EXHIBIT 3.26 LIMITED PARTNERSHIP AGREEMENT OF RUFFINO HILLS TRANSFER STATION LP LIMITED PARTNERSHIP AGREEMENT OF RUFFINO HILLS TRANSFER STATION LP

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EXHIBIT 3.26

LIMITED PARTNERSHIP AGREEMENT

OF

RUFFINO HILLS TRANSFER STATION LP

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LIMITED PARTNERSHIP AGREEMENT

OF

RUFFINO HILLS TRANSFER STATION LP

This Limited Partnership Agreement of Ruffino Hills Transfer Station

LP (the "PARTNERSHIP"), a Texas limited partnership (as amended, modified,

supplemented or restated from time to time in accordance with the terms hereof,

this "AGREEMENT"), is made and entered into effective as of the 21st day of

April, 2004 (the "EFFECTIVE DATE"), by and between WS General Partner, LLC, a

Texas limited liability company ("GENERAL PARTNER"), as general partner, and

Waste Services Limited Partner, LLC, a Delaware limited liability company

("LIMITED PARTNER"), as limited partner.

WITNESSETH:

WHEREAS, the General Partner and the Limited Partner desire and

agree to form the Partnership as a limited partnership pursuant to the Act and

this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth

herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to

be legally bound, hereby enter into this Agreement.

ARTICLE I.

DEFINED TERMS

The defined terms used in this Agreement shall, unless the context

otherwise requires, have the meanings specified in this Article I.

1.1. Definitions. When used in this Agreement, the following terms

will have the meanings set forth below.

"ACT" means the Texas Revised Limited Partnership Act, as amended

from time to time.

"AFFILIATE" OR "AFFILIATED" shall mean, as to any Person, any other

Person that directly or indirectly, through one or more intermediaries controls,

is controlled by, or is under common control with such specified Person. For the

purposes of this Agreement, a Person shall be deemed to control a second Person

if (i) such first Person possesses the power, directly or indirectly, to vote

50% or more of the securities having voting power for the election of directors

of such second Person, or (ii) in the case of a second Person that is a

partnership, such first Person is the general partner of such partnership or

possesses, directly or indirectly, the power described in clause (i) as to the

general partner of such partnership or the power to replace the general partner

of such partnership, or (iii) such first Person possesses the power to direct

the management and policies of such second Person, directly or indirectly,

whether through the

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ownership of voting securities, by contract or otherwise; and the terms

"affiliated," "controlling" and "controlled" have meanings correlative to the

foregoing.

"CAPITAL ACCOUNT" means an account, with respect to each Partner,

that is maintained for each Partner on the books of the Partnership and which is

increased by (i) the amount of such Partner's Capital Contributions when made

and (ii) the amount of any Net Profits allocated to such partner pursuant to

Section 5.1 hereof, and decreased by (a) the amount of money and the fair market

value of any property distributed to such Partner by the Partnership and (b) the

amount of any Net Losses allocated to such Partner pursuant to Section 5.1

hereof.

"CAPITAL CONTRIBUTION" means, with respect to any Partner, the

amount which such Partner contributes or is deemed to contribute to the

Partnership.

"CODE" means the United States Internal Revenue Code of 1986, as

amended from time to time, and any successor thereto.

"COVERED PERSON" means any Partner, any Affiliate of a Partner or

any officers, directors, managers, members, shareholders, partners, employees,

representatives or agents of a Partner or their respective Affiliates, or any

officer, employee or agent of the Partnership or its Affiliates.

"DEBT" means (i) indebtedness for borrowed money, (ii) obligations

evidenced by bonds, debentures, notes or other similar instruments, (iii)

obligations to pay the deferred purchase price of property or services, (iv)

obligations as lessee under leases which shall have been or should be, in

accordance with generally accepted accounting principles, recorded as capital

leases, and (v) obligations under direct or indirect guaranties in respect of,

and obligations (contingent or otherwise) to purchase or otherwise acquire, or

otherwise to assure a creditor against loss in respect of, indebtedness or

obligations of others of the kinds referred to in clauses (i) through (iv)

above.

"FISCAL YEAR" means the calendar year.

"GENERAL PARTNER" means WS General Partner, LLC and includes any

Person who becomes a successor general partner of the Partnership pursuant to

the provisions of this Agreement.

"INDEMNITEE" means any General Partner, any director, officer, or

employee of any General Partner, any officer of the Partnership, and any

shareholder, or shareholder of a shareholder, of any General Partner, to the

extent any such shareholder is involved in actions or proceedings involving any

other Indemnitee identified herein and such shareholder and all such other

Indemnitees are represented by the same.

"LIMITED PARTNER" means Waste Services Limited Partner, LLC and

includes any Person who is admitted as an additional limited partner of the

Partnership or a substituted limited partner of the Partnership pursuant to the

provisions of this Agreement and "LIMITED PARTNERS" means any of such Persons

when acting in their capacities as a limited partner of the Partnership.

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"NET PROFITS AND NET LOSSES", as the case may be, shall mean the

Partnership's income and losses, including the Partnership's realized or

allocated share of depreciation and amortization expense, and any amounts of

gain or loss realized by the Partnership upon the sale of all or any portion of

Partnership property, after deducting all expenses incurred in connection with

the Partnership's business.

"PARTNER" means either the General Partner or the Limited Partner,

and "PARTNERS" means the General Partner and the Limited Partner.

"PARTNERSHIP EXPENSES" means all costs, expenses and charges

incurred with respect to the acquisition, improvement, ownership, operation,

administration, and maintenance of the Partnership and the Partnership Property,

as determined by the General Partner.

"PARTNERSHIP INTEREST" means an ownership interest in the

Partnership held by any Partner, which includes any benefits and obligations

attributable to such Partnership Interest, including a Partner's share of the

profits and losses of the Partnership and the right to receive distributions of

Partnership assets in accordance with the provisions of this Agreement and the

Act.

"PARTNERSHIP PROPERTY" means any and all assets and real, personal,

tangible and intangible property owned by the Partnership.

"PARTNERSHIP UNIT" means a fractional, undivided share of the

Partnership Interests of all Partners issued hereunder. The allocation of

Partnership Units among the Partners shall be as set forth on Exhibit A, as may

be amended from time to time.

"PERSON" means an individual or a corporation, partnership, limited

liability company, trust, unincorporated organization, joint stock company,

joint venture, association or other entity, or any government, or any agency or

political subdivision thereof.

"REGULATIONS" means the regulations promulgated by the United States

Department of the Treasury pursuant to and in respect of provisions of the Code.

All references herein to sections of the Regulations shall include any

corresponding provision or provisions of succeeding, similar, substitute

proposed or final Regulations.

"SHARING PERCENTAGE" means (i) 0.5% as to the General Partner and

(ii) 99.5% as to the Limited Partner.

"TRANSFER" means a sale, assignment, transfer, gift, encumbrance,

hypothecation, mortgage, pledge, exchange or any other conveyance or disposition

by law (including by merger of a Partner) or otherwise, voluntarily or

involuntarily.

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ARTICLE II.

GENERAL

2.1. Purpose. The Partnership's business and purpose shall consist

of any and all lawful businesses and purposes permitted under the Act and under

applicable law, and such activities as are necessary, incidental or appropriate

in connection therewith.

2.2. Powers. The Partnership shall be empowered to do any and all

acts necessary, appropriate, proper, advisable, incidental to or convenient for

the furtherance and accomplishment of the purposes and business described in

Section 2.1 herein and for the protection and benefit of the Partnership.

2.3. Name. The name of the Partnership shall be "Ruffino Hills

Transfer Station LP," under which all business affairs of the Partnership shall

be conducted.

2.4. Names and Addresses of Partners. The names and addresses of the

Partners are set forth in Exhibit A. The Partners agree that the rights, duties

and liabilities of the Partners shall be as provided in the Act, except as

otherwise provided herein.

2.5. Place of Business. The principal place of business of the

Partnership shall be located at 7025 East Greenway Parkway, Suite 100,

Scottsdale, Arizona 85254. The General Partner may change the location of such

principal place of business at any time and from time to time as it (in its sole

discretion) deems appropriate. The Partnership may also have such other places

of business as the General Partner determines to be appropriate.

2.6. Certificate of Limited Partnership. The General Partner has

caused to be filed a Certificate of Limited Partnership with the Secretary of

State of the State of Texas.

2.7. Additional Filings. The General Partner shall cause the

Partnership to make any filings or disclosures required by the laws of any other

state with respect to the qualification of the Partnership as a foreign limited

partnership under the internal laws of each such state.

2.8. Ownership. All property owned by the Partnership shall be owned

by the Partnership as an entity and, insofar as permitted by applicable law, no

Partner shall have any ownership interest in any Partnership Property in its

individual name or right, and each Partner's Partnership Interest shall be

personal property for all purposes.

2.9. Term. The term of the Partnership commenced on the date the

Certificate of Limited Partnership of the Partnership was filed with the

Secretary of State of the State of Texas and shall continue until the first to

occur of (a) December 31, 2053 or (b) the dissolution of the Partnership

pursuant to this Agreement. The separate legal existence of the Partnership

shall continue until the cancellation of the Certificate of Limited Partnership

of the Partnership in the manner required by the Act and in accordance with

Section 9.5.

2.10. Registered Office; Registered Agent. The address of the

registered office of the Partnership in the State of Texas is CT

Corporation. The name and address of the

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registered agent for service of process on the Partnership in the State of Texas

is 350 N. St. Paul St., Dallas, TX 75201. The General Partner may change the

registered office and the registered agent by thirty (30) days prior written

notice to the other Partners.

ARTICLE III.

CAPITAL

3.1. Capital Contributions. The Partners shall make such Capital

Contributions as are mutually agreed to by the Partners. All such Capital

Contributions shall be made in proportion to the Partners' respective Sharing

Percentages.

3.2. Return of Capital. No Partner shall have the right to demand

or receive the return of such Partner's Capital Contributions to the

Partnership, even in the event of withdrawal, whether or not such withdrawal is

permitted hereunder or in breach hereof.

3.3. Interest on Capital Contributions. No Partner shall receive

any interest on such Partner's Capital Contributions or such Partner's Capital

Account, notwithstanding any disproportion therein as between the Partners.

3.4. Certification. The Partnership shall issue to each Partner a

certificate summarizing the terms of such Partner's interest in the Partnership,

including the number of Partnership Units owned and the Percentage Interest

represented by such Partnership Units as of the date of such certificate. The

certificate representing each Partner's Partnership Units shall be endorsed with

the following legend:

THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933 AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE,

PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS

TO THE SECURITY UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT.

ARTICLE IV.

ACCOUNTING; BOOKS AND RECORDS; TAX MATTERS

4.1. Bank Accounts. The General Partner will, at the expense of the

Partnership, deposit all funds collected by it relating to Partnership Property

into an account or accounts in the name of the Partnership; and withdrawals from

said accounts shall be made by signatures only of such Persons as are designated

by the General Partner to act on behalf of the Partnership.

4.2. Partnership Records. The General Partner shall, at the expense

of the Partnership, keep proper books of record and account in which full, true

and correct entries shall be made of all dealings and transactions in relation

to the Partnership's business and activities, and shall, at its own expense,

keep proper books of record and account in which full, true and correct entries

shall be made of all dealings and transactions in relation to the General

Partner's business and activities. The General Partner shall permit

representatives of the other Partners

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upon reasonable notice, for any purpose reasonably related to its interest in

the Partnership, to examine and make abstracts from any such books and records,

at any reasonable time during reasonable business hours, and to discuss the

business and financial and other condition of the Partnership and the General

Partner with officers, accountants, and other representatives of the General

Partner.

4.3. Financial Accounting and Tax Reporting. The General Partner

shall prepare and cause to be furnished to each of the Partners in a timely

manner copies of (a) such annual and interim financial reports and statements as

are required to be prepared under the terms of any debt obligations of the

Partnership or any of its Affiliates, (b) such other financial reports and

statements as the General Partner determines are useful or appropriate, and (c)

all necessary tax reporting information.

4.4. Preparation of Tax Returns. The General Partner shall arrange

for the preparation and timely filing of all returns required of the Partnership

for federal and state income tax purposes.

4.5. Tax Elections. For federal income tax purposes, the Company

shall be disregarded as an entity separate from the owner of its partners (which

are also disregarded) pursuant to Treasury Regulations section

301.7701-3(b)(1)(ii). The General Partner shall, in its sole and absolute

discretion, determine whether to make or revoke any elections available to the

Partnership under applicable tax laws. If the Partnership becomes classified as

a partnership (rather than as a disregarded entity) for federal income tax

purposes, the General Partner shall have the right, in connection with any

assignment of a Partner's interest in the Partnership permitted hereunder, to

make an election in the manner provided in Regulations Section 1.754-1(b) on

behalf of the Partnership to adjust the basis of Partnership property in the

manner provided in Code Sections 734(b) and 743(b).

4.6. Tax Matters Partner. If the Partnership becomes classified as

a partnership (rather than as a disregarded entity) for federal income tax

purposes, the General Partner shall be the "tax matters partner" of the

Partnership for federal income tax purposes under Section 6231(a)(7)of the Code.

ARTICLE V.

ALLOCATIONS

5.1. Allocation of Net Profits and Net Losses to Capital Accounts.

Net Profits and Net Losses (and items thereof) for a Fiscal Year or other period

shall be allocated among the Partners for Capital Account purposes and, subject

to Section 5.2 hereof, for tax purposes, in proportion to their respective

Sharing Percentages.

5.2. Tax Allocations; Code Section 704(c). If the Partnership

becomes classified as a partnership (rather than as a disregarded entity) for

federal income tax purposes, the following provisions of this Section 5.2 shall

apply:

(a) Proportional to Net Income or Net Loss. Except as otherwise

provided in this Section 5.2, for each taxable period, each item of Partnership

income, gain, deduction and

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loss for tax purposes shall be allocated among the Partners in the same

proportion as they share the corresponding item of Net Profits, Net Losses or

other item of Partnership income, gain, loss or deduction for such period,

(b) Contribution of Property. In accordance with Code Section

704(c) and the Regulations thereunder, income, gain, loss, and deduction as to

any property contributed to the capital of the Partnership shall, for tax

purposes, be allocated among the Partners so as to take into account any

variation between the adjusted basis of such property to the Partnership for

federal income tax purposes and the fair market value of such property.

(c) Asset Value Adjustment. If the value of any Partnership asset

is adjusted pursuant to the provisions of Code Section 704(b) and the

Regulations thereunder, subsequent allocations of income, gain, loss, and

deduction as to such asset shall, for tax purposes, be made so as to eliminate

as quickly as possible any variation between the adjusted basis of such asset

for federal income tax purposes and its fair market value in the same manner as

pursuant to Code Section 704(c) and the Regulations thereunder. Any elections or

other decisions relating to such allocations shall be made by the General

Partner in any manner that reasonably reflects the purpose and intention of this

Agreement.

(d) Discretion; Effect. Any election or other decision relating to

allocations pursuant to this Section 5.2 shall be made by the General Partner in

any manner that reasonably reflects the purposes and intention of this

Agreement. Allocations pursuant to this Section 5.2 are for purposes of federal,

state and local taxes only and shall not affect or in any way be taken into

account in computing any Partner's Capital Account balance or share of Net

Profits, Net Losses or distributions pursuant to any provision of the Agreement.

ARTICLE VI.

DISTRIBUTIONS

At such times as are determined by the General Partner, the General

Partner shall cause the Distributable Cash of the Partnership to be distributed

among the Partners in proportion to their respective Sharing Percentages. For

these purposes, the "DISTRIBUTABLE CASH" of the Partnership means the net cash

available from Partnership operations and transactions (excluding cash from

Capital Contributions of the Partners) as of the end of the quarter or after the

closing of a transaction, as the case may be, immediately preceding the date of

a distribution, as determined in the reasonable judgment of the General Partner,

after paying Partnership Expenses, making all required debt service payments on

Debt of the Partnership, and establishing or maintaining working capital

reserves.

ARTICLE VII.

MANAGEMENT AND OPERATION OF BUSINESS

7.1. Management. Except as otherwise provided in this Agreement,

the management and operation of the Partnership shall be vested exclusively in

the General Partner, which shall have the power on behalf of the Partnership to

carry out any and all of the purposes

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of the Partnership and to perform all acts and enter into and perform all

contracts and other undertakings that it may in its discretion deem necessary or

advisable or incidental thereto. Except as otherwise expressly provided herein,

the General Partner shall have, and shall have full authority in its discretion

to exercise, on behalf of and in the name of the Partnership, all rights and

powers of a general partner of a limited partnership under the Act necessary or

convenient to carry out the purposes of the Partnership. Without limiting the

foregoing, the General Partner is hereby authorized and empowered in the name of

and on behalf of the Partnership:

(a) to initiate, investigate, research, negotiate, structure and

arrange the acquisition, lease, or disposition of Partnership Property;

(b) to possess, monitor, manage, or otherwise deal in, and to

exercise all rights, powers, privileges and other incidents of ownership or

possession with respect to Partnership Property;

(c) to employ or consult such Persons as it shall deem necessary,

appropriate or advisable for the operation and management of the Partnership,

including, without limitation, brokers, accountants, engineers, attorneys or

specialists in any field of endeavor whatsoever, including such Persons who may

be Limited Partners or affiliated with or controlled by the General Partner, and

to authorize any such Person to act for and on behalf of the Partnership;

(d) to deposit the funds of the Partnership in the Partnership's

name in any bank or trust company and to entrust to such bank or trust company

any of the securities, monies, documents and papers belonging to or relating to

the Partnership; or to deposit in and entrust to any brokerage firm that is a

member of any national securities exchange any of said funds, securities,

monies, documents and papers belonging to or relating to the Partnership;

(e) to make appropriate elections and other decisions with respect

to tax and accounting matters;

(f) to enter into, make, deliver and perform all contracts,

agreements, instruments and other undertakings as the General Partner may

determine to be necessary, advisable, appropriate or incidental to the carrying

out of the objects and purposes set forth above or contemplated hereby, the

taking of such action by the General Partner to be conclusive evidence of such

determination;

(g) to acquire and enter into any co