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Home My WebLink About[04i] Compost Agreement 11 Council Agenda Item 4i MEETING DATE: March 7, 2016 AGENDA ITEM: Compost Agreement SUBMITTED BY: Administration/Public Works BOARD/COMMISSION/COMMITTEE RECOMMENDATION: PREVIOUS COUNCIL ACTION: In 2013 the City entered into an agreement with C &L Excavating to manage the Compost area. The cooperative agreement relocated the compost area to the C & L Property. They managed the compost operation while the City collected and issued permits, sharing the revenue. BACKGROUND INFORMATION: The Compost agreement with C & L has worked well for the City and C &L. The original contract was for a period of three years. The proposed contract is for the 2016 calendar session. BUDGET/FISCAL IMPACT: ATTACHMENTS: Request for Council Action Compost Contract REQUESTED COUNCIL ACTION: Authorize the Mayor and Administrator to execute the Compost agreement for the calendar year 2016. This page intentionally left blank COMPOSTING AGREEMENT BETWEEN THE CITY OF ST. JOSEPH, MINNESOTA AND C&L EXCAVATING THIS AGREEMENT is made and entered into this 9 day of February, 2016 , by and between the City of St. Joseph, Minnesota, a municipal corporation organized and existing under the laws of the State of Minnesota (hereinafter the "City") and C&L Excavating, Inc., a Minnesota corporation (hereinafter the "Contractor"). RECITALS WHEREAS, the City has operated a composting site for the benefit of its citizens for purposes of depositing yard wastes and branches; and WHEREAS, the City and Contractor desire to enter into a contract where the Contractor will provide a composting site for the City and the Contractor will operate the site based on the terms and conditions of this Contract. AGREEMENT IT IS HEREBY AGREED between the City of St. Joseph and C&L Excavating, Inc.: 1. Description of Services, a. Compost Site. Contractor will provide a three-acre site for purposes of composting yard waste and branches from citizens who have compost permits issued by the City. The compost site will be located at 7613 Ridgewood Road, St. Joseph, Minnesota. The three-acre site is owned by B&K Properties, LLC. And Contractor represents that it has the right to use the property as the City's composting site. b.. Composting Services. Contractor will manage the compost site and will employ the personnel to operate the site. The site will accept yard waste and branches from persons with a compost permit issued by the City. Contractor will compost the yard waste and branches. Composted material will be available, free of charge, to citizens with compost permits, ` Contractor will also have other material available at the site, such as black ' dirt and landscape rocks, which may be sold at the compost site by Contractor. C. Hours of Operation. The hours of operation for the compost site will be as follows: Monday, Wednesday, Friday—4:00 p.m. until 7:00 p.m. Saturday—8:00 a.m. until 12:00 p.m. Closed on the following Holidays: May 27- 30: Memorial Day Weekend July 1-4: 4"' of July Weekend 1 Sept 2-5: Labor Day Weekend November 24-28: Thanksgiving Weekend if weather provides Contractor will have employees on site during the above hours of operation. 2. Charges for Services. a. Payment for Services in 2016. The City will reimburse C & L Excavating per permit based on the following City C & L City/Township of St. Joseph $ 5.00/permit $ 25.00/permit St. Wendel Township $ 30.00/permit $ 30.00/permit St. Cloud $ 0.00/permit $ 45.00/permit b. Payments for Services in 2016. The City and C & L will review the services and charges and determine the cost sharing on an annual basis. C. Permit Fees. The composting permit fees for St. Joseph residents will be $30 per year. If St. Wendel participates in the community composting site, composting permit fees for St. Wendel residents will be $60 per year. If St. Cloud participates in the community composting site, composting permit fees for St. Cloud residents will be $ 45.00 per year. The fees and costs of the composting will be reviewed annually between the City and Contractor, adjusted annually by the City Council. 3. Term of Contract. The Contract shall commence on the date set forth above in r 2016, and shall remain in effect through December 31, 2016. The Contractor shall have, if all terms and provisions of the Contract are met, an exclusive right to perform the community composting for the City. 4. Renegotiations. The City and Contractor do hereby agree to meet and discuss with each other any suggested changes or amendments to this Contract in order to minimize or eliminate inequities as may arise and be found to exist in the strict performance of the provisions hereof. Any amendment, modification or change of any provision of this Contract must be in writing and signed by both parties. 5. Termination. Either party may terminate this Agreement, with or without cause, upon 45 days written notice prior to the end of the calendar year. Such termination shall be effective at the end of the calendar year. 6. Independent Contractor. The services shall be performed and furnished by Contractor as an independent contractor and not as an agent or employee of the City. The 2 services shall be performed under the sole supervision, management, direction and control of Contractor in accordance with the terms and conditions of this Agreement. Contractor will have full control, including, but not limited to, hiring, firing and supervision, of its employees to assist in the performance of this Agreement. Contractor further agrees that the services shall meet with the approval of the City, but that the detailed manner and method of performing the services shall be under the exclusive control of and in the complete discretion of Contractor. Contractor shall have no authority to act as an agent or employee of the City, or to enter into any contract or contract for or on behalf of the City. 7. Cross Indemnifiication, Contractor agrees to indemnify, defend and hold the City and City's employees, elected officials and agents harmless from any and all claims, losses, expenses, fees, including attorney fees, costs and judgments that may be asserted against the City or its employees, elected officials, and agents that result from the acts or omissions of the Contractor, the Contractor's employees and the Contractor's agents. The City agrees to indemnify, defend and hold the Contractor and Contractor's employees and agents harmless from all claims, losses, expenses, fees, including attorney fees, costs and judgments that may be asserted against the Contractor or its employees and agents that result from the acts or omissions of the City, the City's employees and the City's agents. 8. Insurance. Contractor agrees to provide and maintain insurance coverage of the types specified below to indemnify for any losses and cover any claims arising out of the furnishing of the services covered by this Agreement: • Commercial general liability for both body injury and property damage; • Commercial automobile liability; • Workers' compensation coverage as required by Minnesota law. 1 The Contractor will provide the City with evidence that all policies are current and in 1 effect. t y The City agrees to provide and maintain insurance coverage of the types specified below to indemnify for any losses and cover any claims arising out its duty to indemnify the Contractor for any acts or omissions of the City: I • Commercial general liability for both body injury and property damage; • Commercial automobile liability; • Workers' compensation coverage as required by Minnesota law. The City will provide the Contractor with evidence that all policies are current and in effect. 9. Assignment. Contractor's obligations under this Agreement shall not be assigned or transferred to any other person, firm, of corporation without the prior written consent of the City. A transfer of a controlling interest in the ownership of Contractor shall also be considered an assignment of this Agreement and shall be subject to the prior written consent of the City. The City may withhold consent to the assignment in the City's sole discretion. Consent to one 3 assignment or transfer of this Agreement shall not relieve the obligation to obtain the City's consent to any subsequent assignment or transfers. 10. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United Sates mail, postage prepaid, addressed as follows: If toCity: If to Contractor: City of St. Joseph C&L Excavating, Inc. 25 College Ave. N. PO Box 99 P.O. Box 668 St. Joseph, MN 56374 St. Joseph, MN 56374 11. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. 12. Amendment. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. 13. Severabili . If any provision of this Agreement shall be held to be invalid or unenforceable for any reason,the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable,but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. 14. Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 15. Applicable Law. This Agreement shall be governed by the laws of the State of Minnesota. FOR C&L EXCAVATING, INC.: f Print name: Kevr (Date) Pr41 title: yt;Iwaess) (Date) FOR CITY OF ST. JOSEPH: --_----------------------------- ------- .....� �.�....._. Rick Schultz, Mayor (Date) --- .__ —. Judy Weyrens, City Administrator (Date) 4