HomeMy WebLinkAbout2013-04-03 PACKET 04.H.REQUEST OF CITY COUNCIL ACTION COUNCIL AGENDA
MEETING ITEM # �
DATE 4/3/2013 � �
PREPARED BY Administration Ryan Schroeder
ORIGINATING DEPARTMENT DEPARTMENT HEAD
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COUNCIL ACTION REQUEST:
Consider approving the contract with Rumpca Companies, Inc. for operation and maintenance
of the yardwaste facility from 1/31/2013 through 1/30/2015.
STAFF RECOMMENDATION:
Approve the contract.
SUPPORTING DOCUMENTS
� MEMO/LETTER: Memo from Ryan Schroeder.
❑ RESOLUTION:
❑ ORDINANCE:
❑ ENGINEERING RECOMMENDATION:
❑ LEGAL RECOMMENDATION:
� OTHER: Contract.
ADMINISTRATORS COMMENTS:
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- ity Administrator Date
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COUNCIL ACTION TAKEN: ❑ APPROVED ❑ DENIED ❑ OTHER
V:\nbelscamper\Templates\City CouncilWction Form.doc
Cottage
J Grove
� Pride and P�osPerity Meet
To: Mayor and City Council
From: Ryan R. Schroeder, City Administrator
Date: March 27, 2013
Subject: Approval of 2013 Compost Contract
Enclosed, please find the contract with Rumpca Companies, Inc. for operation and
maintenance of the yard waste facility. This facility is located just south of 95 Street on
Glendenning Road, one block east of Jamaica Avenue.
The primary terms of the contract have not changed from past years. Of note is that this
compost facility is located on property owned by the WAG Farms Trust. For many years we
essentially squatted on this land under a handshake agreement. In 2010 and 2011 the
property tax levied against this property increased significantly and as a result, in 2011 the
WAG Trust requested reimbursement from the City for the property tax payment (the lease
otherwise is $1). We negotiated a cost share with the operator of the facility and so for 2011
we each contributed $1,000 for one quarter of the year (after we were put on notice of the tax
issue). In 2012 each party contributed $3,500. For 2013 the WAG Trust has agreed to
maintain the payment at $3,500 for each party ($7,000 total).
The WAG Trust is essentially attempting to maintain their holding costs for this facility at a net
zero dollar until such time as the property is developed. At such time as development is
imminent the City will need to determine if it can locate an alternative site for the facility or in
the alternative the service could be discontinued.
There are not a myriad of viable options for Council to consider at this time other than entering
the contract as presented. As noted, entering this contract allows for continuance of the
service as has been provided to the public for a number of years. If the Council does not
approve of the contract it would appear that the service would be discontinued or at least
minimally the City would not be involved in the operation (the operator could contract directly
with the property owner). Given long term goals of the EDA and the City Council for this
property it would seem prudent for the City to continue in interest in this contract.
Recommendation:
Authorize the contract as presented
Council Action:
By motion authorize the contract between the City of Cottage Grove and Rumpca Companies,
Inc. for operation and maintenance of yard waste facility
CONTRACT BETWEEN THE CITY OF COTTAGE GROVE AND
RUMPCA COMPANIES, INC. FOR
OPERATION AND MAINTENANCE OF YARDWASTE FACILITY
This Contract is made and entered into between the City of Cottage Grove, a
Minnesota municipal corporation, hereinafter "City", and Rumpca Companies, Inc., 700
Pullman Avenue South, St. Paul Park, MN 55071, a Minnesota corporation, hereinafter
"Vendor".
WHEREAS, the State of Minnesota, through enactment of the Waste Management
Act of 1980, as amended, has declared as state policy the improvement of solid waste
management 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
WHEREAS, the City, consistent with these policies, desires to ensure an alternative
to the landfilling of Yardwaste and Brush pursuant to its Solid Waste Master Plan; and
WHEREAS, the Vendor offers to operate and maintain sites for the receiving,
storage, transfer and processing of acceptable Materials; and
WHEREAS, the City agrees to promote the delivery of Acceptable Materials to the
Vendor, and the Vendor agrees to accept, store, debag and compose or otherwise process
Yardwaste, Brush and Christmas Trees delivered to the facilities and the Vendor further
agrees to market or otherwise utilize or dispose of all the compost and chips produced at
the Facilities; and
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WHEREAS, Vendor is a corporation under the laws of the State of Minnesota and
registered to do business in the State of Minnesota; and
WHEREAS, Vendor has the authority to execute this Contract as a binding legal
obligation, fully enforceable in accordance with its terms and conditions.
NOW THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties agree as follows:
GENERAL PROVISIONS
1.1 Purpose. The purpose of this Contract is to define the rights and
obligation of the parties with respect to the operation and
maintenance of yardwaste facilities.
1.2 Cooperation. The City and Vendor shall cooperate and use their
reasonable efforts to ensure the most expeditious implementation of
the various provisions of this contract. The parties agree to, in good.
faith, undertake resolution of any disputes in an equitable and timely
manner.
1.3 Term. The term of this contract shall be from January 31, 2013, to and
including January 30, 2015, notwithstanding the date of execution by all
parties unless earlier terminated by law or according to the provisions
herein.
2. DEFINITIONS. Unless the language or context clearly indicates that a different
meaning is intended, the word, terms and phrases stated below, when
capitalized, shall have the following meaning:
2.1 Acceptable Materials. Yardwaste, Brush, Christmas Trees or the bags in
which it is delivered; however, all bags shall be disposed of daily in a
dumpster provided by Vendor.
2.2 Brush. Shrub and tree waste not exceeding six inches (6") in diameter.
2.3 Christmas Trees. Fresh-cut coniferous or evergreen trees or boughs,
used for Yuletide decorations but not such trees or boughs which contain
wire or other contamination.
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2.4 Commercial Entitv. Any person, or public or private entity, delivering
Acceptable Materials to a Facility, other than an Individual delivering
Acceptable Materials from his/her residence.
2.5 , Facilitv. The following site used for the receiving, storage, transfer or
processing of Acceptable Materials:
That portion of the SE �/ of NE °/4 of SW �/4 Section 21; Township 27,
Range 21 bounded by Jamaica Ave. on the West; 95 Street on the North
and Glendenning Road on the East.
2.6 Finished Products. Compost in marketable condition and wood chips.
2.6.1 Gate Yard. A non-compacted gross cubic yard of Yardwaste as measured
at the Facility entrance.
2.7 Hazardous Waste. Materials defined as Hazardous Waste by local, state
or federal law, specifically including, but not limited to petroleum products,
polychlorinated biphenyls, and asbestos containing materials.
2.8 Individual. Any person who delivers Acceptable Materials to a Facility
from his/her residence.
2.9 Processinq. Changing Acceptable� Materials, as delivered to the facilities,
into useful products, through the natural process of composting, or the
mechanical process of chipping and the preparation needed for these
processes to occur.
2.10 Receivinq Time. That time during which Acceptable Materials is received
at a Facility.
2.11 Season. April 1— November 30, weather permitting. Site open for
Christmas trees 1 and 2" weekends of January.
2.12 Tip Fee. A fee charged to Commercial Entities and Individuals for delivery
of Acceptable Materials to a Facility.
2.13 Unacceptable Materials. All materials except Yardwaste, Brush,
Christmas Trees, and the bags in which it is delivered.
2.14 User. Commercial Entities or Individuals delivering Acceptable Materials
to a Facility.
2.15 Yardwaste. Lawn cuttings, leaves, garden wastes, weeds, and sod
strippings.
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3. VENDOR'S RIGHTS AND OBLIGATIONS
3.1 Capacitv. The Vendor shall operate and maintain, from January 30, 2013
through January 30, 2015, a Facility or Facilities capable of handling
Yardwaste generated in Washington County.
3.2 Receivinq. The Vendor shall accept Acceptable Materials generated in
Washington County from Individuals and Commercial Entities, based upon
policies which the Vendor shall set for each Facility. Such policies shall be
submitted to the City thirty (30) days prior to the beginning of each Season
or ten (10) days prior to the efFective date of any changes thereto. Such
policies shall include:
• Condition of Acceptable Materials when delivered;
• Bagged vs. Debagged materials;
• Acceptance of Christmas Trees.
3.3 Out-of-Countv Waste. Vendor may receive Acceptable Materials
generated outside Washington County so long as sufficient capacity is
retained for Materials to be accepted under Sections 3.1 and 3.2.
3.4 Tip Fees. Tip fees may change only by mutual agreement by the Vendor
and the City. The City may each season deliver, without cost to the City,
up to 500 cubic yards of Acceptable Materials generated by the City and
delivered in City vehicles. Rumpca Companies, Inc. may also provide
bagged compost and mulches for customers' convenience at market
prices.
3.5 Receivinq Time. Subject to applicable County municipal ordinances, the
Vendor shall keep a Facility open for the receiving of Acceptable Materials
for a minimum of 1,600 hours per Season. Vendor shall set a schedule for
each Facility and inform the City of the schedule and any schedule
changes, thirty (30) days prior to the Season and ten (10) days prior to
any changes.
3.6 Vendor's Reiection of Deliveries. The Vendor may reject Acceptable �
Materials delivered at hours other than the Receiving Time. The Vendor
will provide the User and the City with documentation of the rejection and
reasons therefore. The Vendor shall be responsible to properly
dispose of Unacceptable Materials which have been delivered and which
the Vendor is unable to remove at the expense of the Individual or
commercial Entity delivering it. The Vendor shall pay all costs for removing
and properly disposing of Unacceptable Materials up to $10,000.
Thereafter, cost of disposal may be treated as a pass-through cost to the
City at the discretion of the Vendor.
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3.7 Processinq. Vendor shall process all Acceptable Materials received at the
Facilities or transfer the materials to another facility at the discretion of the
Vendor. Acceptable Materials shall be composted, except for Brush, which
may be chipped.
3.8 Operations. The Vendor or his designee may grind brush during normal
business hours in areas on site set up for this operation away from the
general public.
3.9 Finished Products. The Vendor shall develop a policy for distributing
finished compost and woodchips. Vendor shall submit said policy and any
changes thereto to the City.
3.10 Closure of Facilitv. The Vendor shall not accept any Materials after
January 30, 2013 at the Facility, unless the City's lease for the Facility is
renewed for an additional term, and unless the City notifies the Vendor in
writing of such renewal and a new date for closure. During the period of
January 31, 2013 through January 30, 2015, Vendor shall have access to
the Facility for the purposes of processing materials accepted, selling or
otherwise distributing finished products and site clean-up.
3.11 Clean up of Facilitv. Unless the City's lease for the Facility is renewed for
an additional term and unless the City notifies the Vendor in writing by
November 30, 2014 of such renewal and a new date for clean-up, Vendor
shall remove all finished compost, unprocessed Acceptable Materials and
Unacceptable Materials at the Facility before January 30, 2015. The
Vendor shall in no way be responsible for environmental testing or
remediation unrelated to the composting activities on site.
3.12 Cost of Removal If the Vendor does not remove Materials and finished
products as required under 3.10, the City may remove them and charge
the Vendor for its removal.
3.13 Loss of Lease. Notwithstanding the foregoing, in the event that the City
loses the lease for the Facility, the City shall provide the Vendor with thirty
(30) days notice of said loss. Upon receipt of the notice from the City, the
Vendor shall make its best efforts to reduce the volume of Acceptable
Material at the Facility. If a new location for the facility is located, it shall be
the City's responsibility and cost to provide the trucks and labor to
transport Acceptable Materials a reasonable distance within the City, to a
new location. The Vendor shall provide the necessary equipment and
labor required to load the Acceptable Materials into City trucks.
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In the event that the new site for the Facility cannot be located within a
reasonable distance, upon termination for the City's lease for the Facility,
any Acceptable Materials and finished product at the Facility shall
become the property of the City, and the Vendor shall have no further right
or claims to the Acceptable Materials and finished product.
3.14 Labor and Equipment. The vendor shall provide all labor, equipment,
tools, supplies, and other materials necessary to operate the Facility. The
vendor shall maintain, repair and replace all equipment as necessary, to
ensure continued compliance with all requirements of law and other
obligations as set out in this Agreement.
3.15 Roads. The Vendor shall 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.
3.16 Drainaqe. The Vendor shall provide and maintain an adequate storm and
surface water drainage system during the period of operation.
3.17 Vendor's Information Svstems. The Vendor shall establish and maintain
an informational system to provide storage and ready retrieval of Facility
data. The Vendor shall provide tfie City with the annual reports, presented
in a form acceptable to the City, including, but not limited to, the following
data on Yardwaste, Brush and Christmas Trees received by the Facility:
A. Designated by origin the number of Gate Yards received in the
following categories:
1. Cottage Grove
2. Washington County other than Cottage Grove; and
3. Non- Washington County.
B. The total Gate Yards
C. Assessed Tipping Yards
D. The weight or volume of residues and Unacceptable Material
E. The use of conversion factors, as described below, by materials;
F. Other information which the City may reasonably require.
3.18 Product Distribution Report. The Vendor shall report annual volumes.
3.19 Convertinq Volume to Weiqht. The Vendor shall establish a factor for
converting Gate Yards of Yardwaste and Brush received to tons of
material received. This conversion factor shall be based upon test weights
for each material received.
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4. RIGHTS AND OBLIGATIONS OF THE CITY.
4.1 Commitment to Promote the Deliverv of Acceptable Materials. The
City will use reasonable efforts to promote the delivery of Acceptable
Materials to the Facilities. City will meet and confer with the Vendor on
publicity of the yardwaste program. The City, jointly with Rumpca
Companies, Inc., shall develop a program and materials for promoting the
yardwaste management program and Facilities.
4.2 Permit. Notwithstanding Section 6.2 of this Contract, except for the
Minnesota Pollution Control Agency Permit, the City shall obtain all other
permits required by Rule and other land use or conditional use permits.
4.3 Site.
A. The City has leased and shall provide the following site for the Facility:
That portion of the SE �/ of the NE �/ of SW �/ Section 21; Township
27, Range 21 bounded by Jamaica Avenue on the West; 95 Street
on the North; and Glendenning Road on the East.
B. Vendor may procure any other site Vendor deems necessary to meet
requirements of this Agreement.
4.4 Tours. Any time during the term of this Agreement and upon reasonable
prior notice to the Vendor, the City, its elected officials, employees,
agents, representatives or guests shall have the right to tour the Facilities
in order to observe, and to permit others to observe, the various services
which the Vendor performs. The Vendor may take reasonable precautions
to protect proprietary 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 Inspection. The City, its elected officials, employees, agents or
representatives may inspect the operation of the Facilities at any time for
the purposes of verifying compliance with the terms of this Agreement.
TheVendor shall cooperate fully with the inspection. The City, its elected
officials, employees, agents or representatives shall have complete right
and access to the Facilities so long as it does not interfere with the
normal operations of the Facilities.
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4.6 Miscellaneous.
A. The City shall provide the Vendor with access to the City water for use
in conjunction with the operation of the facility. The Vendor shall
provide an anti-siphon device on the equipment, which is used to
obtain and transport water, and said anti-siphon device shall be
approved by the City Utilities foreman prior to use.
B. The vendor shall be required to apply for a permit for exemption from
the spring road restrictions.
5. PAYMENT.
5.1 Rumpca Companies, Inc. will supply, if available, at least 1,000 cubic
yards of finished compost available annually for pick-up to Cottage Grove
Residents free of charge during regular business hours. Additionally,
Rumpca Companies, Inc. will supply, if available, 1,000 cubic yards
annually to the City, their employees or agents, for City use. .
5.2 Rumpca Companies, Inc. will provide payment, in the amount of $3,500,
prior to April 1, 2013, to the City in consideration for access to the site
for 2013. The City will process this payment to the site fee owner.
Payments for 2014 and 2015 will similarly be made by Rumpca in a
similar timeframe and in an amount provided by the City prior to
establishing operations for each of those years.
6. COMPLIANCE WITH LAWS/STANDARDS.
6.1 General. Vendor shall abide by all Federal, State and local laws, statutes,
ordinances, rules and regulations now in effect or hereafter adopted
pertaining to this Contract or to the Facilities, programs and staff for which
Vendor is responsible.
6.2 Licenses. Vendor shall procure, at its own expense, all licenses, permits
or other rights required for the provision of services contemplated by this
Contract. Vendor shall inform the City of any changes in the above within
five (5) days of occurrence.
6.3 Violations. Any violation of Federal, State or local laws, statutes,
ordinances, rules, or regulations, as well as loss of any applicable license
of certification by Vendor shall constitute a material breach of this
Contract, whether or not intentional, and shall entitle the City to terminate
this Contract upon delivery of written notice to Vendor. Notwithstanding
any other provision of this Contract, such termination shall be effective as
of the date of such violation, failure or loss, subject, however, to Vendor
performing clean up in accordance with Section 3.10.
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6.4 Minnesota Law to Govern. This contract shall be governed by and
construed in accordance with the substantive and procedural laws of the
State of Minnesota, without giving effect to the principles of conflict of
laws. All proceedings related to this Contract shall be venued in the State
of Minnesota.
6.5
7. INDEPENDENT CONTRACTOR STATUS Vendor is to be and shall remain
an independent contractor with respect to any and all 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 Vendors as the employee of the City for any purpose or in any
manner whatsoever. Vendor acknowledges and agrees that Vendor is not
en#itled to receive any of the benefits received by City employees and is not
eligible for workers' or unemployment compensation benefits under the City.
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 is the Vendor's sole obligation to comply
with the applicable provision of all Federal and State laws.
8. INDEMNIFICATION AND INSURANCE.
8.1 Indemnification. The Vendor will indemnify, defend and safe harmless
the City, its elected officials, employees, agents or representatives 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 siabcontractors, agents, servants or employees in the
perFormance of any of the work or services to be performed or furnished
by the Vendor under the terms of this Agreement. Such indemnity shall
include, but is not limited to, property damage, personal injury, bodily
injury and death, punitive damages or any combination thereof.
The City shall indemnify, defend and save harmless the Vendor, its
employees, agents or representatives from any and all claims, damages,
lawsuits, losses, liabilities, cost and expenses arising out of any act or
omission of the City, its elected officials, employees, agents or
representatives in connection with work or services to be perFormed by the
City under the terms of this agreement.
The Vendor and City understand and agree that the subsurFace and
superFicial soil conditions of the Facility are unknown and that the City has
not required that any clay or other liner be constructed, and the Vendor
will not construct any. The City shall indemnify the Vendor, its employees,
subcontractors, agents or representatives from any and all costs for
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remediation of environmental impairment to the site resulting from pre-
existing conditions or from the operation of the Facility by the City prior to,
except that the City shall not indemnify the Vendor for any such costs
which are a result, in whole or in part, of the Vendor's or its employees,
subcontractors, agents, or representatives, willful or negligent acts or
omission.
8.2 Insurance. In order to protect itself and to protect the City 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 shall apply
to the extent of, but not 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 policy of
insurance and insurance certificates shall not be canceled, non-renewed
or materially changed by the issuing insurance company without at least
thirty (30) days written notice of intent to cancel to the City.
Concurrent with execution of this Agreement and as necessary to show
continuous coverage, the Vendor shall file acceptable certificates of
insurance with the City which shall be incorporated into this Agreement as
Exhibit 4. All insurance shall state that the insurance broker through which
this insurance was purchased has errors and omissions insurance.
8.3 Coveraqe. The policies of insurance to be obtained by the Vendor
pursuant to this Article shall be purchased from a licensed carrier, shall
name the City of Cottage Grove as an additional insured, and shall include
the following:
A. Commercial General Liabilitv including Contractual. Occurrence-
based single or combined limit comprehensive general liability
insurance with the minimum limits of Three Hundred Thousand and
No/100 Dollars ($300,000) per person and One Million and No/100
Dollars ($1,000,000) per occurrence.
B. Automobile Liabilitv. Automobile liability insurance if any vehicles
are used in connection with this Agreement which shall include the
following minimum charges:
Bodily Injury and Property damage: Two Hundred Fifty-
Thousand and No/100 Dollars ($250,000) per person and Five
Hundred Thousand and No/100 Dollars ($500,000) per
occurrence.
2. Hired, owned and non-owned vehicles.
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C. Umbrella Liabilitv: Umbrella Liability insurance in the minimum
amount of $1,000,000. It is the responsibility of Contractor to maintain
all underlying insurance in accordance with the terms of the Umbrella
Liability policy.
D. Workers 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 City.
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) days notice. In the event Vendor gives
notice to terminate under this paragraph, Vendor and City agree to meet
and confer on payment of insurance premiums and continuation of
Agreement.
9. PERFORMANCE BOND. The Vendor shall furnish to the City a Bond or
Letter of Credit, in a form acceptable to the City, in the amount of Fifteen
Thousand and No/100 Dollars ($15,000), naming the City as sole oblige,
the condition of which shall be that if the Vendor fails to perForm any of the
obligations required by this Agreement, and the City is required to
spend monies or labor or materials to remedy such nonperFormance, the
Vendor and the sureties in the bond will indemnify and save the City
harmless from all losses, costs and charges that may be incurred by the
City because of any failures by the Vendor to comply with the terms of this
agreement. The Bond or Letter of Credit must contain a provision that
prohibits the surety or issuer from terminating the Bond or Letter of credit
without first giving 30 days' written notice to the City of the proposed
termination. Failure of the Vendor to post a substitute Bond or Letter of
Credit within 15 days after notice by the City shall constitute a default that
shall be grounds for drawing on the Letter of Credit or making a claim on
the Bond.
10. SUBCONTRACTING. Parties shall not enter into any subcontract for the
performance of this Contract nor assign any interest in the Contract
without prior written consent of all parties and subject to such conditions
and provisions as are deemed necessary. All parties shall be notified of
subcontracts as soon as reasonably possible regardless of their dollar
value of nature.
Any agreement between the Vendor and any subcontractor shall obligate
the subcontractor to comply with the general terms of this Contract.
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The subcontracting or assigning party shall be responsible for the
perFormance of its subcontractors or assignees and their compliance with
the Contract terms.
11. DEFAULT.
11.1 Force Maieure. 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 circumstances 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, war or civil disorder affecting performance of
work, blockades, sabotage, and acts of God (including tornadoes,
lightning, earthquakes, fires, explosions and floods but not
including typical season weather conditions for this geographic
area.)
B. The adoption of or change in any Federal, State or local laws,
rules, regulations, ordinances, permits, or licenses or changes in
the interpretation of such laws, rules, regulations, ordinances,
permits, or licenses by court or public agency asserting jurisdiction
after the date of the execution of the Contract, except a change in
Federal, State or local law.
C. The suspension, termination, interruption, denial or renewal of any
permit, license and consent, authorization or approval essential to
the operation, management and maintenance of the Facility.
D. Orders and/or judgments of any Federal, State or local court,
administrative agency or government entity.
The City and the Vendor agree to attempt to resolve quickly all
matters related to uncontrollable circumstances and use all
reasonable efforts to mitigate its effect.
If a matter arising under this paragraph is unable to be resolved within
sixty (60) days, the non-defaulting party may terminate this Contract
upon ten (10) days written notice.
11.2 Inabilitv to Perform. Vendor shall make every reasonable effort to
maintain staff, facilities, and equipment to deliver the services to be
purchased by the City. Vendor shall immediately notify the City in
writing whenever it is unable to, or reasonably believes it is going to
be unable to provide the agreed upon quality and quantity services.
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Upon such notification the City shall determine whether such inability
requires modification or cancellation of this Contract.
11.3 Default bv Vendor. Unless cured or excused by the occurrence of
Force Majeure or City default, each of the following shall constitute
default on the part of the Vendor:
- The written admission by the Vendor that it is bankrupt; or filing by the
Vendor of a voluntary petition under the Federal Bankruptcy Act; or
the filing of 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 paragraph.
- 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 paragraph.
- Making material misrepresentations either in the attached exhibits and
documents or in any other material provision or condition relief upon
the making of this Contract.
- A court or administrative body having competent jurisdiction finds that
the Vendor persistently disregards laws, ordinances, rules regulations
or orders of any public authority.
- Failure to perForm any other, material provision of this Contract.
11.4 Default bv the Citv. Unless cured or excused by the occurrence of Force
Majeure or default of the Vendor, each of the following shall constitute a
default on the part of the County, City:
Making known materials misrepresentations either in the attached
exhibits and documents or in any other provisions or conditions relief
upon in making this Contract.
Failure to provide the Facility indicated in paragraph 4.2A or
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 provided in the article or paragraph of this Contract under which
the default, failure or breach occurs, no event shall constitute a default
giving rise to the right to terminate unless and until written Notice of
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Default is given to the defaulting party, specifying the particular 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 times as may be specified under the terms of this
contract, then this Contract may be terminated by written notice as stated
in Article 12 below.
12. TERMINATION.
12.1 Written Notice of Termination. Notice of Termination shall be made by
certified mail or personal delivery. Notice is deemed effective upon
delivery to the party's Authorized Representative.
12.2 Duties of Vendors upon Termination. Upon delivery of a Notice of
Termination, and except as otherwise requested,� Vendor shall;
Discontinue performance of this Contract on the date and to the extent
specified in the Notice of Termination.
Cancel all orders and subcontracts to the extent that they relate to the
perFormance canceled by the Notice of Termination;
Remove from the Facility of all chips, Finished Products, unprocessed
Acceptable Materials and Unacceptable materials, except as provided in
paragraph 3.13.
Complete performance of such terms shall not have been canceled by the
Notice of Termination.
12.3 Duties of Citv upon Termination. Upon delivery of a Notice of
Termination, and except as otherwise provided, the City:
Shall not be liable for any services provided after Notice of Termination,
except as stated above or as authorized by the City in writing.
12.4 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 adequately perForm the terms of this Contract
prior to effective date of termination. Nor shall termination discharge any
obligation which by its nature would survive after the date of termination,
including by way of Illustration only and not limitation, Standard
Assurances attached hereto.
13. CONTRACT RIGHTS/REMEDIES.
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13.1 Riqhts Cumulative. All remedies available to either party under the terms
of this Contract or by law are cumulative and may be exercised
concurrently or separately, and the exercise of any one remedy shall not
be deemed an elective of such remedy to the exclusion of other remedies.
13.2 Waiver. The Waiver of any default by either party, of the failure to give
notice of any default, shall not constitute a waiver of any subsequent
default or be deemed to be a failure to given 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 states to be such in writing and signed by authorized
representatives of the City and Vendor.
14. DAMAGES.
14.1 Duty to Mitiqate. Both parties shall use their best efforts to mitigate any
damages which might be suffered by reason of any event giving rise to a
remedy hereunder.
15. REPRESENTATIVE.
15.1 Authorized Representative. The following named persons are
designated the Authorized Representatives 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
City, the Authorization Representatives shall have only the authority
specifically or generally granted by the City Council. Notification required
to be provided pursuant to this Contract shall be provided to the following
named persons and addresses unless otherwise stated in this Contract, or
in a modification of this Contract.
To Vendor:
Rumpca Companies, Inc.
700 Pullman Avenue South
St. Paul Park, MN 55071
Attn: Raymond Rumpca
(651) 459-1556
To City:
Les Burshten
Director of Public Works
CITY OF COTTAGE GROVE
8635 West Point Douglas Road
Cottage Grove, MN 55016
(651) 458-2808
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
consultation, coordinator shall be designated by Vendor and the City. The
Parties shall keep each other continually informed in writing of any change
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in the designated coordinator. At the time of execution of this Contract the
following persons are designated coordinator:
Vendor Coordinator:
Phone Number:
Raymond Rumpca
(651) 459-1556
City Coordinator:
Phone Number:
Les Burshten, Director of Public Works
(651) 458-2808
16. CONFLICT OF INTEREST. 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 unit, or any other organization
that would create a conflict of interest in the perFormance of its obligation
under this Contract.
17. MODIFICATIONS. Any alteration, variations, modifications, or waivers of the
provisions of this Contract shall only be valid when they have been reduced in
writing, signed by Authorized Representatives of the City and Vendor.
18. SEVERABILITY.
18.1 The provision of this Contract shall be deemed severable. If any part of
this Contract is rendered void, invalid, or unenforceable, such rendering
shall not afFect the validity and enforceability of the remainder of this
Contract unless the parts which are void, invalid or otherwise
unenforceable shall substantially impair the value of the entire Contract
with respect to either party.
18.2 The parties further agree to substitute for the invalid portion a valid
provision that most closely approximates the economic effect and intent of
the invalid provision.
19. MERGER.
19.1 Final Aqreement. This Contract is the final expression of the agreement
of the parties and the complete and exclusive statement of the terms
agreed upon, and shall supersede all prior negotiations, understandings or
agreements. There are no representatives, warranties, or stipulations,
either oral or written, not herein contained.
19.2 Prior Contracts. Prior Contracts between the Vendor and the City
concerning the Facilities are terminated upon and superseded by the
execution of this Contract.
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19.3 Exhibits. Exhibit 1 through and including 4 are attached and incorporated
herein by reference.
Exhibit 1 - Lease with City of Cottage Grove
Exhibit 2 - Standard Assurances
Exhibit 3 - Insurance Certificates
IN WITNESS WHEREOF, the parties have executed this Contract on the dates indicated
below:
CITY OF COTTAGE GROVE
Date:
Date: � � J'� /�
STATE OF MINNESOTA
,:
:
. . . � •.
1
� .�__�_ .�`.�/�_ ��� .r�>;�i.� _
�� ��
COUNTY OF � .� ` '
This instrument was acknowledged before me on this a�'day of �V� tl,�.� ,
2013, by Raymond Rumpca, President of Rumpca Companies, Inc., a Minnesota
corporation, who, being duly sworn, represents and warrants that he/she/they is/are
authorized by law and all necessary board action to execute this Contract on behalf of the
corporation/organization, intending this Contract to be a legal and binding obligation on the
corporation/organization.
""""��-� Car�I �.. Marano
�
'�'Q '`-� Notary Public
:�: . =
;�. Minn�sc�ta
"'�;�►��,�` My Commisslon Ezpires January 31, 2015
,�,�,,,
G\WORKSContracts/YardwasteFacility2013
1
" Gl/1 �C���
Notary Public
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