5.4. SR 01-08-2001City of
E
Item 5.4.
MEMORANDUM
River
TO:
FROM:
MAYOR AND CITY COUNCIL
STEPHEN ROHLF, BUILDING &
ZONING ADMINISTRATOR
DATE:
JANUARY 8, 2001
SUBJECT:
TRANSFER OF CORROW
SANITATION'S CITY REFUSE
CONTRACT TO RANDY'S SANITION
Randy's Sanitation is purchasing Corrow Sanitation. Combined with the City of Elk
River accounts for residential refuse pickup that were formerly Corrow's, Randy's will
now be serving approximately 50% of the city. BFI continues to serve the other 50%.
Curt Corrow will continue in the business as a Randy's Sanitation employee.
It is required that the Elk River City Council approve the transfer of Corrow's city
contract to Randy's in writing. The attached portion of the contract titled, "Assignment
and Transfer", identifies four conditions that must be meet to approve the transfer. The
following are staff's comments regarding those four conditions:
1)
Randy's is currently one of three haulers the city uses for residential refuse
service. They have demonstrated their ability to provide this service
adequately.
2)
The city will still have two contracted haulers after Randy's purchases
Corrow. The city also has the ability to have its residential refuse service go
out for bids. Staff does not feel the pending purchase will create an anti-trust
situation.
3)
The Council's approval of the transfer should be made contingent on the
execution of a document stating that Randy's expressly assumes Corrow's
obligations to the city under their contract. Randy's is preparing this
document and staff anticipates our attorney's opinion on it prior to Monday
night's meeting.
4)
The City Attorney will also be reviewing the purchase agreement between
Randy's and Corrow, which hopefully will be completed by Monday night.
Staff recommends the Council approve the transfer of Corrow Sanitation's contract
with the City of Elk River to Randy's Sanitation contingent on the City Attorneys
review. A certified copy of the minutes from the meeting will suffice as written
confirmation to Randy's of the Council's action.
13065 Orono Parkway · P.O. Box 490 · Elk River, MN 55330 · TDD & Phone (763) 441-7420 · Fax (763) 441-7425
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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)
(b)
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 ~vritten approval of the City, which approval will
not be unreasonably withheld.
The City shall be entitled to require, except as otherwise provided
in this Agreement, as conditions to any such approval that:
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 bxpressly 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
4)
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 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)
(b)
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 ten (10) days to comply. Failure by the
Contractor to comply with the Agreement by the end of the 1 O-day
period will result in cause for the City to terminate this Agreement
by written notice to the Contractor.
Upon failure of the Contractor to fulfill any of the provisions of
this Agreement, the City Administrator shall be authorized to hire
such personnel equitSment, 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).
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