HomeMy WebLinkAbout1998-04-01 PACKET 04.E.REQUES7 dF GiTY COUNCIL ACTION COUNCIL AGENDA
MEETING ITEf� # P � g�
dATE 04/01 /98 _ _�L-� °
o��o�pE'J SY Public Works ! es �urshten
dRIGINATING DEPARTMENT STAFF AUTHOR
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COUNC6L ACTION REQUEST
Approve three-year contract e�ension betv✓een the City and SKB, Inc., for operation and
maintenance of the compost facility.
SUPPORTING DOCUMEPVTS
� MEMO/LETTER: Allan Larson, 3/23l98
❑ RESOLUTION:
❑ ORDBNANCE:
❑ ENGINEERING RECOMMENDATION:
❑ LEGAL RECOMMENDATION:
� OTHER: contract
ADMINISTRATORS COMMENTS
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COUNCIL ACTION TAKEN: ❑ APPROVED ❑ DENIED ❑ OTHER
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To: Les W. Burshten, Pubiic Works Director
From: Allan L. Larson, Public Works Technician
Date: March 23, 1998 �
Re: Three-Year Contract Extension - SKB, Inc., Yardwaste Facility
The present contract between the City of Cottage Grove and SKB, Inc., for operation
and maintenance of the yardwaste facility along Glendenning Road terminated
February 15, 1998.
This agreement was enacted by city council in 1995 as a means to properly iandfill the
yardwaste and brush of local residents pursuant to the city's solid waste master plan.
SKB wili continue their present contract for another three years with the foilowing
exception:
Section 3.8 Operations
Allow the vendor or his designee to chip or grind brush during normal business
hours in areas on site set up for this operation away from the general public.
SKB wiii aiso provide bagged compost for use in gardens, lawns, and shrubbery for
sale on site for customer convenience.
Piease place this item on the April 9 councii agenda for consideration and possible
approval of a three-year contract e�ension.
A�Llkh
CONTRACT BETWEEN'THE CTTY OF COTTAGE GROVE AND S.K.B., INC.
FOR OPERATION AND MAINTENANCE OF YARDWASTE FACILTTY
This Contract is made and entered into between the City of Cottage Grove, a Minnesota
municipal corporation, hereinafter "Cit�', and S.KB., Inc., 251 Starkey Street, St. Paul, MN
55107, a Mumesota 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 and through the
reduction of indiscriminate reliance upon land disposal of solid waste; and
Wf3EREAS, yazdwaste 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 cacomposting;
.�•
W HEREAS, 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
WFIEREAS, the Vendor offers to operate and maintain sites for the receiving, storage,
transfer and processing of acceptable Materials; and
WFIEREAS, the City agrees to promote the delivery of Acceptable MateriaLs to the
Vendor, and the Vendor agrees to accept, store, debag and compose or othenvise process
Yazdwaste, Brush and Christmas Trees delivered to the facilities and the Vendor further agrees to
market or othenvise utilize or dispose of all the compose and chips produced at the Facilities; and
WFIEREAS, 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:
GEI�iERAL 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 yazdwaste facilities.
1.2. Coo ero ation. The City and Vendor shall cooperate and use their reasonable efforts
to ensure the most elcpeditious implementation of the various provisions of tlris Contract. The
parties agree to, in good faith, undertake resolution of any disputes in an equitable and timely
manner.
13. Ten . The term of this contract shall be from February 16, 1998 to and including
February 15, 2001, notwithstanding the date of execution by all parties unless earlier ternrinated
by law or according to the provisions herein.
2. Definitions. Uriless 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. Acceotable Materials. Yardwaste, Brush, Christmas Trees or the bags in which it
is delivered; however, ai bags shall be disposed of daily in a dumpster provided by Vendor.
2.2. B��. Shrub and tree waste not exceed'mg six inches (6") in diameter.
23. 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.
2.4. Commercial Entit�. 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. FacilitX. The following site used for the receiving, storage transfer or processing
of Acceptable Materials:
That ponion of the SE 1/4 ofNE 1/4 of SW 1/4 Section 21; Township 27,
Range 21 bounded by Jamaica Ave. on the West; 95th Street on the North and
Glendenniug Road on the East.
2.b. Finished Products. Compost in mazketable condition and wood chips.
2.6.1. Gat A noncompacted gross cubic yazd of Yardwaste as measured at the
Facility entrance.
2.'7. Hazazdous Waste. Materials defined as hazardous Waste by local, state or federal
law, state or federal law, specifically including, but not limited to, peuoleum products,
polychlorinate biphenyls, and asbestos containing materials.
2.8, ivi u. Any person who delivers Acceptable Materials to a Facility from
his/her residence.
2.9. Processine. Changing Acceptable Materiais, 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. Receiving Time. That time during which Acceptable Materials is received at a
Facility.
2.11. e s n. February 16 through February 15
2.12. Ti A fee chazged to Commercial Entities and Individuals for delivery of
Acceptable Materials to a Facility.
2.13. UnacceRtable Materials. All materials except Yardwaste, Brush, Christmas Trees,
and the bags in wlvch it is delivered.
2.14. i�s�r. Commercial Entities or Individuals delivering Acceptable Materials to a
Facility.
2.15. Y r a te. Lawn cunings, leaves, garden wastes, weeds, and sod strippings.
3. VENDOR'S RIGHTS AND OBLIUATIONS.
3.1. ac . The Vendor shall operate and maintain, from February 16, 1998
through February 15, 2001, a Facility or Facilities capable of handling Yazdwaste generated in
Washington County.
In addition, Vendor shall operate and maintain a Facility that is, at a minimum,
capable of receiving and processing Christmas Trees and Brush from Cottage Grove for a nme
month period each yeaz, running from May 16 through and including February 15, in accordance
with the terms herein.
3.2, eiv' g. The Vendor sha11 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 ta 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.
33. Out-of-County Waste. Vendor may receive Acceptable Materiais generated
outside of Washington County so long as sufficient capacity is retained for Materials to be
accepted under Sections 3.1 and 3.2.
3.4. Tio Fees. Vendor shall chazge a Tipping Fee to users sufficient to cover costs of
the FacIlity. The City shail be notified of the £ee schedule thereto, prior to implementation. The
Vendor may only increase the fees on Yardwaste by $.10 per bag per year and may only increase
the fees on Brush by $.50 per cubic yazd per year. Notwithstanding the above, the City may each
season deliver, without cost to the City, up to a total of 500 cubic yards of Acceptable Materials
generated by the City and delivered in City vehicles. S.K.B. will also provided bagged compost
for customers convenience at market prices.
3.5. Receivine Tune. Subject to applicable County and municipal ordinances, the
Vendor shall keep a Facility open for the receiving of Acceptable Materials for a minunum of
1600 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 Rgjection ofDeliveries. The Vendor may reject Acceptable Materials
delivered at hours other than the Receiving Time. A velucle shall be denied entrance if the
Vendor has a reasonable basis to believe it contains any amount of unacceptable Material. Upon
request, the Vendor will provide the User and the City with the documentation of the rejection
and the reasons therefore. T'he Vendor shall be responsible to obtain landfill capacity and to
properly dispose of Unacceptable Materials, which have been delivered and which the Vendor is
unable to have removed at the expense of the Individual or Commercial Entity delivering it. The
Vendor shaU 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.
3.7. Processine. Vendor shall process all Acceptable Materials received at the
Facilities. Acceptable Materiais shall be composted, except for Brush which may be clupped.
3,g. Onerations. The Vendor or his designee may grind brush during nonnal business
hours in areas on site set up for this operation away from the general public.
3.9. Finished �roducts. The Vendor shall develop a policy for distributing finished
compost and woodchips. Vendor shall submit said policy and any changes thereto to the City.
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3.10. �'losure of Facility. The Vendor shall not accept any Materials atter February 15,
2001 at the Facility, unless the City's lease for the Facility is renewed for an additional terrn, and
unless the City notifies the Vendor in writing of such renewal and a new date for closure. During
the period of February 15, 2001 through December 31, 2001, Vendor shaIl have access to the
Facility for the purposes of processing materials accepted, selling or otherwise distributing
finished products and site clean-up.
3.1 L Clean-u�2 of Facility. Unless the City's lease for the Facility is renewed for an
additional tecm and unless the City and a new date for clean-up, Vendor shall remove all finished
compost, unprocessed Acceptable Materials and Unacceptable Materials at the Facility before
December 31, 2001.
3.12. Cost ofRemoval. Ifthe Vendor does not remove vfaterials and finished products
as required under 3.10, the City may remove tbem 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 Faeitity, the City shall provide the Vendor with tha�ty (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.
In the event that a 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 Ec�i�ment. The Vendor shall provide all labor, equipment, tools,
supplies, and other materials necessary to operate the Facilities. 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. R a . 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. Drainaee. The Vendor shall provide and maintain an adequate storm and surface
water drainage system during the period of operation.
3.1'7. Vendor's Information SXstems. The Vendor shall establish and maintain an
information system to provide storage and ready retrieval of Facility data. No later than thirty
(30) days after the close of each quarter for the first three quarters of a calendar year, and by
December 30 of the fourth quarter, the Vendor shall provide the City with the quarterly reports
for the previous quarter, 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. Designate by origin the number of Gate Yards received 'm 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 Materials delivered
to a sanitary landfill for disposal;
E. The use of conversion factors, as described below, by materials;
F. Other information which the City may reasonably require.
3.18. Product Distribution R_g.port. The Vendor shall report quarterly the volumes, type
of use intended by the end user, and the value of distributed Finish Products.
3.19. Converting Volume to Weight. The Vendor shali establish a factor for converting
Gate Yazds of Yazdwaste and Brush received to tons of materials received. This conversion
factor shall be based upon test weights for each material received.
4. RIGHTS AND OBLIC'rATIONS OF'1'HE CZTY
4.1. ('ommitment to Promote the Deliver 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 yazdwaste program. The City, jointly with S.KB.,
Inc. shall develop a program and materials for promoting the yardwaste management program and
Facilities.
4.2. Pernut. Notwithstanding Section 6.2 of this Contract, except for the Minnesota
Pollution Control Agency Percnit, the City shall obtain all other permits required by Rule and
other land use or conditional use permits.
4.3. ite.
A. The City has leased and shaIl provide the following site for the Facility:
That portion ofthe SE I/4 ofthe NE I/4 of SW 1/4 Section 21; Township 27,
Range 21 bounded by Jamaica Avenue on the West; 95th Street on the North;
and Glendenning Road on the East.
B. Vendor may procure any other sites Vendor deems necessary to meet
the requirements of this Agreement.
4.4 �r_s. 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 iour the Facilities in order to observe and to permit others to observe the
various services wluch 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 standazds, 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 ec ' n. 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. The Vendor 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.
4.6. Miscellaneous.
A. The City shall provide the Vendor with access to City waster for use in
conjunction with the operation of the facility. The Vendor shall provide an anti-syphon devise on
the equipment which is used to obtain and transport water, and said anti-syphon devise shall be
approved by the City water superintendent prior to use.
B. The Vendor shall be required to apply for a permit for exemption from the
spring road restrictions.
5, Pavment.
5.1. S.K.B. 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, S.K.B. will supply, if available, 1,500 cubic yards annually to the City, their
employees or agents, for City use.
6. C'OMPLIANCE WITH LAWS/STANDr1RDS.
6.1. ener l. Vendor sha(1 abide by ail Federai, State or local laws, statutes,
ordinances, rules and regulations now in effect or heteafter adopted pertaining to this Contract or
to the Facilities, programs and staff for which Vendor is responsible. This includes, but is not
limited to all Standazd Assurances, which aze attached as E�ibit 3.
6.2. Licenses. Vendor shall procure, at its own axpense, all licenses, pertniis 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 locallaws, statues, ordinances, rules,
or regulations, as weli 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 tenninate
this ContracC upon delivery of written norice of termination 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.
6.4. �Vfinnesota Law to Govem. 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.
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 tbat nothing herein contained is intended or should be construed in any manner as creating
or establishing the relationship of agents, partners, join2 venturers or associates between the
parties hereto or as constituting Vendor as the employee of the City for any purpose or in any
manuer whatsoever. Vendor acknowiedges and agrees that Vendor is not entitled 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, F'ICA, FUTA, or othenvise, will be made from the
payments due Vendor and that it is Vendor's sole obligation to comply with the applicable
provision of all federal and state ta�c laws.
� 1 1 • • • �
8.1. Indemnification. The Vendor will indemnify, defend and save harmless the City, its
elected officials, empioyees, agents or representatives from any and all claims, damages, lawsuits,
losses, liabilities, costs and expenses arising out of any act, omission or 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 perforu�ance of any of the work or services
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to be performed or fumished by the Vendor under the terms of this Agreement. Such indemnity
shall include, but not be 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, costs 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
ofthis Agreement.
T'he Vendor and City understand and agree that the subsurface and superficial soil conditions of
the Facility aze unknown and that the City has not required that any clay or other liner be
construed, 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 remediation of
environmental impairment to the site resulting from pre-easisting site 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 ue a result, in whole or in part, of the Vendor's, or its employees,
subconnactors, agents, or representatives, willfiil or negligen2 acts or omissions.
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 certificate shall not be canceled, non-
renewed or materially changed m 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 'mto
this Agreement as Exhibit 4. All insurance shall state that the insurance broker through wluch this
insurance was purchased has errors and omissions insurance.
g3, o r e. 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 inciude the following:
A. �4��rehensive General Liability, including Contractual. Occurrence-based
single or combined limit comprehensive general liability insurance with the
minimum limits of Two Hundred Thousand and No/100 Dollars ($200,000) per
person and Six Hundred Thousand and No/100 Dollars ($600,000) per
occurrence.
B. Automobile Liabilitv. Automobile liability insurance if any vehicles are used in
connection with this Agreement which sha11 include the following murimum
charges:
(1) Bodily Injury and Property Damage: Two Hundred Fifty Thousand and No/100
Dollars ($250,000) per person and Five Hundred Thousand and No/t00 Dollars
($500,000) per occurrence.
(2) Hired, owned and non-owned vehicles.
C. Umbrella Liability. Umbrella Liability insurance in the minimum amount of
$1,000,000. It is the responsibility of Contractor to maintain all underlying
insurance in accordance with the terms of the timbrella Liability policy.
D. Workers Compensation. The statutory minimum.
8,4, Faiinre to Provide Proof of Insurance. This Agreement will not be executed until
proof of insurance consistent with the insurance requirements herein has been submitted to the
City.
5.5. Excessive Premiums. IF the premium for any liability insurance more than tripies
from one year to the next during the term of this Agreement, the Vendor may ternlinate ttus
Agreement effective upon cancellation of insurance coverage and ten (l 0) days notice. In the
event Vendor gives notice to terminate under this pazagraph, Vendor and City agree to meet and
confer on payment of insurance premiums and continuation of Agreement.
9. PERFORMANCE BOND. The Vendor shall furnish to the City a bond in the
amount of Fifteen Thousand and No/100 Dollars ($I5,000.00), naming the City as sole obligee,
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 City may approve an
irrevocable letter of credit in lieu of a performance bond.
10. STJBCONTRACTING. Parties shall not enter into any subcontract for the
performance assignment 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 aze deemed
necessary. All parties shall be notified of subcontracts as soon as reasonably possibie regazdless
of their dollar value of nature.
Any agreement between the Vendor and any subcontractor shall obligate the
subcontractar to comply with the general terms of tlus 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. DEFAIJLT.
I 1.1. 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 uncontrollabie circumstance uniess
the act or occurrence could have been foreseen and reasonable action could have been taken to
prevent the delay or failure, inciuding but not limited to:
A. Riots, insurrectons, war or civil disorder affecting performance ofwork,
blackades, sabotage, and acts of God (including tomadoes, lightning,
earthquakes, fires, explosions and floods but not including typical seasonal weather
conditions for tivs geograpluc azea.)
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 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, intemtption, denial of failure of renewal of any
permit, license, consent, authorization or approval essential to the operation,
management of maintenance of the Facility.
D. Orders and/or judgments of any federal, state or local court, adminisTrative
agency or govemment entity.
The City and the Vendor agree to attempt to resolve quickly all matYers related to
uncontrollable circumstances and nse all reasonable efforts to mitigate its effect.
If a matter arising under this paragraph is unable to be resolved within s'vcty (60)
days, the non-defaulting party may temrinate 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 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 unabie to, provide the agreed upon quality and quantity of services. Upon such notification,
the City shall determine whether such inability requires a modification or cancellation of this
Contract.
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113. Default�y 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 is bankrupt; or filing by the Vendor of
a voluntary petition under the Federal Bankruptcy Act; or the filing of an involuntary petition
under the Federal Banlsuptcy Act against the Vendor unless dismissed within ninety (90) days.
The notice of Default and cure provisions of this Contract do not agply 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 Defauit and cure
provisions of this Contract do not appiy 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 Defauk and cure
provisions of this Contract do not apply to this paragraph.
- Making material misrepresentations either in the attached e�ibits and documents
or in any other material provision or condition relief upon in the making of this Contract.
-A court or admiuistrative body having competent jurisdiction finds that the
Vendor persistently disregards laws, ordinances, rules, regulations or orders of any public
authority.
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 material misrepresentations either in the attached exhibits and
documents or in any other provisions or conditions relief upon in makiug this Contact.
- Failure to provide the Facility indicated in paragraph 43 A. Or equivalent.
- Failure to perform any other, material grovision of this Conuact.
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 Default is given to the defaulting party, specifying the particular event, series of
events or failure constituting the defauit 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
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under the terms of this Contract, then this Contract may be terminated by written notice as stated
in Article 12 below.
12, TFR�IINATION.
12.1. writtPr, Notice of Ternvnation. Notice of Ternunation shali be made by certified
mail or personai delivery. Notice is deemed effective upon delivery to the party's Authorized
Representative.
12,2_ i)nt;P� r�f Vendor unon Ternunation. Upon delivery of a Notice of Ternunation,
and except as otherwise requested, Vendor shall;
Discontinue performance of this Conuact 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 all chips, Finished Products, unprocessed Acceptable
Materials and Unacceptable materials. Except in the case where the temrination is because the
City fails to provide a facility that all of the costs for removal aze the City's responsibility;
Complete performance of such terms as shall not have been canceled by the Notice
of Termination;
123. n��t;PG of Cityy�,non Termination. Upon delivery of a Notice of Termination, and
except as othenvise provided, the CiCy:
Shall not be liable for any services provided after Notice of Tennination, except as
stated above or as authorized by the City in writing.
12.4. �ffect of Temunation. Termination of this Contract sha11 not dischazge 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 the effective date of termivation. Nor shall
termination discharge any obligation which by its nature would survive after the date of
termination, including by way of Illusuation only and not limitation, Standard Assurances
attached hereto.
13. CONTRACT RIGHTS{REMEDIES.
13.1. �hts Cumulative. All remedies available to either party under the terms of this
Contract or by law aze cumulative and may be exercised concurrently or separately, and the
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exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of
other remedies.
I3.2. 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 uniess stated
to be such in writing and signed by authorized representatives of the City and Vendor.
14. DAMAGES.
14.1. Duty to Mitieate. 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.
14.2. Cost of Defense. In the event the Vendor fails to operate the facility in compliance
with all applicable local, state and federal laws, permits, rules and regulations, the Vendor shall
reimbwse the City for any civil or criminal penaities or costs of defense incurred due to such
violations.
15. REPRESENTATIVE.
15.1. f#uthorized Representative. The following named persons are designated the
Authorized Representafrves of parties for puiposes 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 Authorized Representative 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:
Richard O'Gaza
S.K.B., Inc.
251 Stazkey Street
St. Paul, MN 55107
(612) 224-6329
To City:
Les Burshten
Director of Public Works
CITY OF COTTAGE GROVE
8635 W. Pt. Douglas Road
Cottage Grove, MN 55016
(612)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 consukation, a coordinator shall
be designated by Vendor and the City. The Parties shall keep each other continually informed, in
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writing, of any change in the designated coordinator. At the time of execution of this Contract
the following persons aze the designated coordinator:
Vendor Coordinator: Richard O'Gara
Phone Number: (612) 224-6329
City Coordinator. Les Burshten, Director of Public Works
Phone Number: (612) 458-2808
16. CONF7.,ICT OF IN'1'EREST. 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 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 Representatives ofthe City and Vendor.
18. SEVERABILITY.
I 8.1. The provisions 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.
. �.
19.1. Final AEreement. This Contract is the final expression of the agreement of the
parties and the compiete and exclusive statement of the tem�s agreed upon, and shall supersede all
prior negotiations, understandings or agreements. There aze no representatives, wazranties, 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 termivated upon and superseded by the execution of this Contract.
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19.3. � hi i. E�ibit 1 through and including 4 aze attached and incorporated herein
by reference.
E�iMt 1- Lease with City of Cottage Grove
Ea�hibit 2 - Standard Assurances
Extribit 3 - Insurance Certificates
IN WITNESS WT�IEREOF, the parties have executed this Contract on the dates
indicated below:
Date:
CTI'I' OF COTTAGE GROVE
�
�
: �
Date: BY�
Title:
��
STATE OF MINNESOTA )
)
COUNTY OF RAMSEY )
This instrument was acl�owledged before me on this day of
19� by Richard O'Gara ,(titie) President , of S.K.B., Inc., a Minnesota
corporation, who, being duly sworn, represents and warrants that he/she/they is/aze authorized by
law and all necessary board action to execute this Contract on behalf of the
corporation/organization, intending this contract to be a legally binding obligation of the
corporation/organization.
Notary PubGc
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