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8.2. SR 10-07-2019 EOty1� ,.,�� Request for Action River To Item Number Mayor and City Council 8.2 Agenda Section Meeting Date Prepared by General Business October 7, 2019 Justin Femrite, P.E. Public Works Director Item Description Reviewed by Trunk Sewer and Leachate Conveyance System Cal Portner, City Administrator Improvements Reviewed by Action Requested Approve,by motion, the Utility Installation Agreement,License Agreement, Significant Industrial User Agreement, Final Plans and Special Discharge Permit renewal for the Elk River Landfill Leachate Conveyance System. Background/Discussion As discussed on May 7, 2018, staff continued to finalize details for the extension of the public sewer system along the Great Northern Trail (GNT) to accommodate a permanent connection of a leachate pipeline from the Elk River Landfill to our sewer collection system. This permanent connection is required to be complete for continued disposal of landfill leachate from the Elk River Landfill to Elk River's public sewer system as detailed in their current Special Discharge Permit. Being the project will extend a year beyond the end of the current Special Discharge Permit expiration,we are seeking a one-year extension of said permit. The project will install a new publicly-owned lift station near the intersection of the GNT and 221"Avenue and associated forcemain installed to the existing collection system located near Meadowvale Elementary school. It will further include a parking area off of 221"Avenue that will serve the new lift station and support 10 public parking spaces for GNT users. Elk River Landfill will extend a private leachate pipe line from their site directly to the new public lift station near 221"Avenue. This pipeline will also be placed,via utility permit, along the GNT right-of-way. The agreements set for approval are the required documents detailing the responsibilities for Elk River Landfill to deliver the project. Upon approvals,improvements will begin in early June 2020 and last through the summer of 2020. Pipeline construction will require closing of segments of the GNT during the summer. We will work with the contractor to minimize closures and use our communication channels to notify users. Financial Impact All improvements will be paid by Elk River Landfill,Inc. Details in the Utility Installation Agreement identify reimbursable costs. The SIU agreement further details the Sewer Access Charge to be paid over a 5- year period. The 2020 rates for leachate treatment are established in the attached Special Discharge Permit between Elk River Landfill and the city. The rates for treatment in future years have been established in the SIU agreement and will be reflected in the Master Fee Schedule. The Elk River Vision A PehoMing community 2a itb revolutionary and spirited resourcefulness, exceptional POWERED By service, and community engagement that encourages and inspires prosperity INAMIRE1 Attachments ■ Utility Installation Agreement ■ Significant Industrial User Agreement ■ License Agreement ■ Final Plans ■ Special Discharge Permit—Extension of current permit by 1-year ■ Letter delivered to all adjacent home owners along the proposed project route N:APublic Bodies\Agenda Packets\10-07-2019\Done\x8.2 sr Leochote.docx Utility Installation Agreement Waste Management Leachate Disposal October 7, 2019 35841508.2 Table of Contents 1. Leachate Conveyance System............................................................................................................................ 1 2. Right to Proceed With Installation of LCS......................................................................................................2 3. Plans.......................................................................................................................................................................2 4. Industrial Wastewater Treatment Agreement.................................................................................................2 5. Additional Regulatory Approvals......................................................................................................................2 6. Installation of LCS Improvements....................................................................................................................2 7. City Installed Improvements..............................................................................................................................4 8. Fees and Security for Developer's Performanc...............................................................................................4 9. Responsibility for Costs......................................................................................................................................5 10. General Provisions Binding Effect...................................................................................................................5 11. Surface and Groundwater Management...........................................................................................................6 12. Default...................................................................................................................................................................7 13. Miscellaneous........................................................................................................................................................7 14. Notices................................................................................................................................................................... 8 15. Representations and Warranties........................................................................................................................ 8 i 35841508.2 UTILITY INSTALLATION AGREEMENT FOR Elk River Landfill,Inc. Leachate Conveyance System THIS UTILITY INSTALLATION AGREEMENT ("Agreement"), made and entered into this day of 12019,by and between the CITY OF ELK RIVER, a municipal corporation organized under the laws of the State of Minnesota (the City), and Elk River Landfill,Inc. (the Developer). BACKGROUND Developer owns and operates Elk River Landfill (the "Landfill") within the corporate limits of the City. The Landfill generates leachate, which is currently trucked to and disposed of at the City's Wastewater Treatment Plant ("WWTP") pursuant to a Special Discharge Permit. City and Developer have agreed that it will be more efficient and environmentally safer for the leachate to be transported from the Landfill to the WWI'P via an underground leachate conveyance system ("LCS") rather than trucks, and enter into this Agreement to facilitate installation of the LCS. NOW, THEREFORE, in consideration of the premises and the mutual promises and conditions hereinafter contained,it is hereby agreed as follows: 1. Leachate Conveyance System. (01) Location. The LCS shall be installed within the right-of-way of the City owned Great Northern Trail ("GNT") as shown on the plans attached as Exhibit A to this Agreement ("Plans"). (02) Components. The LCS shall consist of the following three primary components: (A) A privately owned leachate conveyance pipe extending from the Landfill to the lift station as shown on the Plans: (B) The lift station,in the location shown on the Plans;and (C) A publicly owned wastewater conveyance pipe extending from the lift station to the point at which the pipe enters the City's existing wastewater conveyance system, as shown on the Plans. (03) Ownership, Operation and Maintenance. (A) Developer Owned. That portion of the LCS extending from the Landfill to the lift station shall be permanently owned, operated and maintained by the Developer, subject to the terms of the License Agreement entered into between the parties on this date. (B) City Owned. The lift station and that portion of the LCS extending from the lift station to the City's existing wastewater system shall, upon acceptance by the City as provided in this Agreement, be owned, operated and maintained by the City. The City may use those components of the LCS that it owns and operates for the conveyance of wastewater as well as leachate. (04) Installation. The entire LCS shall be installed by Developer, at Developer's cost,pursuant to the Plans attached as Exhibit A and the terms of this Agreement. 1 35841508.2 2. Right to Proceed With Installation of LCS. The Developer may not grade or otherwise disturb the earth or remove trees until authorized by a separate permit or letter from City and all the following conditions have been satisfied: (1) this Agreement has been fully executed by both parties and filed with the City Clerk; (2) the security required by this Agreement has been received by the City; (3) the insurance required by this Agreement for the Developer and its construction contractors has been received by the City; (4) the final plans have been approved by the City and (5) all required permits to construct and operate the LCS, including the License Agreement and a Minnesota Pollution Control Agency sewer extension permit, are secured and a copy filed with the City Engineer. 3. Plans. The LCS shall be installed in accordance with the Plans attached to this Agreement. The City Engineer may approve minor amendments to the Plans without City Council approval. If the Plans vary from the written terms of this Contract,the written terms shall control. The Plans are: Construction Plans and Specifications for Leachate Conveyance System 4. Industrial Wastewater Treatment Agreement and License Agreement. In addition to this Agreement, the utility permit and the MPCA sewer extension permit, Developer shall not proceed with installation of the LCS until Developer and City have entered into an Industrial Wastewater Treatment Agreement ("SIU Agreement") authorizing Developer to dispose of Landfill leachate in the City WWTP, and a license agreement ("License Agreement") authorizing Developer to enter onto the GNT to install the LCS and to own, operate and maintain the Developer owned portion of the LCS in the GNT right of way. 5. Additional Regulatory Approvals. Any additional regulatory approvals required for construction or operation of the LCS shall be obtained before commencement of construction on the LCS. Additional approvals may include but are not limited to the Minnesota Pollution Control Agency permit for the extension of sanitary sewer; National Pollutant Discharge Elimination System permits for grading; Department of Natural Resources permits for water appropriations; Army Corps of Engineers permits; and City, County and/or State permits for access and work within existing rights-of-way. 6. Installation of LCS Improvements. All components of the LCS and related facilities necessary for operation of the LCS (the "Improvements") will be installed at Developer's expense by Developer as hereinafter provided. (01) Developer shall construct and install at Developers sole expense all Improvements necessary to fully complete the LCS,including restoration of the GNT as required by Section 6(11) below, and all those Improvements identified in the Plans, attached hereto, except as may otherwise be set forth in this Agreement. The installation of the Improvements shall be in accordance with all applicable City ordinances and shall be subject to review, approval, inspection and authorization by the City and/or its consultants, as provided in this Agreement. (02) Deadline for Performance by Developer. Except as otherwise provided herein, Developer agrees to complete all Improvements and perform all other acts as are required for completion of the LCS Improvements as shown in the Plans on or before December 31, 2020. The Developer may, however, request an extension of time from the City. If an extension is granted, it shall be conditioned upon updating the security posted by the Developer to reflect cost increases and the extended completion date. (03) Approval of Contractor. The City reserves the right to approve or disapprove any contractor selected by the Developer. (04) Construction Plans. The construction, installation, materials and equipment shall be in accordance with the Plans approved by the City Engineer. The Plans and specifications shall be 2 35841508.2 based upon such engineering surveys, including soil borings and material tests, determined to be necessary by the City Engineer. (05) Supervision and City Services. Construction and installation plans and activity shall be reviewed by and subject to the supervision of the City. Unless City provides written notice to Developer of the name, email address and phone number of a different city representative, the City Engineer shall be the City's representative and Developer's point of contact. Developer will cause the contractor(s) to inform the City's representatives of the schedule to complete the Improvements. City shall inspect all Improvements during and after construction for compliance with the Plans and approved specifications. Developer will notify the City Engineer or his designee at such times during construction as the City Engineer requires for inspection purposes. (A) The Developer shall instruct its engineer to provide adequate field inspection personnel to assure accurate record drawings can be produced and an acceptable level of quality control to the extent that the Developer's engineer will be able to certify that the construction work meets the approved City standards as a condition of City acceptance. In addition, the City may, at the City's discretion and at the Developer's expense, have one or more City inspectors and an independent testing firm inspect the work on a full or part-time basis. The Developer, its contractors and subcontractors, shall follow all instructions received from the City's inspectors. The Developer's engineer shall provide for on-site project management. The Developer's engineer is responsible for design changes and contract administration between the Developer and the Developer's contractor. The Developer or its engineer shall schedule a pre-construction meeting at a mutually agreeable time at the City with all parties concerned,including the City staff,to review the program for the construction work. (B) Upon City Inspector observing unacceptable installation of Improvements, the City shall notify the contractor or the developer to cease installation. The installation of the Improvement shall not resume until agreement is reached between the City and the Developer on acceptable installation at the Developer's sole expense. (C) Developer shall work with City and its representatives to phase construction of the Improvements so that public access to those portions of the GNT not under construction is preserved to the extent possible. Portions of the GNT that are under construction and unsafe for public use shall be barricaded by Developer, but public access shall be preserved for as long as possible and restored as soon as possible following construction activities. (06) Insurance. Developer shall cause each contractor engaged in the construction and installation of any Improvement to furnish the City with evidence acceptable to the City showing insurance coverage (including workers' compensation, liability and property damage) in the amounts required by this Agreement. Developer or its contractor shall also maintain adequate liability insurance for public use of Streets,the GNT and other facilities until such time as the Improvements are completed and accepted by City as provided herein, and shall hold the City harmless and indemnify the City from any liability arising out of or related to the installation of the Improvements until such time as the Improvements are completed and accepted by the City as provided herein. (07) As Constructed Plans. Within thirty (30) days after the completion of the Improvements and before the security required by this Agreement is released, the Developer shall supply the City with a complete set of reproducible "as constructed" plans and an electronic file of the "as constructed" plans in an AutoCAD.dwg file or a .dxf file, .pdf, and GIS formats all prepared in accordance with City standards. The Developer shall cause the Improvements be field surveyed after 3 35841508.2 construction with all location, elevation, and data attributes information, deliverable to the City in an approved sub-foot accurate GIS/GPS format. (08) City Acceptance. The City shall accept, at no cost, ownership of the Improvements to be owned,operated and maintained by City,provided that such Improvements have been constructed in compliance with the Plans and specifications therefore and City requirements with respect thereto as determined by the City. No improvements will be accepted until all disturbed areas within the GNT right-of-way are repaired and, if deemed necessary by the City, the trail resurfaced, and the trail corridor fully vegetated and functioning in accordance with the approved construction, landscaping, and storm water management Plans. Upon acceptance, all Improvements to be owned by the City, as provided in this Agreement, shall become City property without further notice or action. (09) License. The Developer hereby grants the City, its agents, employees, officers and contractors a license to enter any property owned by Developer if necessary to perform work and inspections deemed appropriate by the City in conjunction with the LCS. Developer and City shall enter into a separate License Agreement authorizing Developer to enter onto the GNT to install the LCS and to own, operate and maintain the Developer owned portion of the LCS in the GNT right of way. (10) Faithful Performance of Construction Contracts. Developer will fully and faithfully perform the installation and construction of the Improvements in accordance with the approved Plans and specifications therefore and shall comply with all terms of any and all contracts entered into by the Developer for the installation and construction of all Improvements, at no expense to the Citv. (11) Warran r. Developer hereby warranties the workmanship and materials respecting the Improvements to be owned by the Citi including the surface of the GNT, for a period of two (2) years following the City's final acceptance of the Improvements, and agrees to repair or replace, as directed by the Citi and at Developer's sole cost and expense, any work or materials that become defective,in the sole opinion of the Citi within said two (2) year period, even though notice thereof be given by the City after said twoyear period. 7. City Installed Improvements. (01) There will be no City installed Improvements. 8. Fees and Security for Developer's Performance. (01) Security for Developers Performance. (A) No work shall be commenced under this Agreement until the Developer has filed with the City a cash deposit or an irrevocable and unconditional Letter of Credit acceptable to the City,in the amount$250,000. Said Letter of Credit shall also provide that funds shall be paid to the City upon written demand of the City to the extent of default herein by Developer in the payment of any amount due or the performance of any other duty or obligation of Developer pursuant to this Agreement, including Developer's obligations to complete the Improvements, to complete restoration of the GNT, and to make payment of any amounts due hereunder. (B) The Letter of Credit shall contain a provision that states that the Letter of Credit shall be automatically renewable annually unless the issuer of the Letter of Credit first gives the City 30 days written notice by certified mail of its intent not to renew the Letter of Credit. The letter of credit shall also contain a minimum initial period of 1 year. The Letter 4 35841508.2 of Credit shall be a guaranty to the City that the Improvements,restoration of the GNT and all other requirements set forth in this Agreement will be timely completed to the City's satisfaction. The Letter of Credit shall be maintained continuously by the Developer until the Improvements and restoration of the GNT are completed to the City's satisfaction, including certification by the City engineer that all items are satisfactorily completed, pursuant to this Agreement. The Letter of Credit shall have no conditions and shall be subject to being drawn upon by the City upon any default under this Agreement, including failure to pay contractors, subcontractors or costs or expenses owed to the City. If at any time the City shall draw upon the Letter of Credit, the Developer agrees that within 10 days upon being notified of such withdrawal by the City, Developer shall either pay the deficient amount in cash to the City or have the Letter of Credit restored to current amount. (02) Security for Warranty. The cash deposit or letter of credit provided pursuant to Section 8(01) above, shall remain in effect to secure the Warranty provided for in Section 6(11) above, and shall not be released until expiration of the two (2)year warranty period. 9. Responsibility for Costs. (01) Except as otherwise specified herein, the Developer shall pay all costs incurred by it or the City in conjunction with the construction of the Improvements,including but not limited to Soil and Water Conservation District charges, legal, planning, engineering and construction observation inspection expenses incurred in connection with approval and acceptance of the Improvements, review of construction plans and documents, the payment of fines and penalties imposed on the city as a result of non-compliance with any permit or failure to obtain necessary permits, and all costs and expenses incurred by the City in monitoring and inspecting development of the Improvements. (02) The Developer shall hold the City and its officers, employees, and agents harmless from claims made by itself and third parties for damages sustained or costs incurred resulting from installation of the Improvements. The Developer shall indemnify the City and its officers, employees, and agents for all costs, damages, or expenses which the City may pay or incur in consequence of such claims, including attorneys' fees . Notwithstanding the foregoing, this Section 9(02) shall not be interpreted to prevent the Developer from enforcing the terms of this Agreement. (03) Unless the Developer prevails in an action to enforce this Agreement, the Developer shall reimburse the City for costs incurred in the enforcement of this Agreement, including engineering and attorneys'fees. (04) The Developer shall pay in full all bills submitted to it by the City for obligations incurred under this Agreement within sixty (60) days after receipt. If the bills are not paid on time, the City may halt construction of the Improvements until the bills are paid in full. Bills not paid within thirty (30) days shall accrue interest at the rate of eighteen percent (18%) per year. 10. General Provisions. (01) Binding Effect. The terms and provisions hereof shall be binding upon, and inure to the benefit of the heirs,representatives, successors and assigns of the parties hereto and shall be binding upon all future owners of all or part of the Improvements and shall be deemed covenants running with the land. References herein to Developer,if there be more than one, shall mean each and all of them. This Agreement shall be placed of record so as to give notice hereof to subsequent purchasers and encumbrances of all or any part of the Improvements, and all recording fees,if any, shall be paid by the Developer. 5 35841508.2 (02) Severable. In the event that any portion of this Agreement shall be held invalid for any reason, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement. (03) Waiver. Any waiver, whether express or implied, by any party of a breach of any provision of this Agreement will not operate as or be construed to be a waiver of any subsequent breach of this Agreement. (04) Construction Times. All construction activities authorized by this agreement shall be confined to the following hours of operation: Monday-Friday 7:00 AM until 8:00 PM Saturday 8:00 AM until 5:00 PM (only with 48 hour advance notice to the City Engineer or their representative) Sunday Not Allowed This does not apply to activities that are required on a 24-hour basis such as dewatering, etc. or emergencies that present a danger to public health, safety and/or welfare. Any deviation from the above hours is subject to approval of the City Council. (05) Historv. Any item or condition found that indicates the site is likely to yield information important to pre-history or history shall be reported to the city immediately, and the city reserves the right in such event, to stop work immediately until the Improvements is appropriately investigated and developer is authorized to recommence work. 11. Surface and Groundwater Management. (01) Dewatering. Due to the variable nature of groundwater levels and stormwater flows,it will be the Developer's and the Developer's contractors and subcontractors responsibility to satisfy themselves with regard to the elevation of groundwater in the area and the level of effort needed to perform dewatering and storm flow routing operations. All dewatering shall be in accordance with all applicable county, state, and federal rules and regulations. DNR regulations regarding appropriations permits shall also be strictly followed. (02) Wetlands. If the Developer proposes the filling of wetlands in connection with construction of the Improvements, receipt of necessary permits from appropriate regulatory agencies to fill wetlands as proposed by the Developer and approval by the Technical Evaluation Panel of the proposed mitigation plan for wetlands filling prior to any work. If these permits are denied, or approval of the wetland permit and mitigation plan is subject to conditions which significantly impact the Improvements, the final plat for the Improvements shall be resubmitted to the City Council for consideration of changes required for the wetland approvals. The City shall receive a copy of the monitoring report annually for three years. (03) Erosion Control. Prior to initiating any work on the site, the erosion control plan, Plan B, shall be implemented by the Developer and inspected and approved by the City or other regulating authority. The City may impose additional erosion control requirements if they are deemed necessary to protect the downstream waters of the state. All areas disturbed by the grading operations shall be stabilized per the MPCA NPDES Stormwater Permit for Construction Activity and the City MS4 permit. Seed shall be in accordance with the City's current seeding specification which will include temporary erosion control measures to provide ground cover as rapidly as possible. All seeded areas 6 35841508.2 shall be fertilized, mulched, and watered as necessary for seed retention and growth. The parties recognize that time is of the essence in controlling erosion. If the Developer does not comply with the MPCA NPDES Stormwater Permit for Construction Activity, the City MS4 permit, with the erosion control plan and schedule, or supplementary instructions received from the City or other regulating authority, the City may take such action as it deems appropriate to control erosion. The City will endeavor to notify the Developer in advance of any proposed action,but failure of the City to do so will not affect the Developer's and City's rights or obligations hereunder. If the Developer does not reimburse the City for any cost the City incurred for such work within ten (10) days, the City may draw down the letter of credit to pay any costs. No work on the Improvements will be allowed unless it is in full compliance with the approved erosion control plan. (04) CleanUp. The Developer shall clean dirt and debris from all streets that has resulted from construction work by the Developer, subcontractors, their agents or assigns,until all requirements of this agreement have been satisfied. Prior to any construction on the Improvements, the Developer shall identify in writing a responsible party and schedule for erosion control, street cleaning, and street sweeping. (05) National Pollutant Discharge Elimination System Requirements. Prior to the commencement of any work on the Improvements, the Developer shall provide a signed Storm Water Pollution Prevention Plan for City review and approval to control erosion from the construction site. Because the site is over one (1) acre, the Developer shall also apply for and obtain the required NPDES permit from the Minnesota Pollution Control Agency. (06) Municipal Separate Storm Sewer System Requirements. All stormwater management activities shall comply with the City MS4 permit. 12. Default. (01) Remedies. In the event of default by the Developer as to any of the work to be performed by it hereunder, the City may, at its option, perform the work and the Developer shall promptly reimburse the City for any expense incurred by the City, provided the Developer, except in an emergency as determined by the City,is first given notice of the work in default, not less than forty- eight (48) hours in advance. This Agreement is a license for the City to act, and it shall not be necessary for the City to seek a Court order for permission to enter the land owned by Developer. 13. Miscellaneous. (01) Incorporation by Reference. The exhibits to this Agreement shall be and hereby are made a part of this Agreement by reference as fully as if set forth herein in full. (02) Regulatory Compliance. The Developer represents to the City that the Improvements as- built will comply with all city, county, metropolitan, state, and federal laws and regulations,including but not limited to environmental regulations. If during construction of the Improvements the City determines that the Improvements are not in compliance, the City may, at its option, issue a stop work order until such time as the Parties agree to a remediation/construction plan to bring the Improvements into compliance. Upon the City's demand, the Developer shall cease work until the City lifts the stop work order. (03) Third Parties. Third parties shall have no recourse against the City or Developer under this Agreement. 7 35841508.2 (04) Severabilit<r. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this Agreement is for any reason held invalid, such decision shall not affect the validity of the remaining portion of this Agreement. (05) Amendments. The action or inaction of the City or Developer shall not constitute a waiver or amendment to the provisions of this Agreement. To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolution of the City Council. The Developer or the City's failure to promptly take legal action to enforce this Agreement shall not be a waiver or release. (06) Insurance. The Developer and contractor shall acquire public liability and property damage insurance covering personal injury,including death, and claims for property damage which may arise out of the Developer's work or the work of their subcontractors or by one directly or indirectly employed by any of them. The insurance must be maintained until six (6) months after the City has accepted the Improvements. Limits for bodily injury and death shall be not less than $500,000 for one person and $1,000,000 for each occurrence; limits for property damage shall be not less than $200,000 for each occurrence; or a combination single limit policy of$1,000,000 or more. The City shall be named as an additional insured on the Developer's and contractors' policies on a primary and noncontributory basis, and the Developer and contractor shall file with the City a certificate evidencing coverage prior to the start of construction. The certificate shall provide that the City must be given ten (10) days advance written notice of the cancellation of the insurance. (07) No Waiver. Each right, power or remedy herein conferred upon the City is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to City, at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by the City and shall not be a waiver of the right to exercise at any time thereafter any other right,power or remedy. (08) Assignment. The Developer may not assign this Agreement without the written permission of the City, except to its parent, subsidiary, affiliate mortgage lender or successor-in-interest pursuant to a third party sale. 14. Notices. All notices and demands specified herein shall be deemed appropriately and timely given when delivered personally or deposited in the United States mail to the addresses hereinafter set forth by certified mail (return receipt requested). The addresses of the parties hereto are as follows until changed by written notice given as above: If to the City at: City of Elk River Attn: City Administrator 13065 Orono Parkway Elk River,Minnesota 55330 If to the Developer at: Elk River Landfill,Inc. Attn: Michael Miller 22460 Hwy 169 Northwest Elk River,MN 55330 Attn: Legal Counsel 720 E. Butterfield Road, 41h Floor Lombard,IL 60148 8 35841508.2 15. Representations and Warranties. Developer represents and warrants that the person executing this Agreement on behalf of the Developer has the authority to do so and to bind Developer to the terms of this Agreement. 9 35841508.2 IN WITNESS WHEREOF,the City and Developer have caused this Agreement to be duly executed on this day and year first above written. CITY OF ELK RIVER By: John J. Dietz Its: Mayor By: Tina Allard Its: Clerk DEVELOPER: By: Its: 10 35841508.2 STATE OF MINNESOTA ) ) ss. COUNTY OF SHERBURNE ) This instrument was acknowledged before me this day of by John J. Dietz and Tina Allard,the Mayor and City Clerk,respectively,for the City of Elk River,Minnesota. Notary Public STATE OF MINNESOTA ) ss. COUNTY OF ) This instrument was acknowledged before me this day of by Notary Public This instrument was drafted by: City of Elk River 13065 Orono Parkway Elk River,MN 55330 11 35841508.2 EXHIBIT A Plans A-1 35841508.2 SIGNIFICANT INDUSTRIES INDUSTRIAL WASTEWATER TREATMENT AGREEMENT THIS Industrial Wastewater Treatment Agreement (hereinafter referred to as "AGREEMENT") is made and entered into this 7fh day of October, by and between the City of Elle River, Minnesota, a municipal corporation (hereinafter referred to as "City") and Elle River Landfill, Inc, a corporation under the laws of the State of Minnesota(hereinafter referred to as "Elk River Landfill"). WHEREAS, the City is the owner and operator of a Wastewater Treatment Plant (hereinafter "Plant") located within the City of Elk River, County of Sherburne, and State of Minnesota, which has continuous discharge to the Mississippi River, and WHEREAS, the City holds a NPDES operating permit (Permit # MN0020788) for the Plant as a part of the national and state disposal permit program administered by the Minnesota Pollution Control Agency under the Clean Water Act, as amended (33 USC 1251), MSA Chapters 115 and 116, and Minnesota Rules Chapter 7701, and WHEREAS, Elk River Landfill operates a solid waste facility which discharges leachate into the City's municipal sanitary sewer system for treatment at the City's Plant, and WHEREAS, under definitions set forth in the NPDES operating permit for the Plant, Elk River Landfill is defined as a significant industrial user, and WHEREAS, the City is required to prepare and execute an industrial wastewater treatment agreement with all significant industrial users. NOW THEREFORE in consideration of the foregoing premises and the mutual covenants and promises hereinafter set forth the parties hereto agree as follows: 1 34899386.2 10/04/2019 ARTICLE I. DEFINITIONS As used in this Agreement, unless a different meaning clearly appears from the context: A. "Act"—The Federal Water Pollution Control Act, also referred to as the Clean Water Act, as amended, 33. U.S.C. 1251 et seq. B. "City"—The area within the corporate boundaries of the City of Elle River, the City Council, it's authorized representative, or the authorized representative of the sanitary sewer district. C. "SN" means Elle River Landfill and its facility located in the City of Elle River, Minnesota. D. "MPGA" means the Minnesota Pollution Control Agency. E. "National Pollution Discharge Elimination System (NPDES)Permit"—A permit issued by the MPGA, setting limits on pollutants that a permittee may legally discharge pursuant to Sections 402 and 405 of the Act. F. "Slug" is defined as any flow rate or concentration or quantity of pollutants that may cause inhibition or disruption of the Plant. G. "Sewage" means Industrial Waste and Sanitary Sewage. ARTICLE II. AUTHORITY AND SCOPE A. This Agreement is made pursuant to the City of Elk River's Wastewater Treatment Ordinance. B. The language within the Articles of the Agreement shall have precedence over the language used within the Articles of the Wastewater Treatment Ordinance, as long as all requirements and the intent of the Wastewater Treatment Ordinance are satisfied. ARTICLE III. COLLECTION AND TREATMENT A. Elle River Landfill may discharge to the Sewerage System, and the City will meter, collect and treat Elle River Landfill sewage, as set forth in this Agreement. B. The Elle River Landfill shall collect grab samples of the leachate. 2 34899386.2 10/04/2019 C. The frequency of sampling and testing shall be as set forth in Table 1 to this Agreement. Elk River Landfill shall pay for the laboratory testing costs of the samples. Copies of all analyses and laboratory reports will be mailed to the City and Elk River Landfill directly from the testing lab. The City shall deliver to Elk River Landfill copies of all correspondence, not within the attorney-client privilege or other privilege recognized by law, to or from the City, concerning violations or potential violations of this Agreement or the Wastewater Treatment Ordinance, within two business days after the City sends or receives such correspondence. D. The City will, on a regular basis, submit to Elk River Landfill a statement setting forth any violations of quality or quantity or composition of the Sewage the SlU has discharged into the City's Sewerage System during the preceding billing report. E. The City shall add and be responsible for maintaining and repairing any metering facilities it deems appropriate and shall calibrate said facilities to operate within the manufacturers established limits of accuracy. F. Unpolluted water or storm water shall not be discharged to the sanitary sewer. Such water shall be discharged only to storm sewers or to natural outlets approved by the City and other regulatory agencies. G. Discharges of the following substances shall be limited to concentrations or quantities, which will not harm the wastewater facility, streams, soils, vegetation, ground water, and will not otherwise create a hazard or nuisance. Consideration will be given to such factors as the quantity of waste in relation to flows, velocities, materials of construction, the community's NPDES and SDS permits, capacity of the Plant, degree of treatability of wastes, and other pertinent factors. 1. Prohibited Discharges. A. Elk River Landfill shall not discharge or cause to be discharged to the collection system, either directly or indirectly, any pollutants, which may cause interference with treatment processes of the Plant, nor shall Elk River Landfill discharge or cause to be discharged any of the following described wastes or wastewater: 1) Storm water, ground water, or flow from roof runoff, subsurface drainage, downspouts, yard drains, yard fountain drains, swimming pools, ponds, or 3 34899386.2 10/04/2019 lawn sprays into any sanitary sewer. Storm water and all other unpolluted drainage shall be discharged to such sewers as are specifically designated as storm sewers or discharged to a natural outlet. 2) Any liquid having a temperature higher than 104 degrees Fahrenheit (40 degrees Centigrade). Exceptions may be granted where it has been shown that the high temperature wastewater would not cause any significant City wastewater works problems. 3) Any water or wastes which contain wax, grease or oil, plastic or other substance that will solidify or become discernibly viscous at temperatures between 32 degrees to 104 degrees Fahrenheit. 4) Any solids, liquids or gases which by themselves or by interaction with other substances may cause fire or explosion hazards, or in any other way may be injurious to persons, property, or the operator of the City's wastewater treatment facilities, including, but not limited to, waste streams with a closed cup flashpoint of not less than 140 degrees Fahrenheit (60 degrees Celsius) using test methods specified in 40 CFR 261.21. 5) Any solids, slurries, or viscous substances of such character as to be capable of causing obstruction to the flow in sewers or other interference with the proper operation of the City's wastewater treatment facilities, such as ashes, sand, mud, straw, shavings, metal, glass, rags, feathers, tar, plastics, wood, whole blood, paunch manure, hair and fleshing's, entrails, lime slurry, lime residues, chemical residues, or bulk solids. 6) Any garbage that has not been properly comminuted or shredded. 7) Any noxious or malodorous substance, which either singly or by interaction with other substances is capable of causing objectionable 4 34899386.2 10/04/2019 odors, or hazard to life; or creates any other condition deleterious to structures or treatment processes; or requires unusual provisions, alterations, or expense to handle such materials. 8) Any waters or wastes having a pH lower than 5.0 or higher than 9.0 or having any corrosive property capable of causing damage or hazards to City structures, equipment, or personnel. Exceptions may be granted where it has been shown that the high or low pH would not cause any significant City sewerage system problems. 9) Any wastes or waters containing suspended or dissolved solids of such character and quantity that unusual attention or expense is required to handle such materials in the City's wastewater collection and treatment facilities. 10) Any radioactive wastes greater than allowable releases as specified by current United States Bureau of Standards Handbooks dealing with the handling and release or radioactive materials. 11) Any waters or wastes including hazardous wastes in sufficient quantity either singularly or following interaction with any other substance to injure or interfere with any wastewater treatment process of the Plant, to constitute a hazard to humans or animals, or to create any hazard in the receiving water of the wastewater treatment facilities. 12) Free or emulsified oil and grease exceeding on analysis an average of 100 parts per million (834 pounds per million gallons) of either or both, or combinations of free emulsified oil and grease, if in the opinion of the City of Elk River Chief Operator it appears probable that such wastes: 5 34899386.2 10/04/2019 a. Can deposit grease or oil in the City's sewer lines in such a manner to clog the sewers. b. Are not amenable to bacterial action and will therefore pass to the receiving waters without being affected by normal wastewater treatment processes of the Plant. c. Can have deleterious effects on the treatment process. 13) Materials which exert or cause: a. Unusual concentrations of solids or composition; as for example, in total suspended solids of inert nature (such as Fuller's Earth) and/or in total dissolved solids (such as sodium chloride or sodium sulfate). b. Excessive discoloration. c. Unusual biochemical oxygen demand or unusual immediate oxygen demand. d. High hydrogen sulfide content. 14) Molybdenum based wastes, including, but not limited to, cooling tower chemical additives, boiler additives, antifreeze, and lubricants. 15) Any discharge that would cause the City to violate the requirements of its NPDES permit. 16) "Slugs" of waste or wastes to the collection system which may be harmful to the operation of the treatment plant. Where, in the opinion of the City engineer, slugging does occur, Elk River Landfill shall construct and maintain, at their own expense, a storage reservoir of sufficient capacity with flow control equipment to ensure an equalized discharge over a 24- hour period. B. The City retains the right, upon written notice, to restrict any discharge from Elk River Landfill should a prohibited material that interferes with the treatment capability of the wastewater treatment plant or causes an NPDES permit violation be discharged or cause to be discharged by Elk River Landfill 6 34899386.2 10/04/2019 to the City's wastewater collection system, until Elk River Landfill demonstrates to the City that suitable precautions have been implemented to assure future discharges are within allowable limits prescribed in this Agreement. C. The City also retains the right, upon written notice, to restrict any discharge from Elk River Landfill to the wastewater treatment plant if deemed necessary by City to perform maintenance or repairs to the City's wastewater system or the wastewater treatment Plant. The City shall provide 48 hours notice of such a restriction, unless the City determines that an immediate halt to discharges is necessary. 2. Allowable Discharges. Elk River Landfill will discharge into the City's wastewater treatment system only such allowable substances as are permitted by the City's Wastewater Ordinances and all applicable MPCA regulations. For the purposes of this Agreement, such discharges are anticipated to be such wastewater discharges as are typically generated in the usual and customary procedures employed by Elk River Landfill. The Final Discharge Limits allowed pursuant to this Agreement are set forth in Table 1. The discharge limitations contained in this Agreement shall supersede any limitations of these parameters contained in the City's Wastewater Ordinance. ARTICLE IV. WASTEWATER USER CHARGES A. Sewer Availability Charge. As provided in the Utility Installation Agreement entered into between City and Elk River Landfill, Elk River Landfill shall pay the City a one- time sewer availability charge (SAC) of One Hundred Fifty-Six Thousand Dollars ($156,000) for their new direct connection of the private line to the public system. The SAC is payable over a five-year term which carries a four percent (4%) annual interest rate on the unpaid balance. SAC 7 34899386.2 10/04/2019 payments are due annually on the day and month that this Agreement takes effect (2019, 2020, 2021, 2022, 2023). B. Leachate Treatment Fees. 1. Leachate Treatment Rate. Elle River Landfill shall pay for the City's treatment of leachate at the Plant. The initial Leachate Treatment Rate shall be $0.013 per gallon. This rate will increase annually, on the anniversary date of this Agreement, by three percent (3%) (rounded to the nearest 0.000). 2. Leachate Treatment Rate Adjustments. Beginning on the fifth (5th) anniversary of this Agreement, and on every fifth (5th) anniversary thereafter, City shall have the right, in its sole discretion, to adjust the Leachate Treatment Rate to reflect changes in the City's MPCA NPDES Permit for the Plant, changes in the composition of the leachate, or any other factor which impacts the City's cost to treat the leachate. The three percent (3%) annual increase shall then be applied to the adjusted Leachate Treatment Rate. 3. Notice. Prior to increasing the Leachate Treatment Rate, City shall provide ninety (90) days' advance written notice to Elle River Landfill of the proposed increase and shall provide Elle River Landfill the opportunity to meet with City to discuss the factors which require the proposed increase. 4. Payment. Wastewater user charges shall be payable within sixty (60) days after receipt of the City's charge bill to Elle River Landfill. Failure by Elle River Landfill to pay charges when due shall authorize City to discontinue, upon five (5) business days' written notice to Elle River Landfill, accepting leachate at the WWTP until such time as Elle River Landfill pays the City the past due charges. ARTICLE V. TERM OF AGREEMENT A. Initial Term. The responsibilities defined in this Agreement shall be effective on the date that Elle River Landfill begins discharging wastewater into the City's wastewater system though a pipeline, and this Agreement shall remain in effect for twenty (20) years from that date. B. Renewal Terms. This Agreement shall automatically renew for additional twenty (20) year terms upon the expiration of the initial term, unless either party notifies the other in writing, at least six (6) months prior to the expiration of the initial or any renewal term, that it will not be renewing this Agreement. s 34899386.2 10/04/2019 C. Termination by Elk River Landfill. Notwithstanding Sections V(A) and (B) above, Elk River Landfill may terminate this Agreement at any time, upon not less than six (6) months' advance written notice, if necessary to effectuate the sale of Elk River Landfill or a controlling interest in Elk River Landfill. D. Termination by City. Notwithstanding Sections V(A) and (B) above, City may terminate this Agreement at any time, upon not less than six (6) months' advance written notice, if the City determines, in its sole discretion, that it is no longer able to treat leachate at the Plant due to unexpected changes in the composition of the leachate, unexpected impacts of the leachate on the Plant, new limitations on the discharge from the Plant as set forth in a renewal of the City's NPDES permit for the Plant, other changes in governmental regulation, or any other factor. City and Elk River Landfill shall meet periodically to discuss issues related to the physical equipment and operation of the Plant and the Plant's ability to accept leachate. E. Reimbursement Upon Termination. If this Agreement is terminated by City pursuant to Section V(D) above within the initial Term, City shall reimburse Elk River Landfill for a portion of the costs of installing the Leachate Conveyance System described in the Utility Installation Agreement entered into between the parties, as follows: 1. If this Agreement is terminated by City within five (5)years of the date that Elk River Landfill begins discharging wastewater into the City's wastewater system, City shall reimburse Elk River Landfill in the amount of$2,000,000. 2. If this Agreement is terminated by City between five (5) and ten (10) years after the date that Elk River Landfill begins discharging wastewater into the City's wastewater system, City shall reimburse Elk River Landfill into amount of$1,500,000. 3. If this Agreement is terminated by City between ten (10) and fifteen (15) years after the date that Elk River Landfill begins discharging wastewater into the City's wastewater system, City shall reimburse Elk River Landfill in the amount of$1,000,000. 4. If this Agreement is terminated by City after this Agreement has been in effect for fifteen (15) years, and before the expiration of the initial Term set forth in Section V(A) above, City shall reimburse Elk River Landfill in the amount of$500,000. 5. Reimbursement payments pursuant to this Section V(E), if any, shall by payable over a five-year term which carries a four percent (4%) annual interest rate on the unpaid balance. The first payment shall be made on the effective date of the termination and the remaining payments shall be made annually thereafter. 9 34899386.2 10/04/2019 ARTICLE VI. MISCELLANEOUS PROVISIONS A. The City will keep books, records and accounts in which complete entries shall be made available of all transactions and costs relating to the City's Sewerage System. The books, records and accounts shall at all reasonable times be subject to inspection and copying by any party to this Agreement. Elk River Landfill may from time to time review such books and records. The City shall also provide to Elk River Landfill such information regarding the design or other technical information regarding the City Treatment Plant and its Sewerage System as Elk River Landfill may request from time to time. B. The City and Elk River Landfill warrant that each has right, title and authority to enter into this Agreement and to perform each and every term, covenant and condition in it. C. The City and Elk River Landfill agree that this Agreement, together with the Utility Installation Agreement and the License Agreement entered into by the parties on this date, and the exhibits attached to each, embody the entire understanding between the parties and supersede all prior understandings and agreements related to the subject matter and that no prior or contemporaneous oral or written understandings of the parties shall be applicable hereto except as specifically set forth herein. Nothing in this Agreement shall prohibit the City from adopting and enforcing ordinances rules or regulations providing for pretreatment of Sewage, exclusion of Sewage, or the establishing of sewerage user charges periodically, provided that no such action shall affect Elk River Landfill's rights hereunder. D. Except as otherwise expressly provided herein, this Agreement may not be amended, changed or modified unless the amendment, change or modification is in writing and signed by both parties. E. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given if and when delivered or mailed, postage prepaid, by certified or registered mail, to: (1) City of Elk River Attn: Chief Wastewater Operator 13065 Orono Parkway Northwest Elk River, MN 55330 (2) Elk River Landfill Attn: Michael Miller 22460 Hwy 169 Northwest Elk River, MN 55330 10 34899386.2 10/04/2019 (3) Attn: Legal Counsel 720 E. Butterfield Road, 4th Floor Lombard, IL 60148 F. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Subject to paragraph VLL, remedies provided in this Agreement are not exclusive of any other rights or remedies that might be available to the parties at law or in equity. G. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns, except as herein limited. H. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. L If a dispute occurs between Elle River Landfill and the City regarding monitoring data or its interpretation or use under this Agreement, Elle River Landfill may request the City to obtain an opinion from the City's engineer regarding such dispute. Upon the request of Elle River Landfill, the City shall provide the opinion of its engineer to Elle River Landfill in an attempt to resolve the dispute. If the dispute continues to occur between Elle River Landfill and the City, an independent professional engineer experienced in municipal sanitary engineering not regularly within the employ of the either the City or Elle River Landfill shall be designated by the City and Elle River Landfill to review the matter in dispute and issue a technical opinion thereof. The City and Elle River Landfill shall agree on the selection of such engineer. If the technical opinion of the independent professional engineer substantially conforms to the opinion of the City and its consulting engineer, the cost for such review shall be borne in its entirety by Elle River Landfill. If the technical opinion by the independent professional engineer substantially conforms to the position of Elle River Landfill, the cost for such review shall be borne in its entirety by the City. J. Elle River Landfill warrants and represents that the person executing this Agreement on its behalf has the authority to do so and to bind Elle River Landfill to the terms of this Agreement. 11 34899386.2 10/04/2019 IN WITNESS WHEREOF the parties have hereunto executed this agreement the date and year first above written. CITY OF ELK RIVER By: Mayor By: City Clerk ELK RIVER LANDFILL By: Its: 12 34899386.2 10/04/2019 Table 1 SIU Discharge Limits Elk River Landfill,Inc. City of Elk River,Minnesota Final Discharge Limits Effluent Parameter Maximum Maximum Maximum Type of Frequency of Daily Monthly Daily Sample Sampling Discharge Average Discharge Strength Load Load Flow - 35,000 gpd 35,000 gpd* Continuous Continuous Alkalinity,Total Monitor Only Monitor Only Monitor Only Grab 1 X Month Chemical Oxygen Demand 13,000 mg/L 3,795 lbs/day 4,935 lbs/day Grab 1 X Month (COD) Chloride 3,000 mg/L 876 lbs/day 1,140 lbs/day Grab 1 X Month Nitrogen,Ammonia(NH4-N) 2,450 mg/L 715 lbs/day 930 lbs/day Grab 1 X Month Nitrogen,Total Kjeldahl 2,450 mg/L 715 lbs/day 930 lbs/day Grab 1 X Month (TKN) PH 6.0-9.0 - - Grab 1 X Month Phosphorus(P) 15 mg/L 4.5 lbs/day 6.0 lbs/day Grab 1 X Month Total Suspended Solids(TSS) Monitor Only - - Grab 1 X Month Sulfate(SO4) 105 mg/L 31 lbs/day 40 lbs/day Grab 1 X Month Arsenic Monitor Only - - Grab 1 X Year Boron Monitor Only - - Grab 1 X Year Cadmium Monitor Only - - Grab 1 X Year Calcium Monitor Only - - Grab 1 X Year Chromium Monitor Only - - Grab 1 X Year Copper Monitor Only - - Grab 1 X Year Lead Monitor Only - - Grab 1 X Year Magnesium Monitor Only - - Grab 1 X Year Mercury Monitor Only - - Grab 1 X Year Molybdenum Monitor Only - - Grab 1 X Year Nickel Monitor Only - - Grab 1 X Year Potassium Monitor Only - - Grab 1 X Year 13 34899386.2 10/04/2019 Selenium Monitor Only - - Grab 1 X Year Sodium Monitor Only - - Grab 1 X Year Zinc Monitor Only - - Grab 1 X Years *Higher flow can be discharged as long as the Maximum Daily Discharge Loads are being met. 14 34899386.2 10/04/2019 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made this 7th day of October, 2019, by and between the CITY OF ELK RIVER, MINNESOTA, a Minnesota municipal corporation ("Licensor") and ELK RIVER LANDFILL, INC., a Minnesota corporation ("Licensee"). RECITALS A. Licensor is the owner of the property described on Exhibit A attached hereto which is commonly known as the right of way for the Great Northern Trail ("GNT"), and is located in the City of Elk River, County of Sherburne, State of Minnesota(the "Property"). B. Licensor and Licensee have concurrently entered into a Utility Installation Agreement ("Utility Agreement") providing for the installation of an underground Leachate Conveyance System ("LCS") to pipe leachate under the GNT from Licensee's Landfill to Licensor's Wastewater Treatment Plant ("WWTP"). C. Licensor and Licensee have also concurrently entered into a Significant Industries Industrial Wastewater Treatment Agreement ("SN Agreement") providing for treatment of Licensee leachate at Licensor's WWTP. D. Pursuant to the Utility Agreement, Licensor will take ownership of a portion of the LCS upon its completion and acceptance by Licensor, and Licensee will retain ownership of the balance of the LCS. E. The purpose of this Agreement is: 1. to grant Licensee the right to enter upon the Property for the purposes of installing the LCS; and 2. to grant Licensee the right to own, operate and maintain that portion of the LCS which Licensee will retain ownership of. NOW, THEREFORE, in consideration of the Recitals and the agreements contained herein, Licensor and Licensee agree as follows: 1. Installation License. A. License. Licensor hereby grants to Licensee, its Agents, Contractors and Employees, subject to the terms and conditions of this Agreement, a non-exclusive license (the "Installation License") to enter upon the Property for the purpose of installing the LCS pursuant to, and subject to the terms of, the Utility Agreement. B. Term. The Installation License shall take effect upon execution of this Agreement and shall terminate upon acceptance by Licensor of the LCS as provided in the Utility Agreement, unless sooner terminated as hereinafter provided. C. Permitted Uses. Licensee's use of the Property pursuant to the Installation License shall be limited to installation of the LCS pursuant to the terms of the Utility Agreement. D. Termination. The Installation License shall automatically terminate if the Utility Agreement is terminated pursuant to its terms. E. Warranty Repairs. In addition to the LCS License granted in paragraph 2 below, Licensee shall have the right, with Licensor's written approval, to enter upon those portions of the Property outside of LCS License Area to complete warranty repairs to the LCS as required by the Utility Agreement. Licensor's written approval to enter the Property to make warranty repairs will be subject to such conditions as Licensor requires, in its sole discretion, to protect public safety and the public's right to access and use of the GNT for recreational uses, including conditions related to timing, staging, etc. In the event of an emergency, Licensee shall have the right of immediate access to commence warranty repairs, but shall notify Licensor as soon as possible regarding the need to do so and shall follow Licensor's directions regarding repair of the LCS and restoration of the GNT. F. Post Warranty Repairs. After expiration of the Warranty Period, as provided in the Utility Agreement, repair of those portions of the LCS outside of the LCS License Area shall be the responsibility of Licensor. However, Licensor may grant Licensee, upon Licensee's request, permission to enter the Property to make repairs to the LCS. Such permission must be in writing, and will be subject to such conditions as Licensor may require, in its sole discretion, to protect public safety and the public's right to access and use of the GNT for recreational uses, including conditions related to timing, staging, etc. 2. LCS License. A. License. Licensor hereby grants to Licensee, its Agents, Contractors and Employees, subject to the terms and conditions of this Agreement, a non-exclusive license (the "LCS License"), to enter upon and use that portion of the Property depicted as the "LCS License Area" on Exhibit B attached hereto for the purpose of installing, 2 inspecting, monitoring, operating, maintaining, repairing and/or replacing that portion of the LCS which will be owned by Licensee. B. Term. The LCS License shall take effect upon acceptance by Licensor of the LCS and shall remain in effect permanently, unless sooner terminated as hereinafter provided. C. Permitted Uses. Licensee use of the LCS License Area shall be limited to installing, inspecting, monitoring, repairing, replacing, ownership, operation and maintenance of the portion of the LCS located within the LCS License Area. All improvements installed, operated and maintained by Licensee within the LCS License Area shall be underground. Under no circumstances, at any time, shall Licensee place any equipment or permanent structures above ground on the LCS License Area, except for markers or notices required by law. D. Termination. The LCS License shall automatically terminate if the SIU Agreement is terminated. Termination of the LCS License shall be effective at the same date and time as termination of the SIU Agreement. If a non-party to this Agreement successfully challenges Licensor's ownership of the Property resulting in the termination of this Agreement, the Reimbursement upon Termination provisions set forth in Section V.E. of the SIU Agreement shall take effect as if Licensor had terminated the SIU Agreement. E. Maintenance, Repair and Replacement. Upon initial completion of the LCS, and acceptance by Licensor of Licensee's repair of the GNT following construction, Licensee may maintain, repair or replace the LCS, but may not excavate within the LCS License Area, or anywhere else on the Property, without prior written approval of Licensor. Such approval shall be subject to a condition that Licensee fully restore the GNT and the LCS License Area to its prior condition upon completion of maintenance, repair or replacement activities. F. Relocation. If Licensor determines, in its sole discretion, that it is necessary to relocate the LCS within the LCS License Area, Licensee shall be obligated to do so within 365 calendar days of receipt of written notice from Licensor to do so, weather permitting. This Agreement grants Licensee the right to excavate within the LCS License Area for the purposes of such a relocation, but only pursuant to plans approved in writing by Licensor in advance of any construction activities, and subject to a requirement that the GNT and the LCS License Area be restored to its prior condition upon completion of the relocation. G. Limitation of Liability. Licensee acknowledges that its use of the LCS License Area is subject to: (i) Licensor's and the public's right to access and use of the GNT and the LCS License Area at any time for recreational purposes, and (ii) for activities related to the installation, operation, maintenance, repair or replacement of the GNT and any other facilities or utilities located now or in the future in the LCS License Area. Licensee acknowledges that the installation, operation, maintenance, replacement and/or repair of the GNT and/or other facilities by Licensor may impact Licensee's use 3 of the LCS License Area. Licensor shall not be responsible or liable to Licensee, or anyone claiming by or through Licensee, for any loss or damage to Licensee or its property, and Licensee assumes all risk of loss or damage to Licensee's property located in the LCS License Area. H. Indemnity. Licensee shall defend, indemnify and save Licensor and its officers, employees and agents harmless from and against all liabilities, losses, obligations, claims, suits, damages, penalties, causes of action, costs and expenses (including without limitation, court costs and reasonable attorneys' fees) arising from or relating to Licensee's use, occupancy or operations within the LCS License Area, or any failure on the part of Licensee to perform or comply with any terms of this Agreement, or any injury, death, disability or damage to any person or property occurring in or on the LCS License Area in connection with Licensee's use of the LCS License Area, or any act or omission by Licensee or its officers, employees, contractors or agents or anyone claiming by or through them. The foregoing indemnification does not apply to any liability, cause of action, expense or cost suffered or incurred by Licensor as a result of the gross negligence or willful misconduct of Licensor, its officers, employees, agents or contractors. L Environmental Compliance. Licensee covenants, represents and warrants to Licensor: (i) that it will not use or permit the LCS License Area to be used, whether directly or through contractors or agents of Licensee, other than in full compliance with all federal, state or local laws, regulations, ordinances or requirements governing the installation and operation LCS; and (ii) that Licensee's operations in the LCS License Area will have all required federal and state approvals. Licensee shall not be responsible for remediation of any environmental agent or hazard introduced into the LCS License Area by the Licensor, the public and/or other licensees. J. Compliance with Laws. Licensee shall not commit, or permit its employees, contractors or agents to commit, any act or omission on the LCS License Area in violation of any statute, regulation or ordinance of any governmental body or which will be in violation of any insurance policy carried on the LCS License Area by Licensor. K. Insurance. Licensee shall maintain commercial general liability insurance against claims for personal injury, death or property damage occurring upon, in or about the License Area, such insurance to afford protection to the limit of not less than $1,000,000.00 in respect to injury or death to a single person, and to the limit of not less than $2,000,000.00 in respect to any one accident, and to the limit of not less than $500,000.00 in respect to any property damage, and shall name Licensor as an additional insured. All policies of insurance shall be written in companies that are qualified to do business in the State of Minnesota with a minimum AM Best Rating of at least A-. Licensee shall procure and deliver to Licensor certification from the respective insurance companies indicating that the insurance to be maintained by Licensee is in force. During the term of this Agreement, upon request by Licensor, License shall procure and deliver 4 to Licensor updated certifications from the respective insurance companies indicating that the insurance to be maintained by Licensee is in force. Licensee shall notify Licensor if any of the required coverage is cancelled or terminated. L. Gopher One Call. Licensee shall register that portion of the LCS located in the LCS License Area with Gopher State One Call, and shall respond to requests for location of the LCS as required by Gopher State One Call and applicable laws and regulations. 3. Miscellaneous Provisions. A. No Interest in Property. Licensee acknowledges and agrees that this Agreement does not grant Licensee any estate or other interest in the Property or any part thereof, including the LCS License Area, except the Licenses expressly described herein. B. Assignability. This Agreement, and the Licenses herein granted, may not be assigned or transferred to any third party by Licensee without the prior written approval of Licensor, and shall automatically terminate if any assignment is executed without written approval; provided, however, Licensee may assign and/or transfer this Agreement and the Licenses herein granted to its parent, subsidiary, affiliate, mortgage lender or successor-in-interest pursuant to a third party sale. Licensor's sale or conveyance of any or all of the Property to a third party shall not terminate this Agreement. C. Entire Agreement. This Agreement, including the recitals, together with the Utility Agreement the SN Agreement, and the exhibits attached to each, incorporated herein, embody the entire understanding between the parties and supersede all prior understandings and agreements related to the subject matter. This License cannot be amended, altered or modified, and no provisions can be waived, unless the amendment, change or modification is in writing and signed by both parties. D. Benefit. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. E. No Waiver. No waiver of any breach or any agreement, covenant or restriction contained herein shall be construed to be a waiver of any other or future breach of the same or other covenants or restrictions. F. Notice Addresses. All notices shall be sent by registered or certified mail addressed as follows: Licensor: City Engineer City of Elle River 13065 Orono Parkway Elle River, MN 55330 5 Licensee: Elle River Landfill with a copy to: Waste Management of Minnesota, Inc. Attn: Corporate Real Estate 720 E. Butterfield Road, 4th Floor Lombard, IL 60148 Either party may, by such notice, designate a new or other address to which notice may be mailed. G. Heading and Captions. The headings and captions of the paragraphs and subparagraphs of this Agreement are inserted for convenience and reference only and shall not constitute a part of this Agreement or a limitation on the scope of any paragraph or subparagraph. H. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability in such jurisdiction without invalidating the remainder of this Agreement in such jurisdiction or any provision hereof in any other jurisdiction. L Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. J. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota. K. Authority. The parties each warrant and represent that the person executing this Agreement on its behalf has the authority to do so and to bind said party to the terms of this Agreement. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. 6 LICENSOR: CITY OF ELK RIVER By: Its: Mayor By: Its: City Clerk STATE OF ) ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2019, by , its Mayor and its City Manager for the CITY OF ELK RIVER, a Minnesota municipal corporation, on behalf of the corporation. Notary Public S-1 LICENSEE: ELK RIVER LANDFILL, INC. By: Name: James A. Wilson Title: Vice President STATE OF ILLINOIS ) ) SS COUNTY OF DUPAGE ) The foregoing instrument was acknowledged before me this day of 2019, by James A. Wilson, the Vice President of Elle River Landfill, Inc., a Minnesota Corporation. Notary Public My commission expires: Drafted by: City of Elle River 13065 Orono Parkway Elle River, MN 55330 S-2 EXHIBIT A Description of Licensor's Property A-1 EXHIBIT B Depiction of the Property and the LCS License Area B-1 - m 01 +a V �Z w< W _ QW LL gW W J a z Z 2E Q Lu I m - O v~i o a a F w > J Q 6 abMN91H 5�. 6g z l.7 inbMti��Hsn u s N a Z Z Q z ° Nd u WozZ z Z o az w — < O ' F— < z L �� a _ �o �W X v J O 0� g Nno ©� u z � WV) z Q O W z m M N 3 U LL;z m LU a� r �z o s ; �J o z_o_ ' _.. u jl- z W �a o W i go zp �) >o w a oo�z- /� " 3 0 .-5e a f d mom z F a a - oLL - w3�oo - g3 w oa � Nouz �., z `zr WRQ r�3i _w Iz io2¢¢°fz -- - - V' V' V' d'a ga >>0000 - r o a� �n mi��3o Y �s�szziao ap_ of �3mv 0 w z- - - - w u F p s > a k jF as OF E o >f o 3¢w m o a a ao W o J < ?go So z p k 3 0 a o j 5 -H_ n �o o k� aoz �G a> - ~�� o m aaammQ�zm uuuuuu�o�zu�000 Www wwwn a,. � ti xw� ow ,w> w ¢ aaammmmms ,,, uu saoow wWwww __ �e uz� _ - - - c a _ _r 2 2 w w E f w w zI ¢ 0 3 ¢n n 3 3 a G 3 3 s F f z a m mg 8 to .x¢ oz ( I1 lI � nwaaaa¢ W Z rIT � I � � moi a , rA A �= I I T ^ I O I I m u w p w Z \7 - ls" JO _ s o Iz o - - - > 3 s f - G o o r a 0 0 m _ i m F V a ¢ = 5 w ¢ a 3 a _ ¢ z _ OF - v a - - 3 N o j F z o G - Z - E3 ® c* 9➢ 4 �, o W a Q; r_ o O # oo © � o � © cz \PA V)uvdA Av v 0 z� z 10 zhe OW \\\\\\\\\ \a\\\ \ J E moo \ v ,t xt � m ani rn as X1, m I E'bE6 a a vv 06 EEGo `M \ �! 1 ase£6 Z p o Al c i 61 az o Z o >w= TE tIV v�v p 0 wo e w vp�p a � L1V 1 � C7 d — fee J ya1 �n `� T F§,i _ I �V 4• r hi q W o 0 a ao a pF 6Z6V-11111�1'101.11 31 N 3 6 o \\1 I V- _ _ \.., r � ST 6Z6 O Z hG i\\1\`j�1 �Ay, 'F rte✓ b�a1 r� k � p` LL I I fL 82fi n wJE 6 Z a Q food od e6'LZ6 6 a I sI 5..9Ea t,LZ6 wi x �M 6 LZ6 e � \ WN a SE.9Z6 j I 6 ii.GZG F 1 o a P2Is 1 svv wl rsVv\i --- s s66 8 o vh �@ f� \Aulzy, ecbz6 R @vvv s 1 96626 .,sa vGE w �l vA\�� _ � o a ago v w 6 P �v vv 86£b6 l m rn EZ EVE OS Ebb� \ m \ t Vow m n a L]O Z a 6 Z06 W a� v y �p4ata� � m \ ilvty tv v Att i 69Ib6 � I 6Ib6 II vv t v Z zb obs W �\ MZZ LU abr, J \ M o m Meg 1 \tt i TT I \ vL I c LS LEE s s t _ E LS6 0 \ � I IEE - 69EEE o 8z m 9 SEE I Lfi SE6 0 \ e a1 5 oscs I e N \ VFa\ < 69 bE6o , t m n w of v 4 01 W W Ol Ol O? 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Issue Date: January 1, 2020 Expiration Date: December 31, 2020 Error!Unknown document property name. Special Wastewater Discharge Permit City of Elk River Wastewater Treatment Facility 208 Railroad Dr NW, Elk River,Minnesota 55330 763-635-1000 PERMITTEE NAME: Elk River Landfill, Inc. FACILITY ADDRESS: 22460 US Highway 169, Elk River, Minnesota 55330 PROCESS DISCHARGE: Leachate from Elk River Landfill ISSUE DATE: January 1,2020 EXPIRATION DATE: December 31,2020 The above named Permittee Is hereby authorized to discharge leachate from the above identified facility into the City of Elk River sewerage system in accordance with the effluent limitations, monitoring requirements and other conditions set forth In this permit, All discharges authorized herein shall be consistent with the terms and conditions of this permit.The discharge of any pollutant identified In this permit more frequently than or at a level in excess of that authorized shall constitute a violation of the permit and ability of the City to terminate Immediately, The Permittee shall not discharge after the date of expiration. If the Permittee wishes to continue to discharge after this expiration date,a permanent piped system shall be In place and operational which transports the leachate from the landfill directly to an agreed upon location in the sewerage system. In the event of any accidental discharge,spill,or bypass,the Permittee shall IMMEDIATELY notify the Minnesota State Duty Officer at 800-442-0798 and report the facility address and other pertinent information.The Permittee shall also immediately report the same information to the wastewater treatment facility(763-635-1171). If no one Is there,then the Permittee must contact the City of Elk River Police Dispatch (911). Issued by the City of Elk River By: By: City of Elk River Community City of Elk River Wastewater Treatment Operations Director Facility Chief Operator Permittee Name Permittee agrees to abide by all the terms and conditions of this permit and to abide by all applicable City of Elk River ordinances. Elk River Landfill, Inc. By: (Signature) Address: Print Name: Title: Phone: 2 Error!Unknown document property name. Part 1-APPLICABLE DISCHARGE LIMITATIONS Section 1-City of Elk River Pretreatment Standards A. The Permittee shall comply with all applicable regulations and standards contained in Chapter 78: Article III,of the City of Elk River Municipal Code. Section 2-Specific Applicable Discharge Limitations for Permittee A. Permittee Limitations: All wastewater discharged to the City of Elk River Wastewater system by the Permittee shall not exceed the following discharge limitations: 35,000 gallons of leachate per day with concentration parameters that are consistent with those identified in the Waste Management Leachate Study,June 2015 (Attachment A)and the Waste Management Leachate Pilot Study, December,2016{Attachment B). B, Other Requirements: 1. The hauled in leachate shall be discharged to a receiving station,constructed and maintained by the Permittee, north of the City of Elk River Maintenance facility located at 1900 Proctor Road. This location is shown on Attachment C. PART 2-MONITORING AND REPORTING REQUIREMENTS Section 1-Monitoring and Sampling Requirements The following are the specific monitoring point location-(s),sampling collection frequency,volume determination,sample compositing,and If necessary the calculation methods required by this Permit. Representative wastewater samples shall be collected by the Permittee in accordance with the following requirements: A. The Permittee shall monitor its wastewater discharges subject to regulations under Part 1 of this permit to ascertain compliance with the applicable limitations. The permittee shall provide monitoring reports for its wastewater four times per year showing compliance with all parameters as listed on Page 6 of this agreement.The City shall have the ability to order additional testing,or select trucks from which testing will be completed, B. Sampling shall conform to the following guidelines: 1. Each sample shall be properly preserved and must meet the appropriate holding times. 2. For grab samples to be collected and analyzed,a minimum of A grab samples shall be collected and composited Into a single grab sample for analysis. 3. Results shall be reported to the City of Elk River Wastewater Treatment Facility Chief Operator. C. Analysis of samples collected shall be performed in accordance with 40 CFR, Part 136 and amendments thereto. Holding and preservation of collected samples shall be as specified in 40 CFR, Part 136 and amendments thereto. Pollutant analyses are to be performed by an accredited laboratory certified by the State of Minnesota. D. Definitions: 1. Composite Sample.A sample that is collected over time,formed either by continuous sampling or by mixing discrete samples. The sample may be composited either as a time composite Error!Unknown document property name. sample:composed of discrete sample aliguots collected in one container at constant time intervals providing representative samples irrespective of stream flow:or as a flow proportional composite sample: collected either as a constant sample volume at time intervals proportional to stream flow,or collected by increasing the volume of each aliquot as the flow increases while maintaining a constant time interval between the aliquots(minimum of 4 samples per hour). 2. Grab Sample.An individual sample collected in less than 15 minutes, without regard for flow or time. Section 2-Reporting Requirements A. Monitoring reports(original laboratory report)shall be submitted quarterly(4 times per year)to the City of Elk River Wastewater Treatment Facility Chief Operator. Reporting Period Report Due to Citv bv: January 1-March 31 April 30 April 1-June 30 July 31 July 1—September 30 October 31 October 1-December 31 January 31 B. All reports required by this permit shall be submitted to the City of Elk River,Wastewater Treatment Facility Chief Operator,248 Railroad Dr. NW, Elk River, MN 55330. PART 3-GENERAL CONDITIONS A. City of Elk River has approved the discharge of leachate from Elk River Landfill, Inc. into the City of Elk River Wastewater sewerage system on a routine basis. This discharge is subject to all appropriate operational and financial conditions set forth with this agreement. B. Records of loads hauled to the City of Elk River Wastewater Treatment Plant shall be maintained by the Permittee. C. The "Hauled in Waste Disposal Record for Elk River Landfill, Inc."form attached to this permit shall be used for recording the delivery date and volume of every truck load to the City. This form shall be sent monthly to the City for billing purposes to the address as described in Part 2,Section 2. B. This disposal record form shall be submitted by the 15'"of every month to report the previous months discharge. D. The quantity of wastewater discharged shall not exceed the limit detailed in Part 1,Section 2.A of this agreement and be discharged between the hours of 5:00 AM and 5:00 PM Monday through Sunday. Non business day, business hours(M-F 6:OOam -3:OOpm) hauling will be permitted if no operational problems or public concerns develop. If problems or concerns arise,the City will work with the Permittee,to amend hauling hours that work for both parties. The waste hauler shall discharge contents into the Permittee provided storage tank and be metered into the City system as determined by the WWTF Chief Operator. E. In non-emergency situations,all contact with the City of Elk River shall be directed towards the Wastewater Treatment Facility Chief Operator,248 Railroad Dr. NW, Elk River, MN 55330. F. The Permittee shall not knowingly make any false statement, representation or certification in a record, report,plan or other document submitted to the City of Elk River. G. Permittee shall not discharge any material which is likely to cause Interference, pass-through,or operational problems of the City of Elk River,Wastewater Treatment Facility or which violates applicable state or federal laws or requirements. H. The Permittee shall not Increase the use of potable or processed water,or,in any way,attempt to dilute a discharge as a partial or complete substitute for adequate treatment to achieve compliance with the limitations contained in this permit. I. The Permittee shall retain for three years any records,documents,reports,correspondence and any summaries thereof relating to monitoring,sampling,and chemical analyses made by or on behalf of 4 Error!Unknown document property name. any discharger In connection with its discharge. J. The terms and conditions of this permit may be subject to modification by the City of Elk River at any time as limitations or requirements as identified in Chapter 78,Article III of the City of Elk River Municipal Code,or modified if other just cause exists. Any modification which results in new conditions in the permit shall include a reasonable time schedule for compliance If necessary. K. All reports required by this permit shall be signed by a principal executive officer of the Permittee,or his/her designee. Complete and sign the enclosed Designation of Authorized Representative for Submittal of Industrial Waste Discharge Reports form and mail to the WWTF. L. All sampling and analysis required by this permit is the responsibility of the Permittee. The costs of additional sampling and analysis performed by the City of Elk River or by a city contracted laboratory which is required for investigation of plant upsets,violation or regulations or regulatory agencies will be charged back to the Permittee. M. The Permittee Is found to be In non-compliance If a measured or calculated value falls outside the allowable values in the Table as described in Part 1 Section 2A of this Permit. A penalty will apply as determined by the City for costs incurred to handle the violation. N. The Permittee shall notify the Wastewater Treatment Facility Chief Operator before discharging to the city system. O. The City of Elk River reserves the right to restrict the discharge of leachate to specific time periods in order to avoid system overloads,treatment plant upsets,odors or violations. P. City of Elk River reserves the right at any time,for any reason,to discontinue privileges to discharge to our facilities.As the plant nears full capacity or the leachate proves to adversely affect the treatment facility,its effluent quality,its biosolids production,and the receiving stream,the acceptance and treatment of the landfill leachate would have to be terminated. Q. The User must have an alternative disposal site in the event the City of Elk River WWTF is unable to accept the wastewater.The name and location of the alternate site must be furnished to the City. R. If the City of Elk River determines, in Its sole discretion,to restrict or terminate the right to discharge the leachate to City's facilities under the terms of this Permit,the City shall have no liability whatsoever to the User for any additional costs to User as a result of the User's need to find an alternate site for disposal of the leachate. PART 4-FEES FOR DISPOSAL A, An annual Special Discharge Permit Fee of$1,000 will apply and shall be paid at time of execution of the agreement.This fee is expected to cover increased administration cost of the City for review of laboratory reports and billings. B, Charges for treatment will be based upon flow provided the leachate concentrations are consistent with loadings set forth in Attachments A and B. C, Costs for treatment are as follows: Year Cost per Gallon of Leachate 2020 $0.0130 Error!Unknown document property name. Sampling Requirements Sample Location: Onsite Holding Tank or Truck Load Analytical Methods shall meet EPA protocol (Code of Federal Regulations Part 136). Minimum Sample Parameter Description Collection Frequency Units Arsenic,Cadmium,Chromium, Copper, Lead, Molybdenum, Four Samples Per Year mg/I Nickel,Selenium,Silver, Zinc Mercury Four Samples Per Year ug/I Total Cyanide One Sample Per Year mg/I Ammonia (as Nitrogen) Four Samples Per Year mg/I Total Kjeldahl Nitrogen Four Samples Per Year mg/I Total Suspended Solids Four Samples Per Year mg/I PH Four Samples Per Year SU TBOD5 Four Samples Per Year mg/I Phosphorus Four Samples Per Year mg/I Bicarbonates Four Samples Per Year mq/L Chloride Four Samples Per Year mg/I Hardness Four Samples Per Year mg/I TDS Four Samples Per Year mg/I Specific Conductance Four Samples Per Year Umhos/cm 6 Error!Unknown document property name. City of ver August 30,2019 OWN*@ wwwmwl ELK RIVER,MN 55330 Dear Waste Management, Inc., a waste disposal and management company that operates the Elk River Landfill,is considering a project to construct a sanitary sewer system in cooperation with the City of Elk River to carry leachate generated from the landfill to the city wastewater system. If they choose to go forward and the City Council approves, the project would likely consist of a series of pumping stations and sanitary sewer lines from the landfill south to a manhole on the city's wastewater collection system north of Meadowvale Elementary (12701 Elk Lake Road).The sewer line would be contained within the city-owned Great Northern Trail right-of-way.Waste Management would be responsible for all costs associated with the proposed project and for the construction of a trailhead parking area located along the trail just north of 221"Avenue. Landfill leachate is essentially rain and snow-melt water that has filtered through the landfill waste and captured at the bottom of the landfill. Currently,the leachate is collected and stored in on-site tanks until it is pumped into tanker trucks and hauled to the city's wastewater system where it is combined with general sewage and piped to the plant for treatment. Waste Management and the city are working on legal agreements and anticipate having an update later this year with tentative construction anticipated for 2020. During construction, the trail will be closed to all pedestrian and bicycle traffic. As this project progresses,information will be communicated on our website Sincerely, Yenna ga&afi Jenna Fabish,Assistant City Engineer Phone: 763.635.1043 Email: t.,11r.1,�,�t: U l� �r, r rrir ger 13065 Orono Parkway Elk River,MN 55330 763.635.1000 FI ILjAig A,TURE E1kRiverMN.gov