22-1557ORDINANCE NO. M-1557
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTR\CTWITH FRONTIER ACCESS, LLC., DBA FRONTIER WASTE SOLUTIONS, PROVIDINGFOR A GUARANTEED VOLUME CONTRACT FOR THE LANDFILL; AND PROVIDING
AN EFFECTIVE DATE (FILE #8005 AWARDED TO FRONTIER ACCESS, LLC. FOR ATERM OF TWO (2) YEARS BEGINNING OCTOBER 1, 2022, WITH NO RENEWALS OR
EXTENSIONS).
WHEREAS, the City Council of the City of Denton desires that the City of Denton Landfill
receive predictable tonnages of solid waste for both revenue and management purposes; and
WHEREAS, on April 15, 2022, the City of Denton Issued a Notice of Intent to Award Waste
Hauler Contracts (#8005) for the coming fiscal year beginning October 1, 2022 and extending to
September 3 1, 2024; and
WHEREAS, the Contractor is willing to guarantee delivery of a specified annual tonnage of solid
waste in consideration of a discounted disposal charge and make payment based on the guaranteed
tonnage regardless of the actual amount of solid waste delivered; and
WHEREAS, consistent with the implementation of the City of Denton’s Comprehensive Solid
Waste Management Strategy, the City desires to drive and promote waste diversion from the
landfill through programmatic recycling; and
WHEREAS, the City of Denton has determined that this contract is in the public interest.
NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS :
SECTION 1. The findings and recitations contained in the preamble of this Ordinance are
incorporated herein by reference.
SECTION 2. The City Council of the City of Denton hereby approves the contract attached hereto
for guaranteed tonnage to be delivered to the Landfill.
SECTION 3. The City Manager, or their designee, is hereby authorized to execute the contract
and to carry out the duties and responsibilities of the City as provided in the Contract.
SECTION 4. This Ordinance shaII become effective immediately upon its passage and approval.
The motion to approve this ordinanceseconded by 2)riaa Bed.the following vote h -II :
was made and
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Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Jesse Davis. District 3 :
Alison Maguire, District 4:
Brandon Chase McGee,At Large Place 5 :
Chris Watts, At Large Place 6:
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PASSED AND APPROVED thi, th, 20'bd,y ,f . 2022.a:
ATrEST:
ROSA RIOS, CITY SECRETARY n\ltllllll
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APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY
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SOLID WARE DISPOSAL CONTRACr
COUNTY OF DENTON t
This contract is by and between the atv of Denton, a Texas municipal corporation
(“City") and Frontier Access, LLC dba Frontier Waste Solutions, with its prineipal address at 2323
Bryan Street, Suite 2620 Dallas, TX 75201, ("Contractor" or “Frontier Waste"), effective as ofOctober 1, 2022 (“Contract"). ' '
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WHEREAS, City desires that the City of Denton Landfill (“Landfill") receive predictable
tonnages of Solid Waste (as described in Section 5 below) for both revenue and managementpurposes; and +ji
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WHEREAS, Contractor is willing to guarantee delivery of a specified annual tonnage of
solid Waste in consideration of a discounted disposal charge, and to promise'to bring tonnage
to the landfill and make payment based on the guaranteed tonnage regardless of the actual
atnount of Solid Waste delivered; and
WHEREAS, City has determined that this Contract is in the public interest.
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NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions
contained in this Contract, City and Contractor agree to the following terms and conditions:
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1. Administration. This Contract shall be administered on behalf of City by its Director
of Solid Waste or the Director’s designee (hereinafter called the “Director"), and on behalf of
Contractor by its duty authorized officer or employee Alek Orloff, CFO.
2. Contract Year means any period during the Contract beginning on October 1 and ending
on September 30 of the following year.
3. Delivery of Acceptable Solid Waste. Contractor agrees and guarantees that it will deliver
to Landfill Acceptable Solid Waste in the following tonnage for each year of the Contract
("Guaranteed Annual Tonnage") and City agrees to accept all such Acceptable Solid Waste at the
Landfill
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Contract YearrmIn=
n+allFY 2623:2024
4. Additional Delivery of Acceptable Solid Waste. Contractor understands and agrees thatit may also deliver additional Solid Waste to the Landfill in excess of the Guaranteed Annual
Tonnage delivered in a Contract Year up to ten percent ( 10%) of the Guaranteed Annual Tonnage
amount (“Additional Acceptable Tonnage"), if Contractor diverts an equivalent net amount of
material through a Materials Recycling Facility (“MRF"), for recycling, composting, or other reuse
program from the towns it serves during the same Contract Year. Additional tonnages accepted
by the Landfill will be paid at the rate described by the Additional Acceptable Tonnage Fee.
Additional tonnage true-up shall be completed throughout the year and finalized no later than
thirty (30) days after the end of each Contract Year.
5. Acceptable Solid Waste. Acceptable Solid Waste means all wet or dry Solid Waste that is
authorized under State permit MSW 1590B to be disposed of at the Landfill under applicable
federal, state, and local laws, regulations, ordinances, rules, permits, licenses, and governmental
orders or directIves, and that is not Unacceptable Solid Waste (as defined in Section 11 below).
Acceptable Solid Waste does not include sludge, special waste, or material of citizens served by
other municipalities or corporations. “Solid Waste” as used herein shall have the same meaning
as Municipal Solid Waste set forth in Subchapter A, Section 361.003(20) of the Texas Health and
Safety Code (also known as the Texas Solid Waste Disposal Act).
6.Delivery Procedures; Operation of the Landfill.
(a) DESCRIPTION OF WORK. For the consideration agreed below to be paid to City by
Contractor, Contractor shall deliver negotiated volumes of waste, as delineated in Section 2, to
the City of Denton Landfill at the negotiated cost in the City and County of Denton, Texas,
hereinafter called the "Services." The Services are to be performed in a good and workmanlike
manner and shall conform in every respect to the following:
(i)
Exhibit A;
City's Request for Bids (8005) issued April 15, 2022, attached hereto as
(H) City's Scope of Work for the Services (the “Specifications”) attachedhereto as Exhibit B; and
(iii) Contractor's Bid, attached as Exhibit C.
(b). The documents referred to in Subsection 6(a) i, ii, and iii are incorporated by
reference and made a part of this Contract for all purposes as though each were written word
for word in this Contract; provided, however, that in case of a conflict in the language of this
Contract and the documents listed in A. above, the order of precedence shall be 1) this Contract
2) the Specifications 3) City’s Request for Bid, and 4) Contractor’s Bid. Contractor and City
further agree that should any dispute or questions arise respecting the true construction or
21 SOLID WASTE CONTRACT I Guaranteed Tonnage
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meaning of any of these documents, the true meaning shall be determined by the terms of this
Contract and the documents incorporated by reference herein.
(c) Operation of the Landfill; Procedures. The delivery of Acceptable Solid Waste
to the Landfill, which shall occur only during the Landfill’s posted hours, shall be governed by
the procedures applicable to haulers utilizing the Landfill, Contractor shall ,comply with all
Landfill procedures established by City ordinance and promulgated by the Director in the
disposal of Acceptable Solid Waste, as same may be amended from time to time.
Notwithstanding anything in this Contract to the contrary, City shall have the right, in its sole
discretion, to close its Landfill, in whole or in part, either temporarily or permanently, at anytime for any reason. Upon any such permanent closure, this Contract shall be terminated by
City as described in Section 17. Notwithstanding anything contained herein to the contrary,
any unscheduled closure of the Landfill of more than two (2} days by City shall result in an
equitable reduction in the Guaranteed Annual Tonnage owed by Contractor if requested in
writing by Contractor. In addition, if City doses the Landfill for more than thirty (30) days during
any three (3} month period, Contractor shall be entitled to terminate this Contract by delivering
such termination in writing to the Director of Solid Waste with a copy to the City Manager. If
Contractor chooses to terminate due to such closure, the obligations of both parties 'to deliver
and to accept Acceptable Solid Waste shall terminate (including, without limitation, Contractor’s
obligation to provide the Guaranteed Annual Tonnage and the City’s obligation to accept the
tonnage at the Discount Disposal Fee rate).
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(d) Compliance with Applicable Laws. This Contract is entered subject to and
controlled by the Charter and ordinances of the City of Denton and all applicable laws, rules,
and regulations of the State of Texas and the United States of America. Contractor and city
shall, during the performance of this Contract, comply with all applicable City codes, ordinances,
and regulations, as amended, and all applicable State and Federal laws, rules, and regulations,as amended.
(e) Title to Waste. Title to and risk of loss and responsibility for Acceptable Solid
Waste delivered to the Landfill shall pass at the time such Acceptable Solid Waste is removed
from the delivery vehicle at the Landfill. nae to Unacceptable Solid Waste shall remain with
Contractor or its customer and shall never be deemed to pass to City. City shall hqve the right
to determine what constitutes Unacceptabje Solid Waste and to reject Unacceptable Solid Waste
at any time, including after delivery to the Landfill, and Contractor shall be required to
immediately pick up and properly dispose of such Unacceptable Solid Waste at its own expense,
in accordance with Subsection 11(c) of this Contract, Unacceptable Solid Waste.
7. Term. Unless sooner terminated pursuant to Section 17, this Contract shall be for a
term of two (2) Contract Years, commencing on October 1, 2022 (the “Contract Start Date") andterminating on September 30, 2024. Upon expiration or termination of this Contract, the
obligations of both parties to deliver and accept Acceptable Solid Waste shall terminate;
provided, however, that all other rights and obligations of the parties under this Contract whichf-
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by their nature are intended to survive (including those with respect to payment, title to waste,insurance, and Indemnification) shall survive termination.
8. Disposal Fees and Payments.
(a) Fees. In consideration of City’s permission to dispose of Acceptable Solid
Waste under this Contract, Contractor shall pay City $37.00 per ton (the “Discount Disposal
Fee"). The Additional Acceptable Tonnage Fee also shall be $37.00. Contractor agrees that
the Discount Disposal Fee and the Additional Acceptable Tonnage Fee may be increased on
October 1 of each calendar year beginning on October 1, 2023. The percentage increase will
be determined by the Director using the Consumer Price Index for All Urban Consumers (CPI-
U) for the South Region for All Items, published by the United States Department of Labor,
Bureau of Labor Statistics. Any increase in the Discount Disposal Fee or the Additional
Acceptable Tonnage Fee shall not exceed five percent (5%) in any Contract Year.
(b) Payment. Contractor shall pay the Discount Disposal Fee on a monthly basisfor Acceptable Solid Waste delivered to Landfill. If Contractor delivers its Guaranteed Annual
Tonnage before the end of the one-year period, additional Acceptable Solid Waste delivered
to Landfill in excess of the AdditIonal Acceptable Tonnage shall be charged the Non-Resident
Gate Rate set by the then current City of Denton Solid Waste Rate Ordinance which is posted
online at the beginning of each budget/contact year. If at the end of a Contract Year,
Contractor has failed to dispose of the Guaranteed Annual Tonnage, Contractor remains
obligated under this Contract to pay the Discount Disposal Fee for the entire Guaranteed Annual
Tonnage
At the end of each Contract Year, the Director shall perform a reconciliation of the actual
tonnage of Solid Waste disposed of at the landfill under this Contract in that Contract Yearcompared with the Guaranteed Annual Tonnage and the amount paid by Contractor during the
Contract Year. The Director shall make the appropriate calculations and adjustments to
determine the amounts finally due and owed by Contractor in each Contract Year. Contractor
shall pay any amounts owed to City pursuant to the end-of-Contract Year reconciliation not
later than thirty (30) days after receipt of an invoice from the Director. Late payments under
this Contract shall earn simple interest at the annual rate of ten percent (10%), or such other
rate as the City Council establishes pursuant to City of Denton Code of Ordinances Section 26-
6 (k) as amended. The monthly bill shall be paid no later than thirty (30) days after receipt of a
monthly invoice from the City during the term of the Contract. In the event of failure to remit
in a timely manner, City shall have the right to terminate this Contract and the Contractorshall remain liable for all fees due under this Contract.
In the event of a good faith dispute in the amount of the Discount Disposal Fee due,
Contractor shall, at a minimum, pay the undisputed portion of the Discount Disposal Fee
due within the thirty (30) day period set forth above. The calculation of interest on any disputed
payment or the pursuit of contractual remedies by City shall be suspended during any good
faith dispute regarding payment until the dispute is either resolved or City otherwise
41 SOLID WASTE CONTRACT I Guaranteed Tonnage
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determines that the dispute cannot reasonably be resolved. If it is determined that the
disputed amount is owed by Contractor, such amount shall be subject to the late fees described
herein from the date of the original dispute. The parties reserve all legal rights and remedies
if they cannot amicably resolve a dispute.
Additionally, Contractor shall, on a monthly basis, provide the City a list of its customer
cities’ gross and net recycling tonnages delivered, and a list of material diverted with tonnages.
(c) Taxes and Other Charges. In a.ddition to the Discount Disposal Fee, Contractor
shall pay all other federal, state, local or other taxes, fees, surcharge$ or sImilar charges related
to the acceptance or disposal of Acceptable Solid Waste or related to the operations or activities
of the Lnndfill that are imposed by law, ordinance, regulation, agreement with a governmental
authority, governmental audit, or otherwise.
(d) Security Deposit. Upon executidh of this Contract, Contractor shall provide a
security deposit in an amount equal to one-sixth (1/6) of the annual guaranteed amoant under
this Contract. The Director may approve a lesser deposit if Contractor receives an acceptable
credit rating from a credit source available to the City. The cost to obtain the credit rating will
be charged to the Contractor and will not exceed one hundred dollars ($100.00). The security
deposit may take the form of cash, a performance bond issued by a corporate suretyor suretieslicensed to issue bonds in the State of Texas and otherwise acceptable to City, or an
unconditional, Irrevocable standby letter of credit issued by and drawable at a' financial
institution located in Denton County, Texas. If other than cash, the form of the security deposit
shall be approved by the Director and approved as to legal form. For multi-year contracts, the
security deposit will be reviewed annually to reflect an increase or decrease in the Discount
Disposal Fee rate, and the amount of the security deposit will be increased or decreased toreflect the change.
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(e) Remedies in the Event of Default. If Contractor, after thirty (30) days advanced
written notice and opportunIty to cure from City, fails to make payment of amounts due under
this Contract, or breaches any term, condition, or covenant of this Contract, the Director may
exercise any or all of the following remedies, without waiving any other remedies available to
City at law or in equity: (1) suspend delivery of Solid Waste to the Landfill by Contractor; (2)
terminate this Contract for default as provided in Subsection 8(b) or section 17; or (3) draw upon
the security deposit and require Contractor to furnish a replacement security deposit as
provided in Subsection (d) above, except that the Director may require a greater amount of
security than provided for in Subsection (d) in order to provide City with adequate assurance of
performance by Contractor. If Contractor’s delivery of Solid Waste to the Landfill is suspended
for nonpayment for any undisputed amount, Contractor’s obligation to pay the full payment for
guaranteed annual tonnage remains in effect.
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9. Insurance. During the term of this Contract, Contractor shall procure, pay for, and
maintain at least the minimum insurance coverages described in Exhibit D, iattached to and
made a part of this Contract. Approval, disapproval, or failure to act by City regarding any
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insurance supplied by Contractor or its subcontractors shall not relieve Contractor of fullresponsibility or liability for damages, errors, omissions, or accidents as set forth in this
Contract. The bankruptcy or insolvency of Contractor’s insurer or any denial of liability by
Contractor's insurer shall not exonerate Contractor from the liability or responsibility of
Contractor set forth in this Contract.
10. Force Majeure.
(a) NO party shall be IIable or responsible to the other party, nor be deemed to have
defaulted under or breached this Contract, for any failure or delay in fulfilling or performing any
term of this Contract, except for any obligations to make payments to the other party hereunder,
when and to the extent such party’s (the "Impacted Party") failure or delay is caused by or results
from the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire,
earthquake, other potential disasters or catastrophes, such as epidemics, pandemics, or
quarantine$ or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist
threats or acts, riot, or other civil unrest; (d) government order, law, or action; (e) embargoes, or
blockades in effect on or after the date of this Contract; and (f) national or regional emergency;
and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) shortage
of adequate power or transportation facilities; and (i) any other similar events or circumstances
beyond the reasonable control of the Impacted Party. (b) The Impacted Party shall give notice
within 10 days of the Force Majeure Event to the other party, stating the period of time the Force
Majeure Event is expected to continue. The Impacted Party shall use diligent efforts to end the
failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted
Party shall resume the perforrnance of its obligations as soon as reasonably practicable after the
removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for
a period of 30 consecutive days following written notice given by it under this Section 10, either
party/the other party may thereafter terminate this Contract upon 45 days' written notice.
11. Unacceptable Solid Waste.
{a) For the purposes of this Contract, “Unacceptable Solid Waste” means; (i) any
material that is not Acceptable Solid Waste; (ii) any material that by reason of its composition,
characteristics or quantity is defined as a “hazardous material,” “hazardous waste," “hazardous
substance," “extremely hazardous waste," “restricted hazardous waste," "toxic substance,”
&toxic waste," "toxic pollutant," “contaminant," "pollutant,” “infectious waste," “medical
waste," “radioactive waste,” or "sewage sludge” under any Applicable Law; (iii) any material that
requires other than normal handling, storage, management, transfer or disposal; or (iv) any
other material that may present a substantial endangerment to public health or safety, may
cause applicable air quality or water effluent standards to be violated by the normal operation
of the Landfill, or because of its size, durability or composition cannot be disposed of at the
Landfill or has a reasonable possibility of otherwise adversely affecting the operation or useful
life of the Landfill.
61 SOLID WASTE CONTRACT I Guaranteed Tonnage
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(b) Contractor agrees that it shall not deliver any Unacceptable Solid Waste to City’sLandfill. If Contractor delivers waste that contains both Acoeptab Ie Solid Waste and
Unacceptable Solid Waste, the entire delivery shall constitute Unacceptable Solid Waste if the
Unacceptable Solid Waste cannot be separated from the Acceptable Solid Waste through the
reasonable efforts of City, with the cost of such separation to be paid by Contractor. CitY shall
have the right, but not the obligation, to inspect any of Contractor’s trucks to determine
whether the waste delivered is Acceptable Solid Waste or Unacceptable Solid Waste. Any
failure by City to perform any such inspection or to detect Unacceptable Solid Waste despite
such inspection shall in no way relieve Contractor from its obligation to deliver only Acceptable
Solid Waste or from its other obligations under this Section, or to retrieve such Unacceptable
Solid Waste as required under Subsection 6(e).
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i (c) if Contractor delivers Unacceptable Solid Waste to City’s Landfill, City may, in
its sole discretion: (i) reject such Unacceptable Solid Waste at Contractor's sole expense; or (ii)
if City does not discover such Unacceptable Solid Waste in time to reject and reload such
Unacceptable Solid Waste, inform Contractor by telephone of the problem and require
pickup of the Unacceptable Solid Waste within twenty-four (24) hours, unless the Unacceptable
Solid Waste is deemed by City to be a threat to the health and safety of its employees or the
general public, in which case Contractor shall respond and remove the UnBcceptable Solid Waste
immediately. If Contractor fails or refuses to timely remove or properly dispose of such
Unacceptable Solid Waste, City may dispose of such Unacceptable Solid Waste at a location
authorized to accept such Unacceptable Solid Waste in accordance with all applicable laws,
ordinances, and regulations and to charge Contractor all direct and indirect costs incurred due
to removing, handling, transporting, and disposing of such Unacceptable Solid Waste.
Notwithstanding the foregoing, no advance notice to Contractor shall be required for City to
dispose of Unacceptable Solid Waste at Contractor’s sole expense in emergency situations
where, in the Director’s judgment, a delay in such disposal could constitute a hazard to the
Landfill or any person on, about, or near the Landfill premises (provided that City shall provide
written notice as soon as reasonably practical).
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12. Environmental Compliance. Contractor and City sha'II comply with all federal, state
and local environmental laws and regulations, including, but not limited to, the Resource
Congervatioh and Recovery Act (RCRA), the Safe Drinking Water Act (SDWA), the Clean Water
Act (CWA) ahd the Clean Air Act (CAA) in their performa"nce under this Contract. Contractor shall
e6sure that its agents, subcontractors and employees have received training or information
appro$riate to the environmental aspetts and impacts of their activities in connection with
performance of this Contract. Contractor and City shall ensure that any spills or other releases
df materials into the environment that may result from perforrhance under this Contract are
fesp6nded to and rep6rted adequately and in combliance with applicable environmental laws.
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i' -13. Notices. Except as otherwise provided in Section 14, any notice, payment, statement,or deMand required or perMittdd to- be given under this Contract by either barty to the
other may be affected by personal delivery in writing or by mail, postage prepaid. Mailed
notices shall be addressed to the parties at the addresses appearing below, but each party
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may change its address by written notice in accordance with this section. Mailed notices shall
be deemed communicated as of three (3) days after mailing.
If intended for City, to:Brian Boerner
Director of Solid Waste
City of Denton
1527 S. Mayhill Rd.
Denton, TX 76208
If intended for Contractor, to:Alek Orloff
CFO
2323 Bryan Street, Suite 2620
Dallas, TX 75201
14. Assignment. Contractor shall not sell, assign, transfer, or convey this Contract, in whole
or in part, without the prior written consent of City's Director, which consent wIll not be
unreasonably withheld.
15. Independent Contractor. Contractor's status shall be that of an independent contractor
and not an agent, servant, employee, or representative of City in the performance of the
Services. Contractor shall exercise independent judgment in performing its obligations under
this Contract and is solely responsible for setting working hours, scheduling, or prioritizing and
determining how its obligations under this Contract are to be performed. No term or provision
of this Contract or act of Contractor in the performance of this Contract shall be construed as
making Contractor the agent, servant, or employee of City, or making Contractor or any of its
employees eligible for the fringe benefits, such as retirement, insurance and worker's
compensation, which City provides its employees.
16. Indemnity. CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD CITY, ITS
OFFICERS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSurrs,
JUDGMENTS, COSTS, FINES, PENALTIES, AND EXPENSES FOR PERSONAL INJURY (INCLUDING
DEATH), PROPERTY DAMAGE, VIOLATIONS OF STATE OR FEDERAL ENVIRONMENTAL LAWSOR REGULATIONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT,
SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY
coNTRAcroR's BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACr, OR BY
ANY NEGLIGENT, WRONGFUI, OR srRlcrLY UABLE AV OR OMISSION OF CONTRACrOR, ITS
OFFICERS, AGENTS, EMPLOYEES OR suBCONTRAcroRS, IN THE PERFORMANCE OF THIS
coNTRAcr; EXCEPT THAT THE iNDEMNrrY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT
APPLY TO ANY UABILrrY RESULTING SOLELY FROM THE NEGLIGENCE, WRONGFUL Acr, OR
FAULT OF crrY, ns OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACIORS, AND IN THEEVENT OF JOINT AND CONCURRING NEGLIGENCE OR FAULT OF CONTRACIOR AND crrY,
RESPONSIBILITY AND INDEMNW, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE
8 1 SOLID WASTE CONTRACT I Guaranteed Tonnage
LAW OF THE STATE OF TEXAS, WITHOur WAIVING ANY GOVERNMENTAL IMMUNrrYAVAILABLE TO CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE
PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE
BENEFIT OF THE PARTIES TO THIS CONTRACr AND ARE NOT INTENDED TO CREATE OR GRANT
ANY RIGHIS, CONTRACrUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTRY.
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17. Termination. City’s Director may, at City’s option and without prejudice to any otherremedy City may be entitled to at law, in equity or elsewhere under this Contract, terminate
this Contract in whole or in part for cause or for the convenience of City (including but not limited
to closure of the Landfill or non-appropriation of funding to operate the Landfill), by giving at
least ninety (90) days advance written notice of termination to Contractor, unless such closure
results from an emergency (in which use, City shall give ContI%ctor as much advance written notice
as reasonably possible), with the understanding that all performance being terminated shall cease
as of a date to be specified in the notice. Contractor shall not be entitled to lost or anticipated
profits should City choose to exercise its option to terminate for any reason.
18. Venue. The obligations of the parties to this Contract shall be performable in Denton
County, Texas, and if legal action is necessary in connection with or to enforce rights under this
Contract, exclusive venue shall lie in Denton County, Texas.
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19. Governing Law. This Contract shall be governed by and construed in accordance with
the laws and court decisions of the State of Texas, without regard to conflict of law or choice
of law principles of Texas or of any other state.
20. Legal Construction. In case any one or more of the provisions contained in this Contractshall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision of this Contract, and
this Contract shall be considered as if such invalid, illegal, or unenforceable provision had neverbeen contained in this Contract.
21. Counterparts. This Contract may be executed in any number of counterparts, each of
which shall be deemed an original and constitute one and the same instrument. If this Contract
is executed in counterparts, then it shall become fully executed only as of the execution of the
last such counterpart called for by the terms of this Contract to be executed.
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22. Captions. The captions to the various clauses of this Contract are for informational
purposes only and shall not alter the substance of the terms and conditions of this Contract.
23. ,$uccessors and Assigns. This Contract shall be binding upon and inure to the benefit
of the parties and their respective successors and, except as otherwise provided in this Contract,their assigns.
24. Miscellaneous. The Contractor hereby represents that (i) it does not engage in businesswith Iran, Sudan or any foreign terrorist organization and (ii) it is not listed by the Texas
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Comptroller under Section 2252.153, Texas Government Code, as a company known to have
contracts with or provide supplies or services to a foreign terrorist organIzatIon. As used in the
immediately preceding sentence, “foreign terrorist organization" shall have the meaning given
such term in Section 2252.151, Texas Government Code.
25. Entire ARreernent; No Oral Modifications. This Contract (with all referenced Exhibits,
attachments, and provisions incorporated by reference) embodies the entIre a-gfeern-erit of both
parties, superseding all oral or written previous and contemporary agreements between the
parties relating to matters set forth in this Contract. Except as otherwise provided elsewhere
in this Contract, this Contract cannot be modified without written supplemental agreement
executed by both parties.
26. Certification of Execution.
The person or persons signing and executing this Contract on behalf of Contractor or
representing themselves as signing and executing this Contract on behalf of Contractor, do
hereby warrant and certify that he, she or they have been duly authorized by Contractor to
execute this Contract on behalf of Contractor and to validly and legally bind Contractor to all
terms, performances and provisions herein set forth.
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Exhibit A
DENTON
8005
Waste Hauler Contracts
Issue Date: 4/1 5/2022
Questions Deadline: 4/26/2022 05:00 PM (CT)
Response Deadline: 5/3/2022 11:00 AM (CT)
Denton - Purchasing
Contact Information
Contact:
Address:Crystal Westbrook901 B Texas Street2nd Floor
Denton, TX 76209
940 (349) 7100 x7 172
crystal.westbrook@cityofdenton,corn
Phone:
Email:
Page 1 of 3 pages Deadline: 5/3/2022 11:00 AM (CT)8005
Event Information
Number:
Title:
TyW:Issue Date
Question Deadline:
Response Deadline:Notes:
8005
Waste Hauler Contracts
Notice of Intent to Award Waste Hauler Contracts
4/1 5/2022
4/26/2022 05:00 PM (CT)
5/3/2022 11:00 AM (CT)
The City of Denton Landfill is entertaining new commercial waste hauler contracts
(a.k.a. put-or-pay agreements) for the coming fiscal year beginning October 1, 2022
and extending to September 31, 2024. Consistent with the City of Dentons
Comprehensive Solid Waste Management Strategy, which will be finalized over the
next few months, this round of contracts will be used to not only raise revenue for theCity of Denton’s Solid Waste Enterprise and assure disposal capacity in North Texas
but promote waste diversion and recycling across the region,
Bid Attachments
8005 SOW.pdf
Scope of Work
Download
Requested Attachments
Proposal
(Attachment required)
Submit a letter of interest in PDF format and placed on a Company Letterhead. Your Company's tonnage need/desireand the value you place on each ton of material you want to deliver to the City of Denton Landfill (cost/ton).
Page 2 of 3 pages Deadline: 5/3/2022 1 1:00 AM (CT)8005
Supplier Information
Company Name:
Contact Name:
Address:
Phone:
Fax:
Email:
Supplier Notes
By submitting your response, you certify that you are authorized to represent and bind your company.
Print Name Signature
Page 3 of 3 pages Deadline: 5/3/2022 11:00 AM (CT)8005
Exhibit B
Scope of Work
AWH #8005 – Waste Hauler Contracts
The City of Denton Landfill is entertaining new commercial waste hauler contracts (a.k.a. put-or-pay
agreements) for the coming fiscal year beginning October 1, 2022 and extending to September 31, 2024.
Consistent with the City of Dentons Comprehensive Solid Waste Management Strategy, which will be
finalized over the next few months, this round of contracts will be used to not only raise revenue for the
City of Denton’s Solid Waste Enterprise and assure disposal capacity in North Texas but promote waste
diversion and recycling across the region.
Unlike previous waste hauler agreements, the city of Denton will be limiting the total number of tons
allowed on all third-party disposal contracts, aggregate, to 120,000 tons, total. Waste may continue to
use the City of Denton Landfill for excess volume at the published external gate rate. For each of the
successful contractees, there will be opportunity to earn up to an additional 10% of contracted disposal
capacity above the disposal ceiling by demonstrating your waste diversionary efforts (net programmatic
and non-programmatic recycling and yard waste/organics diversion).
To qualify for this additional tonnage under this effort, the successful contractors will be required to:
•
•
Delineate all city, county, and community partners serviced as part of this contracting, both
residentiatly and commercially, and provide a delineation of the recycling efforts, including
programmatic descriptions and outreach material, within each community.
Report the net diversionary efforts from the communities serviced by these disposal contracts
and transported to the City of Denton Landfill. Gross tons delivered, and net tons recycled must
be reported to the City of Denton monthly.
o Recyclables may be transmitted to your preferred MRF or recycling facility.
o Only net tons of diversion will qualify for optional increased MSW tonnage.
o Only clean yard waste delivered to the City of Denton’s Beneficial Reuse Facility, via the
Scale House, will be considered.
• The standard rate for organics disposal by City of Denton residents will apply to
those loads, $25/ton with a $25 minimum trip charge.
The additional tonnage earned would not be required to be used/consumed and would not be subject
to the payment guarantee, only your original contracted tonnage. The potential extra tons that can be
earned will replace the automatic 5% average rate from the previous contracts. If you exceed your
contracted volume and use up any additional tons earned by diversion efforts, all subsequent tonnage
for the remainder of that fiscal year, October 1 – September 31, will be billed at the published non-
resident gate rate. Failure to deliver all guaranteed tonnage during the fiscal year will result in a “settle
up’' on the final bill for the fiscal year, resulting in paying the contracted price for any and all tons the
hauler was short of the guaranteed volume.
Sludge will not be counted towards tons hauled or preferred price even if you are hauling sludge to the
landfill from an approved source. Sludge hauled will be charged at the published sludge rate and be held
separate for the purposes of a put-or-pay contract for MSW.
A stricter penalty for late payments will be applied to these contracts. Any landfill account that has a bill
that has not been paid within 14 days of the due date will have their access to the landfill suspended
until all outstanding statements have been brought current. There would be no alteration to the
guaranteed tonnage requirement due to these possible suspensions of landfill use.
The City of Denton Solid Waste Department is the exclusive provider of solid waste service for the City
Limits of The City of Denton. Any hauler found to be providing solid waste service to a Denton address,
either residential or commercial, will have their access to the landfill suspended without the benefit of
alteration of contracted guaranteed volumes, until such time that the illegal containers are removed.
This also does not preclude the possibility of the offending container being cited by the City of Denton
for the violation of City ordinance.
Any violation of the terms of the agreed upon contract may result in the immediate cancellation of the
contract and the City being remitted the entire value of the remaining contracted tonnage.
The minimum bid on the available tons for this round of contracts to be accepted by the City of Denton
will be $35 per ton. The $25 per ton minimum per load will still apply for each load of material delivered
to the City of Denton for disposal regardless of final rate established via contract.
Waste hauling companies interested in participating in the City of Denton’s Waste Hauler Agreement
program shall submit Electronic or Hard Copy, instructions below:
The City of Denton will accept electronic submittals in IONWAVE or hard copy submittals until the date
and time on the cover sheet of this solicitation. Any submission received after the date and/or hour set
for solicitation opening will be returned unopened. The City will not allow late submissions due to
technical difficulties. Each respondent is responsible for taking the necessary steps to ensure their
submission is received by the date and time noted herein. The City is not responsible for technical
difficulties that may result in the submission arriving after the set time.
Hard copy submissions may be hand delivered (by firm or express courier) to the address listed below:
City of Denton
Materials Management
SOLICITATION NUMBER AND NAME
901B Texas Street
Denton, TX 76209
The City of Denton reserves the right to accept or reject in part or in whole any submission, and to waive
technicalities of the submission, in the best interest of obtaining best value for the City.
Each respondent is responsible for taking the necessary steps to ensure their submission is received by
the date and time noted herein. The City is not responsible for missing, lost or late mail or any mail
delays, internal or external, that may result in the submission arriving after the set time.
HARD COPY SUBMISSION FORMAT
• Submitted in a PDF format and placed on Company Letterhead
• Addressed to: City of Denton, AWH #8005 Waste Hauler Contracts, Attention Crystal Westbrook,
Senior Buyer, Procurement Department, 901B Texas Street, Denton, TX 76209.
• Your company’s tonnage need/desire and the value you place on each ton of material you will
deliver to the City of Denton Landfill under these agreements (Cost/ton).
Contract partners will be selected based on highest tonnage price, credit rating/payment history, and
established frequency of use. Contract with be individually negotiated each of the selected contracted
partners. Should the City be unable to successfully to contract with any of the initially identified,
shortlisted contract partners, we will proceed down the list and attempt to contract with the next best
proposal. All submitted price/tonnage proposals submitted to the City as part of this invitation will
remain valid until such time that the Denton City Council considers and approves all contracts associated
with this Invitation.
The City of Denton will not be holding any pre-proposal meetings with regard to this request.
All questions must be posted in IONWAVE and all submitted will be answered and posted in IONWAVE.
It is our intent to award two (2) to three (3) contracts.
Exhibit C
FRQNTIEMA£iF901UtiDNS
2323 Bryan Street, Suite 2620
Dallas, TX 7520 1
888.854.2905
www.frontierwaste.com
AHn. Crystal Westbrook
City of Denton – Purchasing901B Texas Street 2nd Floor
Denton, TX 76209
Bid # 8005 Waste Hauler Contract
Base Bid:
Frontier Waste Solutions wishes to bid $35/ton for a 50,000-'ton annual put or pay into
the City of Denton Landfill.
Alternate Bid:
Frontier Waste Solutions wishes to bid $37/ton for a 25,000-ton annual put or pay into
the City of Denton Landfill.
Questions can be addressed to:
Scott Hunter – NTX District Manager
Cellphone # 214.436.2977
I
EXHIBIT D
INSURANCE REQUIREMENTS
Without limiting any of the other obIIgations or liabIlities of the Contractor, the Contractor shall provide
and maintaIn for the term of the Contract, the minimum insurance coverage as indicated herein.
Contractor shall IIe with the Solid Waste Department satIsfactory certIficates of insurance Including
any applicable addendum or endorsements. Contractor may ask for clarifIcation of any insurance
requirements at any dIne, upon written request to the Solid Waste Department.
All insurance polides proposed or obtaIned in satisfaction of these requirements shall comply with the
following general specIfIcations, and shall be maintained in compliance with these generalspeciFcations throughout the duratIon of the Contract, or longer, if so noted:
1.
11.
Each policy shall be issued by a company authorized to do business in the State of Texas with an
A.M. Best Company rating of at least A or better.
Liability policies shall be endorsed to provide the following:
A. Name as Additional Insured the City of Denton, its officials, agents, employees, andvolunteers.
B.That such insurance is primary to any other insurance available to the Additional Insured
with respect to claims covered under the policy and that this insurance applies separately to
each insured against whom claim is made or suIt is brought. The inclusion of more than one
insured shall not operate to increase the insurerls limit of liability.
C.Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
111 Cancellation: City requires 30 day written notice should any of the policies descrIbed on the
certificate be canceled or materially changed before the expiration date.
A. Should anyof the required insurance be provided under a claims made form, Contractor shall
maintain such coverage continuously throughout the term of this Contract and, without lapse,
for a period of three years beyond the Contract expiration, such that occurrences arising
during the Contract term which give rise to claims made after the expiration of the Contractshall be covered.
B. Should any of the required insurance be provided under a form of coverage that includes a
general annual aggregate limit providing for claims investigation or legal defense costs to be
Included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
C. Should any required insurance lapse during the Contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory evidence
of reinstated coverage as required by this Contract, effective as of the lapse date. If insurance
is not reinstated, City may, at its sole option, terminate this Contract effective on the date of
the lapse.
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IV. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfactIon of thIs Contract shall addItIonally
comply wIth the followIng marked specifIcations, and shall be maintained in compliance wIth
these additional specifIcatIons throughout the duration of the Contract, or longer, if so noted:
A.General liability Insurance:
1. General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policY shall be written on an
occurrence basis either in a single policy or in a combination of underlying and umbrella
or excess policies.
2. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
a. Coverage A shall Include premises, operations, products, and completed operations,
independent contractors, contractual liability covering this Contract and broad form
property damage coverage,
b. Coverage B shall include personal injury.
a Coverage C, medical payments, is not required.
3. If the Comprehensive General LiabiIIty form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
a. Bodily injury and Property Damage Liability for premIses, operations, products and
completed operations, independent contractors and property damage resulting from
explosion, collapse, or underground (XCU) exposures.
b. Broad form contractual liability (preferably by endorsement) coverIng this Contract,
personal injury liabiIIty, and broad form property damage liability.Automobile Liability Insurance:
1. Contractorshall provide Commercial Automobile Liability insurance with Combined SIngle
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance, and use of all automobiles and mobile
equipment used in conjunction wIth this Contract.
2. Satisfaction of the above requirement shall be in the form of a policy endorsement for
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a. any auto, orb. all owned hired and non-owned autos.
V.The Contractor’s failure to comply with any of these provisions is a breach of contract by the
contractor, which entitles the City to declare the contract void if the contractor does not remedy
the breach wIthin ten days after receipt of notice of breach from the CIty.iiF
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