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Home My WebLink About064893 - General - Contract - Texas Regional Landfill Company, LPCSC No. 64893 MUTUAL NON -DISCLOSURE AGREEMENT This Mutual Non -Disclosure Agreement (the "Agreement") is entered into and made effective as of March _, 2026 (the "Effective Date"), by and between Texas Regional Landfill Company, LP, a Texas limited partnership ("TRLC"), and the City of Fort Worth, Texas, a Texas municipality (the "City"), by and through its duly authorized Assistant City Manager. TRLC anticipates and intends to disclose certain Confidential Information to the City in connection with the "Purpose" set forth in Section 2 below. In consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows: 1. Confidential Information. "Confidential Information" shall mean any information disclosed to the City, either directly or indirectly, in connection with the "Purpose" described in Section 2, below. "Confidential Information" includes, without limitation: any and all proprietary information, including trade secrets. 2. Purpose. TRLC wishes to discuss a potential business relationship ("Purpose") with the City whereby TRLC may disclose its Confidential Information to the City. This Agreement is intended to bind the City and prevent it, subject to applicable law, from disclosing TRLC's Confidential Information to any third party as herein provided or from using the Confidential Information for purposes other than the discussions related to the Purpose as provided herein. 3. Non -Use and Non -Disclosure of Confidential Information. (a) The City agrees not to use any Confidential Information for any purpose except to evaluate, negotiate, advise on, act upon, and engage in discussions concerning the Purpose, nor to disclose any Confidential Information to third parties without the written consent of Discloser, except as described in, and subject to, sub -section (b). The City agrees that it will disclose Confidential Information only to those of its directors, employees, agents, consultants, contractors, suppliers, advisors or affiliates who have a need to know in accordance with the Purpose stated in Section 2 above. The City shall use the same degree of care as it uses to protect its own most sensitive information. (b) The City agrees to comply with its obligations under applicable state law and agrees to promptly notify Discloser of any requests for information it receives for Confidential Information. However, if a court of competent jurisdiction or other governmental entity, including, but not limited to the Texas Attorney General, compels the City to disclose Confidential Information, the City shall give TRLC reasonable notice prior to such disclosure. If TRLC obtains any applicable protective order or its equivalent from a court of competent jurisdiction, the City agrees to comply with said order. (c) The City shall notify TRLC immediately upon discovery of any unauthorized use or disclosure of Confidential Information, and shall cooperate with TRLC in every commercially reasonable way to help TRLC regain possession of the Confidential Information and prevent its further unauthorized use. (d) Subject to subsection (b) of this section, the City agrees that it will take all steps to protect the secrecy of and avoid disclosure or use of TRLC's Confidential Information. 4. Return of Materials. Any Confidential Information which TRLC furnishes to the City in any medium whatsoever, together with all copies of such documentation, shall be promptly returned or destroyed by the City upon TRLC and the City's execution of a contract for services. 5. No Obligation; Full Consideration. Nothing herein shall obligate either party to proceed with any transaction with the other party, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity at any time. Each party acknowledges that the opportunity for a contractual or business relationship with the other party constitutes full and sufficient consideration for this Agreement. 6. No Warrantv. All Confidential Information is provided "as is," "where is," and with all faults. TRLC hereby disclaims all warranties, express, implied or otherwise, either in fact or by operation of law, statutory or otherwise, regarding its accuracy, completeness, performance or non -infringement of third -party rights or its merchantability or fitness for a particular purpose. In no event shall TRLC be liable to the City for indirect, special, incidental, consequential or punitive damages of any kind, including lost profits, by reason of any use by the City of any Confidential Information. OFFICIAL RECORD CITY SECRETARY Mutual NDA {00128010.13OCKIPage 1 of 3 FT. WORTH, TX CSC No. 64893 MUTUAL NON -DISCLOSURE AGREEMENT 7. No Rights Granted. Nothing in this Agreement is intended to grant any rights to the City under any patent, trade secret, copyright or other intellectual property right of TRLC, nor shall this Agreement grant the City any rights in or to TRLC's Confidential Information, except the limited right to review such Confidential Information solely for the Purpose. 8. Entire Agreement; Modification. This Agreement contains the full, final and comprehensive agreement of the parties regarding the subject matter set forth herein, and supersedes and replaces any and all prior or contemporaneous negotiations, correspondence, understandings and agreements between the parties. Changes, modifications and amendments to this Agreement can only be made in a writing signed by both parties. 9. Notices. Any notice required or permitted by this Agreement shall be in writing and delivered in person, sent by documented overnight delivery service or mailed by certified mail return receipt requested, postage prepaid, to the appropriate party or parties at the addresses referenced below, or to such other address as the parties may hereafter designate to the other in writing. Unless otherwise specified in this Agreement, all such notices and other written communications shall be effective (and considered received for the purposes of this Agreement) (a) if delivered, upon delivery; (b) if sent by documented overnight delivery service, on the date delivered; (c) if mailed upon delivery. Notices to TRLC shall be sent to: Waste Connections Legal Department, 3 Waterway Square Place, Suite 110, The Woodlands, TX 77380. Notices to City shall be sent to: Fort Worth Water Department, 100 Fort Worth Trail, 17th Floor, Fort Worth, TX 76102, with a copy to the Fort Worth City Attorney's Office, 100 Fort Worth Trail, 19th Floor, Fort Worth, TX 76102. 10. Assignment. This Agreement may not be assigned by either party without the written consent of the other. 11. Governing Law; Jurisdiction; Attorneys' Fees. This Agreement will be interpreted and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. Each party shall be responsible for their own costs and attorneys' fees in any litigation related to the interpretation or enforcement of this Agreement. 12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13. Severability. In the event that any provision of this Agreement or compliance by any of the parties with any provision of this Agreement shall constitute a violation of any law, or be deemed unenforceable or void, then such provision, to the extent only that it is in violation of law, or is deemed void or unenforceable, shall be deemed modified to the extent necessary so that it is no longer unenforceable, void or in violation of law and shall be enforced to the fullest extent permitted by law. If such modification is not possible, said provision, to the extent that it is in violation of law, void or unenforceable, shall be deemed severable from the remaining provisions of this Agreement, which provisions shall remain binding on the parties and in full force and effect. 14. Term & Termination. The term of this Agreement shall begin on the date of Execution and shall end upon the execution of a contract for services between TRLC and the City. In the event TRLC and the City fail to execute a contract for services, the term of this Agreement shall end on the date the City provides notice to TRLC that it has returned or destroyed all Confidential Information, Mutual NDA {00128010.13OCX.}Page 2 of 3 CSC No. 64893 MUTUAL NON -DISCLOSURE AGREEMENT IN WITNESS THEREOF, the parties have caused this Agreement to be executed below by their duly authorized representatives as of the Effective Date. CITY OF FORT WORTH By: �� Name: Jesica McEachern Title: Assistant City Manager 03/17/2026 APPROVAL RECOMMENDED: By: C ristopher Harder ( r 17, 2026 15:0 :37 CDT) Name: Christopher Harder, P. E. Title: Director, Water Department 4,povvap�Il ATTEST: F°°Rr�i°oad� oo Ova o=4 ppQ oo *A, }p daa�n°z000g5ga,v By: Name: Jannette Goodall Title: City Secretary Texas Regional Landfill Company, LP Kurt R Shriner By: Kurt R Shaner (Mar 17, 2026 14:58:34 CDT) Name: Kurt Shaner Title: Vice President, Engineering and Sustainability 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. By: Robert Robbins (Mar 12, 2026 11:56:50 CDT) Name: Robert Robbins Title: Environmental Program Manager APPROVED AS TO FORM AND LEGALITY: M. lle vin Ail�fe�s,11 By: M. Kevin Anders, II (Mar 17, 2026 15:07:23 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Mutual NDA {00128010.DOCX.}Page 3 of 3 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Texas Regional Landfill Company, LP, a Texas limited partnership ("TRLC"), and the City of Fort Worth Subject of the Agreement: Mutual Non Disclosure Agreement (MNDA) M&C Approved by the Council? * Yes ❑ No 0 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑✓ If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No ❑✓ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑✓ No ❑ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No ❑✓ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑✓ No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) 1Indicates the information is required and if the information is not provided, the contract will be returned to the department. 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