HomeMy WebLinkAboutContract 28336-A6City Secretary Contract Number 28336-A6 Execution Copy
STATE OF TEXAS §
KNOW ALL PERSONS BY THESE PRESENTS:
COUNTIES OF TARRANT, DENTON
JOHNSON, PARKER AND WISE
SIXTH AMENDMENT TO THE AGREEMENT TO LEASE AND OPERATE
SOUTHEAST LANDFILL BY AND BETWEEN THE CITY OF FORT WORTH, TEXAS,
AS LESSOR, AND ALLIED WASTE SYSTEMS, INC. d/b/a FORT WORTH SOUTHEAST
LANDFILL, AS LESSEE
- - -- This SIXTH--AMENDMENT--TO THE- AGREEMENT---TO—LEASE -AND - OPERATE
SOUTHEAST LANDFILL BY AND BETWEEN THE CITY OF FORT WORTH, TEXAS, AS
LESSOR, AND ALLIED WASTE SYSTEMS, INC. d/b/a FORT WORTH SOUTHEAST
LANDFILL, AS LESSEE (this "Sixth Amendment") is entered into as of the 24 day of July, 2025 (the
"Amendment Effective Date"), by and between the CITY OF FORT WORTH, TEXAS, a home -rule
municipal corporation of the State of Texas, acting herein by and through its Assistant City Manager,
Valerie Washington (the "C" ), and ALLIED WASTE SYSTEMS, INC., a Delaware corporation, duly
authorized to do business in the State of Texas, acting by and through its duly authorized representative
("Lessee').
WITNESSETH:
WHEREAS, the City and Lessee entered into that certain Agreement to Lease and Operate
Southeast Landfill, known as City Secretary Contract No. 28336, as amended (the "Lease and Operating
Agreement'), dated as of January 28, 2003, for the lease and operation of the City's Southeast Landfill,
pursuant to the terms of that certain RFP 02-0087 (the "RFP"), issued by the City; and
WHEREAS, Section 2.08 of the Lease and Operating Agreement provides that the rights to
beneficially use or commercially exploit landfill gas generated from the Southeast Landfill will be by
mutual agreement of the City and Lessee; and
WHEREAS, the City and Archaea Energy Operating, LLC, a Delaware limited liability company
("Developer'), desire to enter into that certain Landfill Gas Rights Development Service Agreement (the
"Landfill Gas Rights Development Service Agreement"), whereby Developer will develop, construct,
own, operate and maintain a facility at the Southeast Landfill for the beneficial use and commercial
exploitation of landfill gas generated from the Southeast Landfill (the "LFG Project"); and
WHEREAS, the City and Lessee have negotiated amendments to the Lease and Operating
Agreement in connection with reaching a mutual agreement relating to the LFG Project and the City's
execution of the Landfill Gas Rights Development Service Agreement; and
WHEREAS, Lessee will sublease a portion of the Southeast Landfill to Developer in connection
with the Landfill Gas Rights Development Service Agreement and the LFG Project and the City consents
to the sublease; and
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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WHEREAS, on June 10, 2025, the Fort Worth City Council (through Mayor and Council
Communication 25-0540) authorized the execution of this Sixth Amendment regarding all of the matters
set forth herein; and
WHEREAS, the City and Lessee desire to amend the Lease and Operating Agreement as set forth
herein; and
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed, the City and Lessee agree as follows:
TERMS AND CONDITIONS
1. Recitals; Capitalized Terms. The recitals set forth above are true and correct and are
hereby incorporated herein by reference. Any capitalized terms used in this Sixth Amendment but not
defined in this Sixth Amendment have the same meaning ascribed to such capitalized terms in the Lease
and Operating Agreement.
2. Southeast Landfill Definition and Description. From and after the Amendment
Effective Date, City and Lessee shall work together in good faith to prepare a description of the Southeast
Landfill, which may include a metes and bounds description and a depiction thereof which, upon the
mutual written agreement of City and Lessee shall be set forth in a written amendment to the Lease to be
signed by both parties.
3. Title to Landfill Gas. The first sentence of Section 2.07 of the Lease and Operating
Agreement is amended in its entirety to be and read as follows:
SECTION 2.07. Mining and Mineral Rights. The City shall retain ownership of all mining
and mineral rights to the Southeast Landfill, including (without limitation) oil and gas (of all kinds,
including landfill gas), gravel, soil, clay, and other minerals, materials, or substances of any nature
whatsoever found in, on or under the Southeast Landfill, or produced by any use of the Southeast
Landfill (whether by the Lessee, the City, or some third party or natural causes).
4. Initial Term. Section 3.01 of the Lease and Operating Agreement is amended and restated
in its entirety to be and read as follows:
SECTION 3.01. Initial Term. The initial term of this Agreement (the "Initial Term")
shall commence on the Contract Date and shall expire on the earlier of (i) the last day of
the Useful Life of the Southeast Landfill, or (ii) the date this Agreement is terminated
pursuant to Article XIV or otherwise as permitted herein.
5. Renewal Term. Section 3.02 of the Lease and Operating Agreement is deleted in its
entirety and all references to "Renewal Term" in the Lease and Operating Agreement are deleted in their
entirety and disregarded for purposes of the Lease and Operating Agreement.
6. Landfill Environmental Fee. Section 7.03 of the Lease and Operating Agreement is
amended in its entirety to be and read as follows:
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SECTION 7.03. Landfill Environmental Fee. The Lessee shall charge all Persons that
deliver Non -City Waste to the Southeast Landfill a tipping fee quoted on a per Ton basis as weight
in accordance with this Agreement as follows:
Beeinnint! Date
March 1, 2025
October 1, 2025
__._ __ _October 1, 2026.
October 1, 2027
October 1, 2028
October 1, 2029
Grant of Privilege Non -Grant of Privilege
Transporters
$6.00 per Ton
$6.50 per Ton
$7.00 per Ton____
$7.50 per Ton
$8.00 per Ton
$8.50 per Ton
Transporters
$12.00 per Ton
$12.50 per Ton
_ _$13.00.per Ton _
$13.50 per Ton
$14.00 per Ton
$14.50 per Ton
Effective October 1, 2030, and each anniversary thereafter, such fee per Ton may be increased above the
previous year's landfill environmental fee by $0.50 per Ton per calendar year plus a percentage based on
the percentage change in the Consumer Price Index, series CUUROOOOSEHGO2 CPI-U Garbage & Trash
Collection Services, US City Average, not seasonally adjusted, as published by the United States
Department of Labor, Bureau of Labor Statistics ("CPI-U"). Notwithstanding anything to the contrary, as
calculated, such increase of such fee shall not exceed a total of $1.00 per Ton per year. The CPT-U
adjustment shall be based on the average monthly percentage change in the CPI-U over the applicable 12-
month measurement period from February to January.
7. Sublease and Easements for the LFG Proiect. Pursuant to Section 7.01 of the Lease and
Operating Agreement, the City consents to: (a) the use of the Southeast Landfill for the LFG Project, and
(b) the execution of a sublease agreement between Lessee and Developer whereby Developer subleases
real property at the Southeast Landfill for the development, construction, and operation of the LFG Project,
a copy of which is attached hereto as Attachment 1. All easements necessary for Developer to perform its
obligations under the Landfill Gas Rights Development Service Agreement, and pursuant to Article II of
the Lease and Operating Agreement, shall be granted to Developer only upon the authorization of the Fort
Worth City Council, or City Council designee, such authorization to not be unreasonably withheld,
conditioned or delayed.
8. Notice.
The City's address as identified in Section 15.01(a) of the Lease and Operating Agreement is hereby
deleted and replaced in its entirety as follows:
City Manager's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, TX 76102
With a copy to:
City Attorney
City of Fort Worth
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100 Fort Worth Trail
Fort Worth, TX 76102
Lessee's address as identified in Section 15.01(b) of the Lease and Operating Agreement is hereby deleted
and replaced in its entirety as follows:
Allied Waste Systems, Inc.
13630 Fondren Rd
Houston, TX 77085
Attn: Area President
With a copy to:
Through 1/31/2026:
Allied Waste Systems, Inc
c/o Republic Services, Inc.
18500 North Allied Way
Phoenix, AZ 85054
Attn: Chief Legal Officer
After 2/1/2026:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
5353 E. City North Drive
Phoenix, AZ 85054
Attn: Chief Legal Officer
9. Conflictina Terms. In the event of a conflict between the terms or provisions of this Sixth
Amendment and the terms and provisions of the Lease and Operating Agreement, the terms and
provisions of this Sixth Amendment will control and prevail.
10. Ratification. Except as specifically provided in this Sixth Amendment, each and every term and
provision of the Agreement shall be unamended and all terms and provisions of the Lease and
Operating Agreement remain in full force and effect and are hereby ratified by the parties hereto
in all respects.
11. Counterparts: Electronic Signatures; Bindine Nature. This Sixth Amendment may be executed
in multiple counterparts by the parties hereto. All counterparts so executed shall constitute one
agreement binding upon all of the parties hereto, notwithstanding that all of the parties hereto are
not signatories to the original or the same counterpart. Each counterpart shall be deemed an original
to this Sixth Amendment, all of which shall constitute one agreement to be valid as of the
Amendment Effective Date. Each party hereto agrees that this Sixth Amendment and any other
documents to be delivered in connection herewith may be electronically signed, and that any
electronic signatures appearing on this Sixth Amendment, or such other documents are the same
as handwritten signatures for the purposes of validity, enforceability, and admissibility. The
provisions hereof are binding upon and inure to the benefit of the parties hereto and their respective
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successors and assigns and this Sixth Amendment and the Lease and Operating Agreement
constitute the entire understanding between the parties hereto in respect to the subject matter
hereof.
[Signature page to follow]
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IN WITNESS WHEREOF, this Sixth Amendment has been executed effective as of the Amendment
Effective Date. '
LESSEE:
ALLIED WASTE SYSTEMS, INC.
By: Brady Loesch(jut 77568:25:06 CDT)
its: Brady Loesch, Vice President
Date Signed: 07/23/2025
CITY:
CITY OF FORT WORTH, TEXAS
Valerie Washington (Jul 23, 2025 13:05:06 CDT)
Valerie Washington
Assistant City Manager
Date Signed: 07/23/2025
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Jannette Goodall
City Secretary
APPROVED AS TO FORM AND LEGALITY:
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M. Kevin Anders, II
Assistant City Attorney
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible for the monitoring and administration
of this contract, including ensuring all per performance and reporting requirements.
Chr&im 6tavlier
Christian Harper (Jul 23, 2025 Oe28:29 CDT)
Name: Christian Harper
Contract Services Administrator
M&C: 25-0540
Form 1295: N/A OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
[Signature Page — Sixth Amendment to the Agreement to Lease and Operate Southeast Landfill]
Attachment 1
City Secretary Contract Number 28336-SL1 Execution Copy
SITE SUBLEASE AGREEMENT
Southeast Landfill (the "Landfill")
THIS SITE SUBLEASE AGREEMENT (this "Sublease") is entered into this 24th day
of July, 2025, between ALLIED WASTE SYSTEMS, INC., a Delaware corporation
("Sublessor"), and ARCHAEA ENERGY OPERATING LLC, a Delaware limited liability
company ("Sublessee"). Except as otherwise expressly set forth in this Sublease, capitalized terms
not otherwise defined herein shall have the meaning given those terms in the LFG Agreement (as
defined below) as the same shall apply to the RNG Production Facility at the Site (as defined
below).
RECITALS
WHEREAS, the City of Fort Worth, Texas, a home rule municipal corporation of the
state of Texas ("Lessor") and Sublessor entered into that certain Agreement to Lease and Operate
Southeast Landfill, known as City Secretary Contract No. 28336 (the "Original Agreement"),
dated as of January 28, 2003, for the lease of the Lessor's property located at 6288 Salt Road, Fort
Worth, Texas, 76410 and known as the Southeast Landfill (the "Landfill"), pursuant to the terms
of that certain RFP 02-0087 (the "RFP"), issued by the Lessor; and
WHEREAS, Lessor and Sublessor entered into that certain First Amendment to the
Original Agreement known as City Secretary Contract No. 32407 (the "First Amendment"), on or
about September 25, 2005; and
WHEREAS, Lessor and Sublessor entered into a Second Amendment to the Original
Agreement known as City Secretary Contract No. 28336-A2, entered into on or about December
28, 2009 (the "Second Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Third Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A3, entered into as of September
27, 2013 (the "Third Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Fourth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A4, entered into on or about
April 29, 2019 (the "Fourth Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Fifth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A5, last executed by the Lessor
on the date of May 1, 2023 (the "Fifth Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Sixth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A6, entered into as of
Julv 24 , 2025 (the "Sixth Amendment" and together with the Original Agreement, the
First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and
the Fifth Amendment, the "Lease"); and
WHEREAS, Lessor and Sublessor entered into that certain Mutual Agreement Regarding
Beneficial Use of Landfill Gas, entered into as of July 24 , 2025 (the `Beneficial Use
Agreement"), which sets forth the Lessor's and Sublessor's mutual agreement to the landfill gas
development project to be developed at the Landfill pursuant to the LFG Agreement (defined
below); and
WHEREAS, a copy of the Lease has been provided to Sublessee prior to the date of this
Sublease; and
WHEREAS, pursuant to Section 2.08 of the Lease, Lessor and Sublessee are parties to
that certain Landfill Gas Rights Development Service Agreement dated July 24 , 2025
(the "LFG Agreement"), with respect to the beneficial use and commercial exploitation of the
landfill gas generated and collected from the Landfill ("Landfill Gas"); and
WHEREAS, Sublessee desires to sublease a portion of the Landfill from Sublessor
generally described in Schedule A attached hereto and incorporated herein (the "Site"), and
Sublessor desires to sublease the Site to Sublessee, on the terms and provisions set forth herein;
and
WHEREAS, the parties acknowledge that Lessor's consent to this Sublease is required by
the Lease, and the effectiveness of this Sublease is conditioned upon the receipt of such consent
by Lessor simultaneously with the execution of this Sublease in a form acceptable to Sublessor in
its sole discretion (the "Lessor Consent"). Accordingly, Lessor shall, concurrently with the
execution of this Sublease, j oin the Sublease for the sole purposes of providing the Lessor Consent.
TERMS AND CONDITIONS
NOW, THEREFORE, for valuable consideration, the parties agree as follows:
I. Pronertv Description: Sublease; Relocation and Survev.
(a) In consideration of the rent and covenants herein stipulated to be paid and
performed by Sublessee, Sublessee's execution of the LFG Agreement, and subject to the receipt
by Sublessor of the Lessor Consent, Sublessor does hereby grant, demise, and sublease unto
Sublessee the Site solely for the Permitted Use (defined below), including, without limitation,
designing, constructing, owning, and operating the RNG Production Facility on the Site
("Sublessee's Facilities"), together with the non-exclusive right to use such roadways leased by
Sublessor under the Lease which are reasonably necessary to access the Site. The Site is subleased
to Sublessee in "as -is, where -is" condition, and Sublessee accepts the Site in its current condition.
Sublessor shall have no obligation to make any improvements to the Site before or during the Term
of this Sublease.
(b) This Sublease and Sublessor and Sublessee's rights and obligations pursuant
to this Sublease are subject and subordinate at all times to the Lease and to all of the covenants
and agreements of the Lease. Sublessee agrees not to do, permit or tolerate anything to be done
on the Site or in connection with Sublessee's use or occupancy of the Site which would violate any
P)
covenant or agreement set forth in the Lease or would cause Sublessor to be in default under the
Lease. Sublessee expressly agrees that, if Sublessor's tenancy, control, or right to possession of
the Site shall terminate by expiration, forfeiture, cancellation, surrender, foreclosure, or by virtue
of any other agreement or in any other manner, then this Sublease shall thereupon terminate. As
a material consideration hereof, Sublessee does hereby waive and release Sublessor and its
Affiliates from any and all claims for damages or otherwise which Sublessee may have, claim, or
acquire by reason or as a result of any termination of this Sublease caused by reasons beyond
Sublessor's reasonable control. Sublessee further agrees that Sublessee shall, at any time and from
time to time, upon demand, execute, acknowledge, and deliver such further reasonable instrument
or instruments as shall be desired to more conveniently and certainly evidence the subordination
hereinabove provided. Notwithstanding anything to the contrary set forth herein, in no event shall
Sublessee have any rights of Sublessor under the Lease, it being expressly agreed to by Sublessor
and Sublessee that this Sublease shall be separate, distinct and independent of the any rights of
Sublessor under the Lease.
(c) Notwithstanding anything in this Sublease to the contrary, Sublessee
understands and agrees that Sublessor's primary interest and obligation is the safe and efficient
operation of the Landfill, in compliance with Applicable Laws (such term as used in this Sublease
shall have the meaning set forth in the Lease) and permit conditions, and that any obligations of
Sublessor to Sublessee hereunder shall remain secondary to the operation, management, permits,
and/or compliance with Applicable Laws of or relating to the Landfill, and the collection and
disposal of waste at the Landfill (including the decision regarding waste acceptance and disposal).
For purposes of this Section 1(c), the operation of the Landfill shall be deemed to include, without
limitation, the operations of any affiliate of Sublessor and any third party (or any affiliated or
successor entity engaged in similar or related activities) at the Landfill. Notwithstanding anything
in this Agreement to the contrary, Sublessee's rights and interests under this Sublease, shall not
interfere with Sublessor's compliance with any permits, licenses, approvals or authorizations,
Applicable Laws related to any of the Landfill, or with the lawful and safe operation of any of the
Landfill, including, without limitation, the design, division, construction, operation, expansion
(vertical or horizontal), maintenance, and monitoring of any of the collection systems and/or the
Landfill, or the closure, and post -closure of the Landfill. Notwithstanding anything in this
Sublease to the contrary, Sublessor shall be free at all times to take any action Sublessor deems
necessary or desirable in accordance with the Lease and industry standard and prudent operating
practices, in Sublessor's sole and absolute judgment, in connection with any of the Landfill,
including, without limitation, any action required to comply with any Applicable Law, mitigate or
eliminate any thermal reaction within any of the Landfill or to respond to community concerns,
without regard to the effect of such action on the quantity or quality of Landfill Gas extracted from
the Landfill. Sublessor may operate its blowers and flares independent of Sublessee, if Sublessor
deems it necessary. Subject to this Section 1(c), Sublessor and Sublessee will work together in
good faith to attempt to minimize adverse impacts to the collection of Landfill Gas with respect to
flow and Sublessee's operations resulting from Sublessor's primary interest and obligation;
provided, however, that nothing in this Sublease shall (a) require Sublessor to incur costs or
expenses in taking any actions that are not required to be taken by Sublessor in this Sublease with
respect to compliance with Applicable Laws and permits relating to the Landfill and Sublessor's
operations (without taking into account Sublessee's activities for purposes of making the foregoing
determination), or (b) alter the types or quantities of waste received of and disposed of at the
3
Landfill (including ceasing or reducing disposal of waste which does not generate any or sufficient
Landfill Gas or inhibits the generation of Landfill Gas or changes the chemical composition or
attributes of the Landfill Gas). Notwithstanding anything to the contrary set forth in this Sublease,
(i) in the event of any action or event which (A) in the reasonable judgment of Sublessor may
create a health or safety emergency at the Landfill or the RNG Production Facility or (B) in the
reasonable judgment of Sublessor may cause damage to the Landfill or the RNG Production
Facility (including any equipment), or (ii) if the delivery of Landfill Gas to Sublessee pursuant to
the terms of the LFG Agreement may, in the reasonable judgment of Sublessor, result in non-
compliance with any Applicable Law, then Sublessor may, in addition to any other remedy it may
have under this Sublease, cease delivery of Landfill Gas to Sublessee, as applicable, during the
existence of any of the foregoing circumstances or conditions, and the suspension of the delivery
of Landfill Gas pursuant to the terms of this sentence shall not be a breach of this Sublease and
shall not give rise to any liabilities or obligations of Lessor or Sublessor to Sublessee under this
Sublease or otherwise, including, without limitation, consequential or special damages; provided
that in such circumstances, Sublessee shall be relieved from its corresponding duties hereunder
related to the receipt and processing of Landfill Gas at the RNG Production Facility.
(d) The parties agree that Sublessee shall, at Sublessee's sole cost and expense,
commission an ALTA survey (the "Survey") of the Site within one hundred and twenty (120) days
of the Commercial Operations Date applicable to the RNG Production Facility at the Site. The
Survey shall be acceptable to Lessor, Sublessee, and Sublessor, and certified to each Lessor,
Sublessor and Sublessee, and such other parties as Lessor, Sublessor and Sublessee shall designate.
Sublessor shall reasonably cooperate with Sublessee in obtaining the Survey and shall provide the
most recent boundary survey and title insurance policy to the extent the same exists and is
available. Upon completion of the Survey, Sublessee shall deliver a copy to Lessor and Sublessor,
and upon written approval of same by Sublessor, the metes and bounds legal description of the
Site set forth therein shall replace and supersede the description of the Site set forth on Schedule
A.
(e) To the extent permitted by the Lease, either party may file for record with the
recorder of the county in which the Landfill is located a recordable notice or memorandum of this
Sublease; provided that the form of notice or memorandum has been approved by Sublessor in
advance and in writing, which approval may not be unreasonably withheld. If Sublessee does not
record a termination or cancellation of any notice or memorandum of this Sublease within thirty
(30) days following the termination or expiration of this Sublease, Sublessor is hereby authorized
to do so as Sublessee's attorney -in -fact. If Sublessee's Facilities are relocated during the term
hereof, the parties shall record a revised memorandum that identifies the new location of the Site
and any related easements; provided that the form of notice or memorandum has been approved
by Sublessor in advance and in writing, which approval may not be unreasonably withheld.
2. Term. Subject to and conditioned upon the receipt of the Lessor Consent, the term of
this Sublease ("Term") shall commence on the date first set forth above and, unless earlier terminated
as provided herein, shall continue and remain in effect until the earlier to occur of (a) the expiration
or earlier termination of the Lease, or (b) the expiration or earlier termination of the LFG Agreement.
Notwithstanding anything to the contrary set forth in this Sublease, in the event Sublessee does
not have the right to purchase the Landfill Gas from the Landfill pursuant to the LFG Agreement
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or develop or operate the RNG Production Facility pursuant to the LFG Agreement at the Site, this
Sublease shall automatically terminate as of the date thereof. Sublessee shall surrender the Site at
the expiration or termination of this Sublease in the condition set forth in Section 5(d) below. For
avoidance of doubt, Sublessee shall not surrender the Site if Sublessee and Lessor have entered
into a lease which permits Sublessee to remain on the Site pursuant to the provisions of such lease,
and Sublessor is released in writing by the Lessor of any obligation to surrender and return the Site
to Lessor pursuant to the Lease.
3. Warranty of Title and Quiet Eniovment. Sublessor warrants that Sublessor has a
valid leasehold interest in the Site, and that subject to the receipt of the Lessor Consent, Sublessor
has all right and authority to make and perform this Sublease. Sublessor covenants that subject to
the receipt of the Lessor Consent, Sublessee and except for the rights of Lessor under the Lease,
so long as Sublessee observes and keeps the covenants of this Sublease on its part to be kept and
complies with the LFG Agreement, and so long as the LFG Agreement is in effect and subject to
the terms and conditions of the LFG Agreement, shall lawfully, peaceably and exclusively hold,
occupy and enjoy the Site during the term hereof, free from any interference caused by parties
claiming an interest by, through or under Sublessor.
4. Rent. Sublessor acknowledges payment in advance of rent for the term of this
Sublease, including any extensions thereof, in the sum of Ten Dollars ($10.00).
5. Use, Improvements and Equipment; Obligations in Respect of Proiect.
(a) The Site may be used by Sublessee solely for those purposes consistent with
the LFG Agreement and this Sublease (the "Permitted Use"). Pursuant to the LFG Agreement and
this Sublease, Sublessee shall, or shall cause a third party to, design, construct, and operate
Sublessee's Facilities on the Site, at its sole cost and expense. In connection therewith, and in
accordance with the LFG Agreement, Sublessee has the right, at its sole cost, to do all work
necessary to prepare, maintain and alter the Site for Sublessee's business operations, and Sublessee
shall provide Sublessor with at least ten (10) business days advance notice of any construction on
the Site, including the names of contractors and subcontractors involved in such construction.
(b) Subject to the terms, conditions and limitations contained in this Sublease,
the Lease, the Beneficial Use Agreement and the LFG Agreement, and for the consideration of
Royalty Payments paid to Sublessor, Sublessor shall deliver at the Delivery Point to Sublessee all
Landfill Gas collected by the Collection System from and after the Pre -Commercial Operations
Date of the RNG Production Facility; provided, however, that Sublessee may reject Landfill Gas
delivered to the Delivery Point, if Sublessee determines, in its sole discretion, that such Landfill
Gas is reasonably likely to (i) materially damage any part of the RNG Production Facilities, or (ii)
create a health or safety emergency at any RNG Production Facility; provided, further, Sublessee
shall have no obligation to receive and, Sublessor shall have no obligation to so deliver, Landfill
Gas to the extent that (1) the RNG Production Facility cannot process all of the Landfill Gas, (2)
Landfill Gas cannot be delivered to the Delivery Point due to Force Majeure, (3) delivery of
Landfill Gas to the Delivery Point is inconsistent with Sublessor's priority of operations at the
Landfill as described herein, or (4) any such Landfill Gas is necessary for Flare Turndown
Requirements (if Sublessee does not provide Sublessor with conventional natural gas necessary to
M
satisfy the Flare Turndown Requirements). In the event Sublessee determines that the
circumstances described in the foregoing sub -clauses (i) and/or (ii) are reasonably likely to occur,
Sublessee shall notify Lessor and Sublessor of such determination and Sublessor shall flare or
otherwise reduce or destroy or use for other than beneficial and economic purposes any Recovered
Landfill Gas (to the extent such Recovered Landfill Gas is in the possession of Sublessor) in
accordance with Applicable Law during the existence of any of the foregoing circumstances or
conditions.
(c) Subject to the terms of the LFG Agreement, Sublessee shall retain title to,
and shall be entitled to the economic benefits of, all Tax Benefits associated with the Recovered
Landfill Gas, the Project and any RNG Production Facility; provided that the foregoing shall not
grant Sublessee any rights to any tax, emission, or other credits, certificates, or similar benefits
related to the collection, transportation, delivery, management or control of Landfill Gas prior to
the delivery of Landfill Gas to the Delivery Point.
(d) Nothing herein shall be deemed to make Sublessee responsible for the
control and containment of Landfill Gas at the Landfill prior to delivery of such at the Delivery
Point, whether related to subsurface migration or surface emission, including the legal
responsibility arising under applicable Environmental Laws. Sublessor shall be responsible for the
permitting, installation, operation and maintenance of air pollution control devices associated with
the Landfill upstream of the Delivery Point required by any Permit, including the Landfill's Title
V Permit; and Sublessee shall, at its sole cost and expense, be responsible for the permitting,
installation, operation and maintenance of all air pollution control devices associated with all
Landfill Gas processing equipment required by any permit, including the Title V Permit, in
connection with the Project and the transactions contemplated by the LFG Agreement, including,
as applicable, gas compression, cooling, dehydration systems, hydrogen sulfide and volatile
organic compounds (VOCs) removal systems, carbon dioxide removal systems, nitrogen/oxygen
removal systems, thermal oxidizer and off -specification flare systems (emissions control
equipment), and gas compression systems. Both parties agree that they will not voluntarily take
the position that the activities of the Sublessor and Sublessee at the Landfill should be treated as a
combined or single source for purposes of air permitting or air emission. To the extent any
Governmental Authority, pursuant to its application or interpretation of any Environmental Laws,
or otherwise, does not assert or is not successful in asserting the position that activities of Sublessor
and Sublessee at the Landfill will be treated as a combined or single source for purposes of air
permitting or air emission, Sublessee and Sublessor shall each comply with their respective
obligations under their respective Title V Permits.
(e) Sublessor shall comply with the terms of the Beneficial Use Agreement
applicable to Sublessor, including, without limitation, Section 7(b), (c), (d), and (e) and Section 8
of the Beneficial Use Agreement.
(f) Sublessee shall comply with the terms of the LFG Agreement applicable to
Sublessee.
(g) Following the effective date of the LFG Agreement, upon the written request
of Sublessor or Sublessee to the other, Sublessor and Sublessee shall confer with respect to
potential physical improvements to the Collection System in an effort to attempt to optimize the
Collection System for the benefit of the RNG Production Facilities while maintaining Sublessor's
priority of operations at the Landfill as described herein and Sublessor's compliance with the terms
of the Lease. In the event that Lessor, Sublessor and Sublessee each agree that any improvements
to the Collection System, or management thereof, should be implemented, Lessor, Sublessor and
Sublessee agree to use commercially reasonable efforts to negotiate, execute and deliver a separate
written agreement with respect thereto upon the terms and conditions satisfactory to each of the
parties thereto and requiring City Council approval; provided, however, Sublessor shall not be
responsible for incurring any new, or increased, costs and expenses with respect to any such
improvements unless otherwise agreed in writing by Lessor, Sublessor and Sublessee following
the date of this Sublease.
(h) Throughout the Term, Sublessor shall not require Sublessee to remove or
relocate any part of the RNG Production Facilities except to the extent reasonably necessary for
the operation, management, and maintenance of the Landfill, Landfill Operator Facilities, or City
Facilities; provided that if Sublessee is required to remove or relocate any portion of the RNG
Production Facilities pursuant to this Section 5(h), Sublessor shall give eighteen (18) months' prior
written notice to Sublessee to relocate the RNG Production Facilities.
(i) Subject to any terms of the Lease, LFG Agreement or the Beneficial Use
Agreement to the contrary, Sublessor shall maintain and operate the Collection System at the
Sublessor's own expense in conformity with Applicable Laws; provided, however, that such
obligation to maintain and operate the Collection System shall be limited to obligations relating to
Sublessor's compliance with Applicable Laws.
0) Upon reasonable written request from Sublessee, Sublessor shall within
twenty (20) days of its receipt of such request provide to Sublessee information related to the
quality and quantity of the Landfill Gas and the quantity and types of the waste disposed of at the
Landfill, in each case only to the extent required to be reported to any Governmental Entity and,
in such case, only a copy of what was provided to such Governmental Authority shall be provided
to Sublessee.
(k) In no way limiting the foregoing, and in addition to any other requirements
set forth herein or in the LFG Agreement, Sublessee shall be responsible for the design,
construction, and operation of Sublessee's Facilities in accordance with the plans and
specifications prepared by Sublessee and approved by Lessor and Sublessor, such approval not to
be unreasonably withheld, conditioned or delayed. Information to be provided to Lessor and
Sublessor in connection with the design, construction and operation of Sublessee's Facilities shall
include, without limitation, a site plan showing the plant layout, the location and nature of
perimeter fencing, signage, and landscaping around Sublessee's Facilities, the location of the
switch gear, the location of the gas pipeline from the Delivery Point to Sublessee's Facilities, and
the location of any interconnection and/or transmission equipment, and such other information as
may be reasonably requested by Lessor or Sublessor. Sublessee shall be responsible, at its sole
cost and expense, for obtaining all necessary governmental permits, licenses and approvals and
any other necessary consents and approvals of any other third parties required for the design,
construction, installation, operation, and maintenance of Sublessee's Facilities.
7
(1) Sublessor shall have no liability or obligation to make any alterations or
improvements to the Landfill in connection with any permits, licenses, consents or approvals to be
obtained by Sublessee. Further, Sublessee shall not have any authority to bind Lessor, Sublessor
or the Landfill to any improvements or alterations without Lessor's or Sublessor's prior written
consent, which may be withheld in Lessor's or Sublessor's sole discretion. In the event any
permits, licenses, consents or approvals to be obtained by Sublessee in connection with the design,
construction, installation, operation and maintenance of Sublessee's Facilities may require any
alterations or improvements to the Landfill, Sublessee shall provide prior written notice to Lessor
and Sublessor, obtain Lessor's and Sublessor's prior written consent, and permit Lessor and
Sublessor to review and comment on any request for alterations or improvements. In the event
that Lessor and Sublessor consent in writing to any alterations or improvements, such consent not
to be unreasonably withheld, condition or delayed, Sublessee shall be solely responsible for all
costs and expenses for such alterations or improvements, as well as the reasonable cost of any
additional alterations or improvements required by Lessor or Sublessor. Sublessee shall be solely
responsible to ensure that Sublessee's Facilities and activities at the Site do not present any undue
risk of an explosion or other hazard at the Site or surrounding property; comply with all Applicable
Laws relating to the Site and Sublessee's Facilities and operations including, but not limited to, all
Environmental Laws (defined below) and applicable permits and Sublessee shall seek any and all
required governmental approvals in connection with its use and operation of the Site. After
construction of Sublessee's Facilities, Sublessee shall not make nor suffer to be made any
structural or external alterations or additions to the Site or Sublessee's Facilities, without Lessor's
and Sublessor's prior written consent, which consent will not be unreasonably withheld, other than
the installation of the improvements and other works that Sublessee is specifically authorized to
carry out on the Site pursuant to this Sublease or the LFG Agreement. All other alterations or
additions shall require Lessor's and Sublessor's prior written consent, each at its sole discretion.
Whenever Lessor's or Sublessor's approval or consent is required under this Section 50), within
thirty (30) days after Sublessee's request therefor, Lessor and Sublessor shall notify Sublessee of
Lessor's or Sublessor's approval or disapproval thereof, as the case may be, and the reasons why,
if any, that such request is not approved, whether Lessor or Sublessor require additional
information in order to complete their review, or Lessor's or Sublessor's need for additional time
to review the request and the reasons therefor. If Lessor or Sublessor fails to timely notify
Sublessee as set forth in the preceding sentence, and such failure continues for five (5) business
days after a second notice to Lessor and Sublessor, then Lessor or Sublessor shall be deemed to
have approved or consented to such request.
(m) At all times during the term of this Sublease, Sublessee will keep and
maintain, or cause to be kept and maintained, Sublessee's Facilities and all such improvements,
fittings and fixtures as Sublessee may erect on the Site in good repair and working condition having
regard to their nature and Permitted Use.
(n) Upon the expiration or earlier termination of this Sublease, unless Lessor
and Sublessee enter into a new lease for the Site, Sublessee shall remove the Sublessee's Facilities
from the Site and restore the Site and any portion of the Site or the Landfill subject to easements
or rights of way or otherwise utilized by Sublessee in connection with the Sublessee's Facilities,
as required by the Lease and the LFG Agreement; provided that Sublessee may leave in place any
8
underground piping and any other underground components of Sublessee's Facilities (including,
without limitation, property belonging to or installed by or on behalf of any utility provider
providing utility services to the Site) if Sublessee has received the written approval by Sublessor
and Lessor, at the time of approval of the plans and specifications for the RNG Production Facility
by Sublessor and Lessor to leave such items in place, and leaving such in place will not impede, or
increase the cost of, Sublessor's intended operation or development of the areas which include
such underground piping or underground components from and after the expiration or earlier
termination of this Sublease, and further provided that the same is abandoned in a safe manner and
in compliance with Applicable Law. In the event leaving such items in place will impede or
increase the cost of Sublessor's intended operation or development of the areas which include the
underground piping or underground components, Sublessor shall provide written notice to Lessee
within thirty (30) days following the expiration or earlier termination of this Sublease
("Sublessor's Removal Notice"), whereupon Sublessee shall have a period of five (5) years from
the date of expiration or earlier termination of this Sublease to remove such underground piping or
underground components, unless Sublessor advises Sublessee in Sublessor's Removal Notice that
it requires the earlier removal of same, in which case such items shall be removed on or before the
date set forth by Sublessor in Sublessor's Removal Notice (but in no event earlier than one hundred
eighty (180) days from the expiration or earlier termination of this Sublease). Any part of
Sublessee's Facilities that has not been removed prior to the date that is one hundred eighty (180)
days after the expiration or earlier termination of this Sublease, or as set forth above (the "Removal
Period") shall, at Sublessor's option, be deemed to have been abandoned, and title to such items
shall, at Sublessor's option, vest in Sublessor at the end of the Removal Period, without any
payment or other consideration given by Sublessor. Alternatively, Sublessor may require
Sublessee to remove all or any part of the remaining portion of Sublessee's Facilities at Sublessee's
expense and, if Sublessee fails to remove such items at Sublessor's request, Sublessor may remove
them at Sublessee's expense. For the avoidance of doubt, this Section 5(n) shall survive expiration
or termination of this Sublease.
(o) Sublessor and Sublessee intend and agree that, subject to the terms and
conditions of this Sublease, Sublessee's Facilities shall be and remain the property of Sublessee,
and shall at no time become a fixture with respect to the Site. Title to all of Sublessee's Facilities
situated or erected on the Site, as hereinabove allowed, and any alteration, change or addition
thereto, shall remain solely in Sublessee. Except as specifically provided in this Sublease, any
equipment and/or personal property that Sublessor furnishes to Sublessee under this Sublease shall
remain Sublessor's property.
(p) In addition to the rights of Lessor under the Lease, Sublessor and its
employees and agents shall have the right, upon one calendar day's advance written notice and
during normal business hours, to access the Site and to review and inspect Sublessee's Facilities
and Sublessee's operations on the Site from time to time during the term of this Sublease. Such
review and approval shall create no warranties to Sublessee and shall be limited to the extent
necessary to satisfy Sublessor that, in Sublessor's reasonable business judgment, Sublessee's
Facilities and operations on the Site:
Sublease;
(i) comply with Applicable Law and the terms and conditions of this
9
(ii) do not affect or interfere with Sublessor, the Landfill or Sublessor's
operations at the Landfill in a manner inconsistent with the provisions of Section 1(c) of this
Sublease;
(iii) do not emit noxious odors or other emissions that violate any
Applicable Law, or are not consistent with community standards, and
(iv) do not emit noise in violation of any Applicable Law or are not
inconsistent with community standards.
(q) Sublessor shall be responsible for providing Sublessee, its contractors,
invitees to the Site relating to Sublessee's business operations, and agents suitable road access to
the Site and Sublessee's Facilities, provided that Sublessee shall comply with Sublessor's
reasonable rules and requirements applicable to all persons that enter the Landfill as may be
noticed to Sublessee in writing from time to time, and shall cause its officers, directors, employees,
agents, contractors, and invitees to comply with such rules and requirements when crossing
Sublessor's property for ingress to or egress to and from the Site or when on Sublessor's property
for other purposes related to the transactions contemplated in this Sublease, and shall cause its
officers, directors, employees, agents, contractors, and invitees to comply with such rules and
requirements. Notwithstanding the foregoing, in the event of an Emergency Condition (defined
below), Sublessee shall have the right to access the Site with such notice as is practical given the
circumstances. Sublessor shall also be solely responsible for maintaining the access road to the
Site and Sublessee's Facilities and otherwise keeping them clear for such suitable access.
(r) Sublessee shall, if requested by Sublessor, at Sublessee's sole cost and
expense, construct and maintain a fence that encloses the perimeter of the Site of a height, size,
material, color, and type subject to the mutual agreement of the parties hereto. Such fence and the
height, size, material, color or type thereof shall not adversely affect Sublessee, Sublessee's
Facilities, or Sublessee's operations on the Site.
(s) Sublessee shall comply with Sublessor's reasonable rules and requirements
applicable to all persons that enter the Landfill as may be noticed to Sublessee in writing from time
to time, and shall cause its officers, directors, employees, agents, contractors, and invitees to
comply with such rules and requirements when crossing Sublessor's property for ingress to or
egress to and from the Site or when on Sublessor's property for other purposes related to the
transactions contemplated in this Sublease, and shall cause its officers, directors, employees,
agents, contractors, and invitees to comply with such rules and requirements.
(t) Sublessee will punctually pay, discharge and satisfy all water, gas,
telephone, electricity, and power charges and other like payments ("Utility Pavments"), charged
on or in respect of the Sublessee's Facilities or Sublessee's use of the Site, and if Sublessee defaults
in payment of such Utility Payments, Sublessor may (but shall not be required to) pay the same
and in addition to Sublessor's other rights, powers and remedies under this Sublease, may recover
the same from Sublessee. Notwithstanding anything herein to the contrary, Sublessee shall not be
responsible for any Utility Payments incurred by or on behalf of the use of any portion of the Site
10
by Sublessor or its agents, employees or contractors. At any time that any Utility Payments that
Sublessee must pay remain unpaid and uncontested later than thirty (30) days after they become
delinquent, Sublessor may give written notice to Sublessee of its default, specifying the default.
If Sublessee continues to fail to pay any Utility Payments, or to contest them in good faith within
ten (10) days after the written notice, Sublessor may pay the items specified in the notice, and
Sublessee will, on demand, reimburse Sublessor any amount paid or expended by Sublessor for
this purpose, plus interest at the rate of one and one-half percent (1.5%) above the fluctuating
prime rate of interest announced publicly by Wells Fargo Bank, N.A., or its successor entity, from
time to time as its reference rate, until Sublessee has reimbursed Sublessor in full.
(u) In the case of an Emergency Condition, Sublessor may take any action as
may be reasonably necessary to resolve or rectify any such Emergency Condition, in accordance
with good engineering practice and all Applicable Laws, without consulting with or obtaining
input from Sublessee. For purposes of this Sublease, "Emergency Condition" means a condition
or situation at the Landfill that presents an imminent or current physical threat or danger to life or
health or presents an imminent or current physical threat to property or the environment, including,
but not limited to, any condition that has or is likely to result in a material breach of a site permit
or a material breach of Applicable Laws, including, but not limited to, any Environmental Law.
For purposes of this definition, "material breach" means a breach that could result in the imposition
of any penalties, fines or other criminal or civil liabilities or obligations or the suspension or
revocation of any permit, license, or approval, or could necessitate the taking of immediate
remedial or corrective actions.
(v) To the extent permitted by the Lease, Sublessor may curtail, suspend, or cease
operation of the Landfill as an active waste disposal facility at any time, in its sole discretion.
Sublessee acknowledges and agrees that wastes delivered to the Landfill may vary materially in
quantity and substance. Sublessor may take any and all actions reasonably required by, and to the
extent necessary to comply with, the Lease and any laws, rules, regulations, permits, licenses and
other governmental requirements relating to the Landfill.
(w) Sublessee shall not allow any condition to exist on the Site that constitutes a
public or private nuisance.
6. Taxes and Assessments. Unless real estate taxes and assessments are separately
assessed against and with respect to the Site, in which case Sublessee shall be responsible for
payment of such taxes and assessments, Sublessor will promptly pay all taxes and assessments
against the Site as and when they become due, except that Sublessee shall reimburse Sublessor for
any increase in real estate taxes and assessments, and for any other taxes or assessments paid by
Sublessor that are attributable to the presence of Sublessee's Facilities on the Site or to Sublessee's
use of the Site, within thirty (30) days after written demand therefor accompanied by tax bills and
other reasonable evidence thereof. Sublessor and Sublessee agree that they will cooperate, at
Sublessee's sole cost, to request that the Site and Sublessee's Facilities be separately assessed, if
Sublessor and Sublessee each desire to cause the Site to be a separate tax parcel.
7. Destruction. If Sublessee's Facilities located on the Site are totally or substantially
damaged or destroyed by any cause during the Term of this Sublease, Sublessee shall rebuild and
11
restore Sublessee's Facilities to the extent required and consistent with the terms of the LFG
Agreement and, Sublessee may elect not to rebuild and restore the facilities by written notice to
Sublessor delivered consistent with the terms of the LFG Agreement, and in such event, this
Sublease shall automatically terminate as of the date of Sublessee's notice. Upon such termination,
neither party shall have any further rights or obligations hereunder except for those obligations
that expressly survive the expiration or earlier termination of this Sublease.
8. Permits and Approvals. Sublessee shall obtain all permits, authorizations, consents,
licenses and approvals (or modifications of any of the foregoing) required to be obtained with
respect to the activities contemplated herein and in the LFG Agreement and shall maintain such
permits and authorizations in effect at all times during the term of this Sublease. All applications,
filings or communications with third parties in connection with any of the foregoing shall be
subject to Sublessor's prior review and written approval, which shall not be unreasonably withheld.
Sublessor agrees to reasonably cooperate with Sublessee, at Sublessee's expense and utilizing such
consultants, agents, attorneys and representatives as deemed necessary by Sublessor in its sole
discretion, in making any application for and obtaining all licenses, permits, and any and all other
necessary approvals that may be required for Sublessee's intended use of the Site, provided the
same do not adversely affect Sublessor's permits, approvals, authorizations or operations at the
Landfill. Notwithstanding the foregoing, Sublessor may elect, at its sole cost and expense, to
participate in any hearings, proceedings or other procedures, and with the preparation of any
environmental impact reports or studies required in connection with any permits, authorizations or
easements related to the installation, construction or expansion of, modification or addition to, or
operation, repair or maintenance of Sublessee's Facilities. If at any time during the Term of this
Sublease, Sublessor is required to obtain or modify any of its respective permits, licenses or
approvals that it would not have been required to obtain and/or modify but for this Sublease or
Sublessee's activities or operations and Sublessor agrees in writing to do so in its sole discretion,
Sublessee shall be responsible for all costs and expenses of Sublessor with respect to their
obtaining and/or modifying such permits, licenses or approvals; provided, however, for abundance
of clarity, Sublessee shall not be required to pay or reimburse Sublessor for any costs and expenses
associated with any permits, licenses or approvals that are required for compliance with
Sublessor's operations at the Landfill and not as a result of this Sublease or Sublessee's activities
or operations. Sublessee agrees to make available to Sublessor copies of all environmental
information reports, environmental impact reports, air impact assessment studies, environmental
applications filed and other necessary available data in its possession relating to the Landfill or
Sublessee's Facilities, which materials are reasonably necessary for Sublessor to possess in
connection with this Sublease and shall be treated as Confidential Information as provided in this
Sublease.
9. Environmental.
(a) During the Term of this Sublease, Sublessee shall comply with all
Environmental Laws and Environmental Permits (as defined below) applicable to the operation or
use of the Site, will cause all other persons occupying or using the Site to comply with all such
Environmental Laws and Environmental Permits, will promptly pay prior to delinquency or cause
to be paid all costs and expenses incurred by reason of such compliance, and will obtain and renew
all Environmental Permits required for operation or use of the Site.
12
(b) Sublessee shall not generate, use, treat, store, handle, release or dispose of, or
permit the generation, use treatment, storage, handling, release or disposal of Hazardous Materials
(as defined below) on the Site, or transport or permit the transportation of Hazardous Materials to
or from the Site except for the types and quantities used or stored at the Site and required in
connection with the operation and maintenance of the Site for the Permitted Use, and then only in
compliance with all applicable Environmental Laws and Environmental Permits.
(c) Sublessee will immediately advise Lessor and Sublessor in writing of any of the
following: (i) any pending or threatened (in writing) Environmental Claim (as defined below)
against Sublessee relating to the Site; and (ii) the actual or anticipated taking of any removal or
remedial action by Sublessee in response to the actual or alleged presence of any Hazardous
Material on the Site not otherwise permitted hereunder. All such notices shall describe in
reasonable detail the nature of the claim, investigation, condition, occurrence or removal or
remedial action and Sublessee's response thereto. In addition, Sublessee will provide Lessor and
Sublessor with copies of all communications regarding the Site with any government or
governmental agency relating to actual or alleged violations of Environmental Laws, all such
communications with any person relating to Environmental Claims, and such detailed reports of
any such Environmental Claim as may reasonably be requested by Lessor or Sublessor.
(d) Sublessee agrees to defend, indemnify and hold harmless Lessor, Sublessor and
any Affiliate and their directors, officers, partners, shareholders, employees, agents,
representatives, co -venturers, contractors or servants (the "Indemnitees") from and against all
obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities,
penalties, damages (including consequential and punitive damages), costs and expenses (including
attorneys' and consultants' fees and expenses) of any kind or nature whatsoever that may at any
time be incurred by, imposed on or asserted against such Indemnitees directly or indirectly based
on, or arising or resulting from (i) the actual or alleged presence of Hazardous Materials in, on or
under the Site which is caused or permitted by Sublessee or Sublessee's employees, agents,
contractors, representatives or invitees and (ii) any Environmental Claim arising from or
attributable to Sublessee's operation or use of the Site (the "Hazardous Materials Indemnified
Matters"), except in each case to the extent caused by Sublessor or any other Indemnitee.
(e) Definitions.
(i) "Hazardous Materials" means (1) petroleum or petroleum products,
natural or synthetic gas, asbestos in any form that is or could become friable, urea
formaldehyde, foam insulation, and radon gas; (2) any substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic
pollutants," "contaminants" or "pollutants," or words of similar import, under any
applicable Environmental Law; and (3) any other substance exposure which is regulated
by any governmental authority.
(ii) "Environmental Law" means any federal, state or local statute, law,
rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect
13
and in each case as amended, and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree or judgment, relating to the
environment, health, safety or Hazardous Materials, including without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42
U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901
et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.; the Clean
Water Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601
et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act, 42
U.S.C. § 300f et seq.; the Atomic Energy Act, 42 U.S.C. § 2011 et seq.; the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; and the Occupational
Safety and Health Act, 29 U.S.C. §§ 651 et seq.
(iii) "Environmental Claims" means any and all administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance
or violation, investigations, proceedings, consent orders or consent agreements relating in
any way to any Environmental Law or any Environmental Permit, including without
limitation (1) any and all Environmental Claims by governmental or regulatory authorities
for enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law and (2) any and all Environmental Claims
by any third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising from
alleged injury or threat of injury to health, safety or the environment.
(iv) "Environmental Permits" means all permits, approvals, identification
numbers, licenses and other authorizations required under any applicable Environmental
Law.
(f) The provisions of this Section 9 shall survive the expiration or sooner
termination of this Sublease.
10. Condemnation. If the Site or a part thereof sufficient to substantially interfere with
the business for which the Site is used, shall be condemned, appropriated, or otherwise taken, or
access to the Site be impaired by right of eminent domain, Sublessee shall have the right to
terminate this Sublease on thirty (30) days written notice to Sublessor provided that the election to
terminate shall be made within ninety (90) days after the extent of the taking is known to Sublessee.
As between Lessor and Sublessor, all damages and awards for condemnation of interests in the
Site and the easement areas shall as set forth in the Lease, and Sublessee shall have no claim
thereto; provided, however, that Sublessee shall be entitled, but shall not be obligated, to bring a
separate claim against the condemning entity (but not Lessor or Sublessor) for damage to
Sublessee's business and Sublessee's Facilities by reason of the condemnation (except the loss of
the subleasehold estate herein created) and for or on account of any cost or loss to which Sublessee
might be put in removing Sublessee's fixtures, leasehold improvements and equipment.
11. Default.
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(a) If Sublessee is in default with respect to any covenants, conditions,
agreements or provisions herein contained, and Sublessee fails to cure any such default within
thirty (30) days after receipt of Sublessor's written notice of the default (provided that if any such
default is capable of cure, but cannot be cured within the thirty (30)-day period with reasonable
diligence taking into consideration the nature of the circumstances, Sublessee may have additional
time to cure the default, but in no event longer than one hundred eighty (180) days, if, within the
initial thirty (30)-day period, Sublessee makes commercially reasonable efforts to commence to
cure the default and continues to pursue cure of the default diligently during the additional one
hundred eighty (180) day period), then Sublessor shall have the right to (i) terminate this Sublease
upon written notice to Sublessee, (ii) cure such default and recover the costs thereof, together with
interest at the lesser of twelve percent (12%) or the maximum legal rate permitted by applicable
law, from the Sublessee as additional rent hereunder, or (iii) pursue any other right and remedy
now or hereafter available under the laws or judicial decisions or in equity of the state in which
the Site is located. Notwithstanding the foregoing, if any breach or default by Sublessee under
this Sublease subjects Sublessor to any risk of default, loss, liabilities, legal actions, penalties,
fines, etc., with respect to the Lease or any permits or authorization relating to Sublessor's primary
activities as described in Section I (c), Sublessee's right to cure shall be for a period equal to the
lesser of the cure rights specified in the Lease or required by Lessor, or ten (10) business days or
such lesser period as may be mandated by any applicable regulatory authority with respect to
Sublessor's obligation to cure or rectify any violations relating to is permits or other authorizations.
(b) If Sublessor is in default with respect to any of its covenants herein
contained, Sublessee may (i) terminate this Sublease if Sublessor fails to cure any such default
within thirty (30) days following receipt of Sublessee's written notice of the default (provided that
if any such default is capable of cure, but cannot be cured within the thirty (30)-day period with
reasonable diligence taking into consideration the nature of the circumstances, Sublessor may have
additional time to cure the default, but in no event longer than one hundred eighty (180) days, if
within the initial thirty (30)-day period, Sublessor makes commercially reasonable efforts to
commence to cure the default and continues to pursue cure of the default diligently during the
additional one hundred eighty (180) day period), or (ii) pursue any other right and remedy now or
hereafter available under the laws or judicial decisions or in equity of the state in which the Site is
located.
(c) If either party waives a default by the other party, such waiver shall not be
construed or deemed to be a continuing waiver of any subsequent breach or default on the part of
either party.
12. Prohibition Aizainst Sublessee Creatiniz Liens. Except to the extent permitted
pursuant to Section 16 below, nothing in this Sublease contained shall authorize Sublessee to do any
act that will in any way encumber (except to the extent this Sublease creates such an encumbrance)
the title of Lessor or the leasehold estate of Sublessor in and to the Site, nor shall the interest or estate
of either Lessor or Sublessor in the Site be in any way subject to any claim by way of lien or
encumbrance, whether by operation of law or by virtue of any express or implied contract by
Sublessee, and any claim to or lien upon the Site arising from any act or omission of Sublessee shall
accrue only against the subleasehold estate of Sublessee and shall in all respects be subject and
subordinate to the respective paramount title and rights of Lessor and Sublessor in and to the Site and
15
the buildings and improvements thereon. Sublessee will not permit the Site to become subject to any
mechanic's, laborer's or material man's lien on account of labor or material furnished to Sublessee in
connection with work of any character performed or claimed to have been performed on the Site by
or at the direction or sufferance of Sublessee; provided, however, that Sublessee shall have the right
to contest in good faith and with reasonable diligence the validity of any such lien or claimed lien. If
any lien is claimed, filed, or recorded with respect to the Site in violation of the provisions of this
Section, Sublessee shall remove any such lien, or bond over the lien to Sublessor's reasonable
satisfaction, as required by the Lease or within thirty (30) days, whichever sooner, or Sublessee shall
be in breach of this Sublease. Upon request, Sublessee shall provide Sublessor with copies of lien
waivers evidencing payment for all labor and materials furnished with respect to Sublessee's
Facilities.
13. Insurance. At all times during the Term of this Sublease, Sublessee shall obtain and
maintain the same insurance coverages required of Sublessor by Lessor under the Lease and the LFG
Agreement. Sublessee shall name Sublessor and Lessor as additional insured, in their capacities as
Sublessor and Lessor, and shall furnish Sublessor with certificates of insurance which shall state that
such insurance shall not be cancelled without thirty (30) days prior written notice to Lessor and
Sublessor.
14. Indemnity. To the fullest extent permitted by law, Sublessor and Sublessee, each
as indemnitor, shall indemnify and defend (as to third party claims only) the other against and
hold the other and any Affiliate thereof and their directors, officers, partners, shareholders,
employees, agents, representatives, co -venturers, contractors or servants, harmless for, from, and
against, any and all costs, losses, expenses, suits, actions, proceedings, damages, penalties, fines,
and liabilities, including, without limitation, reasonable attorneys' fees, expert witness fees,
litigation expenses, and court and other costs, whether taxable or not (collectively, "Claims"),
attributable to, arising out of and/or to the extent resulting from (a) the negligence (applying a
comparative negligence standard with respect to any concurrent negligence between the parties
hereto) of the applicable indemnitor, its Affiliates, contractors, subcontractors, employees,
representatives or agents, (b) willful misconduct of the applicable indemnitor, its affiliates,
contractors, subcontractors, employees, representatives or agents, (c) the breach by the applicable
indemnitor of any representations or warranties in this Sublease, and/or (d) nonperformance of any
obligations under and pursuant to this Sublease, by the applicable indemnitor, its Affiliates,
contractors, subcontractors, employees, representatives or agents. The rights to indemnification
set forth herein are not intended to be exclusive of any other right or remedy otherwise available.
All rights hereunder shall be cumulative and in addition to all other rights and remedies. The
obligations set forth in this Section shall survive the termination or expiration of this Sublease.
Notwithstanding anything herein to the contrary, Sublessee acknowledges and agrees (i) that other
third party contractors have or may have separate operations on or around the Landfill that may
include, without limitation, excavation and blasting, (ii) that such operations include inherent risks
affecting the parties hereto, which risks are assumed by Sublessee, and (iii) that Sublessor's
obligations to Sublessee hereunder, including without limitation, its obligations to indemnify
Sublessee, are limited to Sublessor's specific obligations to Sublessee as set forth in this Sublease,
and shall not include any Claims relating to any third party contractors with separate operations
on or relating to the Landfill.
16
15. Warranty.
(a) Sublessee represents and warrants that: (i) Sublessee is a limited liability
company, duly organized, validly existing, and in good standing under the laws of the State of
Delaware and is qualified to do business in the State of Texas; (ii) Sublessee has full power and
authority to execute, deliver and perform its obligations under this Sublease; (iii) the execution,
delivery and performance of this Sublease by Sublessee have been duly and validly authorized by
all necessary action on the part of Sublessee; and (iv) the execution and delivery of this Sublease
by Sublessee and the performance of the terms, covenants and conditions contained herein is
permitted under all agreements to which Sublessee is a party, including financing agreements, and
will not violate the certificate of formation or incorporation, governing documents, or bylaws of
Sublessee, or any order of a court or arbitrator, and will not conflict with and will not constitute a
material breach of, or default under, the provisions of any material contract by which Sublessee is
bound.
(b) Sublessor represents and warrants that: (i) Sublessor is a corporation duly
organized, validly existing, and in good standing under the laws of the State of Delaware and is
qualified to do business in the State of Texas; (ii) Sublessor has full power and authority to execute,
deliver and perform its obligations under this Sublease; (iii) the execution, delivery and
performance of this Sublease by Sublessor have been duly and validly authorized by all necessary
action on the part of Sublessor; and (iv) the execution and delivery of this Sublease by Sublessor
and the performance of the terms, covenants and conditions contained herein is permitted under
all agreements to which Sublessor is a party, including financing agreements, and will not violate
the certificate of formation or incorporation, governing documents, or bylaws of Sublessor, or any
order of a court or arbitrator, and will not conflict with and will not constitute a material breach
of, or default under, the provisions of any material contract by which Sublessor is bound
16. Easements.
(a) Lessor, Sublessor, and Sublessee agree that construction of RNG
Production Facility require easements to the Site and the Landfill. Lessor, Sublessor, and Sublessee
agree that Lessor's City Council or City Council -authorized designee is the sole authority which
may grant easements to the Site and the Landfill. Any easements which are reasonably necessary
in connection with Sublessee's construction and operation of Sublessee's RNG Production
Facilities shall be granted by Lessor's City Council or City Council -authorized designee, shall be
granted for the purpose of facilitating the safe, efficient operation of the Landfill and the RNG
Production Facilities at the Site to allow Lessor, Sublessor, and Sublessee to monetize Landfill
Gas, and shall be in a form and in a location acceptable to Sublessor and Lessor in their sole
discretion. To the extent permitted by any such easement agreement, or as agreed to in writing by
Lessor and Sublessor and the grantee of such easement rights, Lessor and Sublessor, may, from
time to time, upon not less than sixty (60) days' prior written notice and at Sublessor's sole cost
and expense, change the locations of any such easements to the extent Sublessor deems it necessary
to be consistent with Sublessor's priority of operations at the Landfill as described herein.
(b) Sublessee shall be responsible for all costs and expenses relating to
documenting and recording any easements to be granted hereunder. Should easements become
17
necessary for Sublessee to construct or operate Sublessee's Facilities and provided such easements
in no manner impair the operation of the Landfill or increase Sublessor's obligations under this
Sublease or the Lease, as determined by Sublessor in Sublessor's sole discretion, then the parties
shall mutually agree upon the location of such easements, subject to the prior written consent of
Lessor. At the time in which Sublessee desires any easements upon the Landfill, Sublessee shall
provide Lessor and Sublessor with such information, drawings, legal descriptions, description of
the need for the easements and other information as may be required by Lessor or Sublessor, for
Lessor or Sublessor to evaluate the need and potential impact upon the operation of the Landfill
or Sublessor's obligations hereunder or the Lease, and to obtain the prior written consent of Lessor.
(c) Any easements granted to Sublessee or any third parties in connection with
this Sublease shall (i) be non-exclusive in nature, and (ii) automatically terminate upon the
termination or expiration of this Sublease or the removal of Sublessee's Facilities pursuant to this
Sublease and the LFG Agreement, whichever is sooner, unless otherwise agreed to in writing by
Sublessor , Sublessee, and Lessor, if required; provided, however, that the above easements shall
not automatically terminate if Sublessee remains in possession of the Site pursuant to a separate
lease between Lessor and Sublessee. Sublessee shall have no other or further easements upon or
under the Landfill except as set forth above. Sublessee is solely responsible for its work conducted
on, and the repair and maintenance of facilities located on, any real property affected by the
easements, and in conducting any work on the easements, Sublessee at its sole cost will provide
erosion protection, sediment control, and will return any disturbed land to substantially the same
condition existing prior to such work.
17. Estoppel Certificates. Each party hereto agrees, not later than ten (10) days
following the written request of the other, to execute and deliver to the requesting parry a written
declaration made to the certifying parry's knowledge: (a) ratifying this Sublease; (b) confirming
the commencement and expiration dates of the term of this Sublease; (c) certifying that Sublessee
is in occupancy of the Site; and (d) stating any known defaults of this Sublease by Sublessor or
Sublessee, and (e) such other information that the requesting party may reasonably request.
18. Assignment. Sublessor may assign this Sublease without the necessity of obtaining
Sublessee's consent but with written notice to Sublessee, but any such sale or assignment shall be
at all times subject to this Sublease and the rights of Sublessee hereunder, and subject to the prior
written consent of Lessor. In the event Sublessee desires to assign this Sublease and the rights of
Sublessee hereunder to any person or entity, the assignment of this Sublease shall require the prior
written consent of Sublessor and the prior written consent of Lessor, each at its sole discretion.
This Sublease shall not be assigned by Sublessee separate and apart from the LFG Agreement.
19. Brokerage. Sublessor and Sublessee represent that they have dealt with no broker
or agent with respect to this Sublease or the negotiation and execution hereof. Each parry hereby
indemnifies and saves and holds the other party harmless against any claims for brokerage
commissions or compensation or other claims of any kind (including reasonable attorney's fees
and costs) arising out of a breach of the foregoing representation by the indemnifying party.
20. Subordination. This Sublease shall be subject and subordinate, at all times, to the
lien of any mortgages or deeds of trust which now or hereinafter become a lien against the Site.
18
Sublessee agrees to execute such documents as may be reasonably required to make this Sublease
prior to the lien of any mortgage or deed of trust, as the case may be. Sublessor shall use
commercially reasonable efforts to promptly obtain an SNDA from the holder of any current and
valid mortgage created by, through or under Sublessor.
21. Force Maieure.
(a) If either parry is rendered unable, wholly or in part, by the occurrence of an
event of Force Majeure to carry out its obligations under this Sublease, that party shall give to the
other party prompt written notice of the event, which notice shall include a description of the nature
of the event, its cause and possible consequences, its direct impact on the parry's inability to
perform all or any part of its obligations under this Sublease, the expected duration of the event,
and the steps being taken or proposed to be taken by the affected party to overcome the event;
thereupon, the obligations of the parry giving the notice shall be suspended (a) during, but no
longer than, the continuance of the event, and (b) only with respect to the party's specific
obligations hereunder affected by the event; the party claiming an event of Force Majeure shall
promptly notify the other party of the termination of such event.
22. Confidentiality. The parties acknowledge that, from time to time, they may receive
information from or regarding the other parry or the RNG Production Facility or Landfill in the
nature of trade secrets or secret or proprietary information or information that is otherwise
confidential, the disclosure of which may be damaging to the other party. Each party shall hold in
strict confidence any such information it receives, including the terms and conditions of this
Sublease, the LFG Agreement, or any confidential information received hereunder (collectively,
"Confidential Information"), and may not disclose such Confidential Information to any Person,
except for disclosures:
(i) to the parties' respective Representatives and to the Lessor and its
Representatives;
(ii) necessary to comply with any Applicable Laws (including
applicable stock exchange or quotation system requirements, disclosures of tax treatment or tax
structure required by the Internal Revenue Service, and such Laws necessary to generate
Environmental Attributes, including, without limitation, the RFS Regulations);
(iii) to its lenders, accountants, attorneys, auditors, Affiliates and its and
their respective Representatives with a reasonable need to know such Confidential Information;
provided, however, that such recipients have been apprised of the provisions of this Section 22 or
are otherwise subject to a duty of confidentiality in favor of the disclosing party;
(iv) of information that a party also has received from a source
independent of the other party but only if such party reasonably believes such source obtained such
information without breach of any obligation of confidentiality owed to the other party;
(v) of information that such party can reasonably demonstrate was
independently developed by such party without reliance upon any material separately developed
by or for this Sublease or the LFG Agreement and the transactions contemplated hereby; or
19
(vi) public information.
23. Amendment. This Sublease may only be modified, amended, or supplemented by
an instrument in writing executed by Sublessee and Sublessor.
24, Governing Law; Venue and Jurisdiction. This Sublease shall be governed by and
construed in accordance with the internal laws of the State of Texas, without giving effect to any
choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Texas. For
the purposes of any suit, action or other proceeding arising out of or relating to this Sublease, each
parry to this Sublease irrevocably submits, to the fullest extent permitted by Applicable Law, to
the exclusive jurisdiction of the United States District Court for the Northern District of Texas,
Fort Worth Division, and the appellate courts having jurisdiction of appeals in such courts. For
the purposes of any suit, action or other proceeding arising out of or relating to this Sublease, each
party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law,
any objection to the laying of venue in the United States District Court for the Northern District of
Texas, Fort Worth Division, and hereby further irrevocably and unconditionally waives, to the
fullest extent permitted by Applicable Law, and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum. Each party irrevocably consents, to the fullest extent permitted by Applicable Law, to
service of process in connection with any such suit, action or other proceeding by registered mail
to such party at its address set forth in this Sublease, in accordance with the provisions of Section
26. The consent to jurisdiction set forth in this Section 24 shall not constitute a general consent to
service of process in the State of Texas and shall have no effect for any purpose except as provided
in this Section 24. The parties hereto agree that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by Applicable Law.
25, Attornevs' Fees. If the parties resort to legal action for the enforcement or
interpretation of this Sublease or for damages on account of a breach hereof, the prevailing party
shall be entitled to an award of its fees and costs (whether taxable or not), including, without
limitation, expert witness fees, all litigation related expenses, and reasonable attorneys' fees
incurred in connection with such action, which award shall be made by the court, not a jury. In
determining which party is the prevailing party, the term "prevailing parry" means the net winner
of the dispute, taking into account the claims pursued, the claims on which the pursuing party was
successful, the amount of money sought, the amount of money awarded, and offsets or
counterclaims pursued (successfully or unsuccessfully) by the other party.
26. Notices. All notices or other communications required or permitted under this
Sublease shall be in writing and may be given by depositing the same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or certified with return receipt
requested, by overnight courier or by delivering the same in person to such party. Notices shall be
deemed given and effective the day personally delivered or the day after being sent by overnight
courier, subject to signature verification. Any parry may change the address for notice by notifying
the other parties of such change in accordance with this Section. Such notice shall be addressed
as follows:
20
If to Sublessor, addressed to it at:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
6288 Salt Road
Ft. Worth, TX 76410
Attn: General Manager
with a copy to (which such copies shall not constitute the provision of
notice to a party hereto for purposes of this Sublease):
Through 1/31/2026:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
18500 North Allied Way
Phoenix, AZ 85054
Attn: Chief Legal Officer
After 2/1/2026:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
5353 E. City North Drive
Phoenix, AZ 85054
Attn: Chief Legal Officer
If to Sublessee, addressed to it at:
Archaea Energy Operating LLC
201 Helios Way, Floor 6
Houston, TX 77079
Attn: Legal Notices
27. Headings. Headings or captions herein are merely for convenience and are not a
part of this Sublease and shall not in any way modify or affect the provisions of this Sublease.
28. No Waiver. No delay or omission to exercise any right or power shall be construed
to be a waiver of any default or acquiescence therein or a waiver of any right or power, and every
such right and power may be exercised from time to time and as often as may be deemed expedient.
Either party's acceptance of any performance due hereunder that does not comply strictly with the
terms hereof shall not be deemed to be waiver of any right of such party to strict performance by
the other party. Acceptance of past due amounts or partial payments shall not constitute a waiver
of full and timely payment of any sums due hereunder.
29. Electronic Signatures; Counterparts. Electronic signatures (including, without
limitation, portable document format) of the parties shall be acceptable for all purposes. This
21
Sublease may be executed in two or more originals or electronic counterparts, each of which shall
be deemed an original and all of which together shall constitute but one and the same instrument.
30. Severability. If any term or provision of this Sublease should be held invalid or
unenforceable, the parties to this Sublease shall endeavor to replace such invalid terms or
provisions by valid terms and provisions that correspond to the best of their original economic and
general intentions. The invalidity or unenforceability of any term or provision hereof shall not be
deemed to render the other terms or provisions hereof invalid or unenforceable.
31. Entire Agreement. This Sublease constitutes the entire agreement between
Sublessee and Sublessor relating to the subject matter hereof and supersede all prior written and
oral agreements and understandings and all contemporaneous oral representations or warranties in
connection therewith. Neither Sublessee nor Sublessor have made and do not make any
representations or warranties, expressed or implied, except as herein specifically set forth, and
Sublessee and Sublessor hereby expressly acknowledge that no such representations or warranties
have been made by the other party.
32. Compliance with Laws. Each party to this Sublease shall comply with any and all
Applicable Laws, orders, judgments or otherwise, of courts or regulatory bodies having
jurisdiction that affect such party's duties, obligations and performance pursuant to this Sublease.
Sublessor and Sublessee shall timely make any necessary regulatory filings and make copies of
such filings available to the other party.
33. Intemretation. The terms and provisions of this Sublease are not to be construed
more liberally in favor of, nor more strictly against, either party. To the extent the covenants of
the parties under this Sublease create obligations that extend beyond the termination or expiration
of this Sublease, the applicable provisions of this Sublease shall be deemed to survive such
termination or expiration for the limited purpose of enforcing such covenants and obligations in
accordance with the terms of this Sublease. All exhibits and schedules attached hereto are
incorporated herein by this reference.
34. Further Assurances. The parties shall perform all such acts (including, without
limitation, executing and delivering instruments and documents) as reasonably may be necessary
to fully effectuate the intent and each and all of the purposes of this Sublease, including consents
to any assignments, transfers, subleases, or easements permitted hereunder.
35. No Partnership. Nothing contained in this Sublease shall be construed to create any
association, trust, partnership, or joint venture or impose a trust or partnership, duty, obligation, or
liability or an agency relationship on, or with regard to, either party. Neither party hereto shall
have the right to bind or obligate the other in any way or manner unless otherwise provided for
herein.
36. Third Partv Beneficiaries. This Sublease is intended to be solely for the benefit of
the parties hereto and their successors and permitted assignees and is not intended to and shall not
confer any rights or benefits on any other third party not a signatory hereto.
22
37. WAIVER OF DAMAGES: NON -RELIANCE. EXCEPT IN CONNECTION
WITH CLAIMS BY THIRD PARTIES THAT ARE NOT AFFILIATES OF THE PARTIES
HERETO, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INDIRECT, LOSS OF USE, LOST PROFITS, OR CONSEQUENTIAL (OTHER
THAN ACTUAL AND DIRECT) DAMAGES ARISING UNDER OR OUT OF THIS
SUBLEASE OR THE TRANSACTIONS CONTEMPLATED IN THIS SUBLEASE. EXCEPT
FOR THE EXPRESS REPRESENTATIONS OF WARRANTIES SET FORTH HEREIN, AND
IN THE LFG AGREEMENT, SUBLESSEE HAS NOT RELIED UPON, AND WILL NOT
ASSERT THAT IT HAS RELIED UPON, ANY INFORMATION REGARDING SUBLESSOR,
THE LANDFILL, THE LANDFILL GAS OR THE TRANSACTIONS CONTEMPLATED BY
THIS SUBLEASE, AND NONE OF SUBLESSOR OR ANY OF ITS AFFILIATES SHALL
HAVE OR BE SUBJECT TO ANY LIABILITY TO SUBLESSEE OR ANY OTHER PERSON
RESULTING FROM THE FURNISHING TO SUBLESSEE OR ITS AFFILIATES, OR
SUBLESSEE'S OR ITS AFFILIATES' USE OF OR RELIANCE ON, ANY SUCH
INFORMATION OR ANY INFORMATION, DOCUMENTS OR MATERIALS MADE
AVAILABLE TO SUBLESSEE OR ITS AFFILIATES IN ANY FORM IN EXPECTATION OF,
OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS
SUBLEASE.
[Signature page follows]
23
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease to be
effective as of the date first set out above.
SUBLESSOR:
ALLIED WASTE SYSTEMS, INC., a
Delaware corporation
/J � /.'iv�ii l AOi/1+f7.
By: ¢ady�oes�n(�� ,aouoszsoeeoTl
Name: Brady Loesch
Title: Vice President
SUBLESSEE:
ARCHAEA ENERGY OPERATING LLC,
a Delaware limited liability company
Aimee DiTommam,o
By: Aimee D[Tommaso (Ju 122, 202516:05 CDT)
Name: Aimee DiTommaso
Title: Vice President and Chief Commercial Officer
[Signature Page - Site Sublease Agreement]
24
LESSOR JOINDER
In consideration of the Sublease and the benefits derived by Lessor related to the operation of
Sublessee's Facilities, the undersigned Lessor executes this Lessor Joinder on the 24th day of
July , 2025, solely for providing the Lessor Consent.
Capitalized terms not defined in this Lessor Joinder shall have the meanings provided in the
Sublease.
WITNESS/ATTEST:
LESSOR:
CITY OF FORT WORTH
By: Valerie Washington Ju 123,202513:05:06 CDT)
Name: Name: Valerie Washington
Title: Assistant City Manager
SCHEDULE A
SITE DESCRIPTION
FA:lury
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*Note: Site is generally shown above. Exact boundary of Site to be determined by Survey
as set forth in Sublease.
CITY COUNCIL AGEND
FORTWORTH
-,,,, ,o
Create New From This M&C
REFERENCE **M&C 25- 22ALLIED WASTE LEASE &
DATE: 6/10/2025 NO.: 0540 LOG NAME: OPS SOUTHEAST LANDFILL
AMENDMENT6 (RNG)
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (ALL) Authorize Execution of Amendment No. 6 to Contract with Allied Waste Systems,
Inc. d/b/a Republic Services for the Lease and Operation of the Southeast Landfill to
Amend the Renewal Terms and Other Terms and Conditions to Support the Renewable
Natural Gas (RNG) Project and Authorize the City Manager to Grant Leases and
Easements Related to the Southeast Landfill, as Needed, to Support the RNG Project
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of Amendment No. 6 to City Secretary Contract No. 28336 with Allied Waste
Systems, Inc. d/b/a Republic Services for the lease and operation of the Southeast Landfill to amend
the following terms and conditions to support the renewable natural gas (RNG) project:
Section 2.07 Mining and Mineral Rights
Section 3.02 Renewal Terms
Section 6.04(H) Leachate and Condensate Collection Services
Section 7.01 Operation of Southeast Landfill
Section 7.03 Tipping Fee - Non -City Waste
Section 15.01 Notices
2. Authorize the City Manager to grant leases and easements related to the
needed, in support of the RNG Project with Archaea Energy Operating, LLC.
DISCUSSION:
Southeast Landfill, as
On November 5, 2002, City Council passed M&C C-19358 authorizing City Secretary Contract No.
28336 ("Lease") with Allied Waste Systems, Inc. d/b/a Republic Services, Inc. ("Lessee"), to lease and
operate the City's ("Lessor") Southeast Landfill located at 6288 Salt Road, Fort Worth, TX 76140. This
contract and subsequent amendments allow Republic Services to lease and operate the landfill until
December 31, 2033, and obligate Republic Services to accept disposal of solid waste collected by the
Lessor's residential curbside collections contractor with certain exceptions (such as recyclables and
bulk waste).
On August 13, 2024, the City Council approved M&C 24-0695, which authorized the execution of a
Service Agreement to develop a landfill gas to renewable natural gas (RNG) conversion system at the
Southeast Landfill with Archaea Energy Services LLC (now Archaea Energy Operating, LLC)
("Archaea"). City staff recommends that the City Council approve the following amendments to the
Lease to align the Lease with the City's RNG Service Agreement with Archaea.
Mining and Mineral Rights
The Lease states that the City retains title to all mining and mineral rights except landfill gas. The
Lease does not clearly identify which party has title to landfill gas. City staff recommends that the City
Council approve an amendment to Section 2.07 of the Lease. This amendment will align the terms of
the Lease and the RNG Service Agreement by clarifying that the City has sole title to landfill gas.
Renewal Terms
The Lease with Republic Services expires on December 31, 2033. Recent data indicates that the
landfill's capacity is estimated to reach end of useful life in 2036. The gap between the expiration date
of the Lease with Republic Services and the useful life of the landfill creates an operational challenge
for the City; it also impacts the landfill lease revenue, post -closure financial responsibility, and landfill
operations.
City staff recommends that the City Council approve an amendment to the renewal terms outlined in
Section 3.02 of City Secretary Contract No. 28336. The amendment would align the Lease duration
with the landfill's useful life, ensuring continuity during closure and post -closure operations in the
future.
Leachate and Condensate Collection Services
City staff recommends that City Council approve an amendment to Section 6.04 Landfill Operating
Requirements (H) Leachate and Condensate Collection Services, of City Secretary Contract No.
28336 to specify that Archaea will be responsible for all condensate disposal and pre-treatment
requirements related to the RNG Service Agreement. Archaea will be responsible for any disposal
costs related to non -hazardous liquids; these expenses, if any, will be adjusted on monthly statements
and shared among Republic Services, Archaea, and the City.
Operation of Southeast Landfill
City staff recommends that City Council approve an amendment Section 7.01, Operation of Southeast
Landfill, of City Secretary Contract No. 28336 to allow Republic to execute a sub -lease with Archaea
for the purpose of the RNG project.
Tipping Fee - Non -City Waste
On November 17, 2020, City Council approved M&C 20-0839, adopting Ordinance No. 24533-11-
2020, which amended Chapter 12.5 of the City Code to establish a Landfill Environmental Fee in the
amount not to exceed $5.00 for haulers who did not have a Grant of Privilege with the City and
disposed of non -city waste at the Southeast Landfill. The fee went into effect on January 1, 2021.
On September 19, 2023, City Council, adopted Ordinance No. 26452-09-2023 amending Chapter
12.5-844 of the City Code, which increased the Landfill Environmental Fee for haulers who do not
have a Grant of Privilege with the City to $10.00 per ton. The M&C also established a $5.00 per ton
Landfill Environmental Fee for haulers who do have a Grant of Privilege with the City.
On September 24, 2024, City Council approved Ordinance No. 27191-09-2028, which increased the
Landfill Environmental Fee for haulers who do have a Grant of Privilege to $6.00 per ton and
increased the Landfill Environmental Fee for haulers who do not have a Grant of Privilege to $12.00
per ton.
City staff recommends that City Council approve an amendment to Section 7.03, Tipping Fee — Non -
City Waste, of City Secretary Contract No. 28336 to recommend set, future annual increases of the
existing Landfill Environmental Fee for all individuals disposing of non -city waste at the Southeast
Landfill during annual budget development. Starting in Fiscal Year 2026 through Fiscal Year 2030, the
recommended annual increase would be $.50 per ton. Beginning in Fiscal Year 2031 and continuing
through the landfill's useful life, the annual increase would be limited to $1.00 per ton.
Lease Section 7.03, as amended, allows for Republic Services to set the tipping fee charged to
haulers. The tipping fee must include all charges mandated by the City in its governmental capacity.
These planned annual increases to the Landfill Environmental Fee will contribute to stabilizing the
Solid Waste Fund and landfill operations.
Notices
City staff recommends that City Council approve an amendment to Section 15.01, Notices, of City
Secretary Contract No. 28336 to update the address for notice to City Attorney from 1000
Throckmorton Street, Fort Worth, Texas 76102 to 100 Fort Worth Trail, Fort Worth, Texas 76102.
Authorizina the City Manaqer to Grant Easements and Leases
City staff also recommends that the City Council authorize the City Manager to grant easements and
leases as necessary to support the RNG Project. Archaea may need easements or leases to be
executed during the duration of the RNG Project to support their operations at the Southeast Landfill.
Authorizing the City Manager to grant easements and leases will ensure the integrity of the RNG
Project at the Southeast Landfill.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this recommendation has no material impact on City
funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project
ID ID
Submitted for City Manaaer's Office by_
Originating Department Head:
Additional Information Contact:
Program Activity Budget Reference #
Year (Chartfield 2)
Valerie Washington (6199)
Cody Whittenburg (5455)
Jim Keezell (5153)
Chris Harper (2488)
ATTACHMENTS
FIDTABLE-22ALLIED WASTE LEASE AND OPERATIONS AMENDMENT 6.xlsx (CFW Internal)
Amount
City Secretary Contract Number 63625 Execution Copy
MUTUAL AGREEMENT
REGARDING BENEFICIAL USE OF LANDFILL GAS
This MUTUAL AGREEMENT REGARDING BENEFICIAL USE OF LANDFILL GAS
(this "Agreement") is entered into as of the 24th day of July, 2025 (the "Effective Date"), by and between
the CITY OF FORT WORTH, TEXAS, a home -rule municipal corporation of the State of Texas, acting
herein by and through its Assistant City Manager, Valerie Washington (the "Ci1y"), and ALLIED
WASTE SYSTEMS, INC., a Delaware corporation, duly authorized to do business in the State of Texas,
acting by and through its duly authorized representative ("Lessee").
WITNESSETH:
WHEREAS, the City and Lessee entered into that certain Agreement to Lease and Operate
Southeast Landfill, known as City Secretary Contract No. 28336 (such agreement, as amended, the "Lease
and ODerating Agreement"), dated as of January 28, 2003, for the lease and operation of the City's
Southeast Landfill, pursuant to the terms of that certain RFP 02-0087, issued by the City; and
WHEREAS, Section 2.08 of the Lease and Operating Agreement provides that the rights to
beneficially use or commercially exploit landfill gas generated from the Southeast Landfill will be by
mutual agreement of the City and Lessee; and
WHEREAS, the City and Archaea Energy Operating, LLC, a Delaware limited liability company
("Developer"), desire to enter into that certain Landfill Gas Rights Development Service Agreement (the
"Landfill Gas Rights Development Service Agreement") whereby Developer will develop, construct, own,
operate and maintain a facility at the Southeast Landfill for the beneficial use and commercial exploitation
of landfill gas generated from the Southeast Landfill (the "LFG Proiect"); and
WHEREAS, the City and Lessee desire to execute this Agreement to evidence the City and
Lessee's mutual agreement to the LFG Project, as required pursuant to Section 2.08 of the Lease and
Operating Agreement; and
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed, the City and Lessee agree as follows:
TERMS AND CONDITIONS
1. Recitals; Capitalized Terms. The recitals set forth above are true and correct and are
hereby incorporated herein by reference. Any capitalized terms used in this Agreement but not defined in
this Agreement shall have the same meaning ascribed to such capitalized terms in the Lease and Operating
Agreement. Any capitalized terms used in this Agreement but not defined in this Agreement that are not
defined in the Lease and Operating Agreement shall have the meaning ascribed to such capitalized terms
in the Landfill Gas Rights Development Service Agreement.
2. Mutual Agreement Regarding the Landfill Gas Rights Development Service
Agreement. As required pursuant to Section 2.08 of the Lease and Operating Agreement, and in
consideration of the Payments set forth in Section 3 herein, (i) the City and Lessee mutually agree to the
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LFG Project, and (ii) Allied hereby acknowledges that the Landfill Gas Rights Development Service
Agreement grants to Developer the rights to beneficially use and commercially exploit the landfill gas at
the Landfill and Allied does not object to such. Notwithstanding anything to the contrary set forth in this
Agreement or otherwise, except as expressly set forth in the immediately following sentence, Section 2.08
of the Lease and Operating Agreement is not amended, modified, superseded or deleted by this Agreement
and (a) items (i) and (ii) of Section 2.08 of the Lease and Operating Agreement remain applicable and
binding on the parties hereto with respect to the LFG Project, and (b) Section 2.08 of the Lease and
Operating Agreement remains applicable and binding on the parties hereto with respect to any new or
additional beneficial use or commercial exploitation of landfill gas from the Southeast Landfill. The City
and Lessee agree that item (iii) of Section 2.08 of the Lease and Operating Agreement shall not apply to
the LFG Project. Notwithstanding the foregoing and solely as between the City and Lessee pursuant to
this Agreement, Lessee agrees that the City will not pay any out-of-pocket municipal funds to any third
party in connection with the LFG Project (other than such funds the City is obligated by contract to pay)
and each of the City and Lessee agree that any and all costs and expenses incurred by Lessee with respect
to Lessee's compliance with the terms of this Agreement (including increases to such costs and expenses
over the life of the LFG Project) shall be deducted equally from Payments due to the City and Lessee
under the Landfill Gas Rights Development Service Agreement.
3. Pavments from the LFG Proiect. From the date the Landfill Gas Rights Development
Service Agreement is executed by the parties thereto until the last to occur of (a) the expiration of the
Term (as defined in the Landfill Gas Rights Development Service Agreement), as such may be extended,
or (b) the completion of Closure (as defined in the Lease and Operating Agreement) and the completion
of all post -Closure maintenance obligations set forth in the Lease and Operating Agreement pursuant to
the Landfill Permits (as defined in the Lease and Operating Agreement) and Applicable Laws (as defined
in the Lease and Operating Agreement) then in force, the City and Lessee shall each be entitled to fifty
percent (50%) of the Payments (as defined in the Landfill Gas Rights Development Service Agreement).
In the event the City receives in excess of fifty percent (50%) of any such Payments that should have been
paid to Lessee, the City shall promptly remit such excess amount to Lessee. In the event Lessee receives
in excess of fifty percent (50%) of any such Payments that should have been paid to the City, Lessee shall
promptly remit such excess amount to the City.
4. Sharing of Information. To the extent not subject to attorney -client privilege, the City
and Lessee agree to provide the other party any information, materials, records, documents and reports
(including if any of such is received from Developer) in such parry's possession or control with respect to
the LFG Project and the determination and payment of Payments.
5. Amendment of Landfill Gas Rights Development Service Agreement. The City shall
not amend or modify, or agree to any amendment or modification of, the Landfill Gas Rights Development
Service Agreement as provided to Lessee by City in connection with securing Lessee's signature to this
Agreement, without the prior written approval of Lessee, such approval to be exercised in the sole and
absolute discretion of Lessee.
6. Conflicting Provisions. Notwithstanding anything to the contrary set forth in this
Agreement or otherwise, other than the terms of the first sentence of Section 2.07 and Section 2.08 of the
Lease and Operating Agreement, the parties hereto acknowledge and agree that the terms of the Lease and
Operating Agreement (including as such is amended in connection with the LFG Project) do not, and are
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not intended to, apply to this Agreement, the development, construction, ownership, operation and
maintenance of the LFG Project or the Landfill Gas Rights Development Service Agreement and that
Lessee's sole obligations with respect to the LFG Project and the Landfill Gas Rights Development
Service Agreement are those obligations expressly set forth in this Agreement and the Project Site
Sublease (as defined in the Landfill Gas Rights Development Service Agreement). In the event of a
conflict between the terms or provisions of this Agreement and the terms and provisions of either or both
of the Lease and Operating Agreement and/or the Landfill Gas Rights Development Service Agreement,
the terms and provisions of this Agreement will control and prevail. In the event of a conflict between the
terms or provisions of the Lease and Operating Agreement and the terms or provisions of the Landfill Gas
Rights Development Service Agreement, the terms and provisions of the Lease and Operating Agreement
will control and prevail.
7. Lessee's Obligations with Resuect to the LFG Proiect. Regardless of any language to
the contrary in this Agreement or the Lease and Operating Agreement, Lessee shall comply with the
following solely with respect to the LFG Project and solely if such is an obligation of Lessee and the City
shall cause Developer to comply with the following if such is an acknowledgement or obligation of
Developer:
a. Proiect Site Sublease. Upon the execution and delivery of this Agreement and the
Sixth Amendment to the Lease and Operating Agreement by the City and Allied, Lessee
agrees to execute and deliver the sublease agreement, substantially in the form set forth in
Attachment 1 (the "Proiect Site Sublease"), to Developer.
b. Interconnection. Lessee shall use reasonable, good faith efforts to cooperate with
respect to the interconnection between the Collection System and the RNG Production
Facilities and such interconnection shall be subject to the written consent of the City and
Lessee, which will not be unreasonably withheld, conditioned, or delayed by the City or
Lessee (Lessee shall not have any liability with respect to the City's failure to provide or
delay in providing such consent). The City shall cause any costs and expenses of all such
interconnection between the Collection System and RNG Production Facilities and
maintenance with respect to such interconnection to be paid by Developer.
C. Permits. Lessee shall reasonably cooperate with Developer in the application for
and acquisition of all necessary Permits in connection with the development or operation
of the Project and RNG Production Facilities, provided, (1) that copies of all applications
for such Permits shall be provided to Lessee and Lessee shall have thirty (30) days to
review such prior to Developer filing such with any Governmental Authority and
Developer shall consider any comments and changes with respect thereto in good faith but
shall have no obligation to implement any comments or changes, and (2) if Lessee is
required to obtain or modify any of its permits, licenses, authorizations or approvals that it
would not have been required to obtain and/or modify but for this Agreement or
Developer's activities or operations at the Landfill, Developer shall be responsible for all
costs and expenses of Lessee with respect to Lessee obtaining and/or modifying such
permits, licenses, authorizations or approvals; provided, however, Developer shall not be
required to pay or reimburse Lessee for any costs and expenses associated with any permits,
licenses, authorizations, or approvals that are required for compliance with Lessee's
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operations at the Landfill and not as a result of this Agreement or Developer's activities or
operations at the Landfill. Such Permits and such permits, licenses, authorizations or
approvals shall not have an adverse impact or effect on Lessee's construction, installation,
management, operation, maintenance, repair and/or modification of and to the Landfill or
with respect to Lessee's rights or obligations provided in the Lease and Operating
Agreement.
d. Plant Condensate. Developer shall, at its sole cost and expense, install and operate
one or more holding tanks for the temporary storage of Plant Condensate. Following the
Commercial Operations Date and prior to the discharge of any Plant Condensate in the
Landfill's wastewater treatment system, Developer shall sample its Plant Condensate in
the applicable holding tank and have a qualified third party agreed to in writing by the City,
Developer and Lessee (which approval shall be not unreasonably withheld, conditioned, or
delayed by any party) characterize the Plant Condensate. The scope of characterization
shall be approved in writing by each of the City, Developer and Lessee (which approval
shall be not unreasonably withheld, conditioned, or delayed by any parry) and the results
of such characterization shall be provided by Developer to each of the City and Lessee.
Unless the results of such sampling indicate that (i) the Plant Condensate is
characteristically hazardous under any Applicable Law or hazardous under any Applicable
Law, (ii) the Plant Condensate exceeds applicable limits or conditions in Lessee's permits,
licenses, authorizations or approvals for the handling, transportation or disposal thereof
(including the applicable limits or conditions in the City's permits, licenses, authorizations
or approvals for the handling, transportation or disposal thereof), or (iii) the Plant
Condensate does not meet the requirements for handling and disposal of Lessee and its
affiliated entities as applied to other solid waste landfills set forth in the internal guidelines
of Lessee and its Affiliates (as such may be amended from time -to -time, a copy of which
shall be provided to City upon request), Lessee agrees to (Y) accept such Plant Condensate
tendered by Developer to the condensate delivery point agreed to in writing by the City,
Developer and Lessee for handling in the Landfill's wastewater treatment system utilizing
such measures as required for compliance with Lessee's permits, licenses, authorizations
or approvals, at no cost to Developer, and (Z) tender such Plant Condensate to the City for
disposal thereof. If Plant Condensate is rejected by Lessee or the City pursuant to sub -
clause (i) above, all costs in connection with the collection, handling, treatment and
disposal of any such rejected Plant Condensate shall be the responsibility of Developer. If
Plant Condensate is rejected by the City pursuant to sub -clause (ii) above or by Lessee
pursuant to sub -clause (ii) or (iii) above, all reasonable, documented and out-of-pocket
costs incurred by Developer in connection with the collection, handling, treatment and
disposal of such rejected Plant Condensate shall be paid by Developer, provided that a total
of fifty percent (50%) of such costs paid by Developer shall be deducted from the Royalty
Payments made to each of the City and Lessee pursuant to the Landfill Gas Rights
Development Service Agreement (for example, if such costs paid by Developer total
$10,000, then a total of $5,000 shall be deducted from the Royalty Payments, allocated as
follows: $2,500 shall be deducted from the Royalty Payments made to the City pursuant to
the Landfill Gas Rights Development Service Agreement and $2,500 shall be deducted
from the Royalty Payments made to Lessee pursuant to the Landfill Gas Rights
Development Service Agreement). Developer shall be responsible for the proper handling,
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treatment, collection, and disposal of Plant Condensate so rejected in compliance with all
Applicable Laws; provided, that upon Developer's delivery of Plant Condensate at the
condensate delivery point agreed to in writing by the City, Developer and Lessee that has
not been so rejected, Lessee shall be responsible for the proper handling thereof in
compliance with all Applicable Laws and shall tender such Plant Condensate to the City
for disposal. Notwithstanding anything to the contrary in this Agreement, (1) Lessee shall
have no obligation to accept or handle Plant Condensate that was not isolated in a holding
tank and analyzed by a third party with respect to its constituent products and concentration
thereof, with the testing thereof in accordance with the procedure set forth in this Section
70d , (2) upon request of Lessee, and within no less than fifteen (15) days of any such
request, Developer shall prepare and deliver to Lessee a draft of a written notification that
complies with Applicable Laws to be provided by Lessee to any applicable Governmental
Authority with respect to any treatment of the inclusion of the Plant Condensate with the
Landfill Condensate, Leachate, and Gas Well Liquids, (3) if the City is unwilling to accept
the Plant Condensate for disposal (including when commingled with the Landfill
Condensate, Leachate, and Gas Well Liquids, provided such Landfill Condensate,
Leachate, and Gas Well Liquids if not so commingled with the Plant Condensate would be
accepted by the City for disposal), for any reason other than sub -clause (i), (ii) or (iii)
above, the City shall be responsible for any costs in connection with the collection,
handling, treatment and disposal of any such rejected Plant Condensate and Lessee shall
have no liability with respect thereto, and (4) Lessee shall have no responsibility for the
extraction of any Gas Well Liquids or the costs or expenses connected with the extraction
of any Gas Well Liquids except as required by the terms of the Lease and Operating
Agreement or otherwise agreed in writing by the City, Lessee and Developer following the
date of this Agreement.
e. Developer Disposal at the Landfill. To the extent permitted by Applicable Laws,
Developer shall have the right to return to Lessee for disposal of in the Landfill any and all
solid waste matter removed from the Landfill as a result of the construction and installation
of any RNG Production Facility, and Lessee shall accept and dispose of the same, at no
cost to Developer (except Developer shall be responsible for collection and transportation
of the same (or the costs and expenses of the collection and transportation of the same) to
the point of disposal designated by Lessee); provided, however, Lessee shall have no
obligation to accept and dispose of the same if (a) the permits, licenses, approvals or
authorizations of the Landfill do not permit such acceptance or disposal, (b) Lessee is
required to pay any governmental taxes or fees with respect to such acceptance or disposal
or to pay the City any amount with respect to such acceptance or disposal, or (c) Developer
introduces any waste, material, liquid, debris or other item therein (including any
Hazardous Materials).
8. Priority of Landfill Operations.
a. Notwithstanding anything in this Agreement to the contrary, the City acknowledges
and agrees (and shall cause Developer to acknowledge and agree) that Lessee's primary
interest and obligation is the safe and efficient operation of the Landfill and the Collection
System, in compliance with Applicable Laws, permit conditions and the terms of the Lease
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and Operating Agreement, and that any interest of Developer in the Landfill Gas shall
remain secondary to the operation, management, permits, and/or compliance with
Applicable Laws of or relating to the Landfill, the collection and disposal of waste at the
Landfill (including the decision regarding waste acceptance and disposal), and the
Collection System and Lessee's compliance with the terms of the Lease and Operating
Agreement. For purposes of this Section, the operation of the Landfill shall be deemed to
include, without limitation, the operations of any Affiliate of Lessee and any third party (or
any affiliated or successor entity engaged in similar or related activities) at the Landfill.
Notwithstanding anything in this Agreement to the contrary, the City acknowledges and
agrees (and shall cause Developer to acknowledge and agree), that the City's and
Developer's rights and interests under the Landfill Gas Rights Development Service
Agreement shall not interfere with Lessee's compliance with any permits, licenses,
approvals or authorizations, Applicable Laws related to the Landfill or the Collection
System, or with the lawful and safe operation of the Landfill and the Collection System,
including, without limitation, the design, division, construction, operation, expansion
(vertical or horizontal), maintenance, and monitoring of the Collection System and/or the
Landfill, or the closure and post -closure of the Landfill. Notwithstanding anything in this
Agreement to the contrary, Lessee shall be free at all times to take any action Lessee deems
necessary or desirable in accordance with industry standard and prudent operating
practices, in Lessee's sole and absolute judgment, in connection with the Landfill,
including, without limitation, any action required to comply with any Applicable Law,
mitigate or eliminate any thermal reaction within the Landfill or to respond to community
concerns, without regard to the effect of such action on the quantity or quality of Landfill
Gas extracted from the Landfill. Upon prior written notice to Developer, Lessee may
operate the blowers and flares independent of Developer, if Lessee deems it necessary;
provided that the notice obligation herein shall be inapplicable in the event of an emergency
or perceived emergency at the Landfill. Notwithstanding anything to the contrary set forth
in this Agreement, (i) in the event of any action or event which (A) in the reasonable
judgment of Lessee may create a health or safety emergency at the Landfill or the RNG
Production Facility or (B) in the reasonable judgment of Lessee may cause damage to the
Landfill or the RNG Production Facility (including equipment), or (ii) if the delivery of
Landfill Gas to Developer may, in the reasonable judgment of Lessee, result in non-
compliance with any Applicable Law, then Lessee may, in addition to any other remedy it
may have under this Agreement, cease delivery of Landfill Gas to Developer, as applicable,
during the existence of any of the foregoing circumstances or conditions, and the
suspension of the delivery of Landfill Gas pursuant to the terms of this sentence shall not
be a breach of this Agreement and shall not give rise to any liabilities or obligations of
Lessee to either of the City or Developer under this Agreement or otherwise, including,
without limitation, consequential or special damages. Subject to this Section 8(a). Lessee
and the City will work together in good faith to attempt to minimize adverse impacts to the
collection of Landfill Gas with respect to flow and Developer's operations resulting from
Lessee's primary interest and obligation; provided, however, that nothing in this
Agreement shall (x) require Lessee to incur costs or expenses in taking any actions that are
not required to be taken by Lessee in this Agreement or the Project Site Sublease with
respect to compliance with Applicable Laws and permits relating to any of the Landfill and
Lessee's operations (without taking into account Developer's activities for purposes of
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making the foregoing determination), or (y) alter the types or quantities of waste received
of and disposed of at the Landfill (including ceasing or reducing disposal of waste which
does not generate any or sufficient Landfill Gas or inhibits the generation of Landfill Gas
or changes the chemical composition or attributes of the Landfill Gas).
b. The City shall cause Developer to acknowledge and agree to Section 8(a) in writing.
9. Indemnity.
a. The Lessee shall indemnify and hold harmless the City and its officers, agents,
servants, and employees from and against any and all suits, actions, legal
proceedings, claims, demands, damages, assessments, costs, expenses, and
attorneys' fees ("Claims") to the extent resulting from an act or omission of the
Lessee, its officers, agents, servants, employees or subcontractors in the
performance of this Agreement. The Lessee shall not, however, be obligated to
indemnify the City for any such Claims arising from a negligent act or omission or
the willful misconduct of or willful failure to act by the City, its officers, agents,
servants, or employees.
b. The provisions of this Section shall survive the termination or expiration of this
Agreement.
10. Counterparts; Electronic Signatures; Binding Nature. This Agreement may be
executed in multiple counterparts by the parties hereto. All counterparts so executed shall constitute one
agreement binding upon all of the parties hereto, notwithstanding that all of the parties hereto are not
signatories to the original or the same counterpart. Each counterpart shall be deemed an original to this
Agreement, all of which shall constitute one agreement to be valid as of the Effective Date. Each party
hereto agrees that this Agreement and any other documents to be delivered in connection herewith may
be electronically signed, and that any electronic signatures appearing on this Agreement, or such other
documents are the same as handwritten signatures for the purposes of validity, enforceability, and
admissibility.
11. Assignment. This Agreement may not be assigned by Lessee without the prior written
consent of the governing body of the City (such consent shall not be unreasonably withheld in the case of
a proposed assignment to an affiliate of Lessee, but may be withheld for any reason or for no reason in
the case of a proposed assignment by Lessee to a non -affiliate). In the event of a delegation of any duty
required under this Agreement, the delegate shall assume responsibility for performance of that duty
without affecting the Lessee's liability. The City may not assign its rights and privileges under this
Agreement without the prior written consent of Lessee (such consent shall not be unreasonably withheld);
in the event of any assignment by the City, this Agreement and the Lessee's rights hereunder shall not be
disturbed but shall continue in full force and effect as a direct lease between the Lessee and the City's
assignee.
12. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
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ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement.
13. Parties Bound. This Agreement is binding on and inures to the benefit of the parties and
their respective successors and assignees when permitted by this Agreement.
14. No Third Partv Rights. This Agreement is exclusively for the benefit of the City and the
Lessee and shall not provide any third parties with any remedy, claim, liability, reimbursement, cause of
action, or other rights.
15. Governing Law and Applicable Venue. This Agreement is made and performable in Fort
Worth, Texas, and shall be interpreted in accordance with the laws of the State of Texas. Venue for any
legal action arising out of this Agreement shall lie in any federal or state court of competent jurisdiction
located in or having jurisdiction for Tarrant County, Texas.
16. Entire Agreement. This Agreement contains all of the covenants, statements,
representations and promises agreed to by the parties. No agent of either party has authority to make, and
the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise not set
forth herein. The parties may amend this Agreement only by a written amendment executed by both
parties.
17. Partial Invaliditv. In the event one or more provisions of this Agreement shall for any
reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had not been contained in it.
[Signature page to follow]
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IN WITNESS WHEREOF, this Agreement has been executed effective as of the Effective Date.
LESSEE:
ALLIED WASTE SYSTEMS, INC.
%�IJ'/l// / 90A1r17.
B�%: Brady Loesch( 3, 202508:25.06 CDT)
Itss: Brady Loesch, Vice President
Date Signed: 07/23/2025
CITY:
CITY OF FORT WORTH, TEXAS
Va lerie Washi ngton Ju 123, 202513:05:06 CDT)
Valerie Washington
Assistant City Manager
Date Signed: 07/23/2025
ATTEST:
�m� A .,&'�
Jannette Goodall
City Secretary
APPROVED AS TO FORM AND LEGALITY:
M. Kevin Anders, II
Assistant City Attorney
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible for the monitoring and administration
of this contract, including ensuring all per performance and reporting requirements.
chvistrah Neu sell
Chrirtian Harper (Ju123, 1102508 28 29 CDT)
Name: Christian Harper
Contract Services Administrator
[Signature Page — Mutual Agreement Regarding Beneficial Use of Landfill Gas]
CONFIDENTIAL
Execution Copy
City Secretary Contract Number 63626
LANDFILL GAS RIGHTS DEVELOPMENT SERVICE AGREEMENT
This LANDFILL GAS RIGHTS DEVELOPMENT SERVICE AGREEMENT ("Agreement") is
made and entered into this 24th day of July, 2025 (the "Effective Date") by and between the City of Fort
Worth, a home -rule municipal corporation of the State of Texas ("City"), and Archaea Energy Operating,
LLC, a Delaware limited liability company ("Developer"). City and Developer are referred to herein
individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, City owns a municipal solid waste disposal facility located at 6288 Salt Road, Fort Worth,
Texas, commonly known as the City of Fort Worth Southeast Landfill, as further described in the Lease (defined
below) and the City's municipal solid waste permit MSW 218-C (the "Landfill");
WHEREAS, the City and Allied Waste Systems, Inc. d/b/a Trinity Waste Services ("Allied") are parties
to that certain Agreement to Lease and Operate the Landfill, dated as of January 28, 2003, as amended, pursuant
to which Allied performs certain services in respect of operating the Landfill ("Lease);
WHEREAS, the Landfill produces Landfill Gas as a result of the decomposition of municipal solid waste
within the Landfill, which City desires be collected, and beneficially used;
WHEREAS, pursuant to the terms of the Lease, the City has sole title to Landfill Gas in respect of the
use and sale of Landfill Gas produced at the Landfill.
WHEREAS, the City selected Developer as the winning bidder in response to City's Request for
Proposals Number 24-0224 (the "Awarded RFP") and City desires to contract with Developer in order to sell
Landfill Gas to Developer, and desires to grant other rights to Developer, in order that Developer refine such
Landfill Gas for transportation by and sale to third parties;
WHEREAS, in furtherance of the Awarded RFP and this Agreement, Allied and the City executed that
certain Mutual Agreement Regarding the Beneficial Use of Landfill Gas, dated as July 24, 2025, and that
certain Sixth Amendment to the Lease, dated of as July 24, 2025, collectively attached hereto as Exhibit F,
pursuant to which, inter alia, Allied (i) agreed upon and consented in all respects to the City's sale,
transfer, grant, conveyance, and assignment to Developer the Landfill Gas collected from the Collection
System at the Landfill pursuant to the terms of this Agreement; and (ii) agreed to grant exclusively to Developer
all necessary rights to construct, operate and maintain the RNG Production Facilities on certain real property at
the Landfill leased by Allied for the construction, operation and maintenance of the RNG Production Facilities
pursuant to the terms of the Project Site Sublease.
WHEREAS, the Developer acknowledges that the primary purpose of the Landfill is and shall remain as
a municipal solid waste landfill and that collecting and converting Landfill Gas shall remain secondary to the
Landfill's continued use as a municipal solid waste landfill;
WHEREAS, Developer is a business entity which is wholly separate from City and Landfill Operator and
which seeks to construct, own, operate and maintain RNG Production Facilities on the Landfill to recover, store,
analyze, treat, process, transport, market, sell, convey, transact, and otherwise beneficially use Landfill Gas
generated from the Landfill without any funding assistance from the City;
#8150573
CONFIDENTIAL Execution Copy
WHEREAS, Developer desires to obtain all of the rights, title, interest, and benefit, existing currently
and to exist, in and to all the Landfill Gas at the Landfill, in accordance with the terms and conditions herein,
including all associated credits, benefits, certificates, economic benefits, incentives, and byproducts thereof, direct
and indirect, currently existing or to exist, known and unknown, including as may in the future be created by law,
regulation or industry usage, as well as all associated Environmental Attributes, together with all land use and
other rights necessary to recover, take possession of, store, analyze, treat, process, transport, market, sell, convey,
transact, and otherwise beneficially use such Landfill Gas according to the provisions herein, including by
generating, processing, or selling Renewable Natural Gas, any Products, electricity or other power, and/or selling,
trading, generating, or conveying Environmental Attributes accruing therefrom to third -party purchasers, markets,
and/or users, and to develop and operate a an RNG Production Facility and City desires to convey the same to
Developer on the terms herein; and
WHEREAS, Developer intends to construct, own, and operate RNG Production Facilities on the Project
Site, subject to the terms and conditions hereof, including such pipelines as may be necessary for Developer's
rights or obligations herein, all such activities to be conducted in accordance with Good Industry Practices and in
such a manner as to avoid any disruption of City's ownership of the Landfill and Landfill Operator's management
of the Landfill;
NOW, THEREFORE, for and in consideration of the terms herein, and for other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, City and Developer covenant and
agree as follows.
ARTICLE I
DEFINITIONS
The following terms shall have the definition specified below, unless otherwise required by context. Any
term not expressly defined below shall have its most common English usage, in consideration of its context and
general industry meaning and usage.
1.0 Defined Terms.
"Acceptance Notice" has the meaning set forth in Section 2.11.
"Affiliate" (and its correlative terms) means, with respect to any Person, a Person directly or indirectly
Controlling, Controlled by or under common Control with such Person.
"Agreement" has the meaning set forth in the preamble.
"Alterations" (and its correlative terms) has the meaning set forth in Section 7.4.
"Anti -Corruption Laws" means (i) the laws of the United States relating to combating bribery and
corruption; (ii) the principles described in the Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, signed in Paris on December 17, 1997, which entered into force on
February 15, 1999, and the Convention's Commentaries; (iii) the UK Bribery Act of 2010; and 1.6 the U.S.
Foreign Corrupt Practices Act of 1977, 15 U.S.C. § 78dd-1, et seq.
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"Applicable Law(s)" means, any law, statute, treaty, order, ordinance, decree, rule, code, injunction,
Permit, agreement, statutory or regulation issued, promulgated, or ratified by any Governmental Authority having
jurisdiction over the Project, the RNG Production Facilities, the Landfill, the Project Site, performance of all or
any portion of the obligations under this Agreement, operation of the Landfill, RNG Production Facilities, or
Landfill Operator Facilities (whether relating to the environment, Hazardous Substances or otherwise), or other
legislative or administrative action of a Governmental Authority, or a final decree, judgment or order of a
Governmental Authority that relates to the performance of this Agreement, including applicable Anti -Corruption
Laws and Environmental Laws.
"Assign" and "Assignment" have the meanings set forth in Section 17.9(a).
"Billing Period" has the meaning set forth in Section 6.1(e).
"Biogas Production Facilities" or "Biogas Production Facility" shall mean Landfill Operator Facilities
and any and all other equipment, facilities, structures, or fixtures upstream of the Delivery Point handling Landfill
Gas and regulated under the RFS.
"British Thermal Unit" or "BTU" means the quantity of heat required to raise the temperature of one
pound of water by one degree Fahrenheit, which is equivalent to 1,055 Joules, and calculated using the higher
heating value basis.
"Business Day" means any calendar day the City of Fort Worth is open for business.
"City Council" means the then -current Fort Worth City Council.
"City Event of Default" has the meaning set forth in Section 16.1.
"City Facilities" means, upon the termination or expiration of the Lease and Operating Agreement, the
Biogas Production Facilities, and all facilities, equipment, fixtures, and permanent improvements owned,
constructed, located, or installed by Landfill Operator in or on or appurtenant to the Landfill, including the
Collection System, the leachate system or any wastewater treatment facilities that vest in the City.
"City Persons" means City and its respective Representatives and each of their respective successors,
heirs, executors, administrators, and assigns.
"Collection System" means (i) the network of wells, trenches, lateral piping, headers, gathering systems,
control systems, and interconnecting pipes related to the collection of Landfill Gas from the Landfill existing as
of the Effective Date and/or to be constructed, installed, and relocated from time to time by City or the Landfill
Operator on the Landfill, and (ii) the blower -flare facility existing as of the Effective Date and/or to be installed
by City or the Landfill Operator and located on the Landfill, and as the same may be altered or otherwise modified
from time to time, and (iii) any equipment related to the collection and management of LFG before the Delivery
Point, including flares, blowers, knockouts, condensate removal systems, pumps, air compressors, gas wells, air
lines, gas condensate and collection lines, valves, and meters. For the avoidance of doubt, the Collection System
does not include any part or portion of the RNG Production Facilities.
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"Commercial Operations Date" or "COD" means the first date on which the RNG Production Facilities
begin commercial deliveries of any Product to a delivery point designated by the buyer of such Products pursuant
to an offtake agreement with such buyer ("Commercial Operation").
"Commercial Operations Date Deadline" means the date which is twenty-nine (29) months from the
Effective Date; provided that the Commercial Operations Date Deadline shall be subject to extension as set forth
in Section 6.1(c).
"Condensate" means any liquids associated with the condensing of vapors that occurs during the
collecting, transporting, compression, heating, and cooling of LFG. Liquid formed downstream of the Delivery
Point shall be known as "Plant Condensate" and liquid formed upstream of the Delivery Point from the
condensation of Landfill Gas within the Collection System shall be known as "Landfill Condensate."
"Condensate Delivery Point" means the point at which Plant Condensate is returned to the City's Leachate
system at the boundary of the Project Site, which point shall be determined by the mutual agreement of the Parties
based on the requirements of the Landfill and the RNG Production Facilities. The Condensate Delivery Point will
meter flows of Plant Condensate returned to the City.
"Confidential Information" has the meaning set forth in Section 17.16.
"Control" (and its correlative terms) means, with respect to any Person, the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person whether through ownership of voting
securities or ownership interests, by contract or otherwise, and specifically with respect to a corporation,
partnership, trust or limited liability company, means direct or indirect ownership of more than fifty percent (50%)
of the voting securities in such corporation or of the voting interest in a partnership or limited liability company
or of the beneficial interests in a trust.
"Current Tax Benefits" means:
(a) any tax credits established under Section 48, Section 48E, Section 45, Section 45Y, Section 45Z or
Section 45Q the Internal Revenue Code, as amended, or any similar or successor provision of the Internal
Revenue Code, (as well as grants that are obtained by Developer that are in lieu of, or were otherwise
designed to replicate the benefits of, such tax credits);
(b) any voluntary emission reduction tax credits obtained or obtainable by Developer in connection with
the generation of energy by the RNG Production Facilities;
(c) any production tax credits;
(d) any other tax credits associated with the construction or ownership of the RNG Production Facility;
(e) any state, federal or private grants, tax abatements or tax exemptions, relating to the construction or
ownership of the RNG Production Facilities or the output thereof; or
(f) any other tax benefit associated with Recovered Landfill Gas, the Project, or any RNG Production
Facility;
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in the case of (a) - (f), that is in effect as of the Effective Date of this Agreement.
"Default Notice" has the meaning set forth in Section 16.1 N.
"Delivery Point" means, as between City and Developer, the interconnection point between the Collection
System and the RNG Production Facilities where the Recovered Landfill Gas leaves the Collection System and
passes through a meter into equipment owned by Developer, which point shall be determined by mutual
agreement of the Parties upon completion of an ALTA survey and based on the requirements of the Landfill and
the RNG Production Facilities, and at which Delivery Point title to the Recovered Landfill Gas passes from City
to Developer.
"Developer Event of Default" has the meaning set forth in Section 16.2.
"Developer Persons" means Developer, its Affiliates and their Representatives.
"Developer" has the meaning set forth in the preamble.
"Development Fee" means an amount determined by multiplying a dollar amount determined in
accordance with Sections 6.1(b)-(c) by the volume (on a MMBtu basis) of the Flared Gas Amount at the Landfill
in each month during the Development Period.
"Development Period" has the meaning set forth in Section 6.1 M.
"Downstream Utilities" means any infrastructure necessary to operate the RNG Production Facilities,
including pipeline or electrical interconnection.
"Effective Date" has the meaning set forth in the preamble.
"Environmental Attribute(s)" means any and all emissions reductions, characteristics, credits,
certificates, benefits, reductions, offsets, rebates, subsidies, offsets, incentive payments, and/or allowances or
other aspect of any kind or nature howsoever entitled, designated, or, attributable to or associated with the
production from the RNG Production Facilities of Renewable Natural Gas or any Products, including the
production and delivery of Renewable Natural Gas for use as a renewable transportation fuel, generation of
electricity, of for any other purpose intended as renewable energy or for reduction of air emissions of any kind or
nature, or for any other environmental benefit of any kind or nature, in each case, whether existing as of the
Effective Date or in the future, and whether as a result of any present or future local, state or federal laws or
regulations or local, state, national or international voluntary program, as well as any and all generation attributes
under the State of Texas Renewable Portfolio Standard regulations and under any and all other international,
federal, regional, state or other law, rule, regulation, bylaw, treaty or other intergovernmental compact, decision,
administrative decision, program (including any voluntary compliance or membership program), competitive
market or business method (including all credits, certificates, benefits, and emission measurements, reductions,
offsets and allowances related thereto), now or in the future, including, without limitation, for example:
(a) RINs, eRINs, and/or low carbon fuel standard credits,
(b) Any certificates issued pursuant to ERCOT in connection with energy generated by the RNG
Production Facility or any RECs,
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(c) All Certified Emission Reductions (CERs),
(d) Similar program benefits to any of the foregoing,
(e) all tradable emission allowances or other entitlements or credits to produce emissions issued by a
Governmental or quasi -Governmental Authority, together with all recording or registration rights for the
same;
(f) renewable energy credits created as a result of generating electricity from the Recovered Landfill Gas;
and
(g) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO), methane (CH4) and other Greenhouse Gases (GHGs) that have
been determined by the United Nations Intergovernmental Panel on Climate Change to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; in each case,
produced in connection with the Project or the RNG Production Facility, associated with the use or
destruction of Recovered Landfill Gas after the Delivery Point, and/or arising from or related to the
production of Products from the RNG Production Facility.
If during the Term, a change in laws or regulations occurs that creates value in Environmental Attributes, then, at
Developer's request, City shall, and shall use reasonable efforts to cause a Landfill Operator to, cooperate with
Developer to register such Environmental Attributes or take other action necessary to obtain the value of such
Environmental Attributes, for Developer. Environmental Attributes expressly exclude Current Tax Benefits and
Future Tax Benefits.
"Environmental Claims" means any claim, action, suit, proceeding, demand, assessment, fine, penalty,
or investigation arising under any Environmental Law; and also any claim or action at law, equity, or any other
action of whatever form (including nuisance, trespass, negligence, or strict liability) that alleges harm to natural
resources, property damages, personal injuries, or other similar harms from the presence, handling, or
management of any Hazardous Substances.
"Environmental Laws" means any Applicable Law relating to (i) the protection of human health, (ii)
environment pollution or contamination, (iii) the construction, installation, repair, maintenance, or operation of
the Landfill (including the Collection System) or the RNG Production Facilities, and/or (iv) otherwise regulating
and/or restricting the management and/or handling of a Hazardous Substance, applicable to the Landfill or the
RNG Production Facilities, including, but not limited to the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the
National Environmental Policy Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the
Endangered Species Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Atomic Energy Act, the
Occupational Safety and Health Act, the Clean Air Act, the Hazardous Materials Transportation Act, the Toxic
Substances Control Act, and the Emergency Planning and Community Right To Know Act, as amended or
supplemented from time to time.
"EPA" means the U.S. Environmental Protection Agency, or its successor entity.
"ERGOT" means the Electric Reliability Council of Texas, or its successor entity.
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"eRIN" or "eRINs" means a Renewable Identification Number generated from use of renewable
electricity, which is produced from RNG, as transportation vehicle fuel and designated as either a type "D3"
(cellulosic biof iel) eRIN or its equivalent under RFS, RFS2 or any successor program as may be promulgated by
the EPA or any other Governmental Authority in place of RFS2. As used herein, RFS2 shall mean the Renewable
Fuel Standard set forth in the Code of Federal Regulation Title 40, Part 80, and all sub -parts thereof.
"Event of Default" means a City Event of Default or a Developer Event of Default, as applicable.
"Excess Landfill Gas" means Landfill Gas produced at the Landfill and collected by the Collection
System but not utilized by Developer that is in excess of 110% of the Maximum Capacity and exists for at least
period of three hundred sixty-five (365) consecutive days.
"Excess Landfill Gas Commitment Date" has the meaning set forth in Section 2.11.
"Final Performance Testing" shall mean Developer's performance testing of operation of the Plant which
shall occur at the time determined by Developer and measured over a thirty (30) consecutive day period between
the Commercial Operation Date and the date that is six (6) months after the Commercial Operations Date.
"Flare Turndown Requirements" means the minimum continuous volume of Landfill Gas expressed in
SUM necessary to operate the Landfill's flare(s), or other backup control devices, in compliance with Applicable
Laws and good engineering practices.
"Flared Gas Amount" means an amount equal to the difference between the volume of Landfill Gas
measured at the Landfill's flare less the Flare Turndown Requirements each month during the Development
Period.
"Force Majeure Event" means any act or condition to the extent (a) beyond the reasonable control of the
affected Party and not due to the act, omission, or negligence of the affected Party or the affected Party's
insolvency or financial condition, and (b) the effects of which are incapable of being prevented or mitigated by
the reasonable efforts of the affected Party, including without limitation, to the extent satisfying the foregoing
requirements, natural or accidental occurrences or casualties (including fire, lightning, earthquake, landslide,
explosion, flood, epidemic, pandemic, or any other casualty or accident); war, terrorism, sabotage, civil strife,
civil disturbances, riots, or other violence; breakage or accident or necessity of repairs to machinery or equipment
or lines of pipe; accidents at, closing of, or restrictions on the use or availability of pipelines or other transportation
mechanisms; inability to obtain or maintain, or delay in obtaining any Permits or pipeline or utility interconnect
to the extent that any Permits or pipeline or utility interconnect were diligently pursued by the affected Party
without delay on the part of the affected Party, any requests for information or revisions by the applicable
permitting authority or pipeline or utility provider were responded to within a reasonable time, the inability to
obtain or delay in obtaining any such Permits or pipeline or utility interconnect was beyond the reasonable control
of the affected Party and not caused in whole or in part by the affected Parry's act, omission, or negligence;
freezing of wells or lines of pipe; power failures; business interruptions as a result of an order of any Governmental
Authority; as well as enactment of statutes, laws, or regulations; acts of government bodies taking effect after the
Effective Date which renders the performance or enjoyment of either Party's obligations or rights hereunder
materially impracticable or impossible. Force Majeure Event does not include the following events in and of
themselves: (i) mechanical or equipment breakdown or other mishap or events or conditions attributable to failure
of Developer to observe Good Industry Practices in performance of its obligations hereunder; (ii) increases in the
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costs associated with the construction or operation of RNG Production Facilities; or (iii) changes in market
conditions affecting the Developer's costs or profitability or affecting demand or price of Products other than due
to a change in law or regulation.
"Future Tax Benefits" means:
(a) Any tax credits established under the Internal Revenue Code, as amended, or any similar
or successor provision of the Internal Revenue Code, (as well as grants that are obtained by Developer that are in
lieu of, or were otherwise designed to replicate the benefits of, such tax credits);
(b) any state, federal or private grants, tax abatements or tax exemptions, relating to the
construction or ownership of the RNG Production Facilities or the output thereof;
(c) any voluntary emission reduction tax credits obtained or obtainable by Developer in
connection with the generation of energy by the RNG Production Facilities
(d) any other tax credits associated with the construction or ownership of the RNG Production
Facility; or
(e) any other tax benefit or tax credit associated with Recovered Landfill Gas, the Project, or
any RNG Production Facility;
in the case of (a) — (e), which (i) is not a Current Tax Benefit and (ii) was not in effect as of the Effective Date
of this Agreement.
"Gas Well Liquids" means liquids that are pumped from the Landfill Gas extraction wells in the Collection
System by the downhole pumps.
"Generally Accepted Accounting Principles" or "GAAP" means those accounting principles and
standards promulgated from time to time by the Financial Accounting Standards Board.
"Good Industry Practices" means those practices, methods, acts and standards for the design,
construction, safety, and performance of RNG Production Facilities that, in the exercise of reasonable judgment
based on facts known at the time the decision was made, would have been expected to accomplish the desired
result in a manner consistent with reliability, safety, environmental protection and all Applicable Laws, and that
are generally accepted by owners or operators of facilities similar to the Landfill or the RNG Production Facilities,
as applicable.
"Governmental Authority" means any governmental department, commission, board, bureau, agency,
court or other instrumentality of any country, state, province, county, tribe, parish or municipality, jurisdiction or
other political subdivision thereof, or any quasi -governmental or regulatory authority.
"Greenhouse Gas" or "GHG" means carbon dioxide, methane, nitrous oxide, hydrofluorocarbons,
perfluorocarbons, sulfur hexafluoride, and any other fluorinated gas defined in 40 C.F.R. § 98.6 or that have been
determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by Applicable Laws,
to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere.
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"Gross ITC Value" means the amount of the ITC value in respect of the RNG Production Facilities set
forth in the Qualification Notice submitted to the City by Developer.
"Gross Revenue" means the gross cash revenues actually received by Developer from the sale, exchange,
trade, monetization, transfer, assignment, or other direct disposition or transacting of RNG, Environmental
Attributes, or Products, as applicable, in each case, produced by the RNG Production Facility, minus any offtakes
cost including applicable commissions consistent with market practices, pipeline transportation charges or costs,
or other taxes required to be paid to third parties in respect of such sales or revenues; provided that there shall be
no deduction from Gross Revenue for any such offtake cost payments made by Developer to an Affiliate of the
Developer, and there will be no deduction from Gross Revenue for administrative costs of Developer related to
regulatory compliance and reporting obligations of Developer required by the RFS Regulations. Gross Revenue
expressly excludes value or revenue derived in any way from Current Tax Benefits or Future Tax Benefits.
"Hazardous Plant Condensate" has the meaning set forth in Section 2.10(a).
"Hazardous Substance" means any and all hazardous, toxic, or harmful (or potentially harmful)
substances, materials or wastes, including:
(i) those substances, materials and wastes listed or identified now or in the future by
the United States Department of Transportation in the Table at 49 C.F.R. § 172.101, any
amendments thereto,
(ii) those substances, materials and wastes listed or identified now or in the future as
"hazardous materials," "hazardous waste," "regulated hazardous waste" or "hazardous
substances" by the law of the State of Texas, or other applicable Environmental Laws and
(iii) any substances, materials or wastes that are or become regulated under applicable
Environmental Laws, including any substances, materials or wastes which include or are:
(1) petroleum and derivatives thereof;
(2) radioactive;
(3) asbestos;
(4) polychlorinated biphenyls;
(5) Per and polyfluoroalkyl substances;
(6) defined, designated or listed as a "hazardous waste" under the Solid Waste
Disposal Act, 42 U.S.C. § 6901, et seq., or under any implementing
regulations thereto and any equivalent state or local laws or regulations;
(7) defined, designated or listed as a "hazardous substance" under the
Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. § 9601, et seq., or under any implementing regulations thereto
and any equivalent state or local laws or regulations; or
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(8) defined, designated or listed as a "hazardous substance" under the Clean
Water Act, 33 U.S.C. § 1251, et seq., or under any implementing
regulations thereto and any equivalent state or local laws or regulations.
"Hazardous Waste" has the meaning set forth in 40 C.F.R. §261.3, and under any Applicable Law, as
each of the same is amended or supplemented from time to time.
"Initial Term" has the meaning set forth in Section 5.1.
"ITC" means the tax credit benefit calculated under Internal Revenue Code §48, as amended from time to
time, or any similar or successor provisions of the Internal Revenue Code.
"IRS" means the U.S. Internal Revenue Services or predecessor entity.
"Landfill" has the meaning set forth in the recitals; provided that in the event that Allied and the City
amend the legal description of the Landfill in the Lease, a copy of the ALTA survey, plat or other written
description that is the basis for such amendment to the Lease shall be delivered to Developer, and if the legal
description is acceptable to Developer, City and Developer shall enter into an amendment to this Agreement to
conform the legal description of the Landfill herein to the legal description of the Landfill set forth in the Lease
(as amended).
"Landfill Gas" or "LFG" means all gases and their constituents, including methane, nitrogen, carbon
dioxide, oxygen and others produced by the decomposition of waste in the Landfill.
"LFG Quality Standards" means Landfill Gas delivered from the Collection System to the Delivery Point
achieves the following parameters, as measured by the meter at the Delivery Point: methane: no less than 45%;
oxygen: no greater than 1 %; nitrogen: no greater than 20%; hydrogen sulfide: no greater than 250 ppmv; inlet gas
flow rate variance less than 5% over a one -hour period, which shall be used for purposes of calculating the
Performance Standards.
"Landfill Gas Beneficial Use Agreement" means that certain Mutual Agreement Regarding the Beneficial
Use of Landfill Gas, between City and Allied, dated as of r July 211, 2025, and attached hereto as Exhibit F, (a)
providing City the right to grant and sell Landfill Gas to Developer in accordance with the terms of this
Agreement, and (b) agreeing to convey certain real property rights, including, without limitation, rights necessary
to construct and operate the Project, from Allied to Developer pursuant to the terms of the Project Site Sublease.
"Landfill Operator" means the third -party vendor with whom the City contracts to operate the Landfill.
"Landfill Operator Facilities" means the Biogas Production Facilities, and all facilities, equipment,
fixtures, and improvements owned, constructed, located, or installed by Landfill Operator in or on or appurtenant
to the Landfill, including the Collection System, the leachate system or any wastewater treatment facilities. For
the avoidance of doubt, Landfill Operator Facilities shall not include any part or portion of the Landfill or RNG
Production Facilities. Upon termination or expiration of the Lease and Operating Agreement, Landfill Operator
Facilities shall be known as City's Landfill Facilities.
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"Landfill Permit" means any federal, state, or local permit, approval, authorization, consent, license, or
permission required for the creation, operation, and/or maintenance of the Landfill, including, but not limited to,
the Title V Permit.
"Leachate" means the liquid that forms in the Landfill from permeation through, or drained from, solid
waste and which does not include Condensate.
"Lender" has the meaning set forth in Section 17.9(b).
"Losses" means any costs, losses, expenses, damages, penalties, fines and liabilities, including, without
limitation, reasonable attorneys' fees, expert witness fees, litigation expenses, and court and other costs.
"Material Change in Law" means a change of any Applicable Law or in the conditions of any Permit
after the Effective Date that:
(a) renders the implementation of or the realization of the benefits to be derived from this Agreement
illegal or impossible; or
(b) results in material increases in costs related to, or a material reduction in economic benefits from, the
performance of this Agreement. Examples of such Laws include, but are not limited to:
(i) taxes on emissions of carbon dioxide or Greenhouse Gases from the RNG Production Facilities,
(ii) requirements to obtain carbon dioxide or Greenhouse Gas allowances,
(iii) credits or offsets for the RNG Production Facilities, or
(iv) caps on Greenhouse Gas emissions from the RNG Production Facilities or
regulatory conditions imposed on the RNG Production Facilities due to their Greenhouse Gas
emissions or imposed on the Landfill due to its Greenhouse Gas emissions.
"Maximum Capacity" means an inlet capacity of 6,400 SCFM of Landfill Gas.
"MMBTU" means one million British Thermal Units.
"New Source Performance Standards" or "NSPS" means the pollution control standards or emission
guidelines issued by the United States Environmental Protection Agency described in the Code of Federal
Regulations Title 40, Part 60, and all sub -parts thereof.
"Offer Notice" has the meaning set forth in Section 2.11.
"Party" and "Parties" have the meanings set forth in the preamble.
"Payments" means collectively the Upfront Fee, the applicable Development Fee, the Royalty Payments,
and the ITC Share.
"Payment Date" has the meaning set forth in Section 6.1(e).
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"Performance Standards" has the meaning set forth in Section 7.2.
"Periodic Statement" has the meaning set forth in Section 6.2.
"Permits" means all permits, licenses, approved plans, filings, authorizations, approvals, easements or
rights of way required by, issued by or entered into with any Governmental Authority (or required by or entered
into with such other entity having control of subject land in the case of easements or rights of way) that must be
obtained and/or observed by a Parry in order to perform its duties herein, whether required by Applicable Laws,
or Good Industry Practices specifically including the Landfill Permit.
"Person" means any natural Person, corporation, general or limited partnership, limited liability company,
firm, joint venture, estate, association, trust, government, governmental agency or any other entity, whether acting
in an individual, fiduciary or other capacity.
"Plant" means the Landfill Gas processing building, compressors, chillers, treatment systems and other
ancillary equipment used in the processing of Recovered Landfill Gas to RNG.
"Pre -Commercial Operations Date" means the ninety (90) day period prior to the expected Commercial
Operations Date, as specified by Developer in written notice to City and Allied, during which period Developer
shall be entitled to use that amount of Landfill Gas that Developer determines is necessary for the purposes of
start-up, testing, and commissioning of the RNG Production Facility.
"Prepaid Royalties" has the meaning set forth in Section 6.1(d).
"Press Release" means any press release, public statement, or other public disclosure (including, but not
limited to, investor presentations, industry conference presentations or similar disclosures), with respect to this
Agreement, the Parties, the RNG Production Facilities, or any of the activities contemplated hereby; provided,
that any such, release, public statement or other public disclosure to a Party's Representative(s)(including its City
Council in the case of the City), shall not be considered a Press Release.
"Products" means any product derived from the Recovered Landfill Gas, that may include, but is not
limited to Renewable Natural Gas, electricity, renewable fuel, heat, steam, carbon dioxide, nitrogen, and other
byproducts produced from Recovered Landfill Gas, including any economic benefits derived therefrom or in
connection therewith, including Environmental Attributes (now existing or which may exist in the future).
"Project" means the construction, operation, maintenance, modification, relocation, and/or removal of the
RNG Production Facilities upon the Project Site and all activities associated with producing, processing,
measuring, transporting, marketing, selling, conveying, reducing, controlling, destroying, and/or otherwise
beneficial use of Recovered Landfill Gas, Environmental Attributes, and other Products associated therewith
pursuant to this Agreement.
thereto
"Project Easements" has the meaning set forth in Section 7.1(b).
"Project Site" means the area defined as the Site in the Project Site Sublease and described in Schedule A
"Project Site Sublease" has the meaning set forth in Section 2.3(b).
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"Public Official" means any person holding a legislative, administrative or judicial office, including any
person employed by or acting on behalf of any public agency, a public enterprise or a public international
organization.
"Qualification Notice" has the meaning set forth in Section 6.1 M.
"Recovered Landfill Gas" or "Recovered LFG" means Landfill Gas that has been delivered to the
Delivery Point and for which title has passed to Developer.
"Recovery Standard" means that the Plant achieves a methane recovery rate of 90%, as calculated from
the percentage of methane content, measured by Developer's analyzers, in the Landfill Gas feed stream, the RNG
sales stream, and gas stream to the Plant's thermal oxidizer, measured during the Final Performance Testing of
the Plant, excluding from the calculation of the Recovery Standard any day in which (i) no Landfill Gas is
delivered to the Delivery Point from the Collection System due to actions or inactions of City or Landfill Operator,
(ii) a Force Majeure Event prevents or impairs Developer from accepting or processing Landfill Gas from the
Collection System at the Delivery Point, (iii) the Landfill Gas delivered to the Delivery Point fails to satisfy the
LFG Quality Standards, or (iv) interruption of electric or pipeline utility services.
"Rejection Notice" has the meaning set forth in Section 2.11.
"Renewable Natural Gas" or "RNG" means the purified natural hydrocarbon gases consisting primarily
of methane that is produced when Developer processes Recovered Landfill Gas at the RNG Production Facilities.
"Representatives" means, with respect to any Person, such Person's directors, officers, stockholders,
managers, members, partners, employees, consultants, contractors, subcontractors, advisors, counsel,
accountants, or other authorized representatives. For the purposes of the City, "Representatives" shall include all
officers and employees of the City.
"Renewable Energy Credit" or "REC" means any and all existing and future legal and beneficial rights
associated with the green or environmental attributes related to the production of electricity from a qualifying
renewable resource, whether generated under a voluntary program or under a legislative, regulatory or
governmental program or scheme of any kind created or recognized by a local, state, federal, international or
foreign government authority, or certified or verified by a third parry non -governmental or quasi -governmental
entity that certifies or verifies RECs. For the purposes of this Agreement, a REC may be bundled with or
unbundled from the associated electricity.
"Renewal Term" has the meaning set forth in Section 5.1.
"RFS" or "RFS2" means the EPA's Renewable Fuel Standard Program set forth in the Code of Federal
Regulation Title 40, Part 80, and all sub -parts thereof, as amended.
"RFS Regulations" means EPA's Renewable Fuel Standard Program, as reflected in 40 CFR § 80.1401
et seq. and 40 CFR § 80.100 et seq.
"RIN" or "RINs" means a Renewable Identification Number generated from use of the RNG as
transportation vehicle fuel and designated as either a type "D3" (cellulosic biofuel) RIN or its equivalent under
the RFS, RFS2 or any successor program as may be promulgated by the EPA or any other Governmental
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Authority in place of RFS2. As used herein, RFS2 shall mean the Renewable Fuel Standard set forth in the Code
of Federal Regulation Title 40, Part 80, and all sub -parts thereof, as amended.
"RNG Production Facilities" or "RNG Production Facility" means:
(i) the Plant,
(ii) all equipment required for communications interfacing with the Collection System blowers
and flares,
(iii) any pipeline suitable to transport Recovered LFG from the Delivery Point to the Plant,
(iv) any truck loading stations to transport RNG or other Products from the Project Site, and
(v) all other machinery, equipment, fixtures, buildings and improvements that are or will be
located downstream of the Delivery Point and are owned, leased, installed, operated, or
contracted by Developer for the development of the Project necessary or incidental to the
processing, compression, transmission, consumption, use, monitoring, measuring, testing,
marketing or storage of Recovered Landfill Gas after the Delivery Point for any purpose,
including production and transmission of electricity, heat or steam, the transportation of
Recovered Landfill Gas, including Downstream Utilities, equipment and facilities, and
Condensate collection and return, but specifically excluding therefrom the Landfill
Operator Facilities.
"Royalty Payments" has the meaning set forth in Section 6.1(e).
"Standard Cubic Foot" means one cubic foot of gas at 14.73 psia and sixty degrees Fahrenheit.
"Standard Cubic Feet per Minute" or "SCFM": A unit of gas flow measurement equal to one Standard
Cubic Foot of a gas or mixture of gases per minute.
"Subsidiary" means, with respect to any Person, any other Person in which such first Person directly or
indirectly holds any equity interests; provided, however, that for the purposes of this Agreement, Developer shall
not be considered a Subsidiary of City.
"Term" means the period extending from the Effective Date until the earlier to occur of (i) the expiration
of the Initial Term and any Renewal Term thereof pursuant to Section 5.1, and (ii) any termination of this
Agreement pursuant to the terms hereof.
"Title V Permit" means the General Operating Permit for the Landfill, issued to City by the Texas
Commission on Environmental Quality, under Title V of the Clean Air Act, effective March 5, 2007.
"Unacceptable Plant Condensate" has the meaning set forth in Section 2.10(a).
"Uptime Standard" means the Plant achieved 90% uptime, as demonstrated during the Final Performance
Testing of the Plant, excluding from the calculation of the Uptime Standard any day in which (i) no Landfill Gas
is delivered to the Delivery Point from the Collection System due to actions or inactions of City or Landfill
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Operator, (ii) a Force Majeure Event prevents or impairs Developer from accepting or processing Landfill Gas
from the Collection System at the Delivery Point, (iii) the Landfill Gas delivered to the Delivery Point fails to
satisfy the LFG Quality Standards, or (iv) interruption of electric or pipeline utility services.
1.1 Construction of Certain Terms and Phrases.
Unless otherwise required by the context of this Agreement or surrounding terms:
(a) Words of either gender include the other.
(b) Words using the singular or plural also include the plural or singular, respectively.
(c) "Hereof," "herein," hereby," "hereto," "hereunder," and similar words and phrases refer
to this entire Agreement and not any particular Article, Section, Clause, Exhibit, Appendix, Schedule, or other
sub -part of it.
(d) References to "Article," "Section," "Clause," "Exhibit," "Appendix," or "Schedule" are to
those sub -parts of this Agreement respectively.
(e) The words "include" and "including" shall be deemed to be followed by "without
limitation" or "but not limited to," regardless of whether followed by such words, unless specifically stated
otherwise herein.
(f) References to this Agreement, or to any other document, shall be construed to reference
any and all Exhibits, Appendices, Attachments, and Schedules thereto in effect and per such terms and conditions
thereof as exist on the Effective Date.
(g) The use of "or" is not intended to be exclusive unless expressly indicated otherwise.
(h) References to any Person shall include its successors, assigns, designees, agents, servants,
and employees.
(i) All references to $, currency, monetary values and dollars set forth herein shall mean
United States (U.S.) dollars.
0) Whenever this Agreement refers to a number of days, such number shall refer to calendar
days, unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not
a Business Day, then such action may be validly taken on or by the next calendar day that is a Business Day.
(k) All accounting terms used herein and not expressly defined herein shall have the meaning
given to them under GAAP.
1.2 Interpretation. The Parties acknowledge and agree that:
(a) Each Parry and its counsel has reviewed, or has had the opportunity to review, the terms
and provisions of this Agreement.
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(b) Any rule of construction to the effect that any ambiguities are resolved against the drafting
Parry shall not be used to interpret this Agreement.
(c) The terms and provisions of this Agreement shall be construed fairly as to all Parties and
not in favor of or against any Party, regardless of which Party was generally responsible for the preparation of
this Agreement.
(d) The use of the masculine, feminine or neuter gender or the singular or plural form of words
shall not limit any provisions of this Agreement.
(e) Any reference herein to any law shall be construed as referring to such law as amended,
modified, codified or reenacted, in whole or in part, and in effect from time to time. The section, exhibit and
schedule headings contained in this Agreement are inserted for convenience of reference only and will not affect
the meaning or interpretation of any of the terms of provisions of this Agreement.
(f) References herein to any Party's obligation to comply with any Laws shall be interpreted
to be an obligation to act in accordance with such Laws, and vice versa.
ARTICLE II
LANDFILL GAS RIGHTS, ENVIRONMENTAL ATTRIBUTES, DEVELOPMENT RIGHTS, AND
OPERATIONAL RESPONSIBILITIES
2.1 Landfill Gas Rights.
(a) In consideration of the Payments set forth in ARTICLE VI hereof, and the performance of
the services set forth in Section 2.7, for the purpose of exercising its rights and obligations hereunder, free and
clear of all liens, claims, and encumbrances whatsoever, in accordance with the provisions of this Agreement,
City hereby, during the Term of this Agreement, grants, conveys, transfers, and assigns, exclusively to Developer
all of the rights, title, and interest in and to all Landfill Gas now existing and to exist in the future, located at,
produced, and collected by the Collection System at the Landfill, including all economic benefits derived
therefrom, including, without limitation, Environmental Attributes and Products thereof, and the right to receive,
analyze, process, treat, store, destroy, develop, flare, market, transact, convey, burn, transport, sell or otherwise
use Landfill Gas. In the event of termination under ARTICLE V or ARTICLE VI, all of the rights, title, and
interest in and to all Landfill Gas shall revert back to the City as set forth in Section 5.3
(b) From and after the Commercial Operations Date, City shall deliver Landfill Gas to the
Delivery Point, and title to the Recovered Landfill Gas and all associated benefits, Environmental Attributes, and
rights associated therewith or derived therefrom, shall pass from City to Developer at the Delivery Point;
provided, however, that Developer may reject Landfill Gas delivered to the Delivery Point, if Developer
determines, in its sole discretion, that such Landfill Gas is reasonably likely to (i) materially damage any part of
the RNG Production Facilities, or (ii) create a health or safety emergency at any RNG Production Facility. In the
event Developer determines that the circumstances described in the foregoing sub -clauses (i) and/or (ii) are
reasonably likely to occur, Developer shall notify City and Landfill Operator of such determination and may flare
or otherwise reduce or destroy or use for other than beneficial and economic purposes any Recovered Landfill
Gas in accordance with Applicable Law during the existence of any of the foregoing circumstances or conditions.
Notwithstanding anything to the contrary herein, during the Pre -Commercial Operations Period, Developer shall
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be entitled to use, and, to the extent that Landfill Operator can do so while remaining in compliance with
Applicable Laws, City shall deliver at the Delivery Point, that amount of Landfill Gas that Developer determines
is necessary for the purposes of start-up, testing, and commissioning of the RNG Production Facility. Developer
shall provide City and Landfill Operator no less than thirty (30) days' written notice of the anticipated start of the
Pre -Commercial Operations Period.
2.2 Environmental Attributes.
(a) In consideration of the Payments set forth in ARTICLE VI hereof, and the performance of
the services set forth in Section 2.7, City hereby grants, makes, and conveys exclusively to Developer during the
Term of this Agreement, an absolute and irrevocable assignment of any and all rights, title, or interest in respect
of any Environmental Attributes produced or otherwise available during the Term.
(b) With respect to Recovered Landfill Gas, Developer shall have, hold and retain exclusive
title to, any and all rights, interests, and benefits of and to any and all Environmental Attributes (i) produced in
connection with the Project or any RNG Production Facility, (ii) associated with the use or destruction of
Recovered Landfill Gas after the Delivery Point, and/or (iii) arising from or related to the production of Products,
in each case during the Term. Developer shall have the sole and exclusive right to use, sell, trade, assign, convey,
or otherwise transact with respect to such Environmental Attributes in its sole discretion and to receive and,
subject to Section 6.1(e), retain all revenues generated from the sale or trade of such Environmental Attributes.
(c) City shall use commercially reasonable efforts to cooperate with Developer in any action
that Developer determines is necessary or advisable with respect to the identification, creation, validation,
verification, acquisition, sale, and/or transfer of any Product.
(d) Subject to Section 6.1(f) and Section 6.1(2), Developer shall retain title to, and shall be
entitled to the economic benefits of, all Current Tax Benefits and all Future Tax Benefits associated with the
Recovered Landfill Gas, Project and any RNG Production Facility. Notwithstanding the foregoing, City will
retain all rights to any tax, emission, or other credits, certificates, or similar benefits related to the collection,
transportation, delivery, management or control of Landfill Gas prior to the delivery of Landfill Gas to the
Delivery Point.
2_3 Development and Access Rights.
(a) Developer is not granted any ownership to the Landfill.
(b) City shall require any Landfill Operator, and pursuant to the terms of the Project Site
Sublease, Allied has agreed, to sublease to Developer for the purpose of exercising its rights and obligations
hereunder, the Project Site, pursuant to the sublease agreement substantially in the form set forth on Exhibit D
(the "Project Site Sublease"). Developer shall have the exclusive right to and possession of the Project Site
during the Term, subject to and in accordance with the terms and conditions set forth in the Project Site Sublease.
(c) So long as Developer is not in default under any of the terms and conditions of this
Agreement or the Project Site Sublease, City will not disturb Developer's use, possession and enjoyment of the
Project Site or the development and operation of the Project, in whole or in part; nor will any of the real property
rights of Developer, including, without limitation, its rights to rights -of -way and easements necessary for the
construction and operation of the Project, be affected or impaired, either prior to or after any foreclosure action,
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sale under a power of sale, transfer in lieu of the foregoing, or the exercise of any other remedy by City or
otherwise pursuant to the Operating Agreement.
(d) City and Developer agree that in the event the Lease expires or terminates before the
expiration or termination of this Agreement, City shall immediately grant to Developer the quiet use and
enjoyment of the Project Site, including access to the Project Site for Developer to continue to perform pursuant
to this Agreement, without interferences of any kind by City or any other person claiming through the City, and
the City hereby covenants that it will not take any actions to modify the real property rights of Developer that
existed under the Project Site Sublease. In such event, as promptly as possible following expiration or termination
of the Lease, either: (i) City and Developer will enter into a separate site lease agreement for the Project Site in
the form attached to this Agreement as Exhibit E and incorporated herein by reference; or (ii) in the event that a
new Landfill Operator will immediately commence operating the Landfill upon termination or expiration of the
Lease, City shall include in its agreement with the new Landfill Operator a requirement that the new Landfill
Operator enter into a new site sublease agreement for the Project Site on terms substantially similar to the Project
Site Sublease.
(e) Developer agrees that it will attorn to and recognize: (i) the City should it take over
operations of the Landfill; (ii) any transferee who acquirers possession of or title to the Landfill, whether by lease,
deed in lieu of foreclosure or other means; and (iii) the successors and assigns of such purchasers and/or
transferees (each of the foregoing, a "Successor"), as its landlord for the unexpired balance (and any extensions,
if applicable) of the term of the Project Site Sublease upon the same terms and conditions as set forth in the Project
Site Sublease. Such attornment shall be effective and self -operative without the execution of any further
instruments by any party hereto; provided, however, that Developer will, upon request by City or any Successor,
execute a written agreement attoming to the City or such Successor, affirming Developer's obligation as a
sublease under the Project Site Sublease.
(f) Developer agrees not to amend or modify the Project Site Sublease in any manner which
would have a material adverse effect on the City, the Landfill, or the Landfill Operator Facilities without the prior
written consent of the City.
(g) City acknowledges and agrees that regardless of the status of the Lease, Developer shall
retain the right to purchase and receive Landfill Gas collected from the Collection System at the Landfill in
accordance with the terms of this Agreement. Should the Lease expire or terminate prior to the expiration of this
Agreement, the City or any of its Successors shall not interfere with or otherwise disturb Developer's rights under
this Agreement, including the right to access the Landfill or Landfill Operator's Facilities.
(h) Subject to City Council approval, and Allied's review and approval of the form and
location of the Project Easements in accordance with the terms of the Project Site Sublease, City will grant (by
separate Project Easements) to Developer, applicable utility provider, or Developer contractor, all necessary and
non-exclusive rights of way and easements across, over, under, and through the Landfill to the Project Site for
gas pipelines, sewer, electric, water, telephone lines, trucking, loading of Products, transportation service
providers, and other equipment or services that are necessary for the RNG Production Facilities as reasonably
determined by Developer and approved by City and Landfill Operator, such approval not to be unreasonably
withheld or delayed. Such easements shall continue and be irrevocable throughout the Term and any subsequent
term(s) and for so long thereafter as necessary for Developer to accomplish such tasks following this or any
subsequent Term as described herein. Upon request by Developer, City shall, subject to City Council approval,
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grant easement and access rights to Developer's partners, contractors, vendors, sub -contractors, transportation
service providers, and any Affiliate of Developer or Developer Person sufficient to install, operate, maintain,
repair, replace and/or modify RNG Production Facilities, including one or more pipelines for the transport of
Recovered Landfill Gas, and to perform all other tasks necessary or convenient to Developer's operations and its
rights and obligations contemplated herein.
(i) Without limiting the generality of the foregoing, subject to City Council and Allied's
review and approval of the form and location of the Project Easements in accordance with the terms of the Project
Site Sublease, City will grant to Developer any necessary easements and rights -of -way over and across the
Landfill, which shall be irrevocable throughout the Term and any subsequent term(s), for the construction,
installation, operation, maintenance, repair, replacement, or modification of the RNG Production Facilities. If
Allied is the Landfill Operator, pursuant to the Sublease, Allied shall review and approve the location of
easements under this section. Any necessary easements granted by the City shall be non-exclusive The Parties
shall enter into a separate Project Easement that details the rights and obligations of either Party, which easement
agreement may be filed and recorded at the requesting Party's expense in the appropriate recording office.
0) Notwithstanding any other provision herein, Developer and Developer Persons shall have,
and City hereby grants and shall provide to Developer and such Developer Persons, uninterrupted and continuous
access to the Project Site and access to all other areas of the Landfill not deemed a part of the Project Site, as
necessary or convenient to Developer's rights, duties and obligations hereunder, as determined to be necessary
by Developer in its sole discretion, on a twenty-four (24) hour per day, seven (7) day per week basis, provided
such access is in connection with Developer's operations permitted or required under this Agreement and
complies with Owner's safety protocols. In connection with the access granted hereby and subject to the other
terms and conditions hereof, Developer and any Developer Persons shall have the right to use access and facility
roads now existing or hereafter constructed or relocated on the Landfill.
2.4 Mutual Comeration/Non-Interference.
(a) Developer shall, and City shall, subject to Section 2.9 of this Agreement, use reasonable,
good faith efforts to coordinate the installation and maintenance of interconnections between their respective
facilities, including, without limitation, cooperating and coordinating to attempt to minimize adverse impacts to
the collection of Landfill Gas with respect to flow and Developer's operations. Developer shall have the sole
responsibility for all costs for connecting the City's and/or Landfill Operator's respective facilities at the Delivery
Point and Condensate Delivery Point. Developer, after obtaining the written consent of the City, which will not
be unreasonably withheld, conditioned, or delayed, may modify the interconnections between the respective
facilities from time to time to reflect changes to each parties' respective facilities, with the cost of such
modifications borne by the Developer.
(b) Developer shall reasonably cooperate with City and the Landfill Operator in coordinating
its activities on the Landfill in order to not unreasonably interfere with City or the Landfill Operator's
management and operation of the Landfill.
(c) City shall cooperate with Developer (i) in coordinating its activities on the Landfill to not
unreasonably disrupt or interfere with Developer's construction, installation, management, operation,
maintenance, repair and/or modification of and to the Project and the RNG Production Facilities or with respect
to its rights or obligations contemplated herein., and (ii) in the application for and acquisition of all necessary
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Permits in connection with the development or operation of the Project and RNG Production Facilities; provided
that Developer shall reimburse City within ten (10) days of written demand from the City, for all out-of-pocket
costs and expenses incurred by City in connection with such cooperation.
(d) The Parties shall cooperate with each other as necessary to ensure their respective
compliance with the RFS Regulations. The Parties agree that only the Developer (or Developer's designee) may
generate RINs for any RNG produced from the RNG Production Facilities.
2_5 City Operations. City shall be solely responsible, at its sole cost and expense, for the operation,
management, maintenance, and administration of the Landfill and its related facilities compliance with all
Applicable Laws, and in accordance with Good Industry Practices, provided that the foregoing does not preclude
City from delegating certain responsibilities or obligations with respect to the Landfill and its related facilities to
third parties.
(a) Subject to the duties and obligations of Developer as set forth in Section 2.7 herein, it is
acknowledged by the Parties that the City is the permittee under the Title V Permit for the control and containment
of Landfill Gas at the Landfill, whether related to subsurface migration or surface emission, including the legal
responsibility with respect to the control and containment of Landfill Gas arising under applicable Environmental
Laws, including any monitoring or remediation obligations relating to Landfill Gas subsurface migration or
surface emission. Except as explicitly specified otherwise herein, City shall operate and perform, at no cost to
Developer, its duties and obligations in compliance with all Applicable Laws, including as related to emissions
on the Landfill and the Collection System. City shall be responsible for all air pollution control associated with
the Landfill upstream of the Delivery Point in connection with the Title V Permit.
(b) City shall have responsibility for the collection and disposal of Leachate, Landfill
Condensate and Gas Well Liquids at the Landfill in compliance with all Applicable Laws at no cost to Developer,
provided that the foregoing does not preclude City from delegating certain responsibilities or obligations with
respect to the Leachate, Landfill Condensate and Gas Well Liquids to third parties. At no time shall Developer
have title to or liability for Gas Well Liquids, Landfill Condensate, and Leachate. City shall give notice to
Developer, promptly after City obtains actual knowledge, if any Leachate, Landfill Condensate, and Gas Well
Liquids constitute Hazardous Waste. If Leachate, Landfill Condensate, or Gas Well Liquids constitute Hazardous
Waste, City or Landfill Operator shall be responsible for proper storage and disposal of such liquids.
(c) Except with respect to the RNG Production Facilities, City or Landfill Operator has the
responsibility for any and all other aspects of the ownership, operation, management and maintenance of the
Landfill and Landfill Operator Facilities and related emissions. For the sake of clarity, the Parties intend that
Developer shall apply separately for any permits required for the operation of the RNG Production Facilities, and
that Developer shall be the sole permittee thereunder.
2.6 RFS Compliance.
(a) In the event that Developer determines that it meets the definition of "biogas producer" as
set forth in 40 C.F.R. § 80.2, or its successor, with respect to the Biogas Production Facilities, Developer shall, at
its sole cost, register as the "biogas producer" for purposes of the RFS Regulations, and compliance therewith
and the obligations set forth in Section 2.6(b) shall apply to Developer as the `Biogas Producer Party."
Alternatively, if Developer determines that it does not meet the definition of "biogas producer" as set forth in 40
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C.F.R. § 80.2 with respect to the Biogas Production Facilities, City shall, or shall cause Landfill Operator to,
register as the "biogas producer" for purposes of the RFS Regulations and compliance therewith and the
obligations set forth in Section 2.6(b) shall apply to City (or Landfill Operator, if applicable) as the `Biogas
Producer Party" and the Biogas Producer Parry and Developer shall enter into a RFS Compliance Services
Agreement, which shall be in the form of a separate written agreement and upon the terms and conditions
satisfactory to each of the parties thereto. Developer acknowledges that the execution of any such agreement will
require City Council approval, pursuant to which Developer will provide to City (or Landfill Operator, if
applicable) certain administrative services with respect to regulatory compliance and reporting required by the
RFS Regulations in order to support the generation of RINs associated with the Recovered Landfill Gas. As soon
as reasonably practicable after the Effective Date, Developer will deliver written notice to City of its
determination as to the appropriate party to act as "biogas producer" for purposes of the RFS Regulations.
(b) The Biogas Producer Party shall, with respect to the Biogas Production Facilities, be
responsible for ensuring compliance the requirements of 40 C.F.R. § 80.105, or its successor, to include, without
limitation, registration and reporting with EPA, the creation and maintenance of records, sampling, testing and
measurement of Landfill Gas, the provision of product transfer documents upon the transfer of title of Landfill
Gas, attestation engagement reports, and any other administrative and operational changes necessary, the
reasonable costs and expenses of which shall be reimbursed by Developer within thirty (30) days of written notice
from City to Developer providing reasonable detail of such costs.
(c) Pursuant to 40 C.F.R. §§ 80.105 and 80.155, or their successors, the Biogas Producer Party
shall, with respect to the Biogas Production Facilities, be responsible for the installation, operation, and
maintenance of all flow meters and measuring equipment necessary for accurately and continuously measuring
the volumes of Landfill Gas prior to conversion to RNG, to include collection of samples and performance of
measurements in accordance with the RFS Regulations, the reasonable costs and expenses of which shall be
reimbursed by Developer within thirty (30) days of written notice from City to Developer providing reasonable
detail of such costs. Any such meters installed by Biogas Producer Parry shall be subject to reasonable approval
by Developer. Biogas Producer Party shall periodically, but no less frequently than the minimum frequency
recommended by the applicable manufacturer, calibrate, verify, and, if necessary, recalibrate such measuring
equipment of Biogas Producer. Biogas Producer Party shall provide Developer with reasonable access during
normal business hours to all records, test data, and charts with respect to Biogas Producer Party's metering
equipment within a reasonable period of time upon written request by Developer. Developer shall have the right
to inspect the measuring equipment of Biogas Producer Party, upon reasonable prior written notice, during normal
business hours; provided that such inspection would not unreasonably interfere with the operation of the Landfill.
(d) Without limiting any of the foregoing, Biogas Producer Parry shall have responsibility for
compliance with the RFS Regulations as a "biogas producer" as the term is defined in the RFS Regulations,
including, without limitation, all such registration, reporting, or other administrative and operational changes
necessary for the generation of RINs in compliance with the RFS Regulations, the reasonable costs and expenses
of which shall be reimbursed by Developer within thirty (30) days of written notice from City to Developer
providing reasonable detail of such costs.
(e) Pursuant to the RFS Regulations, Developer shall be responsible for compliance with the
requirements of 40 C.F.R. § 80.110 as the "RNG producer" (as such term is defined in the RFS Regulations) to
the extent necessary to generate RINs from the RNG production from the RNG Production Facilities, to include,
without limitation, registration and reporting with EPA, the creation and maintenance of records, sampling, testing
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and measurement of Landfill Gas, provision of product transfer documents upon the transfer of title of Landfill
Gas, attestation engagement reports, and any other administrative and operational changes necessary.
2.7 Developer Operations.
(a) Developer shall, at no cost to City, be responsible for the preparation and submission of all
applications to obtain appropriate Permits required under Applicable Laws relating to the design, installation,
operation, construction, Alteration, maintenance, repair, restoration, and replacement of any RNG Production
Facility under this Agreement, together with all related engineering costs.
(b) Developer shall design, construct, install, operate, maintain, repair, and replace the Project
inclusive of the RNG Production Facilities, at no cost to City, in compliance with Applicable Laws. Developer
shall expressly be responsible for the permitting, installation, operation and maintenance of all air pollution
control devices associated with all Recovered Landfill Gas processing equipment required by any Permit,
including the Title V Permit, in connection with the RNG Production Facilities, including, as applicable, gas
compression, cooling, dehydration systems, hydrogen sulfide, and volatile organic compounds (VOCs) removal
systems, carbon dioxide removal systems, nitrogen/oxygen removal systems, thermal oxidizer and off -
specification flare systems (emissions control equipment), and product gas compression systems. Developer shall
solely be responsible for compliance with all Permits issued to Developer relating to the RNG Production
Facilities, including any air permits related thereto.
(c) The Parties agree that Developer shall install, operate, and maintain all flow meters and
measuring equipment necessary for accurately and continuously measuring the quantities of Recovered Landfill
Gas and to test the composition of such Recovered Landfill Gas, in each case, at no cost or expense to City.
Developer shall periodically calibrate, verify, and, if necessary, as reasonably determined by Developer,
recalibrate the measuring equipment. Developer shall record the quantities of Recovered Landfill Gas and shall
also maintain such records as required by Applicable Laws. Developer shall provide City with reasonable access
during normal business hours to all records, test data, and charts regarding the Recovered Landfill Gas within a
reasonable period of time upon written request by City. City shall have the right to inspect the measuring
equipment of Developer, upon reasonable prior written notice to Developer, during normal business hours;
provided that such inspection would not unreasonably interfere with Developer's operation at the Project Site or
of any RNG Production Facility.
(d) Developer shall design, construct, install, operate, maintain and repair the Project to
process Recovered Landfill Gas to the receiving natural gas pipeline quality standards and connect and transport
such processed Recovered Landfill Gas for injection into a natural gas pipeline in accordance with Applicable
Laws.
(e) Developer shall perform the duties and obligations allocated to Developer hereunder in
compliance with all Applicable Laws, including the applicable provisions of the Title V Permit related to
emissions sources located on the Project Site and in respect of the RNG Production Facilities.
(f) Subject to Section 2.10, Developer shall, in connection with its operations hereunder,
deliver by pipeline to the Condensate Delivery Point for disposal by the City all Plant Condensate that is not
Hazardous Plant Condensate or Unacceptable Plant Condensate. Developer, at Developer's sole cost and
expense, shall be responsible for the pretreatment of all non -hazardous Plant Condensate in accordance with all
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Applicable Laws prior to delivery to the Condensate Delivery Point. The disposal of hazardous liquids (i.e.,
liquids constituting Hazardous Waste) produced by the RNG Production Facilities shall be the sole responsibility
of Developer as further set forth in Section 2.10.
(g) Subject to Section 17.16 hereof, in connection with the operation, maintenance, and
replacement of any of the RNG Production Facilities, Developer shall provide to City, upon reasonable written
request by City, copies of any drawings, plans, specifications, and manuals relating thereto that are in the
possession of Developer, and shall provide to City, upon reasonable written request by City, copies of any
drawings, plans, specifications, and manuals in the possession of Developer for any new RNG Production
Facilities installed or constructed by Developer pursuant to this Agreement.
(h) Developer shall be solely responsible for compliance with any monitoring, reporting,
recordkeeping and financial obligations arising under Applicable Laws for the construction, installation,
operation, maintenance and removal of the RNG Production Facilities.
2.8 Collection System Services. Following the Effective Date, Developer, City, and Allied shall meet
to discuss potential improvements to and management of the Collection System in order to optimize the Collection
System for the benefit of the RNG Production Facilities and each of the parties. In the event that Developer, City,
and Allied agree that improvements to the Collection System, or management thereof, should be implemented,
Developer, City and Allied agree to negotiate the terms and conditions satisfactory to each of the parties thereto,
including that City will not be obligated to make any expenditures in connection with its obligations under such
agreement that are in excess of the expenditures for which City already has an obligation in respect of the
management, operations, or compliance with Applicable Laws in relation to the Collection System. If the
Developer, City and Allied reach mutual agreement on the terms, the agreement must be executed by Developer,
City and Allied in a separate written instrument. Execution of any such separate instrument will require the
consent of any Landfill Operator and may require approval of the City Council.
2.9 Precedence of Operations of Citv and Developer and Citv Expansion.
(a) The Parties acknowledge that their operations remain separate, combined only at the
Delivery Point. Developer acknowledges and agrees that City's primary interest and obligation is the safe
operation of the Landfill and Landfill Operator Facilities in compliance with all Applicable Laws, and such
interest and obligations shall take precedence over the interests conveyed to Developer pursuant to this Agreement
and over City's obligations to Developer hereunder. Notwithstanding anything in this Agreement to the contrary,
Developer recognizes that the City's responsibility to comply with regulatory obligations set forth in Applicable
Laws which are applicable to the Landfill, including, without limitation, those pertaining to solid waste
management, water management, and air pollution, take priority over Developer's interest.
(b) City shall not unnecessarily restrict, interfere with or disrupt Developer's activities,
operations, duties or obligations hereunder such that Developer is unable to perform its obligations hereunder in
all material respects. In the event any act contemplated by City or Landfill Operator for the purpose of compliance
with Applicable Laws would reasonably be anticipated to adversely impact, disrupt, restrict or interfere with
Developer's operations, rights, duties or obligations hereunder in any material manner shall, to the extent
practicable, City shall disclose such act to Developer in writing no less than thirty (30) days prior to City or
Landfill Operator's conducting same, and Developer shall have a period of twenty (20) days to offer suggestions,
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comments and feedback regarding its review of City or Landfill Operator's contemplated act(s). The City shall
consider the input of Developer in good faith in an effort to avoid or reduce any adverse impact upon Developer.
2.10 Condensate.
(a) Developer shall, at its sole cost and expense, install and operate one or more holding tanks
for the temporary storage of Plant Condensate. Following the Commercial Operations Date and prior to the
discharge of any Plant Condensate in the Landfill's wastewater treatment system, Developer shall sample its Plant
Condensate in the applicable holding tank and have a qualified third party agreed to in writing by the City,
Developer and Allied (which approval shall be not unreasonably withheld, conditioned, or delayed by any party)
characterize the Plant Condensate. The scope of characterization shall be approved in writing by each of the City,
Developer and Allied (which approval shall be not unreasonably withheld, conditioned, or delayed by any party)
and the results of such characterization shall be provided by Developer to each of the City and Allied. Unless the
results of such sampling indicate that (i) the Plant Condensate is either characteristically hazardous under any
Applicable Law or hazardous under any Applicable Law ("Hazardous Plant Condensate"), (ii) the Plant
Condensate exceeds applicable limits or conditions in Allied's permits, licenses, authorizations or approvals for
the handling, transportation or disposal thereof (including the applicable limits or conditions in the City's permits,
licenses, authorizations or approvals for the handling, transportation or disposal thereof), or (iii) the Plant
Condensate does not meet the requirements for handling and disposal of Allied and its affiliated entities as applied
to other solid waste landfills set forth in the internal guidelines of Allied or its Affiliates (as such may be amended
from time -to -time, a copy of which shall be provided to Developer upon request),(either (ii) or (iii),
"Unacceptable Plant Condensate") City shall require Allied to agree to accept such Plant Condensate tendered
by Developer to the Condensate Delivery Point for handling and City shall dispose of all such Plant Condensate
in the Landfill's wastewater treatment system, in each case utilizing such measures as required for compliance
with Allied's and the City's permits, licenses, authorizations or approvals, at no cost to Developer, and Developer
shall tender any such Plant Condensate to the Condensate Delivery Point. If Plant Condensate is rejected by Allied
or the City pursuant to sub -clause (i) above, all costs in connection with the collection, handling, treatment or
disposal of any such rejected Plant Condensate shall be the responsibility of Developer. If Plant Condensate is
rejected by the City pursuant to sub -clause (ii) above or by Allied pursuant to sub -clause (ii) or (iii) above, all
reasonable, documented and out-of-pocket costs incurred by Developer in connection with the collection,
handling, treatment or disposal of such any such rejected Plant Condensate shall be paid by Developer, provided
that a total of fifty percent (50%) of such costs paid by Developer shall be deducted from the Royalty Payments
made to each of the City and Allied pursuant to this Agreement (for example, if such costs paid by Developer
total $10,000, then a total of $5,000 (50% of the total costs) shall be deducted from the Royalty Payments,
allocated as follows: $2,500 (25% of the total costs) shall be deducted from the Royalty Payments made to the
City pursuant to the Landfill Gas Rights Development Service Agreement and $2,500 (25% of the total costs)
shall be deducted from the Royalty Payments made to Allied pursuant to this Agreement).
(b) Developer shall be responsible for the proper handling, treatment, collection, and disposal
of Plant Condensate so rejected in compliance with all Applicable Laws; provided, that upon Developer's delivery
of Plant Condensate at the Condensate Delivery Point that has not been so rejected, City shall require Allied to
be responsible for the proper handling thereof in compliance with all Applicable Laws and City shall dispose of
all such Plant Condensate tendered to it by Allied.
(c) Notwithstanding anything to the contrary in this Agreement, (1) City shall have no
obligation to accept or handle Plant Condensate that was not isolated in a holding tank and analyzed by a third
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party with respect to its constituent products and concentration thereof, with the testing thereof in accordance
with the procedure set forth in this Section 2.10, (2) if the City or Allied are unwilling to accept the Plant
Condensate for handling or disposal (including when commingled with the Landfill Condensate, Leachate, and
Gas Well Liquids, provided such Landfill Condensate, Leachate, and Gas Well Liquids if not so commingled
with the Plant Condensate would be accepted by the City for disposal), for any reason other than sub -clause (i),
(ii) or (iii) above, Developer shall have no responsibility for any costs in connection with the collection, disposal,
handling, or treatment of any such rejected Plant Condensate and Developer shall have no liability with respect
thereto.
2.11 Excess Landfill Gas.
(a) If at any time during the Term, there is Excess Landfill Gas, the Parties shall notify each
other of the availability and the anticipated quantity and duration of the Excess Landfill Gas. City may not, directly
or indirectly, sell, transfer or, except as provided by this Section 2.11, otherwise dispose of the Excess Landfill
Gas without first providing Developer with the opportunity to purchase the Excess Landfill Gas by written notice
delivered to Developer in accordance with this Section 2.11 ("Offer Notice").
(b) Developer shall have ninety (90) days from receipt of the Offer Notice to provide City with
a written notice that it will purchase all, or a portion, of the Excess Landfill Gas that is the subject of the Offer
Notice ("Acceptance Notice") or provide a notice to City that it has elected not to make such a commitment
("Rejection Notice").
(c) If Developer issues an Acceptance Notice, it shall have one hundred eighty (180) days to
provide City with: (i) further details, documentation and other information concerning how the Excess Landfill
Gas that is the subject of the Acceptance Notice will be used by Developer; (ii) if the use will be through an
expansion of the RNG Production Facilities, information on the anticipated schedule for completion of the
expansion and any expansion of the Project Site that is necessary in connection therewith; and (iii) the anticipated
date that Developer's commitment to take the Excess Landfill Gas shall be effective (the "Excess Landfill Gas
Commitment Date"). Developer may, by written notice to City, extend the Excess Landfill Gas Commitment
Date should Commercial Operation of such expansion of the RNG Production Facilities that is necessary to accept
the Excess Landfill Gas be delayed.
(d) Upon the Excess Landfill Gas Commitment Date, the Excess Landfill Gas or portion of
Excess Landfill Gas that Developer has agreed to purchase pursuant to its Acceptance Notice will be treated as
"Landfill Gas," and the Parties' rights, obligations and liabilities shall be governed by the terms and conditions
of this Agreement governing the purchase and sale of Landfill Gas.
(e) If Developer issues (i) a Rejection Notice or (ii) an Acceptance Notice as to only a portion
of the Excess Landfill Gas set forth in an Offer Notice, then rights and title to Excess Landfill Gas that Developer
has not agreed to purchase pursuant to a Rejection Notice or an Acceptance Notice, as applicable, shall revert
back to the City.
2.12 Re2ulatory Reporting and Compliance. Although each Party is responsible for compliance with
its Permits, the Parties acknowledge that they may be obligated to provide information to one another in order to
facilitate such other Party's Permit compliance. The Parties shall undertake such actions as appropriate to ensure
that they are not co-permittees on any Permit, and in particular with respect to any air quality permit, and that
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they are not considered by any Governmental Authority to constitute a "combined source" or "single source" for
purposes of air quality permitting. Notwithstanding the foregoing, if any Government Authority, determines that
the Landfill Operator's Facilities and the RNG Production Facilities constitute a single or combined source (and
following any appeal thereof), the Parties, in their discretion, may attempt to renegotiate in good faith, and for a
specified time, the terms and conditions of this Agreement to account for the increased burden of such regulatory
activity on the Parties, provided that the Parties acknowledge that any such renegotiation shall not result in the
City being required to appropriate funds or incur incremental costs.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3_1 Developer Representations and Warranties. Developer represents and warrants to City as follows:
(a) Developer is a limited liability company duly organized and validly existing under the
Laws of the State of Delaware and authorized to do business there and in the State of Texas, with the full legal
right, power, and authority to enter into and to perform its obligations hereunder.
(b) Developer has duly authorized, executed, and delivered this Agreement and this Agreement
constitutes a legal, valid, and binding obligation, enforceable against Developer in accordance with its terms,
except as enforceability may be limited by bankruptcy, impracticability, impossibility, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally, by general equitable principles, or by
principles of good faith and fair dealing.
(c) To Developer's knowledge, neither the execution nor delivery of this Agreement by
Developer, nor the performance by Developer of its obligations hereunder, conflicts with, violates, or results in a
breach of any Applicable Law, or materially conflicts with, violates, or results in a breach of any term or condition
of any order, judgment, or decree or any agreement or instrument to which Developer is a party or by which
Developer or any of its properties or assets are bound, or constitutes a default thereunder.
(d) No approval, authorization, order, consent, declaration, registration, or filing with any
Governmental Authority is required for the valid execution and delivery of this Agreement by Developer, except
such as have been duly obtained or made.
(e) Developer has all the rights required to enter into this Agreement and perform its
obligations hereunder without the consent of any third party that has not been obtained and is in effect as of the
date hereof.
(f) Developer has no actual knowledge of any action, suit, or proceeding, at law or in equity,
before or by any Government Authority, pending or threatened in writing against Developer, in which an
unfavorable decision, ruling, or finding would materially adversely affect the performance by Developer of its
obligations hereunder, or that, in any way, would materially adversely affect the validity or enforceability of this
Agreement.
(g) Developer is not subject to any judgment, order, or decree, or parry to any other contract,
which would materially adversely affect the performance by Developer of its obligations hereunder, or that, in
any way, would have a material adverse impact upon City with respect to the purpose of this Agreement or affect
the validity or enforceability of this Agreement.
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(h) Developer makes no representation or warranty, whether express or implied, of any kind
or nature, as to (i) the presence, quality, or quantity of Landfill Gas, (ii) the quantity or quality of Landfill Gas
that may be recoverable as a result of the construction, installation and operation of the RNG Production Facilities,
(iii) the economic viability or sustainability of the Project, or (iv) the economic returns or profitability of or from
the development and operation of the Project.
3_2 City Representations and Warranties. City represents and warrants to Developer as follows:
(a) City is a Texas home rule municipal corporation, duly organized and operating under the
Laws of the State of Texas, with full legal right, power, and authority to enter into this Agreement and to perform
its obligations hereunder.
(b) City has duly authorized, executed, and delivered this Agreement and this Agreement
constitutes a legal, valid, and binding obligation, enforceable against City in accordance with its terms, except as
enforceability may be limited by bankruptcy, impracticability, impossibility, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally, by general equitable principles, or by
principles of good faith and fair dealing.
(c) To City's knowledge, neither the execution nor delivery of this Agreement by City, nor the
performance by City of its obligations hereunder, conflicts with, violates, or results in a breach of any Applicable
Law, or materially conflicts with, violates, or results in a breach of any term or condition of any order, judgment,
or decree or any agreement or instrument to which City is a party or by which City or any of its properties or
assets are bound, or constitutes a default thereunder.
(d) No approval, authorization, order, consent, declaration, registration, or filing with any
Governmental Authority is required for the valid execution, performance, and delivery of this Agreement by City,
except such as have been duly obtained or made.
(e) City has all the rights required to enter into this Agreement and perform its obligations
hereunder without the consent of any third -party that has not been obtained and is in effect as of the date hereof.
(f) City has no actual knowledge of any action, suit, or proceeding, at law or in equity or
otherwise, before or by any Government Authority, currently pending or threatened in writing against City, in
which an unfavorable decision, ruling, or finding would materially adversely affect the performance by City of
its obligations hereunder, or that, in any way, would materially affect the validity or enforceability of this
Agreement.
(g) City is not subject to any judgment, order, or decree, or party to any other contract, which
would materially adversely affect the performance by City of its obligations hereunder, or that, in any way, would
have a material adverse impact upon Developer with respect to the purpose of this Agreement or affect the validity
or enforceability of this Agreement.
(h) City owns sole, good and marketable title to the Landfill, including the surface and sub-
surface, and to the Landfill Gas and all byproducts thereof, naturally occurring and otherwise, including
Environmental Attributes, free and clear of any mortgage, lien, or other encumbrance, except for the possessory
interest in real estate that City has granted to Allied pursuant to the terms of the Lease, and City has the full power
and authority to sell, transfer, and/or assign the Landfill Gas and all rights and benefits contemplated herein. City
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has not assigned, granted a lien upon, nor sold any rights (whether current, future or contingent) with respect to
the Landfill Gas or Environmental Attributes, or Recovered Landfill Gas.
(i) As of the Effective Date, City has no plans, intent, reason or basis to discontinue the
operation of the Landfill prior to the conclusion of its remaining useful life as a solid waste disposal facility and
has not contemplated discontinuing such operations, in whole or in part prior to the termination date of its Permits.
Developer understands that the Landfill has a remaining useful life, and once full, cannot be expanded.
0) City has not knowingly used, stored, released, disposed or otherwise treated, and has not
knowingly permitted any other Person to use, store, release, dispose of, or treat, Hazardous Substances in, on, or
under any portion of the Landfill in violation of Applicable Laws, and will not allow the same during the Term.
City has not received any written notice of violation, Environmental Claims or other notice or writing from any
Governmental Authority concerning or relating to Hazardous Substances at the Landfill in violation of any
Applicable Law that would be expected to have an adverse impact upon Developer's ability to permit and/or
construct the RNG Production Facility. To City's knowledge, there are no threatened actions, suits, proceedings,
or investigations with respect to any Environmental Claims regarding the Landfill.
(k) With respect to the Landfill and Landfill Operator Facilities operations:
(i) Each of the Landfill and the Landfill Operator Facilities operations are in
compliance with the requirements of all Applicable Laws;
(ii) City or its Landfill Operator has obtained all Permits required pursuant to
Environmental Laws for the operations at or in connection with the Landfill and the Landfill
Operator Facilities;
(iii) all such Permits are in good standing and valid; and
(iv) City is and has been, and the Landfill Operator is and has been, in compliance with
all terms and conditions of such Permits, except in each case as would not be reasonably expected
to have a material adverse effect on the operation of the Landfill, Landfill Operator Facilities, or
RNG Production Facilities.
(1) City makes no representation or warranty, whether express or implied, of any kind or
nature, as to (i) the presence, quality, or quantity of Landfill Gas on the Landfill, or (ii) the quantity or quality of
Landfill Gas that may be recoverable, (iii) the economic viability or sustainability of the Project, or (iv) the
economic returns or profitability of or from the development and operation of the Project.
FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THAT ALL LANDFILL GAS SHALL BE
TAKEN BY LANDFILL OPERATOR IN AN "AS IS" CONDITION, AND THAT THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED FROM THIS TRANSACTION AND
DO NOT APPLY TO THE LANDFILL GAS, ENVIRONMENTAL ATTRIBUTES, THE LANDFILL
OPERATOR FACILITIES, OR THE LANDFILL HEREUNDER.
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ARTICLE IV
OTHER COVENANTS
4_1 Developer Covenants. In addition to any other covenant of Developer set forth herein, Developer
hereby covenants and agrees as follows:
(a) Developer shall share with the City or its Landfill Operator information regarding the RNG
Production Facilities, or Developer's operations thereof, as may be reasonably requested from time to time by the
City or its Landfill Operator for the operation and management of the Landfill, record keeping, or compliance
with Applicable Laws. In addition, Developer shall provide to the City or its Landfill Operator, any and all
information necessary for all reporting required under all Permits, including the Title V Permit, and to meet NSPS
requirements, which information shall be provided to City or its Landfill Operator with reasonably sufficient time
for City or its Landfill Operator to complete and submit all necessary reports.
(b) Developer hereby acknowledges that the Landfill is property of the City. Notwithstanding
anything to the contrary herein, during the Term, Developer shall not cause any liens, claims and/or encumbrances
to be placed on the Landfill as a result of Developer's operations thereon.
(c) Developer shall give notice to City, promptly after Developer obtains actual knowledge, of
each of the following:
(i) Any litigation or claim affecting or relating to the Project and involving an amount
in excess of Five Hundred Thousand Dollars ($500,000.00); any litigation or claim affecting or
relating to the Products, Environmental Attributes; and any litigation or claim affecting or relating
to the Project that might subject Developer to liability in excess of One Hundred Thousand Dollars
($100,000.00);
(ii) Any final action to be taken by any Governmental Authority relating to the Project
or the RNG Production Facilities, which would reasonably be expected to have a materially
adverse effect on the Landfill, Landfill Operator Facilities, the Project, any Permits, the Recovered
Landfill Gas and/or the RNG Production Facilities;
(iii) Any aspect of the Project materially fails to conform or comply with Applicable
Laws;
(iv) Any written notice or warning of actual or possible material violation received by
Developer arising from or related to the operation of the Project together with a copy of such notice
or warning of violation to Developer;
(v) Any representation and warranty made herein by Developer ceases to be true in any
material respect;
(vi) The creation or imposition of any material lien which may affect the Project, the
RNG Production Facilities, Products, Environmental Attributes, or Developer's rights or intended
benefits hereunder; and
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(vii) Any mandated enforcement, clean-up, removal, remediation, or other action or
requirement of any Governmental Authority imposed on Developer because of a release of a
Hazardous Substance in connection with the Project for which Developer is responsible.
(e) Upon written request of City or Landfill Operator, Developer shall deliver to the City or
Landfill Operator, copies of all reports which are available for public inspection or which Developer is required
to file with any Governmental Authority.
4_2 City Covenants. In addition to any other covenant of City set forth herein, City hereby covenants
and agrees as follows:
(a) City will not, and shall not allow any Landfill Operator to, grant, convey, or suffer to exist
any lien, mortgage, security interest in, or other encumbrance whatsoever, of any nature, with respect to the
Landfill Gas, any Environmental Attribute, Products, or on any right or benefit of Developer described herein;
provided, that nothing herein shall limit the City's right to grant, convey or suffer to exist, and this Agreement
shall be subject and subordinate to, any lease, mortgage or security agreement encumbering City's fee title to the
Project Site, so long as City provides Developer with a non -disturbance agreement in recordable form which
provides that for so long as Developer is not in default under this Agreement beyond any applicable notice and
cure period, the rights and possession of Developer, its successors and permitted assigns pursuant to the terms
hereof, shall not be disturbed and this Agreement shall not be terminated, or similar language acceptable to the
holder of such encumbrance and Developer. In the event any Person claims any interest in or to the Landfill Gas
and/or any Environmental Attribute that is inconsistent with the foregoing sentence, City shall promptly discharge
any such interest and remove any such encumbrance. Further, in the event that any third -party exercises
subsurface rights at the Project Site, including, without limitation, any oil, gas, and other mineral rights, City shall
use best efforts to cause any such third party to exercise such rights from a location on City's property outside of
the Project Site.
(b) Throughout the Term, City will not require the Developer to remove or relocate any part
of the RNG Production Facilities except to the extent reasonably necessary for the operation, management, and
maintenance of the Landfill, Landfill Operator Facilities, or City Facilities; provided that if Developer is required
to remove or relocate any portion of the RNG Production Facilities pursuant to this Section 4.2(b), City shall give
eighteen (18) months' prior written notice to Developer to relocate the RNG Production Facilities; provided
further that all of Developer's reasonable out-of-pocket costs of such removal or relocation incurred by Developer
shall be deducted from the applicable Development Fee or the Royalty Payments, as applicable.
(c) City shall give notice to Developer, promptly after City obtains actual knowledge, of each
of the following:
(i) Any litigation or claim affecting or relating to the Landfill or City Facilities and
involving an amount in excess of Five Hundred Thousand Dollars ($500,000.00); any litigation or
claim affecting or relating to the Landfill Gas or any Environmental Attributes; and any litigation
or claim related to the Landfill that might subject City to liability in excess of One Hundred
Thousand Dollars ($100,000.00);
(ii) Any litigation, administrative action, or other formal legal proceeding between the
City and any Governmental Authority relating to the Landfill, the adverse determination of which
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would reasonably be expected to materially affect the Landfill, the Landfill Permit, the Landfill
Gas and/or the Project or RNG Production Facilities;
(iii) Any aspect of the Landfill that is not materially in conformity and compliance with
the Landfill Permit or Applicable Laws;
(iv) Any written notice or warning of actual or possible material violation received by
the City or the Landfill Operator arising from or related to the operation of the Landfill together
with a copy of such notice or warning of violation to the City;
(v) Any representation and warranty made herein by City ceases to be true in any
material respect.
(vi) The creation or imposition of any material lien which may affect the Landfill,
Landfill Gas, Environmental Attributes, or Developer's rights or intended benefits hereunder;
(vii) City or Landfill Operator applies for any modification to the Landfill Permit to
authorize the acceptance of Hazardous Waste at the Landfill.
(viii) Any change or circumstance that may affect City's or Landfill Operator's ability to
continue to operate the Landfill as a solid waste disposal facility, including, but not limited to, new
Permit provisions that restrict operations, enforcement actions, and substantial decreases to waste
volumes;
(ix) Any mandated enforcement, clean-up, removal, remediation, or other action or
requirement of any Governmental Authority imposed on City or Landfill Operator because of a
release of a Hazardous Substance in connection with the Landfill or Landfill Operator Facilities,
or City Facilities; and
(x) Any change in the operations of City or Landfill Operator whereby City or Landfill
Operator either (i) plans to stop accepting solid waste at the Landfill, and/or (ii) plans to close the
Landfill.
(d) Upon written request of Developer, City shall deliver to Developer, (i) copies of all reports
which are available for public inspection or which City or Landfill Operator is required to file with any
Governmental Authority; and (ii) copies of monthly landfill tonnage or waste disposal volume reports containing
reasonable detail as to volumes and types of waste.
(e) Upon written request of Developer, City shall deliver to Developer, to the extent available
or in City's possession or control, a copy of the existing policy of title insurance, preliminary title report or
commitment, abstract of title, or other evidence satisfactory to Developer as to the status of legal title to the
Landfill and/or Landfill Gas, or with respect to any proposed and final location for the RNG Production Facilities,
which shall reflect an absence of any interests or not otherwise contain any title exceptions or exceptions from
coverage which might constitute adverse claims to any right or contemplated benefit of or to Developer hereunder.
(f) City acknowledges and agrees that Developer shall, at all times, own any and all RNG
Production Facilities, including, without limitation, any trade fixtures situated on the Landfill in connection with
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the RNG Production Facilities. No right or title to trade fixtures or other property or equipment purchased or
provided or otherwise paid for by Developer shall pass, in whole or in part, to City at any time, unless explicitly
agreed in writing.
(g) City agrees not to amend or modify the Landfill Gas Beneficial Use Agreement or Lease
in any manner which would have a material adverse effect on any of RNG Production Facilities, any rights granted
to Developer by City or Allied, or any covenants made in the Landfill Gas Beneficial Use Agreement or Lease
by City or Allied related to the RNG Production Facilities, without the prior written consent of Developer.
However, City reserves the right to terminate the Landfill Gas Beneficial Use Agreement subject to the terms
stated therein. City shall notify Developer within one (1) Business Day of the termination or expiration of the
Landfill Gas Beneficial Use Agreement or the Lease.
ARTICLE V
TERM AND TERMINATION
5_1 Term. This Agreement shall take effect as of the Effective Date and shall remain in full force and
effect for an initial term of twenty (20) years from the Commercial Operation Date (the "Initial Term") and,
subject to earlier termination as provided for in ARTICLE XVI herein, this Agreement shall, upon written mutual
agreement of the Parties, for two (2) successive five (5) year terms (each a "Renewal Term"). Each Renewal
Term shall be governed by and according to the terms and conditions herein, unless otherwise agreed by the
Parties in writing. If either Parry does not wish to enter into a Renewal Term, such Party may, upon not less than
three -hundred and sixty-five (365) days' prior written notice to then -current Term end, provide notice of such
termination. Upon termination of this Agreement, the Parties shall be relieved of all duties and obligation
hereunder except for those terms, conditions and provisions hereof which are expressly stated to survive any
termination or expiration of this Agreement or which are otherwise clearly intended to survive any such
termination or expiration by the context contained herein.
5.2 Termination by Developer.
(a) At any time after the Effective Date, but prior to the Commercial Operations Date,
Developer may terminate this Agreement upon not less than thirty (30) days' prior written notice to City, if
Developer determines, in its commercially reasonable discretion, that any Permits or any Downstream Utilities
required for the construction or operation of any of the RNG Production Facilities have not or cannot be obtained
or maintained in an economically feasible manner, despite Developer's good faith effort.
(i) In the event that this Agreement is terminated by Developer pursuant to this Section
5.2 a , Developer shall pay to City the applicable Development Fee through the effective date of
termination.
(ii) In the event Developer terminates this Agreement pursuant to this Section 5.2(a),
within thirty (30) days after providing written notice of termination to the City, Developer shall
provide City with reasonable documentation to evidence Developer's good faith efforts to obtain
any Permits or any Downstream Utilities required for the construction or operation of any of the
RNG Production Facilities and to support Developer's determination that such cannot be obtained
or maintained in an economically feasible manner; provided that Developer shall not be required
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to deliver any documentation pursuant to this Section 5.2(a)(ii) which contains Confidential
Information or information protected by attorney -client privilege or attorney work -product.
(b) At any time after the Effective Date, Developer may terminate this Agreement upon not
less than ninety (90) days' prior written notice to City due to a Material Change in Law that cannot be addressed
in accordance with ARTICLE VIII herein.
(c) Upon the termination of this Agreement in accordance with this Section 5.2 or otherwise,
neither Parry shall have any further obligation or liability to the other under this Agreement, except that the
provisions of this Agreement that expressly survive the termination of this Agreement shall continue to apply and
no such termination shall limit or otherwise affect the rights and obligations of either Party that have accrued
prior to the effective date of termination.
5_3 Effect of Termination. If this Agreement is terminated pursuant to this ARTICLE V or otherwise,
except as otherwise expressly provided in Section 16.4. all rights of the Parties pursuant to this Agreement,
including any right, title or interest of Developer in Landfill Gas, Environmental Attributes, Products, shall expire,
be of no further force and effect, and revert back to the City; provided, that Developer and City shall continue to
be responsible for any obligations in this Agreement or the that expressly survive such termination.
ARTICLE VI
PAYMENTS
6.1 Pavments. In consideration of the rights granted to Developer and obligations of City herein,
Developer agrees to pay to City the following amounts:
(a) Gas Rights Upfront Fee. Contemporaneous with the execution and delivery of (i) this
Agreement, (ii) the Landfill Gas Beneficial Use Agreement, (iv) the sixth amendment to the Lease, and (iv) the
Project Site Sublease, Developer shall pay to City a one-time payment of One Hundred Thousand dollars
($100,000.00) ("Upfront Fee") as consideration for the rights granted to Developer by City herein.
(b) Development Period Fee. As consideration for the rights granted to Developer by City
herein, for the period commencing on the Effective Date and terminating upon the Commercial Operations Date
(the "Development Period"), Developer shall pay to City on a monthly basis the Development Fee of $3.05 per
MMBtu of the Flared Gas Amount. The volume of Landfill Gas flared at Landfill's flare shall be measured by
City at the point of delivery between the Collection System and Landfill's flare. No later than the tenth (loth) day
of each month during the Development Period, City shall deliver to Developer verified meter readings, which
may be audited by Developer, setting forth the volume of Landfill Gas flared at Landfill's flare during the
preceding month and the calculation of the Flare Turndown Requirements in such month (each a "Monthly Flared
Gas Statement") in order for Developer to calculate the applicable Development Fee for such month. Developer
shall remit payment of such amount to City within twenty (20) days of receipt of the Monthly Flared Gas
Statement each month on the basis of $3.05 per MMBtu of Flared Gas Amount in such month during the
Development Period. Developer may, at its option, either install meters at the Landfill's flare, or supervise the
recalibration of the existing meters at the Landfill's flare for purposes of measuring the Flared Gas Amount.
(c) If the Commercial Operations Date does not occur by the Commercial Operations Date
Deadline (which shall be subject to extension on a day -for -day basis due to a Force Majeure Event (complying
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with the terms of Article 13)); Developer may extend the Commercial Operations Date Deadline for a period of
up to one (1) year by (i) delivering written notice to City on or prior to the Commercial Operations Date Deadline
of its election to so extend the Commercial Operations Date Deadline and (ii) paying to City per month from and
after the Commercial Operations Date Deadline and until the Commercial Operations Date an escalated
Development Fee of $3.60 per MMBtu of Flared Gas Amount (which, for the avoidance of doubt, shall supplant
the Development Fee of $3.05 per MMBtu of Flared Gas Amount); provided, further, if the Commercial
Operations Date has not occurred on or before the first (1") anniversary of the Commercial Operations Date
Deadline (subject to any extensions in accordance with this Section 6.1(c)), Developer may further extend the
Commercial Operations Date Deadline for a period of up to one (1) additional year by (i) delivering written notice
to City of its election to further extend the Commercial Operations Date Deadline prior to such first (1st)
anniversary of the Commercial Operations Date Deadline and (ii) paying to City per month from and after such
first (1st) anniversary of the Commercial Operations Date Deadline and until the Commercial Operations Date an
escalated Development Fee of $5.00 per MMBtu of Flared Gas Amount (which, for the avoidance of doubt, shall
supplant the escalated Development Fee of $3.60 per MMBtu of Flared Gas Amount). If Developer (x) does not
suspend termination pursuant to this Section 6.1(c) or (y) fails to achieve Commercial Operations by the second
(2nd) anniversary of the Commercial Operations Date Deadline (subject to extension in accordance with this
Section 6.1(0), this Agreement shall terminate sixty (60) days from the Commercial Operations Date Deadline
in the case of (x), or, on the second (2nd) anniversary of the Commercial Operations Date Deadline in the case of
(y), as applicable, and all of the rights, title, and interest in and to all Landfill Gas shall revert back to the City.
(d) Notwithstanding the foregoing in this Section 6.1, or otherwise, in the event that Developer
experiences delays in achieving Commercial Operations due to a Force Majeure Event, Developer shall not be
relieved of its obligation to pay the applicable Development Fee and Developer shall so pay the applicable
Development Fee to City during the occurrence of any Force Majeure Event; provided, however that any
Development Fee so paid to the City by Developer during the occurrence of any Force Majeure Event shall be
credited against the Royalty Payments as prepaid Royalty Payments and shall be considered a "Prepaid
Royalties" payment. Developer shall allocate any Prepaid Royalties over a twelve (12) month period following
the Commercial Operations Date and shall use reasonable efforts to apply such allocation such that the Prepaid
Royalties credited against total Royalty Payments in any Monthly Statement does not exceed twenty percent
(20%) of the total Royalty Payment in any such month.
(e) Rovalty Pavments. Commencing on the Commercial Operations Date, Developer shall
pay to City a monthly cash royalty payment in an amount equal to thirty percent (30%) of the Gross Revenues
received by Developer and derived from the sale of Products (including, for the avoidance of doubt,
Environmental Attributes) produced from the Recovered Landfill Gas from the Landfill minus any applicable
deductions set forth in Section 2.10 or Section 4.2(b) (the "Royalty Payments"). The Royalty Payments shall be
paid on a monthly basis as provided for herein. Gross Revenues shall be calculated by Developer according to
GAAP and paid no later than thirty (30) days (each such date, a "Payment Date") following the end of the calendar
month in which such revenues were received by Developer (each such period, a "Billing Period"). It is expressly
understood and agreed that there shall be no Royalty Payments or any other compensation or payment due in
connection with any Landfill Gas flared and/or destroyed by City or Landfill Operator following the Commercial
Operations Date.
(f) Investment Tax Credit Benefits. The Parties agree and acknowledge that the RNG
Production Facilities are not guaranteed to qualify for the ITC and Developer makes no representation or
warranty, and undertakes no covenant, regarding the qualification of the RNG Production Facilities for the ITC.
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The determination of whether the RNG Production Facilities qualifies for the ITC is at the sole discretion of
Developer. Developer shall notify City in writing (the "Qualification Notice') whether any return filing position
will be made with respect to the qualification of the RNG Production Facilities for the ITC within ninety (90)
days from the date on which the RNG Production Facilities are deemed to be placed in service (as such date is
determined in accordance with guidelines of the ITC). The Qualification Notice shall state the amount of the ITC
to be claimed by Developer (or its tax -paying Affiliate) in respect of the RNG Production Facilities. If, and only
if, Developer or its tax -paying Affiliate claims the ITC in respect of the RNG Production Facilities on its tax
return filings, Developer shall make a cash payment (the "ITC Share") hereunder (which shall be shared between
City and Allied in accordance with Section 6.3) in an amount equal to thirty percent (30%) of the Gross ITC
Value within thirty (30) days of Developer's delivery of the Qualification Notice to City.
(g) Future Tax Benefits. The Parties agree and acknowledge that the Project or the RNG
Production Facilities are not guaranteed to qualify for Future Tax Benefits and Developer makes no representation
or warranty, and undertakes no covenant, regarding whether the Project or the RNG Production Facilities will
qualify for Future Tax Benefits. The determination of whether the Project or the RNG Production Facilities
qualify for Future Tax Benefits is at Developer's sole discretion. At any time during the Term, if Developer (or
its tax -paying Affiliate) makes a filing position claiming any Future Tax Benefit in respect of the RNG Production
Facility or the Project, Developer shall deliver written notice (a "Tax Benefit Notice") to City. The Tax Benefit
Notice shall state (i) the amount of any Future Tax Benefit to be claimed by Developer (or its tax -paying Affiliate)
in respect of the RNG Production Facilities (the "Claimed Credit Amount") and (ii) Developer's determination
of Developer's total costs and expenses to monetize or generate any such Future Tax Benefit (which may include,
without limitation, costs to reduce carbon intensity of the RNG Production Facilities, costs to install or operate
equipment necessary to generate any Future Tax Benefit, reduction in depreciation value of the RNG Production
Facilities, administrative costs, commissions and other costs) ("Developer Credit Costs"); and (iii) the amount
which is the difference between the Claimed Credit Amount and the Developer Credit Costs (the "Future Tax
Benefit Value"). If, and only if, Developer (or its tax -paying Affiliate) claims a Future Tax Benefit in respect of
the RNG Production Facilities, Developer shall make a cash payment to the City (which shall be shared between
City and Allied in accordance with Section 6.3) within thirty (30) days of Developer's delivery of the Tax Benefit
Notice to City in an amount equal to thirty percent (30%) of the Future Tax Benefit Value. For the avoidance of
doubt, and not withstanding anything in this Section 6.l(R) to the contrary but subject to Developer's obligations
set forth in Section 6.1(f) in respect of the ITC Share, Developer shall retain one hundred percent (100%) of any
and all value derived from any and all Current Tax Benefits, whether by sale, use, or otherwise.
6_2 Periodic Statements. On each Payment Date, Developer shall provide a statement (a "Periodic
Statement") to City showing, for the immediately preceding Billing Period:
(a) Royalty Payments due to City based on the Gross Revenues received during such Billing
Period, in accordance with Section 6.1(e).
(b) Any taxes, duties, or expenses of any sort that Developer is obligated to charge on the
Payments due to City for such Billing Period.
(c) RNG production, measured in MMBtu, RIN or other applicable Environmental Attribute
and/or Product prices and underlying natural gas prices, as applicable and as used to calculate the Royalty
Payments.
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6_3 Billiniz and Pavment. Developer shall pay fifty percent (50%) of the Payments due hereunder to
City and fifty percent (50%) of the Payments due hereunder to Allied (in accordance with the banking instructions
provided by Allied to Developer); provided that upon termination or expiration of the Landfill Gas Project
Development Agreement, all Payments due hereunder shall be paid to the City. Any such amounts that are not
paid by such date shall accrue interest at five percent (5%) per annum until paid, such "per annum" period
commencing on the first Business Day after such Payment is due. In the event a Payment is due on a Saturday,
Sunday, or federal holiday, the Payment due date shall become the first following Business Day. Payments shall
be paid in lawful money of the United States to City and Allied by wire transfer of immediately available funds
to the account(s) specified by City and Allied in writing, or such other place as City and Allied shall from time -
to -time direct Developer by prior written notice and which is practicable.
6.4 Records and Financial Statements.
(a) Developer shall at all times during the Term and for a period of three (3) years after the
expiration or termination of this Agreement (unless a longer period is required pursuant to Law), keep or cause
to be kept true and complete books, records, period statements, and accounts, together with applicable supporting
data and information, and documentation, of all sales of Products by Developer. City shall have the right through
an independent certified public accounting firm to examine and audit said books, records, and accounts, upon ten
(10) days prior written notice to Developer, during normal business hours, at the principal office of Developer or
such other place mutually convenient and agreeable to the Parties and in a manner which will not unreasonably
interfere with Developer's operations, for the purpose of verifying the information provided to City in the Periodic
Statements. The auditors will be required to sign appropriate nondisclosure agreements prior to receiving any
Confidential Information of Developer or its Affiliates; provided that any such nondisclosure agreements will
include customary exceptions to the auditor's non-use and nondisclosure obligations for compliance with laws
applicable to the auditor and its findings. City's right to audit shall be exercised within three (3) years from the
date of receipt of the Periodic Statement at issue. No such audit may be conducted on a contingency basis by a
third party (and therefore no portion of the fee or other compensation payable to any third party may in any way
be tied to the results of such audit), and any such audit conducted on such basis shall be deemed void for the
purposes hereof. The Developer shall not have any liability to City for any discrepancy relating to records or
statements if City has not exercised such audit rights within the three-year period required hereunder. City's audit
rights hereunder may be exercised by City once per twelve-month period through the end of the three-year period
after the expiration or termination of this Agreement.
(b) City expressly warrants, and hereby waives any claims to the contrary, that Texas Local
Government Code Section 252 is not applicable to expenditures by the City for independent auditors' professional
services, and therefore agrees that the full cost of any audit conducted pursuant to Section 6.4(a) shall be borne
by City or Landfill Operator, except that the full cost of same shall be borne by Developer if the audit reveals
either a discrepancy in the amount of payments due City of greater than five -percent (5.0%). In addition,
Developer shall pay the full cost of such audit if it has failed to maintain books, records, accounts, and supporting
documentation as required by Section 6.4(a).
6_5 Audit Confidentiality. Any and all financial and other information made available to City or its
auditors for purposes of any audit, examination or review to be performed under this ARTICLE VI shall be subject
in all respects to the confidentiality obligation and provisions set forth in Section 17.16 hereunder, and further
subject to any other nondisclosure agreement between the auditors and Developer, subject to Texas Government
Code Chapter 552.
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ARTICLE VII
CONSTRUCTION AND OPERATION OF RNG PRODUCTION FACILITIES
7.1 Construction of RNG Production Facilities.
(a) Developer shall be responsible for the design, construction, and cost of the pipeline from
the RNG Production Facility to the downstream commercial pipeline interconnect; provided that the foregoing
does not preclude Developer from contracting with third parties to perform certain design and construction duties
in respect of such pipelines serving the RNG Production Facilities.
(b) Before constructing or installing any new RNG Production Facility on the Project Site,
Developer shall obtain the written permission of City and the Landfill Operator as to the actual location of the
RNG Production Facility to be constructed or installed and the location(s) of the rights -of -way and easements
(collectively, the "Project Easements") required or reasonably necessary for the development and operations of
the Project. Any Project Easements shall be subject to City Council approval. In the event City or Landfill
Operator and Developer do not agree on the locations of the RNG Production Facility or Project Easements as
proposed by Developer, City or Landfill Operator, as applicable, shall state the basis therefor in writing to
Developer and the City and Landfill Operator shall work promptly and in good faith with Developer to identify
mutually agreeable alternative locations, such locations to be identified no less than fifteen (15) Business Days
subsequent to such writing. Upon City's and Landfill Operator's approval of the location of any new RNG
Production Facility, City will work with Developer and Landfill Operator to amend the Project Site Sublease to
provide Developer with a long term usage for that portion of the real property of City on which such RNG
Production Facility is to be located, together with all necessary rights of way and easements across, through, over,
under, and around such real property for ingress, egress, and all activities necessary to Developer's operations
under this Agreement.
(c) Following the Effective Date, Developer and City shall meet and confer at a pre -
development conference before the construction of any new RNG Production Facility. Prior to submission any
Permit applications, Developer shall provide City with copies of the drawings and specifications for any new
RNG Production Facility and a copy of the application for any Permit or zoning application required for the
construction or installation thereof. Such provision to the City of the drawings and specifications and copy of the
application for City's courtesy review, shall not be construed as the filing of a formal application with the City
for a permit or development document in accordance with chapter 212 or 214 of the Texas Local Government
Code. The City may review any such drawings and specifications, Permit or zoning applications within thirty
(30) days of receipt thereof. Developer may provide written responses to all City comments that have been
provided to Developer. Developer may either address the City's comments or explain in writing why it did not
address the City's comments.
(d) Before commencing the construction or installation of any RNG Production Facility,
Developer shall produce to City all Permits required therefor. Developer may engage qualified contractors and
subcontractors in the construction and installation of such RNG Production Facilities, at its sole discretion;
provided that Developer shall remain liable for such contractors and subcontractors' compliance with the
provisions of this Agreement. It is understood that the review provided by City shall be of an observational and
review nature only and that the City shall not have authority to require or approve changes to the RNG Production
Facilities' or the Developer's plans and specifications made in accordance therewith. Notwithstanding the
foregoing, should Developer be required to obtain zoning approval, building permits, or other land development
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permits from the City for the RNG Production Facility, such review and approvals shall be in accordance with
the City's standard permit review process and which shall be in addition to any review and approvals process set
forth in this Agreement (but without duplication of City review and comment periods which shall be limited to
the statutorily required periods).
(e) To the extent permitted by Applicable Laws, Developer shall have the right to return to the
Landfill any and all solid waste matter removed from the Landfill so long as it does not contain any Hazardous
Materials, as defined by Applicable Laws, introduced by the Developer as a result of the construction and
installation of any RNG Production Facility, and City shall, and shall use reasonable efforts to cause a Landfill
Operator to, accept, receive, and manage the same, at no cost to Developer.
(f) Each RNG Production Facility and related equipment and fixtures at the Project Site shall
at all times remain the personal property of Developer or its designee, except as explicitly stated otherwise herein
or as explicitly agreed otherwise by the Parties in writing, notwithstanding the method or mode of installation or
attachment thereof to real property, or length of time such may remain installed or attached to same, severable
from the land and the Project Site (other than as explicitly provided herein), and City acknowledges that it has no
interest in any RNG Production Facilities or related equipment other than as expressly provided herein or
otherwise agreed by the Parties in writing. Promptly after written request by Developer, City shall provide a
waiver or estoppel certificate, in a form reasonably satisfactory to Developer, acknowledging that the RNG
Production Facilities and related equipment on the Project Site are the personal property of Developer or its
designee. Ownership and disposition of RNG Production Facilities at the expiration or termination of the Term
are subject to the applicable provisions contained herein.
7.2 Performance Standards. Developer represents and warrants to City that the Plant shall achieve (i)
the Uptime Standard; and (ii) the Recovery Standard, each as demonstrated by Final Performance Testing of the
Plant (together, the "Performance Standards"). Upon completion of Final Performance Testing of the Plant,
Developer shall deliver written notice to City certifying the Plant uptime and methane recovery in order to
establish that the Plant achieved the Performance Standards. If (i) Developer has failed to deliver such notice
certifying the achievement of the Performance Standards within thirty (30) days after the completion of the Final
Performance Testing or (ii) if the Plant fails to satisfy the Performance Standards as demonstrated by Final
Performance Testing, Developer shall, at its sole expense, promptly undertake commercially reasonable efforts
in order for the Plant to achieve the Performance Standards and shall reperform performance testing within a
reasonable time in order to demonstrate that the Plant has achieved the Performance Standard, and Developer
shall be obligated to continue to undertake commercially reasonable efforts in order for the Plant to achieve the
Performance Standards. Developer shall deliver to City results of all performance testing performed hereunder.
7_3 Electric Transmission and Distribution Lines. Developer shall have the right to construct electrical
distribution and transmission lines, poles, and other facilities, including on -site generators, required to deliver
power to the Project Site or required to deliver Products from the RNG Production Facilities to a utility
interconnect and/or to a third -party purchaser or user. The design and construction of any such above -ground
electrical distribution and transmission lines, poles, and other facilities and any easements required in connection
therewith shall be subject to the review and approval by City and Landfill Operator. Any easements must be
approved by the City through separate instruments executed by City and Developer (or its designee) filed in the
Tarrant County deed records.
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7_4 Alterations. Developer, may, from time to time, make or cause to be made, at no cost to City,
upon written notice to City and the Landfill Operator, repairs, improvements, additions, expansions, alterations,
or changes in or to any RNG Production Facility or Project Site (collectively, "Alterations"), in each case to the
extent that Developer shall deem such Alterations necessary to carry on any activity permitted hereunder;
provided that no Alteration shall unreasonably interfere with City's use of or access to or from the Landfill and
Landfill Operator's management of the Landfill, including Landfill Operator Facilities, or City Facilities, and that
Alterations are otherwise constructed, completed, operated and maintained in compliance with the terms of this
Agreement.
ARTICLE VIII
MATERIAL CHANGE IN LAW
8_1 Material Chan,2e in Law. In the event of a Material Change in Law, the Parties shall, to the extent
necessary and possible and convenient, cooperate in good faith to reform this Agreement to ensure compliance
and conformity with such Material Change in Law and to restore or retain the Parties' original respective intended
benefits.
ARTICLE IX
COORDINATION AND LANDFILL DEVELOPMENT
9_1 Coordination. Developer, Landfill Operator, and City shall each appoint at least one representative
to facilitate the Parties' coordination of their respective operations pursuant to this Agreement with the other
Parry. The Parties' representatives shall meet or confer as necessary regarding coordination of the Parties' ongoing
day-to-day activities.
9_2 Operations and Development. The Parties' representatives shall meet or confer to review the
Parties' respective operations and activities pursuant to this Agreement. Developer agrees to, and City agrees to,
or cause Landfill Operator to, exchange information for planning and coordination of any development
opportunities in connection with the rights and obligations of the Parties pursuant to this Agreement in order to
promote the safe and orderly development and operation thereof, such information to be subject to the
confidentiality obligations set forth herein.
ARTICLE X
LIABILITY
10.1 DEVELOPER LIABILITY. DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF ANY OF THE DEVELOPER PERSONS IN
PERFORMANCE OF DEVELOPER'S OBLIBGATIONS UNDER THIS AGREEMENT.
10.2 CITY LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
CITY, ON BEHALF OF ITSELF AND ANY CITY PERSONS, HEREBY AGREES NOT TO CLAIM AND
WAIVES ANY CLAIMS OR DEFENSES OF GOVERNMENTAL OR SO VEREIGN IMMUNITY FOR ANY
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LIABILITYAS TO CLAIMS MADE BYDEVELOPER ARISING UNDER THIS AGREEMENT, BUT NOT
THIRD PARTY CLAIMS.
10.3 Limitation on Liabilitv.
(a) If no remedy or measure of damages is expressly herein provided, the obligor's liability
shall be limited to direct actual damages only, such direct actual damages shall be the sole and exclusive remedy,
and all other remedies or damages at law or in equity are waived.
(b) ANYTHING IN THIS AGREEMENT OR AT LAW TO THE CONTRARY
NOTWITHSTANDING, BUT EXCLUDING: (i) OBLIGATIONS UNDER SECTION 17.15 OR SECTION
17.16, (ii) ANY CLAIMS OR LOSSES SUFFERED BY A PARTY ARISING OUT OF THE FRAUD, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE OTHER PARTY, AND (iii) CITY'S LOSS OF USE
OF LANDFILL, IF CAUSED BY DEVELOPER'S SOLE NEGLIGENCE, GROSS NEGLIGENCE, OR
INTENTIONAL MISCONDUCT, IN NO EVENT SHALL ANY MEMBER OF THE DEVELOPER PERSONS
BE LIABLE TO ANY MEMBER OF THE CITY PERSONS, AND IN NO EVENT SHALL ANY MEMBER
OF THE CITY PERSONS BE LIABLE TO ANY MEMBER OF THE DEVELOPER PERSONS FOR ANY OF
ITS OR THEIR OWN CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR
OTHER INDIRECT DAMAGES, OR LOST PROFITS, LOSS OF BUSINESS OR CUSTOMERS, LOSS OF
USE (EXCLUDING THAT CERTAIN LOSS OF USE IN SUBSECTION (iii) OF THIS SECTION), LOSS OF
GOODWILL, REPUTATIONAL HARM, OPPORTUNITY COSTS, FINANCE CHARGES, OR LOSS OF
REVENUE, OR OTHER SIMILAR DAMAGES (WHETHER SUCH DAMAGES ARE CHARACTERIZED
AS DIRECT OR INDIRECT), IN EACH CASE ARISING OUT OF, OR IN ANY WAY CONNECTED WITH,
THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE
TERMINATION OF THIS AGREEMENT, HOWEVER SAME MAY BE CAUSED, INCLUDING THE
BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY
OR OTHERWISE BY ANY MEMBER OF THE DEVELOPER PERSONS OR THE CITY PERSONS, AND
WHETHER OR NOT FORESEEABLE AT THE TIME OF ENTERING THIS AGREEMENT.
(c) For breach of any provisions for which an express remedy or measure of damages
purporting to be the sole remedy is herein provided, such express remedy or measure of damages shall be the sole
and exclusive remedy, the obligor's liability shall be limited as set forth in such provision, and all other remedies
or damages at law or in equity are waived.
10.4 Survival. All provisions of this ARTICLE X shall survive the expiration, surrender, or termination
of this Agreement to the extent they apply to claims, lawsuits, causes of action, demands, damages, proceedings,
and other Losses accruing during the Term of this Agreement.
ARTICLE XI
INSURANCE
11.1 Insurance Reauirements. Developer shall obtain, maintain, and keep in force throughout the Term,
insurance of the types and amounts, and on the terms, set forth in Exhibit B attached hereto and made a part
hereof. Developer shall provide City with certificates of insurance required hereunder within thirty (30) days from
the Effective Date hereof.
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11.2 City's Riaht to Obtain Insurance. If Developer fails to maintain any insurance required under this
Agreement, City may, at City's election, after ten (10) Business Days' written notice to Developer, procure the
same, it being hereby expressly covenanted and agreed that payment by City of any such premium shall not be
deemed to waive or release the obligation of Developer to make payment thereof. If City procures any such
insurance policy after notice to Developer, the premium cost thereof shall be immediately reimbursed to City by
Developer.
11.3 Citv Insurance Requirements. Subject to the terms of Exhibit C, City shall obtain, maintain, and
keep in force throughout the Term, insurance of the types and amounts, and on the terms, set forth in Exhibit C
attached hereto and made a part hereof. City shall provide Developer with certificates of insurance required
hereunder within thirty (30) days from the Effective Date hereof. City shall use reasonable efforts to require each
of its contractors at the Landfill to obtain and maintain insurance requirements commensurate with the work
performed by such contractor at the Landfill.
ARTICLE XII
TAXES
12.1 Developer Taxes and Utilities. Developer shall, during the Term, pay all costs, charges, taxes,
assessments, water and sewer charges, charges for public utilities, and other charges and fees that may be properly
levied upon or assessed against any RNG Production Facility located at or upon the Project Site or upon or levied
against Recovered Landfill Gas.
12.2 Citv Taxes and Utilities. City or Landfill Operator shall, during the Term, pay or arrange for the
payment of all costs, charges, taxes, assessments, water and sewer charges, charges for public utilities, and other
charges and fees that may be properly levied upon or assessed against the Landfill or the Landfill Operator
Facilities, as applicable. City shall pay all other costs, charges, taxes, assessments, water and sewer charges,
charges for public utilities, and other charges and fees assessed against the Landfill and Collection System.
ARTICLE XIII
FORCE MAJEURE
13.1 Force Maieure.
(a) Except as otherwise provided in Section 16.1(b) or Section 16.2(c) or this Section 13.1, a
Parry shall be excused from performance under this Agreement and shall not be considered to be in default
hereunder for failure to perform obligations under this Agreement, to the extent that such Party is unable to, or
otherwise fails to, perform due to a Force Majeure Event. No Parry shall be relieved of any obligation for the
payment of money as a result of a Force Majeure Event. Nothing herein shall preclude the non -claiming Parry
from challenging the existence of a Force Majeure Event in accordance with Section 17.4. If, through the dispute
resolution procedures set forth Section 17.4, or otherwise agreed in writing by the Parties, it is determined by a
final, non -appealable adjudication that a Force Majeure Event did not occur, and, subject to the applicable cure
periods set forth in ARTICLE XVI, the claiming Party shall pay to the non -claiming Party all direct costs and
expenses of the non -claiming Parry arising from such alleged Force Majeure Event (which, for the avoidance of
doubt, shall not include attorneys' fees).
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(b) If either Parry's ability to perform its obligations under this Agreement is affected by a
Force Majeure Event, the affected Party shall: (i) as promptly as reasonably possible notify the other Parry in
writing of such event, which shall include a description of such event to establish to the reasonable satisfaction
of the other Parry that a Force Majeure Event has occurred, an explanation as to why such Force Majeure Event
is not reasonably within the control of and without the fault or negligence of the Party giving such notice, its cause
and, if known, anticipated date or resolution, and (ii) promptly supply such available information about the Force
Majeure Event and its cause as may be reasonably requested by the other Party from time to time.
(c) The suspension of performance by a Party due to a Force Majeure Event hereunder shall
be of no greater scope and no longer duration than to the extent necessary by reason of the Force Majeure Event.
The affected Parry shall use commercially reasonable efforts to mitigate or remedy its inability to perform its
obligations under this Agreement. A Force Majeure Event shall not excuse compliance with any Law, except to
the extent provided under the Applicable Law.
ARTICLE XIV
[RESERVED]
ARTICLE XV
CASUALTY AND CONDEMNATION
15.1 Casualtv. Developer shall give prompt written notice to City of any material casualty to any RNG
Production Facility. In the event of any such casualty where the loss or damage is covered by any of the
Developer's insurance policies required under ARTICLE XI herein and/or any insurance policy of City, such
insurance proceeds shall be used for the restoration of the Project, except as otherwise set forth in this Section.
Upon written request of City, Developer shall provide City with copies of Developer's plans and specifications
for the restoration and repair of the Project for review and approval, not to be unreasonably withheld, conditioned
or delayed, which Developer shall provide as soon reasonably practicable following such casualty and the
approval of any such insurance claim. Developer shall provide City with periodic updates of the status of the
repair and restoration work with anticipated completion dates. Developer shall have no duty or obligation to
restore or repair the Project and/or pay any costs of restoration (i) in the event that insurance proceeds are not
made available (including as a result of Developer's lenders requiring such proceeds to be applied to any
outstanding indebtedness) or (ii) are insufficient to pay the costs of repair and/or restoration by more than 50%
of the aggregate of such costs, provided, however, notwithstanding the absence of any such insurance proceeds,
Developer may elect to pay such costs of repair and restoration as determined by Developer at its sole and absolute
discretion. Notwithstanding any provision to the contrary contained herein, any decision made by Developer not
to repair or restore the Project following any casualty not covered by insurance shall not be deemed a breach,
violation or default under this Agreement by Developer, provided Developer provide City prompt, written notice
with a reasonably detailed description of the reasons for Developer's decision. City shall give prompt written
notice to Developer of any casualty to the Landfill or any portion(s) thereof, such notice to contain a reasonably
detailed description of the nature of the casualty and an estimate of the time required to repair and restore the
Landfill and whether City intends to proceed with such repair and restoration. In the event that City elects to
proceed with restoration, to the extent that such casualty has impacted the Project or operations of Developer in
any material manner, City shall provide Developer with periodic updates of the status of the repair and restoration
work with anticipated completion dates.
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15.2 Condemnation. If, at any time during the Term, the Landfill, Landfill Gas, Recovered Landfill
Gas, the Landfill Operator Facilities, the RNG Production Facilities or any part thereof or interest therein, shall
be taken or damaged by reason of any public improvement or condemnation proceeding, including via eminent
domain, or in any other manner, or should Developer or City receive any written notice or other information
regarding such proceeding, the Party receiving such notice or other information shall give prompt written notice
thereof to the other Party no fewer than fifteen (15) days after receipt of same. Each of Developer and City shall
be entitled to all condemnation proceeds relating to the real and personal property owned by it, and shall be
entitled at its option to commence, appear in, and prosecute in its own name any action or proceedings related to
same. If the RNG Production Facilities or any part thereof sufficient to substantially interfere with the business
for which the RNG Production Facilities are used, shall be condemned, appropriated, or otherwise taken, or access
to the RNG Production Facilities be impaired by right of eminent domain, Developer shall have the right to
terminate this Agreement on thirty (30) days written notice to City provided that the election to terminate shall
be made within ninety (90) days after the extent of the taking is known to Developer. In the event of a total
condemnation of the Landfill, or in the event of a partial condemnation whereby the Landfill is no longer
producing commercial quantities of Landfill Gas, City shall have the right to terminate this Agreement on thirty
(30) days written notice to Developer provided that the election to terminate shall be made within ninety (90)
days after the extent of the taking is known to City.
ARTICLE XVI
DEFAULT; TERMINATION FOR CAUSE; REMEDIES
16.1 Default by City. Any one of the following events or conditions shall constitute an "City Event of
Default' under this Agreement:
(a) Should City commit a material breach of this Agreement.
(b) Should City fail to perform its obligations under this Agreement due to a Force Majeure
Event which lasts longer than twenty-four (24) consecutive months, or for sixty (60) months in the aggregate
during the Term.
(c) Any material breach of any representation or warranty in this Agreement made by City.
(d) Should City fail to continue to operate the Landfill as a municipal solid waste disposal site
on a daily basis for any reason, including a Force Majeure Event, or otherwise shut down, cease, change, or
suspend operations at the Landfill for any period in excess of one hundred and eighty (180) continuous days or
one hundred and eighty (180) days in the aggregate during any twelve (12) month period. For the avoidance of
doubt, this section does not apply to the Landfill after it exhausts its useful life.
(e) Should City become insolvent or bankrupt, should any involuntary proceeding be initiated
against City under the bankruptcy or insolvency Laws, which involuntary proceeding remains un-dismissed for a
period of sixty (60) consecutive days, or in the event of the initiation by City of a voluntary proceeding under the
bankruptcy code or insolvency Laws.
(f) Subject to the terms of Exhibit C, City fails to obtain, maintain, or produce proof of such
insurance, and on such terms, as set forth in Exhibit C.
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(g) City elects to shut down or otherwise permanently cease or suspend operations at the
Landfill before the useful life of the Landfill has been reached.
(h) Developer shall notify City in writing in the event of a City Event of Default (a "Default
Notice"). Unless otherwise set forth above, City shall have ninety (90) days after receipt of such notice in which
to cure such City Event of Default, except with respect to an City Event of Default under Section 16.1(e), for
which there will be no cure period except as expressly set forth therein. Following any such cure period, each
such uncured event shall be an City Event of Default, and Developer shall have the right to terminate this
Agreement upon written notice to City in respect of such City Event of Default; provided, however, that if such
cure requires more than ninety (90) days, and City promptly initiates and continues steps to cure with reasonable
diligence, then such cure period shall be extended for such necessary period to allow City sufficient time to cure
the breach, but in any event, no longer than three hundred sixty-five (365) days.
16.2 Default by Developer. Any one of the following events or conditions shall constitute an
"Developer Event of Default" under this Agreement:
(a) Failure of Developer to make any Payments due to City pursuant to ARTICLE VI when
due and such breach remains uncured for a period of thirty (30) days following written notice of the Developer
Event of Default pursuant to this Section 16.2(a),
(b) Should Developer commit a material breach of this Agreement.
(c) Should Developer fail to perform its obligations under this Agreement due to a Force
Majeure Event which lasts longer than twenty-four (24) consecutive months or sixty (60) months in the aggregate
during the Term.
(d) Any material breach of any representation or warranty in this Agreement made by
Developer.
(e) Should Developer become insolvent or bankrupt, should any involuntary proceeding be
initiated against Developer under the bankruptcy or insolvency Laws, which involuntary proceeding remains un-
dismissed for a period of sixty (60) consecutive days, or in the event of the initiation by Developer of a voluntary
proceeding under the bankruptcy code or insolvency Laws.
(f) Developer fails to obtain, maintain, or produce proof of such insurance, and on such terms,
as set forth in Exhibit B.
(g) City shall deliver to Developer a Default Notice in the event of a Developer Event of
Default. Unless otherwise set forth above, Developer shall have ninety (90) days after receipt of such notice in
which to cure such Developer Event of Default, except with respect to a Developer Event of Default under
Section 16.2(e), for which there will be no cure period except as expressly set forth therein. Following any such
cure period, each such uncured event shall be a Developer Event of Default, and City shall have the right to
terminate this Agreement upon written notice to Developer in respect of such Developer Event of Default;
provided, however, that if such cure requires more than ninety (90) days, and Developer promptly initiates and
continues steps to cure with reasonable diligence, then such cure period shall be extended for such necessary
period to allow Developer sufficient time to cure the breach, but in any event, no longer than three hundred sixty-
five (365) days.
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16.3 Remedies. In the event of an Event of Default under this Agreement, whether or not such breach
or default results in termination of this Agreement, and without limitation of the non -defaulting Party's right to
terminate this Agreement as provided in this ARTICLE XVI, the Parties shall have the right to exercise all of
their respective rights and remedies available at law or equity in respect of such breach, default, or termination.
Without limitation of the foregoing, City acknowledges that in the event of a City Event of Default, Developer
may be irreparably harmed and that monetary damages hereunder may be an insufficient remedy for such harm,
and in such event, Developer may seek any and all available equitable remedies, including injunctive relief and
specific performance, in respect of such breach or potential breach. Notwithstanding anything otherwise provided
in this Agreement, the remedies available to a Party shall be cumulative and in addition to all other rights and
remedies. In the event that Developer successfully pursues an action to enforce any remedy provided in this
Section 16.3, including, without limitation, any and all rights and remedies available at law or equity, subject to
Section 17.1, the City shall be liable to Developer for payment of all costs and expenses and are incurred by
Developer in connection with any such actions, subject to the provisions of ARTICLE X.
16.4 Effect of Termination.
(a) Upon any termination or expiration of this Agreement for any reason whatsoever,
Developer shall remove any and all RNG Production Facilities and associated appurtenances, materials, tools,
and personal property together with any and all other materials or property owned by Developer (collectively, the
"Developer's Property"). Developer shall retain all ownership, rights, and interest in the RNG Production
Facilities and Developer's Property and shall, at Developer's sole cost and expense, (i) remove from the Project
Site, within six (6) months from such expiration of the then -ending Term or termination of the Agreement, all
RNG Production Facilities and Developer's Property, (ii) seal and cap any pipeline or underground facilities and
openings for pipes or equipment installed by Developer and left at the Project Site in accordance with Good
Industry Practices and Applicable Laws, and (iii) restore the surface of the Project Site where Developer's RNG
Production Facilities were located to substantially their same condition as on the Effective Date; provided
however, Developer shall not have any duty or obligation to correct or remediate any liabilities that were in
existence prior to the Effective Date. Notwithstanding the foregoing, if this Agreement is terminated as a result
of default by City, then Developer shall have eighteen (18) months from such termination to perform the removal
and restoration obligations set forth in this Section 16.4.
ARTICLE XVII
MISCELLANEOUS TERMS AND CONDITIONS
17.1 No Sinking Fund. Article XI, Section 5 of the Texas Constitution provides that a city is prohibited
from creating a debt unless the city levies and collects a sufficient tax to pay the interest of the debt and provides
a sinking fund. The City has not and will not create a sinking fund or collect any tax to pay any obligation which
may arise under this Agreement. If, for any reason, at any time during the Term of this Agreement, the City
concludes that it has an obligation under this Agreement which requires the appropriation of funds or expenditure
of funds and there is no exemption afforded under Applicable Law, City will notify Developer in writing prior to
making any such appropriation of funds or expenditure, and the Parties will negotiate in good faith for a period
of up to sixty (60) days to attempt to resolve the matter and to prevent City from appropriating funds or making
expenditures or to seek appropriate exemption which are afforded under Applicable Law.
17.2 Notices. All notices, requests, demands and other communications under this Agreement shall be
in writing and shall be deemed to have been duly given or sent upon the date of such service if (a) served
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personally upon the Party for whom intended; (b) sent by Federal Express or other nationally recognized over-
night carrier, (c) by email (followed by Federal Express or other nationally recognized over -night carrier), or (d)
by certified mail, return receipt requested:
To Owner:
City of Fort Worth
Environmental Services Department
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: James (Jim) Keezell
E-mail: James.Keezell@fortworthtexas.gov
With a copy to
City Manager's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
and
City Attorney's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
To Developer:
Archaea Energy Operating LLC
201 Helios Way, Floor 6
Houston, Texas 77029
Attn: Vice President, Strategic Development
E-mail: whit.martin@archaea.energy
With a copy to:
Archaea Energy Operating LLC
201 Helios Way, Floor 6
Houston, Texas 77029
Attn: Legal Department
E-mail: legal@archaea. energy
or to any other addresses designated in writing by the receiving Party to the other Parry in accordance with the
provisions of this Agreement.
Any notice duly given or sent as provided above shall be deemed received:
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(i) on the date such notice was duly given if served personally upon the Party for whom intended;
(ii) upon actual receipt by the addressee if mailed by registered or certified mail, as provided herein;
(iii) upon actual receipt by the addressee if sent by Federal Express or other nationally recognized
over -night carrier; or
(iv) the date on which the e-mail which contains such notice was received.
17.3 Severabilitv. The provisions of this Agreement will be deemed severable and the invalidity or
unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof,
provided, that if any provision of this Agreement is found to be unenforceable in accordance with its terms, the
Parties agree that such provisions shall be deemed modified to the minimum extent necessary consistent with
their objectives to make such provision enforceable, and/or to delete specific words or phrases, and in its reduced
form, such provision will then be enforceable and will be enforced, and if such provision is not capable of being
so modified, it shall be deemed excised from this Agreement, and the remaining provisions of this Agreement
shall in all circumstances remain in full force and effect.
17.4 Governing Law and Jurisdiction. This Agreement, and all disputes and controversies arising out
of or relating to this Agreement or the transactions contemplated hereby, including the interpretation or validity
of its provisions, the performance or enforcement of its terms, or a breach or termination hereof, whether in
contract, tort, equity or otherwise ("Disputes"), shall be governed by and construed in accordance with the laws
of the State of Texas without giving effect to any choice of law or conflict of law rules or provisions that would
cause the application of the laws of any jurisdiction other than the State of Texas. Venue for any action
contemplated by this Section shall lie in state courts located in Tarrant County, Texas or the United States District
Court for the Northern District of Texas, Fort Worth Division.
17.5 Counterparts and Execution. This Agreement may be executed in two (2) or more counterparts,
each of which will be deemed an original, but all together will constitute one (1) and the same instrument. This
Agreement will become effective when one (1) or more counterparts have been signed by each of the Parties and
delivered to the other Party, which delivery may be made by exchange of copies of the signature page by email
transmission. For purposes of determining whether a Parry has signed this Agreement, or any document
contemplated hereby or any amendment or waiver hereof, a handwritten signature on a paper document or an
email transmission of a handwritten original signature will constitute a signature.
17.6 Amendment. No modifications, amendments or supplements to this Agreement or the defined
terms incorporated by reference into this Agreement, whether by course of conduct or otherwise, shall be valid
and binding unless set forth in a written agreement executed and delivered by each of the Parties hereto.
17.7 Headings and Captions. The article, section, exhibit and schedule headings contained in this
Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of any
of the terms or provisions of this Agreement.
17.8 Bindiniz Effect. All of the terms, agreements, covenants, representations, warranties and
conditions of this Agreement are binding upon, and insure to the benefit of and are enforceable by, the Parties
and their respective successors and permitted assigns.
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17.9 Assignment.
(a) Neither Party shall sell, assign, pledge, sublet, delegate, or otherwise directly transfer
(collectively, "Assign" or "Assignment") this Agreement, any part hereof, or any of its rights or obligations
hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld,
conditioned, or delayed.; provided that Developer may, without the need for consent by City, make an Assignment
of all or a portion of this Agreement or any rights or obligations herein to an Affiliate of Developer provided that
Developer's Affiliate executes an agreement reasonably satisfactory to each Party, whereby the assignee assumes
all of the applicable obligations of Developer hereunder. Notwithstanding this Section 17.9, either Party may,
from time to time, engage such independent contractors, contractors, or sub -contractors as are necessary or
convenient to its obligations or rights herein; provided, that no such engagement will relieve Developer of any of
its obligations hereunder. For the avoidance of doubt, a change of control of City or Developer shall not constitute
an Assignment for purposes of this Section 17.9.
(b) Nothing in this Section 17.9 shall prohibit Developer from making, and Developer is
hereby expressly permitted to make, a collateral assignment of its rights hereunder to a financial institution or
other lender providing financing for the Project, if any. Provided that Developer gives notice of any present or
future lender of Developer ("Lender"), including such parry's address, City shall provide Lender with a copy of
any notice of Developer Event of Default required to be provided to Developer pursuant to the applicable
provisions of this Agreement prior to exercising any remedy for any such default or breach hereunder. Lender
shall have the right, but not the obligation, to cure any alleged Developer Event of Default provided that Developer
has such a right.
(c) Any permitted Assignment shall not be construed to relieve the Assignor of any of its
obligations under this Agreement, nor shall any such Assignment be deemed to modify or otherwise affect any
of the rights of the non -assigning Parry hereunder, in each case without the written consent of the other Parry,
which consent shall not be unreasonably withheld, conditioned, or delayed. Any assignee shall assume and agree
in writing to perform all of the obligations of its assignor arising hereunder after the effective date of such
Assignment. Any Party making any Assignment shall promptly notify the other Party thereof and furnish such
Parry a copy of such Assignment and, upon reasonable request, proof of any assignee's agreement in writing to
the performance of all of the obligations of the assignor arising hereunder.
(d) Any attempted Assignment in violation of this Section shall be null and void ab initio.
17.10 Waivers and Consents. The terms and provisions of this Agreement maybe waived, or consent for
the departure therefrom may be granted, only by a written document executed by the Parties. If all Parties are
entitled to the benefits of the terms or provisions to be waived, such waiver may only be granted upon approval
by all Parties. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect
to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was given and shall not constitute a
continuing waiver or consent. No failure or delay by a Parry to exercise any right, power or remedy under this
Agreement, and no course of dealing among the Parties, shall operate as a waiver of any such right, power or
remedy of a Party. No single or partial exercise of any right, power or remedy under this Agreement by a Party,
nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude the
Parry from any other or further exercise thereof or the exercise of any other right, power or remedy under this
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Agreement. The election of any remedy by a Party shall not constitute a waiver of the right of the Party to pursue
other available remedies.
17.11 Entire Agreement. This Agreement, the exhibits and schedules attached hereto and thereto, and
the documents and agreements to be delivered hereunder and incorporated by reference herein, constitute the full
and entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof,
and supersede all prior understandings, agreements or representations by or among the Parties, written or oral, to
the extent they relate to the subject matter hereof or thereof the transactions contemplated herein or therein.
17.12 Third Party Beneficiaries. This Agreement is intended to be solely for the benefit of the Parties
and their successors and permitted assignees and is not intended to and shall not confer any rights or benefits on
any other third party not a signatory to this Agreement.
17.13 Further Assurances. In connection with this Agreement and the transactions contemplated hereby,
the Parties shall execute and deliver any additional documents and instruments and perform any additional acts
that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those
transactions, subject to, in the case of the City, necessary approvals from City Council. Without limiting the
generality of the foregoing, and subject to City Council approval, Developer and City hereby agree to enter into
additional agreements, and/or to amend or terminate existing agreements and arrangements between the Parties
or among the Parties and third parties, as may be necessary after the Effective Date to allow City and Developer
to structure the sale and delivery of the Recovered Landfill Gas and other Products to third -party purchasers in
compliance with all Applicable Laws; provided that all out-of-pocket costs and expenses shall be borne by
Developer in connection with actions of the City required by this Section 17.13.
17.14 No Partnership. By entering into this Agreement, neither Developer nor City are establishing any
joint venture, partnership, agency or any similar relationship or entity with one another or their respective agents
or subcontractors, and nothing contained in this Agreement shall be deemed to constitute a joint venture,
partnership or agency agreement among them for any purposes, including, but not limited to, federal income tax
purposes. Additionally, no prior, present or subsequent conduct, communication or public press release by the
Parties (nor any prior, present or subsequent conduct or communication or public press release of either Party
with any third party) shall be interpreted as creating such a relationship or expressing an intent to create such
relationship.
17.15 Press Releases. Neither Party shall issue or make, or permit any agent or Affiliate of it to issue or
make, any Press Release without the written consent of the other Party (such consent to not be unreasonably
withheld, conditioned, or delayed) unless (a) required pursuant to Applicable Law, by order of a court of
applicable jurisdiction, or by an applicable national stock exchange on which the shares of such Party or its
Affiliates are listed; or (b) a Press Release that is consistent with the type and nature of information previously
disclosed by a Party or its Affiliates; provided that such Party shall consult with and give the other Party the
opportunity to review and comment upon any such Press Release prior to the issuance thereof, regardless of
whether consent of such Persons is required for such disclosure.
17.16 Confidentialitv. The Parties acknowledge that, from time to time, they may receive information
from or regarding the other Party or the RNG Production Facilities, the Landfill, or Landfill Operator Facilities
in the nature of trade secrets or secret or proprietary information or information that is otherwise confidential, the
disclosure of which may be damaging to the other Party. Developer agrees to designate information it considers
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to be a trade secret or secret or proprietary information or other information that it deems is confidential. Each
Parry shall hold in strict confidence any such information it receives, including the terms and conditions of this
Agreement or any confidential information received hereunder (collectively, "Confidential Information"), and
may not disclose such Confidential Information to any Person, except for disclosures:
(i) necessary to comply with any Applicable Laws, applicable stock exchange or quotation
system requirements, disclosures of tax treatment or tax structure required by the Internal Revenue
Service, and such Laws necessary to generate Environmental Attributes, including, without
limitation, the RFS Regulations);
(ii) to their respective Representatives, its lenders, Affiliates and its and their respective
Representatives, with a reasonable need to know such Confidential Information; provided,
however, that such recipients have agreed in writing to be bound by the provisions of this Section
17.16 or are otherwise subject to a duty of confidentiality in favor of the disclosing parry;
(iii) of information that a Parry also has received from a source independent of the other Party
but only if such Party reasonably believes such source obtained such information without breach
of any obligation of confidentiality owed to the other Party;
(iv) of information that such Parry can reasonably demonstrate was independently developed
by such Party without reliance upon any material separately developed by or for this Agreement
and the transactions contemplated hereby; or
(v) pursuant to Section 17.16.
17.17 Compliance with the Texas Public Information Act. Developer acknowledges that City is subject
to the Texas Public Information Act, Chapter 552, Texas Government Code ("Chapter 552"). In the event that
the City receives a request to release confidential or proprietary information in accordance with the Texas Public
Information Act, the City will promptly notify the Developer and Landfill Operator of each such request and
provide a copy of each such request to Developer and Landfill Operator so that Developer and Landfill Operator
may submit comments to the Texas Attorney General as to why it believes the confidential or proprietary
information should be withheld. In the event that the Texas Attorney General directs the City to release the
information, City may disclose the information, or portion of such information, that City and the Texas Attorney
General determine is legally required pursuant to Chapter 552.
17.18 Compliance with Anti -Corruption Laws. Each Party (a) represents and warrants to the other Parry,
as of the Effective Date, that it has not made, offered or authorized and (b) covenants, for the remainder of the
Term, not to make, offer or authorize any payment, gift, promise or other advantage, in connection with the
transactions contemplated by this Agreement, whether directly or indirectly through any other Person, to or for
the use or benefit of any Public Official, or any political party or political party official or candidate for office,
where such payment, gift or promise would violate any Anti -Corruption Law. Each Party (a) further represents
and warrants to the other Parry, as of the Effective Date, that it has not made and (b) covenants, for the remainder
of the Term, not to make, any such offer, payment, gift, promise or authorization to or for the use or benefit of
any other Person where such Party knew, had a firm belief or was aware that there was a high probability that
such other Person would use such offer, payment, gift, promise or authorization in violation of the preceding
sentence
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17.19 Non -Discrimination Covenant. Developer agrees that in the performance of Developer's duties
and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by Applicable Law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY DEVELOPER, DEVELOPER
AGREES TO ASSUME LIABILITY FOR ANY LOSSES OF CITY ARISING THEREFROM.
17.20 No Bovcott or Discrimination Covenant.
(a) Developer acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, it is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those
terms in Section 2271 of the Texas Government Code. Developer hereby covenants that it (i) does not boycott
Israel; and (ii) will not boycott Israel during the Term of this Agreement.
(b) Developer acknowledges that it will comply with all provisions of Chapter 2276 of the
Texas Government Code applicable to Developer.
(c) Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or
more full-time employees unless the contract contains a written verification from the Developer that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade
association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing
this Agreement, Developer certifies that Developer's signature provides written verification to the City that
Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity
or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
17.21 No Solicitation. Neither City nor Developer will, during the Term of this Agreement, and
additionally for a period of one (1) year after its termination or expiration, solicit for employment or employ,
whether as employee or independent contractor, any individual who is or has been employed by the other Party
during the Term of this Agreement, without the prior written consent of the Parry which employed such individual.
Notwithstanding the foregoing, this provision will not apply to an employee of either Parry who responds to a
general solicitation of advertisement of employment by either Party or its Affiliates.
17.22 Expenses. Except as otherwise set forth in this Agreement, each Party shall pay its respective fees
and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such Parry) in
connection with the preparation of, or of any requests for consents or waivers under this Agreement.
[Signature Page Follows]
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IN WITNESS HEREOF, City and Developer have executed this Agreement, the
signatories below having the power and authority to bind the Parties hereunder, respectively.
City:
CITY OF FORT WORTH
By: Valerie Washington (Ju123, 202513 D5:06 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Developer:
ARCHAEA ENERGY OPERATING, LLC
Aimee DiTornrndso
By: Aimee DiTommaso (Ju(22, 202516:05 CDT)
Name: Aimee DiTommaso
Title: Vice President and Chief Commercial
Officer
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By
Name: Jim Keezell
Title: Assistant Environmental Services
Director
Approved as to Form and Legality:
By:LT—
Name: M. Kevin Anders, II
Title: Assistant City Attorney
Contract Authorization:
M&C: 24-0695
Form 1295: 2024-1194378
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
chl-f 'tl6 H tlGtrvel-
ByChristian H,,p,,(J, 123, 202508:2$:29 CDT)
Name: Christian Harper
Title: Contract Compliance Administrator
City Secretary:
By:
Name: Jannette S. Goodall
Title: City Secretary
Signature Page to Landfill Gas Rights Development Service Agreement
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EXHIBIT A
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[Reserved for legal description of Landfill upon completion thereof]
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EXHIBIT B
INSURANCE REQUIREMENTS
1.1 Reauired Insurance. Developer shall procure and maintain, or cause to be procured and
maintained, at its own cost and expense, for the Term of this Agreement, insurance as set forth
below, and Developer shall furnish certificates of insurance along with copies of policy declaration
pages and policy endorsements as evidence thereof. Notwithstanding anything to the contrary
herein, Developer may self -insure to meet the insurance requirements set forth herein.
(a) Workers Compensation Insurance as required under any workers
compensation or similar law in the jurisdiction where the Project is located and employers' liability
insurance. Employers' liability limits shall not be less than $500,000 USD each accident for bodily
injury by accident, $500,000 USD each employee for bodily injury by disease, or $500,000 USD
policy limit for bodily injury by disease.
(b) General Liabilitv Insurance an occurrence form with an available limit of
not less than $2,000,000 USD each occurrence and $5,000,000 USD in the aggregate. The policy
must cover liability arising from premises, operations, independent contractors, damage to
property, products -completed operations, personal injury and advertising injury and liability
assumed under an insured contract (including the tort liability of another assumed in a business
contract).
(c) Automobile Liabilitv Insurance on an occurrence form with an available
limit of not less than $1,000,000 USD combined single limit. Such insurance shall cover liability
arising out of any auto (including owned, hired, leased, and non -owned autos) used by Developer,
its employees, agents, or its Representatives in the course of performance hereunder.
(d) Environmental Impairment Liability/Pollution Liabilitv Insurance
including coverage for sudden/accidental occurrences for bodily injury, property damage,
environmental damage, cleanup costs and defense with available limits of at least $1,000,000 USD
per occurrence. Such coverage must be included in policies listed herein above or such insurance
shall be provided under separate policies. Liability for damage occurring while loading, unloading
and transporting materials under this Agreement shall be included under the Automobile Liability
insurance or other policy(s).
(e) Excess/Umbrella Liabilitv Insurance on an occurrence form excess of
employers' liability, general liability and automobile liability with an available limit of at least
$5,000,000 USD per occurrence and in the aggregate. The scope of coverage must be as broad or
broader than the underlying coverages.
1.2 Policv Requirements. Except in respect of the workers compensation insurance described
in 1.1(a) of this Exhibit B, the insurance required to be procured and maintained by Developer
shall:
(a) Except for workers' compensation and employee liability, include the City,
its Affiliates, officers, directors, employees, agents and assigns as an additional insured.
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(b) Coverage shall be on a Primary Non -Contributory basis with respect to any
other insurance or self-insurance programs afforded to the City.
(c) Not contain any Cross -Liability Exclusion Endorsements.
1.3 Waiver of Subrogation. All insurance required to be procured and maintained by
Developer shall waive and shall require its insurers to waive all rights of subrogation against City
and its Affiliates, agents, officers, directors, and employees.
1.4 Evidence of Insurance. Upon execution of this Agreement and request by City, Developer
shall furnish a certificate(s) of insurance, executed by a duly authorized representative of each
insurer, showing compliance with the insurance requirements set forth herein.
1.5 Notice of Cancellation. Developer shall provide no less than thirty (30) days' notice of
cancellation or reduction in limits of coverage to City, as commercially available. Ten (10) days'
notice will be acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies
to the Fort Worth City Attorney at the same address.
1.6 Minimum Requirements. The insurers for all policies must be licensed and/or approved
to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and
solvency to the satisfaction of City. If the rating is below that required, written approval of City
is required.
1.7 No Waiver. Any failure on the part of City to request required insurance documentation
will not constitute a waiver of the insurance requirement.
1.8 Primary and Excess Insurance. Developer may satisfy these requirements in this Exhibit
B with any combination of primary and excess insurance.
CONFIDENTIAL
EXHIBIT C
CITY INSURANCE REQUIREMENTS
Execution Copy
1.1 Required Insurance. City agrees, and Developer acknowledges, that it is self -
insured for the items described in this Exhibit C. If the City is no longer self -insured for the items
described in this Exhibit C, City shall procure and maintain, or cause to be procured and
maintained, at its own cost and expense, for the Term of this Agreement, insurance as set forth
below, and City shall furnish certificates of insurance along with copies of policy declaration pages
and policy endorsements as evidence thereof.
(a) Workers Compensation Insurance as required under any workers
compensation or similar law in the jurisdiction where the Project is located and employers'
liability insurance. Employers' liability limits shall not be less than $500,000 USD each accident
for bodily injury by accident, $500,000 USD each employee for bodily injury by disease, or
$500,000 USD policy limit for bodily injury by disease.
(b) General Liability Insurance an occurrence form with an available limit of
not less than $2,000,000 USD each occurrence and $5,000,000 USD in the aggregate. The policy
must cover liability arising from premises, operations, independent contractors, damage to
property, products -completed operations, personal injury and advertising injury and liability
assumed under an insured contract (including the tort liability of another assumed in a business
contract).
(c) Automobile Liability Insurance on an occurrence form with an available
limit of not less than $1,000,000 USD combined single limit. Such insurance shall cover liability
arising out of any auto (including owned, hired, leased, and non -owned autos) used by City, its
employees, agents, or its Representatives in the course of performance hereunder.
(d) Environmental Impairment Liability/Pollution Liability Insurance
including coverage for sudden/accidental occurrences for bodily injury, property damage,
environmental damage, cleanup costs and defense with available limits of at least $1,000,000
USD per occurrence. Such coverage must be included in policies listed herein above or such
insurance shall be provided under separate policies. Liability for damage occurring while
loading, unloading and transporting materials under this Agreement shall be included under the
Automobile Liability insurance or other policy(s).
(e) Excess/Umbrella Liability Insurance on an occurrence form excess of
employers' liability, general liability and automobile liability with an available limit of at least
$5,000,000 USD per occurrence and in the aggregate. The scope of coverage must be as broad or
broader than the underlying coverages.
1.2 Policv Requirements. Except in respect of the workers compensation insurance
described in 1.1(a) of this Exhibit C, the insurance required to be procured and maintained by
City shall:
(a) Apply as primary insurance with respect to any other insurance or self-
insurance programs afforded to the City.
CONFIDENTIAL
Execution Copy
(b) Not contain any Cross -Liability Exclusion Endorsements.
1.3 Waiver of Subrogation. All insurance required to be procured and maintained by
City shall waive and shall require its insurers to waive all rights of subrogation against
Developer and its Affiliates, agents, officers, directors, and employees.
1.4 Evidence of Insurance. Upon execution of this Agreement and request by
Developer, City shall furnish a certificate(s) of insurance, executed by a duly authorized
representative of each insurer, showing compliance with the insurance requirements set forth
herein.
1.5 Notice of Cancellation. City shall provide no less than thirty (30) days' notice of
cancellation or reduction in limits of coverage to Developer, as commercially available. Ten (10)
days' notice will be acceptable in the event of non-payment of premium.
1.6 Minimum Requirements. The insurers for all policies must be licensed and/or approved
to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and
solvency to the satisfaction of Developer. If the rating is below that required, written approval of
City is required.
1.7 No Waiver. Any failure on the part of Developer to request required insurance
documentation will not constitute a waiver of the insurance requirement.
CONFIDENTIAL
EXHIBIT D
Project Site Sublease
(see attached
D-1
City Secretary Contract Number 28336-SL1 Execution Copy
SITE SUBLEASE AGREEMENT
Southeast Landfill (the "Landfill")
THIS SITE SUBLEASE AGREEMENT (this "Sublease") is entered into this 24th day
of July, 2025, between ALLIED WASTE SYSTEMS, INC., a Delaware corporation
("Sublessor"), and ARCHAEA ENERGY OPERATING LLC, a Delaware limited liability
company ("Sublessee"). Except as otherwise expressly set forth in this Sublease, capitalized terms
not otherwise defined herein shall have the meaning given those terms in the LFG Agreement (as
defined below) as the same shall apply to the RNG Production Facility at the Site (as defined
below).
RECITALS
WHEREAS, the City of Fort Worth, Texas, a home rule municipal corporation of the
state of Texas ("Lessor") and Sublessor entered into that certain Agreement to Lease and Operate
Southeast Landfill, known as City Secretary Contract No. 28336 (the "Original Agreement"),
dated as of January 28, 2003, for the lease of the Lessor's property located at 6288 Salt Road, Fort
Worth, Texas, 76410 and known as the Southeast Landfill (the "Landfill"), pursuant to the terms
of that certain RFP 02-0087 (the "RFP"), issued by the Lessor; and
WHEREAS, Lessor and Sublessor entered into that certain First Amendment to the
Original Agreement known as City Secretary Contract No. 32407 (the "First Amendment"), on or
about September 25, 2005; and
WHEREAS, Lessor and Sublessor entered into a Second Amendment to the Original
Agreement known as City Secretary Contract No. 28336-A2, entered into on or about December
28, 2009 (the "Second Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Third Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A3, entered into as of September
27, 2013 (the "Third Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Fourth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A4, entered into on or about
April 29, 2019 (the "Fourth Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Fifth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A5, last executed by the Lessor
on the date of May 1, 2023 (the "Fifth Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Sixth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A6, entered into as of
Julv 24 , 2025 (the "Sixth Amendment" and together with the Original Agreement, the
First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and
the Fifth Amendment, the "Lease"); and
WHEREAS, Lessor and Sublessor entered into that certain Mutual Agreement Regarding
Beneficial Use of Landfill Gas, entered into as of July 24 , 2025 (the `Beneficial Use
Agreement"), which sets forth the Lessor's and Sublessor's mutual agreement to the landfill gas
development project to be developed at the Landfill pursuant to the LFG Agreement (defined
below); and
WHEREAS, a copy of the Lease has been provided to Sublessee prior to the date of this
Sublease; and
WHEREAS, pursuant to Section 2.08 of the Lease, Lessor and Sublessee are parties to
that certain Landfill Gas Rights Development Service Agreement dated July 24 , 2025
(the "LFG Agreement"), with respect to the beneficial use and commercial exploitation of the
landfill gas generated and collected from the Landfill ("Landfill Gas"); and
WHEREAS, Sublessee desires to sublease a portion of the Landfill from Sublessor
generally described in Schedule A attached hereto and incorporated herein (the "Site"), and
Sublessor desires to sublease the Site to Sublessee, on the terms and provisions set forth herein;
and
WHEREAS, the parties acknowledge that Lessor's consent to this Sublease is required by
the Lease, and the effectiveness of this Sublease is conditioned upon the receipt of such consent
by Lessor simultaneously with the execution of this Sublease in a form acceptable to Sublessor in
its sole discretion (the "Lessor Consent"). Accordingly, Lessor shall, concurrently with the
execution of this Sublease, j oin the Sublease for the sole purposes of providing the Lessor Consent.
TERMS AND CONDITIONS
NOW, THEREFORE, for valuable consideration, the parties agree as follows:
I. Pronertv Description: Sublease; Relocation and Survev.
(a) In consideration of the rent and covenants herein stipulated to be paid and
performed by Sublessee, Sublessee's execution of the LFG Agreement, and subject to the receipt
by Sublessor of the Lessor Consent, Sublessor does hereby grant, demise, and sublease unto
Sublessee the Site solely for the Permitted Use (defined below), including, without limitation,
designing, constructing, owning, and operating the RNG Production Facility on the Site
("Sublessee's Facilities"), together with the non-exclusive right to use such roadways leased by
Sublessor under the Lease which are reasonably necessary to access the Site. The Site is subleased
to Sublessee in "as -is, where -is" condition, and Sublessee accepts the Site in its current condition.
Sublessor shall have no obligation to make any improvements to the Site before or during the Term
of this Sublease.
(b) This Sublease and Sublessor and Sublessee's rights and obligations pursuant
to this Sublease are subject and subordinate at all times to the Lease and to all of the covenants
and agreements of the Lease. Sublessee agrees not to do, permit or tolerate anything to be done
on the Site or in connection with Sublessee's use or occupancy of the Site which would violate any
P)
covenant or agreement set forth in the Lease or would cause Sublessor to be in default under the
Lease. Sublessee expressly agrees that, if Sublessor's tenancy, control, or right to possession of
the Site shall terminate by expiration, forfeiture, cancellation, surrender, foreclosure, or by virtue
of any other agreement or in any other manner, then this Sublease shall thereupon terminate. As
a material consideration hereof, Sublessee does hereby waive and release Sublessor and its
Affiliates from any and all claims for damages or otherwise which Sublessee may have, claim, or
acquire by reason or as a result of any termination of this Sublease caused by reasons beyond
Sublessor's reasonable control. Sublessee further agrees that Sublessee shall, at any time and from
time to time, upon demand, execute, acknowledge, and deliver such further reasonable instrument
or instruments as shall be desired to more conveniently and certainly evidence the subordination
hereinabove provided. Notwithstanding anything to the contrary set forth herein, in no event shall
Sublessee have any rights of Sublessor under the Lease, it being expressly agreed to by Sublessor
and Sublessee that this Sublease shall be separate, distinct and independent of the any rights of
Sublessor under the Lease.
(c) Notwithstanding anything in this Sublease to the contrary, Sublessee
understands and agrees that Sublessor's primary interest and obligation is the safe and efficient
operation of the Landfill, in compliance with Applicable Laws (such term as used in this Sublease
shall have the meaning set forth in the Lease) and permit conditions, and that any obligations of
Sublessor to Sublessee hereunder shall remain secondary to the operation, management, permits,
and/or compliance with Applicable Laws of or relating to the Landfill, and the collection and
disposal of waste at the Landfill (including the decision regarding waste acceptance and disposal).
For purposes of this Section 1(c), the operation of the Landfill shall be deemed to include, without
limitation, the operations of any affiliate of Sublessor and any third party (or any affiliated or
successor entity engaged in similar or related activities) at the Landfill. Notwithstanding anything
in this Agreement to the contrary, Sublessee's rights and interests under this Sublease, shall not
interfere with Sublessor's compliance with any permits, licenses, approvals or authorizations,
Applicable Laws related to any of the Landfill, or with the lawful and safe operation of any of the
Landfill, including, without limitation, the design, division, construction, operation, expansion
(vertical or horizontal), maintenance, and monitoring of any of the collection systems and/or the
Landfill, or the closure, and post -closure of the Landfill. Notwithstanding anything in this
Sublease to the contrary, Sublessor shall be free at all times to take any action Sublessor deems
necessary or desirable in accordance with the Lease and industry standard and prudent operating
practices, in Sublessor's sole and absolute judgment, in connection with any of the Landfill,
including, without limitation, any action required to comply with any Applicable Law, mitigate or
eliminate any thermal reaction within any of the Landfill or to respond to community concerns,
without regard to the effect of such action on the quantity or quality of Landfill Gas extracted from
the Landfill. Sublessor may operate its blowers and flares independent of Sublessee, if Sublessor
deems it necessary. Subject to this Section 1(c), Sublessor and Sublessee will work together in
good faith to attempt to minimize adverse impacts to the collection of Landfill Gas with respect to
flow and Sublessee's operations resulting from Sublessor's primary interest and obligation;
provided, however, that nothing in this Sublease shall (a) require Sublessor to incur costs or
expenses in taking any actions that are not required to be taken by Sublessor in this Sublease with
respect to compliance with Applicable Laws and permits relating to the Landfill and Sublessor's
operations (without taking into account Sublessee's activities for purposes of making the foregoing
determination), or (b) alter the types or quantities of waste received of and disposed of at the
3
Landfill (including ceasing or reducing disposal of waste which does not generate any or sufficient
Landfill Gas or inhibits the generation of Landfill Gas or changes the chemical composition or
attributes of the Landfill Gas). Notwithstanding anything to the contrary set forth in this Sublease,
(i) in the event of any action or event which (A) in the reasonable judgment of Sublessor may
create a health or safety emergency at the Landfill or the RNG Production Facility or (B) in the
reasonable judgment of Sublessor may cause damage to the Landfill or the RNG Production
Facility (including any equipment), or (ii) if the delivery of Landfill Gas to Sublessee pursuant to
the terms of the LFG Agreement may, in the reasonable judgment of Sublessor, result in non-
compliance with any Applicable Law, then Sublessor may, in addition to any other remedy it may
have under this Sublease, cease delivery of Landfill Gas to Sublessee, as applicable, during the
existence of any of the foregoing circumstances or conditions, and the suspension of the delivery
of Landfill Gas pursuant to the terms of this sentence shall not be a breach of this Sublease and
shall not give rise to any liabilities or obligations of Lessor or Sublessor to Sublessee under this
Sublease or otherwise, including, without limitation, consequential or special damages; provided
that in such circumstances, Sublessee shall be relieved from its corresponding duties hereunder
related to the receipt and processing of Landfill Gas at the RNG Production Facility.
(d) The parties agree that Sublessee shall, at Sublessee's sole cost and expense,
commission an ALTA survey (the "Survey") of the Site within one hundred and twenty (120) days
of the Commercial Operations Date applicable to the RNG Production Facility at the Site. The
Survey shall be acceptable to Lessor, Sublessee, and Sublessor, and certified to each Lessor,
Sublessor and Sublessee, and such other parties as Lessor, Sublessor and Sublessee shall designate.
Sublessor shall reasonably cooperate with Sublessee in obtaining the Survey and shall provide the
most recent boundary survey and title insurance policy to the extent the same exists and is
available. Upon completion of the Survey, Sublessee shall deliver a copy to Lessor and Sublessor,
and upon written approval of same by Sublessor, the metes and bounds legal description of the
Site set forth therein shall replace and supersede the description of the Site set forth on Schedule
A.
(e) To the extent permitted by the Lease, either party may file for record with the
recorder of the county in which the Landfill is located a recordable notice or memorandum of this
Sublease; provided that the form of notice or memorandum has been approved by Sublessor in
advance and in writing, which approval may not be unreasonably withheld. If Sublessee does not
record a termination or cancellation of any notice or memorandum of this Sublease within thirty
(30) days following the termination or expiration of this Sublease, Sublessor is hereby authorized
to do so as Sublessee's attorney -in -fact. If Sublessee's Facilities are relocated during the term
hereof, the parties shall record a revised memorandum that identifies the new location of the Site
and any related easements; provided that the form of notice or memorandum has been approved
by Sublessor in advance and in writing, which approval may not be unreasonably withheld.
2. Term. Subject to and conditioned upon the receipt of the Lessor Consent, the term of
this Sublease ("Term") shall commence on the date first set forth above and, unless earlier terminated
as provided herein, shall continue and remain in effect until the earlier to occur of (a) the expiration
or earlier termination of the Lease, or (b) the expiration or earlier termination of the LFG Agreement.
Notwithstanding anything to the contrary set forth in this Sublease, in the event Sublessee does
not have the right to purchase the Landfill Gas from the Landfill pursuant to the LFG Agreement
4
or develop or operate the RNG Production Facility pursuant to the LFG Agreement at the Site, this
Sublease shall automatically terminate as of the date thereof. Sublessee shall surrender the Site at
the expiration or termination of this Sublease in the condition set forth in Section 5(d) below. For
avoidance of doubt, Sublessee shall not surrender the Site if Sublessee and Lessor have entered
into a lease which permits Sublessee to remain on the Site pursuant to the provisions of such lease,
and Sublessor is released in writing by the Lessor of any obligation to surrender and return the Site
to Lessor pursuant to the Lease.
3. Warranty of Title and Quiet Eniovment. Sublessor warrants that Sublessor has a
valid leasehold interest in the Site, and that subject to the receipt of the Lessor Consent, Sublessor
has all right and authority to make and perform this Sublease. Sublessor covenants that subject to
the receipt of the Lessor Consent, Sublessee and except for the rights of Lessor under the Lease,
so long as Sublessee observes and keeps the covenants of this Sublease on its part to be kept and
complies with the LFG Agreement, and so long as the LFG Agreement is in effect and subject to
the terms and conditions of the LFG Agreement, shall lawfully, peaceably and exclusively hold,
occupy and enjoy the Site during the term hereof, free from any interference caused by parties
claiming an interest by, through or under Sublessor.
4. Rent. Sublessor acknowledges payment in advance of rent for the term of this
Sublease, including any extensions thereof, in the sum of Ten Dollars ($10.00).
5. Use, Improvements and Equipment; Obligations in Respect of Proiect.
(a) The Site may be used by Sublessee solely for those purposes consistent with
the LFG Agreement and this Sublease (the "Permitted Use"). Pursuant to the LFG Agreement and
this Sublease, Sublessee shall, or shall cause a third party to, design, construct, and operate
Sublessee's Facilities on the Site, at its sole cost and expense. In connection therewith, and in
accordance with the LFG Agreement, Sublessee has the right, at its sole cost, to do all work
necessary to prepare, maintain and alter the Site for Sublessee's business operations, and Sublessee
shall provide Sublessor with at least ten (10) business days advance notice of any construction on
the Site, including the names of contractors and subcontractors involved in such construction.
(b) Subject to the terms, conditions and limitations contained in this Sublease,
the Lease, the Beneficial Use Agreement and the LFG Agreement, and for the consideration of
Royalty Payments paid to Sublessor, Sublessor shall deliver at the Delivery Point to Sublessee all
Landfill Gas collected by the Collection System from and after the Pre -Commercial Operations
Date of the RNG Production Facility; provided, however, that Sublessee may reject Landfill Gas
delivered to the Delivery Point, if Sublessee determines, in its sole discretion, that such Landfill
Gas is reasonably likely to (i) materially damage any part of the RNG Production Facilities, or (ii)
create a health or safety emergency at any RNG Production Facility; provided, further, Sublessee
shall have no obligation to receive and, Sublessor shall have no obligation to so deliver, Landfill
Gas to the extent that (1) the RNG Production Facility cannot process all of the Landfill Gas, (2)
Landfill Gas cannot be delivered to the Delivery Point due to Force Majeure, (3) delivery of
Landfill Gas to the Delivery Point is inconsistent with Sublessor's priority of operations at the
Landfill as described herein, or (4) any such Landfill Gas is necessary for Flare Turndown
Requirements (if Sublessee does not provide Sublessor with conventional natural gas necessary to
M
satisfy the Flare Turndown Requirements). In the event Sublessee determines that the
circumstances described in the foregoing sub -clauses (i) and/or (ii) are reasonably likely to occur,
Sublessee shall notify Lessor and Sublessor of such determination and Sublessor shall flare or
otherwise reduce or destroy or use for other than beneficial and economic purposes any Recovered
Landfill Gas (to the extent such Recovered Landfill Gas is in the possession of Sublessor) in
accordance with Applicable Law during the existence of any of the foregoing circumstances or
conditions.
(c) Subject to the terms of the LFG Agreement, Sublessee shall retain title to,
and shall be entitled to the economic benefits of, all Tax Benefits associated with the Recovered
Landfill Gas, the Project and any RNG Production Facility; provided that the foregoing shall not
grant Sublessee any rights to any tax, emission, or other credits, certificates, or similar benefits
related to the collection, transportation, delivery, management or control of Landfill Gas prior to
the delivery of Landfill Gas to the Delivery Point.
(d) Nothing herein shall be deemed to make Sublessee responsible for the
control and containment of Landfill Gas at the Landfill prior to delivery of such at the Delivery
Point, whether related to subsurface migration or surface emission, including the legal
responsibility arising under applicable Environmental Laws. Sublessor shall be responsible for the
permitting, installation, operation and maintenance of air pollution control devices associated with
the Landfill upstream of the Delivery Point required by any Permit, including the Landfill's Title
V Permit; and Sublessee shall, at its sole cost and expense, be responsible for the permitting,
installation, operation and maintenance of all air pollution control devices associated with all
Landfill Gas processing equipment required by any permit, including the Title V Permit, in
connection with the Project and the transactions contemplated by the LFG Agreement, including,
as applicable, gas compression, cooling, dehydration systems, hydrogen sulfide and volatile
organic compounds (VOCs) removal systems, carbon dioxide removal systems, nitrogen/oxygen
removal systems, thermal oxidizer and off -specification flare systems (emissions control
equipment), and gas compression systems. Both parties agree that they will not voluntarily take
the position that the activities of the Sublessor and Sublessee at the Landfill should be treated as a
combined or single source for purposes of air permitting or air emission. To the extent any
Governmental Authority, pursuant to its application or interpretation of any Environmental Laws,
or otherwise, does not assert or is not successful in asserting the position that activities of Sublessor
and Sublessee at the Landfill will be treated as a combined or single source for purposes of air
permitting or air emission, Sublessee and Sublessor shall each comply with their respective
obligations under their respective Title V Permits.
(e) Sublessor shall comply with the terms of the Beneficial Use Agreement
applicable to Sublessor, including, without limitation, Section 7(b), (c), (d), and (e) and Section 8
of the Beneficial Use Agreement.
(f) Sublessee shall comply with the terms of the LFG Agreement applicable to
Sublessee.
(g) Following the effective date of the LFG Agreement, upon the written request
of Sublessor or Sublessee to the other, Sublessor and Sublessee shall confer with respect to
potential physical improvements to the Collection System in an effort to attempt to optimize the
Collection System for the benefit of the RNG Production Facilities while maintaining Sublessor's
priority of operations at the Landfill as described herein and Sublessor's compliance with the terms
of the Lease. In the event that Lessor, Sublessor and Sublessee each agree that any improvements
to the Collection System, or management thereof, should be implemented, Lessor, Sublessor and
Sublessee agree to use commercially reasonable efforts to negotiate, execute and deliver a separate
written agreement with respect thereto upon the terms and conditions satisfactory to each of the
parties thereto and requiring City Council approval; provided, however, Sublessor shall not be
responsible for incurring any new, or increased, costs and expenses with respect to any such
improvements unless otherwise agreed in writing by Lessor, Sublessor and Sublessee following
the date of this Sublease.
(h) Throughout the Term, Sublessor shall not require Sublessee to remove or
relocate any part of the RNG Production Facilities except to the extent reasonably necessary for
the operation, management, and maintenance of the Landfill, Landfill Operator Facilities, or City
Facilities; provided that if Sublessee is required to remove or relocate any portion of the RNG
Production Facilities pursuant to this Section 5(h), Sublessor shall give eighteen (18) months' prior
written notice to Sublessee to relocate the RNG Production Facilities.
(i) Subject to any terms of the Lease, LFG Agreement or the Beneficial Use
Agreement to the contrary, Sublessor shall maintain and operate the Collection System at the
Sublessor's own expense in conformity with Applicable Laws; provided, however, that such
obligation to maintain and operate the Collection System shall be limited to obligations relating to
Sublessor's compliance with Applicable Laws.
0) Upon reasonable written request from Sublessee, Sublessor shall within
twenty (20) days of its receipt of such request provide to Sublessee information related to the
quality and quantity of the Landfill Gas and the quantity and types of the waste disposed of at the
Landfill, in each case only to the extent required to be reported to any Governmental Entity and,
in such case, only a copy of what was provided to such Governmental Authority shall be provided
to Sublessee.
(k) In no way limiting the foregoing, and in addition to any other requirements
set forth herein or in the LFG Agreement, Sublessee shall be responsible for the design,
construction, and operation of Sublessee's Facilities in accordance with the plans and
specifications prepared by Sublessee and approved by Lessor and Sublessor, such approval not to
be unreasonably withheld, conditioned or delayed. Information to be provided to Lessor and
Sublessor in connection with the design, construction and operation of Sublessee's Facilities shall
include, without limitation, a site plan showing the plant layout, the location and nature of
perimeter fencing, signage, and landscaping around Sublessee's Facilities, the location of the
switch gear, the location of the gas pipeline from the Delivery Point to Sublessee's Facilities, and
the location of any interconnection and/or transmission equipment, and such other information as
may be reasonably requested by Lessor or Sublessor. Sublessee shall be responsible, at its sole
cost and expense, for obtaining all necessary governmental permits, licenses and approvals and
any other necessary consents and approvals of any other third parties required for the design,
construction, installation, operation, and maintenance of Sublessee's Facilities.
7
(1) Sublessor shall have no liability or obligation to make any alterations or
improvements to the Landfill in connection with any permits, licenses, consents or approvals to be
obtained by Sublessee. Further, Sublessee shall not have any authority to bind Lessor, Sublessor
or the Landfill to any improvements or alterations without Lessor's or Sublessor's prior written
consent, which may be withheld in Lessor's or Sublessor's sole discretion. In the event any
permits, licenses, consents or approvals to be obtained by Sublessee in connection with the design,
construction, installation, operation and maintenance of Sublessee's Facilities may require any
alterations or improvements to the Landfill, Sublessee shall provide prior written notice to Lessor
and Sublessor, obtain Lessor's and Sublessor's prior written consent, and permit Lessor and
Sublessor to review and comment on any request for alterations or improvements. In the event
that Lessor and Sublessor consent in writing to any alterations or improvements, such consent not
to be unreasonably withheld, condition or delayed, Sublessee shall be solely responsible for all
costs and expenses for such alterations or improvements, as well as the reasonable cost of any
additional alterations or improvements required by Lessor or Sublessor. Sublessee shall be solely
responsible to ensure that Sublessee's Facilities and activities at the Site do not present any undue
risk of an explosion or other hazard at the Site or surrounding property; comply with all Applicable
Laws relating to the Site and Sublessee's Facilities and operations including, but not limited to, all
Environmental Laws (defined below) and applicable permits and Sublessee shall seek any and all
required governmental approvals in connection with its use and operation of the Site. After
construction of Sublessee's Facilities, Sublessee shall not make nor suffer to be made any
structural or external alterations or additions to the Site or Sublessee's Facilities, without Lessor's
and Sublessor's prior written consent, which consent will not be unreasonably withheld, other than
the installation of the improvements and other works that Sublessee is specifically authorized to
carry out on the Site pursuant to this Sublease or the LFG Agreement. All other alterations or
additions shall require Lessor's and Sublessor's prior written consent, each at its sole discretion.
Whenever Lessor's or Sublessor's approval or consent is required under this Section 50), within
thirty (30) days after Sublessee's request therefor, Lessor and Sublessor shall notify Sublessee of
Lessor's or Sublessor's approval or disapproval thereof, as the case may be, and the reasons why,
if any, that such request is not approved, whether Lessor or Sublessor require additional
information in order to complete their review, or Lessor's or Sublessor's need for additional time
to review the request and the reasons therefor. If Lessor or Sublessor fails to timely notify
Sublessee as set forth in the preceding sentence, and such failure continues for five (5) business
days after a second notice to Lessor and Sublessor, then Lessor or Sublessor shall be deemed to
have approved or consented to such request.
(m) At all times during the term of this Sublease, Sublessee will keep and
maintain, or cause to be kept and maintained, Sublessee's Facilities and all such improvements,
fittings and fixtures as Sublessee may erect on the Site in good repair and working condition having
regard to their nature and Permitted Use.
(n) Upon the expiration or earlier termination of this Sublease, unless Lessor
and Sublessee enter into a new lease for the Site, Sublessee shall remove the Sublessee's Facilities
from the Site and restore the Site and any portion of the Site or the Landfill subject to easements
or rights of way or otherwise utilized by Sublessee in connection with the Sublessee's Facilities,
as required by the Lease and the LFG Agreement; provided that Sublessee may leave in place any
8
underground piping and any other underground components of Sublessee's Facilities (including,
without limitation, property belonging to or installed by or on behalf of any utility provider
providing utility services to the Site) if Sublessee has received the written approval by Sublessor
and Lessor, at the time of approval of the plans and specifications for the RNG Production Facility
by Sublessor and Lessor to leave such items in place, and leaving such in place will not impede, or
increase the cost of, Sublessor's intended operation or development of the areas which include
such underground piping or underground components from and after the expiration or earlier
termination of this Sublease, and further provided that the same is abandoned in a safe manner and
in compliance with Applicable Law. In the event leaving such items in place will impede or
increase the cost of Sublessor's intended operation or development of the areas which include the
underground piping or underground components, Sublessor shall provide written notice to Lessee
within thirty (30) days following the expiration or earlier termination of this Sublease
("Sublessor's Removal Notice"), whereupon Sublessee shall have a period of five (5) years from
the date of expiration or earlier termination of this Sublease to remove such underground piping or
underground components, unless Sublessor advises Sublessee in Sublessor's Removal Notice that
it requires the earlier removal of same, in which case such items shall be removed on or before the
date set forth by Sublessor in Sublessor's Removal Notice (but in no event earlier than one hundred
eighty (180) days from the expiration or earlier termination of this Sublease). Any part of
Sublessee's Facilities that has not been removed prior to the date that is one hundred eighty (180)
days after the expiration or earlier termination of this Sublease, or as set forth above (the "Removal
Period") shall, at Sublessor's option, be deemed to have been abandoned, and title to such items
shall, at Sublessor's option, vest in Sublessor at the end of the Removal Period, without any
payment or other consideration given by Sublessor. Alternatively, Sublessor may require
Sublessee to remove all or any part of the remaining portion of Sublessee's Facilities at Sublessee's
expense and, if Sublessee fails to remove such items at Sublessor's request, Sublessor may remove
them at Sublessee's expense. For the avoidance of doubt, this Section 5(n) shall survive expiration
or termination of this Sublease.
(o) Sublessor and Sublessee intend and agree that, subject to the terms and
conditions of this Sublease, Sublessee's Facilities shall be and remain the property of Sublessee,
and shall at no time become a fixture with respect to the Site. Title to all of Sublessee's Facilities
situated or erected on the Site, as hereinabove allowed, and any alteration, change or addition
thereto, shall remain solely in Sublessee. Except as specifically provided in this Sublease, any
equipment and/or personal property that Sublessor furnishes to Sublessee under this Sublease shall
remain Sublessor's property.
(p) In addition to the rights of Lessor under the Lease, Sublessor and its
employees and agents shall have the right, upon one calendar day's advance written notice and
during normal business hours, to access the Site and to review and inspect Sublessee's Facilities
and Sublessee's operations on the Site from time to time during the term of this Sublease. Such
review and approval shall create no warranties to Sublessee and shall be limited to the extent
necessary to satisfy Sublessor that, in Sublessor's reasonable business judgment, Sublessee's
Facilities and operations on the Site:
Sublease;
(i) comply with Applicable Law and the terms and conditions of this
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(ii) do not affect or interfere with Sublessor, the Landfill or Sublessor's
operations at the Landfill in a manner inconsistent with the provisions of Section 1(c) of this
Sublease;
(iii) do not emit noxious odors or other emissions that violate any
Applicable Law, or are not consistent with community standards, and
(iv) do not emit noise in violation of any Applicable Law or are not
inconsistent with community standards.
(q) Sublessor shall be responsible for providing Sublessee, its contractors,
invitees to the Site relating to Sublessee's business operations, and agents suitable road access to
the Site and Sublessee's Facilities, provided that Sublessee shall comply with Sublessor's
reasonable rules and requirements applicable to all persons that enter the Landfill as may be
noticed to Sublessee in writing from time to time, and shall cause its officers, directors, employees,
agents, contractors, and invitees to comply with such rules and requirements when crossing
Sublessor's property for ingress to or egress to and from the Site or when on Sublessor's property
for other purposes related to the transactions contemplated in this Sublease, and shall cause its
officers, directors, employees, agents, contractors, and invitees to comply with such rules and
requirements. Notwithstanding the foregoing, in the event of an Emergency Condition (defined
below), Sublessee shall have the right to access the Site with such notice as is practical given the
circumstances. Sublessor shall also be solely responsible for maintaining the access road to the
Site and Sublessee's Facilities and otherwise keeping them clear for such suitable access.
(r) Sublessee shall, if requested by Sublessor, at Sublessee's sole cost and
expense, construct and maintain a fence that encloses the perimeter of the Site of a height, size,
material, color, and type subject to the mutual agreement of the parties hereto. Such fence and the
height, size, material, color or type thereof shall not adversely affect Sublessee, Sublessee's
Facilities, or Sublessee's operations on the Site.
(s) Sublessee shall comply with Sublessor's reasonable rules and requirements
applicable to all persons that enter the Landfill as may be noticed to Sublessee in writing from time
to time, and shall cause its officers, directors, employees, agents, contractors, and invitees to
comply with such rules and requirements when crossing Sublessor's property for ingress to or
egress to and from the Site or when on Sublessor's property for other purposes related to the
transactions contemplated in this Sublease, and shall cause its officers, directors, employees,
agents, contractors, and invitees to comply with such rules and requirements.
(t) Sublessee will punctually pay, discharge and satisfy all water, gas,
telephone, electricity, and power charges and other like payments ("Utility Pavments"), charged
on or in respect of the Sublessee's Facilities or Sublessee's use of the Site, and if Sublessee defaults
in payment of such Utility Payments, Sublessor may (but shall not be required to) pay the same
and in addition to Sublessor's other rights, powers and remedies under this Sublease, may recover
the same from Sublessee. Notwithstanding anything herein to the contrary, Sublessee shall not be
responsible for any Utility Payments incurred by or on behalf of the use of any portion of the Site
10
by Sublessor or its agents, employees or contractors. At any time that any Utility Payments that
Sublessee must pay remain unpaid and uncontested later than thirty (30) days after they become
delinquent, Sublessor may give written notice to Sublessee of its default, specifying the default.
If Sublessee continues to fail to pay any Utility Payments, or to contest them in good faith within
ten (10) days after the written notice, Sublessor may pay the items specified in the notice, and
Sublessee will, on demand, reimburse Sublessor any amount paid or expended by Sublessor for
this purpose, plus interest at the rate of one and one-half percent (1.5%) above the fluctuating
prime rate of interest announced publicly by Wells Fargo Bank, N.A., or its successor entity, from
time to time as its reference rate, until Sublessee has reimbursed Sublessor in full.
(u) In the case of an Emergency Condition, Sublessor may take any action as
may be reasonably necessary to resolve or rectify any such Emergency Condition, in accordance
with good engineering practice and all Applicable Laws, without consulting with or obtaining
input from Sublessee. For purposes of this Sublease, "Emergency Condition" means a condition
or situation at the Landfill that presents an imminent or current physical threat or danger to life or
health or presents an imminent or current physical threat to property or the environment, including,
but not limited to, any condition that has or is likely to result in a material breach of a site permit
or a material breach of Applicable Laws, including, but not limited to, any Environmental Law.
For purposes of this definition, "material breach" means a breach that could result in the imposition
of any penalties, fines or other criminal or civil liabilities or obligations or the suspension or
revocation of any permit, license, or approval, or could necessitate the taking of immediate
remedial or corrective actions.
(v) To the extent permitted by the Lease, Sublessor may curtail, suspend, or cease
operation of the Landfill as an active waste disposal facility at any time, in its sole discretion.
Sublessee acknowledges and agrees that wastes delivered to the Landfill may vary materially in
quantity and substance. Sublessor may take any and all actions reasonably required by, and to the
extent necessary to comply with, the Lease and any laws, rules, regulations, permits, licenses and
other governmental requirements relating to the Landfill.
(w) Sublessee shall not allow any condition to exist on the Site that constitutes a
public or private nuisance.
6. Taxes and Assessments. Unless real estate taxes and assessments are separately
assessed against and with respect to the Site, in which case Sublessee shall be responsible for
payment of such taxes and assessments, Sublessor will promptly pay all taxes and assessments
against the Site as and when they become due, except that Sublessee shall reimburse Sublessor for
any increase in real estate taxes and assessments, and for any other taxes or assessments paid by
Sublessor that are attributable to the presence of Sublessee's Facilities on the Site or to Sublessee's
use of the Site, within thirty (30) days after written demand therefor accompanied by tax bills and
other reasonable evidence thereof. Sublessor and Sublessee agree that they will cooperate, at
Sublessee's sole cost, to request that the Site and Sublessee's Facilities be separately assessed, if
Sublessor and Sublessee each desire to cause the Site to be a separate tax parcel.
7. Destruction. If Sublessee's Facilities located on the Site are totally or substantially
damaged or destroyed by any cause during the Term of this Sublease, Sublessee shall rebuild and
11
restore Sublessee's Facilities to the extent required and consistent with the terms of the LFG
Agreement and, Sublessee may elect not to rebuild and restore the facilities by written notice to
Sublessor delivered consistent with the terms of the LFG Agreement, and in such event, this
Sublease shall automatically terminate as of the date of Sublessee's notice. Upon such termination,
neither party shall have any further rights or obligations hereunder except for those obligations
that expressly survive the expiration or earlier termination of this Sublease.
8. Permits and Approvals. Sublessee shall obtain all permits, authorizations, consents,
licenses and approvals (or modifications of any of the foregoing) required to be obtained with
respect to the activities contemplated herein and in the LFG Agreement and shall maintain such
permits and authorizations in effect at all times during the term of this Sublease. All applications,
filings or communications with third parties in connection with any of the foregoing shall be
subject to Sublessor's prior review and written approval, which shall not be unreasonably withheld.
Sublessor agrees to reasonably cooperate with Sublessee, at Sublessee's expense and utilizing such
consultants, agents, attorneys and representatives as deemed necessary by Sublessor in its sole
discretion, in making any application for and obtaining all licenses, permits, and any and all other
necessary approvals that may be required for Sublessee's intended use of the Site, provided the
same do not adversely affect Sublessor's permits, approvals, authorizations or operations at the
Landfill. Notwithstanding the foregoing, Sublessor may elect, at its sole cost and expense, to
participate in any hearings, proceedings or other procedures, and with the preparation of any
environmental impact reports or studies required in connection with any permits, authorizations or
easements related to the installation, construction or expansion of, modification or addition to, or
operation, repair or maintenance of Sublessee's Facilities. If at any time during the Term of this
Sublease, Sublessor is required to obtain or modify any of its respective permits, licenses or
approvals that it would not have been required to obtain and/or modify but for this Sublease or
Sublessee's activities or operations and Sublessor agrees in writing to do so in its sole discretion,
Sublessee shall be responsible for all costs and expenses of Sublessor with respect to their
obtaining and/or modifying such permits, licenses or approvals; provided, however, for abundance
of clarity, Sublessee shall not be required to pay or reimburse Sublessor for any costs and expenses
associated with any permits, licenses or approvals that are required for compliance with
Sublessor's operations at the Landfill and not as a result of this Sublease or Sublessee's activities
or operations. Sublessee agrees to make available to Sublessor copies of all environmental
information reports, environmental impact reports, air impact assessment studies, environmental
applications filed and other necessary available data in its possession relating to the Landfill or
Sublessee's Facilities, which materials are reasonably necessary for Sublessor to possess in
connection with this Sublease and shall be treated as Confidential Information as provided in this
Sublease.
9. Environmental.
(a) During the Term of this Sublease, Sublessee shall comply with all
Environmental Laws and Environmental Permits (as defined below) applicable to the operation or
use of the Site, will cause all other persons occupying or using the Site to comply with all such
Environmental Laws and Environmental Permits, will promptly pay prior to delinquency or cause
to be paid all costs and expenses incurred by reason of such compliance, and will obtain and renew
all Environmental Permits required for operation or use of the Site.
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(b) Sublessee shall not generate, use, treat, store, handle, release or dispose of, or
permit the generation, use treatment, storage, handling, release or disposal of Hazardous Materials
(as defined below) on the Site, or transport or permit the transportation of Hazardous Materials to
or from the Site except for the types and quantities used or stored at the Site and required in
connection with the operation and maintenance of the Site for the Permitted Use, and then only in
compliance with all applicable Environmental Laws and Environmental Permits.
(c) Sublessee will immediately advise Lessor and Sublessor in writing of any of the
following: (i) any pending or threatened (in writing) Environmental Claim (as defined below)
against Sublessee relating to the Site; and (ii) the actual or anticipated taking of any removal or
remedial action by Sublessee in response to the actual or alleged presence of any Hazardous
Material on the Site not otherwise permitted hereunder. All such notices shall describe in
reasonable detail the nature of the claim, investigation, condition, occurrence or removal or
remedial action and Sublessee's response thereto. In addition, Sublessee will provide Lessor and
Sublessor with copies of all communications regarding the Site with any government or
governmental agency relating to actual or alleged violations of Environmental Laws, all such
communications with any person relating to Environmental Claims, and such detailed reports of
any such Environmental Claim as may reasonably be requested by Lessor or Sublessor.
(d) Sublessee agrees to defend, indemnify and hold harmless Lessor, Sublessor and
any Affiliate and their directors, officers, partners, shareholders, employees, agents,
representatives, co -venturers, contractors or servants (the "Indemnitees") from and against all
obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities,
penalties, damages (including consequential and punitive damages), costs and expenses (including
attorneys' and consultants' fees and expenses) of any kind or nature whatsoever that may at any
time be incurred by, imposed on or asserted against such Indemnitees directly or indirectly based
on, or arising or resulting from (i) the actual or alleged presence of Hazardous Materials in, on or
under the Site which is caused or permitted by Sublessee or Sublessee's employees, agents,
contractors, representatives or invitees and (ii) any Environmental Claim arising from or
attributable to Sublessee's operation or use of the Site (the "Hazardous Materials Indemnified
Matters"), except in each case to the extent caused by Sublessor or any other Indemnitee.
(e) Definitions.
(i) "Hazardous Materials" means (1) petroleum or petroleum products,
natural or synthetic gas, asbestos in any form that is or could become friable, urea
formaldehyde, foam insulation, and radon gas; (2) any substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic
pollutants," "contaminants" or "pollutants," or words of similar import, under any
applicable Environmental Law; and (3) any other substance exposure which is regulated
by any governmental authority.
(ii) "Environmental Law" means any federal, state or local statute, law,
rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect
13
and in each case as amended, and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree or judgment, relating to the
environment, health, safety or Hazardous Materials, including without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42
U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901
et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.; the Clean
Water Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601
et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act, 42
U.S.C. § 300f et seq.; the Atomic Energy Act, 42 U.S.C. § 2011 et seq.; the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; and the Occupational
Safety and Health Act, 29 U.S.C. §§ 651 et seq.
(iii) "Environmental Claims" means any and all administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance
or violation, investigations, proceedings, consent orders or consent agreements relating in
any way to any Environmental Law or any Environmental Permit, including without
limitation (1) any and all Environmental Claims by governmental or regulatory authorities
for enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law and (2) any and all Environmental Claims
by any third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising from
alleged injury or threat of injury to health, safety or the environment.
(iv) "Environmental Permits" means all permits, approvals, identification
numbers, licenses and other authorizations required under any applicable Environmental
Law.
(f) The provisions of this Section 9 shall survive the expiration or sooner
termination of this Sublease.
10. Condemnation. If the Site or a part thereof sufficient to substantially interfere with
the business for which the Site is used, shall be condemned, appropriated, or otherwise taken, or
access to the Site be impaired by right of eminent domain, Sublessee shall have the right to
terminate this Sublease on thirty (30) days written notice to Sublessor provided that the election to
terminate shall be made within ninety (90) days after the extent of the taking is known to Sublessee.
As between Lessor and Sublessor, all damages and awards for condemnation of interests in the
Site and the easement areas shall as set forth in the Lease, and Sublessee shall have no claim
thereto; provided, however, that Sublessee shall be entitled, but shall not be obligated, to bring a
separate claim against the condemning entity (but not Lessor or Sublessor) for damage to
Sublessee's business and Sublessee's Facilities by reason of the condemnation (except the loss of
the subleasehold estate herein created) and for or on account of any cost or loss to which Sublessee
might be put in removing Sublessee's fixtures, leasehold improvements and equipment.
11. Default.
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(a) If Sublessee is in default with respect to any covenants, conditions,
agreements or provisions herein contained, and Sublessee fails to cure any such default within
thirty (30) days after receipt of Sublessor's written notice of the default (provided that if any such
default is capable of cure, but cannot be cured within the thirty (30)-day period with reasonable
diligence taking into consideration the nature of the circumstances, Sublessee may have additional
time to cure the default, but in no event longer than one hundred eighty (180) days, if, within the
initial thirty (30)-day period, Sublessee makes commercially reasonable efforts to commence to
cure the default and continues to pursue cure of the default diligently during the additional one
hundred eighty (180) day period), then Sublessor shall have the right to (i) terminate this Sublease
upon written notice to Sublessee, (ii) cure such default and recover the costs thereof, together with
interest at the lesser of twelve percent (12%) or the maximum legal rate permitted by applicable
law, from the Sublessee as additional rent hereunder, or (iii) pursue any other right and remedy
now or hereafter available under the laws or judicial decisions or in equity of the state in which
the Site is located. Notwithstanding the foregoing, if any breach or default by Sublessee under
this Sublease subjects Sublessor to any risk of default, loss, liabilities, legal actions, penalties,
fines, etc., with respect to the Lease or any permits or authorization relating to Sublessor's primary
activities as described in Section I (c), Sublessee's right to cure shall be for a period equal to the
lesser of the cure rights specified in the Lease or required by Lessor, or ten (10) business days or
such lesser period as may be mandated by any applicable regulatory authority with respect to
Sublessor's obligation to cure or rectify any violations relating to is permits or other authorizations.
(b) If Sublessor is in default with respect to any of its covenants herein
contained, Sublessee may (i) terminate this Sublease if Sublessor fails to cure any such default
within thirty (30) days following receipt of Sublessee's written notice of the default (provided that
if any such default is capable of cure, but cannot be cured within the thirty (30)-day period with
reasonable diligence taking into consideration the nature of the circumstances, Sublessor may have
additional time to cure the default, but in no event longer than one hundred eighty (180) days, if
within the initial thirty (30)-day period, Sublessor makes commercially reasonable efforts to
commence to cure the default and continues to pursue cure of the default diligently during the
additional one hundred eighty (180) day period), or (ii) pursue any other right and remedy now or
hereafter available under the laws or judicial decisions or in equity of the state in which the Site is
located.
(c) If either party waives a default by the other party, such waiver shall not be
construed or deemed to be a continuing waiver of any subsequent breach or default on the part of
either party.
12. Prohibition Aizainst Sublessee Creatiniz Liens. Except to the extent permitted
pursuant to Section 16 below, nothing in this Sublease contained shall authorize Sublessee to do any
act that will in any way encumber (except to the extent this Sublease creates such an encumbrance)
the title of Lessor or the leasehold estate of Sublessor in and to the Site, nor shall the interest or estate
of either Lessor or Sublessor in the Site be in any way subject to any claim by way of lien or
encumbrance, whether by operation of law or by virtue of any express or implied contract by
Sublessee, and any claim to or lien upon the Site arising from any act or omission of Sublessee shall
accrue only against the subleasehold estate of Sublessee and shall in all respects be subject and
subordinate to the respective paramount title and rights of Lessor and Sublessor in and to the Site and
15
the buildings and improvements thereon. Sublessee will not permit the Site to become subject to any
mechanic's, laborer's or material man's lien on account of labor or material furnished to Sublessee in
connection with work of any character performed or claimed to have been performed on the Site by
or at the direction or sufferance of Sublessee; provided, however, that Sublessee shall have the right
to contest in good faith and with reasonable diligence the validity of any such lien or claimed lien. If
any lien is claimed, filed, or recorded with respect to the Site in violation of the provisions of this
Section, Sublessee shall remove any such lien, or bond over the lien to Sublessor's reasonable
satisfaction, as required by the Lease or within thirty (30) days, whichever sooner, or Sublessee shall
be in breach of this Sublease. Upon request, Sublessee shall provide Sublessor with copies of lien
waivers evidencing payment for all labor and materials furnished with respect to Sublessee's
Facilities.
13. Insurance. At all times during the Term of this Sublease, Sublessee shall obtain and
maintain the same insurance coverages required of Sublessor by Lessor under the Lease and the LFG
Agreement. Sublessee shall name Sublessor and Lessor as additional insured, in their capacities as
Sublessor and Lessor, and shall furnish Sublessor with certificates of insurance which shall state that
such insurance shall not be cancelled without thirty (30) days prior written notice to Lessor and
Sublessor.
14. Indemnity. To the fullest extent permitted by law, Sublessor and Sublessee, each
as indemnitor, shall indemnify and defend (as to third party claims only) the other against and
hold the other and any Affiliate thereof and their directors, officers, partners, shareholders,
employees, agents, representatives, co -venturers, contractors or servants, harmless for, from, and
against, any and all costs, losses, expenses, suits, actions, proceedings, damages, penalties, fines,
and liabilities, including, without limitation, reasonable attorneys' fees, expert witness fees,
litigation expenses, and court and other costs, whether taxable or not (collectively, "Claims"),
attributable to, arising out of and/or to the extent resulting from (a) the negligence (applying a
comparative negligence standard with respect to any concurrent negligence between the parties
hereto) of the applicable indemnitor, its Affiliates, contractors, subcontractors, employees,
representatives or agents, (b) willful misconduct of the applicable indemnitor, its affiliates,
contractors, subcontractors, employees, representatives or agents, (c) the breach by the applicable
indemnitor of any representations or warranties in this Sublease, and/or (d) nonperformance of any
obligations under and pursuant to this Sublease, by the applicable indemnitor, its Affiliates,
contractors, subcontractors, employees, representatives or agents. The rights to indemnification
set forth herein are not intended to be exclusive of any other right or remedy otherwise available.
All rights hereunder shall be cumulative and in addition to all other rights and remedies. The
obligations set forth in this Section shall survive the termination or expiration of this Sublease.
Notwithstanding anything herein to the contrary, Sublessee acknowledges and agrees (i) that other
third party contractors have or may have separate operations on or around the Landfill that may
include, without limitation, excavation and blasting, (ii) that such operations include inherent risks
affecting the parties hereto, which risks are assumed by Sublessee, and (iii) that Sublessor's
obligations to Sublessee hereunder, including without limitation, its obligations to indemnify
Sublessee, are limited to Sublessor's specific obligations to Sublessee as set forth in this Sublease,
and shall not include any Claims relating to any third party contractors with separate operations
on or relating to the Landfill.
16
15. Warranty.
(a) Sublessee represents and warrants that: (i) Sublessee is a limited liability
company, duly organized, validly existing, and in good standing under the laws of the State of
Delaware and is qualified to do business in the State of Texas; (ii) Sublessee has full power and
authority to execute, deliver and perform its obligations under this Sublease; (iii) the execution,
delivery and performance of this Sublease by Sublessee have been duly and validly authorized by
all necessary action on the part of Sublessee; and (iv) the execution and delivery of this Sublease
by Sublessee and the performance of the terms, covenants and conditions contained herein is
permitted under all agreements to which Sublessee is a party, including financing agreements, and
will not violate the certificate of formation or incorporation, governing documents, or bylaws of
Sublessee, or any order of a court or arbitrator, and will not conflict with and will not constitute a
material breach of, or default under, the provisions of any material contract by which Sublessee is
bound.
(b) Sublessor represents and warrants that: (i) Sublessor is a corporation duly
organized, validly existing, and in good standing under the laws of the State of Delaware and is
qualified to do business in the State of Texas; (ii) Sublessor has full power and authority to execute,
deliver and perform its obligations under this Sublease; (iii) the execution, delivery and
performance of this Sublease by Sublessor have been duly and validly authorized by all necessary
action on the part of Sublessor; and (iv) the execution and delivery of this Sublease by Sublessor
and the performance of the terms, covenants and conditions contained herein is permitted under
all agreements to which Sublessor is a party, including financing agreements, and will not violate
the certificate of formation or incorporation, governing documents, or bylaws of Sublessor, or any
order of a court or arbitrator, and will not conflict with and will not constitute a material breach
of, or default under, the provisions of any material contract by which Sublessor is bound
16. Easements.
(a) Lessor, Sublessor, and Sublessee agree that construction of RNG
Production Facility require easements to the Site and the Landfill. Lessor, Sublessor, and Sublessee
agree that Lessor's City Council or City Council -authorized designee is the sole authority which
may grant easements to the Site and the Landfill. Any easements which are reasonably necessary
in connection with Sublessee's construction and operation of Sublessee's RNG Production
Facilities shall be granted by Lessor's City Council or City Council -authorized designee, shall be
granted for the purpose of facilitating the safe, efficient operation of the Landfill and the RNG
Production Facilities at the Site to allow Lessor, Sublessor, and Sublessee to monetize Landfill
Gas, and shall be in a form and in a location acceptable to Sublessor and Lessor in their sole
discretion. To the extent permitted by any such easement agreement, or as agreed to in writing by
Lessor and Sublessor and the grantee of such easement rights, Lessor and Sublessor, may, from
time to time, upon not less than sixty (60) days' prior written notice and at Sublessor's sole cost
and expense, change the locations of any such easements to the extent Sublessor deems it necessary
to be consistent with Sublessor's priority of operations at the Landfill as described herein.
(b) Sublessee shall be responsible for all costs and expenses relating to
documenting and recording any easements to be granted hereunder. Should easements become
17
necessary for Sublessee to construct or operate Sublessee's Facilities and provided such easements
in no manner impair the operation of the Landfill or increase Sublessor's obligations under this
Sublease or the Lease, as determined by Sublessor in Sublessor's sole discretion, then the parties
shall mutually agree upon the location of such easements, subject to the prior written consent of
Lessor. At the time in which Sublessee desires any easements upon the Landfill, Sublessee shall
provide Lessor and Sublessor with such information, drawings, legal descriptions, description of
the need for the easements and other information as may be required by Lessor or Sublessor, for
Lessor or Sublessor to evaluate the need and potential impact upon the operation of the Landfill
or Sublessor's obligations hereunder or the Lease, and to obtain the prior written consent of Lessor.
(c) Any easements granted to Sublessee or any third parties in connection with
this Sublease shall (i) be non-exclusive in nature, and (ii) automatically terminate upon the
termination or expiration of this Sublease or the removal of Sublessee's Facilities pursuant to this
Sublease and the LFG Agreement, whichever is sooner, unless otherwise agreed to in writing by
Sublessor , Sublessee, and Lessor, if required; provided, however, that the above easements shall
not automatically terminate if Sublessee remains in possession of the Site pursuant to a separate
lease between Lessor and Sublessee. Sublessee shall have no other or further easements upon or
under the Landfill except as set forth above. Sublessee is solely responsible for its work conducted
on, and the repair and maintenance of facilities located on, any real property affected by the
easements, and in conducting any work on the easements, Sublessee at its sole cost will provide
erosion protection, sediment control, and will return any disturbed land to substantially the same
condition existing prior to such work.
17. Estoppel Certificates. Each party hereto agrees, not later than ten (10) days
following the written request of the other, to execute and deliver to the requesting parry a written
declaration made to the certifying parry's knowledge: (a) ratifying this Sublease; (b) confirming
the commencement and expiration dates of the term of this Sublease; (c) certifying that Sublessee
is in occupancy of the Site; and (d) stating any known defaults of this Sublease by Sublessor or
Sublessee, and (e) such other information that the requesting party may reasonably request.
18. Assignment. Sublessor may assign this Sublease without the necessity of obtaining
Sublessee's consent but with written notice to Sublessee, but any such sale or assignment shall be
at all times subject to this Sublease and the rights of Sublessee hereunder, and subject to the prior
written consent of Lessor. In the event Sublessee desires to assign this Sublease and the rights of
Sublessee hereunder to any person or entity, the assignment of this Sublease shall require the prior
written consent of Sublessor and the prior written consent of Lessor, each at its sole discretion.
This Sublease shall not be assigned by Sublessee separate and apart from the LFG Agreement.
19. Brokerage. Sublessor and Sublessee represent that they have dealt with no broker
or agent with respect to this Sublease or the negotiation and execution hereof. Each parry hereby
indemnifies and saves and holds the other party harmless against any claims for brokerage
commissions or compensation or other claims of any kind (including reasonable attorney's fees
and costs) arising out of a breach of the foregoing representation by the indemnifying party.
20. Subordination. This Sublease shall be subject and subordinate, at all times, to the
lien of any mortgages or deeds of trust which now or hereinafter become a lien against the Site.
18
Sublessee agrees to execute such documents as may be reasonably required to make this Sublease
prior to the lien of any mortgage or deed of trust, as the case may be. Sublessor shall use
commercially reasonable efforts to promptly obtain an SNDA from the holder of any current and
valid mortgage created by, through or under Sublessor.
21. Force Maieure.
(a) If either parry is rendered unable, wholly or in part, by the occurrence of an
event of Force Majeure to carry out its obligations under this Sublease, that party shall give to the
other party prompt written notice of the event, which notice shall include a description of the nature
of the event, its cause and possible consequences, its direct impact on the parry's inability to
perform all or any part of its obligations under this Sublease, the expected duration of the event,
and the steps being taken or proposed to be taken by the affected party to overcome the event;
thereupon, the obligations of the parry giving the notice shall be suspended (a) during, but no
longer than, the continuance of the event, and (b) only with respect to the party's specific
obligations hereunder affected by the event; the party claiming an event of Force Majeure shall
promptly notify the other party of the termination of such event.
22. Confidentiality. The parties acknowledge that, from time to time, they may receive
information from or regarding the other parry or the RNG Production Facility or Landfill in the
nature of trade secrets or secret or proprietary information or information that is otherwise
confidential, the disclosure of which may be damaging to the other party. Each party shall hold in
strict confidence any such information it receives, including the terms and conditions of this
Sublease, the LFG Agreement, or any confidential information received hereunder (collectively,
"Confidential Information"), and may not disclose such Confidential Information to any Person,
except for disclosures:
(i) to the parties' respective Representatives and to the Lessor and its
Representatives;
(ii) necessary to comply with any Applicable Laws (including
applicable stock exchange or quotation system requirements, disclosures of tax treatment or tax
structure required by the Internal Revenue Service, and such Laws necessary to generate
Environmental Attributes, including, without limitation, the RFS Regulations);
(iii) to its lenders, accountants, attorneys, auditors, Affiliates and its and
their respective Representatives with a reasonable need to know such Confidential Information;
provided, however, that such recipients have been apprised of the provisions of this Section 22 or
are otherwise subject to a duty of confidentiality in favor of the disclosing party;
(iv) of information that a party also has received from a source
independent of the other party but only if such party reasonably believes such source obtained such
information without breach of any obligation of confidentiality owed to the other party;
(v) of information that such party can reasonably demonstrate was
independently developed by such party without reliance upon any material separately developed
by or for this Sublease or the LFG Agreement and the transactions contemplated hereby; or
19
(vi) public information.
23. Amendment. This Sublease may only be modified, amended, or supplemented by
an instrument in writing executed by Sublessee and Sublessor.
24, Governing Law; Venue and Jurisdiction. This Sublease shall be governed by and
construed in accordance with the internal laws of the State of Texas, without giving effect to any
choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Texas. For
the purposes of any suit, action or other proceeding arising out of or relating to this Sublease, each
parry to this Sublease irrevocably submits, to the fullest extent permitted by Applicable Law, to
the exclusive jurisdiction of the United States District Court for the Northern District of Texas,
Fort Worth Division, and the appellate courts having jurisdiction of appeals in such courts. For
the purposes of any suit, action or other proceeding arising out of or relating to this Sublease, each
party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law,
any objection to the laying of venue in the United States District Court for the Northern District of
Texas, Fort Worth Division, and hereby further irrevocably and unconditionally waives, to the
fullest extent permitted by Applicable Law, and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum. Each party irrevocably consents, to the fullest extent permitted by Applicable Law, to
service of process in connection with any such suit, action or other proceeding by registered mail
to such party at its address set forth in this Sublease, in accordance with the provisions of Section
26. The consent to jurisdiction set forth in this Section 24 shall not constitute a general consent to
service of process in the State of Texas and shall have no effect for any purpose except as provided
in this Section 24. The parties hereto agree that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by Applicable Law.
25, Attornevs' Fees. If the parties resort to legal action for the enforcement or
interpretation of this Sublease or for damages on account of a breach hereof, the prevailing party
shall be entitled to an award of its fees and costs (whether taxable or not), including, without
limitation, expert witness fees, all litigation related expenses, and reasonable attorneys' fees
incurred in connection with such action, which award shall be made by the court, not a jury. In
determining which party is the prevailing party, the term "prevailing parry" means the net winner
of the dispute, taking into account the claims pursued, the claims on which the pursuing party was
successful, the amount of money sought, the amount of money awarded, and offsets or
counterclaims pursued (successfully or unsuccessfully) by the other party.
26. Notices. All notices or other communications required or permitted under this
Sublease shall be in writing and may be given by depositing the same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or certified with return receipt
requested, by overnight courier or by delivering the same in person to such party. Notices shall be
deemed given and effective the day personally delivered or the day after being sent by overnight
courier, subject to signature verification. Any parry may change the address for notice by notifying
the other parties of such change in accordance with this Section. Such notice shall be addressed
as follows:
20
If to Sublessor, addressed to it at:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
6288 Salt Road
Ft. Worth, TX 76410
Attn: General Manager
with a copy to (which such copies shall not constitute the provision of
notice to a party hereto for purposes of this Sublease):
Through 1/31/2026:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
18500 North Allied Way
Phoenix, AZ 85054
Attn: Chief Legal Officer
After 2/1/2026:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
5353 E. City North Drive
Phoenix, AZ 85054
Attn: Chief Legal Officer
If to Sublessee, addressed to it at:
Archaea Energy Operating LLC
201 Helios Way, Floor 6
Houston, TX 77079
Attn: Legal Notices
27. Headings. Headings or captions herein are merely for convenience and are not a
part of this Sublease and shall not in any way modify or affect the provisions of this Sublease.
28. No Waiver. No delay or omission to exercise any right or power shall be construed
to be a waiver of any default or acquiescence therein or a waiver of any right or power, and every
such right and power may be exercised from time to time and as often as may be deemed expedient.
Either party's acceptance of any performance due hereunder that does not comply strictly with the
terms hereof shall not be deemed to be waiver of any right of such party to strict performance by
the other party. Acceptance of past due amounts or partial payments shall not constitute a waiver
of full and timely payment of any sums due hereunder.
29. Electronic Signatures; Counterparts. Electronic signatures (including, without
limitation, portable document format) of the parties shall be acceptable for all purposes. This
21
Sublease may be executed in two or more originals or electronic counterparts, each of which shall
be deemed an original and all of which together shall constitute but one and the same instrument.
30. Severability. If any term or provision of this Sublease should be held invalid or
unenforceable, the parties to this Sublease shall endeavor to replace such invalid terms or
provisions by valid terms and provisions that correspond to the best of their original economic and
general intentions. The invalidity or unenforceability of any term or provision hereof shall not be
deemed to render the other terms or provisions hereof invalid or unenforceable.
31. Entire Agreement. This Sublease constitutes the entire agreement between
Sublessee and Sublessor relating to the subject matter hereof and supersede all prior written and
oral agreements and understandings and all contemporaneous oral representations or warranties in
connection therewith. Neither Sublessee nor Sublessor have made and do not make any
representations or warranties, expressed or implied, except as herein specifically set forth, and
Sublessee and Sublessor hereby expressly acknowledge that no such representations or warranties
have been made by the other party.
32. Compliance with Laws. Each party to this Sublease shall comply with any and all
Applicable Laws, orders, judgments or otherwise, of courts or regulatory bodies having
jurisdiction that affect such party's duties, obligations and performance pursuant to this Sublease.
Sublessor and Sublessee shall timely make any necessary regulatory filings and make copies of
such filings available to the other party.
33. Intemretation. The terms and provisions of this Sublease are not to be construed
more liberally in favor of, nor more strictly against, either party. To the extent the covenants of
the parties under this Sublease create obligations that extend beyond the termination or expiration
of this Sublease, the applicable provisions of this Sublease shall be deemed to survive such
termination or expiration for the limited purpose of enforcing such covenants and obligations in
accordance with the terms of this Sublease. All exhibits and schedules attached hereto are
incorporated herein by this reference.
34. Further Assurances. The parties shall perform all such acts (including, without
limitation, executing and delivering instruments and documents) as reasonably may be necessary
to fully effectuate the intent and each and all of the purposes of this Sublease, including consents
to any assignments, transfers, subleases, or easements permitted hereunder.
35. No Partnership. Nothing contained in this Sublease shall be construed to create any
association, trust, partnership, or joint venture or impose a trust or partnership, duty, obligation, or
liability or an agency relationship on, or with regard to, either party. Neither party hereto shall
have the right to bind or obligate the other in any way or manner unless otherwise provided for
herein.
36. Third Partv Beneficiaries. This Sublease is intended to be solely for the benefit of
the parties hereto and their successors and permitted assignees and is not intended to and shall not
confer any rights or benefits on any other third party not a signatory hereto.
22
37. WAIVER OF DAMAGES: NON -RELIANCE. EXCEPT IN CONNECTION
WITH CLAIMS BY THIRD PARTIES THAT ARE NOT AFFILIATES OF THE PARTIES
HERETO, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INDIRECT, LOSS OF USE, LOST PROFITS, OR CONSEQUENTIAL (OTHER
THAN ACTUAL AND DIRECT) DAMAGES ARISING UNDER OR OUT OF THIS
SUBLEASE OR THE TRANSACTIONS CONTEMPLATED IN THIS SUBLEASE. EXCEPT
FOR THE EXPRESS REPRESENTATIONS OF WARRANTIES SET FORTH HEREIN, AND
IN THE LFG AGREEMENT, SUBLESSEE HAS NOT RELIED UPON, AND WILL NOT
ASSERT THAT IT HAS RELIED UPON, ANY INFORMATION REGARDING SUBLESSOR,
THE LANDFILL, THE LANDFILL GAS OR THE TRANSACTIONS CONTEMPLATED BY
THIS SUBLEASE, AND NONE OF SUBLESSOR OR ANY OF ITS AFFILIATES SHALL
HAVE OR BE SUBJECT TO ANY LIABILITY TO SUBLESSEE OR ANY OTHER PERSON
RESULTING FROM THE FURNISHING TO SUBLESSEE OR ITS AFFILIATES, OR
SUBLESSEE'S OR ITS AFFILIATES' USE OF OR RELIANCE ON, ANY SUCH
INFORMATION OR ANY INFORMATION, DOCUMENTS OR MATERIALS MADE
AVAILABLE TO SUBLESSEE OR ITS AFFILIATES IN ANY FORM IN EXPECTATION OF,
OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS
SUBLEASE.
[Signature page follows]
23
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease to be
effective as of the date first set out above.
SUBLESSOR:
ALLIED WASTE SYSTEMS, INC., a
Delaware corporation
By: 8rdy I.—h 11,, 1 ,M2S IICDT)
Name: Brady Loesch
Title: Vice President
SUBLESSEE:
ARCHAEA ENERGY OPERATING LLC,
a Delaware limited liability company
Aimee DiTornrnaso
By: Ai— D,To-- (JA 22, 202516:05 CDT)
Name: Aimee DiTomasso
Title: Vice President and Chief Commercial Officer
[Signature Page - Site Sublease Agreement]
24
LESSOR JOINDER
In consideration of the Sublease and the benefits derived by Lessor related to the operation of
Sublessee's Facilities, the undersigned Lessor executes this Lessor Joinder on the 24th day of
July , 2025, solely for providing the Lessor Consent.
Capitalized terms not defined in this Lessor Joinder shall have the meanings provided in the
Sublease.
WITNESS/ATTEST:
LESSOR:
CITY OF FORT WORTH
` Valerie Washington Ju123, 202513:05:06 CDT)
By:
Name: Name: Valerie Washington
Title: Assistant City Manager
SCHEDULE A
SITE DESCRIPTION
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*Note: Site is generally shown above. Exact boundary of Site to be determined by Survey
as set forth in Sublease.
CONFIDENTIAL
EXHIBIT E
FORM OF SITE LEASE AGREEMENT
(see attached)
Execution Copy
CONFIDENTIAL
SITE LEASE AGREEMENT
Southeast Landfill (the "Landfill")
Execution Copy
THIS SITE LEASE AGREEMENT (this "Lease") is entered into this day of
, between CITY OF FORT WORTH, a home -rule municipal
corporation of the State of Texas ("Lessor"), and ARCHAEA ENERGY OPERATING LLC,
a Delaware limited liability company ("Lessee"). Capitalized terms not otherwise defined herein
shall have the meaning given those terms in the LFG Agreement (as defined below) as the same
shall apply to the RNG Production Facility at the Site (as defined below).
RECITALS
WHEREAS, the Lessor and Allied Waste Systems, Inc., a Delaware corporation
("Allied") entered into that certain Agreement to Lease and Operate Southeast Landfill, known as
City Secretary Contract No. 28336 (the "Original Agreement"), dated as of January 28, 2003, for
the lease of the Lessor's Southeast Landfill, pursuant to the terms of that certain RFP 02-0087 (the
"REP"), issued by the Lessor; and
WHEREAS, Lessor and Allied entered into that certain First Amendment to the Original
Agreement known as City Secretary Contract No. 32407 (the "First Amendment"), on or about
September 25, 2006; and
WHEREAS, Lessor and Allied entered into a Second Amendment to the Original
Agreement known as City Secretary Contract No. 28336-A2, entered into on or about December
28, 2009 (the "Second Amendment"); and
WHEREAS, Lessor and Allied entered into that certain Third Amendment to the Original
Agreement known as City Secretary Contract No. 28336-A3, entered into as of September 27,
2013 (the "Third Amendment"); and
WHEREAS, Lessor and Allied entered into that certain Fourth Amendment to the Original
Agreement known as City Secretary Contract No. 28336-A4, entered into on or about April 29,
2019 (the "Fourth Amendment"); and
WHEREAS, Lessor and Allied entered into that certain Fifth Amendment to the Original
Agreement known as City Secretary Contract No. 28336-A5, last executed by the Lessor on the
date of May 1, 2023 (the "Fifth Amendment"); and
WHEREAS, Lessor and Allied entered into that certain Sixth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A6, entered into as of July 24,
2025 (the "Sixth Amendment" and together with the Original Agreement, the First Amendment,
the Second
CONFIDENTIAL
Execution Copy
Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment, the
"Original Lease"); and
WHEREAS, a copy of the Original Lease has been provided to Lessee prior to the date of
this Lease; and
WHEREAS, Lessor and Lessee are parties to that certain Landfill Gas Rights
Development Services Agreement dated July 24, 2025 (the "LFG Agreement"), with respect to the
beneficial use and commercial exploitation of the landfill gas generated and collected from the
Landfill ("Landfill Gas"). and
WHEREAS, in the event that the Original Lease is terminated, expired, or reduced through
any amendment or modification that results in any abrogation or other adverse impact on any right
of Allied thereunder, Lessee desires to Lease a portion of the Southeast Landfill from Lessor
generally described in Schedule A attached hereto and incorporated herein (the "Site"), and Lessor
desires to lease the Site to Lessee, on the terms and provisions set forth herein; and
TERMS AND CONDITIONS
NOW, THEREFORE, for valuable consideration, the parties agree as follows:
Propertv Description; Lease; Relocation and Survev.
(a) In consideration of the rent and covenants herein stipulated to be paid and
performed by Lessee and Lessee's execution of the LFG Agreement, Lessor does hereby grant,
demise, and lease unto Lessee the Site solely for the Permitted Use (defined below), including,
without limitation, designing, constructing, owning, and operating the RNG Production Facility
on the Site ("Lessee's Facilities"), together with the non-exclusive right to use such roadways
which are reasonably necessary to access the Site. The Site is leased to Lessee in "as -is, where -
is" condition, and Lessee accepts the Site in its current condition. Lessor shall have no obligation
to make any improvements to the Site before or during the term of this Lease.
(b) Notwithstanding anything in this Lease to the contrary, Lessee understands
and agrees that Lessor's primary interest and obligation is the safe and efficient operation of the
Landfill, in compliance with Applicable Laws and permit conditions, and that any obligations of
Lessor to Lessee hereunder shall remain secondary to the operation, management, permits, and/or
compliance with Applicable Laws of or relating to the Landfill, and the collection and disposal of
waste at the Landfill (including the decision regarding waste acceptance and disposal). For
purposes of this Section IN. the operation of the Landfill shall be deemed to include, without
limitation, the operations of any tenant or affiliate of Lessor and any third party (or any affiliated
or successor entity engaged in similar or related activities) at the Landfill. Notwithstanding
anything in this Lease to the contrary, Lessee's rights and interests under this Lease, shall not
interfere with Lessor's compliance with any permits, licenses, approvals, authorizations, or
Applicable Laws related to any of the Landfill, or with the lawful and safe operation of any of the
CONFIDENTIAL
Execution Copy
Landfill, including, without limitation, the design, division, construction, operation, expansion
(vertical or horizontal), maintenance, and monitoring of any of the collection systems and/or the
Landfill, or the closure, and post -closure of the Landfill. Notwithstanding anything in this Lease
to the contrary, Lessor and any of its tenants, licensees or affiliates shall be free at all times to take
any action Lessor deems necessary or desirable in accordance with industry standards and prudent
operating practices, in Lessor's sole and absolute judgment, in connection with any of the Landfill,
including, without limitation, any action required to comply with any Applicable Law, mitigate or
eliminate any thermal reaction within any of the Landfill, or to respond to community concerns,
without regard to the effect of such action on the quantity or quality of Landfill Gas extracted from
the Landfill. Lessor and any of its tenants, licensees or affiliates may operate its blowers and flares
independent of Lessee, if Lessor deems it necessary. Subject to this Section l(b), Lessor and
Lessee will work together in good faith to attempt to minimize adverse impacts to the collection
of Landfill Gas with respect to flow and Lessee's operations resulting from Lessor's primary
interest and obligation; provided, however, that nothing in this Lease shall (a) require Lessor to
incur costs or expenses in taking any actions that are not required to be taken by Lessor in this
Lease with respect to compliance with Applicable Laws and permits relating to the Landfill and
Lessor's operations (without taking into account Lessee's activities for purposes of making the
foregoing determination), or (b) alter the types or quantities of waste received of and disposed of
at the Landfill (including ceasing or reducing disposal of waste which does not generate any or
sufficient Landfill Gas or inhibits the generation of Landfill Gas or changes the chemical
composition or attributes of the Landfill Gas).
(c) Either party may file for record with the recorder of the county in which the
Landfill is located a recordable notice or memorandum of this Lease; provided that the form of
notice or memorandum has been approved by Lessor in advance and in writing, which approval
may not be unreasonably withheld. If Lessee does not record a termination or cancellation of any
notice or memorandum of this Lease within thirty (30) days following the termination or expiration
of this Lease, Lessor is hereby authorized to do so as Lessee's attorney -in -fact. If Lessee's
Facilities are relocated during the term hereof, the parties shall record a revised memorandum that
identifies the new location of the Site and any related easements; provided that the form of notice
or memorandum has been approved by Lessor in advance and in writing, which approval may not
be unreasonably withheld.
2. Term. The term of this Lease ("Term") shall commence on the date first set forth above
and, unless earlier terminated as provided herein, shall continue and remain in effect until the
expiration or earlier termination of the LFG Agreement. Notwithstanding anything to the contrary
set forth in this Lease, in the event Lessee does not have the right to purchase the Landfill Gas
from the Landfill pursuant to the LFG Agreement or develop or operate the RNG Production
Facility at the Site, this Lease shall automatically terminate as of the date thereof. Lessee shall
surrender the Site at the expiration or termination of this Lease in the condition set forth in Section
5Ld,) below.
3. Warranty of Title and Quiet Eniovment. Lessor warrants that Lessor has a valid fee
simple interest in the Site, and that Lessor has all right and authority to make and perform this
CONFIDENTIAL
Execution Copy
Lease. Lessor covenants that so long as Lessee observes and keeps the covenants of this Lease on
its part to be kept, and so long as the LFG Agreement is in effect, shall lawfully, peaceably and
exclusively hold, occupy and enjoy the Site during the term hereof, free from any interference
caused by parties claiming an interest by, through or under Lessor.
4. Rent. Lessor acknowledges payment in advance of rent for the term of this Lease,
including any extensions thereof, in the sum of Ten Dollars ($10.00).
5. Use, Improvements and Equipment.
(a) The Site may be used by Lessee solely for those purposes consistent with
the LFG Agreement (the "Permitted Use"). Pursuant to the LFG Agreement and this Lease, Lessee
shall, or shall cause a third party to, design, construct, and operate Lessee's Facilities on the Site,
at its sole cost and expense. In connection therewith, and in accordance with the LFG Agreement,
Lessee has the right, at its sole cost, to do all work necessary to prepare, maintain and alter the Site
for Lessee's business operations, and Lessee shall provide Lessor with at least ten (10) business
days advance notice of any construction on the Site, including the names of contractors and
subcontractors involved in such construction.
(b) In no way limiting the foregoing, and in addition to any other requirements
set forth herein or in the LFG Agreement, Lessee shall be responsible for the design, construction,
and operation of Lessee's Facilities in accordance with the plans and specifications prepared by
Lessee and approved by Lessor, such approval not to be unreasonably withheld, conditioned or
delayed. Information to be provided to Lessor in connection with the design, construction and
operation of Lessee's Facilities shall include, without limitation, a site plan showing the plant
layout, the location and nature of perimeter fencing, signage, and landscaping around Lessee's
Facilities, the location of the switch gear, the location of the gas pipeline from the delivery point
to Lessee's Facilities, and the location of any interconnection and/or transmission equipment, and
such other information as may be reasonably requested by Lessor. Lessee shall be responsible, at
its sole cost and expense, for obtaining all necessary governmental permits, licenses and approvals
and any other necessary consents and approvals of any other third parties required for the design,
construction, installation, operation, and maintenance of Lessee's Facilities. Lessor shall have no
liability or obligation to make any alterations or improvements to the Landfill in connection with
any permits, licenses, consents or approvals to be obtained by Lessee. Further, Lessee shall not
have any authority to bind Lessor or the Landfill to any improvements or alterations without
Lessor's prior written consent, which may be withheld in Lessor's sole discretion. In the event
any permits, licenses, consents or approvals to be obtained by Lessee in connection with the design,
construction, installation, operation and maintenance of Lessee's Facilities may require any
alterations or improvements to the Landfill, Lessee shall provide prior written notice to Lessor,
obtain Lessor's prior written consent, and permit Lessor to review and comment on any request
for alterations or improvements. In the event that Lessor consents in writing to any alterations or
improvements, Lessee shall be solely responsible for all costs and expenses for such alterations or
improvements, as well as the reasonable cost of any additional alterations or improvements
CONFIDENTIAL
Execution Copy
required by Lessor. Lessee shall be solely responsible to ensure that Lessee's Facilities and
activities at the Site do not present any undue risk of an explosion or other hazard at the Site or
surrounding property; comply with all Applicable Laws relating to the Site and Lessee's Facilities
and operations including, but not limited to, all Environmental Laws and applicable permits and
Lessee shall seek any and all required governmental approvals in connection with its use and
operation of the Site. After construction of Lessee's Facilities, Lessee shall not make nor suffer
to be made any structural or external alterations or additions to the Site or Lessee's Facilities,
without Lessor's prior written consent, other than the installation of the improvements and other
works that Lessee is specifically authorized to carry out on the Site pursuant to this Lease or the
LFG Agreement. All other alterations or additions shall require Lessor's prior written consent, in
Lessor's sole discretion. Whenever Lessor's approval or consent is required under this Section
5Lb,), within thirty (30) days after Lessee's request therefor, Lessor shall notify Lessee of Lessor's
approval or disapproval thereof, as the case may be, and the reasons why, if any, that such request
is not approved, whether Lessor requires additional information in order to complete its review, or
Lessor's need for additional time to review the request and the reasons therefor. If Lessor fails to
timely notify Lessee as set forth in the preceding sentence, and such failure continues for five (5)
business days after a second notice to Lessor, then Lessor shall be deemed to have approved or
consented to such request.
(c) At all times during the term of this Lease, Lessee will keep and maintain, or
cause to be kept and maintained, Lessee's Facilities and all such improvements, fittings and
fixtures as Lessee may erect on the Site in good repair and working condition having regard to
their nature and Permitted Use.
(d) Upon the expiration or earlier termination of this Lease, Lessee shall remove
the Lessee's Facilities from the Site and restore the Site and any portion of the Site or the Landfill
subject to easements or rights of way or otherwise utilized by Lessee in connection with the
Lessee's Facilities, as required by the LFG Agreement; provided that Lessee may leave in place
any underground piping and any other underground components of Lessee's Facilities (including,
without limitation, property belonging to or installed by or on behalf of any utility provider
providing utility services to the Site) if leaving such in place will not impede, or increase the cost
of, Lessor's intended operation, development, closure, or post -closure activities of the areas which
include such underground piping or underground components from and after the expiration or
earlier termination of this Lease, and further provided that the same is abandoned in a safe manner
and in compliance with Applicable Law. In the event leaving such items in place will impede or
increase the cost of Lessor's intended operation, development, closure, or post -closure activities
of the areas which include the underground piping or underground components, Lessor shall
provide written notice to Lessee within thirty (30) days following the expiration or earlier
termination of this Lease ("Lessor's Removal Notice"), whereupon Lessee shall have a period of
five (5) years from the date of expiration or earlier termination of this Lease to remove such
underground piping or underground components, unless Lessor advises Lessee in Lessor's
Removal Notice that it requires the earlier removal of same, in which case such items shall be
removed on or before the date set forth by Lessor in Lessor's Removal Notice (but in no event
earlier than one hundred twenty (120) days from the expiration or earlier termination of this Lease).
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Any part of Lessee's Facilities that has not been removed prior to the date that is one hundred
twenty (120) days after the expiration or earlier termination of this Lease, or as set forth above (the
"Removal Period") shall, at Lessor's option, be deemed to have been abandoned, and title to such
items shall, at Lessor's option, vest in Lessor at the end of the Removal Period, without any
payment or other consideration given by Lessor. Alternatively, Lessor may require Lessee to
remove all or any part of the remaining portion of Lessee's Facilities at Lessee's expense and, if
Lessee fails to remove such items at Lessor's request, Lessor may remove them at Lessee's
expense. For the avoidance of doubt, this Section 5(d) shall survive expiration or termination of
this Lease.
(e) Lessor and Lessee intend and agree that, subject to the terms and conditions
of this Lease, Lessee's Facilities shall be and remain the property of Lessee, and shall at no time
become a fixture with respect to the Site. Title to all of Lessee's Facilities situated or erected on
the Site, as hereinabove allowed, and any alteration, change or addition thereto, shall remain solely
in Lessee. Except as specifically provided in this Lease, any equipment and/or personal property
that Lessor furnishes to Lessee under this Lease shall remain Lessor's property.
(f) Lessor and its employees and agents shall have the right, upon one calendar
day's advance written notice and during normal business hours, to access the Site and to review
and inspect Lessee's Facilities and Lessee's operations on the Site from time to time during the
term of this Lease. Such review and approval shall create no warranties to Lessee and shall be
limited to the extent necessary to satisfy Lessor that, in Lessor's reasonable business judgment,
Lessee's Facilities and operations on the Site:
(i) comply with Applicable Law and the terms and conditions of this
Lease and the LFG Agreement;
(ii) do not affect or interfere with Lessor, the Landfill or Lessor's, and
Lessor's tenants, licensees or affiliates, operations at the Landfill in a manner inconsistent with the
provisions of Section 1(d) of this Lease;
(iii) do not emit noxious odors or other emissions that violate any
Applicable Law, or are not consistent with community standards, and
(iv) do not emit noise in violation of any Applicable Law or are not
inconsistent with community standards.
(g) Lessor shall be responsible for providing Lessee, its contractors, invitees to
the Site relating to Lessee's business operations, and agents suitable road access to the Site and
Lessee's Facilities, provided that Lessee shall comply with Lessor's reasonable rules and
requirements applicable to all persons that enter the Landfill as may be noticed to Lessee in writing
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from time to time, and shall cause its officers, directors, employees, agents, contractors, and
invitees to comply with such rules and requirements when crossing Lessor's property for ingress
to or egress to and from the Site or when on Lessor's property for other purposes related to the
transactions contemplated in this Lease, and shall cause its officers, directors, employees, agents,
contractors, and invitees to comply with such rules and requirements. Notwithstanding the
foregoing, in the event of an Emergency Condition (defined below), Lessee shall have the right to
access the Site with such notice as is practical given the circumstances. Lessor shall also be solely
responsible for maintaining the access road to the Site and Lessee's Facilities and otherwise
keeping them clear for such suitable access.
(h) Lessee shall, if requested by Lessor, at Lessee's sole cost and expense,
construct and maintain a fence that encloses the perimeter of the Site of a height, size, material,
color, and type subject to the mutual agreement of the parties hereto. Such fence and the height,
size, material, color or type thereof shall not adversely affect Lessee, Lessee's Facilities, or
Lessee's operations on the Site.
(i) Lessee shall comply with Lessor's reasonable rules and requirements
applicable to all persons that enter the Landfill as may be noticed to Lessee in writing from time
to time, and shall cause its officers, directors, employees, agents, contractors, and invitees to
comply with such rules and requirements when crossing Lessor's property for ingress to or egress
to and from the Site or when on Lessor's property for other purposes related to the transactions
contemplated in this Lease, and shall cause its officers, directors, employees, agents, contractors,
and invitees to comply with such rules and requirements.
0) Lessee will punctually pay, discharge and satisfy all water, gas, telephone,
electricity, and power charges and other like payments ("Utility Payments"), charged on or in
respect of the Lessee's Facilities or Lessee's use of the Site, and if Lessee defaults in payment of
such Utility Payments, Lessor may (but shall not be required to) pay the same and in addition to
Lessor's other rights, powers and remedies under this Lease, may recover the same from Lessee.
Notwithstanding anything herein to the contrary, Lessee shall not be responsible for any Utility
Payments incurred by or on behalf of the use of any portion of the Site by Lessor or its agents,
employees or contractors. At any time that any Utility Payments that Lessee must pay remain
unpaid and uncontested later than thirty (30) days after they become delinquent, Lessor may give
written notice to Lessee of its default, specifying the default. If Lessee continues to fail to pay any
Utility Payments, or to contest them in good faith within ten (10) days after the written notice,
Lessor may pay the items specified in the notice, and Lessee will, on demand, reimburse Lessor
any amount paid or expended by Lessor for this purpose, plus interest at the rate of one and one-
half percent (1.5%) above the fluctuating prime rate of interest announced publicly by Wells Fargo
Bank, N.A., or its successor entity, from time to time as its reference rate, until Lessee has
reimbursed Lessor in full.
(k) In the case of an Emergency Condition, Lessor may take any action as may
be reasonably necessary to resolve or rectify any such Emergency Condition, in accordance with
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good engineering practice and all Applicable Laws, without consulting with or obtaining input
from Lessee. For purposes of this Lease, "Emer2encv Condition" means a condition or situation
at the Landfill that presents an imminent or current physical threat or danger to life or health or
presents an imminent or current physical threat to property or the environment, including, but not
limited to, any condition that has or is likely to result in a material breach of a site permit or a
material breach of Applicable Laws, including, but not limited to, any Environmental Law. For
purposes of this definition, "material breach" means a breach that could result in the imposition of
any penalties, fines or other criminal or civil liabilities or obligations or the suspension or
revocation of any permit, license, or approval, or could necessitate the taking of immediate
remedial or corrective actions.
(1) Lessor may curtail, suspend, or cease operation of the Landfill as an active
waste disposal facility at any time, in its sole discretion. Lessee acknowledges and agrees that wastes
delivered to the Landfill may vary materially in quantity and substance. Lessor may take any and all
actions reasonably required by, and to the extent necessary to comply with, the Lease and any laws,
rules, regulations, permits, licenses and other governmental requirements relating to the Landfill.
(m) Lessee shall not allow any condition to exist on the Site that constitutes a
public or private nuisance.
6. Taxes and Assessments. Unless real estate taxes and assessments are separately
assessed against and with respect to the Site, in which case Lessee shall be responsible for payment
of such taxes and assessments, Lessor will promptly pay all taxes and assessments against the Site
as and when they become due, except that Lessee shall reimburse Lessor for any increase in real
estate taxes and assessments, and for any other taxes or assessments paid by Lessor that are
attributable to the presence of Lessee's Facilities on the Site or to Lessee's use of the Site, within
thirty (30) days after written demand therefor accompanied by tax bills and other reasonable
evidence thereof. Lessor and Lessee agree that they will cooperate, at Lessee's sole cost, to request
that the Site and Lessee's Facilities be separately assessed, if Lessor and Lessee each desire to
cause the Site to be a separate tax parcel.
7. Destruction. If Lessee's Facilities located on the Site are totally or substantially
damaged or destroyed by any cause during the Term of this Lease, Lessee may rebuild and restore
Lessee's Facilities in accordance with the terms of and to the extent consistent with the LFG
Agreement.
8. Permits and Approvals. Lessee shall obtain all permits, authorizations, consents,
licenses and approvals (or modifications of any of the foregoing) required to be obtained with
respect to the activities contemplated herein and in the LFG Agreement and shall maintain such
permits and authorizations in effect at all times during the term of this Lease. All applications,
filings or communications with third parties in connection with any of the foregoing shall be
subject to Lessor's prior review and written approval, which shall not be unreasonably withheld.
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Lessor agrees to reasonably cooperate with Lessee, at Lessor's expense, in making any application
for and obtaining all licenses, permits, and any and all other necessary approvals that may be
required for Lessee's intended use of the Site. Notwithstanding the foregoing, Lessor may elect,
at its sole cost and expense, to participate in any hearings, proceedings or other procedures, and
with the preparation of any environmental impact reports or studies required in connection with
any permits, authorizations or easements related to the installation, construction or expansion of,
modification or addition to, or operation, repair or maintenance of Lessee's Facilities. If at any
time during the Term of this Lease, Lessor is required to obtain or modify any of its respective
permits, licenses or approvals that it would not have been required to obtain and/or modify but for
this Lease or Lessee's activities or operations, Lessee shall be responsible for all costs and
expenses of Lessor with respect to their obtaining and/or modifying such permits, licenses or
approvals; provided, however, for abundance of clarity, Lessee shall not be required to pay or
reimburse Lessor for any costs and expenses associated with any permits, licenses or approvals
that are required for compliance with Lessor's operations at the Landfill and not as a result of this
Lease or Lessee's activities or operations. Lessee agrees to make available to Lessor copies of all
environmental information reports, environmental impact reports, air impact assessment studies,
environmental applications filed and other necessary available data in its possession relating to the
Landfill or Lessee's Facilities, which materials are reasonably necessary for Lessor to possess in
connection with this Lease and shall be treated as Confidential Information as provided in this
Lease.
9. Environmental.
(a) During the Term of this Lease, Lessee shall comply with all Environmental
Laws and Environmental Permits (as defined below) applicable to the operation or use of the Site,
will cause all other persons occupying or using the Site to comply with all such Environmental
Laws and Environmental Permits, will promptly pay prior to delinquency or cause to be paid all
costs and expenses incurred by reason of such compliance, and will obtain and renew all
Environmental Permits required for operation or use of the Site.
(b) Lessee shall not generate, use, treat, store, handle, release or dispose of, or
permit the generation, use treatment, storage, handling, release or disposal of Hazardous Materials
(as defined below) on the Site, or transport or permit the transportation of Hazardous Materials to
or from the Site except for the types and quantities used or stored at the Site and required in
connection with the operation and maintenance of the Site for the Permitted Use, and then only in
compliance with all applicable Environmental Laws and Environmental Permits.
(c) Lessee will immediately advise Lessor in writing of any of the following: (i)
any pending or threatened (in writing) Environmental Claim against Lessee relating to the Site;
and (ii) the actual or anticipated taking of any removal or remedial action by Lessee in response to
the actual or alleged presence of any Hazardous Material on the Site not otherwise permitted
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hereunder. All such notices shall describe in reasonable detail the nature of the claim,
investigation, condition, occurrence or removal or remedial action and Lessee's response thereto.
In addition, Lessee will provide Lessor with copies of all communications regarding the Site with
any government or governmental agency relating to actual or alleged violations of Environmental
Laws, all such communications with any person relating to Environmental Claims, and such
detailed reports of any such Environmental Claim as may reasonably be requested by Lessor.
(d) Lessee agrees to defend, indemnify and hold harmless Lessor and any
City Persons or agents, representatives, co -venturers, contractors or servants of Lessor or
City Persons (the "Indemnitees") from and against all obligations (including removal and
remedial actions), losses, claims, suits, judgments, liabilities, penalties, damages (including
consequential and punitive damages), costs and expenses (including attorneys' and
consultants' fees and expenses) of any kind or nature whatsoever that may at any time be
incurred by, imposed on or asserted against such Indemnitees directly or indirectly based
on, or arising or resulting from (i) the presence of Hazardous Materials in, on or under the
Site which is caused by Lessee or Lessee's employees, agents, contractors, representatives
or invitees and (ii) any Environmental Claim arising from or attributable to Lessee's
operation or use of the Site (the "Hazardous Materials Indemnified Matters"), except in
each case to the extent caused by Lessor, a Landfill Operator or any of its agents or any
other Indemnitee.
(e) Definitions.
(i) "Hazardous Materials" means (1) petroleum or petroleum products,
natural or synthetic gas, asbestos in any form that is or could become friable, urea
formaldehyde, foam insulation, and radon gas; (2) any substances defined as or
included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "extremely hazardous wastes," "restricted hazardous
wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants," or
words of similar import, under any applicable Environmental Law; and (3) any
other substance exposure which is regulated by any governmental authority.
(iv) `Environmental Permits" means all permits, approvals, identification
numbers, licenses and other authorizations required under any applicable Environmental
Law.
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(f) The provisions of this Section 9 shall survive the expiration or sooner
termination of this Lease.
10. Condemnation. If the Site or a part thereof sufficient to substantially interfere with
the business for which the Site is used, shall be condemned, appropriated, or otherwise taken, or
access to the Site be impaired by right of eminent domain, Lessee shall have the right to terminate
this Lease on thirty (30) days written notice to Lessor provided that the election to terminate shall
be made within ninety (90) days after the extent of the taking is known to Lessee. Lessee shall
have not claim to any damages and awards for condemnation of interests in the Site and the
easement areas shall as set forth in the Lease; provided, however, that Lessee shall be entitled, but
shall not be obligated, to bring a separate claim against the condemning entity (but not Lessor) for
damage to Lessee's business and Lessee's Facilities by reason of the condemnation (except the
loss of the leasehold estate herein created) and for or on account of any cost or loss to which Lessee
might be put in removing Lessee's fixtures, leasehold improvements and equipment.
11. Default.
(a) If Lessee is in default with respect to any covenants, conditions, agreements
or provisions herein contained, and Lessee fails to cure any such default within thirty (30) days
after receipt of Lessor's written notice of the default (provided that if any such default is capable
of cure, but cannot be cured within the thirty (30)-day period with reasonable diligence taking into
consideration the nature of the circumstances, Lessee may have additional time to cure the default,
but in no event longer than one hundred eighty (180) days, if, within the initial thirty (30)-day
period, Lessee makes commercially reasonable efforts to commence to cure the default and
continues to pursue cure of the default diligently during the additional one hundred eighty (180)
day period), then Lessor shall have the right to (i) terminate this Lease upon written notice to
Lessee, (ii) cure such default and recover the costs thereof, together with interest at the lesser of
twelve percent (12%) or the maximum legal rate permitted by applicable law, from the Lessee as
additional rent hereunder, or (iii) pursue any other right and remedy now or hereafter available
under the laws or judicial decisions or in equity of the state in which the Site is located.
Notwithstanding the foregoing, if any breach or default by Lessee under this Lease subjects Lessor
to any risk of default, loss, liabilities, legal actions, penalties, fines, etc., with respect to the Lease
or any permits or authorization relating to Lessor's primary activities as described in Section 1(b),
Lessee's right to cure shall be for a period equal to ten (10) business days or such lesser period as
may be mandated by any applicable regulatory authority with respect to Lessor's obligation to cure
or rectify any violations relating to is permits or other authorizations.
(b) If Lessor is in default with respect to any of its covenants herein contained,
Lessee may (i) terminate this Lease if Lessor fails to cure any such default within thirty (30) days
following receipt of Lessee's written notice of the default (provided that if any such default is
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capable of cure, but cannot be cured within the thirty (30)-day period with reasonable diligence
taking into consideration the nature of the circumstances, Lessor may have additional time to cure
the default, but in no event longer than one hundred eighty (180) days, if within the initial thirty
(30)-day period, Lessor makes commercially reasonable efforts to commence to cure the default
and continues to pursue cure of the default diligently during the additional one hundred eighty
(180) day period), or (ii) pursue any other right and remedy now or hereafter available under the
laws or judicial decisions or in equity of the state in which the Site is located.
(c) If either party waives a default by the other party, such waiver shall not be
construed or deemed to be a continuing waiver of any subsequent breach or default on the part of
either party.
12. Prohibition Against Lessee Creating Liens. Except to the extent permitted pursuant
to Section 16 below, nothing in this Lease contained shall authorize Lessee to do any act that will in
any way encumber (except to the extent this Lease creates such an encumbrance) the title of Lessor
in and to the Site, nor shall the interest or estate of Lessor in the Site be in any way subject to any
claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or
implied contract by Lessee, and any claim to or lien upon the Site arising from any act or omission of
Lessee shall accrue only against the leasehold estate of Lessee and shall in all respects be subject and
subordinate to the paramount title and rights of Lessor in and to the Site and the buildings and
improvements thereon. Lessee will not permit the Site to become subject to any mechanic's, laborer's
or material man's lien on account of labor or material furnished to Lessee in connection with work of
any character performed or claimed to have been performed on the Site by or at the direction or
sufferance of Lessee; provided, however, that Lessee shall have the right to contest in good faith and
with reasonable diligence the validity of any such lien or claimed lien. If any lien is claimed, filed,
or recorded with respect to the Site in violation of the provisions of this Section, Lessee shall remove
any such lien, or bond over the lien to Lessor's reasonable satisfaction, as required by the Lease or
within thirty (30) days, whichever sooner, or Lessee shall be in breach of this Lease. Upon request,
Lessee shall provide Lessor with copies of lien waivers evidencing payment for all labor and materials
furnished with respect to Lessee's Facilities.
13. Insurance. At all times during the Term of this Lease, Lessee shall obtain and maintain
the same insurance coverages required under the LFG Agreement. Lessee shall name Lessor as an
additional insured, in its capacities as Lessor, and shall furnish Lessor with certificates of insurance
which shall state that such insurance shall not be cancelled without thirty (30) days prior written notice
to Lessor.
14. Liability.
(a) Lessee Liabilitv. LESSEE SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
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CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF ANY OF THE DEVELOPER PERSONS IN PERFORMANCE OF
LESSEE'S OBLIBGATIONS UNDER THIS LEASE.
(b) Lessor Liability. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, LESSOR, ON BEHALF OF ITSELF AND ANY CITY PERSONS,
HEREBY AGREES NOT TO CLAIM AND WAIVES ANY CLAIMS OR DEFENSES OF
GOVERNMENTAL OR SOVEREIGN IMMUNITY FOR ANY LIABILITY AS TO CLAIMS
MADE BY LESSEE ARISING UNDER THIS LEASE, BUT NOT THIRD PARTY CLAIMS.
15. Warranty.
(a) Lessee represents and warrants that: (i) Lessee is a limited liability
company, duly organized, validly existing, and in good standing under the laws of the State of
Delaware and is qualified to do business in the State of Texas; (ii) Lessee has full power and
authority to execute, deliver and perform its obligations under this Lease; (iii) the execution,
delivery and performance of this Lease by Lessee have been duly and validly authorized by all
necessary action on the part of Lessee; and (iv) the execution and delivery of this Lease by Lessee
and the performance of the terms, covenants and conditions contained herein is permitted under
all agreements to which Lessee is a party, including financing agreements, and will not violate the
certificate of formation or incorporation, governing documents, or bylaws of Lessee, or any order
of a court or arbitrator, and will not conflict with and will not constitute a material breach of, or
default under, the provisions of any material contract by which Lessee is bound.
(b) Lessor represents and warrants that: (i) Lessor is a home rule municipal
corporation duly organized, validly existing, and in good standing under the laws of the State of
Texas and is qualified to do business in the State of Texas; (ii) Lessor has full power and authority
to execute, deliver and perform its obligations under this Lease; (iii) the execution, delivery and
performance of this Lease by Lessor have been duly and validly authorized by all necessary action
on the part of Lessor; and (iv) the execution and delivery of this Lease by Lessor and the
performance of the terms, covenants and conditions contained herein is permitted under all
agreements to which Lessor is a party, including financing agreements, and will not violate the
certificate of formation or incorporation, governing documents, or bylaws of Lessor, or any order
of a court or arbitrator, and will not conflict with and will not constitute a material breach of, or
default under, the provisions of any material contract by which Lessor is bound
16. Easements.
(a) Subject to the prior written consent of Lessor, Lessor agrees to grant to
Lessee, and/or to the appropriate utility providers, whether public, private or quasi -public,
easements across the Site and the Landfill (in form and substance satisfactory to Lessor in its sole
discretion) and across property contiguous with the Site that is owned by Lessor and that may be
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reasonably necessary in connection with Lessee's construction and operation of Lessee's
Facilities, including, without limitation, for pipelines to transport the Landfill Gas, sewer service,
stormwater management, and for the provision of electric service, all at locations and pursuant to
terms and conditions acceptable to Lessor in its sole discretion. To the extent permitted by any
such easement agreement, or as agreed to in writing by Lessor and the grantee of such easement
rights, Lessor, may, from time to time, upon not less than sixty (60) days' prior written notice and
at its sole cost and expense, change the locations of any such easements to the extent Lessor deems
it necessary to be consistent with Lessor's priority of operations at the Landfill as described herein.
(b) Lessee shall be responsible for all costs and expenses relating to
documenting and recording any easements to be granted hereunder. Should easements become
necessary for Lessee to construct or operate Lessee's Facilities and provided such easements in no
manner impair the operation of the Landfill or increase Lessor's obligations under this Lease, as
determined by Lessor in Lessor's sole discretion, then the parties shall mutually agree upon the
location of such easements, subject to the prior written consent of Lessor. At the time in which
Lessee desires any easements upon the Landfill, Lessee shall provide Lessor with such
information, drawings, legal descriptions, description of the need for the easements and other
information as may be required by Lessor, for Lessor to evaluate the need and potential impact
upon the operation of the Landfill or Lessor's obligations hereunder and to obtain the prior written
consent of Lessor.
(c) Any easements granted to Lessee or any third parties in connection with this
Lease shall (i) be non-exclusive in nature, and (ii) automatically terminate upon the termination or
expiration of this Lease or the removal of Lessee's Facilities pursuant to this Lease and the LFG
Agreement, whichever is sooner, unless otherwise agreed to in writing by Lessor and Lessee.
Lessee shall have no other or further easements upon or under the Landfill except as set forth
above. Lessee is solely responsible for its work conducted on, and the repair and maintenance of
facilities located on, any real property affected by the easements, and, in conducting any work on
the easements, Lessee at its sole cost will provide erosion protection, sediment control, and will
return any disturbed land to substantially the same condition existing prior to such work.
17. Estotmel Certificates. Each party hereto agrees, not later than ten (10) days
following the written request of the other, to execute and deliver to the requesting party a written
declaration made to the certifying party's knowledge: (a) ratifying this Lease; (b) confirming the
commencement and expiration dates of the term of this Lease; (c) certifying that Lessee is in
occupancy of the Site; and (d) stating any known defaults of this Lease by Lessor or Lessee, and
(e) such other information that the requesting party may reasonably request.
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18. Assignment. Lessor may assign this Lease without the necessity of obtaining
Lessee's consent but with written notice to Lessee, but any such sale or assignment shall be at all
times subject to this Lease and the rights of Lessee hereunder. In the event Lessee desires to assign
this Lease and the rights of Lessee hereunder to any person or entity, the assignment of this Lease
shall require the prior written consent of Lessor; provided, however, that Lessee may assign this
Lease to an Affiliate of Lessee, provided that such Affiliate executes an agreement satisfactory to
Lessor and Lessor in the reasonable discretion of each, whereby such Affiliate assumes all of the
applicable obligations of Lessee under this Lease. This Lease shall not be assigned by Lessee
separate and apart from the LFG Agreement.
19. Brokerage. Lessor and Lessee represent that they have dealt with no broker or agent
with respect to this Lease or the negotiation and execution hereof. Each parry hereby indemnifies
and saves and holds the other parry harmless against any claims for brokerage commissions or
compensation or other claims of any kind (including reasonable attorney's fees and costs) arising
out of a breach of the foregoing representation by the indemnifying party.
20. Conflicts with LFG Agreement. In the event of any conflict between the provisions
of this Lease and the provisions of the LFG Agreement, as may be amended, the provisions of the
LFG Agreement, as may be amended, shall prevail.
21. Subordination. Upon the full execution and delivery of a subordination, non -
disturbance and attornment agreement (an "SNDA") by and among Lessor, Lessee, and any
mortgagee of Lessor in form and substance reasonably acceptable to the parties thereto, this Lease
shall be subject and subordinate, at all times, to the lien of any mortgages or deeds of trust which
now or hereinafter become a lien against the Site. Lessee agrees to execute such documents as
may be reasonably required to make this Lease prior to the lien of any mortgage or deed of trust,
as the case may be. Lessor shall use commercially reasonable efforts to promptly obtain an SNDA
from the holder of any current and valid mortgage created by, through or under Lessor.
22. Force Majeure.
(a) If either parry is rendered unable, wholly or in part, by the occurrence of a
Force Majeure Event to carry out its obligations under this Lease, that party shall give to the other
parry prompt written notice of the event, which notice shall include a description of the nature of
the event, its cause and possible consequences, its direct impact on the parry's inability to perform
all or any part of its obligations under this Lease, the expected duration of the event, and the steps
being taken or proposed to be taken by the affected parry to overcome the event; thereupon, the
obligations of the party giving the notice shall be suspended (a) during, but no longer than, the
continuance of the event, and (b) only with respect to the party's specific obligations hereunder
affected by the event.
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23. Amendment. This Lease may only be modified, amended, or supplemented by an
instrument in writing executed by Lessee and Lessor.
24. Governiniz Law; Venue and Jurisdiction. This Lease shall be governed by and
construed in accordance with the internal laws of the State of Texas, without giving effect to any
choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Texas. For
the purposes of any suit, action or other proceeding arising out of or relating to this Lease, each
party to this Lease irrevocably submits, to the fullest extent permitted by Applicable Law, to the
exclusive jurisdiction of the United States District Court for the Northern District of Texas, Fort
Worth Division, and the appellate courts having jurisdiction of appeals in such courts. For the
purposes of any suit, action or other proceeding arising out of or relating to this Lease, each party
irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any
objection to the laying of venue in the United States District Court for the Northern District of
Texas, Fort Worth Division, and hereby further irrevocably and unconditionally waives, to the
fullest extent permitted by Applicable Law, and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum. Each party irrevocably consents, to the fullest extent permitted by Applicable Law, to
service of process in connection with any such suit, action or other proceeding by registered mail
to such party at its address set forth in this Lease, in accordance with the provisions of Section 26.
The consent to jurisdiction set forth in this Section 24 shall not constitute a general consent to
service of process in the State of Texas and shall have no effect for any purpose except as provided
in this Section 24. The parties hereto agree that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by Applicable Law.
25. Intentionally Omitted.
26. Notices. All notices or other communications required or permitted under this
Lease shall be in writing and may be given by depositing the same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or certified with return receipt
requested, by email, by overnight courier or by delivering the same in person to such parry. Notices
shall be deemed given and effective the day personally delivered or the day after being sent by
overnight courier, subject to signature verification. Any party may change the address for notice
by notifying the other parties of such change in accordance with this Section. Such notice shall be
addressed as follows:
If to Lessor, addressed to it at:
City of Fort Worth
Environmental Services Department
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: James (Jim) Keezell
E-mail: James.Keezell@fortworthtexas.gov
CONFIDENTIAL
With a copy to
City Manager's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
and
City Attorney's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
If to Lessee, addressed to it at:
Archaea Energy Operating LLC
201 Helios Way, Floor 6
Houston, TX 77079
Attn: Legal Notices
Email: Legal@archaea.energy
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27. Headings. Headings or captions herein are merely for convenience and are not a
part of this Lease and shall not in any way modify or affect the provisions of this Lease.
28. No Waiver. No delay or omission to exercise any right or power shall be construed
to be a waiver of any default or acquiescence therein or a waiver of any right or power, and every
such right and power may be exercised from time to time and as often as may be deemed expedient.
Either party's acceptance of any performance due hereunder that does not comply strictly with the
terms hereof shall not be deemed to be waiver of any right of such party to strict performance by
the other parry. Acceptance of past due amounts or partial payments shall not constitute a waiver
of full and timely payment of any sums due hereunder.
29. Electronic Signatures; Counterparts. Electronic signatures (including, without
limitation, portable document format) of the parties shall be acceptable for all purposes. This Lease
may be executed in two or more originals or electronic counterparts, each of which shall be deemed
an original and all of which together shall constitute but one and the same instrument.
30. Severability. If any term or provision of this Lease should be held invalid or
unenforceable, the parties to this Lease shall endeavor to replace such invalid terms or provisions
by valid terms and provisions that correspond to the best of their original economic and general
intentions. The invalidity or unenforceability of any term or provision hereof shall not be deemed
to render the other terms or provisions hereof invalid or unenforceable.
31. Entire Agreement. This Lease constitutes the entire agreement between Lessee and
Lessor relating to the subject matter hereof and supersede all prior written and oral agreements and
understandings and all contemporaneous oral representations or warranties in connection
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therewith. Neither Lessee nor Lessor have made and do not make any representations or
warranties, expressed or implied, except as herein specifically set forth, and Lessee and Lessor
hereby expressly acknowledge that no such representations or warranties have been made by the
other party.
32. Compliance with Laws. Each party to this Lease shall comply with any and all
Applicable Laws, orders, judgments or otherwise, of courts or regulatory bodies having
jurisdiction that affect such party's duties, obligations and performance pursuant to this Lease.
Lessor and Lessee shall timely make any necessary regulatory filings and make copies of such
filings available to the other party.
33. Interpretation. The terms and provisions of this Lease are not to be construed more
liberally in favor of, nor more strictly against, either parry. To the extent the covenants of the
parties under this Lease create obligations that extend beyond the termination or expiration of this
Lease, the applicable provisions of this Lease shall be deemed to survive such termination or
expiration for the limited purpose of enforcing such covenants and obligations in accordance with
the terms of this Lease. All exhibits and schedules attached hereto are incorporated herein by this
reference.
34. Further Assurances. The parties shall perform all such acts (including, without
limitation, executing and delivering instruments and documents) as reasonably may be necessary
to fully effectuate the intent and each and all of the purposes of this Lease, including consents to
any assignments, transfers, subleases, or easements permitted hereunder.
35. No Partnership. Nothing contained in this Lease shall be construed to create any
association, trust, partnership, or joint venture or impose a trust or partnership, duty, obligation, or
liability or an agency relationship on, or with regard to, either party. Neither party hereto shall
have the right to bind or obligate the other in any way or manner unless otherwise provided for
herein.
36. Third Partv Beneficiaries. This Lease is intended to be solely for the benefit of the
parties hereto and their successors and permitted assignees and is not intended to and shall not
confer any rights or benefits on any other third party not a signatory hereto.
37. WAIVER OF DAMAGES; NON -RELIANCE. EXCEPT IN CONNECTION WITH
CLAIMS BY THIRD PARTIES THAT ARE NOT AFFILIATES OF THE PARTIES HERETO,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,
INDIRECT, LOSS OF USE, LOST PROFITS, OR CONSEQUENTIAL (OTHER THAN
ACTUAL AND DIRECT) DAMAGES ARISING UNDER OR OUT OF THIS LEASE OR THE
TRANSACTIONS CONTEMPLATED IN THIS LEASE. EXCEPT FOR THE EXPRESS
REPRESENTATIONS OF WARRANTIES SET FORTH HEREIN, AND IN THE LFG
AGREEMENT, LESSEE HAS NOT RELIED UPON, AND WILL NOT ASSERT THAT IT HAS
RELIED UPON, ANY INFORMATION REGARDING LESSOR, THE LANDFILL, THE
LANDFILL GAS OR THE TRANSACTIONS CONTEMPLATED BY THIS LEASE, AND
NONE OF LESSOR OR ANY OF ITS AFFILIATES SHALL HAVE OR BE SUBJECT TO ANY
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LIABILITY TO LESSEE OR ANY OTHER PERSON RESULTING FROM THE FURNISHING
TO LESSEE OR ITS AFFILIATES, OR LESSEE'S OR ITS AFFILIATES' USE OF OR
RELIANCE ON, ANY SUCH INFORMATION OR ANY INFORMATION, DOCUMENTS OR
MATERIALS MADE AVAILABLE TO LESSEE OR ITS AFFILIATES IN ANY FORM IN
EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS
CONTEMPLATED BY THIS LEASE.
[Signature page follows]
CONFIDENTIAL
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IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease to be effective
as of the date first set out above.
LESSOR:
CITY OF FORT WORTH, TEXAS,
a Texas home rule municipal corporation
By:
Name:
Title:
LESSEE:
ARCHAEA ENERGY OPERATING LLC,
a Delaware limited liability company
By:
Name:
Title:
[Signature Page - Site Lease Agreement]
SCHEDULE A
SITE DESCRIPTION
FL Mr.
E .Ty'+'.: E
Note: Site is generally shown above. Exact boundary of Site to be determined by Survey as
set forth in the Lease.
CONFIDENTIAL
EXHIBIT F
Execution Copy
MUTUAL AGREEMENT REGARDING THE BENEFICIAL USE OF LANFILL GAS
AND
SIXTH AMENDMENT TO THE LEASE
(see attached)
City Secretary Contract Number 63625 Execution Copy
MUTUAL AGREEMENT
REGARDING BENEFICIAL USE OF LANDFILL GAS
This MUTUAL AGREEMENT REGARDING BENEFICIAL USE OF LANDFILL GAS
(this "Agreement") is entered into as of the 24th day of July, 2025 (the "Effective Date"), by and between
the CITY OF FORT WORTH, TEXAS, a home -rule municipal corporation of the State of Texas, acting
herein by and through its Assistant City Manager, Valerie Washington (the "Ci1y"), and ALLIED
WASTE SYSTEMS, INC., a Delaware corporation, duly authorized to do business in the State of Texas,
acting by and through its duly authorized representative ("Lessee").
WITNESSETH:
WHEREAS, the City and Lessee entered into that certain Agreement to Lease and Operate
Southeast Landfill, known as City Secretary Contract No. 28336 (such agreement, as amended, the "Lease
and Operating Agreement"), dated as of January 28, 2003, for the lease and operation of the City's
Southeast Landfill, pursuant to the terms of that certain RFP 02-0087, issued by the City; and
WHEREAS, Section 2.08 of the Lease and Operating Agreement provides that the rights to
beneficially use or commercially exploit landfill gas generated from the Southeast Landfill will be by
mutual agreement of the City and Lessee; and
WHEREAS, the City and Archaea Energy Operating, LLC, a Delaware limited liability company
("Developer"), desire to enter into that certain Landfill Gas Rights Development Service Agreement (the
"Landfill Gas Rights Development Service Agreement") whereby Developer will develop, construct, own,
operate and maintain a facility at the Southeast Landfill for the beneficial use and commercial exploitation
of landfill gas generated from the Southeast Landfill (the "LFG Proiect"); and
WHEREAS, the City and Lessee desire to execute this Agreement to evidence the City and
Lessee's mutual agreement to the LFG Project, as required pursuant to Section 2.08 of the Lease and
Operating Agreement; and
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed, the City and Lessee agree as follows:
TERMS AND CONDITIONS
Recitals; Capitalized Terms. The recitals set forth above are true and correct and are
hereby incorporated herein by reference. Any capitalized terms used in this Agreement but not defined in
this Agreement shall have the same meaning ascribed to such capitalized terms in the Lease and Operating
Agreement. Any capitalized terms used in this Agreement but not defined in this Agreement that are not
defined in the Lease and Operating Agreement shall have the meaning ascribed to such capitalized terms
in the Landfill Gas Rights Development Service Agreement.
2. Mutual Agreement Regarding the Landfill Gas Rights Development Service
Agreement. As required pursuant to Section 2.08 of the Lease and Operating Agreement, and in
consideration of the Payments set forth in Section 3 herein, (i) the City and Lessee mutually agree to the
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LFG Project, and (ii) Allied hereby acknowledges that the Landfill Gas Rights Development Service
Agreement grants to Developer the rights to beneficially use and commercially exploit the landfill gas at
the Landfill and Allied does not object to such. Notwithstanding anything to the contrary set forth in this
Agreement or otherwise, except as expressly set forth in the immediately following sentence, Section 2.08
of the Lease and Operating Agreement is not amended, modified, superseded or deleted by this Agreement
and (a) items (i) and (ii) of Section 2.08 of the Lease and Operating Agreement remain applicable and
binding on the parties hereto with respect to the LFG Project, and (b) Section 2.08 of the Lease and
Operating Agreement remains applicable and binding on the parties hereto with respect to any new or
additional beneficial use or commercial exploitation of landfill gas from the Southeast Landfill. The City
and Lessee agree that item (iii) of Section 2.08 of the Lease and Operating Agreement shall not apply to
the LFG Project. Notwithstanding the foregoing and solely as between the City and Lessee pursuant to
this Agreement, Lessee agrees that the City will not pay any out-of-pocket municipal funds to any third
party in connection with the LFG Project (other than such funds the City is obligated by contract to pay)
and each of the City and Lessee agree that any and all costs and expenses incurred by Lessee with respect
to Lessee's compliance with the terms of this Agreement (including increases to such costs and expenses
over the life of the LFG Project) shall be deducted equally from Payments due to the City and Lessee
under the Landfill Gas Rights Development Service Agreement.
3. Pavments from the LFG Proiect. From the date the Landfill Gas Rights Development
Service Agreement is executed by the parties thereto until the last to occur of (a) the expiration of the
Term (as defined in the Landfill Gas Rights Development Service Agreement), as such may be extended,
or (b) the completion of Closure (as defined in the Lease and Operating Agreement) and the completion
of all post -Closure maintenance obligations set forth in the Lease and Operating Agreement pursuant to
the Landfill Permits (as defined in the Lease and Operating Agreement) and Applicable Laws (as defined
in the Lease and Operating Agreement) then in force, the City and Lessee shall each be entitled to fifty
percent (50%) of the Payments (as defined in the Landfill Gas Rights Development Service Agreement).
In the event the City receives in excess of fifty percent (50%) of any such Payments that should have been
paid to Lessee, the City shall promptly remit such excess amount to Lessee. In the event Lessee receives
in excess of fifty percent (50%) of any such Payments that should have been paid to the City, Lessee shall
promptly remit such excess amount to the City.
4. Sharing of Information. To the extent not subject to attorney -client privilege, the City
and Lessee agree to provide the other party any information, materials, records, documents and reports
(including if any of such is received from Developer) in such parry's possession or control with respect to
the LFG Project and the determination and payment of Payments.
5. Amendment of Landfill Gas Rights Development Service Agreement. The City shall
not amend or modify, or agree to any amendment or modification of, the Landfill Gas Rights Development
Service Agreement as provided to Lessee by City in connection with securing Lessee's signature to this
Agreement, without the prior written approval of Lessee, such approval to be exercised in the sole and
absolute discretion of Lessee.
6. Conflicting Provisions. Notwithstanding anything to the contrary set forth in this
Agreement or otherwise, other than the terms of the first sentence of Section 2.07 and Section 2.08 of the
Lease and Operating Agreement, the parties hereto acknowledge and agree that the terms of the Lease and
Operating Agreement (including as such is amended in connection with the LFG Project) do not, and are
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not intended to, apply to this Agreement, the development, construction, ownership, operation and
maintenance of the LFG Project or the Landfill Gas Rights Development Service Agreement and that
Lessee's sole obligations with respect to the LFG Project and the Landfill Gas Rights Development
Service Agreement are those obligations expressly set forth in this Agreement and the Project Site
Sublease (as defined in the Landfill Gas Rights Development Service Agreement). In the event of a
conflict between the terms or provisions of this Agreement and the terms and provisions of either or both
of the Lease and Operating Agreement and/or the Landfill Gas Rights Development Service Agreement,
the terms and provisions of this Agreement will control and prevail. In the event of a conflict between the
terms or provisions of the Lease and Operating Agreement and the terms or provisions of the Landfill Gas
Rights Development Service Agreement, the terms and provisions of the Lease and Operating Agreement
will control and prevail.
7. Lessee's Obligations with Resuect to the LFG Proiect. Regardless of any language to
the contrary in this Agreement or the Lease and Operating Agreement, Lessee shall comply with the
following solely with respect to the LFG Project and solely if such is an obligation of Lessee and the City
shall cause Developer to comply with the following if such is an acknowledgement or obligation of
Developer:
a. Proiect Site Sublease. Upon the execution and delivery of this Agreement and the
Sixth Amendment to the Lease and Operating Agreement by the City and Allied, Lessee
agrees to execute and deliver the sublease agreement, substantially in the form set forth in
Attachment 1 (the "Proiect Site Sublease"), to Developer.
b. Interconnection. Lessee shall use reasonable, good faith efforts to cooperate with
respect to the interconnection between the Collection System and the RNG Production
Facilities and such interconnection shall be subject to the written consent of the City and
Lessee, which will not be unreasonably withheld, conditioned, or delayed by the City or
Lessee (Lessee shall not have any liability with respect to the City's failure to provide or
delay in providing such consent). The City shall cause any costs and expenses of all such
interconnection between the Collection System and RNG Production Facilities and
maintenance with respect to such interconnection to be paid by Developer.
C. Permits. Lessee shall reasonably cooperate with Developer in the application for
and acquisition of all necessary Permits in connection with the development or operation
of the Project and RNG Production Facilities, provided, (1) that copies of all applications
for such Permits shall be provided to Lessee and Lessee shall have thirty (30) days to
review such prior to Developer filing such with any Governmental Authority and
Developer shall consider any comments and changes with respect thereto in good faith but
shall have no obligation to implement any comments or changes, and (2) if Lessee is
required to obtain or modify any of its permits, licenses, authorizations or approvals that it
would not have been required to obtain and/or modify but for this Agreement or
Developer's activities or operations at the Landfill, Developer shall be responsible for all
costs and expenses of Lessee with respect to Lessee obtaining and/or modifying such
permits, licenses, authorizations or approvals; provided, however, Developer shall not be
required to pay or reimburse Lessee for any costs and expenses associated with any permits,
licenses, authorizations, or approvals that are required for compliance with Lessee's
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operations at the Landfill and not as a result of this Agreement or Developer's activities or
operations at the Landfill. Such Permits and such permits, licenses, authorizations or
approvals shall not have an adverse impact or effect on Lessee's construction, installation,
management, operation, maintenance, repair and/or modification of and to the Landfill or
with respect to Lessee's rights or obligations provided in the Lease and Operating
Agreement.
d. Plant Condensate. Developer shall, at its sole cost and expense, install and operate
one or more holding tanks for the temporary storage of Plant Condensate. Following the
Commercial Operations Date and prior to the discharge of any Plant Condensate in the
Landfill's wastewater treatment system, Developer shall sample its Plant Condensate in
the applicable holding tank and have a qualified third party agreed to in writing by the City,
Developer and Lessee (which approval shall be not unreasonably withheld, conditioned, or
delayed by any party) characterize the Plant Condensate. The scope of characterization
shall be approved in writing by each of the City, Developer and Lessee (which approval
shall be not unreasonably withheld, conditioned, or delayed by any parry) and the results
of such characterization shall be provided by Developer to each of the City and Lessee.
Unless the results of such sampling indicate that (i) the Plant Condensate is
characteristically hazardous under any Applicable Law or hazardous under any Applicable
Law, (ii) the Plant Condensate exceeds applicable limits or conditions in Lessee's permits,
licenses, authorizations or approvals for the handling, transportation or disposal thereof
(including the applicable limits or conditions in the City's permits, licenses, authorizations
or approvals for the handling, transportation or disposal thereof), or (iii) the Plant
Condensate does not meet the requirements for handling and disposal of Lessee and its
affiliated entities as applied to other solid waste landfills set forth in the internal guidelines
of Lessee and its Affiliates (as such may be amended from time -to -time, a copy of which
shall be provided to City upon request), Lessee agrees to (Y) accept such Plant Condensate
tendered by Developer to the condensate delivery point agreed to in writing by the City,
Developer and Lessee for handling in the Landfill's wastewater treatment system utilizing
such measures as required for compliance with Lessee's permits, licenses, authorizations
or approvals, at no cost to Developer, and (Z) tender such Plant Condensate to the City for
disposal thereof. If Plant Condensate is rejected by Lessee or the City pursuant to sub -
clause (i) above, all costs in connection with the collection, handling, treatment and
disposal of any such rejected Plant Condensate shall be the responsibility of Developer. If
Plant Condensate is rejected by the City pursuant to sub -clause (ii) above or by Lessee
pursuant to sub -clause (ii) or (iii) above, all reasonable, documented and out-of-pocket
costs incurred by Developer in connection with the collection, handling, treatment and
disposal of such rejected Plant Condensate shall be paid by Developer, provided that a total
of fifty percent (50%) of such costs paid by Developer shall be deducted from the Royalty
Payments made to each of the City and Lessee pursuant to the Landfill Gas Rights
Development Service Agreement (for example, if such costs paid by Developer total
$10,000, then a total of $5,000 shall be deducted from the Royalty Payments, allocated as
follows: $2,500 shall be deducted from the Royalty Payments made to the City pursuant to
the Landfill Gas Rights Development Service Agreement and $2,500 shall be deducted
from the Royalty Payments made to Lessee pursuant to the Landfill Gas Rights
Development Service Agreement). Developer shall be responsible for the proper handling,
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treatment, collection, and disposal of Plant Condensate so rejected in compliance with all
Applicable Laws; provided, that upon Developer's delivery of Plant Condensate at the
condensate delivery point agreed to in writing by the City, Developer and Lessee that has
not been so rejected, Lessee shall be responsible for the proper handling thereof in
compliance with all Applicable Laws and shall tender such Plant Condensate to the City
for disposal. Notwithstanding anything to the contrary in this Agreement, (1) Lessee shall
have no obligation to accept or handle Plant Condensate that was not isolated in a holding
tank and analyzed by a third party with respect to its constituent products and concentration
thereof, with the testing thereof in accordance with the procedure set forth in this Section
70d , (2) upon request of Lessee, and within no less than fifteen (15) days of any such
request, Developer shall prepare and deliver to Lessee a draft of a written notification that
complies with Applicable Laws to be provided by Lessee to any applicable Governmental
Authority with respect to any treatment of the inclusion of the Plant Condensate with the
Landfill Condensate, Leachate, and Gas Well Liquids, (3) if the City is unwilling to accept
the Plant Condensate for disposal (including when commingled with the Landfill
Condensate, Leachate, and Gas Well Liquids, provided such Landfill Condensate,
Leachate, and Gas Well Liquids if not so commingled with the Plant Condensate would be
accepted by the City for disposal), for any reason other than sub -clause (i), (ii) or (iii)
above, the City shall be responsible for any costs in connection with the collection,
handling, treatment and disposal of any such rejected Plant Condensate and Lessee shall
have no liability with respect thereto, and (4) Lessee shall have no responsibility for the
extraction of any Gas Well Liquids or the costs or expenses connected with the extraction
of any Gas Well Liquids except as required by the terms of the Lease and Operating
Agreement or otherwise agreed in writing by the City, Lessee and Developer following the
date of this Agreement.
e. Developer Disposal at the Landfill. To the extent permitted by Applicable Laws,
Developer shall have the right to return to Lessee for disposal of in the Landfill any and all
solid waste matter removed from the Landfill as a result of the construction and installation
of any RNG Production Facility, and Lessee shall accept and dispose of the same, at no
cost to Developer (except Developer shall be responsible for collection and transportation
of the same (or the costs and expenses of the collection and transportation of the same) to
the point of disposal designated by Lessee); provided, however, Lessee shall have no
obligation to accept and dispose of the same if (a) the permits, licenses, approvals or
authorizations of the Landfill do not permit such acceptance or disposal, (b) Lessee is
required to pay any governmental taxes or fees with respect to such acceptance or disposal
or to pay the City any amount with respect to such acceptance or disposal, or (c) Developer
introduces any waste, material, liquid, debris or other item therein (including any
Hazardous Materials).
8. Priority of Landfill Operations.
a. Notwithstanding anything in this Agreement to the contrary, the City acknowledges
and agrees (and shall cause Developer to acknowledge and agree) that Lessee's primary
interest and obligation is the safe and efficient operation of the Landfill and the Collection
System, in compliance with Applicable Laws, permit conditions and the terms of the Lease
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and Operating Agreement, and that any interest of Developer in the Landfill Gas shall
remain secondary to the operation, management, permits, and/or compliance with
Applicable Laws of or relating to the Landfill, the collection and disposal of waste at the
Landfill (including the decision regarding waste acceptance and disposal), and the
Collection System and Lessee's compliance with the terms of the Lease and Operating
Agreement. For purposes of this Section, the operation of the Landfill shall be deemed to
include, without limitation, the operations of any Affiliate of Lessee and any third party (or
any affiliated or successor entity engaged in similar or related activities) at the Landfill.
Notwithstanding anything in this Agreement to the contrary, the City acknowledges and
agrees (and shall cause Developer to acknowledge and agree), that the City's and
Developer's rights and interests under the Landfill Gas Rights Development Service
Agreement shall not interfere with Lessee's compliance with any permits, licenses,
approvals or authorizations, Applicable Laws related to the Landfill or the Collection
System, or with the lawful and safe operation of the Landfill and the Collection System,
including, without limitation, the design, division, construction, operation, expansion
(vertical or horizontal), maintenance, and monitoring of the Collection System and/or the
Landfill, or the closure and post -closure of the Landfill. Notwithstanding anything in this
Agreement to the contrary, Lessee shall be free at all times to take any action Lessee deems
necessary or desirable in accordance with industry standard and prudent operating
practices, in Lessee's sole and absolute judgment, in connection with the Landfill,
including, without limitation, any action required to comply with any Applicable Law,
mitigate or eliminate any thermal reaction within the Landfill or to respond to community
concerns, without regard to the effect of such action on the quantity or quality of Landfill
Gas extracted from the Landfill. Upon prior written notice to Developer, Lessee may
operate the blowers and flares independent of Developer, if Lessee deems it necessary;
provided that the notice obligation herein shall be inapplicable in the event of an emergency
or perceived emergency at the Landfill. Notwithstanding anything to the contrary set forth
in this Agreement, (i) in the event of any action or event which (A) in the reasonable
judgment of Lessee may create a health or safety emergency at the Landfill or the RNG
Production Facility or (B) in the reasonable judgment of Lessee may cause damage to the
Landfill or the RNG Production Facility (including equipment), or (ii) if the delivery of
Landfill Gas to Developer may, in the reasonable judgment of Lessee, result in non-
compliance with any Applicable Law, then Lessee may, in addition to any other remedy it
may have under this Agreement, cease delivery of Landfill Gas to Developer, as applicable,
during the existence of any of the foregoing circumstances or conditions, and the
suspension of the delivery of Landfill Gas pursuant to the terms of this sentence shall not
be a breach of this Agreement and shall not give rise to any liabilities or obligations of
Lessee to either of the City or Developer under this Agreement or otherwise, including,
without limitation, consequential or special damages. Subject to this Section 8(a). Lessee
and the City will work together in good faith to attempt to minimize adverse impacts to the
collection of Landfill Gas with respect to flow and Developer's operations resulting from
Lessee's primary interest and obligation; provided, however, that nothing in this
Agreement shall (x) require Lessee to incur costs or expenses in taking any actions that are
not required to be taken by Lessee in this Agreement or the Project Site Sublease with
respect to compliance with Applicable Laws and permits relating to any of the Landfill and
Lessee's operations (without taking into account Developer's activities for purposes of
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making the foregoing determination), or (y) alter the types or quantities of waste received
of and disposed of at the Landfill (including ceasing or reducing disposal of waste which
does not generate any or sufficient Landfill Gas or inhibits the generation of Landfill Gas
or changes the chemical composition or attributes of the Landfill Gas).
b. The City shall cause Developer to acknowledge and agree to Section 8(a) in writing.
9. Indemnity.
a. The Lessee shall indemnify and hold harmless the City and its officers, agents,
servants, and employees from and against any and all suits, actions, legal
proceedings, claims, demands, damages, assessments, costs, expenses, and
attorneys' fees ("Claims") to the extent resulting from an act or omission of the
Lessee, its officers, agents, servants, employees or subcontractors in the
performance of this Agreement. The Lessee shall not, however, be obligated to
indemnify the City for any such Claims arising from a negligent act or omission or
the willful misconduct of or willful failure to act by the City, its officers, agents,
servants, or employees.
b. The provisions of this Section shall survive the termination or expiration of this
Agreement.
10. Counterparts; Electronic Signatures; Binding Nature. This Agreement may be
executed in multiple counterparts by the parties hereto. All counterparts so executed shall constitute one
agreement binding upon all of the parties hereto, notwithstanding that all of the parties hereto are not
signatories to the original or the same counterpart. Each counterpart shall be deemed an original to this
Agreement, all of which shall constitute one agreement to be valid as of the Effective Date. Each party
hereto agrees that this Agreement and any other documents to be delivered in connection herewith may
be electronically signed, and that any electronic signatures appearing on this Agreement, or such other
documents are the same as handwritten signatures for the purposes of validity, enforceability, and
admissibility.
11. Assignment. This Agreement may not be assigned by Lessee without the prior written
consent of the governing body of the City (such consent shall not be unreasonably withheld in the case of
a proposed assignment to an affiliate of Lessee, but may be withheld for any reason or for no reason in
the case of a proposed assignment by Lessee to a non -affiliate). In the event of a delegation of any duty
required under this Agreement, the delegate shall assume responsibility for performance of that duty
without affecting the Lessee's liability. The City may not assign its rights and privileges under this
Agreement without the prior written consent of Lessee (such consent shall not be unreasonably withheld);
in the event of any assignment by the City, this Agreement and the Lessee's rights hereunder shall not be
disturbed but shall continue in full force and effect as a direct lease between the Lessee and the City's
assignee.
12. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
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ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement.
13. Parties Bound. This Agreement is binding on and inures to the benefit of the parties and
their respective successors and assignees when permitted by this Agreement.
14. No Third Partv Rights. This Agreement is exclusively for the benefit of the City and the
Lessee and shall not provide any third parties with any remedy, claim, liability, reimbursement, cause of
action, or other rights.
15. Governing Law and Applicable Venue. This Agreement is made and performable in Fort
Worth, Texas, and shall be interpreted in accordance with the laws of the State of Texas. Venue for any
legal action arising out of this Agreement shall lie in any federal or state court of competent jurisdiction
located in or having jurisdiction for Tarrant County, Texas.
16. Entire Agreement. This Agreement contains all of the covenants, statements,
representations and promises agreed to by the parties. No agent of either party has authority to make, and
the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise not set
forth herein. The parties may amend this Agreement only by a written amendment executed by both
parties.
17. Partial Invaliditv. In the event one or more provisions of this Agreement shall for any
reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had not been contained in it.
[Signature page to follow]
15z8359.Docx Page 8 of 9
Execution Copy
IN WITNESS WHEREOF, this Agreement has been executed effective as of the Effective Date.
LESSEE:
ALLIED WASTE SYSTEMS, INC.
By: Brady!oa.h(J ,202508:25.06 CDT)
Its: Bradv Loesch, Vice President
Date Signed: 07/23/2025
CITY:
CITY OF FORT WORTH,
TEXAS
—&L "A -A
(J�� ,21211111 bCDT)
Valerie Washington
Assistant City Manager
Date Signed: 07/23/2025
ATTEST:
Jannette Goodall
City Secretary
APPROVED AS TO FORM AND LEGALITY:
M. Kevin Anders, II
Assistant City Attorney
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible for the monitoring and administration
of this contract, including ensuring all per performance and reporting requirements.
Chvikran Ftaraer
Christian Harper (Ju123, 2025 08:28.29 CDT)
Name: Christian Harper
Contract Services Administrator
[Signature Page — Mutual Agreement Regarding Beneficial Use of Landfill Gas]
Attachment 1
City Secretary Contract Number 28336-SL1 Execution Copy
SITE SUBLEASE AGREEMENT
Southeast Landfill (the "Landfill")
THIS SITE SUBLEASE AGREEMENT (this "Sublease") is entered into this 24th day
of July, 2025, between ALLIED WASTE SYSTEMS, INC., a Delaware corporation
("Sublessor"), and ARCHAEA ENERGY OPERATING LLC, a Delaware limited liability
company ("Sublessee"). Except as otherwise expressly set forth in this Sublease, capitalized terms
not otherwise defined herein shall have the meaning given those terms in the LFG Agreement (as
defined below) as the same shall apply to the RNG Production Facility at the Site (as defined
below).
RECITALS
WHEREAS, the City of Fort Worth, Texas, a home rule municipal corporation of the
state of Texas ("Lessor") and Sublessor entered into that certain Agreement to Lease and Operate
Southeast Landfill, known as City Secretary Contract No. 28336 (the "Original Agreement"),
dated as of January 28, 2003, for the lease of the Lessor's property located at 6288 Salt Road, Fort
Worth, Texas, 76410 and known as the Southeast Landfill (the "Landfill"), pursuant to the terms
of that certain RFP 02-0087 (the "RFP"), issued by the Lessor; and
WHEREAS, Lessor and Sublessor entered into that certain First Amendment to the
Original Agreement known as City Secretary Contract No. 32407 (the "First Amendment"), on or
about September 25, 2005; and
WHEREAS, Lessor and Sublessor entered into a Second Amendment to the Original
Agreement known as City Secretary Contract No. 28336-A2, entered into on or about December
28, 2009 (the "Second Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Third Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A3, entered into as of September
27, 2013 (the "Third Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Fourth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A4, entered into on or about
April 29, 2019 (the "Fourth Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Fifth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A5, last executed by the Lessor
on the date of May 1, 2023 (the "Fifth Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Sixth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A6, entered into as of
Julv 24 , 2025 (the "Sixth Amendment" and together with the Original Agreement, the
First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and
the Fifth Amendment, the "Lease"); and
WHEREAS, Lessor and Sublessor entered into that certain Mutual Agreement Regarding
Beneficial Use of Landfill Gas, entered into as of July 24 , 2025 (the `Beneficial Use
Agreement"), which sets forth the Lessor's and Sublessor's mutual agreement to the landfill gas
development project to be developed at the Landfill pursuant to the LFG Agreement (defined
below); and
WHEREAS, a copy of the Lease has been provided to Sublessee prior to the date of this
Sublease; and
WHEREAS, pursuant to Section 2.08 of the Lease, Lessor and Sublessee are parties to
that certain Landfill Gas Rights Development Service Agreement dated July 24 , 2025
(the "LFG Agreement"), with respect to the beneficial use and commercial exploitation of the
landfill gas generated and collected from the Landfill ("Landfill Gas"); and
WHEREAS, Sublessee desires to sublease a portion of the Landfill from Sublessor
generally described in Schedule A attached hereto and incorporated herein (the "Site"), and
Sublessor desires to sublease the Site to Sublessee, on the terms and provisions set forth herein;
and
WHEREAS, the parties acknowledge that Lessor's consent to this Sublease is required by
the Lease, and the effectiveness of this Sublease is conditioned upon the receipt of such consent
by Lessor simultaneously with the execution of this Sublease in a form acceptable to Sublessor in
its sole discretion (the "Lessor Consent"). Accordingly, Lessor shall, concurrently with the
execution of this Sublease, j oin the Sublease for the sole purposes of providing the Lessor Consent.
TERMS AND CONDITIONS
NOW, THEREFORE, for valuable consideration, the parties agree as follows:
I. Pronertv Description: Sublease; Relocation and Survev.
(a) In consideration of the rent and covenants herein stipulated to be paid and
performed by Sublessee, Sublessee's execution of the LFG Agreement, and subject to the receipt
by Sublessor of the Lessor Consent, Sublessor does hereby grant, demise, and sublease unto
Sublessee the Site solely for the Permitted Use (defined below), including, without limitation,
designing, constructing, owning, and operating the RNG Production Facility on the Site
("Sublessee's Facilities"), together with the non-exclusive right to use such roadways leased by
Sublessor under the Lease which are reasonably necessary to access the Site. The Site is subleased
to Sublessee in "as -is, where -is" condition, and Sublessee accepts the Site in its current condition.
Sublessor shall have no obligation to make any improvements to the Site before or during the Term
of this Sublease.
(b) This Sublease and Sublessor and Sublessee's rights and obligations pursuant
to this Sublease are subject and subordinate at all times to the Lease and to all of the covenants
and agreements of the Lease. Sublessee agrees not to do, permit or tolerate anything to be done
on the Site or in connection with Sublessee's use or occupancy of the Site which would violate any
P)
covenant or agreement set forth in the Lease or would cause Sublessor to be in default under the
Lease. Sublessee expressly agrees that, if Sublessor's tenancy, control, or right to possession of
the Site shall terminate by expiration, forfeiture, cancellation, surrender, foreclosure, or by virtue
of any other agreement or in any other manner, then this Sublease shall thereupon terminate. As
a material consideration hereof, Sublessee does hereby waive and release Sublessor and its
Affiliates from any and all claims for damages or otherwise which Sublessee may have, claim, or
acquire by reason or as a result of any termination of this Sublease caused by reasons beyond
Sublessor's reasonable control. Sublessee further agrees that Sublessee shall, at any time and from
time to time, upon demand, execute, acknowledge, and deliver such further reasonable instrument
or instruments as shall be desired to more conveniently and certainly evidence the subordination
hereinabove provided. Notwithstanding anything to the contrary set forth herein, in no event shall
Sublessee have any rights of Sublessor under the Lease, it being expressly agreed to by Sublessor
and Sublessee that this Sublease shall be separate, distinct and independent of the any rights of
Sublessor under the Lease.
(c) Notwithstanding anything in this Sublease to the contrary, Sublessee
understands and agrees that Sublessor's primary interest and obligation is the safe and efficient
operation of the Landfill, in compliance with Applicable Laws (such term as used in this Sublease
shall have the meaning set forth in the Lease) and permit conditions, and that any obligations of
Sublessor to Sublessee hereunder shall remain secondary to the operation, management, permits,
and/or compliance with Applicable Laws of or relating to the Landfill, and the collection and
disposal of waste at the Landfill (including the decision regarding waste acceptance and disposal).
For purposes of this Section 1(c), the operation of the Landfill shall be deemed to include, without
limitation, the operations of any affiliate of Sublessor and any third party (or any affiliated or
successor entity engaged in similar or related activities) at the Landfill. Notwithstanding anything
in this Agreement to the contrary, Sublessee's rights and interests under this Sublease, shall not
interfere with Sublessor's compliance with any permits, licenses, approvals or authorizations,
Applicable Laws related to any of the Landfill, or with the lawful and safe operation of any of the
Landfill, including, without limitation, the design, division, construction, operation, expansion
(vertical or horizontal), maintenance, and monitoring of any of the collection systems and/or the
Landfill, or the closure, and post -closure of the Landfill. Notwithstanding anything in this
Sublease to the contrary, Sublessor shall be free at all times to take any action Sublessor deems
necessary or desirable in accordance with the Lease and industry standard and prudent operating
practices, in Sublessor's sole and absolute judgment, in connection with any of the Landfill,
including, without limitation, any action required to comply with any Applicable Law, mitigate or
eliminate any thermal reaction within any of the Landfill or to respond to community concerns,
without regard to the effect of such action on the quantity or quality of Landfill Gas extracted from
the Landfill. Sublessor may operate its blowers and flares independent of Sublessee, if Sublessor
deems it necessary. Subject to this Section 1(c), Sublessor and Sublessee will work together in
good faith to attempt to minimize adverse impacts to the collection of Landfill Gas with respect to
flow and Sublessee's operations resulting from Sublessor's primary interest and obligation;
provided, however, that nothing in this Sublease shall (a) require Sublessor to incur costs or
expenses in taking any actions that are not required to be taken by Sublessor in this Sublease with
respect to compliance with Applicable Laws and permits relating to the Landfill and Sublessor's
operations (without taking into account Sublessee's activities for purposes of making the foregoing
determination), or (b) alter the types or quantities of waste received of and disposed of at the
3
Landfill (including ceasing or reducing disposal of waste which does not generate any or sufficient
Landfill Gas or inhibits the generation of Landfill Gas or changes the chemical composition or
attributes of the Landfill Gas). Notwithstanding anything to the contrary set forth in this Sublease,
(i) in the event of any action or event which (A) in the reasonable judgment of Sublessor may
create a health or safety emergency at the Landfill or the RNG Production Facility or (B) in the
reasonable judgment of Sublessor may cause damage to the Landfill or the RNG Production
Facility (including any equipment), or (ii) if the delivery of Landfill Gas to Sublessee pursuant to
the terms of the LFG Agreement may, in the reasonable judgment of Sublessor, result in non-
compliance with any Applicable Law, then Sublessor may, in addition to any other remedy it may
have under this Sublease, cease delivery of Landfill Gas to Sublessee, as applicable, during the
existence of any of the foregoing circumstances or conditions, and the suspension of the delivery
of Landfill Gas pursuant to the terms of this sentence shall not be a breach of this Sublease and
shall not give rise to any liabilities or obligations of Lessor or Sublessor to Sublessee under this
Sublease or otherwise, including, without limitation, consequential or special damages; provided
that in such circumstances, Sublessee shall be relieved from its corresponding duties hereunder
related to the receipt and processing of Landfill Gas at the RNG Production Facility.
(d) The parties agree that Sublessee shall, at Sublessee's sole cost and expense,
commission an ALTA survey (the "Survey") of the Site within one hundred and twenty (120) days
of the Commercial Operations Date applicable to the RNG Production Facility at the Site. The
Survey shall be acceptable to Lessor, Sublessee, and Sublessor, and certified to each Lessor,
Sublessor and Sublessee, and such other parties as Lessor, Sublessor and Sublessee shall designate.
Sublessor shall reasonably cooperate with Sublessee in obtaining the Survey and shall provide the
most recent boundary survey and title insurance policy to the extent the same exists and is
available. Upon completion of the Survey, Sublessee shall deliver a copy to Lessor and Sublessor,
and upon written approval of same by Sublessor, the metes and bounds legal description of the
Site set forth therein shall replace and supersede the description of the Site set forth on Schedule
A.
(e) To the extent permitted by the Lease, either party may file for record with the
recorder of the county in which the Landfill is located a recordable notice or memorandum of this
Sublease; provided that the form of notice or memorandum has been approved by Sublessor in
advance and in writing, which approval may not be unreasonably withheld. If Sublessee does not
record a termination or cancellation of any notice or memorandum of this Sublease within thirty
(30) days following the termination or expiration of this Sublease, Sublessor is hereby authorized
to do so as Sublessee's attorney -in -fact. If Sublessee's Facilities are relocated during the term
hereof, the parties shall record a revised memorandum that identifies the new location of the Site
and any related easements; provided that the form of notice or memorandum has been approved
by Sublessor in advance and in writing, which approval may not be unreasonably withheld.
2. Term. Subject to and conditioned upon the receipt of the Lessor Consent, the term of
this Sublease ("Term") shall commence on the date first set forth above and, unless earlier terminated
as provided herein, shall continue and remain in effect until the earlier to occur of (a) the expiration
or earlier termination of the Lease, or (b) the expiration or earlier termination of the LFG Agreement.
Notwithstanding anything to the contrary set forth in this Sublease, in the event Sublessee does
not have the right to purchase the Landfill Gas from the Landfill pursuant to the LFG Agreement
4
or develop or operate the RNG Production Facility pursuant to the LFG Agreement at the Site, this
Sublease shall automatically terminate as of the date thereof. Sublessee shall surrender the Site at
the expiration or termination of this Sublease in the condition set forth in Section 5(d) below. For
avoidance of doubt, Sublessee shall not surrender the Site if Sublessee and Lessor have entered
into a lease which permits Sublessee to remain on the Site pursuant to the provisions of such lease,
and Sublessor is released in writing by the Lessor of any obligation to surrender and return the Site
to Lessor pursuant to the Lease.
3. Warranty of Title and Quiet Eniovment. Sublessor warrants that Sublessor has a
valid leasehold interest in the Site, and that subject to the receipt of the Lessor Consent, Sublessor
has all right and authority to make and perform this Sublease. Sublessor covenants that subject to
the receipt of the Lessor Consent, Sublessee and except for the rights of Lessor under the Lease,
so long as Sublessee observes and keeps the covenants of this Sublease on its part to be kept and
complies with the LFG Agreement, and so long as the LFG Agreement is in effect and subject to
the terms and conditions of the LFG Agreement, shall lawfully, peaceably and exclusively hold,
occupy and enjoy the Site during the term hereof, free from any interference caused by parties
claiming an interest by, through or under Sublessor.
4. Rent. Sublessor acknowledges payment in advance of rent for the term of this
Sublease, including any extensions thereof, in the sum of Ten Dollars ($10.00).
5. Use, Improvements and Equipment; Obligations in Respect of Proiect.
(a) The Site may be used by Sublessee solely for those purposes consistent with
the LFG Agreement and this Sublease (the "Permitted Use"). Pursuant to the LFG Agreement and
this Sublease, Sublessee shall, or shall cause a third party to, design, construct, and operate
Sublessee's Facilities on the Site, at its sole cost and expense. In connection therewith, and in
accordance with the LFG Agreement, Sublessee has the right, at its sole cost, to do all work
necessary to prepare, maintain and alter the Site for Sublessee's business operations, and Sublessee
shall provide Sublessor with at least ten (10) business days advance notice of any construction on
the Site, including the names of contractors and subcontractors involved in such construction.
(b) Subject to the terms, conditions and limitations contained in this Sublease,
the Lease, the Beneficial Use Agreement and the LFG Agreement, and for the consideration of
Royalty Payments paid to Sublessor, Sublessor shall deliver at the Delivery Point to Sublessee all
Landfill Gas collected by the Collection System from and after the Pre -Commercial Operations
Date of the RNG Production Facility; provided, however, that Sublessee may reject Landfill Gas
delivered to the Delivery Point, if Sublessee determines, in its sole discretion, that such Landfill
Gas is reasonably likely to (i) materially damage any part of the RNG Production Facilities, or (ii)
create a health or safety emergency at any RNG Production Facility; provided, further, Sublessee
shall have no obligation to receive and, Sublessor shall have no obligation to so deliver, Landfill
Gas to the extent that (1) the RNG Production Facility cannot process all of the Landfill Gas, (2)
Landfill Gas cannot be delivered to the Delivery Point due to Force Majeure, (3) delivery of
Landfill Gas to the Delivery Point is inconsistent with Sublessor's priority of operations at the
Landfill as described herein, or (4) any such Landfill Gas is necessary for Flare Turndown
Requirements (if Sublessee does not provide Sublessor with conventional natural gas necessary to
M
satisfy the Flare Turndown Requirements). In the event Sublessee determines that the
circumstances described in the foregoing sub -clauses (i) and/or (ii) are reasonably likely to occur,
Sublessee shall notify Lessor and Sublessor of such determination and Sublessor shall flare or
otherwise reduce or destroy or use for other than beneficial and economic purposes any Recovered
Landfill Gas (to the extent such Recovered Landfill Gas is in the possession of Sublessor) in
accordance with Applicable Law during the existence of any of the foregoing circumstances or
conditions.
(c) Subject to the terms of the LFG Agreement, Sublessee shall retain title to,
and shall be entitled to the economic benefits of, all Tax Benefits associated with the Recovered
Landfill Gas, the Project and any RNG Production Facility; provided that the foregoing shall not
grant Sublessee any rights to any tax, emission, or other credits, certificates, or similar benefits
related to the collection, transportation, delivery, management or control of Landfill Gas prior to
the delivery of Landfill Gas to the Delivery Point.
(d) Nothing herein shall be deemed to make Sublessee responsible for the
control and containment of Landfill Gas at the Landfill prior to delivery of such at the Delivery
Point, whether related to subsurface migration or surface emission, including the legal
responsibility arising under applicable Environmental Laws. Sublessor shall be responsible for the
permitting, installation, operation and maintenance of air pollution control devices associated with
the Landfill upstream of the Delivery Point required by any Permit, including the Landfill's Title
V Permit; and Sublessee shall, at its sole cost and expense, be responsible for the permitting,
installation, operation and maintenance of all air pollution control devices associated with all
Landfill Gas processing equipment required by any permit, including the Title V Permit, in
connection with the Project and the transactions contemplated by the LFG Agreement, including,
as applicable, gas compression, cooling, dehydration systems, hydrogen sulfide and volatile
organic compounds (VOCs) removal systems, carbon dioxide removal systems, nitrogen/oxygen
removal systems, thermal oxidizer and off -specification flare systems (emissions control
equipment), and gas compression systems. Both parties agree that they will not voluntarily take
the position that the activities of the Sublessor and Sublessee at the Landfill should be treated as a
combined or single source for purposes of air permitting or air emission. To the extent any
Governmental Authority, pursuant to its application or interpretation of any Environmental Laws,
or otherwise, does not assert or is not successful in asserting the position that activities of Sublessor
and Sublessee at the Landfill will be treated as a combined or single source for purposes of air
permitting or air emission, Sublessee and Sublessor shall each comply with their respective
obligations under their respective Title V Permits.
(e) Sublessor shall comply with the terms of the Beneficial Use Agreement
applicable to Sublessor, including, without limitation, Section 7(b), (c), (d), and (e) and Section 8
of the Beneficial Use Agreement.
(f) Sublessee shall comply with the terms of the LFG Agreement applicable to
Sublessee.
(g) Following the effective date of the LFG Agreement, upon the written request
of Sublessor or Sublessee to the other, Sublessor and Sublessee shall confer with respect to
potential physical improvements to the Collection System in an effort to attempt to optimize the
Collection System for the benefit of the RNG Production Facilities while maintaining Sublessor's
priority of operations at the Landfill as described herein and Sublessor's compliance with the terms
of the Lease. In the event that Lessor, Sublessor and Sublessee each agree that any improvements
to the Collection System, or management thereof, should be implemented, Lessor, Sublessor and
Sublessee agree to use commercially reasonable efforts to negotiate, execute and deliver a separate
written agreement with respect thereto upon the terms and conditions satisfactory to each of the
parties thereto and requiring City Council approval; provided, however, Sublessor shall not be
responsible for incurring any new, or increased, costs and expenses with respect to any such
improvements unless otherwise agreed in writing by Lessor, Sublessor and Sublessee following
the date of this Sublease.
(h) Throughout the Term, Sublessor shall not require Sublessee to remove or
relocate any part of the RNG Production Facilities except to the extent reasonably necessary for
the operation, management, and maintenance of the Landfill, Landfill Operator Facilities, or City
Facilities; provided that if Sublessee is required to remove or relocate any portion of the RNG
Production Facilities pursuant to this Section 5(h), Sublessor shall give eighteen (18) months' prior
written notice to Sublessee to relocate the RNG Production Facilities.
(i) Subject to any terms of the Lease, LFG Agreement or the Beneficial Use
Agreement to the contrary, Sublessor shall maintain and operate the Collection System at the
Sublessor's own expense in conformity with Applicable Laws; provided, however, that such
obligation to maintain and operate the Collection System shall be limited to obligations relating to
Sublessor's compliance with Applicable Laws.
0) Upon reasonable written request from Sublessee, Sublessor shall within
twenty (20) days of its receipt of such request provide to Sublessee information related to the
quality and quantity of the Landfill Gas and the quantity and types of the waste disposed of at the
Landfill, in each case only to the extent required to be reported to any Governmental Entity and,
in such case, only a copy of what was provided to such Governmental Authority shall be provided
to Sublessee.
(k) In no way limiting the foregoing, and in addition to any other requirements
set forth herein or in the LFG Agreement, Sublessee shall be responsible for the design,
construction, and operation of Sublessee's Facilities in accordance with the plans and
specifications prepared by Sublessee and approved by Lessor and Sublessor, such approval not to
be unreasonably withheld, conditioned or delayed. Information to be provided to Lessor and
Sublessor in connection with the design, construction and operation of Sublessee's Facilities shall
include, without limitation, a site plan showing the plant layout, the location and nature of
perimeter fencing, signage, and landscaping around Sublessee's Facilities, the location of the
switch gear, the location of the gas pipeline from the Delivery Point to Sublessee's Facilities, and
the location of any interconnection and/or transmission equipment, and such other information as
may be reasonably requested by Lessor or Sublessor. Sublessee shall be responsible, at its sole
cost and expense, for obtaining all necessary governmental permits, licenses and approvals and
any other necessary consents and approvals of any other third parties required for the design,
construction, installation, operation, and maintenance of Sublessee's Facilities.
7
(1) Sublessor shall have no liability or obligation to make any alterations or
improvements to the Landfill in connection with any permits, licenses, consents or approvals to be
obtained by Sublessee. Further, Sublessee shall not have any authority to bind Lessor, Sublessor
or the Landfill to any improvements or alterations without Lessor's or Sublessor's prior written
consent, which may be withheld in Lessor's or Sublessor's sole discretion. In the event any
permits, licenses, consents or approvals to be obtained by Sublessee in connection with the design,
construction, installation, operation and maintenance of Sublessee's Facilities may require any
alterations or improvements to the Landfill, Sublessee shall provide prior written notice to Lessor
and Sublessor, obtain Lessor's and Sublessor's prior written consent, and permit Lessor and
Sublessor to review and comment on any request for alterations or improvements. In the event
that Lessor and Sublessor consent in writing to any alterations or improvements, such consent not
to be unreasonably withheld, condition or delayed, Sublessee shall be solely responsible for all
costs and expenses for such alterations or improvements, as well as the reasonable cost of any
additional alterations or improvements required by Lessor or Sublessor. Sublessee shall be solely
responsible to ensure that Sublessee's Facilities and activities at the Site do not present any undue
risk of an explosion or other hazard at the Site or surrounding property; comply with all Applicable
Laws relating to the Site and Sublessee's Facilities and operations including, but not limited to, all
Environmental Laws (defined below) and applicable permits and Sublessee shall seek any and all
required governmental approvals in connection with its use and operation of the Site. After
construction of Sublessee's Facilities, Sublessee shall not make nor suffer to be made any
structural or external alterations or additions to the Site or Sublessee's Facilities, without Lessor's
and Sublessor's prior written consent, which consent will not be unreasonably withheld, other than
the installation of the improvements and other works that Sublessee is specifically authorized to
carry out on the Site pursuant to this Sublease or the LFG Agreement. All other alterations or
additions shall require Lessor's and Sublessor's prior written consent, each at its sole discretion.
Whenever Lessor's or Sublessor's approval or consent is required under this Section 50), within
thirty (30) days after Sublessee's request therefor, Lessor and Sublessor shall notify Sublessee of
Lessor's or Sublessor's approval or disapproval thereof, as the case may be, and the reasons why,
if any, that such request is not approved, whether Lessor or Sublessor require additional
information in order to complete their review, or Lessor's or Sublessor's need for additional time
to review the request and the reasons therefor. If Lessor or Sublessor fails to timely notify
Sublessee as set forth in the preceding sentence, and such failure continues for five (5) business
days after a second notice to Lessor and Sublessor, then Lessor or Sublessor shall be deemed to
have approved or consented to such request.
(m) At all times during the term of this Sublease, Sublessee will keep and
maintain, or cause to be kept and maintained, Sublessee's Facilities and all such improvements,
fittings and fixtures as Sublessee may erect on the Site in good repair and working condition having
regard to their nature and Permitted Use.
(n) Upon the expiration or earlier termination of this Sublease, unless Lessor
and Sublessee enter into a new lease for the Site, Sublessee shall remove the Sublessee's Facilities
from the Site and restore the Site and any portion of the Site or the Landfill subject to easements
or rights of way or otherwise utilized by Sublessee in connection with the Sublessee's Facilities,
as required by the Lease and the LFG Agreement; provided that Sublessee may leave in place any
8
underground piping and any other underground components of Sublessee's Facilities (including,
without limitation, property belonging to or installed by or on behalf of any utility provider
providing utility services to the Site) if Sublessee has received the written approval by Sublessor
and Lessor, at the time of approval of the plans and specifications for the RNG Production Facility
by Sublessor and Lessor to leave such items in place, and leaving such in place will not impede, or
increase the cost of, Sublessor's intended operation or development of the areas which include
such underground piping or underground components from and after the expiration or earlier
termination of this Sublease, and further provided that the same is abandoned in a safe manner and
in compliance with Applicable Law. In the event leaving such items in place will impede or
increase the cost of Sublessor's intended operation or development of the areas which include the
underground piping or underground components, Sublessor shall provide written notice to Lessee
within thirty (30) days following the expiration or earlier termination of this Sublease
("Sublessor's Removal Notice"), whereupon Sublessee shall have a period of five (5) years from
the date of expiration or earlier termination of this Sublease to remove such underground piping or
underground components, unless Sublessor advises Sublessee in Sublessor's Removal Notice that
it requires the earlier removal of same, in which case such items shall be removed on or before the
date set forth by Sublessor in Sublessor's Removal Notice (but in no event earlier than one hundred
eighty (180) days from the expiration or earlier termination of this Sublease). Any part of
Sublessee's Facilities that has not been removed prior to the date that is one hundred eighty (180)
days after the expiration or earlier termination of this Sublease, or as set forth above (the "Removal
Period") shall, at Sublessor's option, be deemed to have been abandoned, and title to such items
shall, at Sublessor's option, vest in Sublessor at the end of the Removal Period, without any
payment or other consideration given by Sublessor. Alternatively, Sublessor may require
Sublessee to remove all or any part of the remaining portion of Sublessee's Facilities at Sublessee's
expense and, if Sublessee fails to remove such items at Sublessor's request, Sublessor may remove
them at Sublessee's expense. For the avoidance of doubt, this Section 5(n) shall survive expiration
or termination of this Sublease.
(o) Sublessor and Sublessee intend and agree that, subject to the terms and
conditions of this Sublease, Sublessee's Facilities shall be and remain the property of Sublessee,
and shall at no time become a fixture with respect to the Site. Title to all of Sublessee's Facilities
situated or erected on the Site, as hereinabove allowed, and any alteration, change or addition
thereto, shall remain solely in Sublessee. Except as specifically provided in this Sublease, any
equipment and/or personal property that Sublessor furnishes to Sublessee under this Sublease shall
remain Sublessor's property.
(p) In addition to the rights of Lessor under the Lease, Sublessor and its
employees and agents shall have the right, upon one calendar day's advance written notice and
during normal business hours, to access the Site and to review and inspect Sublessee's Facilities
and Sublessee's operations on the Site from time to time during the term of this Sublease. Such
review and approval shall create no warranties to Sublessee and shall be limited to the extent
necessary to satisfy Sublessor that, in Sublessor's reasonable business judgment, Sublessee's
Facilities and operations on the Site:
Sublease;
(i) comply with Applicable Law and the terms and conditions of this
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(ii) do not affect or interfere with Sublessor, the Landfill or Sublessor's
operations at the Landfill in a manner inconsistent with the provisions of Section 1(c) of this
Sublease;
(iii) do not emit noxious odors or other emissions that violate any
Applicable Law, or are not consistent with community standards, and
(iv) do not emit noise in violation of any Applicable Law or are not
inconsistent with community standards.
(q) Sublessor shall be responsible for providing Sublessee, its contractors,
invitees to the Site relating to Sublessee's business operations, and agents suitable road access to
the Site and Sublessee's Facilities, provided that Sublessee shall comply with Sublessor's
reasonable rules and requirements applicable to all persons that enter the Landfill as may be
noticed to Sublessee in writing from time to time, and shall cause its officers, directors, employees,
agents, contractors, and invitees to comply with such rules and requirements when crossing
Sublessor's property for ingress to or egress to and from the Site or when on Sublessor's property
for other purposes related to the transactions contemplated in this Sublease, and shall cause its
officers, directors, employees, agents, contractors, and invitees to comply with such rules and
requirements. Notwithstanding the foregoing, in the event of an Emergency Condition (defined
below), Sublessee shall have the right to access the Site with such notice as is practical given the
circumstances. Sublessor shall also be solely responsible for maintaining the access road to the
Site and Sublessee's Facilities and otherwise keeping them clear for such suitable access.
(r) Sublessee shall, if requested by Sublessor, at Sublessee's sole cost and
expense, construct and maintain a fence that encloses the perimeter of the Site of a height, size,
material, color, and type subject to the mutual agreement of the parties hereto. Such fence and the
height, size, material, color or type thereof shall not adversely affect Sublessee, Sublessee's
Facilities, or Sublessee's operations on the Site.
(s) Sublessee shall comply with Sublessor's reasonable rules and requirements
applicable to all persons that enter the Landfill as may be noticed to Sublessee in writing from time
to time, and shall cause its officers, directors, employees, agents, contractors, and invitees to
comply with such rules and requirements when crossing Sublessor's property for ingress to or
egress to and from the Site or when on Sublessor's property for other purposes related to the
transactions contemplated in this Sublease, and shall cause its officers, directors, employees,
agents, contractors, and invitees to comply with such rules and requirements.
(t) Sublessee will punctually pay, discharge and satisfy all water, gas,
telephone, electricity, and power charges and other like payments ("Utility Pavments"), charged
on or in respect of the Sublessee's Facilities or Sublessee's use of the Site, and if Sublessee defaults
in payment of such Utility Payments, Sublessor may (but shall not be required to) pay the same
and in addition to Sublessor's other rights, powers and remedies under this Sublease, may recover
the same from Sublessee. Notwithstanding anything herein to the contrary, Sublessee shall not be
responsible for any Utility Payments incurred by or on behalf of the use of any portion of the Site
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by Sublessor or its agents, employees or contractors. At any time that any Utility Payments that
Sublessee must pay remain unpaid and uncontested later than thirty (30) days after they become
delinquent, Sublessor may give written notice to Sublessee of its default, specifying the default.
If Sublessee continues to fail to pay any Utility Payments, or to contest them in good faith within
ten (10) days after the written notice, Sublessor may pay the items specified in the notice, and
Sublessee will, on demand, reimburse Sublessor any amount paid or expended by Sublessor for
this purpose, plus interest at the rate of one and one-half percent (1.5%) above the fluctuating
prime rate of interest announced publicly by Wells Fargo Bank, N.A., or its successor entity, from
time to time as its reference rate, until Sublessee has reimbursed Sublessor in full.
(u) In the case of an Emergency Condition, Sublessor may take any action as
may be reasonably necessary to resolve or rectify any such Emergency Condition, in accordance
with good engineering practice and all Applicable Laws, without consulting with or obtaining
input from Sublessee. For purposes of this Sublease, "Emergency Condition" means a condition
or situation at the Landfill that presents an imminent or current physical threat or danger to life or
health or presents an imminent or current physical threat to property or the environment, including,
but not limited to, any condition that has or is likely to result in a material breach of a site permit
or a material breach of Applicable Laws, including, but not limited to, any Environmental Law.
For purposes of this definition, "material breach" means a breach that could result in the imposition
of any penalties, fines or other criminal or civil liabilities or obligations or the suspension or
revocation of any permit, license, or approval, or could necessitate the taking of immediate
remedial or corrective actions.
(v) To the extent permitted by the Lease, Sublessor may curtail, suspend, or cease
operation of the Landfill as an active waste disposal facility at any time, in its sole discretion.
Sublessee acknowledges and agrees that wastes delivered to the Landfill may vary materially in
quantity and substance. Sublessor may take any and all actions reasonably required by, and to the
extent necessary to comply with, the Lease and any laws, rules, regulations, permits, licenses and
other governmental requirements relating to the Landfill.
(w) Sublessee shall not allow any condition to exist on the Site that constitutes a
public or private nuisance.
6. Taxes and Assessments. Unless real estate taxes and assessments are separately
assessed against and with respect to the Site, in which case Sublessee shall be responsible for
payment of such taxes and assessments, Sublessor will promptly pay all taxes and assessments
against the Site as and when they become due, except that Sublessee shall reimburse Sublessor for
any increase in real estate taxes and assessments, and for any other taxes or assessments paid by
Sublessor that are attributable to the presence of Sublessee's Facilities on the Site or to Sublessee's
use of the Site, within thirty (30) days after written demand therefor accompanied by tax bills and
other reasonable evidence thereof. Sublessor and Sublessee agree that they will cooperate, at
Sublessee's sole cost, to request that the Site and Sublessee's Facilities be separately assessed, if
Sublessor and Sublessee each desire to cause the Site to be a separate tax parcel.
7. Destruction. If Sublessee's Facilities located on the Site are totally or substantially
damaged or destroyed by any cause during the Term of this Sublease, Sublessee shall rebuild and
11
restore Sublessee's Facilities to the extent required and consistent with the terms of the LFG
Agreement and, Sublessee may elect not to rebuild and restore the facilities by written notice to
Sublessor delivered consistent with the terms of the LFG Agreement, and in such event, this
Sublease shall automatically terminate as of the date of Sublessee's notice. Upon such termination,
neither party shall have any further rights or obligations hereunder except for those obligations
that expressly survive the expiration or earlier termination of this Sublease.
8. Permits and Approvals. Sublessee shall obtain all permits, authorizations, consents,
licenses and approvals (or modifications of any of the foregoing) required to be obtained with
respect to the activities contemplated herein and in the LFG Agreement and shall maintain such
permits and authorizations in effect at all times during the term of this Sublease. All applications,
filings or communications with third parties in connection with any of the foregoing shall be
subject to Sublessor's prior review and written approval, which shall not be unreasonably withheld.
Sublessor agrees to reasonably cooperate with Sublessee, at Sublessee's expense and utilizing such
consultants, agents, attorneys and representatives as deemed necessary by Sublessor in its sole
discretion, in making any application for and obtaining all licenses, permits, and any and all other
necessary approvals that may be required for Sublessee's intended use of the Site, provided the
same do not adversely affect Sublessor's permits, approvals, authorizations or operations at the
Landfill. Notwithstanding the foregoing, Sublessor may elect, at its sole cost and expense, to
participate in any hearings, proceedings or other procedures, and with the preparation of any
environmental impact reports or studies required in connection with any permits, authorizations or
easements related to the installation, construction or expansion of, modification or addition to, or
operation, repair or maintenance of Sublessee's Facilities. If at any time during the Term of this
Sublease, Sublessor is required to obtain or modify any of its respective permits, licenses or
approvals that it would not have been required to obtain and/or modify but for this Sublease or
Sublessee's activities or operations and Sublessor agrees in writing to do so in its sole discretion,
Sublessee shall be responsible for all costs and expenses of Sublessor with respect to their
obtaining and/or modifying such permits, licenses or approvals; provided, however, for abundance
of clarity, Sublessee shall not be required to pay or reimburse Sublessor for any costs and expenses
associated with any permits, licenses or approvals that are required for compliance with
Sublessor's operations at the Landfill and not as a result of this Sublease or Sublessee's activities
or operations. Sublessee agrees to make available to Sublessor copies of all environmental
information reports, environmental impact reports, air impact assessment studies, environmental
applications filed and other necessary available data in its possession relating to the Landfill or
Sublessee's Facilities, which materials are reasonably necessary for Sublessor to possess in
connection with this Sublease and shall be treated as Confidential Information as provided in this
Sublease.
9. Environmental.
(a) During the Term of this Sublease, Sublessee shall comply with all
Environmental Laws and Environmental Permits (as defined below) applicable to the operation or
use of the Site, will cause all other persons occupying or using the Site to comply with all such
Environmental Laws and Environmental Permits, will promptly pay prior to delinquency or cause
to be paid all costs and expenses incurred by reason of such compliance, and will obtain and renew
all Environmental Permits required for operation or use of the Site.
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(b) Sublessee shall not generate, use, treat, store, handle, release or dispose of, or
permit the generation, use treatment, storage, handling, release or disposal of Hazardous Materials
(as defined below) on the Site, or transport or permit the transportation of Hazardous Materials to
or from the Site except for the types and quantities used or stored at the Site and required in
connection with the operation and maintenance of the Site for the Permitted Use, and then only in
compliance with all applicable Environmental Laws and Environmental Permits.
(c) Sublessee will immediately advise Lessor and Sublessor in writing of any of the
following: (i) any pending or threatened (in writing) Environmental Claim (as defined below)
against Sublessee relating to the Site; and (ii) the actual or anticipated taking of any removal or
remedial action by Sublessee in response to the actual or alleged presence of any Hazardous
Material on the Site not otherwise permitted hereunder. All such notices shall describe in
reasonable detail the nature of the claim, investigation, condition, occurrence or removal or
remedial action and Sublessee's response thereto. In addition, Sublessee will provide Lessor and
Sublessor with copies of all communications regarding the Site with any government or
governmental agency relating to actual or alleged violations of Environmental Laws, all such
communications with any person relating to Environmental Claims, and such detailed reports of
any such Environmental Claim as may reasonably be requested by Lessor or Sublessor.
(d) Sublessee agrees to defend, indemnify and hold harmless Lessor, Sublessor and
any Affiliate and their directors, officers, partners, shareholders, employees, agents,
representatives, co -venturers, contractors or servants (the "Indemnitees") from and against all
obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities,
penalties, damages (including consequential and punitive damages), costs and expenses (including
attorneys' and consultants' fees and expenses) of any kind or nature whatsoever that may at any
time be incurred by, imposed on or asserted against such Indemnitees directly or indirectly based
on, or arising or resulting from (i) the actual or alleged presence of Hazardous Materials in, on or
under the Site which is caused or permitted by Sublessee or Sublessee's employees, agents,
contractors, representatives or invitees and (ii) any Environmental Claim arising from or
attributable to Sublessee's operation or use of the Site (the "Hazardous Materials Indemnified
Matters"), except in each case to the extent caused by Sublessor or any other Indemnitee.
(e) Definitions.
(i) "Hazardous Materials" means (1) petroleum or petroleum products,
natural or synthetic gas, asbestos in any form that is or could become friable, urea
formaldehyde, foam insulation, and radon gas; (2) any substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic
pollutants," "contaminants" or "pollutants," or words of similar import, under any
applicable Environmental Law; and (3) any other substance exposure which is regulated
by any governmental authority.
(ii) "Environmental Law" means any federal, state or local statute, law,
rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect
13
and in each case as amended, and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree or judgment, relating to the
environment, health, safety or Hazardous Materials, including without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42
U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901
et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.; the Clean
Water Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601
et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act, 42
U.S.C. § 300f et seq.; the Atomic Energy Act, 42 U.S.C. § 2011 et seq.; the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; and the Occupational
Safety and Health Act, 29 U.S.C. §§ 651 et seq.
(iii) "Environmental Claims" means any and all administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance
or violation, investigations, proceedings, consent orders or consent agreements relating in
any way to any Environmental Law or any Environmental Permit, including without
limitation (1) any and all Environmental Claims by governmental or regulatory authorities
for enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law and (2) any and all Environmental Claims
by any third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising from
alleged injury or threat of injury to health, safety or the environment.
(iv) "Environmental Permits" means all permits, approvals, identification
numbers, licenses and other authorizations required under any applicable Environmental
Law.
(f) The provisions of this Section 9 shall survive the expiration or sooner
termination of this Sublease.
10. Condemnation. If the Site or a part thereof sufficient to substantially interfere with
the business for which the Site is used, shall be condemned, appropriated, or otherwise taken, or
access to the Site be impaired by right of eminent domain, Sublessee shall have the right to
terminate this Sublease on thirty (30) days written notice to Sublessor provided that the election to
terminate shall be made within ninety (90) days after the extent of the taking is known to Sublessee.
As between Lessor and Sublessor, all damages and awards for condemnation of interests in the
Site and the easement areas shall as set forth in the Lease, and Sublessee shall have no claim
thereto; provided, however, that Sublessee shall be entitled, but shall not be obligated, to bring a
separate claim against the condemning entity (but not Lessor or Sublessor) for damage to
Sublessee's business and Sublessee's Facilities by reason of the condemnation (except the loss of
the subleasehold estate herein created) and for or on account of any cost or loss to which Sublessee
might be put in removing Sublessee's fixtures, leasehold improvements and equipment.
11. Default.
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(a) If Sublessee is in default with respect to any covenants, conditions,
agreements or provisions herein contained, and Sublessee fails to cure any such default within
thirty (30) days after receipt of Sublessor's written notice of the default (provided that if any such
default is capable of cure, but cannot be cured within the thirty (30)-day period with reasonable
diligence taking into consideration the nature of the circumstances, Sublessee may have additional
time to cure the default, but in no event longer than one hundred eighty (180) days, if, within the
initial thirty (30)-day period, Sublessee makes commercially reasonable efforts to commence to
cure the default and continues to pursue cure of the default diligently during the additional one
hundred eighty (180) day period), then Sublessor shall have the right to (i) terminate this Sublease
upon written notice to Sublessee, (ii) cure such default and recover the costs thereof, together with
interest at the lesser of twelve percent (12%) or the maximum legal rate permitted by applicable
law, from the Sublessee as additional rent hereunder, or (iii) pursue any other right and remedy
now or hereafter available under the laws or judicial decisions or in equity of the state in which
the Site is located. Notwithstanding the foregoing, if any breach or default by Sublessee under
this Sublease subjects Sublessor to any risk of default, loss, liabilities, legal actions, penalties,
fines, etc., with respect to the Lease or any permits or authorization relating to Sublessor's primary
activities as described in Section I (c), Sublessee's right to cure shall be for a period equal to the
lesser of the cure rights specified in the Lease or required by Lessor, or ten (10) business days or
such lesser period as may be mandated by any applicable regulatory authority with respect to
Sublessor's obligation to cure or rectify any violations relating to is permits or other authorizations.
(b) If Sublessor is in default with respect to any of its covenants herein
contained, Sublessee may (i) terminate this Sublease if Sublessor fails to cure any such default
within thirty (30) days following receipt of Sublessee's written notice of the default (provided that
if any such default is capable of cure, but cannot be cured within the thirty (30)-day period with
reasonable diligence taking into consideration the nature of the circumstances, Sublessor may have
additional time to cure the default, but in no event longer than one hundred eighty (180) days, if
within the initial thirty (30)-day period, Sublessor makes commercially reasonable efforts to
commence to cure the default and continues to pursue cure of the default diligently during the
additional one hundred eighty (180) day period), or (ii) pursue any other right and remedy now or
hereafter available under the laws or judicial decisions or in equity of the state in which the Site is
located.
(c) If either party waives a default by the other party, such waiver shall not be
construed or deemed to be a continuing waiver of any subsequent breach or default on the part of
either party.
12. Prohibition Aizainst Sublessee Creatiniz Liens. Except to the extent permitted
pursuant to Section 16 below, nothing in this Sublease contained shall authorize Sublessee to do any
act that will in any way encumber (except to the extent this Sublease creates such an encumbrance)
the title of Lessor or the leasehold estate of Sublessor in and to the Site, nor shall the interest or estate
of either Lessor or Sublessor in the Site be in any way subject to any claim by way of lien or
encumbrance, whether by operation of law or by virtue of any express or implied contract by
Sublessee, and any claim to or lien upon the Site arising from any act or omission of Sublessee shall
accrue only against the subleasehold estate of Sublessee and shall in all respects be subject and
subordinate to the respective paramount title and rights of Lessor and Sublessor in and to the Site and
15
the buildings and improvements thereon. Sublessee will not permit the Site to become subject to any
mechanic's, laborer's or material man's lien on account of labor or material furnished to Sublessee in
connection with work of any character performed or claimed to have been performed on the Site by
or at the direction or sufferance of Sublessee; provided, however, that Sublessee shall have the right
to contest in good faith and with reasonable diligence the validity of any such lien or claimed lien. If
any lien is claimed, filed, or recorded with respect to the Site in violation of the provisions of this
Section, Sublessee shall remove any such lien, or bond over the lien to Sublessor's reasonable
satisfaction, as required by the Lease or within thirty (30) days, whichever sooner, or Sublessee shall
be in breach of this Sublease. Upon request, Sublessee shall provide Sublessor with copies of lien
waivers evidencing payment for all labor and materials furnished with respect to Sublessee's
Facilities.
13. Insurance. At all times during the Term of this Sublease, Sublessee shall obtain and
maintain the same insurance coverages required of Sublessor by Lessor under the Lease and the LFG
Agreement. Sublessee shall name Sublessor and Lessor as additional insured, in their capacities as
Sublessor and Lessor, and shall furnish Sublessor with certificates of insurance which shall state that
such insurance shall not be cancelled without thirty (30) days prior written notice to Lessor and
Sublessor.
14. Indemnity. To the fullest extent permitted by law, Sublessor and Sublessee, each
as indemnitor, shall indemnify and defend (as to third party claims only) the other against and
hold the other and any Affiliate thereof and their directors, officers, partners, shareholders,
employees, agents, representatives, co -venturers, contractors or servants, harmless for, from, and
against, any and all costs, losses, expenses, suits, actions, proceedings, damages, penalties, fines,
and liabilities, including, without limitation, reasonable attorneys' fees, expert witness fees,
litigation expenses, and court and other costs, whether taxable or not (collectively, "Claims"),
attributable to, arising out of and/or to the extent resulting from (a) the negligence (applying a
comparative negligence standard with respect to any concurrent negligence between the parties
hereto) of the applicable indemnitor, its Affiliates, contractors, subcontractors, employees,
representatives or agents, (b) willful misconduct of the applicable indemnitor, its affiliates,
contractors, subcontractors, employees, representatives or agents, (c) the breach by the applicable
indemnitor of any representations or warranties in this Sublease, and/or (d) nonperformance of any
obligations under and pursuant to this Sublease, by the applicable indemnitor, its Affiliates,
contractors, subcontractors, employees, representatives or agents. The rights to indemnification
set forth herein are not intended to be exclusive of any other right or remedy otherwise available.
All rights hereunder shall be cumulative and in addition to all other rights and remedies. The
obligations set forth in this Section shall survive the termination or expiration of this Sublease.
Notwithstanding anything herein to the contrary, Sublessee acknowledges and agrees (i) that other
third party contractors have or may have separate operations on or around the Landfill that may
include, without limitation, excavation and blasting, (ii) that such operations include inherent risks
affecting the parties hereto, which risks are assumed by Sublessee, and (iii) that Sublessor's
obligations to Sublessee hereunder, including without limitation, its obligations to indemnify
Sublessee, are limited to Sublessor's specific obligations to Sublessee as set forth in this Sublease,
and shall not include any Claims relating to any third party contractors with separate operations
on or relating to the Landfill.
16
15. Warranty.
(a) Sublessee represents and warrants that: (i) Sublessee is a limited liability
company, duly organized, validly existing, and in good standing under the laws of the State of
Delaware and is qualified to do business in the State of Texas; (ii) Sublessee has full power and
authority to execute, deliver and perform its obligations under this Sublease; (iii) the execution,
delivery and performance of this Sublease by Sublessee have been duly and validly authorized by
all necessary action on the part of Sublessee; and (iv) the execution and delivery of this Sublease
by Sublessee and the performance of the terms, covenants and conditions contained herein is
permitted under all agreements to which Sublessee is a party, including financing agreements, and
will not violate the certificate of formation or incorporation, governing documents, or bylaws of
Sublessee, or any order of a court or arbitrator, and will not conflict with and will not constitute a
material breach of, or default under, the provisions of any material contract by which Sublessee is
bound.
(b) Sublessor represents and warrants that: (i) Sublessor is a corporation duly
organized, validly existing, and in good standing under the laws of the State of Delaware and is
qualified to do business in the State of Texas; (ii) Sublessor has full power and authority to execute,
deliver and perform its obligations under this Sublease; (iii) the execution, delivery and
performance of this Sublease by Sublessor have been duly and validly authorized by all necessary
action on the part of Sublessor; and (iv) the execution and delivery of this Sublease by Sublessor
and the performance of the terms, covenants and conditions contained herein is permitted under
all agreements to which Sublessor is a party, including financing agreements, and will not violate
the certificate of formation or incorporation, governing documents, or bylaws of Sublessor, or any
order of a court or arbitrator, and will not conflict with and will not constitute a material breach
of, or default under, the provisions of any material contract by which Sublessor is bound
16. Easements.
(a) Lessor, Sublessor, and Sublessee agree that construction of RNG
Production Facility require easements to the Site and the Landfill. Lessor, Sublessor, and Sublessee
agree that Lessor's City Council or City Council -authorized designee is the sole authority which
may grant easements to the Site and the Landfill. Any easements which are reasonably necessary
in connection with Sublessee's construction and operation of Sublessee's RNG Production
Facilities shall be granted by Lessor's City Council or City Council -authorized designee, shall be
granted for the purpose of facilitating the safe, efficient operation of the Landfill and the RNG
Production Facilities at the Site to allow Lessor, Sublessor, and Sublessee to monetize Landfill
Gas, and shall be in a form and in a location acceptable to Sublessor and Lessor in their sole
discretion. To the extent permitted by any such easement agreement, or as agreed to in writing by
Lessor and Sublessor and the grantee of such easement rights, Lessor and Sublessor, may, from
time to time, upon not less than sixty (60) days' prior written notice and at Sublessor's sole cost
and expense, change the locations of any such easements to the extent Sublessor deems it necessary
to be consistent with Sublessor's priority of operations at the Landfill as described herein.
(b) Sublessee shall be responsible for all costs and expenses relating to
documenting and recording any easements to be granted hereunder. Should easements become
17
necessary for Sublessee to construct or operate Sublessee's Facilities and provided such easements
in no manner impair the operation of the Landfill or increase Sublessor's obligations under this
Sublease or the Lease, as determined by Sublessor in Sublessor's sole discretion, then the parties
shall mutually agree upon the location of such easements, subject to the prior written consent of
Lessor. At the time in which Sublessee desires any easements upon the Landfill, Sublessee shall
provide Lessor and Sublessor with such information, drawings, legal descriptions, description of
the need for the easements and other information as may be required by Lessor or Sublessor, for
Lessor or Sublessor to evaluate the need and potential impact upon the operation of the Landfill
or Sublessor's obligations hereunder or the Lease, and to obtain the prior written consent of Lessor.
(c) Any easements granted to Sublessee or any third parties in connection with
this Sublease shall (i) be non-exclusive in nature, and (ii) automatically terminate upon the
termination or expiration of this Sublease or the removal of Sublessee's Facilities pursuant to this
Sublease and the LFG Agreement, whichever is sooner, unless otherwise agreed to in writing by
Sublessor , Sublessee, and Lessor, if required; provided, however, that the above easements shall
not automatically terminate if Sublessee remains in possession of the Site pursuant to a separate
lease between Lessor and Sublessee. Sublessee shall have no other or further easements upon or
under the Landfill except as set forth above. Sublessee is solely responsible for its work conducted
on, and the repair and maintenance of facilities located on, any real property affected by the
easements, and in conducting any work on the easements, Sublessee at its sole cost will provide
erosion protection, sediment control, and will return any disturbed land to substantially the same
condition existing prior to such work.
17. Estoppel Certificates. Each party hereto agrees, not later than ten (10) days
following the written request of the other, to execute and deliver to the requesting parry a written
declaration made to the certifying parry's knowledge: (a) ratifying this Sublease; (b) confirming
the commencement and expiration dates of the term of this Sublease; (c) certifying that Sublessee
is in occupancy of the Site; and (d) stating any known defaults of this Sublease by Sublessor or
Sublessee, and (e) such other information that the requesting party may reasonably request.
18. Assignment. Sublessor may assign this Sublease without the necessity of obtaining
Sublessee's consent but with written notice to Sublessee, but any such sale or assignment shall be
at all times subject to this Sublease and the rights of Sublessee hereunder, and subject to the prior
written consent of Lessor. In the event Sublessee desires to assign this Sublease and the rights of
Sublessee hereunder to any person or entity, the assignment of this Sublease shall require the prior
written consent of Sublessor and the prior written consent of Lessor, each at its sole discretion.
This Sublease shall not be assigned by Sublessee separate and apart from the LFG Agreement.
19. Brokerage. Sublessor and Sublessee represent that they have dealt with no broker
or agent with respect to this Sublease or the negotiation and execution hereof. Each parry hereby
indemnifies and saves and holds the other party harmless against any claims for brokerage
commissions or compensation or other claims of any kind (including reasonable attorney's fees
and costs) arising out of a breach of the foregoing representation by the indemnifying party.
20. Subordination. This Sublease shall be subject and subordinate, at all times, to the
lien of any mortgages or deeds of trust which now or hereinafter become a lien against the Site.
18
Sublessee agrees to execute such documents as may be reasonably required to make this Sublease
prior to the lien of any mortgage or deed of trust, as the case may be. Sublessor shall use
commercially reasonable efforts to promptly obtain an SNDA from the holder of any current and
valid mortgage created by, through or under Sublessor.
21. Force Majeure.
(a) If either party is rendered unable, wholly or in part, by the occurrence of an
event of Force Majeure to carry out its obligations under this Sublease, that party shall give to the
other parry prompt written notice of the event, which notice shall include a description of the nature
of the event, its cause and possible consequences, its direct impact on the party's inability to
perform all or any part of its obligations under this Sublease, the expected duration of the event,
and the steps being taken or proposed to be taken by the affected party to overcome the event;
thereupon, the obligations of the parry giving the notice shall be suspended (a) during, but no
longer than, the continuance of the event, and (b) only with respect to the party's specific
obligations hereunder affected by the event; the party claiming an event of Force Majeure shall
promptly notify the other party of the termination of such event.
22. Confidentiality. The parties acknowledge that, from time to time, they may receive
information from or regarding the other party or the RNG Production Facility or Landfill in the
nature of trade secrets or secret or proprietary information or information that is otherwise
confidential, the disclosure of which may be damaging to the other party. Each party shall hold in
strict confidence any such information it receives, including the terms and conditions of this
Sublease, the LFG Agreement, or any confidential information received hereunder (collectively,
"Confidential Information"), and may not disclose such Confidential Information to any Person,
except for disclosures:
(i) to the parties' respective Representatives and to the Lessor and its
Representatives;
(ii) necessary to comply with any Applicable Laws (including
applicable stock exchange or quotation system requirements, disclosures of tax treatment or tax
structure required by the Internal Revenue Service, and such Laws necessary to generate
Environmental Attributes, including, without limitation, the RFS Regulations);
(iii) to its lenders, accountants, attorneys, auditors, Affiliates and its and
their respective Representatives with a reasonable need to know such Confidential Information;
provided, however, that such recipients have been apprised of the provisions of this Section 22 or
are otherwise subject to a duty of confidentiality in favor of the disclosing party;
(iv) of information that a party also has received from a source
independent of the other party but only if such party reasonably believes such source obtained such
information without breach of any obligation of confidentiality owed to the other party;
(v) of information that such party can reasonably demonstrate was
independently developed by such party without reliance upon any material separately developed
by or for this Sublease or the LFG Agreement and the transactions contemplated hereby; or
19
(vi) public information.
23. Amendment. This Sublease may only be modified, amended, or supplemented by
an instrument in writing executed by Sublessee and Sublessor.
24, Governing Law; Venue and Jurisdiction. This Sublease shall be governed by and
construed in accordance with the internal laws of the State of Texas, without giving effect to any
choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Texas. For
the purposes of any suit, action or other proceeding arising out of or relating to this Sublease, each
parry to this Sublease irrevocably submits, to the fullest extent permitted by Applicable Law, to
the exclusive jurisdiction of the United States District Court for the Northern District of Texas,
Fort Worth Division, and the appellate courts having jurisdiction of appeals in such courts. For
the purposes of any suit, action or other proceeding arising out of or relating to this Sublease, each
party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law,
any objection to the laying of venue in the United States District Court for the Northern District of
Texas, Fort Worth Division, and hereby further irrevocably and unconditionally waives, to the
fullest extent permitted by Applicable Law, and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum. Each party irrevocably consents, to the fullest extent permitted by Applicable Law, to
service of process in connection with any such suit, action or other proceeding by registered mail
to such party at its address set forth in this Sublease, in accordance with the provisions of Section
26. The consent to jurisdiction set forth in this Section 24 shall not constitute a general consent to
service of process in the State of Texas and shall have no effect for any purpose except as provided
in this Section 24. The parties hereto agree that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by Applicable Law.
25, Attornevs' Fees. If the parties resort to legal action for the enforcement or
interpretation of this Sublease or for damages on account of a breach hereof, the prevailing party
shall be entitled to an award of its fees and costs (whether taxable or not), including, without
limitation, expert witness fees, all litigation related expenses, and reasonable attorneys' fees
incurred in connection with such action, which award shall be made by the court, not a jury. In
determining which party is the prevailing party, the term "prevailing parry" means the net winner
of the dispute, taking into account the claims pursued, the claims on which the pursuing party was
successful, the amount of money sought, the amount of money awarded, and offsets or
counterclaims pursued (successfully or unsuccessfully) by the other party.
26. Notices. All notices or other communications required or permitted under this
Sublease shall be in writing and may be given by depositing the same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or certified with return receipt
requested, by overnight courier or by delivering the same in person to such party. Notices shall be
deemed given and effective the day personally delivered or the day after being sent by overnight
courier, subject to signature verification. Any parry may change the address for notice by notifying
the other parties of such change in accordance with this Section. Such notice shall be addressed
as follows:
20
If to Sublessor, addressed to it at:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
6288 Salt Road
Ft. Worth, TX 76410
Attn: General Manager
with a copy to (which such copies shall not constitute the provision of
notice to a party hereto for purposes of this Sublease):
Through 1/31/2026:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
18500 North Allied Way
Phoenix, AZ 85054
Attn: Chief Legal Officer
After 2/1/2026:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
5353 E. City North Drive
Phoenix, AZ 85054
Attn: Chief Legal Officer
If to Sublessee, addressed to it at:
Archaea Energy Operating LLC
201 Helios Way, Floor 6
Houston, TX 77079
Attn: Legal Notices
27. Headings. Headings or captions herein are merely for convenience and are not a
part of this Sublease and shall not in any way modify or affect the provisions of this Sublease.
28. No Waiver. No delay or omission to exercise any right or power shall be construed
to be a waiver of any default or acquiescence therein or a waiver of any right or power, and every
such right and power may be exercised from time to time and as often as may be deemed expedient.
Either parry's acceptance of any performance due hereunder that does not comply strictly with the
terms hereof shall not be deemed to be waiver of any right of such party to strict performance by
the other party. Acceptance of past due amounts or partial payments shall not constitute a waiver
of full and timely payment of any sums due hereunder.
29. Electronic Signatures; Counterparts. Electronic signatures (including, without
limitation, portable document format) of the parties shall be acceptable for all purposes. This
21
Sublease may be executed in two or more originals or electronic counterparts, each of which shall
be deemed an original and all of which together shall constitute but one and the same instrument.
30. Severability. If any term or provision of this Sublease should be held invalid or
unenforceable, the parties to this Sublease shall endeavor to replace such invalid terms or
provisions by valid terms and provisions that correspond to the best of their original economic and
general intentions. The invalidity or unenforceability of any term or provision hereof shall not be
deemed to render the other terms or provisions hereof invalid or unenforceable.
31. Entire Agreement. This Sublease constitutes the entire agreement between
Sublessee and Sublessor relating to the subject matter hereof and supersede all prior written and
oral agreements and understandings and all contemporaneous oral representations or warranties in
connection therewith. Neither Sublessee nor Sublessor have made and do not make any
representations or warranties, expressed or implied, except as herein specifically set forth, and
Sublessee and Sublessor hereby expressly acknowledge that no such representations or warranties
have been made by the other party.
32. Compliance with Laws. Each party to this Sublease shall comply with any and all
Applicable Laws, orders, judgments or otherwise, of courts or regulatory bodies having
jurisdiction that affect such party's duties, obligations and performance pursuant to this Sublease.
Sublessor and Sublessee shall timely make any necessary regulatory filings and make copies of
such filings available to the other party.
33. Intemretation. The terms and provisions of this Sublease are not to be construed
more liberally in favor of, nor more strictly against, either party. To the extent the covenants of
the parties under this Sublease create obligations that extend beyond the termination or expiration
of this Sublease, the applicable provisions of this Sublease shall be deemed to survive such
termination or expiration for the limited purpose of enforcing such covenants and obligations in
accordance with the terms of this Sublease. All exhibits and schedules attached hereto are
incorporated herein by this reference.
34. Further Assurances. The parties shall perform all such acts (including, without
limitation, executing and delivering instruments and documents) as reasonably may be necessary
to fully effectuate the intent and each and all of the purposes of this Sublease, including consents
to any assignments, transfers, subleases, or easements permitted hereunder.
35. No Partnership. Nothing contained in this Sublease shall be construed to create any
association, trust, partnership, or joint venture or impose a trust or partnership, duty, obligation, or
liability or an agency relationship on, or with regard to, either party. Neither party hereto shall
have the right to bind or obligate the other in any way or manner unless otherwise provided for
herein.
36. Third Partv Beneficiaries. This Sublease is intended to be solely for the benefit of
the parties hereto and their successors and permitted assignees and is not intended to and shall not
confer any rights or benefits on any other third party not a signatory hereto.
22
37. WAIVER OF DAMAGES: NON -RELIANCE. EXCEPT IN CONNECTION
WITH CLAIMS BY THIRD PARTIES THAT ARE NOT AFFILIATES OF THE PARTIES
HERETO, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INDIRECT, LOSS OF USE, LOST PROFITS, OR CONSEQUENTIAL (OTHER
THAN ACTUAL AND DIRECT) DAMAGES ARISING UNDER OR OUT OF THIS
SUBLEASE OR THE TRANSACTIONS CONTEMPLATED IN THIS SUBLEASE. EXCEPT
FOR THE EXPRESS REPRESENTATIONS OF WARRANTIES SET FORTH HEREIN, AND
IN THE LFG AGREEMENT, SUBLESSEE HAS NOT RELIED UPON, AND WILL NOT
ASSERT THAT IT HAS RELIED UPON, ANY INFORMATION REGARDING SUBLESSOR,
THE LANDFILL, THE LANDFILL GAS OR THE TRANSACTIONS CONTEMPLATED BY
THIS SUBLEASE, AND NONE OF SUBLESSOR OR ANY OF ITS AFFILIATES SHALL
HAVE OR BE SUBJECT TO ANY LIABILITY TO SUBLESSEE OR ANY OTHER PERSON
RESULTING FROM THE FURNISHING TO SUBLESSEE OR ITS AFFILIATES, OR
SUBLESSEE'S OR ITS AFFILIATES' USE OF OR RELIANCE ON, ANY SUCH
INFORMATION OR ANY INFORMATION, DOCUMENTS OR MATERIALS MADE
AVAILABLE TO SUBLESSEE OR ITS AFFILIATES IN ANY FORM IN EXPECTATION OF,
OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS
SUBLEASE.
[Signature page follows]
23
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease to be
effective as of the date first set out above.
SUBLESSOR:
ALLIED WASTE SYSTEMS, INC., a
Delaware corporation
By.°o rr23,' OA2A0�;
Name: Brady Loesch
Title: Vice President
SUBLESSEE:
ARCHAEA ENERGY OPERATING LLC,
a Delaware limited liability company
kmee DlToiima-,;O
By: A-. D',T.-a,.;A, 22, 202 16:03 CDT;
Name: Aimee DiTommaso
Title: Vice President and Chief Commercial Officer
[Signature Page - Site Sublease Agreement]
24
LESSOR JOINDER
In consideration of the Sublease and the benefits derived by Lessor related to the operation of
Sublessee's Facilities, the undersigned Lessor executes this Lessor Joinder on the 24th day of
July , 2025, solely for providing the Lessor Consent.
Capitalized terms not defined in this Lessor Joinder shall have the meanings provided in the
Sublease.
WITNESS/ATTEST:
Name:
LESSOR:
CITY OF FORT WORTH
By: Valerie Washington Jut 23,202513:05:06 CDT)
Name: Valerie Washington
Title: Assistant City Manager
SCHEDULE A
SITE DESCRIPTION
FAJU Y
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Note: Site is generally shown above. Exact boundary of Site to be determined by Survey
as set forth in Sublease.
City Secretary Contract 28336.A6 Execution Copy
STATE OF TEXAS §
KNOW ALL PERSONS BY THESE PRESENTS:
COUNTIES OF TARRANT, DENTON
JOHNSON, PARKER AND WISE
SIXTH AMENDMENT TO THE AGREEMENT TO LEASE AND OPERATE
SOUTHEAST LANDFILL BY AND BETWEEN THE CITY OF FORT WORTH, TEXAS,
AS LESSOR, AND ALLIED WASTE SYSTEMS, INC. d/b/a FORT WORTH SOUTHEAST
LANDFILL, AS LESSEE
- -- TWfi SIXTH--AMENDMENT--TO THE- AGREEMENT---TO—LEASE -AND - OPERATE
SOUTHEAST LANDFILL BY AND BETWEEN THE CITY OF FORT WORTH, TEXAS, AS
LESSOR, AND ALLIED WASTE SYSTEMS, INC. d/b/a FORT WORTH SOUTHEAST
LANDFILL, AS LESSEE (this "Sixth Amendment") is entered into as of the 24th day of July, 2025 (the
"Amendment Effective Date"), by and between the CITY OF FORT WORTH, TEXAS, a home -rule
municipal corporation of the State of Texas, acting herein by and through its Assistant City Manager,
Valerie Washington (the "C" ), and ALLIED WASTE SYSTEMS, INC., a Delaware corporation, duly
authorized to do business in the State of Texas, acting by and through its duly authorized representative
("Lessee').
WITNESSETH:
WHEREAS, the City and Lessee entered into that certain Agreement to Lease and Operate
Southeast Landfill, known as City Secretary Contract No. 28336, as amended (the "Lease and Operating
Agreement'), dated as of January 28, 2003, for the lease and operation of the City's Southeast Landfill,
pursuant to the terms of that certain RFP 02-0087 (the "RFP"), issued by the City; and
WHEREAS, Section 2.08 of the Lease and Operating Agreement provides that the rights to
beneficially use or commercially exploit landfill gas generated from the Southeast Landfill will be by
mutual agreement of the City and Lessee; and
WHEREAS, the City and Archaea Energy Operating, LLC, a Delaware limited liability company
("Developer'), desire to enter into that certain Landfill Gas Rights Development Service Agreement (the
"Landfill Gas Rights Development Service Agreement"), whereby Developer will develop, construct,
own, operate and maintain a facility at the Southeast Landfill for the beneficial use and commercial
exploitation of landfill gas generated from the Southeast Landfill (the "LFG Project"); and
WHEREAS, the City and Lessee have negotiated amendments to the Lease and Operating
Agreement in connection with reaching a mutual agreement relating to the LFG Project and the City's
execution of the Landfill Gas Rights Development Service Agreement; and
WHEREAS, Lessee will sublease a portion of the Southeast Landfill to Developer in connection
with the Landfill Gas Rights Development Service Agreement and the LFG Project and the City consents
to the sublease; and
GRA-Sixth Amendment (Execution Copy).docx
Page i of 6
Execution Copy
WHEREAS, on June 10, 2025, the Fort Worth City Council (through Mayor and Council
Communication 25-0540) authorized the execution of this Sixth Amendment regarding all of the matters
set forth herein; and
WHEREAS, the City and Lessee desire to amend the Lease and Operating Agreement as set forth
herein; and
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed, the City and Lessee agree as follows:
TERMS AND CONDITIONS
1. Recitals: Cauitalized Terms. The recitals set forth above are true and correct and are
hereby incorporated herein by reference. Any capitalized terms used in this Sixth Amendment but not
defined in this Sixth Amendment have the same meaning ascribed to such capitalized terms in the Lease
and Operating Agreement.
2. Southeast Landfill Definition and Description. From and after the Amendment
Effective Date, City and Lessee shall work together in good faith to prepare a description of the Southeast
Landfill, which may include a metes and bounds description and a depiction thereof which, upon the
mutual written agreement of City and Lessee shall be set forth in a written amendment to the Lease to be
signed by both parties.
3. Title to Landfill Gas. The first sentence of Section 2.07 of the Lease and Operating
Agreement is amended in its entirety to be and read as follows:
SECTION 2.07. Mining and Mineral Rights. The City shall retain ownership of all mining
and mineral rights to the Southeast Landfill, including (without limitation) oil and gas (of all kinds,
including landfill gas), gravel, soil, clay, and other minerals, materials, or substances of any nature
whatsoever found in, on or under the Southeast Landfill, or produced by any use of the Southeast
Landfill (whether by the Lessee, the City, or some third party or natural causes).
4. Initial Term. Section 3.01 of the Lease and Operating Agreement is amended and restated
in its entirety to be and read as follows:
SECTION 3.01. Initial Term. The initial term of this Agreement (the "Initial Term")
shall commence on the Contract Date and shall expire on the earlier of (i) the last day of
the Useful Life of the Southeast Landfill, or (ii) the date this Agreement is terminated
pursuant to Article XIV or otherwise as permitted herein.
5. Renewal Term. Section 3.02 of the Lease and Operating Agreement is deleted in its
entirety and all references to "Renewal Term" in the Lease and Operating Agreement are deleted in their
entirety and disregarded for purposes of the Lease and Operating Agreement.
6. Landfill Environmental Fee. Section 7.03 of the Lease and Operating Agreement is
amended in its entirety to be and read as follows:
GRA-Sixth Amendment (Execution Copy).docx
Page 2 of 6
Execution Copy
SECTION 7.03. Landfill Environmental Fee. The Lessee shall charge all Persons that
deliver Non -City Waste to the Southeast Landfill a tipping fee quoted on a per Ton basis as weight
in accordance with this Agreement as follows:
Beeinnint! Date
March 1, 2025
October 1, 2025
__._ __ _October 1, 2026.
October 1, 2027
October 1, 2028
October 1, 2029
Grant of Privilege Non -Grant of Privilege
Transporters
$6.00 per Ton
$6.50 per Ton
$7.00 per Ton____
$7.50 per Ton
$8.00 per Ton
$8.50 per Ton
Transporters
$12.00 per Ton
$12.50 per Ton
_ _$13.00.per Ton _
$13.50 per Ton
$14.00 per Ton
$14.50 per Ton
Effective October 1, 2030, and each anniversary thereafter, such fee per Ton may be increased above the
previous year's landfill environmental fee by $0.50 per Ton per calendar year plus a percentage based on
the percentage change in the Consumer Price Index, series CUUROOOOSEHGO2 CPI-U Garbage & Trash
Collection Services, US City Average, not seasonally adjusted, as published by the United States
Department of Labor, Bureau of Labor Statistics ("CPI-U"). Notwithstanding anything to the contrary, as
calculated, such increase of such fee shall not exceed a total of $1.00 per Ton per year. The CPT-U
adjustment shall be based on the average monthly percentage change in the CPI-U over the applicable 12-
month measurement period from February to January.
7. Sublease and Easements for the LFG Proiect. Pursuant to Section 7.01 of the Lease and
Operating Agreement, the City consents to: (a) the use of the Southeast Landfill for the LFG Project, and
(b) the execution of a sublease agreement between Lessee and Developer whereby Developer subleases
real property at the Southeast Landfill for the development, construction, and operation of the LFG Project,
a copy of which is attached hereto as Attachment 1. All easements necessary for Developer to perform its
obligations under the Landfill Gas Rights Development Service Agreement, and pursuant to Article II of
the Lease and Operating Agreement, shall be granted to Developer only upon the authorization of the Fort
Worth City Council, or City Council designee, such authorization to not be unreasonably withheld,
conditioned or delayed.
8. Notice.
The City's address as identified in Section 15.01(a) of the Lease and Operating Agreement is hereby
deleted and replaced in its entirety as follows:
City Manager's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, TX 76102
With a copy to:
City Attorney
City of Fort Worth
GRA-Sixth Amendment (Execution Copy).docx
Page 3 of 6
Execution Copy
100 Fort Worth Trail
Fort Worth, TX 76102
Lessee's address as identified in Section 15.01(b) of the Lease and Operating Agreement is hereby deleted
and replaced in its entirety as follows:
Allied Waste Systems, Inc.
13630 Fondren Rd
Houston, TX 77085
Attn: Area President
With a copy to:
Through 1/31/2026:
Allied Waste Systems, Inc
c/o Republic Services, Inc.
18500 North Allied Way
Phoenix, AZ 85054
Attn: Chief Legal Officer
After 2/1/2026:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
5353 E. City North Drive
Phoenix, AZ 85054
Attn: Chief Legal Officer
9. Conflicting Terms. In the event of a conflict between the terms or provisions of this Sixth
Amendment and the terms and provisions of the Lease and Operating Agreement, the terms and
provisions of this Sixth Amendment will control and prevail.
10. Ratification. Except as specifically provided in this Sixth Amendment, each and every term and
provision of the Agreement shall be unamended and all terms and provisions of the Lease and
Operating Agreement remain in full force and effect and are hereby ratified by the parties hereto
in all respects.
I I . Counterparts; Electronic Signatures; Binding Nature. This Sixth Amendment may be executed
in multiple counterparts by the parties hereto. All counterparts so executed shall constitute one
agreement binding upon all of the parties hereto, notwithstanding that all of the parties hereto are
not signatories to the original or the same counterpart. Each counterpart shall be deemed an original
to this Sixth Amendment, all of which shall constitute one agreement to be valid as of the
Amendment Effective Date. Each party hereto agrees that this Sixth Amendment and any other
documents to be delivered in connection herewith may be electronically signed, and that any
electronic signatures appearing on this Sixth Amendment, or such other documents are the same
as handwritten signatures for the purposes of validity, enforceability, and admissibility. The
provisions hereof are binding upon and inure to the benefit of the parties hereto and their respective
GRA-Sixth Amendment (Execution Copy).docx
Page 4 of 6
Execution Copy
successors and assigns and this Sixth Amendment and the Lease and Operating Agreement
constitute the entire understanding between the parties hereto in respect to the subject matter
hereof.
[Signature page to follow]
GRA-Sixth Amendment (Execution Copy),docx
Page 5 of 6
Execution Copy
IN WITNESS WHEREOF, this Sixth Amendment has been executed effective as of the Amendment
Effective Date. '
LESSEE:
ALLIED WASTE SYSTEMS, INC.
By:B dyL es Ju123, 202508.2 A6CDT)
Its: Brady Loesch, Vice President
Date Signed: 07/23/2025
CITY:
CITY OF FORT WORTH, TEXAS
_j ,-W.A-,(t-
Valerie Washington (Jul 23, 2025 13:05:06 CDT)
Valerie Washington
Assistant City Manager
Date Signed: 07/23/2025
ATTEST:
Jannette Goodall
City Secretary
APPROVED AS TO FORM AND LEGALITY:
M. Kevin Anders, II
Assistant City Attorney
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible for the monitoring and administration
of this contract, including ensuring all per performance and reporting requirements.
chvistrah ttavvet
Chrirtian Harper (J1123, 202508128 29 CDT)
Name: Christian Harper
Contract Services Administrator
M&C: 25-0540
Form 1295: N/A
[Signature Page — Sixth Amendment to the Agreement to Lease and Operate Southeast Landfill]
Attachment 1
Sublease of Southeast Landfill
See attached hereto.
Execution Copy
Page 6 of 6
City Secretary Contract Number 28336-SL1 Execution Copy
SITE SUBLEASE AGREEMENT
Southeast Landfill (the "Landfill")
THIS SITE SUBLEASE AGREEMENT (this "Sublease") is entered into this 24th day
of July, 2025, between ALLIED WASTE SYSTEMS, INC., a Delaware corporation
("Sublessor"), and ARCHAEA ENERGY OPERATING LLC, a Delaware limited liability
company ("Sublessee"). Except as otherwise expressly set forth in this Sublease, capitalized terms
not otherwise defined herein shall have the meaning given those terms in the LFG Agreement (as
defined below) as the same shall apply to the RNG Production Facility at the Site (as defined
below).
RECITALS
WHEREAS, the City of Fort Worth, Texas, a home rule municipal corporation of the
state of Texas ("Lessor") and Sublessor entered into that certain Agreement to Lease and Operate
Southeast Landfill, known as City Secretary Contract No. 28336 (the "Original Agreement"),
dated as of January 28, 2003, for the lease of the Lessor's property located at 6288 Salt Road, Fort
Worth, Texas, 76410 and known as the Southeast Landfill (the "Landfill"), pursuant to the terms
of that certain RFP 02-0087 (the "RFP"), issued by the Lessor; and
WHEREAS, Lessor and Sublessor entered into that certain First Amendment to the
Original Agreement known as City Secretary Contract No. 32407 (the "First Amendment"), on or
about September 25, 2005; and
WHEREAS, Lessor and Sublessor entered into a Second Amendment to the Original
Agreement known as City Secretary Contract No. 28336-A2, entered into on or about December
28, 2009 (the "Second Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Third Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A3, entered into as of September
27, 2013 (the "Third Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Fourth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A4, entered into on or about
April 29, 2019 (the "Fourth Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Fifth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A5, last executed by the Lessor
on the date of May 1, 2023 (the "Fifth Amendment"); and
WHEREAS, Lessor and Sublessor entered into that certain Sixth Amendment to the
Original Agreement known as City Secretary Contract No. 28336-A6, entered into as of
Julv 24 , 2025 (the "Sixth Amendment" and together with the Original Agreement, the
First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and
the Fifth Amendment, the "Lease"); and
WHEREAS, Lessor and Sublessor entered into that certain Mutual Agreement Regarding
Beneficial Use of Landfill Gas, entered into as of July 24 , 2025 (the `Beneficial Use
Agreement"), which sets forth the Lessor's and Sublessor's mutual agreement to the landfill gas
development project to be developed at the Landfill pursuant to the LFG Agreement (defined
below); and
WHEREAS, a copy of the Lease has been provided to Sublessee prior to the date of this
Sublease; and
WHEREAS, pursuant to Section 2.08 of the Lease, Lessor and Sublessee are parties to
that certain Landfill Gas Rights Development Service Agreement dated July 24 , 2025
(the "LFG Agreement"), with respect to the beneficial use and commercial exploitation of the
landfill gas generated and collected from the Landfill ("Landfill Gas"); and
WHEREAS, Sublessee desires to sublease a portion of the Landfill from Sublessor
generally described in Schedule A attached hereto and incorporated herein (the "Site"), and
Sublessor desires to sublease the Site to Sublessee, on the terms and provisions set forth herein;
and
WHEREAS, the parties acknowledge that Lessor's consent to this Sublease is required by
the Lease, and the effectiveness of this Sublease is conditioned upon the receipt of such consent
by Lessor simultaneously with the execution of this Sublease in a form acceptable to Sublessor in
its sole discretion (the "Lessor Consent"). Accordingly, Lessor shall, concurrently with the
execution of this Sublease, j oin the Sublease for the sole purposes of providing the Lessor Consent.
TERMS AND CONDITIONS
NOW, THEREFORE, for valuable consideration, the parties agree as follows:
1. Pronertv Description: Sublease; Relocation and Survev.
(a) In consideration of the rent and covenants herein stipulated to be paid and
performed by Sublessee, Sublessee's execution of the LFG Agreement, and subject to the receipt
by Sublessor of the Lessor Consent, Sublessor does hereby grant, demise, and sublease unto
Sublessee the Site solely for the Permitted Use (defined below), including, without limitation,
designing, constructing, owning, and operating the RNG Production Facility on the Site
("Sublessee's Facilities"), together with the non-exclusive right to use such roadways leased by
Sublessor under the Lease which are reasonably necessary to access the Site. The Site is subleased
to Sublessee in "as -is, where -is" condition, and Sublessee accepts the Site in its current condition.
Sublessor shall have no obligation to make any improvements to the Site before or during the Term
of this Sublease.
(b) This Sublease and Sublessor and Sublessee's rights and obligations pursuant
to this Sublease are subject and subordinate at all times to the Lease and to all of the covenants
and agreements of the Lease. Sublessee agrees not to do, permit or tolerate anything to be done
on the Site or in connection with Sublessee's use or occupancy of the Site which would violate any
P)
covenant or agreement set forth in the Lease or would cause Sublessor to be in default under the
Lease. Sublessee expressly agrees that, if Sublessor's tenancy, control, or right to possession of
the Site shall terminate by expiration, forfeiture, cancellation, surrender, foreclosure, or by virtue
of any other agreement or in any other manner, then this Sublease shall thereupon terminate. As
a material consideration hereof, Sublessee does hereby waive and release Sublessor and its
Affiliates from any and all claims for damages or otherwise which Sublessee may have, claim, or
acquire by reason or as a result of any termination of this Sublease caused by reasons beyond
Sublessor's reasonable control. Sublessee further agrees that Sublessee shall, at any time and from
time to time, upon demand, execute, acknowledge, and deliver such further reasonable instrument
or instruments as shall be desired to more conveniently and certainly evidence the subordination
hereinabove provided. Notwithstanding anything to the contrary set forth herein, in no event shall
Sublessee have any rights of Sublessor under the Lease, it being expressly agreed to by Sublessor
and Sublessee that this Sublease shall be separate, distinct and independent of the any rights of
Sublessor under the Lease.
(c) Notwithstanding anything in this Sublease to the contrary, Sublessee
understands and agrees that Sublessor's primary interest and obligation is the safe and efficient
operation of the Landfill, in compliance with Applicable Laws (such term as used in this Sublease
shall have the meaning set forth in the Lease) and permit conditions, and that any obligations of
Sublessor to Sublessee hereunder shall remain secondary to the operation, management, permits,
and/or compliance with Applicable Laws of or relating to the Landfill, and the collection and
disposal of waste at the Landfill (including the decision regarding waste acceptance and disposal).
For purposes of this Section 1(c), the operation of the Landfill shall be deemed to include, without
limitation, the operations of any affiliate of Sublessor and any third party (or any affiliated or
successor entity engaged in similar or related activities) at the Landfill. Notwithstanding anything
in this Agreement to the contrary, Sublessee's rights and interests under this Sublease, shall not
interfere with Sublessor's compliance with any permits, licenses, approvals or authorizations,
Applicable Laws related to any of the Landfill, or with the lawful and safe operation of any of the
Landfill, including, without limitation, the design, division, construction, operation, expansion
(vertical or horizontal), maintenance, and monitoring of any of the collection systems and/or the
Landfill, or the closure, and post -closure of the Landfill. Notwithstanding anything in this
Sublease to the contrary, Sublessor shall be free at all times to take any action Sublessor deems
necessary or desirable in accordance with the Lease and industry standard and prudent operating
practices, in Sublessor's sole and absolute judgment, in connection with any of the Landfill,
including, without limitation, any action required to comply with any Applicable Law, mitigate or
eliminate any thermal reaction within any of the Landfill or to respond to community concerns,
without regard to the effect of such action on the quantity or quality of Landfill Gas extracted from
the Landfill. Sublessor may operate its blowers and flares independent of Sublessee, if Sublessor
deems it necessary. Subject to this Section 1(c), Sublessor and Sublessee will work together in
good faith to attempt to minimize adverse impacts to the collection of Landfill Gas with respect to
flow and Sublessee's operations resulting from Sublessor's primary interest and obligation;
provided, however, that nothing in this Sublease shall (a) require Sublessor to incur costs or
expenses in taking any actions that are not required to be taken by Sublessor in this Sublease with
respect to compliance with Applicable Laws and permits relating to the Landfill and Sublessor's
operations (without taking into account Sublessee's activities for purposes of making the foregoing
determination), or (b) alter the types or quantities of waste received of and disposed of at the
3
Landfill (including ceasing or reducing disposal of waste which does not generate any or sufficient
Landfill Gas or inhibits the generation of Landfill Gas or changes the chemical composition or
attributes of the Landfill Gas). Notwithstanding anything to the contrary set forth in this Sublease,
(i) in the event of any action or event which (A) in the reasonable judgment of Sublessor may
create a health or safety emergency at the Landfill or the RNG Production Facility or (B) in the
reasonable judgment of Sublessor may cause damage to the Landfill or the RNG Production
Facility (including any equipment), or (ii) if the delivery of Landfill Gas to Sublessee pursuant to
the terms of the LFG Agreement may, in the reasonable judgment of Sublessor, result in non-
compliance with any Applicable Law, then Sublessor may, in addition to any other remedy it may
have under this Sublease, cease delivery of Landfill Gas to Sublessee, as applicable, during the
existence of any of the foregoing circumstances or conditions, and the suspension of the delivery
of Landfill Gas pursuant to the terms of this sentence shall not be a breach of this Sublease and
shall not give rise to any liabilities or obligations of Lessor or Sublessor to Sublessee under this
Sublease or otherwise, including, without limitation, consequential or special damages; provided
that in such circumstances, Sublessee shall be relieved from its corresponding duties hereunder
related to the receipt and processing of Landfill Gas at the RNG Production Facility.
(d) The parties agree that Sublessee shall, at Sublessee's sole cost and expense,
commission an ALTA survey (the "Survey") of the Site within one hundred and twenty (120) days
of the Commercial Operations Date applicable to the RNG Production Facility at the Site. The
Survey shall be acceptable to Lessor, Sublessee, and Sublessor, and certified to each Lessor,
Sublessor and Sublessee, and such other parties as Lessor, Sublessor and Sublessee shall designate.
Sublessor shall reasonably cooperate with Sublessee in obtaining the Survey and shall provide the
most recent boundary survey and title insurance policy to the extent the same exists and is
available. Upon completion of the Survey, Sublessee shall deliver a copy to Lessor and Sublessor,
and upon written approval of same by Sublessor, the metes and bounds legal description of the
Site set forth therein shall replace and supersede the description of the Site set forth on Schedule
A.
(e) To the extent permitted by the Lease, either party may file for record with the
recorder of the county in which the Landfill is located a recordable notice or memorandum of this
Sublease; provided that the form of notice or memorandum has been approved by Sublessor in
advance and in writing, which approval may not be unreasonably withheld. If Sublessee does not
record a termination or cancellation of any notice or memorandum of this Sublease within thirty
(30) days following the termination or expiration of this Sublease, Sublessor is hereby authorized
to do so as Sublessee's attorney -in -fact. If Sublessee's Facilities are relocated during the term
hereof, the parties shall record a revised memorandum that identifies the new location of the Site
and any related easements; provided that the form of notice or memorandum has been approved
by Sublessor in advance and in writing, which approval may not be unreasonably withheld.
2. Term. Subject to and conditioned upon the receipt of the Lessor Consent, the term of
this Sublease ("Term") shall commence on the date first set forth above and, unless earlier terminated
as provided herein, shall continue and remain in effect until the earlier to occur of (a) the expiration
or earlier termination of the Lease, or (b) the expiration or earlier termination of the LFG Agreement.
Notwithstanding anything to the contrary set forth in this Sublease, in the event Sublessee does
not have the right to purchase the Landfill Gas from the Landfill pursuant to the LFG Agreement
4
or develop or operate the RNG Production Facility pursuant to the LFG Agreement at the Site, this
Sublease shall automatically terminate as of the date thereof. Sublessee shall surrender the Site at
the expiration or termination of this Sublease in the condition set forth in Section 5(d) below. For
avoidance of doubt, Sublessee shall not surrender the Site if Sublessee and Lessor have entered
into a lease which permits Sublessee to remain on the Site pursuant to the provisions of such lease,
and Sublessor is released in writing by the Lessor of any obligation to surrender and return the Site
to Lessor pursuant to the Lease.
3. Warranty of Title and Quiet Eniovment. Sublessor warrants that Sublessor has a
valid leasehold interest in the Site, and that subject to the receipt of the Lessor Consent, Sublessor
has all right and authority to make and perform this Sublease. Sublessor covenants that subject to
the receipt of the Lessor Consent, Sublessee and except for the rights of Lessor under the Lease,
so long as Sublessee observes and keeps the covenants of this Sublease on its part to be kept and
complies with the LFG Agreement, and so long as the LFG Agreement is in effect and subject to
the terms and conditions of the LFG Agreement, shall lawfully, peaceably and exclusively hold,
occupy and enjoy the Site during the term hereof, free from any interference caused by parties
claiming an interest by, through or under Sublessor.
4. Rent. Sublessor acknowledges payment in advance of rent for the term of this
Sublease, including any extensions thereof, in the sum of Ten Dollars ($10.00).
5. Use, Improvements and Equipment; Obligations in Respect of Proiect.
(a) The Site may be used by Sublessee solely for those purposes consistent with
the LFG Agreement and this Sublease (the "Permitted Use"). Pursuant to the LFG Agreement and
this Sublease, Sublessee shall, or shall cause a third party to, design, construct, and operate
Sublessee's Facilities on the Site, at its sole cost and expense. In connection therewith, and in
accordance with the LFG Agreement, Sublessee has the right, at its sole cost, to do all work
necessary to prepare, maintain and alter the Site for Sublessee's business operations, and Sublessee
shall provide Sublessor with at least ten (10) business days advance notice of any construction on
the Site, including the names of contractors and subcontractors involved in such construction.
(b) Subject to the terms, conditions and limitations contained in this Sublease,
the Lease, the Beneficial Use Agreement and the LFG Agreement, and for the consideration of
Royalty Payments paid to Sublessor, Sublessor shall deliver at the Delivery Point to Sublessee all
Landfill Gas collected by the Collection System from and after the Pre -Commercial Operations
Date of the RNG Production Facility; provided, however, that Sublessee may reject Landfill Gas
delivered to the Delivery Point, if Sublessee determines, in its sole discretion, that such Landfill
Gas is reasonably likely to (i) materially damage any part of the RNG Production Facilities, or (ii)
create a health or safety emergency at any RNG Production Facility; provided, further, Sublessee
shall have no obligation to receive and, Sublessor shall have no obligation to so deliver, Landfill
Gas to the extent that (1) the RNG Production Facility cannot process all of the Landfill Gas, (2)
Landfill Gas cannot be delivered to the Delivery Point due to Force Majeure, (3) delivery of
Landfill Gas to the Delivery Point is inconsistent with Sublessor's priority of operations at the
Landfill as described herein, or (4) any such Landfill Gas is necessary for Flare Turndown
Requirements (if Sublessee does not provide Sublessor with conventional natural gas necessary to
M
satisfy the Flare Turndown Requirements). In the event Sublessee determines that the
circumstances described in the foregoing sub -clauses (i) and/or (ii) are reasonably likely to occur,
Sublessee shall notify Lessor and Sublessor of such determination and Sublessor shall flare or
otherwise reduce or destroy or use for other than beneficial and economic purposes any Recovered
Landfill Gas (to the extent such Recovered Landfill Gas is in the possession of Sublessor) in
accordance with Applicable Law during the existence of any of the foregoing circumstances or
conditions.
(c) Subject to the terms of the LFG Agreement, Sublessee shall retain title to,
and shall be entitled to the economic benefits of, all Tax Benefits associated with the Recovered
Landfill Gas, the Project and any RNG Production Facility; provided that the foregoing shall not
grant Sublessee any rights to any tax, emission, or other credits, certificates, or similar benefits
related to the collection, transportation, delivery, management or control of Landfill Gas prior to
the delivery of Landfill Gas to the Delivery Point.
(d) Nothing herein shall be deemed to make Sublessee responsible for the
control and containment of Landfill Gas at the Landfill prior to delivery of such at the Delivery
Point, whether related to subsurface migration or surface emission, including the legal
responsibility arising under applicable Environmental Laws. Sublessor shall be responsible for the
permitting, installation, operation and maintenance of air pollution control devices associated with
the Landfill upstream of the Delivery Point required by any Permit, including the Landfill's Title
V Permit; and Sublessee shall, at its sole cost and expense, be responsible for the permitting,
installation, operation and maintenance of all air pollution control devices associated with all
Landfill Gas processing equipment required by any permit, including the Title V Permit, in
connection with the Project and the transactions contemplated by the LFG Agreement, including,
as applicable, gas compression, cooling, dehydration systems, hydrogen sulfide and volatile
organic compounds (VOCs) removal systems, carbon dioxide removal systems, nitrogen/oxygen
removal systems, thermal oxidizer and off -specification flare systems (emissions control
equipment), and gas compression systems. Both parties agree that they will not voluntarily take
the position that the activities of the Sublessor and Sublessee at the Landfill should be treated as a
combined or single source for purposes of air permitting or air emission. To the extent any
Governmental Authority, pursuant to its application or interpretation of any Environmental Laws,
or otherwise, does not assert or is not successful in asserting the position that activities of Sublessor
and Sublessee at the Landfill will be treated as a combined or single source for purposes of air
permitting or air emission, Sublessee and Sublessor shall each comply with their respective
obligations under their respective Title V Permits.
(e) Sublessor shall comply with the terms of the Beneficial Use Agreement
applicable to Sublessor, including, without limitation, Section 7(b), (c), (d), and (e) and Section 8
of the Beneficial Use Agreement.
(f) Sublessee shall comply with the terms of the LFG Agreement applicable to
Sublessee.
(g) Following the effective date of the LFG Agreement, upon the written request
of Sublessor or Sublessee to the other, Sublessor and Sublessee shall confer with respect to
potential physical improvements to the Collection System in an effort to attempt to optimize the
Collection System for the benefit of the RNG Production Facilities while maintaining Sublessor's
priority of operations at the Landfill as described herein and Sublessor's compliance with the terms
of the Lease. In the event that Lessor, Sublessor and Sublessee each agree that any improvements
to the Collection System, or management thereof, should be implemented, Lessor, Sublessor and
Sublessee agree to use commercially reasonable efforts to negotiate, execute and deliver a separate
written agreement with respect thereto upon the terms and conditions satisfactory to each of the
parties thereto and requiring City Council approval; provided, however, Sublessor shall not be
responsible for incurring any new, or increased, costs and expenses with respect to any such
improvements unless otherwise agreed in writing by Lessor, Sublessor and Sublessee following
the date of this Sublease.
(h) Throughout the Term, Sublessor shall not require Sublessee to remove or
relocate any part of the RNG Production Facilities except to the extent reasonably necessary for
the operation, management, and maintenance of the Landfill, Landfill Operator Facilities, or City
Facilities; provided that if Sublessee is required to remove or relocate any portion of the RNG
Production Facilities pursuant to this Section 5(h), Sublessor shall give eighteen (18) months' prior
written notice to Sublessee to relocate the RNG Production Facilities.
(i) Subject to any terms of the Lease, LFG Agreement or the Beneficial Use
Agreement to the contrary, Sublessor shall maintain and operate the Collection System at the
Sublessor's own expense in conformity with Applicable Laws; provided, however, that such
obligation to maintain and operate the Collection System shall be limited to obligations relating to
Sublessor's compliance with Applicable Laws.
0) Upon reasonable written request from Sublessee, Sublessor shall within
twenty (20) days of its receipt of such request provide to Sublessee information related to the
quality and quantity of the Landfill Gas and the quantity and types of the waste disposed of at the
Landfill, in each case only to the extent required to be reported to any Governmental Entity and,
in such case, only a copy of what was provided to such Governmental Authority shall be provided
to Sublessee.
(k) In no way limiting the foregoing, and in addition to any other requirements
set forth herein or in the LFG Agreement, Sublessee shall be responsible for the design,
construction, and operation of Sublessee's Facilities in accordance with the plans and
specifications prepared by Sublessee and approved by Lessor and Sublessor, such approval not to
be unreasonably withheld, conditioned or delayed. Information to be provided to Lessor and
Sublessor in connection with the design, construction and operation of Sublessee's Facilities shall
include, without limitation, a site plan showing the plant layout, the location and nature of
perimeter fencing, signage, and landscaping around Sublessee's Facilities, the location of the
switch gear, the location of the gas pipeline from the Delivery Point to Sublessee's Facilities, and
the location of any interconnection and/or transmission equipment, and such other information as
may be reasonably requested by Lessor or Sublessor. Sublessee shall be responsible, at its sole
cost and expense, for obtaining all necessary governmental permits, licenses and approvals and
any other necessary consents and approvals of any other third parties required for the design,
construction, installation, operation, and maintenance of Sublessee's Facilities.
7
(1) Sublessor shall have no liability or obligation to make any alterations or
improvements to the Landfill in connection with any permits, licenses, consents or approvals to be
obtained by Sublessee. Further, Sublessee shall not have any authority to bind Lessor, Sublessor
or the Landfill to any improvements or alterations without Lessor's or Sublessor's prior written
consent, which may be withheld in Lessor's or Sublessor's sole discretion. In the event any
permits, licenses, consents or approvals to be obtained by Sublessee in connection with the design,
construction, installation, operation and maintenance of Sublessee's Facilities may require any
alterations or improvements to the Landfill, Sublessee shall provide prior written notice to Lessor
and Sublessor, obtain Lessor's and Sublessor's prior written consent, and permit Lessor and
Sublessor to review and comment on any request for alterations or improvements. In the event
that Lessor and Sublessor consent in writing to any alterations or improvements, such consent not
to be unreasonably withheld, condition or delayed, Sublessee shall be solely responsible for all
costs and expenses for such alterations or improvements, as well as the reasonable cost of any
additional alterations or improvements required by Lessor or Sublessor. Sublessee shall be solely
responsible to ensure that Sublessee's Facilities and activities at the Site do not present any undue
risk of an explosion or other hazard at the Site or surrounding property; comply with all Applicable
Laws relating to the Site and Sublessee's Facilities and operations including, but not limited to, all
Environmental Laws (defined below) and applicable permits and Sublessee shall seek any and all
required governmental approvals in connection with its use and operation of the Site. After
construction of Sublessee's Facilities, Sublessee shall not make nor suffer to be made any
structural or external alterations or additions to the Site or Sublessee's Facilities, without Lessor's
and Sublessor's prior written consent, which consent will not be unreasonably withheld, other than
the installation of the improvements and other works that Sublessee is specifically authorized to
carry out on the Site pursuant to this Sublease or the LFG Agreement. All other alterations or
additions shall require Lessor's and Sublessor's prior written consent, each at its sole discretion.
Whenever Lessor's or Sublessor's approval or consent is required under this Section 50), within
thirty (30) days after Sublessee's request therefor, Lessor and Sublessor shall notify Sublessee of
Lessor's or Sublessor's approval or disapproval thereof, as the case may be, and the reasons why,
if any, that such request is not approved, whether Lessor or Sublessor require additional
information in order to complete their review, or Lessor's or Sublessor's need for additional time
to review the request and the reasons therefor. If Lessor or Sublessor fails to timely notify
Sublessee as set forth in the preceding sentence, and such failure continues for five (5) business
days after a second notice to Lessor and Sublessor, then Lessor or Sublessor shall be deemed to
have approved or consented to such request.
(m) At all times during the term of this Sublease, Sublessee will keep and
maintain, or cause to be kept and maintained, Sublessee's Facilities and all such improvements,
fittings and fixtures as Sublessee may erect on the Site in good repair and working condition having
regard to their nature and Permitted Use.
(n) Upon the expiration or earlier termination of this Sublease, unless Lessor
and Sublessee enter into a new lease for the Site, Sublessee shall remove the Sublessee's Facilities
from the Site and restore the Site and any portion of the Site or the Landfill subject to easements
or rights of way or otherwise utilized by Sublessee in connection with the Sublessee's Facilities,
as required by the Lease and the LFG Agreement; provided that Sublessee may leave in place any
8
underground piping and any other underground components of Sublessee's Facilities (including,
without limitation, property belonging to or installed by or on behalf of any utility provider
providing utility services to the Site) if Sublessee has received the written approval by Sublessor
and Lessor, at the time of approval of the plans and specifications for the RNG Production Facility
by Sublessor and Lessor to leave such items in place, and leaving such in place will not impede, or
increase the cost of, Sublessor's intended operation or development of the areas which include
such underground piping or underground components from and after the expiration or earlier
termination of this Sublease, and further provided that the same is abandoned in a safe manner and
in compliance with Applicable Law. In the event leaving such items in place will impede or
increase the cost of Sublessor's intended operation or development of the areas which include the
underground piping or underground components, Sublessor shall provide written notice to Lessee
within thirty (30) days following the expiration or earlier termination of this Sublease
("Sublessor's Removal Notice"), whereupon Sublessee shall have a period of five (5) years from
the date of expiration or earlier termination of this Sublease to remove such underground piping or
underground components, unless Sublessor advises Sublessee in Sublessor's Removal Notice that
it requires the earlier removal of same, in which case such items shall be removed on or before the
date set forth by Sublessor in Sublessor's Removal Notice (but in no event earlier than one hundred
eighty (180) days from the expiration or earlier termination of this Sublease). Any part of
Sublessee's Facilities that has not been removed prior to the date that is one hundred eighty (180)
days after the expiration or earlier termination of this Sublease, or as set forth above (the "Removal
Period") shall, at Sublessor's option, be deemed to have been abandoned, and title to such items
shall, at Sublessor's option, vest in Sublessor at the end of the Removal Period, without any
payment or other consideration given by Sublessor. Alternatively, Sublessor may require
Sublessee to remove all or any part of the remaining portion of Sublessee's Facilities at Sublessee's
expense and, if Sublessee fails to remove such items at Sublessor's request, Sublessor may remove
them at Sublessee's expense. For the avoidance of doubt, this Section 5(n) shall survive expiration
or termination of this Sublease.
(o) Sublessor and Sublessee intend and agree that, subject to the terms and
conditions of this Sublease, Sublessee's Facilities shall be and remain the property of Sublessee,
and shall at no time become a fixture with respect to the Site. Title to all of Sublessee's Facilities
situated or erected on the Site, as hereinabove allowed, and any alteration, change or addition
thereto, shall remain solely in Sublessee. Except as specifically provided in this Sublease, any
equipment and/or personal property that Sublessor furnishes to Sublessee under this Sublease shall
remain Sublessor's property.
(p) In addition to the rights of Lessor under the Lease, Sublessor and its
employees and agents shall have the right, upon one calendar day's advance written notice and
during normal business hours, to access the Site and to review and inspect Sublessee's Facilities
and Sublessee's operations on the Site from time to time during the term of this Sublease. Such
review and approval shall create no warranties to Sublessee and shall be limited to the extent
necessary to satisfy Sublessor that, in Sublessor's reasonable business judgment, Sublessee's
Facilities and operations on the Site:
Sublease;
(i) comply with Applicable Law and the terms and conditions of this
9
(ii) do not affect or interfere with Sublessor, the Landfill or Sublessor's
operations at the Landfill in a manner inconsistent with the provisions of Section 1(c) of this
Sublease;
(iii) do not emit noxious odors or other emissions that violate any
Applicable Law, or are not consistent with community standards, and
(iv) do not emit noise in violation of any Applicable Law or are not
inconsistent with community standards.
(q) Sublessor shall be responsible for providing Sublessee, its contractors,
invitees to the Site relating to Sublessee's business operations, and agents suitable road access to
the Site and Sublessee's Facilities, provided that Sublessee shall comply with Sublessor's
reasonable rules and requirements applicable to all persons that enter the Landfill as may be
noticed to Sublessee in writing from time to time, and shall cause its officers, directors, employees,
agents, contractors, and invitees to comply with such rules and requirements when crossing
Sublessor's property for ingress to or egress to and from the Site or when on Sublessor's property
for other purposes related to the transactions contemplated in this Sublease, and shall cause its
officers, directors, employees, agents, contractors, and invitees to comply with such rules and
requirements. Notwithstanding the foregoing, in the event of an Emergency Condition (defined
below), Sublessee shall have the right to access the Site with such notice as is practical given the
circumstances. Sublessor shall also be solely responsible for maintaining the access road to the
Site and Sublessee's Facilities and otherwise keeping them clear for such suitable access.
(r) Sublessee shall, if requested by Sublessor, at Sublessee's sole cost and
expense, construct and maintain a fence that encloses the perimeter of the Site of a height, size,
material, color, and type subject to the mutual agreement of the parties hereto. Such fence and the
height, size, material, color or type thereof shall not adversely affect Sublessee, Sublessee's
Facilities, or Sublessee's operations on the Site.
(s) Sublessee shall comply with Sublessor's reasonable rules and requirements
applicable to all persons that enter the Landfill as may be noticed to Sublessee in writing from time
to time, and shall cause its officers, directors, employees, agents, contractors, and invitees to
comply with such rules and requirements when crossing Sublessor's property for ingress to or
egress to and from the Site or when on Sublessor's property for other purposes related to the
transactions contemplated in this Sublease, and shall cause its officers, directors, employees,
agents, contractors, and invitees to comply with such rules and requirements.
(t) Sublessee will punctually pay, discharge and satisfy all water, gas,
telephone, electricity, and power charges and other like payments ("Utility Pavments"), charged
on or in respect of the Sublessee's Facilities or Sublessee's use of the Site, and if Sublessee defaults
in payment of such Utility Payments, Sublessor may (but shall not be required to) pay the same
and in addition to Sublessor's other rights, powers and remedies under this Sublease, may recover
the same from Sublessee. Notwithstanding anything herein to the contrary, Sublessee shall not be
responsible for any Utility Payments incurred by or on behalf of the use of any portion of the Site
10
by Sublessor or its agents, employees or contractors. At any time that any Utility Payments that
Sublessee must pay remain unpaid and uncontested later than thirty (30) days after they become
delinquent, Sublessor may give written notice to Sublessee of its default, specifying the default.
If Sublessee continues to fail to pay any Utility Payments, or to contest them in good faith within
ten (10) days after the written notice, Sublessor may pay the items specified in the notice, and
Sublessee will, on demand, reimburse Sublessor any amount paid or expended by Sublessor for
this purpose, plus interest at the rate of one and one-half percent (1.5%) above the fluctuating
prime rate of interest announced publicly by Wells Fargo Bank, N.A., or its successor entity, from
time to time as its reference rate, until Sublessee has reimbursed Sublessor in full.
(u) In the case of an Emergency Condition, Sublessor may take any action as
may be reasonably necessary to resolve or rectify any such Emergency Condition, in accordance
with good engineering practice and all Applicable Laws, without consulting with or obtaining
input from Sublessee. For purposes of this Sublease, "Emergency Condition" means a condition
or situation at the Landfill that presents an imminent or current physical threat or danger to life or
health or presents an imminent or current physical threat to property or the environment, including,
but not limited to, any condition that has or is likely to result in a material breach of a site permit
or a material breach of Applicable Laws, including, but not limited to, any Environmental Law.
For purposes of this definition, "material breach" means a breach that could result in the imposition
of any penalties, fines or other criminal or civil liabilities or obligations or the suspension or
revocation of any permit, license, or approval, or could necessitate the taking of immediate
remedial or corrective actions.
(v) To the extent permitted by the Lease, Sublessor may curtail, suspend, or cease
operation of the Landfill as an active waste disposal facility at any time, in its sole discretion.
Sublessee acknowledges and agrees that wastes delivered to the Landfill may vary materially in
quantity and substance. Sublessor may take any and all actions reasonably required by, and to the
extent necessary to comply with, the Lease and any laws, rules, regulations, permits, licenses and
other governmental requirements relating to the Landfill.
(w) Sublessee shall not allow any condition to exist on the Site that constitutes a
public or private nuisance.
6. Taxes and Assessments. Unless real estate taxes and assessments are separately
assessed against and with respect to the Site, in which case Sublessee shall be responsible for
payment of such taxes and assessments, Sublessor will promptly pay all taxes and assessments
against the Site as and when they become due, except that Sublessee shall reimburse Sublessor for
any increase in real estate taxes and assessments, and for any other taxes or assessments paid by
Sublessor that are attributable to the presence of Sublessee's Facilities on the Site or to Sublessee's
use of the Site, within thirty (30) days after written demand therefor accompanied by tax bills and
other reasonable evidence thereof. Sublessor and Sublessee agree that they will cooperate, at
Sublessee's sole cost, to request that the Site and Sublessee's Facilities be separately assessed, if
Sublessor and Sublessee each desire to cause the Site to be a separate tax parcel.
7. Destruction. If Sublessee's Facilities located on the Site are totally or substantially
damaged or destroyed by any cause during the Term of this Sublease, Sublessee shall rebuild and
11
restore Sublessee's Facilities to the extent required and consistent with the terms of the LFG
Agreement and, Sublessee may elect not to rebuild and restore the facilities by written notice to
Sublessor delivered consistent with the terms of the LFG Agreement, and in such event, this
Sublease shall automatically terminate as of the date of Sublessee's notice. Upon such termination,
neither party shall have any further rights or obligations hereunder except for those obligations
that expressly survive the expiration or earlier termination of this Sublease.
8. Permits and Approvals. Sublessee shall obtain all permits, authorizations, consents,
licenses and approvals (or modifications of any of the foregoing) required to be obtained with
respect to the activities contemplated herein and in the LFG Agreement and shall maintain such
permits and authorizations in effect at all times during the term of this Sublease. All applications,
filings or communications with third parties in connection with any of the foregoing shall be
subject to Sublessor's prior review and written approval, which shall not be unreasonably withheld.
Sublessor agrees to reasonably cooperate with Sublessee, at Sublessee's expense and utilizing such
consultants, agents, attorneys and representatives as deemed necessary by Sublessor in its sole
discretion, in making any application for and obtaining all licenses, permits, and any and all other
necessary approvals that may be required for Sublessee's intended use of the Site, provided the
same do not adversely affect Sublessor's permits, approvals, authorizations or operations at the
Landfill. Notwithstanding the foregoing, Sublessor may elect, at its sole cost and expense, to
participate in any hearings, proceedings or other procedures, and with the preparation of any
environmental impact reports or studies required in connection with any permits, authorizations or
easements related to the installation, construction or expansion of, modification or addition to, or
operation, repair or maintenance of Sublessee's Facilities. If at any time during the Term of this
Sublease, Sublessor is required to obtain or modify any of its respective permits, licenses or
approvals that it would not have been required to obtain and/or modify but for this Sublease or
Sublessee's activities or operations and Sublessor agrees in writing to do so in its sole discretion,
Sublessee shall be responsible for all costs and expenses of Sublessor with respect to their
obtaining and/or modifying such permits, licenses or approvals; provided, however, for abundance
of clarity, Sublessee shall not be required to pay or reimburse Sublessor for any costs and expenses
associated with any permits, licenses or approvals that are required for compliance with
Sublessor's operations at the Landfill and not as a result of this Sublease or Sublessee's activities
or operations. Sublessee agrees to make available to Sublessor copies of all environmental
information reports, environmental impact reports, air impact assessment studies, environmental
applications filed and other necessary available data in its possession relating to the Landfill or
Sublessee's Facilities, which materials are reasonably necessary for Sublessor to possess in
connection with this Sublease and shall be treated as Confidential Information as provided in this
Sublease.
9. Environmental.
(a) During the Term of this Sublease, Sublessee shall comply with all
Environmental Laws and Environmental Permits (as defined below) applicable to the operation or
use of the Site, will cause all other persons occupying or using the Site to comply with all such
Environmental Laws and Environmental Permits, will promptly pay prior to delinquency or cause
to be paid all costs and expenses incurred by reason of such compliance, and will obtain and renew
all Environmental Permits required for operation or use of the Site.
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(b) Sublessee shall not generate, use, treat, store, handle, release or dispose of, or
permit the generation, use treatment, storage, handling, release or disposal of Hazardous Materials
(as defined below) on the Site, or transport or permit the transportation of Hazardous Materials to
or from the Site except for the types and quantities used or stored at the Site and required in
connection with the operation and maintenance of the Site for the Permitted Use, and then only in
compliance with all applicable Environmental Laws and Environmental Permits.
(c) Sublessee will immediately advise Lessor and Sublessor in writing of any of the
following: (i) any pending or threatened (in writing) Environmental Claim (as defined below)
against Sublessee relating to the Site; and (ii) the actual or anticipated taking of any removal or
remedial action by Sublessee in response to the actual or alleged presence of any Hazardous
Material on the Site not otherwise permitted hereunder. All such notices shall describe in
reasonable detail the nature of the claim, investigation, condition, occurrence or removal or
remedial action and Sublessee's response thereto. In addition, Sublessee will provide Lessor and
Sublessor with copies of all communications regarding the Site with any government or
governmental agency relating to actual or alleged violations of Environmental Laws, all such
communications with any person relating to Environmental Claims, and such detailed reports of
any such Environmental Claim as may reasonably be requested by Lessor or Sublessor.
(d) Sublessee agrees to defend, indemnify and hold harmless Lessor, Sublessor and
any Affiliate and their directors, officers, partners, shareholders, employees, agents,
representatives, co -venturers, contractors or servants (the "Indemnitees") from and against all
obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities,
penalties, damages (including consequential and punitive damages), costs and expenses (including
attorneys' and consultants' fees and expenses) of any kind or nature whatsoever that may at any
time be incurred by, imposed on or asserted against such Indemnitees directly or indirectly based
on, or arising or resulting from (i) the actual or alleged presence of Hazardous Materials in, on or
under the Site which is caused or permitted by Sublessee or Sublessee's employees, agents,
contractors, representatives or invitees and (ii) any Environmental Claim arising from or
attributable to Sublessee's operation or use of the Site (the "Hazardous Materials Indemnified
Matters"), except in each case to the extent caused by Sublessor or any other Indemnitee.
(e) Definitions.
(i) "Hazardous Materials" means (1) petroleum or petroleum products,
natural or synthetic gas, asbestos in any form that is or could become friable, urea
formaldehyde, foam insulation, and radon gas; (2) any substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic
pollutants," "contaminants" or "pollutants," or words of similar import, under any
applicable Environmental Law; and (3) any other substance exposure which is regulated
by any governmental authority.
(ii) "Environmental Law" means any federal, state or local statute, law,
rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect
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and in each case as amended, and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree or judgment, relating to the
environment, health, safety or Hazardous Materials, including without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42
U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901
et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.; the Clean
Water Act, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601
et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act, 42
U.S.C. § 300f et seq.; the Atomic Energy Act, 42 U.S.C. § 2011 et seq.; the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; and the Occupational
Safety and Health Act, 29 U.S.C. §§ 651 et seq.
(iii) "Environmental Claims" means any and all administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance
or violation, investigations, proceedings, consent orders or consent agreements relating in
any way to any Environmental Law or any Environmental Permit, including without
limitation (1) any and all Environmental Claims by governmental or regulatory authorities
for enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law and (2) any and all Environmental Claims
by any third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising from
alleged injury or threat of injury to health, safety or the environment.
(iv) "Environmental Permits" means all permits, approvals, identification
numbers, licenses and other authorizations required under any applicable Environmental
Law.
(f) The provisions of this Section 9 shall survive the expiration or sooner
termination of this Sublease.
10. Condemnation. If the Site or a part thereof sufficient to substantially interfere with
the business for which the Site is used, shall be condemned, appropriated, or otherwise taken, or
access to the Site be impaired by right of eminent domain, Sublessee shall have the right to
terminate this Sublease on thirty (30) days written notice to Sublessor provided that the election to
terminate shall be made within ninety (90) days after the extent of the taking is known to Sublessee.
As between Lessor and Sublessor, all damages and awards for condemnation of interests in the
Site and the easement areas shall as set forth in the Lease, and Sublessee shall have no claim
thereto; provided, however, that Sublessee shall be entitled, but shall not be obligated, to bring a
separate claim against the condemning entity (but not Lessor or Sublessor) for damage to
Sublessee's business and Sublessee's Facilities by reason of the condemnation (except the loss of
the subleasehold estate herein created) and for or on account of any cost or loss to which Sublessee
might be put in removing Sublessee's fixtures, leasehold improvements and equipment.
11. Default.
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(a) If Sublessee is in default with respect to any covenants, conditions,
agreements or provisions herein contained, and Sublessee fails to cure any such default within
thirty (30) days after receipt of Sublessor's written notice of the default (provided that if any such
default is capable of cure, but cannot be cured within the thirty (30)-day period with reasonable
diligence taking into consideration the nature of the circumstances, Sublessee may have additional
time to cure the default, but in no event longer than one hundred eighty (180) days, if, within the
initial thirty (30)-day period, Sublessee makes commercially reasonable efforts to commence to
cure the default and continues to pursue cure of the default diligently during the additional one
hundred eighty (180) day period), then Sublessor shall have the right to (i) terminate this Sublease
upon written notice to Sublessee, (ii) cure such default and recover the costs thereof, together with
interest at the lesser of twelve percent (12%) or the maximum legal rate permitted by applicable
law, from the Sublessee as additional rent hereunder, or (iii) pursue any other right and remedy
now or hereafter available under the laws or judicial decisions or in equity of the state in which
the Site is located. Notwithstanding the foregoing, if any breach or default by Sublessee under
this Sublease subjects Sublessor to any risk of default, loss, liabilities, legal actions, penalties,
fines, etc., with respect to the Lease or any permits or authorization relating to Sublessor's primary
activities as described in Section I (c), Sublessee's right to cure shall be for a period equal to the
lesser of the cure rights specified in the Lease or required by Lessor, or ten (10) business days or
such lesser period as may be mandated by any applicable regulatory authority with respect to
Sublessor's obligation to cure or rectify any violations relating to is permits or other authorizations.
(b) If Sublessor is in default with respect to any of its covenants herein
contained, Sublessee may (i) terminate this Sublease if Sublessor fails to cure any such default
within thirty (30) days following receipt of Sublessee's written notice of the default (provided that
if any such default is capable of cure, but cannot be cured within the thirty (30)-day period with
reasonable diligence taking into consideration the nature of the circumstances, Sublessor may have
additional time to cure the default, but in no event longer than one hundred eighty (180) days, if
within the initial thirty (30)-day period, Sublessor makes commercially reasonable efforts to
commence to cure the default and continues to pursue cure of the default diligently during the
additional one hundred eighty (180) day period), or (ii) pursue any other right and remedy now or
hereafter available under the laws or judicial decisions or in equity of the state in which the Site is
located.
(c) If either party waives a default by the other party, such waiver shall not be
construed or deemed to be a continuing waiver of any subsequent breach or default on the part of
either party.
12. Prohibition Aizainst Sublessee Creatiniz Liens. Except to the extent permitted
pursuant to Section 16 below, nothing in this Sublease contained shall authorize Sublessee to do any
act that will in any way encumber (except to the extent this Sublease creates such an encumbrance)
the title of Lessor or the leasehold estate of Sublessor in and to the Site, nor shall the interest or estate
of either Lessor or Sublessor in the Site be in any way subject to any claim by way of lien or
encumbrance, whether by operation of law or by virtue of any express or implied contract by
Sublessee, and any claim to or lien upon the Site arising from any act or omission of Sublessee shall
accrue only against the subleasehold estate of Sublessee and shall in all respects be subject and
subordinate to the respective paramount title and rights of Lessor and Sublessor in and to the Site and
15
the buildings and improvements thereon. Sublessee will not permit the Site to become subject to any
mechanic's, laborer's or material man's lien on account of labor or material furnished to Sublessee in
connection with work of any character performed or claimed to have been performed on the Site by
or at the direction or sufferance of Sublessee; provided, however, that Sublessee shall have the right
to contest in good faith and with reasonable diligence the validity of any such lien or claimed lien. If
any lien is claimed, filed, or recorded with respect to the Site in violation of the provisions of this
Section, Sublessee shall remove any such lien, or bond over the lien to Sublessor's reasonable
satisfaction, as required by the Lease or within thirty (30) days, whichever sooner, or Sublessee shall
be in breach of this Sublease. Upon request, Sublessee shall provide Sublessor with copies of lien
waivers evidencing payment for all labor and materials furnished with respect to Sublessee's
Facilities.
13. Insurance. At all times during the Term of this Sublease, Sublessee shall obtain and
maintain the same insurance coverages required of Sublessor by Lessor under the Lease and the LFG
Agreement. Sublessee shall name Sublessor and Lessor as additional insured, in their capacities as
Sublessor and Lessor, and shall furnish Sublessor with certificates of insurance which shall state that
such insurance shall not be cancelled without thirty (30) days prior written notice to Lessor and
Sublessor.
14. Indemnity. To the fullest extent permitted by law, Sublessor and Sublessee, each
as indemnitor, shall indemnify and defend (as to third party claims only) the other against and
hold the other and any Affiliate thereof and their directors, officers, partners, shareholders,
employees, agents, representatives, co -venturers, contractors or servants, harmless for, from, and
against, any and all costs, losses, expenses, suits, actions, proceedings, damages, penalties, fines,
and liabilities, including, without limitation, reasonable attorneys' fees, expert witness fees,
litigation expenses, and court and other costs, whether taxable or not (collectively, "Claims"),
attributable to, arising out of and/or to the extent resulting from (a) the negligence (applying a
comparative negligence standard with respect to any concurrent negligence between the parties
hereto) of the applicable indemnitor, its Affiliates, contractors, subcontractors, employees,
representatives or agents, (b) willful misconduct of the applicable indemnitor, its affiliates,
contractors, subcontractors, employees, representatives or agents, (c) the breach by the applicable
indemnitor of any representations or warranties in this Sublease, and/or (d) nonperformance of any
obligations under and pursuant to this Sublease, by the applicable indemnitor, its Affiliates,
contractors, subcontractors, employees, representatives or agents. The rights to indemnification
set forth herein are not intended to be exclusive of any other right or remedy otherwise available.
All rights hereunder shall be cumulative and in addition to all other rights and remedies. The
obligations set forth in this Section shall survive the termination or expiration of this Sublease.
Notwithstanding anything herein to the contrary, Sublessee acknowledges and agrees (i) that other
third party contractors have or may have separate operations on or around the Landfill that may
include, without limitation, excavation and blasting, (ii) that such operations include inherent risks
affecting the parties hereto, which risks are assumed by Sublessee, and (iii) that Sublessor's
obligations to Sublessee hereunder, including without limitation, its obligations to indemnify
Sublessee, are limited to Sublessor's specific obligations to Sublessee as set forth in this Sublease,
and shall not include any Claims relating to any third party contractors with separate operations
on or relating to the Landfill.
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15. Warranty.
(a) Sublessee represents and warrants that: (i) Sublessee is a limited liability
company, duly organized, validly existing, and in good standing under the laws of the State of
Delaware and is qualified to do business in the State of Texas; (ii) Sublessee has full power and
authority to execute, deliver and perform its obligations under this Sublease; (iii) the execution,
delivery and performance of this Sublease by Sublessee have been duly and validly authorized by
all necessary action on the part of Sublessee; and (iv) the execution and delivery of this Sublease
by Sublessee and the performance of the terms, covenants and conditions contained herein is
permitted under all agreements to which Sublessee is a party, including financing agreements, and
will not violate the certificate of formation or incorporation, governing documents, or bylaws of
Sublessee, or any order of a court or arbitrator, and will not conflict with and will not constitute a
material breach of, or default under, the provisions of any material contract by which Sublessee is
bound.
(b) Sublessor represents and warrants that: (i) Sublessor is a corporation duly
organized, validly existing, and in good standing under the laws of the State of Delaware and is
qualified to do business in the State of Texas; (ii) Sublessor has full power and authority to execute,
deliver and perform its obligations under this Sublease; (iii) the execution, delivery and
performance of this Sublease by Sublessor have been duly and validly authorized by all necessary
action on the part of Sublessor; and (iv) the execution and delivery of this Sublease by Sublessor
and the performance of the terms, covenants and conditions contained herein is permitted under
all agreements to which Sublessor is a party, including financing agreements, and will not violate
the certificate of formation or incorporation, governing documents, or bylaws of Sublessor, or any
order of a court or arbitrator, and will not conflict with and will not constitute a material breach
of, or default under, the provisions of any material contract by which Sublessor is bound
16. Easements.
(a) Lessor, Sublessor, and Sublessee agree that construction of RNG
Production Facility require easements to the Site and the Landfill. Lessor, Sublessor, and Sublessee
agree that Lessor's City Council or City Council -authorized designee is the sole authority which
may grant easements to the Site and the Landfill. Any easements which are reasonably necessary
in connection with Sublessee's construction and operation of Sublessee's RNG Production
Facilities shall be granted by Lessor's City Council or City Council -authorized designee, shall be
granted for the purpose of facilitating the safe, efficient operation of the Landfill and the RNG
Production Facilities at the Site to allow Lessor, Sublessor, and Sublessee to monetize Landfill
Gas, and shall be in a form and in a location acceptable to Sublessor and Lessor in their sole
discretion. To the extent permitted by any such easement agreement, or as agreed to in writing by
Lessor and Sublessor and the grantee of such easement rights, Lessor and Sublessor, may, from
time to time, upon not less than sixty (60) days' prior written notice and at Sublessor's sole cost
and expense, change the locations of any such easements to the extent Sublessor deems it necessary
to be consistent with Sublessor's priority of operations at the Landfill as described herein.
(b) Sublessee shall be responsible for all costs and expenses relating to
documenting and recording any easements to be granted hereunder. Should easements become
17
necessary for Sublessee to construct or operate Sublessee's Facilities and provided such easements
in no manner impair the operation of the Landfill or increase Sublessor's obligations under this
Sublease or the Lease, as determined by Sublessor in Sublessor's sole discretion, then the parties
shall mutually agree upon the location of such easements, subject to the prior written consent of
Lessor. At the time in which Sublessee desires any easements upon the Landfill, Sublessee shall
provide Lessor and Sublessor with such information, drawings, legal descriptions, description of
the need for the easements and other information as may be required by Lessor or Sublessor, for
Lessor or Sublessor to evaluate the need and potential impact upon the operation of the Landfill
or Sublessor's obligations hereunder or the Lease, and to obtain the prior written consent of Lessor.
(c) Any easements granted to Sublessee or any third parties in connection with
this Sublease shall (i) be non-exclusive in nature, and (ii) automatically terminate upon the
termination or expiration of this Sublease or the removal of Sublessee's Facilities pursuant to this
Sublease and the LFG Agreement, whichever is sooner, unless otherwise agreed to in writing by
Sublessor , Sublessee, and Lessor, if required; provided, however, that the above easements shall
not automatically terminate if Sublessee remains in possession of the Site pursuant to a separate
lease between Lessor and Sublessee. Sublessee shall have no other or further easements upon or
under the Landfill except as set forth above. Sublessee is solely responsible for its work conducted
on, and the repair and maintenance of facilities located on, any real property affected by the
easements, and in conducting any work on the easements, Sublessee at its sole cost will provide
erosion protection, sediment control, and will return any disturbed land to substantially the same
condition existing prior to such work.
17. Estoppel Certificates. Each party hereto agrees, not later than ten (10) days
following the written request of the other, to execute and deliver to the requesting parry a written
declaration made to the certifying parry's knowledge: (a) ratifying this Sublease; (b) confirming
the commencement and expiration dates of the term of this Sublease; (c) certifying that Sublessee
is in occupancy of the Site; and (d) stating any known defaults of this Sublease by Sublessor or
Sublessee, and (e) such other information that the requesting party may reasonably request.
18. Assignment. Sublessor may assign this Sublease without the necessity of obtaining
Sublessee's consent but with written notice to Sublessee, but any such sale or assignment shall be
at all times subject to this Sublease and the rights of Sublessee hereunder, and subject to the prior
written consent of Lessor. In the event Sublessee desires to assign this Sublease and the rights of
Sublessee hereunder to any person or entity, the assignment of this Sublease shall require the prior
written consent of Sublessor and the prior written consent of Lessor, each at its sole discretion.
This Sublease shall not be assigned by Sublessee separate and apart from the LFG Agreement.
19. Brokerage. Sublessor and Sublessee represent that they have dealt with no broker
or agent with respect to this Sublease or the negotiation and execution hereof. Each parry hereby
indemnifies and saves and holds the other party harmless against any claims for brokerage
commissions or compensation or other claims of any kind (including reasonable attorney's fees
and costs) arising out of a breach of the foregoing representation by the indemnifying party.
20. Subordination. This Sublease shall be subject and subordinate, at all times, to the
lien of any mortgages or deeds of trust which now or hereinafter become a lien against the Site.
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Sublessee agrees to execute such documents as may be reasonably required to make this Sublease
prior to the lien of any mortgage or deed of trust, as the case may be. Sublessor shall use
commercially reasonable efforts to promptly obtain an SNDA from the holder of any current and
valid mortgage created by, through or under Sublessor.
21. Force Maieure.
(a) If either parry is rendered unable, wholly or in part, by the occurrence of an
event of Force Majeure to carry out its obligations under this Sublease, that party shall give to the
other party prompt written notice of the event, which notice shall include a description of the nature
of the event, its cause and possible consequences, its direct impact on the parry's inability to
perform all or any part of its obligations under this Sublease, the expected duration of the event,
and the steps being taken or proposed to be taken by the affected party to overcome the event;
thereupon, the obligations of the parry giving the notice shall be suspended (a) during, but no
longer than, the continuance of the event, and (b) only with respect to the party's specific
obligations hereunder affected by the event; the party claiming an event of Force Majeure shall
promptly notify the other party of the termination of such event.
22. Confidentiality. The parties acknowledge that, from time to time, they may receive
information from or regarding the other parry or the RNG Production Facility or Landfill in the
nature of trade secrets or secret or proprietary information or information that is otherwise
confidential, the disclosure of which may be damaging to the other party. Each party shall hold in
strict confidence any such information it receives, including the terms and conditions of this
Sublease, the LFG Agreement, or any confidential information received hereunder (collectively,
"Confidential Information"), and may not disclose such Confidential Information to any Person,
except for disclosures:
(i) to the parties' respective Representatives and to the Lessor and its
Representatives;
(ii) necessary to comply with any Applicable Laws (including
applicable stock exchange or quotation system requirements, disclosures of tax treatment or tax
structure required by the Internal Revenue Service, and such Laws necessary to generate
Environmental Attributes, including, without limitation, the RFS Regulations);
(iii) to its lenders, accountants, attorneys, auditors, Affiliates and its and
their respective Representatives with a reasonable need to know such Confidential Information;
provided, however, that such recipients have been apprised of the provisions of this Section 22 or
are otherwise subject to a duty of confidentiality in favor of the disclosing party;
(iv) of information that a party also has received from a source
independent of the other party but only if such party reasonably believes such source obtained such
information without breach of any obligation of confidentiality owed to the other party;
(v) of information that such party can reasonably demonstrate was
independently developed by such party without reliance upon any material separately developed
by or for this Sublease or the LFG Agreement and the transactions contemplated hereby; or
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(vi) public information.
23. Amendment. This Sublease may only be modified, amended, or supplemented by
an instrument in writing executed by Sublessee and Sublessor.
24, Governing Law; Venue and Jurisdiction. This Sublease shall be governed by and
construed in accordance with the internal laws of the State of Texas, without giving effect to any
choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Texas. For
the purposes of any suit, action or other proceeding arising out of or relating to this Sublease, each
parry to this Sublease irrevocably submits, to the fullest extent permitted by Applicable Law, to
the exclusive jurisdiction of the United States District Court for the Northern District of Texas,
Fort Worth Division, and the appellate courts having jurisdiction of appeals in such courts. For
the purposes of any suit, action or other proceeding arising out of or relating to this Sublease, each
party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law,
any objection to the laying of venue in the United States District Court for the Northern District of
Texas, Fort Worth Division, and hereby further irrevocably and unconditionally waives, to the
fullest extent permitted by Applicable Law, and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum. Each party irrevocably consents, to the fullest extent permitted by Applicable Law, to
service of process in connection with any such suit, action or other proceeding by registered mail
to such party at its address set forth in this Sublease, in accordance with the provisions of Section
26. The consent to jurisdiction set forth in this Section 24 shall not constitute a general consent to
service of process in the State of Texas and shall have no effect for any purpose except as provided
in this Section 24. The parties hereto agree that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by Applicable Law.
25, Attornevs' Fees. If the parties resort to legal action for the enforcement or
interpretation of this Sublease or for damages on account of a breach hereof, the prevailing party
shall be entitled to an award of its fees and costs (whether taxable or not), including, without
limitation, expert witness fees, all litigation related expenses, and reasonable attorneys' fees
incurred in connection with such action, which award shall be made by the court, not a jury. In
determining which party is the prevailing party, the term "prevailing parry" means the net winner
of the dispute, taking into account the claims pursued, the claims on which the pursuing party was
successful, the amount of money sought, the amount of money awarded, and offsets or
counterclaims pursued (successfully or unsuccessfully) by the other party.
26. Notices. All notices or other communications required or permitted under this
Sublease shall be in writing and may be given by depositing the same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or certified with return receipt
requested, by overnight courier or by delivering the same in person to such party. Notices shall be
deemed given and effective the day personally delivered or the day after being sent by overnight
courier, subject to signature verification. Any parry may change the address for notice by notifying
the other parties of such change in accordance with this Section. Such notice shall be addressed
as follows:
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If to Sublessor, addressed to it at:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
6288 Salt Road
Ft. Worth, TX 76410
Attn: General Manager
with a copy to (which such copies shall not constitute the provision of
notice to a party hereto for purposes of this Sublease):
Through 1/31/2026:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
18500 North Allied Way
Phoenix, AZ 85054
Attn: Chief Legal Officer
After 2/1/2026:
Allied Waste Systems, Inc.
c/o Republic Services, Inc.
5353 E. City North Drive
Phoenix, AZ 85054
Attn: Chief Legal Officer
If to Sublessee, addressed to it at:
Archaea Energy Operating LLC
201 Helios Way, Floor 6
Houston, TX 77079
Attn: Legal Notices
27. Headings. Headings or captions herein are merely for convenience and are not a
part of this Sublease and shall not in any way modify or affect the provisions of this Sublease.
28. No Waiver. No delay or omission to exercise any right or power shall be construed
to be a waiver of any default or acquiescence therein or a waiver of any right or power, and every
such right and power may be exercised from time to time and as often as may be deemed expedient.
Either party's acceptance of any performance due hereunder that does not comply strictly with the
terms hereof shall not be deemed to be waiver of any right of such party to strict performance by
the other party. Acceptance of past due amounts or partial payments shall not constitute a waiver
of full and timely payment of any sums due hereunder.
29. Electronic Signatures; Counterparts. Electronic signatures (including, without
limitation, portable document format) of the parties shall be acceptable for all purposes. This
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Sublease may be executed in two or more originals or electronic counterparts, each of which shall
be deemed an original and all of which together shall constitute but one and the same instrument.
30. Severability. If any term or provision of this Sublease should be held invalid or
unenforceable, the parties to this Sublease shall endeavor to replace such invalid terms or
provisions by valid terms and provisions that correspond to the best of their original economic and
general intentions. The invalidity or unenforceability of any term or provision hereof shall not be
deemed to render the other terms or provisions hereof invalid or unenforceable.
31. Entire Agreement. This Sublease constitutes the entire agreement between
Sublessee and Sublessor relating to the subject matter hereof and supersede all prior written and
oral agreements and understandings and all contemporaneous oral representations or warranties in
connection therewith. Neither Sublessee nor Sublessor have made and do not make any
representations or warranties, expressed or implied, except as herein specifically set forth, and
Sublessee and Sublessor hereby expressly acknowledge that no such representations or warranties
have been made by the other party.
32. Compliance with Laws. Each party to this Sublease shall comply with any and all
Applicable Laws, orders, judgments or otherwise, of courts or regulatory bodies having
jurisdiction that affect such party's duties, obligations and performance pursuant to this Sublease.
Sublessor and Sublessee shall timely make any necessary regulatory filings and make copies of
such filings available to the other party.
33. Intemretation. The terms and provisions of this Sublease are not to be construed
more liberally in favor of, nor more strictly against, either party. To the extent the covenants of
the parties under this Sublease create obligations that extend beyond the termination or expiration
of this Sublease, the applicable provisions of this Sublease shall be deemed to survive such
termination or expiration for the limited purpose of enforcing such covenants and obligations in
accordance with the terms of this Sublease. All exhibits and schedules attached hereto are
incorporated herein by this reference.
34. Further Assurances. The parties shall perform all such acts (including, without
limitation, executing and delivering instruments and documents) as reasonably may be necessary
to fully effectuate the intent and each and all of the purposes of this Sublease, including consents
to any assignments, transfers, subleases, or easements permitted hereunder.
35. No Partnership. Nothing contained in this Sublease shall be construed to create any
association, trust, partnership, or joint venture or impose a trust or partnership, duty, obligation, or
liability or an agency relationship on, or with regard to, either party. Neither party hereto shall
have the right to bind or obligate the other in any way or manner unless otherwise provided for
herein.
36. Third Partv Beneficiaries. This Sublease is intended to be solely for the benefit of
the parties hereto and their successors and permitted assignees and is not intended to and shall not
confer any rights or benefits on any other third party not a signatory hereto.
22
37. WAIVER OF DAMAGES: NON -RELIANCE. EXCEPT IN CONNECTION
WITH CLAIMS BY THIRD PARTIES THAT ARE NOT AFFILIATES OF THE PARTIES
HERETO, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INDIRECT, LOSS OF USE, LOST PROFITS, OR CONSEQUENTIAL (OTHER
THAN ACTUAL AND DIRECT) DAMAGES ARISING UNDER OR OUT OF THIS
SUBLEASE OR THE TRANSACTIONS CONTEMPLATED IN THIS SUBLEASE. EXCEPT
FOR THE EXPRESS REPRESENTATIONS OF WARRANTIES SET FORTH HEREIN, AND
IN THE LFG AGREEMENT, SUBLESSEE HAS NOT RELIED UPON, AND WILL NOT
ASSERT THAT IT HAS RELIED UPON, ANY INFORMATION REGARDING SUBLESSOR,
THE LANDFILL, THE LANDFILL GAS OR THE TRANSACTIONS CONTEMPLATED BY
THIS SUBLEASE, AND NONE OF SUBLESSOR OR ANY OF ITS AFFILIATES SHALL
HAVE OR BE SUBJECT TO ANY LIABILITY TO SUBLESSEE OR ANY OTHER PERSON
RESULTING FROM THE FURNISHING TO SUBLESSEE OR ITS AFFILIATES, OR
SUBLESSEE'S OR ITS AFFILIATES' USE OF OR RELIANCE ON, ANY SUCH
INFORMATION OR ANY INFORMATION, DOCUMENTS OR MATERIALS MADE
AVAILABLE TO SUBLESSEE OR ITS AFFILIATES IN ANY FORM IN EXPECTATION OF,
OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS
SUBLEASE.
[Signature page follows]
23
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease to be
effective as of the date first set out above.
SUBLESSOR:
ALLIED WASTE SYSTEMS, INC., a
Delaware corporation
By: B dy Lo hh Ju 2025082 CDi
Name: Brady Loesch
Title: Vice President
SUBLESSEE:
ARCHAEA ENERGY OPERATING LLC,
a Delaware limited liability company
Aimee DiTommaso
By: Aimee D,T.-So(Jut 22, 202516:05 CDT)
Name: Aimee DiTommaso
Title: Vice President and Chief Commercial Officer
[Signature Page - Site Sublease Agreement]
24
LESSOR JOINDER
In consideration of the Sublease and the benefits derived by Lessor related to the operation of
Sublessee's Facilities, the undersigned Lessor executes this Lessor Joinder on the 24th day of
July , 2025, solely for providing the Lessor Consent.
Capitalized terms not defined in this Lessor Joinder shall have the meanings provided in the
Sublease.
WITNESS/ATTEST:
LESSOR:
CITY OF FORT WORTH
By: Valerie W-h,.gt— 23,2025 13 05:06 CDT)
Name: Name: Valerie Washington
Title: Assistant City Manager
SCHEDULE A
SITE DESCRIPTION
FA:lury
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_
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*Note: Site is generally shown above. Exact boundary of Site to be determined by Survey
as set forth in Sublease.
CITY COUNCIL AGEND
F0 RT IVO RT
Create New From This M&C
DATE: 8/13/2024 REFERENCE
NO.:
CODE: C TYPE:
M&C 24-0695 LOG NAME:
NON- PUBLIC
CONSENT HEARING:
22SELF RENEWABLE
NATURAL GAS SERVICE
AGREEMENT RFP24-0224
NO
SUBJECT: (ALL) Authorize the Execution of a Service Agreement with Archaea Energy Services
LLC to Develop a Landfill Gas to Renewable Natural Gas Conversion System to
Beneficially Use Landfill Gas Generated by the City of Fort Worth Southeast Landfill
Located at 6288 Salt Road, Fort Worth, Texas, 76140
RECOMMENDATION:
It is recommended that City Council authorize the execution of a Service Agreement with Archaea
Energy Services LLC to develop a Landfill Gas to Renewable Natural Gas Conversion System to
beneficially use landfill gas generated by the City of Fort Worth Southeast Landfill located at 6288 Salt
Road, Fort Worth, Texas, 76140.
DISCUSSION:
Biogas produced at landfills is commonly called landfill gas. High -quality biogas, or landfill gas, can be
recovered and treated to produce renewable natural gas (RNG) through a RNG facility. RNG is a
renewable energy resource that can be used as natural gas to provide heat, generate electricity, and
fuel transportation networks, among other uses. RNG facilities also help reduce greenhouse gas
emissions and provide related environmental benefits.
On November 5, 2002, City Council authorized City Secretary Contract No. 28336 with Allied Waste
Systems, Inc. d/b/a Republic Services, Inc. ("Lessee"), to lease and operate the City's ("Lessor")
Southeast Landfill. This contract and resulting amendments allowed Republic Services to lease and
operate the landfill until December 31, 2033, and obligated Republic Services to accept disposal of
solid waste collected by the Lessor's residential curbside collections contractor with certain exceptions
(such as recyclables and bulk waste).
Section 2.08 of the lease states that the Lessee has the right and obligation to control landfill gas in
compliance with applicable law and government approvals. Beneficial use of landfill gas requires
mutual agreement between the Lessor and Lessee.
Section 2.09 of the lease provides that the Lessor retains all rights to any pollution credits, greenhouse
gas credits, or similar credits that may be available with respect to the Southeast Landfill.
On May 24, 2024, City Environmental Services Department issued a voluntary Request for Proposal
(RFP) to procure an agreement for the financing, engineering, design, planning, permitting,
development, operations, and maintenance of a Landfill Gas to Renewable Natural Gas (RNG)
Conversion project located at the Southeast Landfill. The selected vendor will own, operate, and
maintain the plant on the Lessor's property. As outlined in the scope of work, the selected vendor will
market any RNG available for beneficial use to end users. In addition, the RNG facility will generate
Renewable Identification Numbers (RINs) under the Environmental Protection Agency's (EPA)
Renewable Fuel Standards Program from produced RNG. The selected vendor will, at its sole cost
and expense, register or generate such RINs. RINs can be sold to entities in the marketplace to utilize
as credits for their regulatory compliance. The selected vendor will retain all rights to any RINs
generated at the RNG facility, and the proceeds from the sale of RINs will be divided between the City
and Republic Services.
The City and Republic Services selected five (5) firms to participate in this voluntary Request for
Proposals (RFP) process. No City funds will be used for the development of a RNG facility under this
RFP process, and this project is exempt from local government procurement rules.
Environmental Services Department issued RFP No. 24-0224 by invitation only to the five (5) selected
vendors with demonstrated expertise in renewable natural gas and landfill gas conversion projects.
The RFP consisted of specifications describing the vendor's responsibilities, regulatory requirements,
compensation methods, project implementation, and other requirements to perform the services.
The evaluation panel consisted of representatives from Environmental Services, Development
Services, Financial Management, and Aviation Departments. The panel also included three (3)
representatives from Republic Services. The City of Fort Worth scored the responses using best value
criteria. All five (5) firms were interviewed on July 22, 2024, and July 23, 2024. The City requested
Best and Final Offers (BAFOs) from the two leading firms. The individual scores were averaged for
each of the criteria and the final scores are listed in the table below:
Best Value Criteria:
a. Experience and Qualifications
b. Proposed Approach
c. Regulatory, Contractual, and Safety Compliance
d. Landfill Operation Impacts
e. Project Schedule
f. Financial Capacity
g. Financial Proposal
Evaluation Factors
Proposer Total
a b c d e f Score
g
Morrow Renewables, LLC 15 14 3.625 3.625 3.25 4.25 33 76.75
Redtail Renewables 1.5 9.5 3.375 2.25 2.75 2.875 0 22.25
Holdings, LLC
Archaea Energy Services 18 17.5 4 3.875 34.875 40 91.25
LLC
LNG Indy, LLC (Kinder 14 4 3.5 4.125 4.375 27 73
Morgan RNG) 16
Morrow Energy 7 6.5 2.125 1.375 1.875 1 0 19.88
After evaluation and interviews, the panel concluded that Archaea Energy Services LLC meets the
RFP's screening criteria and presents the best value to the City. Therefore, the panel recommends
that the City Council authorize an agreement with Archaea Energy Services LLC.
FUNDING: No funding is required by the City.
BUSINESS EQUITY: Awaiver of the goal for Business Equity subcontracting requirements was
requested and approved by the Diversity and Inclusion Department (DVIN) in accordance with the
applicable Ordinance, due to no City funding for the project.
EXEMPT PROCUREMENT. The City Attorney's Office has determined that solid waste services may
be exempt from competitive bidding under provisions stated in Chapter 252 of the Texas Local
Government Code as necessary to preserve or protect the public health or safety of the municipality's
residents. Nevertheless, the City chose to voluntarily procure this agreement through a competitive
process, as allowed, to ensure the City receives a fair and equitable contract.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this recommendation will have no material effect on
City funds.
Annual revenues will vary based on markets.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project
ID ID
Submitted for City Manaaer's Office by_
Originating Department Head:
Additional Information Contact:
Program Activity Budget Reference #
Year (Chartfield 2)
Valerie Washington (6199)
Cody Whittenburg (5455)
Sarah Czechowicz (5164)
ATTACHMENTS
FIDTABLE-22LANDFILL GAS AGREEMENT RFP 24-0224.xlsx (CFW Internal)
FW RFP - Certificate of Interested Parties -Archaea Executed.pdf (CFW Internal)
SAMS Search Archaea 7302024.docx (CFW Internal)
Waiver for Landfill Gas Conversion Svstem.pdf (CFW Internal)
Amount
CITY COUNCIL AGEND
FO RT IVO RT
Create New From This M&C
REFERENCE **M&C 25- 22ALLIED WASTE LEASE &
DATE: 6/10/2025 NO.: 0540 LOG NAME: OPS SOUTHEAST LANDFILL
AMENDMENT6 (RNG)
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Amendment No. 6 to Contract with Allied Waste Systems,
Inc. d/b/a Republic Services for the Lease and Operation of the Southeast Landfill to
Amend the Renewal Terms and Other Terms and Conditions to Support the Renewable
Natural Gas (RNG) Project and Authorize the City Manager to Grant Leases and
Easements Related to the Southeast Landfill, as Needed, to Support the RNG Project
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of Amendment No. 6 to City Secretary Contract No. 28336 with Allied Waste
Systems, Inc. d/b/a Republic Services for the lease and operation of the Southeast Landfill to amend
the following terms and conditions to support the renewable natural gas (RNG) project:
Section 2.07 Mining and Mineral Rights
Section 3.02 Renewal Terms
Section 6.04(H) Leachate and Condensate Collection Services
Section 7.01 Operation of Southeast Landfill
Section 7.03 Tipping Fee - Non -City Waste
Section 15.01 Notices
2. Authorize the City Manager to grant leases and easements related to the
needed, in support of the RNG Project with Archaea Energy Operating, LLC.
DISCUSSION:
Southeast Landfill, as
On November 5, 2002, City Council passed M&C C-19358 authorizing City Secretary Contract No.
28336 ("Lease") with Allied Waste Systems, Inc. d/b/a Republic Services, Inc. ("Lessee"), to lease and
operate the City's ("Lessor") Southeast Landfill located at 6288 Salt Road, Fort Worth, TX 76140. This
contract and subsequent amendments allow Republic Services to lease and operate the landfill until
December 31, 2033, and obligate Republic Services to accept disposal of solid waste collected by the
Lessor's residential curbside collections contractor with certain exceptions (such as recyclables and
bulk waste).
On August 13, 2024, the City Council approved M&C 24-0695, which authorized the execution of a
Service Agreement to develop a landfill gas to renewable natural gas (RNG) conversion system at the
Southeast Landfill with Archaea Energy Services LLC (now Archaea Energy Operating, LLC)
("Archaea"). City staff recommends that the City Council approve the following amendments to the
Lease to align the Lease with the City's RNG Service Agreement with Archaea.
Mining and Mineral Rights
The Lease states that the City retains title to all mining and mineral rights except landfill gas. The
Lease does not clearly identify which party has title to landfill gas. City staff recommends that the City
Council approve an amendment to Section 2.07 of the Lease. This amendment will align the terms of
the Lease and the RNG Service Agreement by clarifying that the City has sole title to landfill gas.
Renewal Terms
The Lease with Republic Services expires on December 31, 2033. Recent data indicates that the
landfill's capacity is estimated to reach end of useful life in 2036. The gap between the expiration date
of the Lease with Republic Services and the useful life of the landfill creates an operational challenge
for the City; it also impacts the landfill lease revenue, post -closure financial responsibility, and landfill
operations.
City staff recommends that the City Council approve an amendment to the renewal terms outlined in
Section 3.02 of City Secretary Contract No. 28336. The amendment would align the Lease duration
with the landfill's useful life, ensuring continuity during closure and post -closure operations in the
future.
Leachate and Condensate Collection Services
City staff recommends that City Council approve an amendment to Section 6.04 Landfill Operating
Requirements (H) Leachate and Condensate Collection Services, of City Secretary Contract No.
28336 to specify that Archaea will be responsible for all condensate disposal and pre-treatment
requirements related to the RNG Service Agreement. Archaea will be responsible for any disposal
costs related to non -hazardous liquids; these expenses, if any, will be adjusted on monthly statements
and shared among Republic Services, Archaea, and the City.
Operation of Southeast Landfill
City staff recommends that City Council approve an amendment Section 7.01, Operation of Southeast
Landfill, of City Secretary Contract No. 28336 to allow Republic to execute a sub -lease with Archaea
for the purpose of the RNG project.
Tipping Fee - Non -City Waste
On November 17, 2020, City Council approved M&C 20-0839, adopting Ordinance No. 24533-11-
2020, which amended Chapter 12.5 of the City Code to establish a Landfill Environmental Fee in the
amount not to exceed $5.00 for haulers who did not have a Grant of Privilege with the City and
disposed of non -city waste at the Southeast Landfill. The fee went into effect on January 1, 2021.
On September 19, 2023, City Council, adopted Ordinance No. 26452-09-2023 amending Chapter
12.5-844 of the City Code, which increased the Landfill Environmental Fee for haulers who do not
have a Grant of Privilege with the City to $10.00 per ton. The M&C also established a $5.00 per ton
Landfill Environmental Fee for haulers who do have a Grant of Privilege with the City.
On September 24, 2024, City Council approved Ordinance No. 27191-09-2028, which increased the
Landfill Environmental Fee for haulers who do have a Grant of Privilege to $6.00 per ton and
increased the Landfill Environmental Fee for haulers who do not have a Grant of Privilege to $12.00
per ton.
City staff recommends that City Council approve an amendment to Section 7.03, Tipping Fee — Non -
City Waste, of City Secretary Contract No. 28336 to recommend set, future annual increases of the
existing Landfill Environmental Fee for all individuals disposing of non -city waste at the Southeast
Landfill during annual budget development. Starting in Fiscal Year 2026 through Fiscal Year 2030, the
recommended annual increase would be $.50 per ton. Beginning in Fiscal Year 2031 and continuing
through the landfill's useful life, the annual increase would be limited to $1.00 per ton.
Lease Section 7.03, as amended, allows for Republic Services to set the tipping fee charged to
haulers. The tipping fee must include all charges mandated by the City in its governmental capacity.
These planned annual increases to the Landfill Environmental Fee will contribute to stabilizing the
Solid Waste Fund and landfill operations.
Notices
City staff recommends that City Council approve an amendment to Section 15.01, Notices, of City
Secretary Contract No. 28336 to update the address for notice to City Attorney from 1000
Throckmorton Street, Fort Worth, Texas 76102 to 100 Fort Worth Trail, Fort Worth, Texas 76102.
Authorizina the City Manaqer to Grant Easements and Leases
City staff also recommends that the City Council authorize the City Manager to grant easements and
leases as necessary to support the RNG Project. Archaea may need easements or leases to be
executed during the duration of the RNG Project to support their operations at the Southeast Landfill.
Authorizing the City Manager to grant easements and leases will ensure the integrity of the RNG
Project at the Southeast Landfill.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this recommendation has no material impact on City
funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project
ID ID
Submitted for City Manaaer's Office by_
Originating Department Head:
Additional Information Contact:
Program Activity Budget Reference #
Year (Chartfield 2)
Valerie Washington (6199)
Cody Whittenburg (5455)
Jim Keezell (5153)
Chris Harper (2488)
ATTACHMENTS
FIDTABLE-22ALLIED WASTE LEASE AND OPERATIONS AMENDMENT 6.xlsx (CFW Internal)
Signature:
Email: allison.tidwell@fortworthtexas.gov
Amount