ATTACHMENT C (DRAFT)
(_______________)
Issued by
DES MOINES METROPOLTAN AREA SOLID WASTE AGENCY,
D/B/A METRO WASTE AUTHORITY
300 E. Locust, Suite 100
Des Moines, IA 50309
515-244-0021
[INSERT DATE]
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THIS AGREEMENT is made and entered into this ____ day of ________, 2014 by and between Des Moines Metropolitan Area Solid Waste Agency, d/b/a Metro Waste
Authority, an intergovernmental agency formed pursuant to chapter 28E of the Code of
Iowa, whose address is 300 East Locust St., Des Moines, Iowa 50309 ("MWA"), and
____________, a ________________, whose address is ____________________ (the
"Company").
WHEREAS, MWA has implemented a recycling drop-off program (the “Program”) for the City of Elkhart, Iowa and the City of Polk City, Iowa (together, the “Cities”); and
WHEREAS, in connection therewith, MWA desires to contract with the Company for certain collection, transportation and processing services for recyclable materials
(the “Materials”), as more specifically set forth below (the “Services”); and
WHEREAS, the Company is willing to provide the Services on the terms and conditions hereafter set forth.
NOW, THEREFORE , in consideration of their mutual promises hereinafter set forth, the parties agree as follows:
1. Retention. MWA hereby retains the Company to provide the Services, and the
Company agrees to perform the Services in accordance with the terms and conditions hereinafter set forth.
2. Drop-off Sites . The designated Material dropoff sites (the “Drop-off Sites”) are as follows:
A. Elkhart: Corner of Elm Street and Railroad Avenue, Elkhart, Iowa 50073.
B. Polk City: 301 E. Northside Drive, Polk City, Iowa 50266.
The Drop-off Sites are subject to change upon written notice from MWA to the
Company.
3. Description of Services . The Company shall perform the following in connection with the Services:
A. Collection .
Collect recyclable containers at the Drop-off Sites. The
Company is responsible for cleaning up any litter that shall result during the collection of the containers.
B. Transportation / Processing. Transport all recyclables from the Drop-off
Sites to one of the following recycling processing facilities (each, a
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“Processing Facility”): International Paper, whose address is
_______________, Waste Management Recycling, whose address is
__________________, or another processing facility mutually agreed upon in writing by MWA and the Company.
C. Record Keeping. Keep complete and accurate records showing (i) the amount of recyclables (in tons) delivered from the Drop-off Sites to the
Processing Facilities and (ii) the Processing Fees (as defined below). The amount of recyclables delivered shall be derived from certified scale tickets and/or invoices from the Processing Facility. Any material offset costs shall be noted on such certified scale tickets and/or such invoices.
D. Off-Site Container: Store one container on the Company’s own property in order to exchange containers as needed.
E. Other. Perform such other duties as are hereinafter set forth.
4. MWA Duties . MWA shall:
A. Communicate with the Cities to determine when collection of the Material is needed at the Drop-off Sites.
B. Communicate with the Company to notify the Company when collection of the Material is needed at the Drop-off Sites.
5. Fees.
MWA shall pay the following fees to the Company: (a) a flat fee (as set forth below) for each placement and removal of a container (the “Flat Fee”), and
(b) the processing fees paid by the Company to the Processing Facilities (the
“Processing Fees”).
A. The Flat Fee shall be as follows:
Location Flat Fee (Per Placement and
Removal of Container)
Elkhart $
Polk City $
B. The Processing Fees shall be invoiced separately by the Company or shall be a separate line item on the invoices for the Flat Fee.
C. MWA shall pay the Company fees due hereunder within thirty (30) days of receipt of invoice.
6. Processing Fees Price Adjustments.
In the event the Processing Fees increase or decrease during the term of this Agreement, MWA will pay to the
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Company the actual Processing Fees charged to the Company by the
Processing Facilities.
7. No Landfilling . The Company agrees and acknowledges that the Material shall not be landfilled. The Processing Facility will be responsible for sorting nonrecyclable material (“Non-Recyclable Material”) from the Material. If the
Processing Facility determines the majority (i.e., over 50%) of the Material is
Non-Recyclable Material, the Company shall notify MWA to allow for the Non-
Recyclable Material to be hauled to a landfill.
8.
Compliance.
The Company shall comply at all times with all federal, state and local laws, rules and regulations governing or having application to the duties to be performed by it hereunder.
9. Office Hours . The Company shall maintain a local office
(the “”Company
Office”) in the Des Moines Metropolitan area with human supervision for accepting phone calls between the hours of _____ a.m. and _____ p.m., Monday through Friday. The Company Office shall have an answering service to receive phone calls during non-business hours.
9. Property. All Material (and, if applicable, any Non-Recyclable Material) collected under the Program shall become the property of the Contractor when loaded onto Contractor vehicles.
10. Term.
Subject to the terms of paragraph 15, the term of this Agreement shall commence ____________, 2014, and shall terminate ____________, 201__.
MWA shall have the option, in its sole discretion, to renew this Agreement for two
(2) one-year terms. MWA shall exercise its renewal option by written notice delivered to the Company at least sixty (60) days prior to the commencement of the renewal term and shall designate the term for which renewal is made. The right of MWA to extend the initial term as set forth above does not constitute or imply any obligation to do so. Additional renewal terms may be negotiated upon mutually agreeable terms.
11. Insurance:
A. Liability Insurance . The Company shall keep all trucks and motor vehicles used in the performance of this Agreement insured with a minimum public liability insurance of $1,000,000 for any one person;
$1,000,000 for any one accident; and $1,000,000 for property damage.
The Company shall also maintain a policy of general liability insurance in an amount satisfactory to MWA. The Company shall provide certificates of Insurance to MWA.
(1) Approval of the insurance by MWA shall not, in any way, relieve or decrease the liability of the Company hereunder, and it is expressly understood that MWA does not, in any way, represent that the
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above specified insurance or limits of liability are sufficient or adequate to protect the Company's interest or liabilities.
(2) MWA, the Company, and each individual member municipality of
MWA shall be named as additional insured in these policies for coverage needed only for work as specified in this Agreement, which shall provide that the coverage may not be terminated or changed by the insurer except upon 30 days' written notice to MWA and the individual member municipalities of MWA.
B. Workers' Compensation Insurance . The Company shall, at all times, keep fully insured, at its own expense, all persons employed by it in connection with the performance of its obligations hereunder as required by the laws of the State of Iowa relating to Workers' Compensation
Insurance and shall hold MWA free and harmless from all liability to any employee of the Company or its agents, who may be insured while performing work or labor necessary to carry out the provisions of this
Agreement. The Company shall supply to MWA memorandum policies.
C. Property Insurance . All responsibilities for maintaining property insurance on any premises, structures or equipment owned or operated by the Company remains solely with the Company which may, at its sole option, insure against any other perils, and such responsibility shall remain with the Company until such time as this Agreement is terminated.
13. Performance of Contract.
The Company shall supply all labor, material and equipment necessary to carry out this Agreement except as otherwise expressly provided elsewhere in this Agreement. The Company agrees to pay all persons doing work or furnishing skill, tools, machinery, materials, insurance premiums, equipment, or supplies and all just claims for such work, material, equipment insurance, and supplies in and about the performance of this Agreement.
14. Indemnification.
The Company agrees to indemnify, defend and hold MWA and each member municipality (including present and future officers, directors, owners, employees, agents and affiliates of MWA and each member municipality) harmless from and against any and all liabilities, claims, costs, losses, damages or other expenses (including without limitation, costs of defense, settlement and reasonable attorney’s fees) which MWA and each member municipality may hereafter incur, become responsible for or pay out as a result of death or bodily injuries to any person, damage to any property (including the Drop-off Sites), contamination of or adverse effects on the environment, or any violation or alleged violation of laws, orders or regulations (including, without limitation, the Resource Conservation and Recovery Act, as amended, the
Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Toxic Substances Control Act, as amended, and the Occupation
Safety and Health Act of 1970, as amended, or any state or local equivalents), caused in whole or in part by any negligent or willful act of the Company in the
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performance of this Agreement or breach of any term or condition of this
Agreement by the Company, its employees or agents.
15. Termination .
MWA may terminate this Agreement at any time upon 30 days’ written notice to the Company.
16. Safety.
A. The Company shall place the highest importance and priority upon the health and safety of its employees. The Company will take all necessary precautions for the safety of its employees, subcontractors and agents who assist in the performance of this Agreement.
B. The Company shall perform the Services in accordance with all applicable federal, state and local laws, rules, regulations, and orders, including, but not limited to, the Resource Conservation and Recovery
Act, regulations, rules and orders of the Environmental Protection
Agency, the U.S. Department of Transportation, Iowa ’s Department of
Natural Resources, and state and federal Occupational Health and Safety
Authorities.
C. The Company shall be solely responsible for any fines, penalties, or any other liability or consequence whatsoever resulting from its failure to abide by, or its violation of, any laws, statutes, ordinances, rules or regulations and shall indemnify MWA from any such charges or liability.
17. No Guaranty of Volume of Business in Quantity or Dollars . The parties agree and acknowledge that the Company is not contractually committed to any guarantee of a volume of business in quantity or dollar amounts under this
Agreement.
18. Governing Law.
This Agreement is governed in all respects by the laws of the
State of Iowa, and all obligations are enforceable in accordance therewith.
19. Notice. Except as otherwise herein provided, all notices required to be served by either party on the other shall be in writing and forwarded by certified mail to the principal office of the party to which notice is given, as follows:
If to Company: _________________________
_________________________
_________________________
_________________________
If to MWA: Reo Menning
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Metro Waste Authority
300 East Locust Street, Suite 100
Des Moines, Iowa 50309
20. Successors and Assigns . The Company binds itself jointly and severally, its successors, executors, administrators and assigns to MWA in respect to all covenants of this Agreement, except that the Company shall not assign or transfer any part of its interest in this Agreement or sublet as a whole nor shall the Company assign any monies due, or to become due, without MWA's prior written consent.
21. Severability .
All parts and provisions of this Agreement are severable. If any part or provision shall be held invalid, the remainder of this Agreement shall remain in effect.
22. Entire Agreement.
This writing 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.
IN WITNESS WHEREOF , the parties have executed this Agreement on the date first set forth above.
AUTHORITY: COMPANY:
_______________________________ DES MOINES METROPOLITAN
AREA SOLID WASTE AGENCY, d/b/a METRO WASTE AUTHORITY
By:____________________________
Name: Reo Menning______________
Title: Executive Director____________
By: ____________________________
Name: _________________________
Title: ___________________________
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