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4.3. SR 09-26-1994 MEMORANDUM . LARKIN, HOFFMAN, DALY & LINDGREN, LTD. Attorneys at Law 1500 NONeS! Financial Center 7900 Xerxes Avenue South Bloomington, Minnesota 55431 Telephone: (612) 835-3800 FAX: (612) 896-3333 TO: Mayor Henry A. Duitsman and Members of the City Council Peter Beck, City Attorney September 22, 1994 Sale of Peterson Brothers Sanitation, Inc. to Woodlake Sanitary Service, Inc. FROM: DATE: RE: Staff has been informed that Woodlake Sanitary Service, Inc. (Woodlake), a wholly owned subsidiary of Browning-Ferris Industries, is in the process of buying Peterson Brothers Sanitation, Inc. (Peterson). The City's Agreement for Garbage, Refuse and Recycling Collection with Peterson (the Agreement) requires that Peterson not sell any interest in the Agreement without the prior written approval of the City. The Agreement further provides that City approval will not be unreasonably withheld. The Agreement goes on to allow the City to require, as a condition . to its approval, that: 1. The proposed transferee show that it has the financial resources to fulfill Peterson's obligations under the Agreement; 2. The transfer does not create an anti-trust situation; 3. The transferee expressly assumes all of Peterson's obligations under the Agreement and agrees to be subject to all of the conditions and restrictions of the Agreement; 4. The transferee submit documentations of its insurance coverage as required by the Agreement. . Woodlake has submitted a letter on Browning-Ferris Industries' stationery expressly assuming all obligations of service and agreeing to all conditions and restrictions of the Agreement. Attached to this letter is a copy of the consolidated balance sheet of Browning Ferris Industries and Browning Ferris Industries' certificate of insurance. The letter and attachments from Woodlake appear to comply with the requirements of the Agreement. Therefore, staff recommends that the transfer from Peterson Brothers Sanitation, Inc. to Woodlake Sanitary Service, Inc., be approved, subject to Woodlake executing an agreement with the City for garbage, refuse and recycling collection in the same form as the existing agreement. Attachment . . . CITY OF ELK RIVER AGREEMENT FOR GARBAGE, REFUSE AND RECYCLING COLLECTION November 1, 1993 through October 31, 1996 AGREEMENT made as of , 1994, between the CITY OF ELK RIVER, MINNESOTA, a Minnesota municipal corporation (City) and WOODLAKE SANITARY SERVICE, INC., a wholly owned subsidiary of BROWNING-FERRIS INDUSTRIES (Contractor), RECITALS WHEREAS, the City requires the collection and disposal of garbage and rubbish, and recyclables from residences in the City of Elk River; and WHEREAS, it is the intent of the City to establish a volume- based collection system of garbage, rubbish, and recyclables that encourages recycling and discourages disposal; and WHEREAS, the Contractor is a licensed hauler in the City of Elk River engaged in the business of collection and disposing of garbage and rubbish, and recyclables; and WHEREAS, the City desires to hire the services of the Contractor and the Contractor desires to provide the services to the City; NOW, THEREFORE, it is agreed by and between the parties: I. PURPOSE OF CONTRACT The Contractor shall collect all garbage and refuse for collection within the "Designated Area" identified on Attachment A, all within the corporate boundaries of the City of Elk River on a weekly basis and recyclables at least biweekly during the term of the Agreement. Such collections shall include all residential properties having four or less dwelling units in a single building by use of individual containers. II. TERM OF CONTRACT The term of this Agreement shall be a period of three years commencing November 1, 1993. The City and the Contractor may agree to extend the term of this Agreement for two years beyond the original term, upon such terms and conditions as the parties shall mutually agree. III. DEFINITIONS . For purposes of this Agreement, the following terms shall have the following meanings: "Additional collection service" shall include all items that are collected in excess of the maximum volume allowed for a dwelling unit. "Cart" means a 90-gallon or 32-gallon receptacle with wheels supplied by the Contractor used to contain garbage or refuse. "Collection service" collection service is a private operation engaged in collection and transportation of refuse, yard waste and recyclables. "Day-Certain collection" day-certain collection is a City- approved plan for weekly collection services by an established day-certain schedule. This schedule requires refuse, and recyclable collection on the same day of each week and is based on a five (5) day, Monday through Friday, working week. The only exceptions to the "day-certain" plan shall be during those weeks in which legal holidays occur. . "Designated Area" is that area within the City of Elk River identified on Attachment A as: "Peterson Brothers Sanitation, Inc.," for which the Contractor is responsible for collections within the scope of this Agreement. In consideration of the exclusive collection rights for the area set forth in Attachment A, subject to the terms of this Agreement, Contractor acknowledges it is prohibited from the collection of garbage, refuse and recyclables from residential properties having four or less dwelling units in a single building outside the "Designated Area" within the corporate limits of the City. "Dwelling Unit" means a separate dwelling place with a kitchen or area for the preparation of food. "Garbage" means animal and vegetable waste resulting from the handling, preparation, cooking, service, and consumption of food. "Recyclables" are reusable or reprocessable materials approved and agreed to by the parties hereto. Recyclables include such items as newsprint, corrugated and ledger paper, glass, plastics, tin cans, aluminum, used motor oil, batteries, tires, and other metal goods. Recyclables specifically exclude refuse and compost. . "Recycling container" means a container supplied by the City to the dwelling unit to place recyclable material in for collection. 2. . "Refuse" refuse is putrescible and nonputrescible solid waste from residences including garbage and rubbish, and specifically excluding yard waste, recyclables, and toxic and hazardous wastes. Refuse further excludes industrial, commercial, agricultural, and construction garbage or rubbish and wastes. "Rubbish" is inorganic solid waste, including ashes, consisting of both combustible and noncombustible wastes, such as wood, bedding, crockery, and other nonreusable waste. Rubbish also includes nonrecyclable types of glass, paper, cardboard, and metal cans. "Toxic and hazardous wastes" are waste materials including but not limited to poisons, wastes, radioactive materials, flammable or explosive materials, and similar harmful chemicals and wastes which require special handling and must be disposed of in a manner to conserve the environment and protect the public health and safety. . "Volume-based" refuse and garbage collection means the maximum limit of garbage and refuse a dwelling unit is permitted to dispose under the base refuse rate. "White goods" are large household items including refrigerators, stoves, dishwashers, washers and dryers, water heaters, carpeting and padding, mattresses, chairs, couches, tables, and such other items of furniture which are too large for one person to pick up. IV. SCOPE OF CONTRACT A. Collection Service 1. Garbage and Refuse Collection (a) All occupants of residential properties consisting of four or less dwelling units in a single building in the City shall be required by ordinance to keep garbage or refuse in: 1) A cart container of 90 gallons. 2) A cart container of 32 gallons. (b) Cart containers are to be furnished and maintained in good condition by the Contractor. Actual service needs are to be determined by volume accumulations as judged by the City Code Enforcement Officer, upon review with the Contractor. . 3 . (c) Garbage and refuse collection shall not include toxic and hazardous waste. . (d) The Contractor shall advise the City, in writing, of the place and method of disposal of such garbage and refuse, and of any changes in same. The Contractor should provide a quarterly weight report to the City. (e) Garbage and refuse cart containers shall be placed at the curb on collection day, in a location easily accessible to motor vehicle pick-up. Containers must be placed properly for pick-up prior to 6:00 a.m. and cannot continue past 7:00 p.m. on the day of collection to insure service. . (f) The Contractor shall dispose of all such refuse and garbage at an approved Minnesota Pollution Control Agency disposal site. (g) The Contractor shall maintain receipts from equipment carrying Elk River refuse volume estimates to the City. Such receipt shall be made available for inspection by the City Administrator or an authorized representative. (h) Garbage and refuse in excess of the designated volume-base per dwelling unit will be subject to additional collection service charges and will be billed separately by the Contractor. Collection service for white goods and large items must have prior arrangements with the Contractor for collection. (i) Door step service will be provided by the Contractor at the direction of the City for elderly and disabled customers. (j) The Contractor shall not be required to pick up refuse or be compensated for those households within the designated service area that operate as legal, permitted home occupations. (k) The Contractor will provide biweekly low volume collection services for 32 gallon container users at the direction of the Recycling Coordinator at the rate set forth in Attachment C. . 4. 2. Recycling Collection . (a) Recycling collection shall take place at least twice a month for each dwelling unit, as determined by the City. The schedule shall be consistent with the weekly schedule of the refuse collection. Daily service hours shall not begin prior to 6:00 a.m. nor continue past 7:00 p.m. (b) All occupant or resident properties consisting of four or less dwelling units in a single building in the City will be provided recycling containers to participate in the recycling program, provided by the City, for the recyclable materials agreed upon by the City and the Contractor. (c) Collection will be from the curbside. At a minimum, collection must be for newspaper, glass containers, aluminum, tin cans and plastics. If mutually agreed upon, other materials can be added such as cardboard, tin cans, and other types of paper and metal. . (d) The Contractor shall not mix other types of refuse or inorganic materials with the recyclables or take any action so as to make the recyclable material unacceptable to the operators of the recycling center. (e) The Contractor must provide quarterly reports for all materials collected. The required information includes the market, the receipts, and the net weight and type of material. B. Service Schedule 2 . 1. All collection service shall be conducted between the hours of 6:00 a.m. and 7:00 p.m., Monday through Friday, except when an emergency shall exist, at which time the Contractor shall notify the City of such emergency conditions. The Contractor may perform collection services on Saturday when a holiday falls on a weekday. Collections shall be done during Monday through Friday (both inclusive) in accordance with a schedule of pick-ups to be established by the Contractor and submitted in writing to the City Administrator for prior approval. The schedule shall include the areas in which pick-up will be . 5 . . . made each day of the week and how many vehicles will be used in the area. Each dwelling unit shall have its refuse collected a minimum of once a week, except those dwelling units for which the City Council has approved biweekly pick-up. (a) The Contractor may request a change in the day of pick-up by requesting such change in writing to the City at least 21 days from the proposed date the requested change is to take effect. A change shall be effected only upon authorization from the City and 14 days' notice to the residents. (b) The Contractor shall bear all costs involved on notifying residents of approved schedule changes. (c) The Contractor may request a change in the route schedule by requesting such change in writing to the City at least 30 days from the proposed date the requested change is to take effect. A route change shall be effected only upon authorization from the City. 3. The Contractor shall not be required to make regular collections on New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, or Christmas Day (the Holidays); provided, that the Holiday falls on a weekday, it will be the only day on which routes are not collected. When a Holiday falls on a weekday, the Contractor will collect the routes for the designated day the following day for the rest of the week. Specifically, if a Holiday falls on a Monday, the Monday routes will be collected Tuesday, the Tuesday routes will be collected on Wednesday and so on through Saturday of the week during which the Holiday falls. It shall be the Contractor's responsibility to notify residents of any changes in the COllection schedule as a result of said Holidays. 4. Only such pick-ups shall be made as have been authorized by the City, and the Contractor shall not be entitled to payment for any pick-up(s) made and not authorized by the City. (a) In the event that a dwelling unit has been authorized for refuse service and the City wishes to discontinue such service at such residence, the City shall notify the Contractor to that effect at least one week . 6. prior to the date of discontinuance of such service. . (b) The City shall advise the Contractor of any request by the owner or occupant of a resident that refuse service shall be discontinued within one week from the time of such request. 5. The City reserves the right to improve any street or alley which may prevent the Contractor from traveling his/her accustomed route or routes for collection. The Contractor shall contact the Building and Zoning Administrator prior to each construction season to determine areas of conflict and possible alternate routes or solutions. No additional compensation will be made for this interference. 6. The City reserves the right to adjust the "Designated Area" identified in Attachment A at the time of renewal of this Agreement. C. Performance of Collection . 1. Equipment (a) The Contractor shall make all collections of garbage, refuse, and recyclables in water- tight metal receptacles or vehicles with closed tops so constructed that their contents will not leak, spill, or scatter therefrom. Should any garbage, refuse, compost, or recyclables be dumped or spilled in collecting or transporting, it shall be immediately cleaned up. A broom and shovel in good usable condition should be placed and maintained on each vehicle for this purpose. Receptacles and vehicles shall be kept clean and as free from all offensive odors as possible and shall not be allowed to stand in any street, alley, or other place longer than is reasonably necessary to collect garbage and refuse. (b) All vehicles shall be painted and marked uniformly and shall have the hauler's name and telephone number prominently displayed in letters of a contrasting color, at least three inches high, on each side of the vehicles. . (c) The Contractor shall keep all equipment used in the performance of the work in good 7. . operating condition and in a clean, sanitary condition, shall thoroughly disinfect each vehicle at least once a week unless the same has not been used since the last disinfection thereof, and shall thoroughly inspect each vehicle as necessary. They shall be equipped to meet all federal, state, and municipal regulations concerning vehicles used on public roads and maintained to meet these standards. Equipment is subject to periodic inspection by the City. (d) Description of Vehicles. The Contractor shall furnish the City with a written description of all vehicles and equipment to be used within the City of Elk River and in the performance of this Agreement and shall advise the City in writing of any withdrawal of a part of such equipment or of any change therein within one week of the time of making such change. Safety Equipment. Each collection vehicle shall have a flashing light warning system, fire extinguisher, and proper back-up alarms as approved by the City. (e) 2. Personnel Requirements . (a) There shall be no limitation on the size of the hauler's collection crew so long as they are sufficient to fulfill the requirements of the specifications and Agreement. (b) The Contractor's employees shall handle all containers with reasonable care to avoid damage, replace the containers in an upright position on the boulevard adjoining the curb, and dispose of any contents which may be spilled in a workmanlike manner. The Contractor's employees will also report to the Contractor any violations of regulations as they observe in the performance of their work. Employees shall be sober at all times in the performance of their duties, be of a presentable appearance, perform work in a neat and quiet manner, and at all times be courteous to the public. 3. Supervision . (a) A full-time superintendent of collections shall be employed by the Contractor and shall be the representative of the 8. . Contractor under this Agreement. The superintendent shall be on the job during normal hours of collection operations and shall maintain proper schedules for collection. The superintendent shall have supervisory duties which shall include servicing of complaints. (b) All services to be performed for the City by the Contractor pursuant to the terms of this Agreement shall be supervised by such employee, agent, or officer of the City as the City Administrator shall designate. The designated inspector may have access to all of the Contractor's Elk River records and equipment at reasonable times. 4. Complaints . (a) The Contractor shall establish and maintain, in a location approved by the City, an office with continuous supervision, for accepting complaints and resident calls. The office shall be in service during the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday, except holidays and as specified in the Agreement. Address and telephone number of such office and any changes shall be given to the City in writing. Verified failure to make a pick- up, or follow up on a complaint shall be cause to deduct $15.00 as liquidated damages from the monthly payment by the City. (b) Whenever the City or a resident notifies the Contractor of a location which has not received scheduled service, the Contractor is required to service such location no later than the following working day from the time of complaint. A record of all complaints and action taken thereon shall be kept by the Contractor and reported monthly to the City. All complaints shall be answered by the Contractor courteously and promptly. 5. Legal Compliance . (a) The Contractor shall comply with ordinances of the City and the laws and regulations of the State of Minnesota and its agencies relating to sanitation and collection of garbage and refuse in effect during the term of the Agreement. 9 . . (b) The Contractor shall report all violations of ordinances pertaining to garbage and refuse collection and disposal for enforcement purposes including all unsanitary and filthy conditions to the City Code Enforcement Office. 6. Safety The Contractor shall provide and maintain all sanitary and safety accommodations for the use and protection of its employees as may be necessary to provide for their health and welfare and comply with federal, state, and local codes and regulations, as well as those of other bodies and tribunals having jurisdiction. Employee safety and sanitation facility regulations are set forth in Minnesota Statutes 182 and in the Department of Labor and Industry's Labor Safety Code (LISC 73-75). D. Payment Method 1. The City will compensate the Contractor, according to the rates set forth in Attachment B, for collection of garbage, refuse, and recyclables upon the basis of the number of dwelling units serviced each week, by a volume- based method. The actual number of dwellings serviced shall be determined from the invoices issued by the City to customers for refuse service for that service month. . 2. The total number of residential units in the Designated Area as of November 1, 1990, is agreed to be 1,707 residential units. Additions or deductions in the number of units collected shall be subject to the verification and agreement between the City and the Contractor. Such adjustments may not be made more often than once per month. 3. (a) The City will supply a record of accounts and adjustments to the Contractor on a weekly basis. (b) The City will notify the Contractor of the dwelling units that make changes in their billing rate. During the period of the Agreement, the City will pay to the Contractor such compensation on or before the 15th of each month for garbage, refuse, and recyclable collection service . 10. . 4. . performed by the Contractor. The compensation shall be for the collection service billed during the preceding calendar month in accordance with the directions from the City Administrator. Adjustments may be initiated as follows: (a) On April 1 of each year of the Agreement, either party may request adjustments to the Agreement's base rates on the basis of increases and decreases in the Minneapolis/St. Paul All Items Consumer Price Index (CPI) for the preceding 12 months. Increases or decreases in the CPI in excess of 6% for the preceeding 12 months shall automatically adjusted without request. Such changes shall be effective July 1 of the year requested. (b) The tipping fee identified in Attachment B shall increase or decrease corresponding with the percent of increase or decrease at the facility for refuse disposal. Either party may initiate an adjustment in the tipping rate upon a 60-day notice due to an increase or decrease in the tipping charges. Adjustments may also be made upon the basis of a decrease in the amount of solid waste generated due to the abatement of solid waste generated or the exclusion of recyclable materials from the solid waste stream upon mutual agreement of both parties. The tipping fee rate as of the date of this Agreement is $69.11. 5. Price. The base dwelling unit price paid by the City to the Contractor will be established in Attachment B of this Agreement. 6. Additional collection services. Charges for pick-up of additional items and for additional service shall be made directly to the resident owner to the Contractor at a rate approved by the City Administrator. The additional collection service price will be established in Attachment B of this Agreement. 7. State sales tax and surcharges. . The applicable state sales taxes and surcharges shall be billed by City to customers and paid to the state by City. 11. E. Performance of Agreement . 1. The Contractor shall keep complete and accurate records in accordance with generally accepted accounting practices. 2. Payment and Collection for Services (a) The City shall bill and collect monies due from residents for base collection service. (b) The Contractor shall be responsible for the billing of additional collection services to the dwelling unit. 3. The Contractor shall supply all labor, material, and equipment necessary for the carrying out of the Agreement. 4. Insurance . During the entire period of the Agreement, the Contractor shall maintain, at its cost and expense, and file with the City, policies or certificates of Workers' Compensation and Liability Insurance. Minimum insurance policy coverage requirements are $500,000 bodily injury per person, $1,000,000 aggregate per occurrence, and $50,000 property damage. All policies evidencing insurance required by this paragraph shall name the City and the Contractor as named insureds, and shall insure the City and the Contractor by reasons of any act or omission, including negligence, of the Contractor or of the Contractor's employees or agents in connection with the performance of this Agreement, including claims arising out of the use of or operation of any vehicles used by the Contractor or the Contractor's employees or agents in performing this Agreement. Such policies shall be in form and content satisfactory to the City Attorney and shall be filed with the City Clerk. A certificate showing that the Contractor has in effect the aforesaid insurance covering both the Contractor and the City shall be filed with the City Clerk within 10 days from the execution of the Agreement, and yearly thereafter, at least 30 days prior to the date of the expiration of said policies of insurance for each year of the Agreement. All of the foregoing policies shall be issued by an insurance company or companies licensed to do business in the State of Minnesota and authorized to assume the risks covered thereby. Memorandum policies and receipts for . 12. . 5. . . the payment of premiums shall be filed with the City showing payment of premiums for at least one year in advance and on each renewal date provided therein. Performance Bond. (a) Bond. The Contractor shall execute and deliver to the City a performance bond in the sum of $100,000 conditioned upon the faithful performance of the Agreement. In addition, to further protect the City in the event the Contractor fails to properly perform under the Agreement, the Contractor shall pledge to the City all receivables collected by the City and not paid to the Contractor, and all receivables not yet collected by the City. This Agreement shall not become effective until such bond has been delivered to the City in form acceptable to the City Attorney and has been accepted by the City. Such bond shall be filed with the City Clerk within 10 days from the execution of this Agreement and shall remain in effect until the expiration of this Agreement. (b) Performance Guarantee. In lieu of providing a performance bond or bonds with the City of Elk River, the Contractor shall guarantee performance of this Agreement by delaying the billing of services to the City until the 15th day of the month following the month in which collection services were rendered by the Contractor. The City may withhold payment from the Contractor for failure to perform pursuant to this Agreement. (c) Remedv. In the event the Contractor fails to properly perform under this Agreement, the City may take whatever action is necessary to secure substitute garbage and refuse collection for the remainder of the Agreement term, and may use the proceeds of the bond and/or receivables mentioned above to pay for the difference between the rates provided by the Agreement and the actual cost of such substitute service subject to Section IV.E.10. (a) . 13 . . . 8 . . 6. Indemnification. The Contractor agrees to indemnify and hold harmless the City, its agents, officers, and employees from any and all claims, causes of action, liabilities, losses, damages, costs, expenses including reasonable attorneys' fees, suits, demands, and judgments of any nature, because of bodily injury to, or death of, any person or persons and/or because of damages to property of the Contractor or others, including loss of use from any cause whatsoever, which may be asserted against the City on account of any act or omission, including negligence, of the Contractor, or the Contractor's employees or agents in connection with the Contractor's performance of this Agreement. The Contractor agrees to defend any action brought against the City on any such matters, and to pay and satisfy any judgment entered thereon together with all costs and expenses incurred in connection therewith. The City shall in no way be liable for any claims or charges incurred by the Contractor in the performance of this Agreement. 7. Guaranty of Nondiscrimination. The Contractor agrees that during the life of the Agreement, the Contractor will not, within the State of Minnesota, discriminate against any employee or applicant for employment because of race, color, creed, national origin or ancestry, or sex, and will include a similar provision in all subcontracts entered into for the performance thereof. The Agreement may be cancelled or terminated by the City, and all money due or to become due may be forfeited for a second or subsequent violation of the terms or conditions of this paragraph. This paragraph is inserted in the Agreement to comply with the provisions of Minnesota Statutes, ~ 181.59. Assignment and Transfer (a) The Contractor will not make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or any part thereof or any interest therein, or any Agreement or agreement to do any of the same, without the prior written approval of the City, which approval will not be unreasonably withheld. 14. (b) The City shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such approval that: . . 4) . 1) Any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by Contractor; and 2) The transfer does not create an anti- trust situation in the local refuse hauling industry that is contrary to the public interest of the residents of Elk River; and 3) Any proposed transferee, by instrument in writing satisfactory to the City for itself and their successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of service under this Agreement and agreed to be subject to all the conditions and restrictions to which service is subject. It is the intent of this Section IV.E.8., together with other provisions of this Agreement, that (to the fullest extent permitted by law and equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership or any part thereof, or any interest therein, however consummated or occurring, whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the City of or with respect to any rights or remedies or controls provided in or resulting from this Agreement; and There shall be submitted to the City for review all instruments and other legal documents involved in effecting such transfer, and if approved by the City, its approval shall be indicated to the Contractor in writing. The proposed transferee shall submit to the City for review all bonds, insurance policies, and any and all other 15. . documents required by this Agreement, and if approved by the City, its approval shall be indicated to the proposed transferee in writing. 9 . Payment of Subcontractors and Employees. The Contractor shall promptly pay all persons doing work or furnishing skills, tools, machinery, or materials or insurance premiums or equipment or supplies and all just claims for such work, material, equipment, insurance, and supplies in and above the performance of this Agreement. 10. Termination (a) If the City determines that the Contractor is in violation of the terms of this Agreement, a written notice will be sent to the Contractor allowing 10 days to comply. Failure by the Contractor to comply with the Agreement by the end of the 10-day period will result in cause for the City to terminate this Agreement by written notice to the Contractor. . (b) Upon failure of the Contractor to fulfill any of the provisions of this Agreement, the City Administrator shall be authorized to hire such personnel equipment, or assign City employees and equipment, as may be necessary to do such work and the cost of such expenses thereof may be charged and deducted from any monies due the Contractor, collected from the Contractor, or collected by recourse to the Contractor's bond or financial guarantee instrument submitted subject to Section IV.E.10. (a) . 11. Entire Agreement. This Agreement with Attachments A, Band C, incorporated herein by reference, is the entire agreement between the parties. No modification of this Agreement shall be valid or effective unless made in writing and signed by the parties hereto. . 16. . . . IN WITNESS WHEREOF, the City of Elk River and Woodlake Sanitary Service, Inc., have executed this Agreement the day and year written below. WOODLAKE SANITARY SERVICE, INC. By: By: Date: Date: 17. CITY OF ELK RIVER By: Henry A. Duitsman Its: Mayor Patrick D. Klaers Its: City Administrator . . . CERTIFICATES OF ACKNOWLEDGEMENT STATE OF MINNESOTA ) )ss COUNTY OF SHERBURNE) On this day of , 1994, before me personally appeared , to me known, who, being duly sworn, did say he is the of Woodlake Sanitary Service, Inc., and acknowledged that he executed the same as his free act and deed. Notary Public STATE OF MINNESOTA ) )ss COUNTY OF SHERBURNE) On this day of , 1994, before me personally appeared Henry A. Duitsman and Patrick D. Klaers, to me personally known, who, being duly sworn, did say they are the Mayor and City Administrator of the City of Elk River, Minnesota, and acknowledged the instrument to be the free act and deed of said corporation. Notary Public PKB:JI2s 18. . . . III i III I j Illll ! Illl iJ ; '{I j 'j',-.- ~ilji I j i 'j i II j'ii j ; h ;'~ i j i j; ','j j'Tj'l i Ii lIllIIJllllll/1i = [~---~---.,...- ---~-l2r~-~i; ,-- J----;--~-,-T=l~ = -I .,..--..... ..-.:..... J . .- ~, ",:\I'~~ '-,' , I' = :' '" ' - - -. r. .;. .1. _._.~- C-' J := : ' i I I ;"; i _ _l ~ I :...i- ......a.. I ' : --; I _ , I - ~ - - I- I- 1- ,- I- I- I- - - - - - I I::: - ., - - - E~River I -=:-. -:-"""......;.' -. - ATTACHNENT A . . . SPECIFICATIONS ATTACHMENT B During the period of the Contract, the base dwelling unit price for refuse, garbage, and recyclables will be paid by the City to the Contractor monthly the following rate for each dwelling unit of pick-up service: 90 Gallon 32 Gallon 32 Gallon (Weekly (Weekly (Biweekly Collection) Collection) Collection) Refuse and Garbage Collection $ 15.08 $ 11.40 $ 10.90 Recycling Collection (Biweekly) $ 2.80 $ 2.80 $ 2.80 .Total Dwelling Unit Rate $ 17.88 $ 14.20 $ 13.70 PKB:JI2s . 1. 2. 2. 3 . 4. 5. 6. 7. . 8. 9 . ATTACHMENT C TO ELK RIVER REFUSE SERVICE CONTRACT Charges for Additional Items (Based on Curbside Pick-up) ITEM Grass clippings and yard waste Bundled Brush (not to exceed 30 pounds, 3 feet long, and 3 inches in diameter) Auto car seat - single Auto car seat - bench Mattress or box spring Carpet and/or pad Chair (lazy-boy style) Couch Hide-a-bed Portable television Console television 10. Bathtub 11. Garbage (over 32 or 90 gallon limit) 12. Charges for pick,up from other than curbside 13. Other items as negotiated between Contractor and property owners CHARGE $ 1.00/bag (5 bag min) $ 2.00/bundle $ 9.00 $ 15.00 $ 10.00 per item $ 1. OO/sq. yd. $ 20.00 $ 15.00 $ 20.00 $ 5.00 $ 15.00 $ 20.00 $ 2.00/bag Items 1-13 must be pre-scheduled with Contractor so as to provide proper equipment and manpower with payment attached to said item(s) . . PKB:JI2s . . . SEP-21-84 WED 15:43 P.02 ~ F1Jtt:ydNl ~~r .0 BROWNING-FERRIS INDUSTRIES Riclc DQriring Divisional Murlu:ting & Sales UPFER MI"We:ST O/VISiON Phon/! (612) 921-8609 Scptember 21, 1994 Mr. Gary Schmitz City of Elk River p, O. Box 190 Elk River, Minnesota 55330 Dear Gary: With this letter we wish to inform you that Woodlnke Snnitary Scniee, Inc, a wholly owned ""h,~Khary ofBrowning-Fenis Industries is in the process of buying PetCC30n Brothers Sanitation, me, We sre acquiring the stock of the corporation and therefore will be tnking over the contract between the City of 1-:1 k .1,{ ivl'J' and Peterson Brothers Sanitation, Ine, All terms and condition" oHms agreement shall remain in place, I have attached a Certificate of Insurance for your files, The agreements require I)' financial re.<pon<:ibUity on 1he part of your hauler, I have attached SOme financial information; 2) lack of an Anti-Tm"t "itllation tor the residents of Elle River. Quite ubviuusly this acquisition does not create an Anti-Trust situation; 3) that we expressly assume all ob~"liulls of service and agree to all conditions and restrictions to which servi~~ is slIbj"",.t, We do agree and will ilSSUlIl~ .n ubllg-dtions; 4) Submittal to the City legal documents involving the trans.let", I havo: an""hed ponions of UUI Lt:ltt:r ufIntent which I believe sa1isfies YOUT requirements, The bond shall remain in o:ffo:ct. We look forward to the assignment being WilIllcd, Should you need more information, I can bo: reached at 92)-8609, Thank you for your prompt response to our request. Sincerely, fl~l, f;k,-/\ '-""jj Rick Doering (I KD/njo Enclosures 6500 NORMANLJAU, LAK1:: BOULEVARD, SIIlTF AM . RI.00MINGTON, MINNESOTA 55137 (612) g2~ 8606 . FAA: (612) 921-0$50 . . . SEP-21-94 WED 15:43 Consolidat@d B..hl.,C. Sheet f}1t T4t.'W4.mJs u."pt (vr ShtJ.,~ A",ou'I'u) Anet:a Sej"lr~mher 30, 1~~3 l~n 5 ~2,871 S 34.682 208,674 J5~,2BJ 556,456 "?",8n ,IR,090 50,261 26,508 26,VVV 52,S?? 53,37~ 925,498 1.0D,"?7 e"".,.nt;AJ,N'la. Cash Shorr-rerm invescmenc:5 Recdvables . Tr.al'it, n~r of :allow3neeG.of $2.1.8'0 and $16,1 i2 for doubrful.ccoun!S Orhc:r lnvf"I1rt:'t1'ies IJrcpar~~ other Total current assets Pro...er1)' .nd ~ulp"'enL, \:1\ '-V~\, less accumularcd depreciation -2nd :tmo(r;7ation of Sl,742~362 end Sl,?31,?48 2,515,70' 2,263.653 Other baeb;! CoSC O"'er fair value of ner tangihlt! .lU:yrlj of acquired bU3Inc,scs, net vl ol/.:c.:umuJal'ed amordzalion of $41.234 2nd $31,877 Other inta.ngible assets, ner nf :\rrnmul:ncd .3mOrl:iZ3tion of $158,693 "!IV $166,~33 n~ferrl!d income t:lxes Investments 10 unconsolid.-1rr-rt 2ffili~tes Other 310.0~5 227.704 B8,8A4 133,134 113,615 95.)84 222,698 244147] 69,.7,13 89,481 R,;4,4,H 790,374 ~ 4,29S.642 $4,067.,Q4 Total orher ;U:!Icl) TO[8fa~5cts The .::I;:com~tl,.ins no((~ ol("(:....1I illl.C't!olOtI p:m of these tinandal sr..tc:ments. 20 P.03 "~ .,." ~! -J-. '..1< " :,; '~ '.' , / .;. ::.,' '.'" SEP-21-94 WED 15:44 P. 04 BnJUJ1tJflg-ttNll J'ldIJlS~ri~j, llfc. a"a 5kbsidi4ries FI"onc;ol Highlight. --. ....--...... For ,he liuo Yt4'S E.1tded Septf17Jber .ln, '99_' ,It,'; 2991 ([ft Thnu(tl"tlc !:....~,,.t (Ot' PM Sh"l'e AmQullt~) Rc".cnuC's Net income bdQfe sVt:...iall.:harge Net income :E~rnins!: per share before sped...1 t.:hargc Earningi per &ho.re nividends ded~red pc:r C'ornmQn shaft: r.:'1'S.h flows from operating llcrivitic.5 R,.rlll:n On common $1:ockholdcn' c:qlliry 1993 1992 % Increase S ,l,494,869 S 3,287,462 6% 21.1.910 175,607 22% 197.440 175.607 12% 1.25 111 130/. 1.1.\ 1.11 4% ,68 ,~R 613,965 5/7.007 6% 13,4% 13,9% Company prom. --- Browmng.Y.rr;_ Tndll<tric$, Inc. i, one of the largest publiel)'.hclJ wmpan-ies whose subSidiaries and ;ffiliate, collect, process for rcgrdil)t>> HampOrt, and dispose of a wide range ot comrnPtdal. indu5E:rial, medical amI n::~iuC:lJt'jal solid wastes. BFI subsJdiarie~ ~rt"" ::.lso involved in resource .recOvery' faciliries. Bfl subsidlari.. .nd .ffiliate, employ 'pproximatcly 31,600 en'ploy<<> illyulved in opera. [ion~ in approxim3tely 430 di:irri,ts ,crving NOl.lh Amcrica1 and approximately 11) districr~ out- side of North Alncriea ill Aumalia, Finland, Hong Kong,ltaly, KlIW,i" Ne'" Zeobnd, rhe Nethedall<ls, Spain, United Kingdom and Vcn".llcla, MJaaion Sbltemenl Our miS$ion is to provide the highr::'l f.iu;:diry Waste collection, r:fansporrationl prnt'"Pss:inS1 dispos~ aJ and related )C"lvkes to bor:h public and prlvare CUSTnropu worldwide. \'Vc: will C3(ry OUt our mi:.sion efficienclr. safely and in::ln pnvironmenra,Uy responsible manner with rcspC:'l fur [he role of governm~nt in protecting [he public interest. Our" fin.3ncll1I goal i3 to achieve CVII)i:su:urly superior resulrs rhat m.untam iSFI :H; ;1 premier growrh orgD:nilJ.,CiOl1 arul maximiz:e shareh~lde:r value. . . . SEP-21-94 WED 15:44 P.D5 , BF, CERTIFICATE OF INSURANCE .-ROD-Llef. TtCa.cnTICtt.,I" IS ItSUED.u A "ATTCll OF "'FOMIAT'ON C"~T ."'1> CO""'If."O .(:IlUQl'IT, SeDGWICK' JAMeS 01 GEORGIA INC, UII'ON TME c:.lt'l'I'It:Uf lIIt)lM_, TNI'S eERTlrcJ. 'I'[ oou ~OT ...MCHO, tn,"",!> OR JiI~ UiI\ '"r. COVEltlCE AF~r:M"'D fiT 'II' "(\Ilelf! tELOW, 3333 Peochlree Rd.. N,E, .son COMPANIES. AFFORDING, COVEFlAG~ At/.,,,., Q.. 20326 ,,- eOYPAlI.lV LiTTER A National UnIon FirA of Pjtt~bLHgh. Pa. INl\lJRFr') .. ('.()MP.ANV II Amencan Home AssuranCA ComPAny U;m;. '- COMPANY C I FTTEA .., .., COMPANY D I FTTFR .., ,,,- COMPANY Ii: LEn.. -' .., '.It 10 tlf\lly l""llJO/lcl.. of ~.11et 1lIl'" btlow 1l.'IlII bf.n iAwd 10 lhl lnsurwd 1Ul1U1I.~ W INo 11'0 1_.. ~ P\ic.~, ~DI"I'IlhriIotl".n. lint ~..v.mom. 'ltr~, v' ""...,;,\..>01 ~ "I) wnrr.eot 0I1lI11tl' """"'''"'''Ill l'lII'I I'ltPtCl KI "'-ICrlll'lll ctltKIa... m~ tit lKU.1S or lhIy 0tf\&lrI. Ihl 1n1l/ftllCl) II1foMror[ If, _ Ivll;,.;",., ..-..:~il:w<l "-"_ Hr ~1I1)/a.Ot tt .~ 11'to 10_. ~I,,,........ ."'11 GOlldldO'OI 01 ...~~, 1A4",.".. CO, TYpe.: nF INCUAANCE POLICY NUMbE" POLICY OATI= Limit. of Liability In Thousande (000'1) LTR. , cJ'F. E~P. - GENEIW. UAalLn'Y I.iI:NhK.IIJ.. AU~6ATE S X COMMERCIAL GEN9W, UABIUTY RMGL 3111-70S5 TX P1=lODVCTGCOMr"JOr' AOO. . 2,500 A CLAlI\ll'S~ X CM....... 5/1104 511/95 fl:'PlSONA.L lAOIJ.IN.I~li=l"" . 2,500 X 0WNFq~ .. eoNnll\CTQF.I'1O PAOT. t.Ar.;I1 uu.:URRENCE . 2,500. RMGI 319-7086 ALL OTHER nnt: D-\""ACC tMJ 0)(10; rll'" . 50 Mnl. ~N~ tAn;........ ~") . 5 AUTOtllOBIU! L!ARll ITY COW!.INR'l ",",Nr.:J 1= . ~,UOO X ANY "UTO U"IT N X ALL OWNEC,...UfUV STATE AP,..KUVl:ll DOOlLYU"-'v51"f . I X SCWEC\UI.6D AIJTOf. ""'...- X IolIRiD AIJTOS !:FI F INSURER :;11194 511/95 BOOIl Y iNJURY . A X f\lON.ow~eGl AUIU~ ...."""onIl GARAGJ::: UA"lllTY. S f'Ko,)"CI1ITLJAMIl,\j1=. ..., - txo~ UA81l..fTY FAt":Hffr.I).I:lClCiNCG: . ?,SOO B LlURAf;II.4. ~OFlM ClM 3Oa-9S6B 511/94 bll/~~ AGGFlfGA.Tf . ?SM X OTHER T"'A/II UMB!:lFII A !:'ng~ -" .. " WOnKl:n~ COM~E"'''TfO'' s:TilTUT(lRVLWlIiS ... GTATE APPROVED !ACtI ACCIDENT . '.!W) N fMPLonR$. Ila_,ut'Y SELF INSURER 5/1/94 ~119G CWetMe..,.oucy UMIT . 2,500 I m~,A.SE-E"CW EIAPL.O~ , .2,500 A OTliER .. OQI;RIPTJON "I" (,WcHA.T10NSlL.OCATIONSNEHICU::sisPECIAL.ltEMS - ..- DAn: I.5&UECI: OANCC:L.LA IIUN: NAME AND AOORES~ m: t:FQTI!:'ICA:Te "'Ol.D'~ .HUULO ANY OF THE ABOVE DESCRIBEO POLICIES BE CANe~11 Fn 6EFORE THE EXPIRATION DATE THEAEOF. THE ISSUING r:n"_ANY WILL ENDEAVOR TO MAIL 3D DAYS WRITT~N NOTICE TO TH' CERTIFICATE HOLDEA, BUT FAILURE Tn "A", SUCH NOTle'SHALL IMPOSE NO OBLIGATION nR llARll.1TV OF ANY KINO UPON THE COMPANY, ITS AGINT~ OR REPRESENTATIVES. }'1t.<d. ! 4 .d.A~ ~UTt'I"RIZ~1I "t:"'I'f~t.N I A liVE OertUl'.I...H..I",,,, (Yl'1I111l) OISulclF.IIlrtilOW) HOUlton F1i$!i: Mgm'l. 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