate per call fee set forth in this Agreement for the common good and benefit and to serve the public convenience and necessity of the citizens of the COUNTY who are not otherwise protected with respect to fire prevention, extinguishment, safety and rescue services. The services to be rendered are as follows: A. The AGENCY shall make available and provide emergency fire prevention, extinguishment, safety and rescue services within the agreed or specified territory or jurisdiction of the AGENCY. B. The AGENCY shall respond to requests for fire protection services made within the portion of the COUNTY designated as “Sanger” as set out in Exhibit "A". C. The COUNTY agrees that, in the event a fire in the AGENCY's unincorporated designated area which the AGENCY considers to be of an incendiary nature and upon request by the AGENCY, the County Fire Marshal will dispatch investigation personnel to the fire scene within a response time sufficient to legally maintain and protect all evidence of said fire and will conduct all appropriate investigation and assist in the prosecution of any case of arson. The AGENCY shall not be responsible for investigations of suspected incendiary fires in the unincorporated areas, but shall cooperate with the County Fire Marshal in immediately relating all pertinent information possible to the investigator(s). D. The COUNTY agrees that the County Fire Marshal may assist in the conduct of appropriate investigations of a fire which the AGENCY considers to be of incendiary nature in the AGENCY's incorporated area upon request of the AGENCY. E. The AGENCY shall submit monthly statements on the Texas Fire Incident Reporting System's standardized forms to the Denton County Fire Marshal, 3900 Morse St., 2nd Floor, Denton, Texas 76208. This form will serve as the billing statement to the COUNTY for reimbursement of calls made in the unincorporated area. The Denton County Fire Marshal shall provide the forms upon request from the AGENCY. F. The AGENCY, in the performance of its duties and responsibilities under this Agreement, shall have the responsibility, within the sole discretion of the officers and employees of the AGENCY, except as otherwise determined by the Denton County Fire Marshal, to determine priorities in the dispatching and use of the AGENCY’s equipment and personnel, and the judgment of any such officer or employee as to such matters shall be the final determination. 27 Item 4. 2023-2024 Interlocal Corporation Agreement – Fire Protection Services/Sanger Page 3 of 6 The COUNTY shall designate the County Judge to act on behalf of the COUNTY and to serve as "Liaison Officer" between the COUNTY and the AGENCY. The County Judge, or his designated substitute, shall devote sufficient time and attention to insure the performance of all duties and obligations of the COUNTY under this Agreement and shall provide immediate and direct supervision of employees, agents, contractors, sub-contractors and/or laborers of the COUNTY engaged in the performance of this Agreement for the mutual benefit of the COUNTY and the AGENCY. III. PERFORMANCE OF SERVICE The AGENCY shall devote sufficient time and attention to insure the performance of all duties and obligations of the AGENCY under this Agreement and shall provide immediate and direct supervision of the AGENCY’s employees, agents, contractors, sub-contractors and/or laborers engaged in the performance of this Agreement for the mutual benefit of the AGENCY and the COUNTY. IV. COMPENSATION The COUNTY agrees to pay to the AGENCY for the full performance of services as provided in this Agreement the sum of $10,000.00, payable upon execution of this Agreement, and further agrees to pay the sum of $700.00 per fire call in the designated unincorporated areas of the COUNTY from October 1, 2023 to September 30, 2024. The COUNTY anticipates the AGENCY to run approximately 364 fire calls for a total funding of $254,800.00 for fire calls. The total payments by the COUNTY to the AGENCY pursuant to this Agreement are estimated to be $264,800.00. The COUNTY will make no payment to the AGENCY for service provided outside the agreed service district whether by Mutual Aid Agreement or otherwise. The AGENCY understands and agrees that payment by the COUNTY to the AGENCY shall be made in accordance with the normal and customary processes and business procedures of the COUNTY and in conformance with applicable state law. V. FINANCIAL RECORDS The AGENCY agrees to make its financial records available for audit and/or review by the COUNTY, upon request by the COUNTY. 28 Item 4. 2023-2024 Interlocal Corporation Agreement – Fire Protection Services/Sanger Page 4 of 6 VI. RESPONSIBILITY OF THE COUNTY The COUNTY, to the extent permitted by law, shall be responsible for the acts, negligence and omissions of all officers, employees and agents of the COUNTY who are engaged in the performance of this Agreement. VII. RESPONSIBILITY OF THE AGENCY The AGENCY, to the extent permitted by law, shall be responsible for the acts, negligence and omissions of all officers, employees and agents of the AGENCY who are engaged in the performance of this Agreement. VIII. APPLICABLE LAW The COUNTY and the AGENCY understand and agree that liability under this contract is governed by the Texas Government Code, Chapter 791 and the Texas Local Government Code, Chapter 352. This Agreement is made in contemplation of the applicability of these laws to the Agreement. Insofar as legally possible the COUNTY and the AGENCY agree to be bound by the above mentioned statutes as they exist as of the date of this Agreement. IX. DEFAULT In the event of default of any of the covenants herein contained, this Agreement may be terminated at the discretion of the non-defaulting party if such default continues for a period of ten (10) days after notice to the other party in writing of such default and the intent to terminate this Agreement due to the default. Unless the default is cured, this Agreement shall terminate. X. TERMINATION This Agreement may be terminated any time, by either the COUNTY or the AGENCY by giving sixty (60) days advance written notice to the other party. In the event of termination by either party, the AGENCY shall be compensated pro rata for all services performed to the termination date together with reimbursable expenses then due as authorized by this Agreement. In the event of such termination, should the AGENCY be overcompensated on a pro rata basis for all services performed to the termination date and/or be overcompensated reimbursable expenses, the COUNTY shall be reimbursed pro rata for all such overcompensation. 29 Item 4. 2023-2024 Interlocal Corporation Agreement – Fire Protection Services/Sanger Page 5 of 6 Acceptance of such reimbursement shall not constitute a waiver of any claim that may otherwise arise out of this Agreement. XI. GOVERNMENTAL IMMUNITY The fact that the COUNTY and the AGENCY accept certain responsibilities relating to the rendition of fire protection services under this Agreement as part of their responsibility for providing protection for the public health makes it imperative that the performance of these vital services be recognized as a governmental function and that the doctrine of governmental immunity shall be, and it is hereby, invoked to the extent permitted by law. Neither the AGENCY, nor the COUNTY waive, nor shall be deemed to have hereby waived, any immunity or defense that would otherwise be available to it against claims arising from the exercise of government powers and functions. XII. ENTIRE AGREEMENT This Agreement represents the entire Agreement between the COUNTY and the AGENCY and supersedes all prior negotiations representations and Agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. XIII. LAW OF CONTRACT This Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereto, shall be governed by the laws of the State of Texas. The venue for any dispute, or matter, arising under this Agreement shall lie in Denton County, Texas. XIV. SEVERABILITY In the event that any portion of this Agreement shall be found to be contrary to law, it is the intent of the parties hereto that the remaining portions shall remain valid and in full force and effect to the fullest extent possible. XV. AUTHORITY The undersigned officer or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties. 30 Item 4. 2023-2024 Interlocal Corporation Agreement – Fire Protection Services/Sanger Page 6 of 6 XVI. SERVICE AREA Acceptance of this Agreement constitutes approval of the service area set out in attached Exhibit “A”. EXECUTED this _________ day of ___________, 20____. Denton County, Texas Sanger Fire Department 1 Courthouse Drive, Suite 3100 P.O. Box 1729 Denton, Texas 76208 Sanger, Texas 76266 By By ______________________________ Andy Eads Name ____________________________ Denton County Judge ATTEST: APPROVED AS TO CONTENT: By: _________________________ By: _________________________ Denton County Clerk Denton County Fire Marshal AUDITOR’S CERTIFICATE I hereby certify that funds are available in the amount of $ to accomplish and pay the obligation of Denton County under this Agreement. Denton County Auditor 31 Item 4. 32 Item 4. CITY COUNCIL COMMUNICATION DATE: December 4, 2023 FROM: Casey Welborn, Fire Marshal AGENDA ITEM: Consideration and possible action on the 2023-2024 Interlocal Cooperation Agreement Ambulance Services between Denton County and the City of Sanger, Denton County, Texas and authorize the Mayor or City Manager to execute the agreement. SUMMARY: N/A FISCAL INFORMATION: Budgeted: N/A Amount: N/A GL Account: N/A RECOMMENDED MOTION OR ACTION: N/A ATTACHMENTS: 2023-2024 Interlocal Cooperation Agreement Fire Protection Services Exhibit A - Map 33 Item 5. 2023-2024 Interlocal Corporation Agreement – Ambulance Services/Sanger Page 1 of 7 THE COUNTY OF DENTON § § SANGER FIRE DEPARTMENT - § AMBULANCE SERVICES § STATE OF TEXAS § INTERLOCAL COOPERATION AGREEMENT AMBULANCE SERVICE THIS AGREEMENT, which has an effective date of October 1, 2023, is made and entered into by and between Denton County, Texas (“the COUNTY”), and the Sanger Fire Department (“the AGENCY”). WHEREAS, the COUNTY is a duly organized political subdivision of the State of Texas engaged in the administration of county government and related services for the benefit of the citizens of Denton County; and WHEREAS, the AGENCY is a non-profit agency, duly organized and operating under the laws of the State of Texas and engaged in the provision of ambulance services and related services for the benefit of the citizens of the City of Sanger; and WHEREAS, the AGENCY is an owner and operator of certain ambulance vehicles and other equipment designed for the transportation of persons who are sick, infirmed or injured and has in its employ trained personnel whose duties are related to the treatment of said individuals and the use of such vehicles and equipment; and WHEREAS, the COUNTY desires to obtain emergency ambulance and related services for the benefit of residents of the COUNTY living in unincorporated areas of the COUNTY which the AGENCY is capable of providing; and WHEREAS, the provision of emergency ambulance and related services is a governmental function that serves the public health and welfare and is of mutual concern to both the COUNTY and the AGENCY; and WHEREAS, the COUNTY desires to enter into an exclusive agreement with the AGENCY to provide efficient emergency ambulance service; and WHEREAS, the COUNTY desires to expend County funds to defray the expense of establishing, operating and maintaining emergency ambulance services in the County; and 34 Item 5. 2023-2024 Interlocal Corporation Agreement – Ambulance Services/Sanger Page 2 of 7 WHEREAS, the COUNTY and the AGENCY mutually desire to be subject to and contract pursuant to the provisions of Texas Government Code, Chapter 791 and Texas Health and Safety Code, Section 774.003, and NOW THEREFORE, the COUNTY and the AGENCY, in consideration of the mutual promises, covenants, and Agreements stated herein, agree as follows: I. TERM The term of this Agreement shall be for the period beginning of October 1, 2023, and ending on September 30, 2024. II. DEFINITIONS As used herein, the words and phrases hereinafter set forth shall have the meanings as follows: A. "Emergency" shall mean any circumstance that calls for immediate action and in which the element of time in transporting the sick, wounded or injured for medical treatment is essential to the health or life of a person or persons. Whether an emergency, in fact, exists is solely up to the discretion of the AGENCY. For dispatch purposes only, "emergency" shall include, but not be limited to: 1. The representation by the individual requesting ambulance service that an immediate need exists for the transportation of a person from any location within the agreed operating area of the AGENCY to a place where emergency medical treatment may be obtained; or 2. The representation by the individual requesting ambulance service that an immediate need exists for the transportation of a person from any location within the agreed operating area of the AGENCY to the closest medical facility. B. “Rural area” means any area within the boundaries of the COUNTY, but outside the corporate limits of all incorporated cities, towns and villages within the COUNTY. C. “Urban area” means any area within the corporate limits of an incorporated city, town or village within the COUNTY. D. “Emergency ambulance call” means a response to a request for ambulance service by the personnel of the AGENCY in a situation involving an emergency, as defined above, by an ambulance vehicle. A single response to a call may involve the transportation of more than one person at a time, but shall be considered as only one call. 35 Item 5. 2023-2024 Interlocal Corporation Agreement – Ambulance Services/Sanger Page 3 of 7 III. SERVICES The services to be rendered under this Agreement by the AGENCY are the ambulance services normally rendered by the AGENCY to citizens of City of Sanger in circumstances of emergency, but which services will now be extended to all citizens of the COUNTY residing in the unincorporated areas of the COUNTY within the operating territory or jurisdiction of the AGENCY, as agreed to by the AGENCY and the COUNTY in this Agreement and as set forth in “Exhibit A,” attached hereto and incorporated herein by reference. It is recognized that the officers and employees of the AGENCY have the duty and responsibility of rendering ambulance services to citizens of the AGENCY and the COUNTY. In the performance of these duties and responsibilities, it shall be within the sole responsibility and discretion of the officers and employees of the AGENCY to determine priorities in the dispatching and use of such equipment and personnel and the judgment of the officer or employee shall be final. The COUNTY shall designate the County Judge to act on behalf of the COUNTY and to serve as "Liaison Officer" between the COUNTY and the AGENCY. The County Judge, or his designated substitute, shall devote sufficient time and attention to insure the performance of all duties and obligations of the COUNTY under this Agreement and shall provide for the immediate and direct supervision of employees, agents, contractors, sub-contractors and/or laborers of the COUNTY engaged in the performance of this Agreement. IV. PERFORMANCE OF SERVICES The AGENCY shall devote sufficient time and attention to insure the performance of all duties and obligations of the AGENCY under this Agreement and shall provide immediate and direct supervision of the AGENCY’s employees, agents, contractors, sub-contractors and/or laborers engaged in the performance of this Agreement for the mutual benefit of the AGENCY and the COUNTY. 36 Item 5. 2023-2024 Interlocal Corporation Agreement – Ambulance Services/Sanger Page 4 of 7 V. COMPENSATION COUNTY agrees to pay to the AGENCY an estimated fee of $179,147.00 (amount rounded to the nearest dollar) based on a funding formula as follows: 1. A fixed sum based on a population percentage .4601 per capita; said sum computes to $7,740.47. 2. A fixed sum of $254.7139 per ambulance transport for an estimated maximum amount of $87,112.14. Said sum is based upon 342 transports made by the AGENCY in fiscal year 2023. 3. A fixed sum based on 112.99 rural miles in the agreed operating territory; said sum computes to $84,294.21. The first and third sums are based upon population and mileage figures obtained from the North Central Texas Council of Governments. The second sum is based upon the definition of an “ambulance call” for purposes of this Agreement. Payment shall not be allowed for any instance in which a patient is not transported. Consistent with the reporting procedures described below, the AGENCY shall receive payment for transporting the patient regardless of the service delivery area in which the call originated. Requests for payment shall be submitted on the standardized ambulance transportation reporting form approved and provided by the COUNTY. It shall be the responsibility of the AGENCY to fully complete the forms and to provide complete and accurate patient information. Requests for payment shall be submitted within five (5) days of the performance of service by the AGENCY. Requests not timely submitted shall not be considered for payment. Requests for payment may be submitted by personal delivery, U.S. Mail, facsimile or computer telephone link to the office of the Denton County Fire Marshal. The date of submission shall be the date the fully documented request is received in said office. VI. FINANCIAL RECORDS The AGENCY agrees to make its financial records available for audit and/or review by the COUNTY, upon request by the COUNTY. 37 Item 5. 2023-2024 Interlocal Corporation Agreement – Ambulance Services/Sanger Page 5 of 7 VII. RESPONSIBILITY OF THE COUNTY The COUNTY, to the extent permitted by law, shall be responsible for the acts, omissions and negligence of all officers, employees and agents of the COUNTY who are engaged in the performance of this Agreement. VIII. RESPONSIBILITY OF THE AGENCY The AGENCY, to the extent permitted by law, shall be responsible for the acts, omissions and negligence of all officers, employees and agents of the AGENCY who are engaged in the performance of this Agreement. IX. APPLICABLE LAW The COUNTY and the AGENCY understand and agree that liability under this contract is governed by Texas Government Code, Chapter 791 and Texas Health and Safety Code, Section 774.003. This Agreement is made in contemplation of the applicability of these laws to the Agreement. Insofar as legally possible the COUNTY and the AGENCY agree to be bound by the above mentioned statutes as they exist as of the date of this Agreement. X. DEFAULT In the event of default of any of the covenants herein contained, this Agreement may be terminated at the discretion of the non-defaulting party if such default continues for a period of ten (10) days after notice to the other party in writing of such default and the intent to terminate this Agreement due to the default. Unless the default is cured, this Agreement shall terminate. XI. TERMINATION This Agreement may be terminated at any time by either the COUNTY or the AGENCY by giving sixty (60) days advance written notice to the other party. In the event of termination by either party, the AGENCY shall be compensated pro rata for all services performed to termination date together with reimbursable expenses then due as authorized by this Agreement. In the event of such termination, should the AGENCY be overcompensated on a pro rata basis for all services performed to the termination date and/or be overcompensated for reimbursable expenses, the COUNTY shall be reimbursed pro rata for all such overcompensation. 38 Item 5. 2023-2024 Interlocal Corporation Agreement – Ambulance Services/Sanger Page 6 of 7 Acceptance of such reimbursement shall not constitute a waiver of any claim that may otherwise arise out of this Agreement. XII. GOVERNMENTAL IMMUNITY The fact that the COUNTY and the AGENCY accept certain responsibilities relating to the rendering of ambulance services under this Agreement as a part of their responsibility for providing protection for the public health makes it imperative that the performance of these vital services be recognized as a governmental function and that the doctrine of governmental immunity shall be, and is hereby, invoked to the extent permitted under the law. Neither the AGENCY, nor the COUNTY waive, nor shall be deemed to have hereby waived any immunity or defense that would otherwise be available to it against claims arising from the exercise of governmental powers and functions. XIII. ENTIRE AGREEMENT This Agreement represents the entire Agreement between the COUNTY and the AGENCY and supersedes all prior negotiations, representations and Agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. XIV. LAW OF CONTRACT This Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereto, shall be governed by the laws of the State of Texas. The venue for any dispute, or matter, arising under this Agreement shall lie in Denton County, Texas. XV. SEVERABILITY In the event that any portion of this Agreement shall be found to be contrary to law, it is the intent of the parties hereto that the remaining portions of this Agreement shall remain valid and in full force and effect to the fullest extent possible. XVI. AUTHORITY The undersigned officer or agents of the parties are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the Parties. 39 Item 5. 2023-2024 Interlocal Corporation Agreement – Ambulance Services/Sanger Page 7 of 7 XVII. SERVICE AREA Acceptance of this Agreement constitutes approval of the service area set out in attached Exhibit “A”. EXECUTED this __________ day of ____________, 20____. COUNTY: AGENCY: Denton County, Texas Sanger Fire Department 1 Courthouse Drive, Suite 3100 City of Sanger Denton, Texas 76208 P.O. Box 1729 Sanger, Texas 76266 By: By: Andy Eads Name _________________________ Denton County Judge Title __________________________ ATTEST: APPROVED AS TO CONTENT: By: By: Denton County Clerk Denton County Fire Marshal AUDITOR’S CERTIFICATE I hereby certify that funds are available in the amount of $ to accomplish and pay the obligation of Denton County under this Agreement. Denton County Auditor 40 Item 5. 41 Item 5. CITY COUNCIL COMMUNICATION DATE: Date of meeting FROM: Clayton Gray, Chief Financial Officer AGENDA ITEM: Consideration and possible action on a contract with Republic Services for solid waste and recycling services and authorizing the City Manager to execute the contract and all necessary documents. SUMMARY:  The City’s current contract with Waste Connections expires December 31, 2023.  City Council approved issuing an RFP for service on September 5, 2023.  Five proposals were received to the RFP.  The City Council selected Republic Services on October 16, 2023.  The contract is from January 1, 2024, through December 31, 2028. FISCAL INFORMATION: Budgeted: N/A Amount: N/A GL Account: N/A RECOMMENDED MOTION OR ACTION: Staff recommends approval. ATTACHMENTS:  Agreement for Solid Waste and Recycling Services 42 Item 6. AGREEMENT FOR SOLID WASTE AND RECYCLING SERVICES This Agreement for Solid Waste and Recycling Services (this "Agreement") is made and entered into by and between the City of Sanger Texas, a home-rule Texas Municipal Corporation ("the City") and Allied Waste Systems, Inc. dba Republic Services of Lewisville, a Texas Limited Liability Corporation ("Contractor"), located in Lewisville, Texas (collectively, “the Parties”). WITNESSETH: WHEREAS, the City seeks to contract for Solid Waste and Recycling Services for the benefit of the citizens of the City of Sanger; and WHEREAS, the City has received a proposal from Republic Services to provide Solid Waste and Recycling Services; and WHEREAS, the City has selected the bid from Republic Services as the best value for the providing Solid Waste and Recycling Services; NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and the City, agree as follows: 1. Scope of Services. Contractor shall be bound by the terms and conditions described in the Request for Proposal issued by the City attached hereto and incorporated herein by reference as Exhibit A and Contractor’s response (“the Proposal”) attached hereto and incorporated herein by reference as Exhibit B. 2. Commencement of Operations. Contractor shall begin immediately upon receipt of a fully executed copy of this Agreement and the receipt of a Notice to Proceed from the City of Sanger. 3. Compensation. In consideration for the work performed by Contractor, the City to the amounts and manner indicated on the documents attached hereto and incorporated herein in Exhibit B with a yearly increase of four percent (4%).. 4. WARRANTY AND DEGREE OF CARE. CONTRACTOR WARRANTS THE MATERIALS USED SHALL BE FREE OF DEFECT OR FAILURE FOR A PERIOD OF AT LEAST ONE YEAR FROM THE DATE OF COMPLETION OF THE SERVICES AND THAT ALL SERVICES PROVIDED BY CONTRACTOR SHALL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER IN ACCORDANCE WITH THE SPECIFICATIONS OF THIS AGREEMENT AND IN ACCORDANCE WITH THE DEGREE OF CARE AND SKILL ORDINARILY EXERCISED UND ER SIMILAR CIRCUMSTANCES BY COMPETENT CONTRACTORS IN TEXAS APPLICABLE TO THE TYPE OF SERVICES CONTEMPLATED HEREUNDER. IN 43 Item 6. THE EVENT ANY DEFECT IS DISCOVERED OR DEVELOPS IN MATERIALS PROVIDED BY CONTRACTOR OR WORK PERFORMED BY CONTRACTOR WITHIN ONE YEAR AFTER COMPLETION OF THE SERVICES, CONTRACTOR WILL REPAIR OR REPLACE ANY SUCH MATERIALS OR WORK SO THAT IT IS NOT DEFECTIVE AND MEETS THE REQUIREMENTS OF THIS AGREEMENT. 5. Confidentiality and Ownership of Documents. Contractor shall keep confidential information and documents provided by the City confidential and shall not release them without the consent of the City. Upon completion of the Renovations and payment of the Compensation owed, all documents created for the City pursuant to this Agreement shall be the property of the City and shall be provided to the City by Contractor. 6. INDEMNIFICATION. CONTACTOR SHALL DEFEND, INDEMNIFY, AND HOLD CITY (OR ANY OF CITY’S REPRESENTATIVES OR EMPLOYEES), FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DEMANDS, LOSSES, DAMAGES, COSTS OR EXPENSE TO ALL PERSONS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES) TO THE EXTENT ARISING OUT OF RESULTING FROM OR OCCURRING IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES THAT IS (I) ATTRIBUTABLE TO ANY BODILY OR PERSONAL INJURY, SICKNESS, DISEASES OR DEATH OF ANY PERSON OR ANY DAMAGE OR INJURY TO OR DESTRUCTION OF REAL OR PERSONAL PROPERTY (OTHER THAN THE WORK ITSELF) INCLUDING THE LOSS OF USE THEREOF, AND (II) CAUSED IN WHOLE OR IN PART BY NEGLIGENT, STRICT LIABILITY OR OTHER ACT OR OMISSION OF CONTRACTOR, ANY SUBCONTRACTOR OR SUPPLIER, THEIR RESPECTIVE AGENTS OR EMPLOYEES OR ANY OTHER PARTY FOR WHOM ANY OF THEM MAY BE LIABLE REGARDLESS OF WHETHER SUCH IS CAUSED IN PART BY THE NEGLIGENT, STRICT LIABILITY OR OTHER ACT OR OMISSION OF A PARTY OR PARTIES INDEMNIFIED HEREUNDER. COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT OF CITY’S NEGLIGENCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE EXTENT THAT ANY EMPLOYEE OF COMPANY ASSERTS A CLAIM AGAINST THE CITY THAT WOULD HAVE BEEN BARRED UNDER WORKERS' COMPENSATION INSURANCE, COMPANY SHALL BE SOLELY RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY AND HOLD CITY (OR ANY OF CITY'S REPRESENTATIVES OR EMPLOYEES), FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DEMANDS, LOSSES, DAMAGES, COSTS OR EXPENSE FOR ANY SUCH CLAIMS NOTWITHSTANDING THE FACT THAT COMPANY IS A NON-SUBSCRIBER TO WORKERS' COMPENSATION INSURANCE IN THE STATE OF TEXAS. SAID INDEMNITY AND 44 Item 6. HOLD HARMLESS AGREEMENT SHALL ALSO APPLY TO CLAIMS ARISING FROM ACCIDENTS TO COMPANY, ITS AGENTS OR EMPLOYEES, WHETHER OCCASIONED BY COMPANY OR ITS EMPLOYEES, THE CITY OR ITS EMPLOYEES OR BY ANY OTHER PERSON OR PERSONS. IN THE EVENT OF JOINT OR CONCURRENT NEGLIGENCE OF BOTH COMPANY AND THE CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO COMPANY OR THE CITY UNDER TEXAS LAW. THE CITY SHALL BE RESPONSIBLE FOR ITS NEGLIGENCE AND COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT OF THE CITY’S NEGLIGENCE. THE INDEMNIFICATION OBLIGATION SHALL NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER THE WORKERS’ OR WORKMEN’S COMPENSATION ACTS, DISABILITY ACTS OR OTHER EMPLOYEE BENEFIT ACTS. 7. Insurance. Contractor shall be solely responsible for any insurance required under the terms of the agreement, including, but not limited to, payment of premium and deductibles whether or not the City is an additional insured, via blanket form endorsement, under the policies, except workers compensation, or other state-approved program/employer’s and for any additional insurance it deems necessary. City does not and shall not carry insurance policies covering the contractor. Contractor must notify City in writing at least thirty (30) days prior to any non-renewal of or material change in the insurance coverage(s) required by this contract. Contractor shall ensure that the insurance coverage required under the contract is obtained and maintained to cover its work hereunder. City shall retain the right, at any time, to review coverage, and amount of insurance coverage, via an ACORD 25 Certificate of Insurance. The procuring of the required policy or policies of insurance shall not be construed to limit contractor’s liability to fulfill the requirements under this contract. Notwithstanding said policy or policies of insurance, Contractor shall be obligated for the full and total amount of any damages, injury, or loss caused by the action or inaction of the successful Contractor in connection with this contract. All insurance certificates and ACORD 25 certificates shall be received and approved by City before the Contractor will be allowed to commence or continue work. Notice of accident (occurrence) and claim shall be given to the insurance company and City as soon as practicable after notice to the insured of any incident (occurrence) or claim. The obligations of Contractor pursuant to this section shall survive the expiration or termination of this contract. Failure to comply with any term of this section is a breach of this contract and may result in the termination of this contract. A. Workers’ Compensation and Employers’ Liability: i. State of Texas: $1,000,000 Each Accident ii. Employer’s Liability: $100,000 Each Accident $500,000 Disease-Policy Limit 45 Item 6. $100,000 Disease-Each Employee iii. Waiver of Subrogation via blanket-form endorsement Contractor shall furnish the City with an original Accord 25 certificate of insurance supplemented with the applicable blanket form endorsements, but not limited to, the additional insurance endorsements, evidencing that such coverages are in effect. Such Certificate: (1) will also be supplemented with blanket form endorsements, except Workers Compensation, or other state approved program/Employer’s Liability, stipulated to provide (30) days prior written notice of cancellation to the City; (ii) shall show the City as an additional insured on page two of the certificate and the certificate shall be supplemented with additional blanket-form endorsements on all policies other than Worker’s Compensation, or other state approved program ; and, (iii) shall contain waivers of subrogation in favor of the City (excluding Worker’s Compensation policy) except with respect to the sole negligence or willful misconduct of the City. B. Commercial General Liability: i. Bodily Injury & Property ii. Damage General Aggregate Limit: $1,000,000 iii. Personal & Advertising Injury Limit $500,000 iv. Each Occurrence Limit $1,000,000 C. Commercial Automobile Liability Limits: i. Bodily Injury & Property Damage Combined Single Limit: $1,000,000 Contractor shall procure and maintain in force during the terms of this contract, at its own cost, the above minimum insurance or other state approved coverage. 8. Non-Discrimination. Contractor hereby agrees to refrain from any activity in the performance of this Agreement that discriminates against any person or persons based upon race, color, creed, national origin, religion, sex, or communicable disease, in accordance with present federal and state laws. 9. Definitions i. Unacceptable Waste. Unacceptable Waste means: (1) Hazardous Waste; (2) radioactive, volatile, corrosive, highly flammable, explosive, biomedical, infectious, biohazardous, or toxic waste as defined by Applicable Law; or (3) any otherwise regulated waste. ii. Hazardous Waste. Hazardous waste includes, but is not limited to, any amount of waste listed or characterized as hazardous by the United States 46 Item 6. Environmental Protection Agency or any state agency pursuant to RCRA, and including future amendments thereto, and any other Applicable Law. iii. Recyclable Material. Recyclable Material consists of any material or substance at City Locations that can be put to beneficial re-use or sold in recognized markets for purposes other than disposal, including, without limitation, uncontaminated non-hazardous corrugated cardboard, white paper, newsprint, and other paper; plastics and plastic film; ferrous and non-ferrous metals; and glass. iv. Solid Waste. Solid Waste is any nonhazardous solid waste generated at City Locations that is not excluded by the provisions of this Agreement. Solid Waste shall not include any Unacceptable Waste. v. Waste Material. Waste Material is all Solid Waste and Recyclable Material that are not excluded by this Agreement. Waste Material does not include any Unacceptable Waste. vi. Applicable Law. Applicable Law means any applicable law (whether statutory or common), including statutes, ordinances, regulations, rules, governmental orders, governmental decrees, judicial judgments, constitutional provisions, and requirements of any kind and nature promulgated or issued by any governmental authority claiming or having jurisdiction. vii. Title to Waste. Contractor shall acquire title to Waste Materials when they are loaded into Contractor’s truck. Title to and liability for any Unacceptable Waste shall remain with the customer and shall at no time pass to Contractor. viii. Right of Refusal: If anything listed as an Unacceptable Waste is discovered before it is collected by Contractor, Contractor may refuse to collect the entire pick-up that contains those items. In such situations, Contractor shall contact the City and the City shall promptly undertake appropriate action to ensure that such items are removed and properly disposed of by the depositor or generator of the items. In the event such items are present but not discovered until after it has been collected by Contractor, Contractor may, in its sole discretion, remove, transport, and dispose of such items at a facility authorized to accept those items, in accordance with Applicable Law and charge the depositor or generator for all direct and indirect costs incurred due to the removal, remediation, handling, transportation, delivery, and disposal of those items. The City shall provide all reasonable assistance to Contractor to conduct an investigation to determine the identity of the depositor or generator of 47 Item 6. those items and to collect the costs incurred by Contractor in connection with such items. Subject to the City’s providing all such reasonable assistance to Contractor, Contractor shall release City from any liability for any such costs incurred by Contractor in connection with excluded items, except to the extent that the items are determined to be attributed to the City. ix. Specifications for all Recyclable Material. Recyclable Material shall comply with any and all specifications provided by Contractor in order to meet quality thresholds for commodity markets and be free of contamination. To the extent any type of Recyclable Material is received within the City limits is rejected by the recycling facility or is not of the intended quality or grade, Contractor will notify the City and City shall pay any damages, costs, and penalties incurred by Contractor due to such rejection or lesser quality or grade, to include transportation and disposal costs for the residual material. If market conditions develop that limit or inhibit Contractor from selling some or all of the Recyclable Materials, Contractor may (i) suspend or discontinue any or all Recycling services, or (ii) dispose of the Recyclable Material in a landfill and update the City’s rates accordingly. x. Changes in Market Conditions. If market conditions develop that limit or inhibit Contractor from selling some or all of the Recyclable Material, Contractor may at its option and upon notice to City (i) redefine Recyclable Material, (ii) suspend or discontinue any or all Services, or (iii) dispose of the Waste Material in a landfill and update the pricing to City accordingly. Any such actions, if taken, may be reversed, or further changed as market conditions dictate. xi. Wavier of Claims. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. xii. Equipment: Except as otherwise indicated in the Contract, any equipment Contractor furnishes shall remain Contractor’s property. The City shall be liable it the extent allowable by law for all loss or damage to such equipment (except for normal wear and tear and for loss or damage resulting from Contractor’s handling of the equipment). The City shall use the equipment only for its proper and intended purpose and shall not overload (by weight or volume), move, or alter the equipment. The City shall provide safe, unobstructed access to the equipment on the scheduled collection day. The Contractor may charge an additional fee for any additional collection service required by the failure to provide access. xiii. Damage to Pavement: Contractor shall not be responsible for any damages 48 Item 6. to City’s pavement, curbing or other driving surfaces resulting from Contractor’s providing service at City locations, except to the extent caused by Contractor’s negligence. 10. Termination of Contract. In the event of a failure by either Party to perform any material provision of the contract, a Party shall give written notice of such failure to the breaching Party along with a thirty (30) day notice (the “cure period”) to correct such breach. The Party may terminate the contract after such a cure period if the Party has not adequately corrected such breach in accordance with the contract and the Party so notifies the breaching Party in writing of such termination action. Upon the effective date of termination as contained in the notice, the Party shall, unless the notice directs otherwise, immediately discontinue all Services in connection with the contract. At such time, the Party shall pay the Party only for charges and fees in which Services performed or Provide Services in or before such termination date. i. In the event that the City or the Contractor fails to perform any of the material provisions of the contract, the appropriate Party shall promptly notify the other Party of its noncompliance, stating with particularity the facts relating thereto and the period of time the Party has to comply. Thereafter, if the event or condition is not corrected or otherwise made to comply with the terms of the contract within the period of time specified by the Party, the same is a violation of the contract, subject to the non-compliance penalty set forth in the contract. This remedy is hereby expressly made cumulative of other remedies available to the Parties, at law or in equity, for the breach of the contract. ii. In the event such termination occurs due to the acts of the Contractor, the City may exercise its rights under the successful Contractor’s performance bond and procure the services of another waste services provider to complete the work covered under the contract for the remainder of the time period covered by the initial term of the contract or extension thereof. iii. If the City determines, and notifies the Contractor, that such default poses an immediate threat to the health or safety of any person or to any property interest, and if the Contractor has not cured such default within twenty-four (24) hours after receipt of such notice, the City shall have the right to perform or cause to be performed all or part of the work necessary to cure such default. In the event that the City performs such work, or caused it to be performed, the Contractor shall compensate the City for the cost thereof. 49 Item 6. iv. The City shall have the right to deduct any such compensation due to the City from any sums otherwise due and owing to the Contractor. The City may withhold all or part of any sums which would otherwise be due to the Contractor, but that relate to such default, either until such time as such default is cured or if such default cannot be cured, forever. 11. Independent Contractor. Contractor shall be fully responsible for its employees, including meeting all state and federal requirements for minimum wage, income tax withholding, workers' compensation, insurance, and all city, state, and federal requirements governing employer/employee relations. Contractor hereby certifies that it shall be and is in compliance with all such regulations, laws and requirements. Contractor shall also require its subcontractor to provide the same certification to the City. 12. No Third-Party Benefit. Nothing herein expressed or implied is intended, or shall be construed, to confer upon or give to any person or entity, other than the parties, any right or remedy under or by reason of this Agreement. 13. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas as to all matters, including but not limited to matters of validity, construction, effect and performance, without regard to conflict of law principles. All actions regarding this Agreement shall be in a court of competent subject matter jurisdiction Denton County, Texas. 14. Severability. If any clause or provision of this Agreement is held invalid, illegal or unenforceable under present or future federal, state or local laws, including but not limited to the City Code of the City, then and in that event it is the intention of the parties hereto that such invalidity, illegality or unenforceability shall not affect any other clause or provision hereof and that the remainder of this Agreement shall be construed as if such invalid, illegal, or unenforceable clause or provision was never contained herein. 15. Notices/Insurance/Bonds. All notices, bonds, consents, demands, insurance, requests and other communications which may or are required to be given hereunder shall be in writing and shall be deemed duly given if personally delivered or sent by United States mail, registered or certified, return receipt requested, postage prepaid, to the addresses set forth hereunder or to such other address as the other party hereto may designate in written notice transmitted in accordance with this provision. In case of the City, to: City of Sanger Attention: City Manager 50 Item 6. P.O. Box 1729 Sanger, TX 76266 With courtesy email copy to jnoblitt@sangertexas.org In case of Contractor, to: Cheryl Brock 551 Huffines Blvd Lewisville, TX 75056 With courtesy copy email to: cbrock@republicservices.com Entire Agreement. This Agreement and its exhibits contain the entire agreement between the parties with respect to the subject matter hereof and supersede any and all other discussions, agreements and understandings, either oral or written, between the parties with respect to the subject matter hereof. In the event of a dispute under this agreement, the applicable documents will be referred to for the purpose of clarification or for additional detail in the following order of precedence: (1) this Agreement; (2) the Request for Proposal; (3) the Response to the Request for Proposal from the Contractor. 16. Amendment. No amendment to this Agreement shall be effective unless in writing signed by both parties. 17. Compliance with Laws. Contractor shall comply with all applicable federal, state, and local laws applicable to the renovations to be performed under this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in duplicate originals and effective as of the day of , 202_ (“the Effective Date”). CONTRACTOR: ______________________________ LLC By: __________________ Name: ________________________ Title: ________________________ THE CITY OF SANGER By: _________________________ 51 Item 6. Name: ______________________ Title:________________________ Approved as to Form _________________________ Hugh Coleman City Attorney City of Sanger Attest: _______________________ By: City Secretary 52 Item 6. EXHIBIT LIST: EXHIBIT “A” – City of Sanger Request for Proposal for Solid Waste and Recycling Services EXHIBIT “B” – Republic Services Response to Request for Proposal for Solid Waste and Recycling Services 53 Item 6.