4.4 SR 08-01-2022Request for Action
To Item Number
Ma Tor and CinT Council 4.4
Agenda Section Meeting Date Prepared by
Consent August 1, 2022 Suzanne FischeY, Env. Services & Special PYojects DirectoY
Item Description Reviewed by
Elk River Landfill License 2023 Cal Portner, Citv Administrator
Reviewed by
Action Requested
Approve, by motion, the Solid Waste Facilit�r License foY the Waste Management Elk RiveY Landfill.
Background/Discussion
Waste Management is required to obtain a license for the operation of the Elk River Landfill. The applicant is not
proposing anyT changes to the current operation or changes to their CUP. Language was modified `vithin the
license to address changing conditions on the site and updated reports.
The contract teYm is foY 36 months commencing on Januaryr 15, 2023.
Financial Impact
N/A
Mission/Policy/Goal
Elk River iVlission Statement
Attachments
■ 2023 Elk River Landfill License Agreement
The Elk River Vision
A 2a�elcolning co�nlnunity 2a�ith T evolutiona� y and spizzted T esou� cefulness, exceptional
se�vice, and coln�nunity engagelnent that encou�ages and ins�iz•es pTo�pe�zty.
rowEREo er
�I'1 ����
Up�iited.• August 2020
] � INDUSTRIALWASTE&DISPOSALSERVICES ExhibitA
,,,� �,,,;�,��,�, AG R E E M E N T
GENERATORINFORMATION
II f different from Customer Information)
City of Elk River
13065 Orono Pa
Contact Name: Suzanne Fischer
sfisch�rr elkrivermn.auv
Contact Phone: 763-635-1030
Service Material I Ticket Description
Information
Disposal
Environmental
Surcharge
Municipal Solid Waste (MSW)
The environmental surcharge is fixed and applied on a
per load basis. The rate is $26.00 per load.
Fuel Surcharge DisposalFuelSurcharge-Thefuelsurchargeis
applied tothedisposal and environmental charges.
Thefuelsurcharge ratecanchange weekly based on
fuel prices, see www.wm.com!fec for thecurrent rate.
Waste Water
Management Charge
Taxes & Fees
Waste Water Management Charge - The waste water
management charge is applied to the disposal and
environmental charges.
The above disposal rates do not include federal, state,
county,cityorlocaltaxesandfees. Allapplicable
taxes and fees will also be charged.
Anticipated Volume
8,500 tons/year
Ratel UOM / Minimum
$44.85 perton-3ton minimumcharge
per load
$26.00 per load
See w��,w.wm.com/fec for the current
rate.
6.5%
Taxes and fees will also be charged as
applicable.
Digout {frozen load): $60.00/load
Additional The disposal rate shall be increased $1.95 per ton each year on the anniversary of the date of this Agreement.
InformationlSpecial
Handling:
THE WORK CONTEMPLATED BY THIS EXHIBITAISTO BE DONE INACCORDANCE WITH THE TERMS AND
CONDITIONS OFTHESOLID WASTE DISPOSALAGREEMENTOROTHERCONTRACTUALAGREEMENTBETWEEN
THEPARTIESDATED: January 15,2023
COMPANY ElkRiverLandfill,lnc. CUSTOMER CityofElkRiver
BY� Signature:------------
Name: _Mi.ch�e N_o x_ _ _ _ _ _ _ _ _ _ Date Name:
Title Area DirectorM&I Sales Title:
Date
OWasteManagement, Inc.(rev.212003) ExhibitA-INDUSTRIAL WASTE&DISPOSALAGREEMENT
W �� e
COMPANY:
Address:
City/State/Zip:
Signed:
Name:
Title:
Effective Date:
SOLID WASTE DISPOSAL AGREEMENT
ElkRiverLandfill,lnc. CUSTOMER: CitvofElkRiver
A WASTE MANAGEMENT COMPANY
W132 N10487 Grant Drive
Germantown W153022
Authorized Signature
MichaelFox
Area Director M&ISales
Jan.15.2023 Date
Address: 13065 Orono Parkwav
City/State/Zip: ElkRiverMN55330
Signed:
Authorized Signature
Name:
Title:
InitialTerm: 36 Months Date
AGREEMENT
This SOLID WASTE DISPOSAL AGREEMENT, consisting oftheterms and conditions setforth herein, and ExhibitA(collectively referred toasthe "Agreemenr), is made asofthe Effective Date
shown above by and between the Customer named above ("Customer") and the Waste Management entity named above ("the Company").
TERMS AND CONDITIONS
1. SERVICES PROVIDED. The Company and/or its affiliates will provide Customer with disposal
services ("Services') for Customers non-hazardous Solid Waste, as described on ExhibitA ('Solid
Waste'). All Solid Wastethatisgenerated, handled and/or collected by Customer shall be managed
exclusively by Company during the term of this Agreement. 'Solid Waste" means garbage, refuse and
rubbish including thosevmich are recyclable butexcluding Special Wasteand Hazardous Waste.
'Special Waste" includes polychlorinaled biphenyl ('PCB") wastes, industrial process wastes, asbestos
containing material, petroleum contaminated soils, treated/de-<:haracterized wastes, incinerator ash,
medical wastes, demolifion debris and other materials requiring special handling in accordance with any
applicable federal, state, provincial or local laws or regulations.'Hazardous Waste" means any
hazardous, toxic, or radioactive substances, as such tem1 s are defi ned by any applicable federal, state,
provincial or local laws or regulations. 'Nonconforming Waste' means waste that (a) is not in
confom1 ance with waste descriptions given by Customer under this Agreement; (b) is prohibited firom
being received, managed or disposed ofatatransfer, storageor disposal facility used hereunder by
federal, state or local law, regulation, ordinance, permit or other legal requirement; (c) is non-hazardous
Solid Waste that contains regulated Special Waste or Hazardous Waste; (d) is or contains any
infectious waste, radioactive, volatile, ccrrosive, flammable, explosive, biomedical, biohazardous
material, regulated medical or hazardous waste or toxic substances, as defined pursuant to or listed or
regulated under applicable federal, state or local law, or (e) ccntains infom1ation protected by federal,
stateorlocal privacyordatasecurity laws, including butnotlimited tothe Health Insurance Portability
and Aoccuntability Actof 1996, as amended ("HIPAA").
2. CUSTOMER WARRANTIES. Customer hereby represents and warrants that all Solid Waste
collected by or delivered tothe Company shall bein aoccrdance I'.ith waste descriptions given in this
Agreementandshall notbeorcontain any Nonccnfom1 ing Waste. Customerfurther represents and
warrants thatitwill ccmplywith all applicable laws, ordinances, regulations, orders, permits orother
legal requirements applicable to the Solid Waste.
3. TERM OF AGREEMENT. The I nitial Term ofthis Agreement shall be 36 months, commencing on the
Effective Date set forthabove.
4. INSPECTION; REJECTION OF WASTE. Title to and liability for Nonccnforming Waste shall
remain with Customer atall times. Company shall havetherighttoinspect, analyzeortestanywaste
delivered by Customer. IfCustomers Solid Wasteis Nonconfom1ing Waste, Company can, at itsoption,
reject Nonccnfom1 ing Waste and return it to Customer or require Customer to remove and dispose ofthe
Nonconfom1ing WasteatCustomers expense. Customer shall indemnify, hold ham1less (in accordance
with Section 9) and pay or reimburse Company for any and all costs, damages and/orfines
incurred as a result of or relating to Customers tender or delivery of Nonccnforming Waste or
other failure to comply or ccnfom1 to this Agreement, including costs of inspection, testing and
analysis. Company also may impose volume limitations on inbound deliveries, reject any Solid Waste
that could adversely impact the receiving facility, or Company may terminate the Agreement.
5. SPECIAL HANDLING; TITLE. If Company elects to handle, rather than reject, Nonconfom1 ing
Waste, Company shall havetherighttomanagethesameinthemannerdeemed mostappropriate by
Company given the characteristicsof the Nonconforming Waste. Company may assess and Customer
shall pay additional charges associated with delivery of Nonccnforming Waste, induding, but not
limited to, special handling or disposal charges, and ccsts associated with different quantities of
waste, different delivery dates, modifications in operations, specialized equipment, and other
operational, environmental, health, safety or regulatory requirements. Tille to and ownership of
acceptable Solid Waste shall transfer to Company upon its final acceptance of such waste.
6. COMPANY WARRANTIES. Company hereby represents and warrants that: (a) Companywill
managetheSolid Wasteinasafeandworkmanlike mannerinfullcompliance with all valid and
applicable federal, state and local laws, ordinances, orders, rules and regulations; and (b) itwill use
disposal and recycling facilities that have been issued permits, licenses, certificates or approvals
required by valid and applicable laws, ordinances and regulations necessary to allowthe
facility to
0 Waste Management iFbr�»��N�ia;e :��-�oi�� �
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accept, treat and/or dispose of Solid Waste. Except as provided herein, Company makes no other
warranties and hereby disclaims any other warranty, vmether implied orstatutory.
7. LIMITED LICENSE TO ENTER. When a Customer is transporting Solid WastetoaCompany facility,
Customer anditssubcontractorsshall havealimited licensetoenteradisposal facility forthe sole purpose
ofoff-loading Solid Waste at an area designated, andin the manner directed, by Company. Customer shall,
and shall ensure that its subcontractors,ccmply with all rules and regulations of the facility, as amended.
Company may reject Solid Waste, deny Customer or itssubccntractors entry to its facility and/or terminate this
Agreement i n the event of Customers or its subccntractors' failure to follow such rules and regulations.
8. CHARGES AND PAYMENTS. Customer shall pay the rates ('Charges') set forth on Exhibit A. The
charges may be adjusted by written agreement between Customer and Company to account for: any
changes or modifications to, or differences between, the actual equipment and Services provided by
CompanytoCustomerandthosespecifiedonExhibitA;anyincreaseinortorecoupalloranyportion of,
disposal, transportation, processing and fuelccsts orenvironmental ccmpliance fees or ccsts, or reccvery
of the Company's and affiliates' ccsts associated with host ccmmunity fees, waste disposal ta�ces and
similar charges paid to municipal or other governmental authorities or agencies to engage in recycling and
waste collection, transfer, processing, disposal and treatment; any change in the ccmposition, amount
or weight of the Solid Waste from what is specified on Exhibit A(inducing for ccntainer overages or
overfiows) of the Solid Waste; increased ccsts due to uncontrollable circumstances,including, without
limitation, changes (occurring firom and after three (3) months prior to the Effective Date) in local, state, or
federalorforeignlawsorregulations(ortheenforcement, interpretationorapplicationthereoQ,including
theimposition ofor increase in ta�ces, feesorsurcharges, or acts of God such as floods, fires, hurricanes and
natural disasters. Changes to the Charges payable under this Agreement must be agreed to in writing
including, without limitation, electronic oronline acceptance. All rate adjustments as provided above
shall take effect upon agreement between Company and Customer. Customer shall pay the ratesin full
within thirty (30) days of the invoice date.
Company shall send all invoices for Charges and any required notices to Customer under this
AgreementtoCustomers billing addressspecified atthetopoftheAgreement. Unlessspecifically agreed
toinwritingbyCompanyandsubjecttosuchadditionalcoststhatCompanymaycharge,inits discretion,
Company shall notbe required to bill Customer using Customers orany third party billing portal orprogram.
In noeventshall the use by Company ofCustomers orany third party biling portal orprogram, orany terms
thereof, operate to amend or supplement the tem1s and conditions ofthis Agreement, vmich will remain
binding in accordance with itstem1s. Customershall pay all invoiced Charges v.ithin thirty (30) days ofthe
invoice date, by check mailed to Company's payment address on Customers invoice. Payment by any other
method or channel, including in person, online or by phone, shall be as allov.13d by Company and subject to
applicableccnvenience fees and otherccstscharged by Company, fromtime tolime.Any Customer invoice
balance not paid within thirty (30) days ofthe date ofinvoice is subjectto alatecharge, and any Customer
check returned for insufficient funds is subject to a non-sufficient funds charge, both to the maximum
extent allowed by applicable law. Customer acknowiedges that any latechargecharged by Company is not
to be ccnsidered as interest ondebtorafinancecharge, andisareasonablechargeforthe anticipated loss
andcosttoCompany forlate payment. If paymentis notmade when due, Company retains therighttosuspend
Services until the past due balance is paid in full. In addition to full payment of outstanding balances,
Customer shall be required to pay a reactivation charge to resume suspended Services. If Services are
suspended for morethanfifteen(15)days,Company mayimmediately tem1inatethisAgreementfordefaultand
reccver any equipment and all amounts owed hereunder, including liquidated damages under Section 14.
9. INDEMNIFICATION.The Company agrees to indemnify, defend and save Customer ham1less from and
against any and all liability (inducting reasonable attorneys' fees) vmich Customer may be responsible
fororpayoutasaresult of bodily injuries (induding death), property damage, or any violationoralleged
violation oflaw, to the extent caused by Company's breach of this Agreement or by
ISA City of Elk River 1.15.2023Ju1y 12, 2019
any negligent act, negligent omission or willful misconductoftheCompany oritsemployees, Yrilich
occurs (1) during thecollection ortransportation ofCustomer's Induslrial Waste byCompany, or(2) as
a resultofthe disposal ofcustomer's Industrial Waste, after the dateof Ihis Agreement, in a facility
o\Illled by a subsidiary or affiliate of the Company provided Ihat the Company's indemnification
obligations will notapply tooccurrences involving Nonconforming Waste.
Customer agrees to indemnify, defend and save the Company harmless from and against any and all
liability Oncluding reasonable attorneys' fees) YrilichlheCompany may be responsible foror pay out as
a result ofbodily injuries (including death), property damage, or any violation oralleged violation of law
tothe extent causedby Customer's breach ofthis Agreement or by any negligent act, negligent omission
or willful misconduct ofthe Customer or its employees, agents or contractors in the performance of this
Agreement or Customer's use, operation or possession ofany equipment furnished by the Company.
Neither party shall be liable to the other for consequential, incidental or punitive damages arising out of
the performance of this Agreement except for third party claims related to violations of law.
10.UNCONTROLLABLE CIRCUMSTANCES. Except for the obligation to make payments
hereunder, neilher partyshall beindefaultforitsfailuretoperform ordelayin performancecaused by
events beyond its reasonable control, including, but notlimited to, strikes, riots, imposition of laws or
governmental orders, fres, acts of God, and inability to obtain equipment, permit changes and
regulations, restrictions (including land use) !herein, and the affected party shall be excused from
performance during the occurrence ofsuch events.
11. ASSIGNMENT&SUBCONTRACTING.ThisAgreementshall bebinding onand shall inureto
the benefitofthe partiesandtheirrespectivesuccessorsandassigns. Customeracknowiedges and
agreesthattheCompany may utilizeunaffiliatedsubcontractorslhatarenotaffiliatesofCompany to
provide the Services to Customer. Customer may not broker the disposal of Solid Waste through third
parties under this Agreement without Company's express written consent.
12. ENTIRE AGREEMENT. ThisAgreementanditsexhibitsandattachmentsrepresenttheentire
understanding and agreement between the parties relating tothe Services and supersedes any and all
prior agreements, Yrilether written or oral, between the parties regarding the same; provided that, the
termsofany national serviceagreement orlease agreementforcompactors orspecialty equipment
between the parties shall govern over any inconsistent terms herein.
13. TERMINATION; LIQUIDATED DAMAGES. Company mayterminatethisAgreementand/orExhibit
A at any time without cause by providing Customer v.ith at least 60 days written notice prior to the
termination date.
Company orCustomer may immediately terminatethisAgreementintheeventoftheother's breach of
any term or provision of this Agreement, including failure to pay on a timely basis. Notice of
termination shall be in writing and deemed given when delivered in person or by certified mail, postage
prepaid, return receipt requested. In the event Customer terminates this Agreement prior to the
expiration of the Initial Term ('Term') for any reason other than Company's default, or in the event
Company termi nates this Agreement for Customer's default, Customer shall pay the followi ng liquidated
damages in addition to the Company's legal fees, if any: (a) if the remaining Term (including any
applicable Renewal Term) under this Agreement issix (6) or more months, Customer shall pay the
average of its six (6) most recent monthly Charges (or, ifthe Effective Date is I'lithin six (6) months of
Company's last invoice date, the average of all monthly Charges) multiplied by six (6); or (b) if the
remaining Term under thisAgreement is less than six (6) months, Customer shall pay the average of its
six (6) most recent monthly Charges multiplied by the number of months remaining in the Term.
Customer shall pay liquidated damages of $100 for every Customer waste tire Ihat is found at the
disposalfacility.Customeracl<no1\IedgesthattheactualdamagetoCompany intheeventoftermination
is impractical or extremely difficult to fix or prove, and the foregoing liquidated damages amount is
reasonable and commensurate with the anticipated loss to Company resulting from such termination
and is an agreed upon charge and is notimposed as a penalty. Collection ofliquidated damages by
CompanyshallbeinadditiontoanyrightsorremediesavailabletoCompany underthisAgreementor
atlaw.l n addition toand notin limitation oftheforegoing, either partytothisAgreement shall beentitled
torecoveralllosses,damages andcosts,including attorneys'feesandcosts, resultingfrom theother
party'sbreachofany otherprovisionofthisAgreementinadditiontoallotherremediesavailableatlaw
or i n equtiy.
14. CONFIDENTIALITY. Except as required by law, including, but not limited to, laws applicable to
government contract and public audits, record retention and data practices, the parties agree that the
ratessetforth on ExhibitA, including any adjustments thereto, and any other pricing information shall
beconsidered confidential and shall not bedisclosed tolhird parties without theolher party'swritten
approval.
15. MISCELLANEOUS. (a) The prevailing party will be entiUed to recover reasonable fees and
courtcosts, including attorneys' and expertfees, in enforcing this Agreement. I n theevent Customer
fails to pay Company all amounts due hereunder, Company v.ill be entitled tocollectall reasonable
collection oosts or expenses, including reasonable attorneys' and expert fees, court costs or handling
fees for returned checks from Customer; (b) The validity, interpretation and performance of this
Agreement shall beconstrued in accordance with the lawofthe state in which the Services are
performed; (c) If any provision of this Agreement is declared invalid or unenforceable, then such
provisionshall bedeemedseverablefromandshall notaffecttheremainderofthisAgreement,which
shall remain in full force and effect; (d) Customer's payment obligation for Services and the Warranties
and I ndemnification made by each party shall survive termination ofthis Agreement.
O Waste Management Page2 of2 ISA City of EIk River 1.15.2023Ju1y 12, 2019