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22-1559ORDINANCE NO. 22-1559 AN ORDINANCE OF THE CiTY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATiON, AUTHORIZING THE CITY MANAGER TO EXECUTE ACONTRACT WITH WASTE CONNECTIONS LONE STAR, INC., PROVID[NG FOR AGUAR4NTEED VOLUME CONTRACT FOR THE LANDFILL; AND PROVIDING ANEFFECTIVE DATE (FILE #8005 AWARDED TO WASTE CONNECTIONS LONESTAR, INC. 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 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 theContract. 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 Al iSDn hAaqvifp ;approved by the following vote BrC®r\ eecxordinancepassed andwas Aye IZ 14 t/ Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2: Jesse Davis, District 3 :r Alison Maguire, District 4:V/ Brandon Chase McGee. At Large Place 5:\/ V/Chris Watts, At Large Place 6: PASSED AND APPROVED this the U day of MaR, 2022. bN ATTEST: ROSA RIOS, CITY SECRETARY 1111111111 Z’#<?/' ,._£r?';a ‘ APPROVED AS TO LEGAL FORM:MACK RErNWAND, CITY ATTORNEY I \c +bjg if\i 7.A 3 C +O• + qb'Jh:- STATE OF TEXAS S 5 g SOLID WASTE DISPOSAL CONTRACr COUNTY OF DENTON This contract is by and between the City of Denton, a Texas municipal corporation (“City") and Waste Connections Lone Star, Inc., a Texas corporation, with its principal address at 4001 Old Denton Road Haltom City, Texas 76117, {"Contractor" or "Waste Connections"), effective as of October 1, 2022 (“Contract"). 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 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 tonnage to the landfill and make payment based on the guaranteed tonnage regardless of the actualamount of Solid Waste delivered; and WHEREASr City has determined that this Contract is in the public interest_ 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: 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 duly authorized officer or employee John Schafer, Division Vice President. 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 eity agrees to accept all such Acceptable Solid Waste at the Landfill Contract Year FY4W© j FY 2023-2024 Guaranteed Annual TonnageM 50,000 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 recvding, 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 WQrkmanlike 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 (ii) City's Scope of Work for the Services (the “Specifications") attached hereto 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 tor 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 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) ODeratiQn 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 allLandfi iI procedures established by City ordinance and promulgated by the Director in thedisposal 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 equitable reduction in the Guaranteed Annual Tonnage owed by Contractor if requested in writing by Contractor. In addition, if City closes the Lnndfill 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). (d) Compliance with Applicable Lpwg. 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) btle to Waste. Title to and risk of loss and responsibility for Acceptable SolidWaste delivered to the Landfill shall pass at the time such Acceptable Solid Waste is removed from the delivery vehicle at the Landfill. Title to Unacceptable Solid Waste shall remain with Contractor or its customer and shall never be deemed to pass to city. City shall 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 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") and terminating on September 30, 2024. Upon expiration or terrnination 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 which 31 SOLID WASTE CONTRACT I Guaranteed Tonnage 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 $35.52 per ton (the "Discount Disposal Fee"). The Additional Acceptable Tonnage Fee also shall be $35.52. 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 basis for 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 postedonline 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 lonnage, Contractor remains obligated under this Contract to pay the Discount Disposal Fee for the entire Guaranteed Annual Tonnage . At the end Qf each Contract Year, the Director shall perform a reconciliatiQn Qf 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. The nrontllly bill shall be paid no later than thirty (30) days after leceipt 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. Tbe calculation of interest on any disputedpayment 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 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 addition 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 Landfill that are imposed by law, ordinance, regulation, agreement with a governmental authority, governmental audit, or otherwise. (d) Security Deposit. 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 (5100.00). The security deposit may take the form of cash, a performance band issued by a corporate surety or sureties licensed 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 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, 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. 9. Insurance. During the Lernl uf ttlib Culltracl, Cuntrattur btlull plucure, 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 Contractor or its subcontractors shall not relieve Contractor of full responsibility 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 byContractor’s insurer shall not exonerate Contractor from the liability or responsibility ofContractor set forth in this Contract. 10. Force Majeure. (a) No party shall 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 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 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 blockade s 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 performance 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 appIIcable aIr quaIIty 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 redsonable possibility of otherwise adversely affecting the operation or useful life of the Landfill. 61 SOLID WASTE CONTRACT I Guaranteed Tonnage (b) Contractor agrees that it shall not deliver any Unacceptable Solid Waste to City’s Landfill. 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 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 reIIeve 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). (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 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 8ccord8nce with all applicable laws, ordinances, and regulations and to charge Contractor all direct and indirect costs incurred dueto 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). 12. 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 Act (CAA) in their performance under this Contract. Contractor shall ensure that its agents, subcontractors and employees have received training or information appropriate to thQ 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 from performance under this Contract are responded to and reported adequately and in compliance with applicable environmental laws. 13. Notices. Except as otherwise provided in Section 14, any notice, payment, statement, or demand required or permitted to be given under this Contract bY either party 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 71 SOLID WASTE CONTRACT I Guaranteed Tonnage may change its address by written notice in accordance with this section. Mailed notices sh'all 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:John Schafer Division Vice President4001 Old Denton Road Haltom City, TX 76117 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. Indemnltv. 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 LAWS OR 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 CONTRAa, OR BY ANY NEGLIGENT, WRONGFUL, OR STRiCrLY LIABLE Acr OR OMISSION OF CONTRACrOR, ITSOFFICERS, AGENTS, EMPLOYEES OR suBCONTRAcroRS, IN THE PERFORMANCE OF THIS CONTRAa; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY UABIUW RESULTING SOLELY FROM THE NEGLIGENCE, WRONGFUL Aa, OR FAULT OF CW, ITS OFFICERS. AGENTS, EMPLOYEES OR SEPARATE coNTRAcroRS, AND IN THE EVENT OF JOINT AND CONCURRING NEGLIGENCE OR FAULT OF CONTRACrOR AND CITY, RESPONSIBILITY AND INDEMNW, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE 81 SOLID WASTE CONTRACT I Guaranteed Tonnage t-[f LAW OF THE STATE OF TEXAS, WITHOUT WANING ANY GOVERNMENTAL IMMUNITYAVAILABLE 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 INrENDED TO CREATE OR GRANT ANY RIGHIS, coNTRACrUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTW. 17. Termination. 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), by giving 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 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. 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 Contract shall for any reason be held to be invalid, illegal, or unenforceable in anY respect, such invalidity, illegality, or unenforceabitity 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. 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. 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. 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 91 SOLID WASTE CONTRACT )Guaranteed Tonnage 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 Agreement; No Oral Modifications. This 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 or representing themselves as signing and executing this Contract on behalf of Contractor, dohereby 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. Executed this the @ day of WM 20% by city, signing by and through its City Manager, duly authorized to execute same by Ordinance ASH App”"'d '" Sep@nba,_ E 20&. CITY OF DENTON, TEXAS Waste Connections Lone Star Inc „, SARA HENSLEY. CITY BY a John Sdafer g/g/2.2‘ 101 SOLID WASTE CONTRACT I Guaranteed Tonnage ArrEST: ROSA RIOS, crrY SECRFIARy ,\111111111DE&}•Bee e BY:JaZZ /r'/77;v APPROVED AS TO LEGAL FORM: MACK REINWAND. CITY ATrQRNEY &rON 11111111 S ED AND APPROVED as tofInancIal and Frational ions andabI terms:4 D\,a, nIls Al HAS BEEN Title ittit ;li ill,/ g' ] f:; •\b A ef qbHIP\+ +agRee I. r L1 1 \t I , t' ! I }++ \ CITYb OFDENTON 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 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: 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 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 thenext 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. 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/desire and 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 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 FORM AT • 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 WASTE CONNECTIONS LONE STAR INC. Conned with tb€ F#t&Ire Main 817.769.6110 + 4001 Old Dalton Road + Haltom City, Texas 76117 May 13, 2022 City of DentonMaterials ManagementSolicitation #8005, Waste Hauler Contracts9018 Texas Street Denton, TX 76209 AHn: Crystal Westbrook, Senior Buyer, Procurement Department Dear Crystal, Waste Connections Lone Star, LLC, is responding to the new commercial waste haulercontracts, solicitation #8005, (a.k.a. put-or-pay agreements) for the coming fiscal yearbeginning October 1, 2022 and extending to September 30, 2024. Our yearly tonnage need/desire and cost per ton are as follows: Yearly tonnage need/desire: 50,000 tons per year. (lower from lst submission) Cost per ton: $35.52. Waste Connections would like to thank the City of Denton Landfill and the Denton City Council for this invitation to participate in the proposal process. Waste Connections hasvalued the relationship we have built over the years and looks forward to continuing it foryears to come. As we move through the selection process, I will be the point of contact.I can be contacted through email at John.Schafer@Wasteconnections.com or by phoneat 901-601-9739. Please let me know if any additional information is needed. Sincerely,kIttDivision Vice President Waste Connections Lone Star, Inc 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 fIle with the Solid Waste Department satisfactory certIfIcates of insurance including any appIIcable addendum or endorsements. Contractor may ask for clarification of any Insurance requirements at any dIne, upon written request to the Solid Waste Department An insurance policies proposed or obtaIned in satisfaction of these requirements shall comply with the following general specIfications, and shall be maintaIned in compliance with these general speciFcations 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 insurer’s limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. C. 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 Contract shall 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, a ! f. : ! :i g 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, Vso noted: A.General Liability Insurance: 1. General Liability insurance with combined single limits of not less than $1,000,000.00 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. 2. If the Commercial General LiabiIIty 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. 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 IIability. 3 Automobile Liability Insurance: 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 1 2 I .1 i V 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 thecontractor, 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.\jR } t + i=+i k' +- . i g; i #++ M+ +UHnn,nq no ++HKu++=Hp+q••nn lb<H••hHlIH131 SOLID WASTE CONTRACT I Guaranteed Tonnage b I I 1\• • + I 1 P ••• - iI II q =i •• , Pl q r A I : • n +a : + ' , - d . :. e ' + ' p ) + p I p p o . e v - z