22-1558ORDINANCE NO. 22-1558
AN ORD[NANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE ACONTRACT WiTH RHINO REMOVAL LLC, PROVIDING FOR A GUARANTEEDVOLUME CONTRACT FOR THE LANDFILL; AND PROVID[NG AN EFFECTIVE
DATE (FILE #8005 AWARDED TO RHINO REMOVAL LLC FOR A TERM 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
Hauier Contracts (#8005) for the coming fiscal year beginning October 1, 2022 and
extending to September 31, 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 shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by
and seconded by reAarJIa
Chris Rica\s
the ordinance was passed and
b
I
a ' ; Pr
approved by the following vote
Aye
V/
P/
V/
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:
b/
\/
t/
t/
PASSED AND APPROVED thi, th, Ab d,y ,f Septew\bec , 2022.
nuMIvaR
ATTEST:
ROSA RIOS, CITY SECRETARY bt511111111
- - Z2>.a . A%/
APPROVED AS TO LEGAL FORM:MACK RErNWAND. CITY ATTORNEY
\\tttl lt+/\\3’:
STATE OF TEXAS §
§
9
SOLID WASTE DISPOSAL CONTRACT
COUNTY OF DENTON
This contract is by and between the city of Denton, a Texas municipal corporation
(“City") and Rhino Removal LLC with its principal address at 3575 Lone Star Circle #303 FortWorth, Texas 76177, (“Contractor" or “RhIno Removal"), effective as of October :1, 2022
{“Contract") .
WHEREAS, City desires that the City of Denton Landfill (“Landfill”) receive predictable
manages of Solid Waste (as described in Section 5 below) for both revenue and management
purposes; and
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 tonnageto the landfill and make payment based on the guaranteed tonnage regardless of the actual
amount of Solid Waste delivered; and
WHEREAS, City has determined that this Contract is in the public interest.
NOW, THEREFORE, in consideration of the mutual prornises, covenants, and conditions
contained in this Contract, City and Contractor agree to the following terms and conditions:
1. Administrption. This Contract shaN be administered on behalf of City by its
Director of Solid Waste or the Directof s designee (hereinafter called the "Director"), and on
behalf of Contractor by its duly authorized officer or employee Jake Pavelka, President of Rhino
Rernt>val, LLC.
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 Land$H 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:
Contract Year
FY laHEID!!
W 2023-2024
Guaranteed Annual Tonnage
mI
30,000
4. Additional Delivery of Acceptable Solid Waste. Contractor understands and agrees that
it 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
manages 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 thatis 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 DisposalAd)
6.Deliyqrv Prqcedures; Operation of the Lnndfill.
(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 "Sewices." 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 (8CX)5) issued April 15, 2022, attached hereto as
(ii) 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 wordfor word in this Contract; provided, however, that in case of a confIIct 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
21 SOLiD WASTE CONTRACT I Guaranteed Tonnage
city further agree that should any dispute or questions arise respecting the true construction
or meaning of any of these documents, the true meaning shall be determined by the terms ofthis Contract and the documents incorporated by reference herein.
{c} Operation of the Landfill; ,Procedures. The delivery of Acceptable Solid Waste
to the bndfHI, 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 any
time 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
equitab ie reduction in the Guaranteed Annual Tonnage owed by Contractor if requested in
writing by Contractor. in addition, if City closes the Landfill for more than thirty (30} daysduring 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 CityManager, if Contractor chooses to terminate due to such closure, the obligations of both
parties to denver and to accept Acceptable Solid Waste shaH terminate (including, without
limitation, Contractor’s obligation to provide the Guaranteed Annual Tonnage and the City’s
obIIgation to accept the tOnIIage at the Discount Disposal Fee rate).
{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 Was}.e_ IIde to and risk of loss and responsibility for Acceptable Solid
Waste delivered to the Landfill shaH pass at the time such Acceptable Solid Waste is removed
from the delivery vehicle at the Landfill. ntle to Unacceptable Solid Waste shall remain with
Contractor or its customer and shall never be deemed to pass to City. City shaH have the right
to determine what constitutes Unacceptable Solid Waste and to reject Unacceptable Solid
Waste at any time, including after delivery to the Landfill, and Contractor shaH be required toimmediately pick up and properly dispose of such Unacceptable Solid Waste at its own
expense, in accordance with Subsection 31(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, theobligations 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 which
3 } SOLID WASTE CONTRACT I Guaranteed Tonnage
by their nature are intended to survive (including those with respect to payment, tide 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 SolidWaste under this Contract, Contractor shall pay City $37.50 per ton (the “Discount Disposal
Fee”). The Additional Acceptable Tonnage Fee also shall be $37.50. 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. TIle percentage increase will
be determined by the Director using the Consumer Price index for All Urban Consumers (CPI-
U) for the South Region for AN 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 basis
for Acceptable Solid Waste delivered to Landfill. If Contractor delivers its Guaranteed Annual
Toonage 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
Year compared 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. TIle monthly bill sha iI 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 thisContract and the Contractor shall 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 Feedue within the thirty (30) day period set forth above. nIe 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
4 IS aLI D WASTE CONTRACT ! Guaranteed Tonnage
otherwise determines that the dispute cannot reasonably be resolved. If it is determined
that the disputed amount is owed by Contractor, such amount shaH be subject to the late fees
described herein from the date of the original dispute. TtIe parties reserve all legal rightsand 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 addition to the Discount Disposal Fee, Contractor
shall pay all other federal, state, local or other taxes, fees, surcharges, or similar charges
related to the acceptance or disposal of Acceptable Solid Waste or related to the operations or
activities of the Landfill that are imposed by bw, ordinance, regulation, agreement with a
governmental authority, governmental aLidit, or otherwise.
(d) Security D,qposit. Upon execution of this Contract, Contractor shall provide a
security deposit in an amount equal to one-sixth (1/6) of the annual guaranteed amount 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.OO). The security
deposit may take the form of cash, a performance bond issued by a corporate surety or
sureties ticensed 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-yearcontracts, the security deposit win be reviewed annually to reflect an increase or decrease in
the Discount Disposal Fee rate, and the amount of the security deposit waI be increased or
decreased to reflect the change.
(e) ReMedies in the Event of Default. If Contractor, after thirty (30} days advanced
written notice and opportunity to cure from City, faNs to make payment of amounts due under
this Contract, or breaches any term, condition, or covenant of this Contrac1, 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 assuranceof 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 fuR
payment for guaranteed annual tonnage remains in effect.
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/ attached to and
made a part of this Contract. Approval, disapproval, or failure to act by City regarding any
51 SOLiD WASTE CONTRACT I Guaranteed Tonnage
insurance supplied by Contrador or its subcontractors shall not relieve Contractor of full
responsibility or liability for damages, errors, omissions, or accidents as set forth in thisContract. The bankruptcy or insolvency of Contractor’s insurer or any denial of liability by
Contractor’s insurer shan not exonerate Contractor from the liability or responsibility of
Contractor set forth in this Contract.
:10. Force Majeure.
(a) No party shaH be liable 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 anyterm 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 causedby 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 quarantines, 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 IO 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 performance of itsobligations 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) anyrnaterial that is not Acceptable Solid Waste; (ii) any material that by reason of its
composition, characteristics or quantity is defined as a "hazardous rnaterial,” “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 beviolated 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 SOL ! D WASTE CONTRACT I Guaranteed Tonnage
(b) Contractor agrees that it shall not deliver any Unacceptable Solid Waste to City’s
L3ndfill. If Contractor delivers waste that contains both Acceptable 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 mst 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 onlyAcceptable Solid Waste or from its other obligations under this Section, or to retrieve such
Unacceptable Solid Waste as required under Subsection 6(e).
(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 requirepickup 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
Unacceptable 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}.
32. Environmental Compliance. Contractor and City shall comply with all federal, state
and local environmental laws and regulations, including, but not limited to, the Resource
Conservation and Recovery Act (RCRA), the Safe Drinking Water Act (SDWA), the Clean Water
Act (CWA) and the Clean Air Aa (CAA) in their performance under this Contract. Contraa-or
shall ensure that its agents, subcontractors and employees have received training orinformation appropriate to the environmental aspects and impacts of their activities in
connection with performance of this Contract. Contractor and city shall ensure that any
SPills or other releases of materials into the environment that may result +om performance
under this Contract are responded to and reported adequately and in compliance withapplicable environmental laws.
13- Notices. Except as otherwise provided in Section 14, any notice/ payment/ statementf
or demand required or permitted to be given under this Contract by either party to the
71 SOLID WASTE CONTRACT I Guaranteed Tonnage
other may be affected by personal delivery in writing or by mail, postage prepaid. Mailed
noticns shall be addressed to the parties at the addresses appearing below, but each party
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. Mayhi II Rd.Denton, TX 76208
If intended for Contractor, to:Jake Pavelka
CEO I FounderRhino Removal, LLC3575 Lone Star Circle #303
Fort Worth, TX 76177
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 contractorand 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 Contractoror 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, AGEVIS AND EMPLOYEES, HARMLESS AGAiNSr ANY AND ALL CLAIMS, LAWSurrs,
JUDGMENTS, COSTS, FINES, PENALTIES, AND EXPENSES FOR PERSONAL INJURY (INCLUDING
DEATH), PROPERrY DAMAGE, VIOLATIONS OF grATE OR FEDERAL ENVIRONMEMIAL LAWSOR REGULATIONS, OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT,
SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE our OF OR BE OCCASIONED BY
cohnRAcroR's BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS cohrrRAcr, OR BY
ANY NEGLIGENT, WRONGFUI, OR STRICTLY LIABLE Aa OR OMISSION OF cohrrRAcroR, FrsOFFICERS, AGEhrrs, EMPLOYEES OR suBCONTRAcroRS, IN THE PERFORMANCE OF THIS
coFWRAcr; EXCEPr THAT THE INDEMNrrY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT
APPLY TO ANY LIABILrrY RESULTING SOLELY FROM THE NEGLIGENCE, WRONGFUL Acr, OR
8 } SOLiD WASTE CONTRACT i Guaranteed Tonnage
FAULT OF CW, rrs OFFICERS, AGEVIS, EMPLOYEES OR SEPARATE CONTRAaORS, AND IN
THE EVENr OF JOIFn AND CONCURRING NEGLIGENCE OR FAULT OF covrRAcroR AND CW.
RESPONSiBiLrrY AND INDEMNIW, IF AJW. SHALL BE APPORTIONED IN ACCORDANCE wrrH
THE LAW OF THE STATE OF TEXAS, wrrHOLrr WANING ANY GOVERNMEVIAL IMMUNrrY
AVAILABLE TO crry UNDER TEXAS LAW AND wiTHOur WArviNG ANY DEFENSES OF THE
PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE
BENEFrr OF THE PARTIES TO THIS coHiRAcr AND ARE NOT IhrrENDED TO CREATE OR GRAhrr
ANY RIG iris, CONTRACrUAL OR OTHERWISE, TO ANY OTHER PERSON OR Ehnlw.
17. Terminption. City’s Director may, at City’s option and without prejudice to any other
remedy 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), bygiving at least ninety (90) days advance written notice of termination to Contractor, unless
such closure results from an emergency (in which case, City shall give Contractor 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 shaH not be
entitled to lost or anticipated profits should City choose to exercise its option to terrninate forany reason.
18- Venus 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.
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 confIIct of law or choice
of law principles of Texas or of any other state
I
20. Legal Constructiqr\, in case any one or more of the provisions contained in thisContract shall 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 never been contained in this Contract.
21. Counterparts. ntis 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
hst such counterpart caRed for by the terms of this Contract to be executed.
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.
91 SOLID WASTE CONTRACTI Guaranteed Tonnage
23. Successors 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. Tbe Contractor hereby represents that {i) it does not engage in business
with Iran, Sudan or any foreign terrorist organization and (ii) it is not listed by the Texas
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, Tons Government Code.
25. Entire ARreemepE; No Oral Modifications. Tlris Contract (with all referenced Exhibits,attachments, and provisions incorporated by reference) embodies the entire agreement 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 orrepresenting 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.
= 1=: : :gh::rt: :I =:Fire:ft o eT::::!=b y o r & ={i b y;;I/ B;i!:1: g by and through iB
Approved on l@M_ aJ 20U.
CITY OF DENTON, TEXAS Rhino Removal, LLC
BY
SARA HENS\@
N7x i/e
eh.~A,gay„'o
Lk C
LLCJake Paygika, President
l01 SOLiD WASTE CONTRACT Guaranteed Tonnage
ATIE£r:
ROSA RIOS, crrY SECRrrARY
__##22' &/?,;”
APPROVED AS TO LEGAL FORM:
MACK REINWAND, aTV ATrORNEY Departmentq& tL-Date SIgned:
Exhibit A
DENTON
8005
Waste Hauler Contracts
Issue Date: 4/15/2022
Questions Deadline: 4/26/2022 05:00 PM (CT)
Response Deadline: 5/3/2022 1 1:00 AM (CT)
Denton - Purchasing
Contact Information
Contact:
Address:Crystal Westbrook901 B Texas Street2nd Floor
Denton, TX 76209
940 (349) 7100 x7172
crystal.westbrook@cityofdenton,com
Phone:
Email:
Page 1 of 3 pages Deadline: 5/3/2022 11:00 AM (CT)8005
Event Information
Number:
Title:
Typ: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 1 1:00 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 11:00 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
residentially 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% overage 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
RHIno
05/09/2022
Letter of Interest
City of Denton Landfil
AWH #8005 Waste Hauler Contract
Dear Crystal Westbrook, Senior Buyer, Procurement Department, 901B Texas Street, Denton, TX 76209,
Thank you for the invitation and opportunity to compete for a City of Denton Landfill disposal
agreement.
Rhino Removal was formed in 2017. Our company focuses most on it’s people. Our slogan is “a people
company specializing in waste and recycle". We have responsibly grown from one truck and two employees
to 20 trucks in the north DFW market. We maintain long term agreements with the city of Boyd, city of Pilot
Point, six Fresh Water Supply Districts, and 10 HOA’s. The majority of the volume we would deliver to
Denton Landfill is generated in the Little Elm, Aubrey, and Pilot Point areas.
We rigorously track our MSW and recycle volumes. Rhino Removal agrees to provide the City of Denton with
the following: A delineation of all city, county, and community partners serviced as part of this contracting,
both residentially and commercially, and provide a delineation of the recycling efforts, including
programmatic descriptions and outreach materials, within each community as well as a report of 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 shall be reported to the City of Denton monthly.
Rhino Removal is pleased to offer the City of Denton Landfill 30,000 tons per year at a price of $37.50 perton
Sincerely,
Jake Pavelka
CEO I Founder
214-901-3372
jake@RhinoRemoval.com,
3575 Lone Star Circle #424 Fort Worth, Texas 76177www.RhinoRemoval.com
469-607-4466
EXHIBIT D
INSURANCE REQUIREMENTS
VUthout limIting any of the other obligations 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 fIle wIth the SoIId Waste Department satIsfactory certifIcates of insurance including
any applicable addendum or endorsements. Contractor may ask for clarifIcation of any insurance
requirements at any time, upon written request to the Solid Waste Department
An 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 notedi
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, and
volunteers.
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 insurer’s 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:
An 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 §1,000,000.09
shaH 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.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
a. Coverage Ashall include premises, operations, products, and completed operations,
independent contractors, contractual liability covering this Contract and broad form
property damage coverage.
b. Coverage B shaH include personal injury.
c. Coverage C, medical payments, is not required.
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 liability, and broad form property damage liability.
2
3
Automobile liability Insurance:
1. Contractor shall 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.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:2
B.
a.
b.any auto, orall 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.ijR
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