Res 2019-15 Organics RecyclingRESOLUTION NO. 2019- 15
RESOLUTION TO APPROVE CONTRACT FOR
ORGANICS RECYCLING SERVICES:
ALLIED WASTE SERVICES OF NORTH AMERICA LLC
WHEREAS, Minn. Stat. § 115A.551 sets the goal to recycle 75 percent by weight of total solid
waste generated by December 31, 2030; and
WHEREAS, Fridley City Code Chapter 113 specifies that the City of Fridley will provide for the
collection of all recyclables form all residential properties, single unit through 12 -unit multiple
dwellings; and
WHEREAS, the City of Fridley issued a Request for Proposal for the provision of such services;
and
WHEREAS, Allied Waste Services of North America LLC operating in the State of Minnesota as
Republic Services of Blaine, submitted the recommended proposal and is willing to perform the
obligations set forth by this Contract;
NOW, THEREFORE, BE IT RESOLVED, that the Mayor and City Manager are authorized to
execute the Contract for Recycling Services included as Exhibit A.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS
8TH DAY OF APRIL 2019.
SCOTT J. LUND - MAYOR
ATTEST:
DEBRA A. SKOGEN - CITY CLERK
Organics Curbside Collection Contract
THIS CONTRACT, made by and between the CITY OF FRIDLEY, MINNESOTA, a Minnesota
municipal corporation (hereinafter called the "Lily"), and ALLIED WASTE SERVICES OF
NORTH AMERICA, LLC, a Delaware limited liability company, qualified to do and actually doing
business in the State of Minnesota as Republic Services of the Twin Cities - Blaine (hereinafter called
"Contractor").
WITNESSED, THAT in consideration of the covenants and agreements contained in this Contract, to
be performed by the parties and of the payments agreed to be made, the parties agree as follows:
1. The Contractor shall receive the sole and exclusive Class VI license within the territorial
jurisdiction of the City permitting the Contractor to be the sole and exclusive provider of the
services under this Contract; provided that the Contractor applies for, obtains and maintains
such license. Contractor shall furnish all personnel, labor, equipment, trucks, and all other items
necessary to collect the Organic Materials (as defined in Exhibit A) during the term of this
Contract for the Residential Units (as defined in Exhibit A).
2. The Contract Documents shall include the following documents, and this Contract expressly
incorporates same as fully as if set forth verbatim in this Contract:
a. Exhibit A - General Specifications
b. Exhibit B - Insurance Requirements
c. Exhibit C - Contractor's Proposal/Pricing
d. Any addenda or changes to the foregoing documents agreed to in writing by the parties
hereto.
3. All provisions of the Contract Documents shall be strictly complied with and conformed to by
the Contractor, and no amendment to this Contract shall be made except upon written consent
of the parties. No amendment shall be construed to release either parry from any obligation of
the Contract Documents except as specifically provided for in such amendment.
4. The term of this Contract shall be from May 1, 2019 (the "Effective Date") until April 30,
2026.
[signature page to follow]
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IN WITNESS HEREOF, the parties hereto have caused this Contract to be duly executed and delivered
as of the day and year first written above.
CITY OF FRIDLEY, MINNESOTA
Mayor
City Manager
ON: , 2019
ALLIED WASTE SERVICES OF NORTH AMERICA,
LLC, doing business as Republic Services of the Twin
Cities - Blaine
NAME:
TITLE:
ON: , 2019
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EXHIBIT A
GENERAL SPECIFICATIONS
1. DEFINITIONS
1.1 Bulky Waste —Stoves, refrigerators (with all CFC removed), water tanks, washing machines,
furniture and other similar items.
1.2 Ci — City of Fridley, a Minnesota municipal corporation.
1.3 Compostable Bag — Compostable bags must meet all the specifications in ASTM Standard
Specification for Compostable Plastics (D6400) compostable bags. Acceptable bags include
either paper (Kraft) or special organics bags designed to breakdown during composting.
1.4 Construction Debris — Waste building materials resulting from construction, remodeling,
repair or demolition operations at a Residential Unit.
1.5 Dead Animals - Animals or portions thereof that have expired from any cause, except those
slaughtered or killed for human use.
1.6 Education Tag — An information tag notifying residents about unacceptable materials set out
for collection. The tag shall also contain information regarding disposal requirements.
1.7 Excluded Waste — Excluded Waste is any and all waste or materials not generated from a
Residential Unit and all Bulky Waste, Recyclables, Construction Debris, Dead Animals,
Mixed Municipal Solid Waste, Hazardous Waste, Special Waste and Yard Waste. Excluded
Waste includes the following: diapers, diaper wipes, excess grease and cooking fats, twist
ties, paper clips or staples, plastic containers, liners or non-compostable bags, bottles, cans or
plastic containers, Styrofoam containers, single -cup coffee maker plastic cups, aluminum foil
or tin foil, take-out food containers that are foil -lined cartons, containers or packaging,
personal hygiene products, microwavable popcorn bags and other waste or materials the
Contractor designates as not -acceptable to collect from the Residential Units and/or process
at the Processing Facility.
1.8 Hazardous Waste — Hazardous Waste is a form of Excluded Waste and is defined as any
radioactive, volatile, corrosive, highly flammable, explosive, biomedical, infectious,
biohazardous, toxic or listed or characteristic Hazardous Waste as defined by federal, state,
provincial or local law or any otherwise regulated waste. Hazardous Waste shall include, but
not be limited to, any amount of waste listed or characterized as hazardous by the United
States Environmental Protection Agency or any state agency pursuant to the Resource
Conservation and Recovery Act of 1976, as amended, and including future amendments
thereto, and any other applicable federal, state or local laws or regulations.
1.9 Mixed Municipal Solid Waste — Garbage, refuse, and other solid waste, except Construction
Debris, from residential, commercial, industrial, and community activities that the generator
of the waste aggregates for collection, as defined in Minnesota State Statutes Chapter 115A.
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1.10 Organics —Organics are Source Separated Compostable Materials.
1.11 Organics Container — A receptacle with the capacities that is designed for the purpose of
curbside collection of Organics and is constructed of plastic, metal or fiberglass, having
handles of adequate strength for lifting, and having a tight -fitting lid. The mouth of a
container shall have a diameter greater than equal to that of the base.
1.12 Processing Facility — A processing facility designated by Contractor licensed, permitted or
approved by all governmental bodies and agencies having jurisdiction and requiring such
licenses, permits or approvals to receive for processing of the Organics.
1.13 Producer — An occupant of a Residential Unit who generates Organics and voluntarily
subscribes to Organics collection service contemplated by this Contract.
1.14 Recyclables — Materials that are separated from mixed municipal solid waste for the purpose
of reprocessing, including, but not limited to, metal, paper, glass, plastics, and textiles. This
does not include material used to create refuse -derived fuel or material that is destroyed by
incineration or Organics.
1.15 Residential Units — Attached and detached single-, double-, triple- and quadruple -dwelling
units and manufactured homes.
1.16 Source Separated Compostable Materials - Those materials defined in City Code Section
113.02.17 and generally referred to as "Organics". Organics means by way of example
organic waste and food waste, including the following: dairy products, food -soiled paper
products, certified compostable products, compostable bags, hair, nail clippings, eggs and
egg shells, peanut shells, coffee grounds, vegetables and fruits, tea leaves, tea bags and other
waste or materials the Contractor designates as acceptable to collect from the Residential
Units for processing at the Processing Facility. The term "Source Separate Compostable
Materials" does not include Excluded Waste.
1.17 Special Waste — Special Waste is a form of Excluded Waste and is defined as nonhazardous,
solid waste that is subject to additional governmental regulations or special handling
requirements in collection, transportation, processing or disposal as a result of the
characteristics of, or processes which generate, such waste. Special Waste includes, but is
not limited to:
(a) waste iron from a commercial or industrial activity;
(b) waste generated by an industrial process or a pollution control process;
(c) waste which may contain free liquids;
(d) waste which may contain residue and debris from the cleanup of a spill of petroleum,
chemical or commercial products or wastes, or contaminated residuals;
(e) articles from the cleanup of a facility which generates, stores, treats, recycles or
disposes of chemical substances, commercial products or wastes;
(f) wastes which are nonhazardous as a result of proper treatment pursuant to Subtitle C of
the Resource Conservation and Recovery Act of 1976 ("RCRA");
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(g) asbestos containing or asbestos bearing material that has been properly secured under
existing federal, state, provincial and local laws, rules and regulations;
(h) containers that once contained hazardous substances, chemicals, or insecticides so long
as such containers are "empty" as defined by RCRA;
(i) municipal or commercial solid waste that may have come into contact with any of the
foregoing;
0) filter cake sludge wastes from waste water treatment processes;
(k) wastes containing any regulated polychlorinated biphenyls; and,
(1) ash, sludge, tires and powders_
1.18 Yard Waste — Garden wastes, leaves, lawn cuttings, weeds, shrub and tree waste, and
prunings.
2 SCOPE OF WORK
2.1 General. The work under this Contract shall consist of all inscription, billing, the
supervision, materials, equipment, labor and all other items necessary to collect and process
the Organics from all Producers in accordance with the Contract Documents, including
Exhibit C.
2.2 Work Not Covered By Contract. The work under this Contract does not include the
collection or disposal of Excluded Waste.
2.3 Work Separately Contracted at Contractor's Election with Residential Units. Contractor may
provide the services under this Contract pursuant to individual agreements negotiated
between Contractor and the Producers under such terms and conditions as may be mutually
agreed upon by Contractor and the Producer; provided, such services shall be provided in
compliance with the terms and conditions of this Contract and such terms and conditions of
any such individual agreements shall not conflict with the terms of this Contract.
3 COLLECTION OPERATIONS — GENERAL PROVISIONS
3.1 Containers. Organics Containers shall be distinguished from other waste and recycling
containers. Containers shall be labeled with the Contractor's name and customer service
phone number. The Contractor shall provide containers to new customers that subscribe into
the program after the program has commenced within one week of inscription or as
otherwise agreed with such customer. Damaged and/or missing containers shall be replaced
within one week from notification by the Producer. Contractor shall not be required to
provide Compostable Bags for Producers use and Producers shall be required to utilize
Compostable Bags to receive the services under this Contract.
3.2 Location of Containers for Collection. Each Container shall be placed at curbside for
collection. Curbside refers to that portion of right-of-way adjacent to paved or traveled City
roadways. Containers shall be placed as close to the roadway as practicable without
interfering with or endangering the movement of vehicles or pedestrians. When construction
work is being performed in the right-of-way, Containers shall be placed as close as
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practicable to an access point for the collection vehicle. Contractor may decline to collect
any Container not so placed or any Organics not in a Container.
3.3 Hours of Operation. Collection of Organics shall not start before 6:30 A.M. or continue after
8:30 P.M. on the same day. Exceptions to collection hours may be modified only upon the
mutual agreement of the City and Contractor.
3.4 Routes of Collection. Residential Unit collection routes shall be established by the
Contractor. Collection shall only be permitted Monday through Friday. The Contractor may
from time to time make changes in routes or days of collection affecting Residential Units,
provided such changes in routes or days of collection are submitted to the City at least two
(2) weeks in advance of the commencement date for such changes.
3.5 Marketing. The City shall, at its cost, notify the Residential Units of the services provided
under this Contract no later than sixty (60) days prior to the commencement of such services
and at least on a quarterly basis through mediums such as mailings, the City's newsletter,
and social media thereafter. Such notification shall include the items that are acceptable and
not acceptable for collection and processing. The City shall provide the Contractor prior
review of such marketing materials and consider the Contractor's suggestions in connection
with such marketing and such marketing materials. The Contractor also retains the right to
market the services provided under this Contract to the Residential Units.
3.6 Holidays. The following shall be holidays for purposes of this Contract: New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Contractor may decide to observe any or all of the above-mentioned holidays by suspension
of collection service on the holiday, but such decision in no manner relieves Contractor of its
obligation to provide weekly collection service.
3.7 Complaints. All complaints shall be made directly to the Contractor and shall be given
prompt and courteous attention. In the case of alleged missed scheduled collections, the
Contractor shall investigate and, if such allegations are verified, shall arrange for the
collection of such Organics not collected within one (1) business day after the complaint is
received.
3.8 Collection Equipment. The Contractor shall provide an adequate number of vehicles
meeting standards and inspection requirements as set forth by the laws of the State for the
collection of Organics pursuant to this Contract, as well as City Code Chapter 113. For
Organics collection, all vehicles and other equipment shall be kept in good repair and
appearance at all times. Each vehicle shall have clearly visible on each side the identity and
telephone number and/or web address of the Contractor and an identifying truck number.
3.9 Hauling. All Organics hauled by the Contractor shall be contained or enclosed in the
collection vehicle so that leaking, spilling or blowing are minimized.
3.10 Delivery. All Organics collected for delivery by the Contractor shall be hauled to a
Processing Facility selected by the Contractor and approved by the City (which such
approval shall not be unreasonably withheld, delayed or conditioned). The charge for
delivery to the Processing Facility shall be included in the rates set forth in Exhibit C for the
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Residential Units serviced by the Contractor. Any revenue obtained by Contractor from the
sale of the Organics shall belong to Contractor.
3.11 Notification. The City shall notify all Producers about complaint procedures, rates,
regulations, routes, and day(s) for scheduled Organics collections. The entity instituting any
changes to such complaint procedures, rates, regulations, routes, and day(s) for scheduled
Organics collections shall notify all Producers of such change. Any substantial changes to
should be submitted to the City with two (2) weeks advance notice.
3.12 Litter or Spillage. The Contractor shall not litter premises in the process of making
collections, but Contractor shall not be required to collect any that has not been placed in
approved containers or in a manner herein provided. During hauling, all Organics shall be
contained or enclosed so that leaking, spillage or blowing is minimized. In the event of
spillage by the Contractor, the Contractor shall be required to promptly clean up the litter
caused by the spillage.
3.13 Hours of Service. The Contractor shall provide customer service and an office equipped
with phone, email access and a web site to receive calls and emails between the hours of 7:30
a.m. and 5:00 p.m. on weekdays, with the exception of New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving, and Christmas Day.
3.14 Producer Service/Complaint Log. The Contractor shall keep a customer service log of City
resident contacts and City staff contacts, including type of contact, subject matter, date and
the time received, the Contractor's response, and the date and time of response. The
Contractor shall provide the log to the City upon request.
3.15 Municipal Facilities Collection Requirements. The Contractor will provide adequate cart or
dumpster capacity and every week Organics Collection at designated municipal facilities at
no additional cost. The municipal facilities currently requiring collection are the Fridley
Civic Campus and Springbrook Nature Center. Other facilities may be added upon mutual
consent of both parties.
4 BASIS OF PRICES AND METHOD OF PAYMENT
4.1 Organics Collection and Processing Rates.
(a) A Minimum Monthly Rate, outlined in Exhibit C, will be paid to the Contractor by
City and/or Producers, as further addressed in Subsection 4.1(c).
(b) The prices to be paid by the Producer to the Contractor for the collection and
processing of Organics from the Producer's Residential Unit shall be as shown on
Exhibit C, as adjusted in accordance with this Contract. The Producer shall also pay
Contractor the other costs and charges as specified in this Contract.
(c) The prices to be paid by the City to the Contractor for the collection and processing of
Organics shall be the Minimum Monthly Rate minus the amount collected by
Contractor from Producers during the applicable month, as shown on Exhibit C. In the
event that the amount collected by Contractor from Producers during the applicable
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month exceeds the Minimum Monthly Rate, there shall be no payment to Contractor
by the City for that month.
(d) In the event that the Organics collected by Contractor hereunder becomes no longer
processable by a Processing Facility and must therefore be disposed of at a disposal
site, the Contractor may terminate this Contract and any contracts with the Producers
and cease providing the services contemplated under this Contract without any liability
or penalty. Neither parry guarantees the existence of a market or any commodity
buyer at any time for the Organics.
4.2 Change in Rate. Contractor shall have the unilateral right to adjust the price to be paid by the
Producer for the collection and processing of Organics to adjust for increases in costs to
Contractor (including due to changes in local, state, or federal rules, ordinances or regulations,
and changes in taxes, fees or other governmental charges (other than income or real property
taxes)) each year on April 30'h following the first year of this Contract. Contractor agrees to
give the City at least one hundred and twenty (120) days advance written notice if the
Contractor chooses to adjust the price to be paid by the Producer for the collection and
processing of Organics pursuant to this section and said price adjustments will become
effective on April 30, 2020; or April 30, 2021; or April 30, 2022; or April 30, 2023; or April
30, 2024; or April 30, 2025. Thereafter, this Contract shall automatically terminate on April
30, 2026, unless extended by mutual agreement of the parties.
4.3 Contractor to Act as Collector. The Contractor shall submit statements to and collect the
amount due from the Producers, including delinquent accounts, for services provided by the
Contractor pursuant to this Contract.
4.4 Contractor Billings to Producer. The Contractor shall bill the Producers for Organics
collection and processing services rendered to Residential Units within twenty (20) days
following the end of each ninety (90) day period or final bill of service and the Producer
shall pay the Contractor within twenty (20) days of receipt of an invoice. Such billing and
payment shall be based on the price rates and schedules set forth in the Contract Documents.
Payments not made by the Producer on or before their due date shall be subject to late fees
of: (a) the greater of five dollars ($5) or one and one-half percent (1.5%) per month or
portion thereof, or (b) the maximum allowed by law, if less than (a).
4.5 Delinquent Accounts. If payments by a Producer is thirty (30) days past due, Contractor may
discontinue service to the applicable Residential Unit(s) until such time as the Producer pays
the outstanding amount in full, including late fees.
4.6 Contractor Billings to City_. The Contractor shall bill the City on a tri -annual basis.Payment is
due from City within forty (40) days from the date of Contractor's invoice.
5 COMPLIANCE WITH LAWS
The Contractor shall conduct operations under this Contract in compliance with all applicable
laws, including local ordinances.
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6 NON-DISCRIMINATION
Contractor shall not discriminate against any person because of race, sex, age, creed, color,
religion or national origin.
7 RISK ALLOCATION AND INDEMNITY
7.1 Contractor shall be responsible for any and all claims for personal injuries or death, or the
loss of or damage to property to the extent caused by Contractor's negligence or acts of
willful misconduct or those of its subcontractors or agents.
7.2 City shall be responsible for any and all claims for personal injuries or death, or the loss of or
damage to property to the extent caused by the City's negligence or acts of willful
misconduct.
7.3 Indemnity.
7.3.1 Contractor. The Contractor agrees to indemnify, defend and hold the City, its agents,
contractors, subcontractors, boards, and Council, as well as their respective officials,
employees, attorneys, agents, volunteers and representatives harmless against and in
respect of any and all claims, demands, actions, suits, proceedings, losses, costs,
expenses, obligations, liabilities, damages, recoveries, and deficiencies, including
interest, penalties and reasonable attorneys' fees, ("Losses") that the party incurs or
suffers, to the extent they arise out of or result from Contractor's negligence in its
performance of the services under this Agreement. In no event shall the Contractor be
responsible to indemnify any party indemnified under this section for any Losses that
are incurred due to the negligence or intentional misconduct of any party indemnified
under this subsection. The parties further agree that this indemnity obligation shall
survive the completion or termination of this Agreement.
7.3.2 Com. The City agrees to indemnify, defend and hold the Contractor, its agents,
contractors, subcontractors, boards, and affiliates, as well as their respective officials,
employees, attorneys, agents, volunteers, and representatives harmless against and in
respect of any and all Losses to the extent they arise out of or result from the City's
negligence. In no event shall the City be responsible to indemnify any party
indemnified under this section for any Losses that are incurred due to the negligence
or intentional misconduct of any parry indemnified under this subsection. The parties
further agree that this indemnity obligation shall survive the completion or
termination of this Agreement.
7.4 Governmental Immunity. Nothing contained in this Agreement shall be deemed a waiver by
the City of any governmental immunity defenses, statutory or otherwise. Further, any and all
claims brought against the City shall be subject to the maximum liability limits provided in
Minnesota Statutes Section 466.04.
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7.5 Disposal Fines and Penalties. Contractor shall indemnify, defend and hold the City harmless
from any fines and penalties imposed by any governmental agency relating to Contractor's
hauling or disposal of Organics, and shall do so pursuant to Section 7.3.
7.6 No Claims. Contractor agrees to pay all persons doing work or furnishing skill, tools,
machinery, or materials or insurance premiums or equipment or supplies and all just claims
brought by such persons for such work, material, equipment, insurance, and supplies to the
extent such payments and claims arise out of Contractor's performance of this Agreement.
Contractor shall indemnify, defend and hold the City harmless from such claims pursuant to
Certinn 71
8 LICENSES AND TAXES
The Contractor shall obtain all licenses and permits (in addition to the license and permit granted
by this Contract) and promptly pay all taxes required by the City and by the State.
9 FORCE MAJEURE
Any failure or delay in performance under this Contract due to contingencies beyond a parry's
reasonable control, including, but not limited to, strikes, riots, terrorist acts, compliance with
applicable laws or governmental orders, fires, bad weather and acts of God, shall not constitute a
breach of this Contract, but shall entitle the affected parry to be relieved of performance at the
current pricing levels under this Contract during the term of such event and for a reasonable time
thereafter.
10 ASSIGNMENT OF CONTRACT
Neither parry may assign this Contract in its entirety without the other parry's prior written
consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing,
Contractor may assign this Contract without the City's consent to its parent companies or any of
their affilaited entities, to any person or entity who purchases all or substanially all operations
from Contractor or as a collateral assignment to any lender to Contractor. The Contractor shall
provide thirty (30) days notice and identifying information to the City prior to assignation of this
Contract to any other person.
11 EXCLUSIVE CONTRACT
Upon the execution of this Contract by both parties, the Contractor is entitled to receive the sole
and exclusive Class VI license within the territorial jurisdiction of the City permitting the
Contractor to be the sole and exclusive provider of the services under this Contract; provided that
the Contractor maintains such license.
12 TITLE TO WASTE AND ORGANICS
Title to Organics shall pass to the Contractor when placed in Contractor's collection vehicle.
If Excluded Waste is discovered before it is collected by Contractor, Contractor may refuse to
collect the Container and shall leave the Producer an educational tag that explains why the waste
is an Excluded Waste. Title to, and liability for Excluded Waste, shall remain with the Producer.
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13 REPORTING
Contractor shall submit monthly reports either by mail or electronically to the City, by the 10h of
the month of the following month, and more frequently as requested. The monthly report shall
provide an explanation of any changes in procedures to address complaints, describe any
significant changes in end markets and alert the City to any pending conditions that may affect
the Organics collection programs. All reports shall be submitted electronically and include:
(a) Participation numbers, including number of new inscriptions, for curbside Organics
collection per route and date.
(b) Educational tag reports and driver reports
(c) Weight slips for Organics collected from the Residential Units.
14 LICENSING
Upon the parties' execution of this Contract, the Contractor shall be required to apply for, obtain
and maintain during the term or any renewal term of this Contract a Class VI license from the
City. Contractor's failure to obtain or maintain a Class VI license during the term or any renewal
term of this Contract shall be grounds for termination of this Contract by the City.
15 TERMINATION OF CONTRACT
15.1 Termination by City. In the event of a failure by Contractor to perform any material provision
of this Contract, the City shall give written notice of such breach to the Contractor along with at
least thirty (30) days (the "cure period") to correct such breach. City may terminate this
Contract after such cure period if Contractor has not adequately corrected such breach in
accordance with this Contract and City so notifies Contractor in writing of such termination
action.
15.2 Termination by Contractor. In the event of a failure by City to perform any material provision
of this Contract, the Contractor shall give written notice of such breach to the City along with at
least thirty (30) days (the "cure period") to correct such breach. Contractor may terminate this
Contract after such cure period if City has not adequately corrected such breach in accordance
with this Contract and Contractor so notifies City in writing of such termination action.
15.3 Survival. Following any such termination or expiration of this Contract, neither party shall
have any further obligation under this Contract other than for claims arising prior to such
termination date or expiration date and provisions that expressly survive the termination or
expiration of this Agreement such as the indemnification obligations set for the in Section 7.3.
15.4 Container Removal. Following termination or non -renewal of this Contract by the City or
Contractor, the Contractor shall remove all Containers for Organics placed pursuant to this
Contract within two (2) weeks at no additional cost.
15.5 City Unilateral Right to Terminate Yearly. The City shall have the unilateral right to terminate
this Contract each year on April 30'h following the first year of this Contract. The City agrees
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to give the Contractor at least sixty (60) days advance written notice if the City chooses to
terminate this Contract on April 30, 2020; or April 30, 2021; or April 30, 2022; or April 30,
2023; or April 30, 2024; or April 30, 2025. Thereafter, this Contract shall automatically
terminate on April 30, 2026, unless extended by mutual agreement of the parties.
16 GENERAL SPECIFICATION PARAGRAPH 16 IS INTENTIONALLY LEFT BLANK
17 CONTRACTOR'S PROPERTY
All containers, trucks and any other equipment that Contractor furnishes under this Contract shall
remain Contractor's property. City and its residents shall use the equipment only for its proper and
intended purpose and shall not overload (by weight or volume), or alter the equipment.
18 NEWLY DEVELOPED AREAS
The Contractor will, within thirty (30) days of notification to the City, provide Organic Material
collection and disposal services of the same frequency and quality required by this Contract to
newly developed areas within the City's current territorial limits. Any areas that may be annexed
by the City which contain Residential Units which the City would like Contractor to service, shall
be subject to negotiation of a mutually acceptable amendment to this Contract and possible
adjustment to Contractor's pricing for such new areas.
19 MISCELLANEOUS TERMS
19.1 Affiliates. Contractor may provide any of the services covered by this Contract through any
of its affiliates or subcontractors, provided that Contractor shall remain responsible for the
performance of all such services and obligations in accordance with this Contract. In the
event, Contractor provides services through its affiliates, the Contractor must notify the City
thirty (30) days in advance and provide affiliates' name, contact information, and proof of
fulfillment of all statutatory and local licensing requirements.
19.2 Confidentiality. Contractor shall have no confidentiality obligation with respect to any
Organics collected pursuant to this Contract.
19.3 No Guaranties or Liquidated Damages. Except as may be specifically provided herein,
Contractor provides no guarantees or warranties with respect to the work performed. No
liquidated damages or penalties may be assessed against Contractor by City. Except as may
be specifically provided herein, Contractor provides no guarantees or warranties with respect
to the work performed. No liquidated damages or penalties may be assessed against City by
Contractor.
19.4 Intellectual Property. No intellectual property (IP) rights in any of Contractor's IP are
granted to City under this Contract.
19.5 Binding Effect. This Contract shall be binding upon and inure solely to the benefit of the
parties and their permitted assigns.
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19.6 Severability. If any provision of this Contract shall be invalid, illegal or unenforceable, it
shall be modified so as to be valid, legal and enforceable but so as most nearly to retain the
intent of the parties. If such modification is not possible, such provision shall be severed
from this Contract. In either case, the validity, legality and enforceability of the remaining
provisions of this Contract shall not in any way be affected thereby
19.7 Notice. Except as otherwise herein provided, all notices required to be served by either parry
shall be in writing and sent by postage prepaid, certified mail, as follows:
If to the City of Fridley:
City of Fridley
Attn: Environmental Planner
6431 University Ave. NE
Fridley, Minnesota 55432-4384
If to Contractor:
Allied Waste Services of North America, LLC
8661 Rendova Street NE
Blaine, MN 55014
Attn: Division Manager
Allied Waste Services of North America, LLC
9813 Flying Cloud Drive
Eden Prairie, MN 55347
Attn: Municipal Manager
Or to such other address as the parry addressed shall have previously designated by notice given in
accordance with this Section. All notices shall be effective on the date sent.
19.8 No Waiver. The failure or delay on the part of either parry to exercise any right, power,
privilege or remedy under this Contract shall not constitute a waiver thereof. No
modification or waiver by either parry of any provision shall be deemed to have been made
unless made in writing. Any waiver by a parry for one or more similar events shall not be
construed to apply to any other events whether similar or not.
19.9 Governing Law. This Contract shall be interpreted and governed by the internal laws of
Minnesota.
19.10 Entire Agreement. This Contract sets forth the entire agreement of the parties and
supersedes all prior agreements, whether written or oral, that exist between the parties
regarding the subject matter of this Contract.
19.11Compliance with Minnesota Government Data Practices Act. Contractor agrees that
Contractor and its agents, employees, and subcontractors, shall comply with the Minnesota
Government Data Practices Act, Minnesota Statutes Chapter 13.
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1912No Third -Party Beneficiaries. This Contract is between Contractor and the City, and there
are no third -party beneficiaries of this Contract. Without limiting the generality of the
foregoing sentence, no third -parties may sue to enforce this Contract's provisions or use its
provisions as a defense to liability on their part.
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EXHIBIT B
INSURANCE REQUIREMENTS
During the term of this Contract, Contractor shall maintain in force, at its expense, insurance coverage
with minimum limits as follows:
Workers' Compensation
Coverage A Statutory
Coverage B - Employers Liability $1,000,000 each Bodily Injury by Accident
$1,000,000 policy limit Bodily Injury by Disease
$1,000,000 each occurrence Bodily Injury by Disease
Automobile Liability
Bodily Injury/Property Damage
Combined — Single Limit
Pollution Liability Endorsement
Commercial General Liability
Bodily Injury/Property Damage
Combined — Single Limit
$3,000,000
Coverage is to apply to all owned, non -owned, hired
and leased vehicles (including trailers).
MCS -90 endorsement for pollution liability coverage
$3,000,000 each occurrence
$5,000,000 general aggregate
All such insurance policies will be primary without the right of contribution from any other insurance
coverage maintained by City. All policies required herein shall be written by insurance carriers with a
rating of A.M. Bests of at least "A-" and a financial size category of at least VII. Contractor shall
furnish City with a certificate of insurance, evidencing that such coverages are in effect. Such
certificate: (i) will also provide for 30 days prior written notice of cancellation to the City (excluding
workers' compensation); (ii) shall name City as an additional insured under the Automobile,General
Liability, and any umbrella or excess policies (if applicable); and, (iii) shall contain waivers of
subrogation in favor of City (excluding Worker's Compensation policy) except with respect to the sole
negligence or willful misconduct of City. In addition, the following requirements apply:
• The Commercial General Liability policy must include Contractual Liability coverage
specifically covering Contractor's Indemnification of City herein.
• Coverage must be provided for Products/Completed Operations.
• Contractor shall obtain insurance policies from insurance companies having an "AM BEST"
rating of A- (minus); Financial Size Category (FSC) VII or better, and authorized to do
business in the State of Minnesota.
• An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor's
policy limits on a follow -form basis to satisfy the full policy limits required by the contract.
• City reserves the right to immediately terminate the contract if the Contractor is not in
compliance with the insurance requirements and retains all rights to pursue any legal remedies
against the Contractor.
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• Contractor is required to submit a Certificate of Insurance (ACORD form) as evidence of the
required insurance coverage requirements.
• City's failure to approve or disapprove Contractor's policies or certificates shall not relieve
Contractor of full responsibility to maintain the required insurance.
• If the coverage period shown on Contractor's current certificate(s) of insurance ends during the
duration of the project, Contractor must, prior to the end of the coverage period, obtain a new
certificate of insurance showing that coverage has been extended.
• No representation is made that the minimum insurance requirements are sufficient to cover the
obligations of Contractor under the contract.
• City reserves the right to modify the insurance requirements due to changes in statutory law,
court decisions or circumstances surrounding either.
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EXHIBIT C
CONTRACTOR'S PRICING
A. For the services contemplated under this Contract, the Minimum Monthly Rate and Monthly
Producer Rate are as follows:
May 1st
Year
Minimum Monthly Rate
Number of
Subscribers:
Monthly Producer Rate
2019
$4,000.00
TBD
$10.00
2020
$4,120.00
TBD
$10.30
2021
$4,243.60
TBD
$10.61
2022
$4,392.13
TBD
$10.98
2023
$4,545.85
TBD
$11.36
2024
$4,704.95
TBD
$11.75
2025
$4,869.62
TBD
$12.16
B. The amount billed to the City shall be as follows:
Amount Billed to the City = Minimum Monthly Rate — (Number of Subscribers multiplied by
Monthly Subscriber Rate).
C. The number of subscribers shall be determined by Contractor, and based on the number of
active subscribers during the beginning of the tri -annual billing cycle.
D. Contractor's invoices to the City, including Contractor's calculation of the number of active
subscribers, shall be deemed correct, and not subject to challenge by either parry, if questions
about their accuracy are not submitted in writing to Contractor by City within six (6) months of
their respective due dates. Contractor and City shall work together in good faith to address any
such questions and/or related disputes as promptly as possible under the circumstances. City
shall pay the undisputed portion of an invoice by its due date.
E. The Contractor shall not be required to collect Organics that are mixed with Excluded Waste.
F. The Producer shall be solely responsible for the cleanliness and sanitization of the Container in
connection with the services provided pursuant to this Contract.
G. Containers damaged by the Contractor shall be replaced at no cost to the Producer. Containers
lost or damaged by the Producer shall be replaced for $10.
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