HomeMy WebLinkAbout4.d. Contract Agreement for Yard Waste Removal � �
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CITY OF ROS�OIINT
LXSCIITIVS SIIbmtARY FOR ACTION
CITY COUNCIL MEETING DATE: �Dec. 19, 1995
AGTNDA ITLbt: Contract agreement for yard AG$NDA SECTION:
waste removal Consent
PREPARRD BY: Dean R. Lotter, Administrative AGENDA ��� � /, �"y
Intern L�' U
ATTAC�2ENTS: Cover Letter, Contract APPROVED BY:
The following is a copy of the contract agreement to be made between
the Cities of Lakeville, Apple Valley, Farmington and Rosemount and SKB
Environmental, Inc. for the operation of the Yard Waste Compost Facility
located on Pilot Knob Road in Lakeville.
The Waste Ma.nagement Act of 1980, as amended, of Minnesota prohibits
the disposal of yardwaste in mixed municipal solid waste, in a landfill, or
in a resource recovery facility. Policies such as these are created to
encourage reduction of waste. The above listed Cities, in an attempt to be
consistant with these policies, find it necessary to contract composting
services. These services are to be provided by SKB Environmental, Inc.
ItFCOb�lENDED ACTION: Motion for approval of contract between the Cities
of Lakeville, Apple Valley, Farmington and Rosemount and SKB
Environmental, Inc.
COUNCIL ACTION:
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December 8, 1995
Mr. Tom Burt
City Administrator
City of Rosemount
2875 145th Street West
Rosemount, MN 55068
Ms. Nelda Werkmeister
Apple Valley Recyeling Coordinator
14200 Cedar Avenue
Apple Va11ey, MN 55124
Ms. Lena Larson �
Farmington Recycling Coordinator
325 Oak Street
Farmington, MN 55024
Dear Ladies and Gentlemen:
Enclosed please find a redlined and clean copy of the contract agreement between the
Cities of Lakeville, Apple Valley, Farmington and Rosemount and SKB Environmental,
Inc. for the operation of the Yard Waste Compost Facility located on Pilot Knob Road in
Lakeville.
On November 13, 1995, I sent you a proposed contract agreement submitted by SKB
Environmental. At that time, I asked you to contact me with any comments, questions
and/or concerns. The attached contract agreement has the minor changes which were
discussed and is now ready for Council approval. Please place this on your next available
Council agenda. _
After the City of Lakeville executes and notarizes the contract agreement, I will forward
the document to the City of Apple Valley for their execution of the contract. The last City
to execute the contract should send the document back to me so I can obtain the
appropriate signatures from SKB Environmental, Inc. Once the document has been fully
executed, I will send you a copy of the ageement for your files.
City of Lokeville
20195 Holyoke Avenue • Lakeviile, MN 55044 • (612)985-4400 • Fax 985-4499
Recycled paper,wy ink
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Burt, Werkmeister, Larson
December 8, 1995
Page Two
If you have any quesrions or concerns, please do not hesitate to contact me at 985-4430.
Sincerely
John Hennen
Administrative Assistant
JFI/rrilc
Enclosure
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_ CONTRACT BETWEEN THE CITIES OF LAKEVILLE,
APPLE VALLEY,ROSEMOUNT AND FARMINGTON
AND SKB ENVIRONMENTAL,ING
FOR OPERATION AND MAINTENANCE OF YARDWASTE FACILITY
This Contract is made and entered into between the Cities of Lakeville,Apple Va11ey,
Rosemount and Farmington, hereinafter"Client"and, SKB Environmental, Inc. 251 Starkey
Street, St. Paul, Minnesota 55107,hereinafter"Vendor".
WHEREAS, the State of Minnesota,through enactment of the Waste Management Act of
1980, as amended,has declared as stated policy the improvement of solid waste management
through the separation and recovery of energy and materials from solid waste and through the
reduction of indiscriminate reliance upon land disposal of solid waste; and
WHEREAS,yardwaste may not be disposed of in mixed municipal solid waste, in a
landfill, or in a resource recovery facility except for purposes of composting or co-composting;
and
WI�REAS,the Client, consistent with these policies,desired to ensure an alternative to
the landfilling of Yazdwaste and Brush pursuant to Dakota County's Solid Waste Master Plan;
and
WHEREAS,the Vendor offers to opera.te and ma.intain a site for the receiving, stora.ge,
transfer and processing of Accepta.ble Materials; and
WHEREAS,the Client agrees to promote the delivery of Accepta.ble Materials to the
Vendor, and the Vendor agrees to accept, store and compost or otherwise process Yardwaste,
Brush, and Christmas Trees delivered to the Facility and the Vendor further agrees to market or
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.�' �_.�rwise utilize or dispose of all�he compost and chips produced at the Facility; and
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WHEREAS, the Vendor is a corporadon duly organized under the laws of the State of
Minnesota and registered to do business in the State of Nlinnesota; and
Wf-IEREAS, Vendor has the authority to execute this Contract as a binding legal
obligation,fully enforceable in accordance with its terms and conditions.
NOW,TI-�REFORE, in consideration of the mutual promises and agreements contained
herein the parties agree as follows:
1. GENERAL PROVISIONS.
1.1 Pur�ose. The purpose of this Contract is to define the rights and obligations
of the parties with respect to the operation and maintenance of the yardwaste facility.
1.2 Recita:ls. The recitals set forth in the whereas clauses above are incorporated -
by reference as if fully set forth herein.
13 Cooperation. The Client and Vendor shall cooperate and use their reasonable
efforts to ensure the most expeditious implementation of the various provisions of this Gontract.
The parties agree to, in good faith,undertake resolution of any disputes in an equita.ble timely
manner.
1.4 Term. The term of this contract shall commence, January 1, 1996, and
terminate on December 31, 1998,unless both parties agree to an e�rtension of this contract, or
unless earlier tern�inated by law or according to the provisions herein.
2. DEFII�IITIONS. .
Unless the language or context cleazly indicates that a different meaning is intended,the '
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_ds,terms and phrases stated below,when capitalized, sha11 have the following meaning:
2.1 Accenta.ble Materials. Yazdwaste, Brush, Clean Soils, Pallets, Christmas
Trees and the bags in which they are delivered, or other approved Accepta.ble Materials. "Brush"
shall mean shrub and tree waste. "Christmas Trees" shall mean fresh-cut coniferous or evergreen
trees or boughs,used for Yuletide decorations but not such trees or boughs which contain wire or
other contamination. "Yardwaste" sha11 mean lawn cuttings, leaves, garden waste, weeds and
sod strippings. "Clean soils" shall mean soils that consist of sand, clay or topsail that are
uncontaminated to be used for making soil amendments and high grade topsoil by mixing with
compost. "Pallets" shall mean porta.ble wood platforms on which material as cargo or freight,
can be stored or moved which are free of paints, oils, acids or other contaminants.
2.2 Commercial Entitv. Any person, or public or private entity, delivering
Acceptable Materials to the Facility, other than an Individual delivering Acceptable Materials
from his/her own residence.
2.3 Facili . The following site used for the receiving, storage,transfer or
processing of Accepta.ble Materials.
Lakeville Com�ost Site. The Client's yardwaste compost site located at 17750 Pilot
Knob Road in Lakeville,Minnesata..
2.4 Finished Products. Compost,topsoil,wood chips and mulch in marketa.ble
condition.
2.5 Individual. Any person who delivers Accepta.ble Materials to the Facility from
his/her own residence.
2.6 Processing. Changing Acceptable Materials, as delivered to the Facility, into
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il products,through the natural process of composting, or the mechanical process of
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chipping, grinding or mixing and the preparation needed for these processes to occur.
2.7. Receivin�Time. That time during which Acceptable Materials are received
at a Facility.
2.8 as n. January 1 through December 3 L
2.9 Ti Fee. A fee chazge to Commercial Entities and Individuals for delivery
of Accepta.ble Materials to the Facility.
2.10 Unacceptable Materials. All materials except Yardwaste, Brush, Christrnas
Trees, Clean Soils, Pallets, the bags in which acceptable materials are delivered, and other
approved Acceptable Materials.
2.11 User. Commercial Entities or Individuals delivering Acceptable Materials to the
Facility.
3. VENDOR'S RIGHTS AND OBLIGATIONS.
3.1 Ca aci . The Vendor shall operate and maintain, in each season(January 1,
1996 through December 31, 1998)the Facility at a capacity sufficient to handle Acceptable
Materials generated by the Client's communities. Unprocessed pallets on site at any given tixne
sha11 not exceed 1000 cubic yazds.
3.2 Receivin�. The Vendor shall aecept Accepta.ble Materials generated in the
Client's communities from Individuals and Commercial Entities,based upon policies which the
Vendor sha11 set for the Facility. Such policies sha11 be submitted to the Client by February 1st
of each year and ten(10)days prior to the effective date of any changes thereto. Such policies
shall include:
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* Types of mdterial that may be accepted at the Facility;
* Condition of Accepta.ble Materials when delivered;
* Bagged vs. Debagged materials;
* Parties who may deliver Accepta.ble Materials;
* Fees chazged to dispose of Accepta.ble Materials;
* Prices charged for Finished Products; and
* Acceptance of Christmas Trees.
, 3.3 Waste From Other Areas. Vendor may receive Acceptable Materials generated
outside of Client's communities so long as sufficient capacity is retained for Acceptable
Materials generated by the Client.
3.4 Tip Fees. Vendor shall charge a Tipping Fee to Users sufficient to cover
costs of the Facility. Vendor sha11 submit a fee schedule to the Client by February l st of each
year and ten(10) days prior to the effective date of any changes thereta. Notwithstanding the
above,the Cities may deliver without cost to the Cities,the following quantities per year of
Acceptable Materials by making deliveries to the Facility in City vehicles:
Lakeville - 320 cubic yards
Rosemount - 200 cubic yazds
Farmington - 200 cubic yazds
Apple Va11ey - 320 cubic yards
And the cities may receive,in city vehicle,without costs to the cities,the following
quantities per year of finished compost:
Lakeville - 100 cubic yards
Rosemount - 60 cubic yards
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Fazmingtori - 60 cubic yards
Apple Valley - 100 cubic yards
3.5 Receivin,g;Time. Subject to applicable Client and municipal ordinances,the
Vendor shall keep the Facility open for the receiving of Acceptable Materials for a minimum of
1200 hours per Season. Vendor shall submit a schedule for the Facility to the Client by
February 1 st of each year and ten(10)days prior to the effective date of any changes thereto.
3.6 Vendor's Rejection of Deliveries. The Vendor may reject Accepta.ble Materials
delivered at hours other than the Receiving Time. A vehicle shall be denied entrance if the
Vendor has reasonable basis to believe it contains any amount of Unacceptable Material. Upon
request,the Vendor will provide the User and the Client with the documentation of the rejection
and the reasons thereof. The Vendor shall be responsible to obtain landfill capacity and to
properly dispose of Unacceptable Materials,which ha.ve been delivered and which the Vendor is
unable to have removed at the expense of the Individual or Commercial Entity delivering it. The
Vendor sha11 pay a11 costs for removing and properly disposing of Unacceptable Materials.
3.7 ProcessinQ. Vendor sha11 process a11 Accepta.ble Materials received at the
Facility. Acceptable Materials shall be composted, except for Brush and Pallets which may be
chipped or ground, and clean soils which may be mixed with finished compost to make top soil
or soil axnendments.
3.8 Finished Products. The Vendor sha11 develop a policy for distributing finished .
compost, soil amendments and woodchips. Vendor shall submit said policy and any changes
thereto to the Client.
3.9 Closure of Facility. The Vendor shall not accept any Materials after February
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15, 1998,at the Lakeville Compost Facility. During the period of February 16, 1998,through
December 31, 1998,Vendor sha11 have exclusive access to the Facility for the purpose of
processing on site materials, selling or otherwise distributing finished products and site clean up.
3.10 Clean-u�of the Facility. All chips, finished compost, unprocessed
Acceptable Materials and Unaccepta.ble Materials present at the Lakeville Compost Facility sha11
be removed and the portion that has a gravel surface sha11 be graded to ensure proper drainage
and any soil portion of the parcel disturbed by grading activities shall be seeded such that the re-
established vegetation is sufficient to control erosion by the Vendor on or before December 31,
1998.
3.11 Cost of Removal. If the Vendor does not remove Materials and Finished
Products as required under 3.10,the Client may remove them and charge the Vendor for its
removal.
3.12 Labor and Equipment. The Vendor shall provide a11 labor, equipment,
tools, supplies,and other materials necessary to operate the Facility. The Vendor shall maintain,
repair and replace a11 equipment as necessary to ensure continued compliance with a11
requirements of law and other obligations as set out in this Agreement.
3.13 Roads. The Vendor sha11 be responsible for maintaining all roads within the
boundaries of the site required for continued operation as contemplated by this Agreement. The
Vendor shall be responsible for connecting such roads to the access roads or drives at the
boundaries of the site.
3.14 Draina�e. The Vendor sha11 provide and maintain an adequa.te storm and
surface water drainage system during the period of operation.
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3.15 Vendor's Information Svstems. The Vendor shall establish and maintain an
information system to provide storage and ready retrieval of Facility da.ta. No later than twenty
(20)days after the close of each calendar quarter,the Vendor shall provide the Client with a
report for the previous quarter,presented in a form acceptable to the Client,including,but not
limited to ,the following data on Yazdwaste, Brush, Clean Soils,Pallets, and Christmas Trees
received by the Facility.
A. City/township of origin by weight or volume;
B. The total weight or volume;
C. Assessed Tipping Fees;
D. The weight or volume of residues and Unaccepta.ble Materials delivered to a
sanitary landfill for disposal;
E. The use of conversion factors, as described below, by materials;
F. Quantity of Yardwaste, Christrnas Trees, Clean Soils, Pallets and Brush not
generated in Dakota County;
G. Breakdown by weight or volume by individuals and commercial entities; and
H. Other information which the Client may reasonably require.
3.16 Product Distribution Re o�rt. The Vendor shall report quarterly the volumes and
the type of use intended by the end users.
3.17 Convertin,e Volume to Weight. The Vendor shall esta.blish a factor for
converting cubic yazds of Yardwaste and Brush received to tons of materials received. This
conversion factor sha11 be based upon test weights for each material received. -
3.18 Hazardous Waste. If any hazardous waste,as defined by any federal or state
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law or regulation, is received at the facility,the Vendor shall within 24 hours notify the
Minnesota.Pollution Control Agency(M.P.C.A.)and the Client Coordinator.
3.19 h ne. The Vendor shall maintain a phone service to answer questions
about its facility. An answering machine shall be used when no one is available to answer the
phone.
3.20 M.P.C.A. Rules. Vendor shall comply with the M.P.C.A. rules attached
hereto as "EXHIBIT 1," and any subsequent amendments to the Rules.
4. RIGHTS AND OBLIGATIQNS OF THE CLIENT.
4.1 Commitment to Promote the Deliverv of Acceptable Materials. The Client
shall promote the delivery of Accepta.ble Materials to the Facility. The Client will meet and
confer with the Vendor on publicity of the Yardwaste program. The Client,jointly with SKB
- Environmental, Inc. shall develop a program and materials for promoting the yardwaste
management program and Facility.
4.2 ermit. Notwithstanding Section 5.2 of this Contract,the Client shall
obta.in the Minnesota Pollution Control Agency Permit by Rule and other land use or conditional
use permits.
4.3 Site. The City of Apple Va11ey shall provide the site legally described on the
atta.ched "EX�IIBIT 2" for the Lakeville Yardwaste Compost Facility.
4.4 Tours. At any time during the term of this Agreement and upon
reasonable prior notice to the Vendor,the Client, its elected officials, employees, agents, .
representatives or guests, shall have the right to tour the Facility in order to observe and to perxnit
others to observe the various services wluch the Vendor performs. The Vendor my take
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reasonable precautions to protect�roprietary equipment and processing procedures. Such
scheduled tours shall be conducted in a manner so as to comply with the Vendor's safety
standards and shall not interfere with the Vendor's ability to perform its obligations under this
Agreement. Tours shall occur during regular operating hours,unless otherwise agreed to by both
parties.
4.5 In�s ection. The Client, its elected officials, employees,agents or
representa.tives, and employees of the M.P.C.A. and Dakota County,may inspect the operation of
the Facility at any time for the purpose of verifying compliance with the terms of this
Agreement. The Vendor shall cooperate fully with the inspection. The Client, its elected
o�cials, employees, agents or representatives shall have complete right and access to the
Facility so long as it does not interfere with the normal operations of the Facility.
4.6 Lakeville,Apple Valley,Rosemount and Farmington("the Cities")acknowledge
that they are individually and collectively "arranging for" and "generating" delivery of materials
to the site and that they are "owners or possessors" of the property from and after the date of this
Contract. The Cities further agree that should a determination be made by the M.P.C.A.,the
Environmental Protection Agency(E.P.A.),their successors or assigns, or any governmental
agency having jurisdiction over the site and the processes occurring thereon,that any one ofthe
Cities is liable with respect to the activities performed under this Contract,thax all of the Cities
sha11 share: the costs of defense,including reasonable attorneys'fees; all damages, claims,
awazds,penalties and the like; clean-up costs,remediation costs and administrative costs or other
similar costs in the proportions as follows: Apple Valley-35%; Lakeville-35%; Farmington-
15%and Rosemount- 15%.
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This Agreement and the associated allocation of costs hereunder do not release or waive
the Cities' rights against prior owners,possessors or operators,nor waive or release any other
persons, including Vendor, from any legal responsibility.
5. COMPLIANCE WITH LAWS/STANDARDS.
5.1 eneral. Vendor shall abide by all Federal, State or local laws, staxutes,
ordinances,rules and regulations now in effect or hereafter adopted pertaining to this Contract or
to the Facility,programs and staff for which Vendor is responsible. This includes, but is not
limited to all Standard Assurances,which are attached as Exhibit 3.
5.2 Licenses. Vendor shall procure, at its own expense,alllicenses,pernuts or
other rights required for the provision of services contemplated by this Contract including the
Dakota County Yardwaste Compost Facility License. The Vendor shall inform the Client of any
changes in the above within five (5) days of occurrence.
5.3 Violations. Any violation of Federal, state, or local laws, statutes, ordinances,
rules, or regulations, as well as loss of any applicable license or certification by Vendor shall
constitute a material breach of this Contract,whether or not intentional,and sha11 entitle the
Client to terminate this Contract upon delivery of written notice of termination to Vendor.
5.4 Minnesota Law to Govern. This Contract sha11 be governed by and construed in
accordance with the substantive and procedural laws of the Sta.te of Minnesota,without giving
effect to the principles of conflict of laws. All proceedings related to this Contract sha11 be
venued in the Sta.te of Minnesota..
6. INDEPENDENT CONTRACTOR STATUS.
Vendor is to be and shall remain an independent contractor with respect to any and a11
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work performed under this Contract. It is agreed that nothing herein contained is intended or
should be construed in any manner as creating or establishing the relationship of agents,partners,
joint ventures or associates between the parties hereto or as constituting Vendor as the employee
of the Client for any purpose or in any manner whatsoever. Vendor acknowledges and agrees
that Vendor is not entitled to receive any of the benefits received by Client employees and is not
eligible for workers' or unemployment compensation benefits under the Client. Vendor also
acknowledges and agrees that no withholding or deduction for state or federal income taxes,
FICA,FUTA,or otherwise, will be made from the payments due Vendor and that it is Vendor's
sole obligation to comply with the applicable provisions of a11 federal and state t�laws.
7. RENT.
Vendor shall pay the City of Apple Valley$900.00 per year rent for the Lakeville
compost site. The first rental payment sha11 be due within ten(10)days after the effective date of
this contract and shall be due annually thereafter on the anniversary date of the first payment.
8. INDEMTTIFICATION AND INSURANCE.
8.1 �ndemnification. The Vendor will indemnify, defend and save hazmless the
Client, its elected officials, employees,agents or representa.tives from any and all claims,
damages,lawsuits, losses, liabilities, costs and expenses arising out of any act, omission or
equipment failure on the part of the Vendor or its subcontractors, agents, servants or employees
in the performance of any of the work or services to be performed ar furnished by the Vendor
under the terms of this Agreement. Such indemnity sha11 include,but not be limited to,property
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damage,personal injury,bodily injury and death,punitive damages or any combination thereof.
The Client shall indemnify,defend and save harmless the Vendor, its employees, agents
or representatives from any and all claims, damages, lawsuits, losses, liabiliries, costs and
expenses arising out of any act or omission or commission of the Client, its elected officials,
employees, agents or representatives in connection with work or services to be performed by the
Client under the terms of this Agreement.
8.2 Insurance. In order to protect itself and to protect the Client under the
indemnity provision set forth above,the Vendor shall, at Vendor's expense,procure and maintain
policies of insurance during the term of this Agreement as set forth below. Such policies of
insurance sha11 apply to the extent of,but as a limitation upon or in satisfaction of,the indemnity
provisions herein. All retentions and deductibles under such policies of insurance shall be paid
by the Vendor. Each such palicy of insurance and insurance certificate sha11 not be canceled,
non-renewed or materially changed by the issuing insurance company,without at least thirty(30)
da.ys written notice of intent to cancel to the Client.
Concurrent with execution of this Agreement and as necessary to show continuous
coverage,the Vendor shall file acceptable certificates of insurance with the Client. All insurance
sha11 sta.te that the insurance broker through which this insurance was purchased has errors and
omissions insurance.
8.3 Covera�e. The policies of insurance to be obtained by the Vendor pursuant to
this Article sha11 be purchased from a licensed carrier, shall name Client as an additional insured,
and shall include the following:
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A. Com,prehen'sive General Liabilitv. including Contractual.
Occurrence-based single or combined limit comprehensive general
liability insurance with the minimum limits of Two Hundred
Thousand and No/100 Dollazs ($200,000)per person and Six
Hundred Thousand and No/100 Dollars($600,OQ0)per occurrence.
B. Automobile Liability. Automobile liability insurance if any vehicles aze
used in connection with this Agreement which sha11 include the following
minimum coverages:
(1) Bodily Injury and Property Damage: Two Hundred Fifty Thousand
and No/100 Dollazs ($250,000)per person and Five Hundred
Thousand and No/100 Dollars ($500,000)per occurrence.
(2) Hired, owned and non-owned vehicles.
C. Umbrella Liabilitv. Umbrella Liability insurance in the minimum
amount of$2,000,000. It is the responsibility of Contractor to maintain a11
underlying insurance in accordance with the terms of the Umbrella
Liability policy.
D. Worker's Compensation. The statutory minimum.
8.4 Failure to Provide Proof of Insurance. This Agreement will not be executed
until proof of insurance consistent with the insurance requirements herein has been submitted to
the Client.
8.5 Excessive Premiums. If the premium for any liability insurance more than triples
from one year to the next during the term of this Agreement, the Vendor may terminate this
Agreement effective upon cancellation of insurance coverage and ten(10)da.ys notice. In the
event Vendor gives notice to terminate under this paragraph,Vendor and Client agree to meet
and confer on payment of Insurance premiums and continuation of this Agreement.
9. PERFORMANCE BOND.
The Vendor shall furnish to the Client a bond in the amount of Twenty-Five Thousand
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and No/100 Dollars ($25,000.00): If the Vendor fails to perform the obligations required by this
Agreement, and the client is required to spend monies or labor or materials to remedy such
nonperforrnance,the Vendor and sureties on the bond will indemnify and save the Client
hamiless from a111osses, costs, and charges that may be incurred by the Client because of any
failure by the Vendor to comply with the terms of this Agreement. The Client may approve and
irrevocable letter of credit in lieu of a performance bond. Although the Vendor is required to
have a bond or letter of credit in place for the entire term,bonds or letters of credit for sharter
terms will be accepted provided they aze replaced or renewed by the Vendor before they lapse.
10. SUBCONTRACTING.
Parties shall not enter into any subcontract for the performance of this Contract nor assign
any interest in this Contract without prior written consent of all parties and subject to such
conditions and provisions as aze deemed necessary. This limitation shall not apply to
subcontracts so long as SKB Environmental, Inc. retains managerial control of the Facility. All
parties sha11 be notified of subcontracts as soon as reasonably possible regardless of their dollar
value or nature.
Any agreement between Vendor and any subcontractor sha11 obligate the subcontractor to
comply with the general terms of this Contract.
The subcontracting or assia 1ng party shall be responsible for the performance of its
subcontractors or assignees and their compliance with the Contract terms.
11. DEFAULT.
11.1 Force Majeure. No party shall be held responsible or subject to damages for
delay or failure to perform when such delay or failure is due to any uncontrollable circumstance
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unless the act or occurrence could have been foreseen and reasonable action could have been
taken to prevent the delay or failure, including but not limited to:
A. Riots, insurrections, waz or civil disorder affecting performance of work,
blockades, sabatoge, and acts of God(including tomadoes, lightning, earthquakes,
fires, explosions and floods,but not including typical seasonal weather conditions
for this geographic area).
B. The adoption of or change in any federal, state or local laws,rules,regulations,
ordinances,pernuts, or licenses or changes in the interpreta.tion of such laws,
rules,regulations, ordinances,permits, or licenses by a court or public agency
asserting jurisdiction after the date of the execution of the Contract, except a
change in federal, state or local tax law.
C. The suspension,termination, interruption, denial or failure of renewal of any
pernut, license, consent, authorization or approval essential to the operation,
management or maintenance of the Facility.
D. Orders and/or judgments of any federal, sta.te or local court, administrative agency
or governmental entity.
The Client and the Vendor agree to attempt to resolve quickly all matters related to
uncontrollable circumstances and use all reasonable efforts to mitigate its effects.
If a matter arising under this paragraph is unable to be resolved wit.hin sixty{60)days the
non-defaulting party may term.inate this Contract upon ten(10)days written notice.
11.2 Inability to Perform. Vendor shall make every reasonable effort to maintain
staff, facilities, and equipment to provide the services to the Client as required by this Contract.
Vendor shall immediately notify the Client in writing whenever it is unable to, or reasonably
believes it is going to be unable to,provide the agreed upon quality and quantity or services.
Upon such notification,the Client shall determine whether such inability requires a modification
or cancellation of this Contract.
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11.3 Default b,y Vendor: Unless cured or excused by the occurrence of Force
Majeure or Client default, each of the following sha11 constitute default on the part of the
Vendor:
• The written admission by the Vendor that it is bankrupt; or the filing of an
involuntary petition under the Federal Bankruptcy Act against the Vendor
unless dismissed within ninety(90)days. The Notice of Default and cure
provisions of this Contract do not apply to this pazagraph.
• The making of any arrangement with or for the benefit of Vendor's
creditors involving an assignment to a trustee,receiver or similar
fiduciary. The Notice of Default and cure provisions of this Contract do
not apply to this pazagraph.
• Making material misrepresenta.tions either in the attached exhibits and
documents or in any other material provision or condition relied upon in
the making of this Contract.
• A court or administrative body having competent jurisdiction finds that the
Vendorpersistently disregazds laws,ordinances,rules,regulations or
orders of any public authority.
• Failure to perform any other material provision of this contract.
11.4 Default by the Client. Unless cured or excused by the occurrence of Force
Majeure or default of the Vendor,each of the following sha11 constitute a default on the part of
the Client:
• Making known material misrepresentations either in the attached exhibits
and documents or in any other provisions or conditions relied upon in
making this Contract.
• Failure to provide the site indicated in paragraph 4.3 or the equivalent.
• Failure to perform any other material provision of this Contract.
11,5 Written Notice of Default. Unless a different procedure and/or effective date is
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provided in the article or paragrap'h of this Contract under which the default,failure or breach
occurs,no event sha11 constitute a default giving rise to the right to terminate unless and until
written Notice of Default is given to the defaulting party, specifying the particulaz event, series
of events or failure constituting the default and cure period.
11.6 Cure Period. If the party in default fails to cure the specified circumstances as
described by the Notice of Default within twenty(20)days or such other time as may be
specified under the terms of this Contract,then this Contract may be terminated.
12. TERMINATION.
12.1 Duties of Vendor upon Termination. Upon termination, except as otherwise
requested,Vendor shall discontinue performance of this Contract. Within one (1) yeaz of
termination, Vendor shall remove all chips, Finished Products,unprocessed Acceptable
Materials, Unacceptable Materials and the portion that has a gravel surface sha11 be graded to
ensure proper drainage and any soil portion of the pazcel disturbed by grading activities sha11 be
seeded such that the re-esta.blished vegetation is sufficient to control erosion.
12.2 Duties of Client upon Termination. Upon termination, and except as otherwise
provided, the Client sha11 not be liable for any services provided after termination, except as
' authorized by the Client in writing.
12.3 Effect of Termination. Termination of this Contract shall not discharge any
liability,responsibility or right of any party which arises from the performance of or failure to
adequa:tely perform the terms of this Contract prior to the effective date of termination. Nor shall
termination dischazge any obligation which by its nature would survive after the date of
termination, including,by way of illustration only and not limitation, Standard Assurances
18
attached hereto. '
13. ('ONTR.ACT RIGHT FMEDIES.
13.1 Rights Cumulative. All remedies available to either party under the terms of
this Contract or by law are cumulative and may be exercised concurrently or sepazately, and the
exercise of any one remedy sha11 not be deemed an election of such remedy to the exclusion of
other remedies.
13.2 Waiver. The waiver of any default by either party, or the failure to give
notice of any default, shall not constitute a waiver of any subsequen�default or be deemed to be a
failure to give such notice with respect to any subsequent default. Waiver of breach of any
provision of this Contract shall not be construed to be modification for the terms of this Contract
unless stated to be such in writing and signed by authorized representatives of the Client and
Vendor.
14. DAMAGES.
14.1 Dutv to Miti,�. Both parties sha11 use their best efforts to mitigate any
damages which might be suffered by reason of any event giving rise to a remedy hereunder.
14.2 Cost of Defense. In the event the Vendor fails to opera.te the facility in
compliance with all applicable local, sta.te and federallaws,permits,rules and regulations,the
Vendor shall reimburse the Client for any civil or criminal penalties or costs of defense incurred
due to such violations.
15. REPRESENTATIVE.
15.1 Authorized Renresenta.tive. The following named persons are designated the
19
Authorized Representative of parties for purposes of this Contract. These persons have authority
to bind the party they represent and to consent to modifications and subcontracts,except that,as
to the Client,the Authorized Representative shall have only the authority specifically or
generally granted by the Client. Notification required to be provided pursuant to this Contract
sha11 be provided to the following named persons and addresses unless otherwise stated in this
Contract, or in modification of this Contract.
TO VENDOR:
Richard O'Gara
SKB ENVIRONMENTAL, INC.
251 Starkey Street '
St. Paul,MN 55107
(612) 224-6329
TO CLIENT:
CITY OF APPLE VALLEY CITY OF LAKEVILLE
14200 Cedar Avenue 20195 Holyoke Avenue West
Apple Valley,MN 55124 Lakeville,MN 55044
Attn: City Administrator Attn: City Administratar
(612) 953-2578 (612) 985-4400
CITY OF FARMINGTON CITY OF ROSEMOUNT
321 Oak Street 2875 - 145th Street West
Farmington,MN 55024 Rosemount,MN 55068
Attn: City Administrator Attn: City Administrator
(612) 463-7111 (612) 423-44ll
15.2 Coordinator. To assist the parties in the day-to-day performance of this Contract
and to develop service, ensure compliance and provide ongoing consulta.tion, a coordinator shall
be designa.ted by Vendor and the Client. The parties sha11 keep each other continually informed,
in writing,of any change in the designated coordina.tor. At the time of execution of this
20
Contract,the following persons aTe designated coordinators:
Vendor Coordinator: Doc St. Clair
Phone Number: (612) 224-6329
Client Coordinator: John Hennen
Phone Number: (612) 985-4430
16. CONFLICT OF INTERE T.
Vendor agrees that it will not contract for or accept employment for the performance of
any work or services with any individual, business,partnership, corporation, government,
governmental unit, or any other organization that would create a conflict of interest in the
performance of its obligations under this Contract. '
17. MODIFICATIONS.
Any alterations, variations,modifications, or waivers of the provisions of this Contract
shall only be valid when they have been reduced to writing, signed by Authorized
Representa.tives of the Client and Vendor.
18. SEVERABILITY
18.1 The provisions of this Contract sha11 be deemed severable. If any part of this
Contract is rendered void, invalid, or unenforceable,such rendering shall not affeet the validity
and enforceability of the rema.inder of this Contract unless the part or parts which aze void,
invalid or otherwise unenforceable shall substantially impair the value of the entire Contract with
respect to either party.
18.2 T'he parties further agree to substitute for the invalid portion a valid provision that
most closely approximates the economie effect and intent of the invalid provision.
21
19. MERGER. �
19.1 inal Ag�,eement. This Contract is the final expression of the agreement of the
parties and the complete and exclusive statement of the terms agreed upon, and sha11 supersede
all prior negotiations,understandings or agreements. There are no representa.tions,warranties, or
stipulations, either oral or written,not herein contained.
19.2 Exhibits.
Exhibit 1 - "M.P.C.A. Rules";
Exhibit 2 - "Legal description of Yardwaste Compost Facility Site";
Exhibit 3 - "Standard Assurances;" and
are attached and incorporated herein by reference. .
IN WITNESS WHEREOF,the parties have executed this Contract on the date indicated
below:
CITY OF APPLE VALLEY CITY OF FA,RMINGTON
By: BY� -
WILLIS E. BR.ANNING, Mayor EUGENE "BABE" KUCHERA,Mayor
By: BY�
MARY MtJELLER, Clerk KAREN FINSTUEN,Acting Adxninistr'ator
CITY OF LAKEVILLE CITY OF ROSEMOUNT
By: BY� .
� bUANE R. ZAiJN, Mayor EDWARD B. McMENOMY,Mayor
22
By: . By.
CHARLENE FRIEDGES, Clerk SUSAN M. WALSH, Clerk
SKB ENVIRONMENTAL,ING
By:
Its
By:
Its
STATE OF MINN]ESOTA)
) ss..
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day of , 1995,
by WILLIS E. BRANNING and MARY ML7ELLER,respectively the Mayor and Clerk of the
CITY OF APPLE VALLEY, a Minnesota.municipal corporation,on behalf of said corporation
and pursuant to the authority granted by its City Council.
NOTARY PUBLIC
STATE OF MINNESOTA)
) ss..
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day of
1995,by EUGENE "BABE" KUCHERA and KAREN FINSTtJEN the Mayor and Acting �
Administrator of T'HE CITY OF FARMINGTON, a Minnesota municipal corporation, on behalf
of said corporation, on behalf of said corporation and pursuant to the authority granted by its City
CounciL
NOTARY PUBLIC
23
STATE OF I�ZINNESOTA) �
) ss..
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day of ,
1995,by DUANE R. ZAUN and CHARLENE FRIEDGES respectively the Mayor and Clerk of
TI�CITY OF LAKEVILLE,a Minnesota municipal corporation,on behalf of said corporation,
on behalf of said corporation and pursuant to the authority granted by its City CounciL
NOTARY PUBLIC
STATE OF MINNESOTA)
) ss.. -
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day of ,
1995,by EDWARD B. MCMENOMY and SUSAN M. WALSH respectively the Mayor and
Clerk of THE CITY OF ROSEMOUNT, a Minnesota municipal corporation,on behalf of said
corporation, on behalf of said corporation and pursuant to the authority granted by its City
Council.
NOTARY PUBLIC
STATE OF MINNESOTA)
} ss..
COUNTY OF DAKOTA ) -
The foregoing instrument was acknowledged before me this day of ,
1995,by and respectively the
and of SKB ENVIRONMENTAL,INC. a Minnesota
corporation,on behalf of said corporation. '
NOTARY PUBLIC
24
��ESOT� POLLIJTION CONTROL AGEYCY RULES
7035.3�i5 COMPOST F�C'II��'s.
Subparc I. Sca�e. 'I�ie requircmcau of subparts 4 to 9 appfy to the owner5 aad
operators of fac�Iines used to campost solid waste, oce,�pt as provided m part
7035.2525, subpart 2 Thc rn+vncr or ap�rator of a yaz�d wastc comgost fa�ity musz
�mp�'th sabparts 2 and 3 onIp. Bac3�yard compost fac�Iines aze ezempt from
P
Subp. 2 Notificario� Tlze owner or o�crator of a yard waste campost fa
�i:s: �e�:.=y the corr�;«oner by lerter bc�orc be7nT�ing opera�on of the faes�i�
T:� �c�carion mtist mc�ude tlse fae�ity location, the aame of ti�e wntact pe:son,
t�e phone numoer oi the caatact pe:san, the address oi the c�ntact person, the
faczZiry desi� capae'ty, tbe type of waste re�ive� aad the inunded dis�-ioution
of thc fir�is.�c�produc �
Ssbg.3 Ope�sioa re�cmenu for a yard waste com�o5t;ac�ty.
?�. Odors e�ir�.ed frQm the �ac.c�ty mt:sz noz ezc:�d tize �Zmiu spe�ncd
ia pa.-�s 7QOS.O�QO to 70�S.Z400.
B. Com�er.c3 ya:d waste oucrc3 for use mus: be grociuc:d by a proccss
�at eacomnasses turamg of the yard wasze on a peric,�ic bas�s to acrdze the yard
wastc, maintam te��e:atzaes, and reduc:: gathogcns. 'I'ae com�ostcd tirard waste must
c�ntain no sbarp objeru greaLer than one inca m diameter.
C- BY-�rodnc�, inciuc�ing residuaLs and reLyciabIcs, must be storc3 m a
maaner that prcventz ve�or probicros and acsthctic dc�rada�on.. MatcriaLs that are
not compcxstr.�musz be s��.ore�and remwcd at least wcr.3�y.
D. Suria� watcr draina�e must be coatroIlui to prevent lcacbate runof
Suriacr.water drainage must bc diverted from the comgost and storage arcas.
E• T�e annual rc�ort rcquired under pa.*t 7dr5?585 must be submitsed w
thc co**�,T►;«;oncr aad mvs mciude thc type and qua.nutv, by wcigat or vo�urac, of pard
�v-as�e receive� at the con�ost facirity; the quantity, by wei�t ar whime, of com
produc-3; the quantity, by wci�t or wiumc, of campc;st rc:nc�3 from the fa '. ,
2nd a des�.iprion ai the c�d-product distriou�ion and di.��pcsai system. .
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rsee creeB, colo�, reliyion. se:, n�tion�t oripin. disabitity.
s:s:uc.
' ro 4unas received �sr+der :lsis Cantr�c: sA�lt be us�d �° P�°vide reli0ious or set:srian srsininC e
serricrt.
Tbe Coe+crsc:or shstC enept7 riCA �nY a00�i��bie ledersl or s:ste !�� �=4srdt^Q ^a^"dtscrisin�tian. �'
totlo�ie+q liss inctudes, Dut is not �ei�i Le tieiL.
�a.rs r1�icl+ �ur be �pplicsble: �bich roAiDi-
� �. Tne Eavst Enrot ov.ent O000rccx+i tv 1►c' et 197'2, as a�ended. G2 !l.S.C. 32000e eL ser,. P
discrimin�zion in eaptoy.erst Decause o! race. calo�, �sliIIion, ssratedMAerrie+` l�,oreferencr, and prohibi•
t. °
:ecv'i�e O��er 1:2L6, ss �mer+aed. vhich is incn�?�
,}.ist'iminj��Dn 5y tl.S. Go�ernaent c�n:rsc:ars �nd suDco�trac:ors Detwsr of cscn, cato�, retiyion, sez :
nacianat oriqin.
Tne Renabilsca:ion �c' of 19T3, ss swer+ded, 29 ti.S. C. 57D1 e. sez. and 45 C.F. R. bG.3 C.) snC (
i�olemen:inq Se_. 504 of :�e J�c: wni�t+ proni5its disarimina:ioio�ac�Ls= Ru+t�f�ed handiesFper� persa�t in :
secass :o ar par:icipatio++ in federsll7-{�+�ed serYicss or emp 7"�
t131.3?, ++•".`�
D. ;tie J�ae Discrimins'ion in =�ole�ent Acz of 1967, as �menaed, and Minn. S:a:.
9eneratly ?rolsihi: Ciscrieina:ion Decavse ot �9�- u.5.,,. ;2�6, rehic:� provides .SfaL •n emOtoyer nay '
The Lre,tat Pav Ac: of 1963, as �ees+Ce�� 524 -
cisc^iaina:e art tt+e �asis o� ses � paYinq emalo7ets of differen: sexes di�4eren:t7 for LAe samt vart.
Y.inn. S:a:. CZ. 363, as sarcnded, vt+ic:s generalf7 prahibits disa.•inin�tion Detsusr of raea. ea:_
, __f• reli5ion� na:ionat origin, sez, a�ari:al s:atus, s:s:us vi;h reqard ..o puCtit sssis:snct, disa�it
� ��•
or sge.
�tinn. S:a:. ��E�.59 visiCy �ronibi:s discrimination sSsins: anr ?erson by ressan o� rsts, eree=.
color. in any s:ate or �oli:ieal ss:hdivision con:rse: tor ma:erivio`,=So `�of L1�ese�:erJ=s 'asay D�' e=Lser
:�i s sec:i on i s s mi saemeanor snd an7 s=tond or su�setsuer+t
�orfei:ure of atl scas aue ursCer ::se Cant-=e:. rective�, aain:ainec
Z_ p�Ta pYfYA�T. For purposes of ;s+is Can=raeZ,alt da:a eattec:ed, cres:ed,
dissemina:ed thall be sdoinisLereC eoasis:en^Y t� �° na��nofe�ervor herea4ser sGopLed ssAyeit„asnFece
:1aOttr t3 snd :t►e M�ru+esals Rutes imDiemeni� 4 vi�� :�ess statuLes •rsd rutes. Atl su5con;r-
isvs on ea:a privaeq. Sre C�^='��-or vill s:rie:t7 e�mPt7
shatl con:ain L>e ssue or siailsr dats proe:ices c�matiae�ee reqs�iremersts. � ers, ' �e=���
' R�CJftDS DtS^L'SZIY£/R�TEYT2Q�I.
Cants'aC:or's boeuts, reeare's, ooet:menLs, 7 D
�roeeeu�es snd �rse:iess, ae�C o:set eYidenees releYsnt to Lhis Canttac: are suojec:
:o t�e exam�rsa:
Lhe Cours=7 at+d ���t�er :lse Leqistative or S:sLe Audi.or, pursuar
a;s�lsca;ion,, ::artsc'ipcion s�� sudi: � :re CamaLrolter :enerst e.
xirsr.. S:s:. �16's.C6, su:�C. L. Scself evideneas srt atso subjee: :o rerie�,re used for se� yor'r ts�e'
'�nited S:a:es, or 'a cwlY su::+o�i.ed represrntstive. if f rd=ral funds
� ��n;rae:. ��+e Contrae:ar a9rees :o aaintain SL7G3 evider+crs for r period of tAres (3) 7��rs trom :�e
services or paYmersL vere las: praviaed or msde oc longer if snr +u�i: ir pr�gress reC�i.-es s �_.
rCen:ion perioC_ onsible for lhe hesl:r
� ;�OQ=�2 REA��R SxF=;, �ya TYAIYIYG. ConLrac:or shall be solelr res;. -'�._sc:or szat:
salr:7 0` i:s emalo7e=s in aonnec:ion vi:� :t+e �ort perjora�eC under :his Can:rsc:.
ar.•angemen:s :o ensure :ze real:h and sa:of7s°atl`e*+sure'atlapersan++! of C�ncrst�ryand�suDta�:'ae:�r
==nnee:ion vi:n :�is Cae+:rae:. Contrae. r- ria:e :o :�e
prooert7 :rsined and suoerviseC anC. vl�en apptica5le, autY liernsed es ter:i{ied •RD -P
engayed in vnCer ;�is Can:rac:. C�nLrac:or st+at6 eomair vi;t� ct+e 'Oe=uascionai Safe:r ar+d xesl:z •e:
- �, xinn. S;a:. S:L'2-65 et. se�_, vnert aDDli uOle.
:ie '°moloree Righ: :o rno� a.:
EXHI3IT 3