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HomeMy WebLinkAboutRESOLUTION NO. 2012-26 RESOLUTION 2012-26 A RESOLUTION APPROVING THE WASTE AND RECYCLING COLLECTION AGREEMENT WITH JOHNSON COUNTY REFUSE, INC. WHEREAS, The City of Fairfax desires to have Johnson County Refuse, Inc. provide solid waste and recycling collection within the corporate limits of the City of Fairfax; and WHEREAS, the City of Fairfax and Johnson County Refuse, Inc. have drafted the attached Waste and Recycling Collection Agreement covering the requirements for such collection. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Fairfax, Iowa, to have the City of Fairfax enter into the attached Waste and Recycling Collection Agreement with Johnson County Refuse, Inc. and to have said Agreement effective from July 1, 2012, to June 30, 2015; and BE IT FURTHER RESOLVED, by the City Council of the City of Fairfax, Iowa, that the Mayor and City Clerk are hereby directed to certify this resolution of approval and the Mayor is authorized to sign the Waste and Recycling Collection Agreement with Johnson County Refuse, Inc. Passed and approved this 8th day of May, 2012. AYES: Beer, Frieden, Otto, and Wainwright NAYS: None ABSENT: Magers Jason abe, Mayor ATTEST: (/PA Cynihia Stimson, City Clerk/Treasurer WASTE AND RECYCLING COLLECTION AGREEMENT THIS AGREEMENT is made and entered into this eighth day of May, 2012, by and between the City of Fairfax and Johnson County Refuse, Inc.,North Liberty, IA 52317. WHEREAS, the intent of this Agreement is to provide for the legal and safe collection, removal, and recovery/disposal of waste and recyclable materials from residences and City properties; and WHEREAS, the City requires that the company hired pursuant to this contract shall have the ability to remove waste and recyclable materials in compliance with local, state, and federal ordinances, laws, and regulations; and WHEREAS, in connection therewith, the City desires to contract with the Contractor for certain collection, transportation, recycling, and disposal services; and WHEREAS, the Contractor is willing to provide such 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: I. DEFINITIONS A. This Waste and Recycling Collection Agreement shall comprise the Agreement by and between Contractor and the City. The Agreement contains the entire agreement of the parties and no amendment or modification of the Agreement shall be valid or effective unless in writing and signed by the parties thereto. Provided, if there is a conflict between the provisions of this Agreement and the other documents comprising the Agreement, the provisions of this Agreement shall control. II. SCOPE OF WORK A. The contractor shall provide labor and equipment needed to collect commingled recyclables and solid waste from City curbsides and alleys on the same day each week from 7:00 AM to 5:00 PM. Should the holidays of New Years Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day fall on collection day, then collection will take placed the following day or as designated by the contractor. B. To encourage recycling and make the cost of collection more equitable, the City has a volume based pricing program. For their monthly fee, households are allowed to set out one 34 gallon container (maximum 40 pounds) of garbage as well as an unlimited amount of designated recyclables weekly as well as unlimited yard waste each week from April through November. Each additional waste container must have a tag affixed. The Fairfax City Council will determine the cost of the tags, as well as purchase and distribute the tags for sale to residents. 1 C. The contractor shall provide labor and equipment needed to collect yard compostables (leaves, brush and garden debris)weekly—April through November. D. Bulky items are to be collected once per year at a designated location. The City will determine the annual collection date and location. E. The contractor's bid shall be based on weekly collection of the following recyclables: • Newsprint • Magazines • Mixed Paper • Chipboard • Corrugated Cardboard • Plastics (1, 2, 3, 4, 5, 6, & 7), excluding styrofoam and motor oil containers • Glass (clear, brown, green) • Tin, Steel, and Aluminum Cans F. The City will consider additional collection of recyclables proposed by the contractor. G. The recycling bins, which are the property of the hauler, do not require a tag. Johnson County Refuse will supply containers for recyclable material. Individual households shall provide their own waste containers, no larger than 34 gallons each and with a limit of 40 pounds per container and place at the curb. Yard waste will be placed in rigid containers or Kraft bags. Branches need to be bundled in lengths no longer that four foot and be no more than three inches in diameter. H. All contractor personnel are to act in a courteous and professional manner. 1. Contractor shall maintain a staffed office during regular business hours (8 AM — 5 PM Monday through Friday) for accepting calls from residents regarding the services provided under this agreement. J. The City of Fairfax will provide the official stop count (number of households) to the contractor month. K. The contractor shall keep all equipment used for service in sanitary and good operating condition. L. The contractor is required to comply with all local ordinances, including the corrugated cardboard ban at Bluestem Solid Waste Agency disposal facilities. M. All such services will be provided in a good workman like manner consistent with that level of care and skill ordinarily exercised by members of the trade or profession currently practicing under similar conditions. 2 N. Contractor shall provide collection service to all single-family houses, dwellings up to and including eight (8) separate units, City Hall, City Park, Prairie Creek Park, Hawks Ridge Park, Fairfax Library, the City Maintenance Shop, and the to be constructed new Park and Athletic Fields Facility located on the south edge of Linn Street within the corporate limits of the City. The official stop count will be provided by the City and updated monthly. O. All waste materials collected from the provision of these services will be deposited at a Bluestein Solid Waste Agency, officially known as (Cedar Rapids/Linn County Solid Waste Agency) facility. The Contractor shall pay all landfill fees for waste materials and maintain a current"Landfill Use Agreement" with the Bluestein Solid Waste Agency. P. Contractor shall collect and handle recyclable material in compliance with applicable local ordinances and name the facility(ies) where recyclable material is delivered. Q A summary of the amount of recyclable material delivered to a processing facility shall be provided to the City and Bluestein Solid Waste Agency bi-annually on forms provided by the City and Bluestem Solid Waste Agency. Scale tickets from the recycling processing facility will be provided to the City on request. R. The contractor shall provide the City of Fairfax with the following: a description of their customer service procedures including accepting complaints and missed pick-up calls, a list of all equipment to be used for collection (including the make, model, year, and overall capacity for each vehicle), the name of the facility(ies) where the recyclable material is delivered, and proof of a current"Landfill Use Agreement"with Bluestein Solid Waste Agency. III. WARRANTIES AND REPRESENTATIONS A. Contractor represents and warrants that it is in full compliance with all applicable local, state and federal laws, regulations and ordinances. B. Contractor represents and warrants that it has all licenses, permits, registrations, and/or any other governmental authorizations required to provide the services under the Agreement. C. Contractor represents and warrants that it has the personnel, equipment, and financial resources to fully and satisfactorily provide services under this Agreement. IV. CONTRACTOR COMPENSATION A. For all services satisfactorily provided by the Contractor pursuant to the terms of the Agreement, the City shall pay the Contractor $11.00 per household per month for weekly curbside/alley collection of solid waste and commingled recyclables year round and weekly collection of yard compostables from the first Tuesday in April through the second Tuesday in November. The City further agrees to pay the Contractor $50.00 per load for each community clean-up event organized by the City. The City also agrees to pay any landfill expense associated with any community clean-up event load. 3 B. The Contractor shall submit an invoice to the City on the last day of each month. The City will pay invoices within thirty (30) days of receipt, providing that all services have been satisfactorily performed. V. INSURANCE REQUIREMENTS & INDEMNIFICATION A. The Contractor shall provide certificates of insurance to the City. These certificates shall show proof of the following minimum amounts of insurance: comprehensive commercial general liability insurance for $2,000,000 covering bodily injury, property damage, personal injury, and automobile liability as well as proof of workers' compensation and employers liability insurance in the amount of$500,000. Provision of such certificates shall be condition precedent to the City obligations hereunder and shall be a condition precedent to the Contractor's commencement of services hereunder. The terms of this provision shall apply to the Contractor throughout the term of this Agreement. B. The City and their respective officials, departments, employees and agents shall be named as additional insured in such policies. Coverage may not be terminated or changed by the Contractor except upon thirty (30) days written notice to the City. The policy shall provide insurance to fully cover all operating exposures and any other liability related to operating and maintaining any collection, transport and disposal services. The policy shall not contain any exclusions that will restrict coverage on any operations performed by the Contractor and shall be in a standard form policy provided for by a carrier approved by the State of Iowa. The City's approval of the minimum insurance coverage provided for herein is not intended to and shall not in any way relieve, decrease or limit the liability of the Contractor. It is expressly understood that the City does not in any way represent that the above-specified minimum insurance limits are sufficient or adequate to protect the interest or potential liabilities of the Contractor. C. The Contractor shall assume all responsibility for obtaining any casualty or liability insurance not required to be obtained under the terms of this Agreement but which the Contractor, in its sole discretion, deems necessary to protect its own interests. D. Contractor agrees to and shall hold the City free and harmless, to indemnify and defend the City from all liability for any claim that may arise by reason of injuries to any employees of the Contractor or its agents who may be injured while performing work or labor in connection with the Contractor's provision of services pursuant to this Agreement. Such agreement to indemnify, defend and hold harmless shall extend to the City and their respective officials, departments, employees and agents. The Contractor shall provide the City with Certificates of Worker's Compensations Insurance including employer's liability. Provision of such evidence of coverage shall be a condition precedent to the City's obligations hereunder and shall be a condition precedent to the Contractor's commencement of services hereunder. 4 E. Contractor shall hold harmless, indemnify and defend the City and all of its respective officials, departments, employees and agents from and against any and all damages, costs, claims, liens, fines, suits and the costs and expenses of such (including, without limitation, attorney's fees, consultant's fees, defense and settlement costs) that may arise by reason of or out of any action or inaction by Contractor or its agents, employees or subcontractors, including, without limitation, claims under CERCLA or any other environmental law. F. To the extent allowed by law, the City shall hold harmless and indemnify the Contractor from and against any and all damages, costs, claims, liens, fines, suits and the costs and expenses of such (including, without limitation, attorney's fees, consultant's fees, defense and settlement costs) that may arise by reason of or out of the negligent action or inaction by the City or its employees. VI. TERM OF AGREEMENT A. The Agreement period will be from July 1, 2012, to June 30, 2015. The City may extend the Agreement for a three-year term, if the City and Contractor agree upon the terms and conditions of such renewal. The City shall exercise its option by written notice delivered to the Contractor at least ninety (90) days prior to the commencement of the renewal term. VII. INSPECTION OF OPERATIONS AND/OR RECORDS A. The City shall have the right, but not the duty, to inspect any equipment, facility or service used by the Contractor in providing services pursuant to this Agreement and, likewise, the right to inspect and make and keep copies of all books and records maintained by the Contractor which relate to the services provided by the Contractor hereunder, at any reasonable time and upon reasonable notice. Such inspections shall be conducted in a manner so as to minimize disruption to the Contractor's business. The Contractor shall cooperate fully with the City during any inspection. VIII. TERMINATION OF AGREEMENT A. This Agreement shall terminate automatically as of midnight, June 30, 2015, unless renewed pursuant to Section VI of this Agreement. B. This Agreement shall terminate automatically as of the date the Contractor makes a general assignment for the benefit of its creditors or proceedings are commenced in a court of competent jurisdiction for the reorganization, liquidation or voluntary dissolution of the Contractor, or for its adjudication as bankrupt, or for the appointment of a receiver of the property of the Contractor. Upon any termination under this provision, this Agreement shall not be or become an asset of the Contractor in the hands of any trustee or receiver. 5 C. Either party shall have the right to terminate this Agreement at anytime for cause. Cause is defined as any breach by the other party of any provisions of the Agreement, including the warranties and representations, or the insolvency of the Contractor or reason set forth in paragraph VIII. (H). The terminating party shall exercise its right to terminate by written notice to the other party of its intent to terminate the Agreement. Such notice shall set forth the reason or reasons for such termination. The party receiving the notice shall have thirty (30) days following the receipt of such notification to remedy the cause for termination set forth in such notice and if such party shall fail within said thirty (30) days, to remedy such cause, this contract shall terminate. D. Upon termination of this Agreement under the provisions of this section or otherwise, the City shall have no further obligations to the Contractor (except payment for services satisfactorily performed as of date of the written notice of termination and expenses incurred with prior written consent of the City), provided, however, that termination shall not abrogate impair, release or extinguish any debt, duty, obligation or liability of the Contractor to the City hereunder which may have accrued prior to or arising before such termination, including, but not limited to, any such debt, duty, obligation or liability which was the cause of termination or which may arise out of such cause, and the City shall have the right to withhold any payment or partial payment then due or to become due to the Contractor hereunder for application against any such debt, duty, obligation, or liability. The duty of the Contractor to indemnify, hold harmless and defend shall survive the termination of the Agreement., E. No right or remedy conferred upon the City under the terms of this Agreement, including, but not limited to, the right to termination, shall be exclusive of any other right conferred upon the City under the terms of this Agreement or by law or equity. All such rights are cumulative and no single exercise of any such right or remedy shall preclude the exercise of any other such right or remedy with respect to the same or any other breach by the Contractor. F. In the event of any termination of the Agreement, the City shall have the right to forthwith take possession of copies of all records prepared by or used by the Contractor in the performance of the Agreement through the date of termination and the Contractor shall have the duty to provide same to the City. G. The City shall have the right to terminate this Agreement if there is an individual or aggregate transfer of interest in ownership of the Contractor at any time or over time greater than forty-five (45) percent. The Contractor shall notify the City of any change in ownership of the Contractor or transfer of any equity interest in the Contractor within ten (10) days of such change. Failure to do so constitutes a breach of this Agreement. 6 IX. MISCELLANEOUS A. Illegal Provisions. If any provisions of the Agreement shall be declared illegal, void or unenforceable, the other provisions shall not be affected but shall remain in full force and effect. B. Relationship of Parties. Nothing in this Agreement is intended, nor should it be interpreted or construed, as in any way to establish a partnership between the parties hereto or as constituting the Contractor as the agent, representative or employee of the City or vice versa, for any purpose whatsoever. The Contractor is, and shall remain during the term of this Agreement, an independent Contractor with respect to the performance of the obligations hereunder and in its relationship to the City. C. Nonwaiver. No failure, forbearance, neglect or delay by either party to enforce this Agreement or any provision of this Agreement or to exercise any of such party's rights hereunder shall effect or limit such party's right to strictly enforce the same, or constitute or be interpreted as a waiver of any right to enforce this agreement or any provision thereof in the future. D. Resolution of Dispute. Any controversy, claim or dispute between the parties, directly or indirectly, concerning this Agreement or the breach hereof or the subject matter hereof which cannot be resolved informally shall be adjudicated or formally settled in Linn County, Iowa. E. No Guarantee. Nothing in this Agreement is intended and shall not in any event be interpreted or construed as any promise or guaranty to the Contractor of any particular quantity of solid waste, recyclable material, or yard waste. Contractor enters into this Agreement in sole reliance on its own skill, knowledge, judgment and investigation concerning all matters that a reasonable and prudent businessperson would investigate before entering into an agreement such as this. F. Headings. Headings in this Agreement are for the sake of convenience and organization and shall not be accorded substantive meaning in the construction and interpretation of this Agreement. G. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Iowa. H. Notice. Contractor shall designate in writing one individual as a primary contact for all matters relating to this contract and shall update such designation as necessary. Except as otherwise herein provided, all notices required or permitted to be served by either party or the other shall be in writing and shall be deemed given when hand delivered or when mailed by certified mail to the principal office of the party to which notice is given, as follows: If to Contractor: Name: Steve Smith Address: 970-23 8th St. PO Box 200 North Liberty, Iowa 52317 Office Phone: 319-665-4498 Phone: 319-330-1726 - cell Fax: 319-665-2468 7 If to City: Name: Cynthia Stimson Address: 525 Vanderbilt Street PO Box 337 Fairfax, Iowa 52228 Phone: 319-846-2204 Fax: 319-846-3480 I. Non-discrimination. The Contractor agrees that during the term of this Agreement, the Contractor will not, within the State of Iowa or elsewhere, discriminate against any employee or applicant for employment because of race, color, creed, national origin, ancestry, sex, disability, religion, age (18 or older), or marital status and will include a similar provision in all subcontracts entered into in connection with the performance of the Contractor's obligations hereunder. J. Assignment. The Contractor shall not assign this Agreement or any part of it to any other party without the express written consent of the City. Nor shall the Contractor pledge, hypothecate or otherwise create any interest, whether for security or otherwise, in any other party to the payments due Contractor under the terms of this Agreement. K. 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above. CITY: CONTRACTOR: By By Jason abe, Mayor Steve Smith, President City of Fairfax Johnson County Refuse, Inc. s WASTE AND RECYCLING COLLECTION AGREEMENT THIS AGREEMENT is made and entered into this eighth day of May, 2012, by and between the City of Fairfax and Johnson County Refuse, Inc., North Liberty, IA 52317. WHEREAS, the intent of this Agreement is to provide for the legal and safe collection, removal, and recovery/disposal of waste and recyclable materials from residences and City properties; and WHEREAS, the City requires that the company hired pursuant to this contract shall have the ability to remove waste and recyclable materials in compliance with local, state, and federal ordinances, laws, and regulations; and WHEREAS, in connection therewith, the City desires to contract with the Contractor for certain collection, transportation, recycling, and disposal services; and WHEREAS, the Contractor is willing to provide such 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: I. DEFINITIONS A. This Waste and Recycling Collection Agreement shall comprise the Agreement by and between Contractor and the City. The Agreement contains the entire agreement of the parties and no amendment or modification of the Agreement shall be valid or effective unless in writing and signed by the parties thereto. Provided, if there is a conflict between the provisions of this Agreement and the other documents comprising the Agreement, the provisions of this Agreement shall control. II. SCOPE OF WORK A. The contractor shall provide labor and equipment needed to collect commingled recyclables and solid waste from City curbsides and alleys on the same day each week from 7:00 AM to 5:00 PM. Should the holidays of New Years Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day fall on collection day, then collection will take placed the following day or as designated by the contractor. B. To encourage recycling and make the cost of collection more equitable, the City has a volume based pricing program. For their monthly fee, households are allowed to set out one 34 gallon container (maximum 40 pounds) of garbage as well as an unlimited amount of designated recyclables weekly as well as unlimited yard waste each week from April through November. Each additional waste container must have a tag affixed. The Fairfax City Council will determine the cost of the tags, as well as purchase and distribute the tags for sale to residents. 1 C. The contractor shall provide labor and equipment needed to collect yard compostables (leaves, brush and garden debris) weekly—April through November. D. Bulky items are to be collected once per year at a designated location. The City will determine the annual collection date and location. E. The contractor's bid shall be based on weekly collection of the following recyclables: • Newsprint • Magazines • Mixed Paper • Chipboard • Corrugated Cardboard • Plastics (1, 2, 3, 4, 5, 6, & 7), excluding styrofoam and motor oil containers • Glass (clear, brown, green) • Tin, Steel, and Aluminum Cans F. The City will consider additional collection of recyclables proposed by the contractor. G. The recycling bins, which are the property of the hauler, do not require a tag. Johnson County Refuse will supply containers for recyclable material. Individual households shall provide their own waste containers, no larger than 34 gallons each and with a limit of 40 pounds per container and place at the curb. Yard waste will be placed in rigid containers or Kraft bags. Branches need to be bundled in lengths no longer that four foot and be no more than three inches in diameter. H. All contractor personnel are to act in a courteous and professional manner. 1. Contractor shall maintain a staffed office during regular business hours (8 AM — 5 PM Monday through Friday) for accepting calls from residents regarding the services provided under this agreement. J. The City of Fairfax will provide the official stop count (number of households) to the contractor month. K. The contractor shall keep all equipment used for service in sanitary and good operating condition. L. The contractor is required to comply with all local ordinances, including the corrugated cardboard ban at Bluestem Solid Waste Agency disposal facilities. M. All such services will be provided in a good workman like manner consistent with that level of care and skill ordinarily exercised by members of the trade or profession currently practicing under similar conditions. 2 N. Contractor shall provide collection service to all single-family houses, dwellings up to and including eight (8) separate units, City Hall, City Park, Prairie Creek Park, Hawks Ridge Park, Fairfax Library, the City Maintenance Shop, and the to be constructed new Park and Athletic Fields Facility located on the south edge of Linn Street within the corporate limits of the City. The official stop count will be provided by the City and updated monthly. O. All waste materials collected from the provision of these services will be deposited at a Bluestein Solid Waste Agency, officially known as (Cedar Rapids/Linn County Solid Waste Agency) facility. The Contractor shall pay all landfill fees for waste materials and maintain a current "Landfill Use Agreement" with the Bluestein Solid Waste Agency. P. Contractor shall collect and handle recyclable material in compliance with applicable local ordinances and name the facility(ies) where recyclable material is delivered. Q A summary of the amount of recyclable material delivered to a processing facility shall be provided to the City and Bluestein Solid Waste Agency bi-annually on forms provided by the City and Bluestein Solid Waste Agency. Scale tickets from the recycling processing facility will be provided to the City on request. R. The contractor shall provide the City of Fairfax with the following: a description of their customer service procedures including accepting complaints and missed pick-up calls, a list of all equipment to be used for collection (including the make, model, year, and overall capacity for each vehicle), the name of the facility(ies) where the recyclable material is delivered, and proof of a current"Landfill Use Agreement" with Bluestein Solid Waste Agency. III. WARRANTIES AND REPRESENTATIONS A. Contractor represents and warrants that it is in full compliance with all applicable local, state and federal laws, regulations and ordinances. B. Contractor represents and warrants that it has all licenses, permits, registrations, and/or any other governmental authorizations required to provide the services under the Agreement. C. Contractor represents and warrants that it has the personnel, equipment, and financial resources to fully and satisfactorily provide services under this Agreement. IV. CONTRACTOR COMPENSATION A. For all services satisfactorily provided by the Contractor pursuant to the terms of the Agreement, the City shall pay the Contractor $11.00 per household per month for weekly curbside/alley collection of solid waste and commingled recyclables year round and weekly collection of yard compostables from the first Tuesday in April through the second Tuesday in November. The City further agrees to pay the Contractor $50.00 per load for each community clean-up event organized by the City. The City also agrees to pay any landfill expense associated with any community clean-up event load. 3 B. The Contractor shall submit an invoice to the City on the last day of each month. The City will pay invoices within thirty (30) days of receipt, providing that all services have been satisfactorily performed. V. INSURANCE REQUIREMENTS & INDEMNIFICATION A. The Contractor shall provide certificates of insurance to the City. These certificates shall show proof of the following minimum amounts of insurance: comprehensive commercial general liability insurance for $2,000,000 covering bodily injury, property damage, personal injury, and automobile liability as well as proof of workers' compensation and employers liability insurance in the amount of$500,000. Provision of such certificates shall be condition precedent to the City obligations hereunder and shall be a condition precedent to the Contractor's commencement of services hereunder. The terms of this provision shall apply to the Contractor throughout the term of this Agreement. B. The City and their respective officials, departments, employees and agents shall be named as additional insured in such policies. Coverage may not be terminated or changed by the Contractor except upon thirty (30) days written notice to the City. The policy shall provide insurance to fully cover all operating exposures and any other liability related to operating and maintaining any collection, transport and disposal services. The policy shall not contain any exclusions that will restrict coverage on any operations performed by the Contractor and shall be in a standard form policy provided for by a carrier approved by the State of Iowa. The City's approval of the minimum insurance coverage provided for herein is not intended to and shall not in any way relieve, decrease or limit the liability of the Contractor. It is expressly understood that the City does not in any way represent that the above-specified minimum insurance limits are sufficient or adequate to protect the interest or potential liabilities of the Contractor. C. The Contractor shall assume all responsibility for obtaining any casualty or liability insurance not required to be obtained under the terms of this Agreement but which the Contractor, in its sole discretion, deems necessary to protect its own interests. D. Contractor agrees to and shall hold the City free and harmless, to indemnify and defend the City from all liability for any claim that may arise by reason of injuries to any employees of the Contractor or its agents who may be injured while performing work or labor in connection with the Contractor's provision of services pursuant to this Agreement. Such agreement to indemnify, defend and hold harmless shall extend to the City and their respective officials, departments, employees and agents. The Contractor shall provide the City with Certificates of Worker's Compensations Insurance including employer's liability. Provision of such evidence of coverage shall be a condition precedent to the City's obligations hereunder and shall be a condition precedent to the Contractor's commencement of services hereunder. 4 E. Contractor shall hold harmless, indemnify and defend the City and all of its respective officials, departments, employees and agents from and against any and all damages, costs, claims, liens, fines, suits and the costs and expenses of such (including, without limitation, attorney's fees, consultant's fees, defense and settlement costs) that may arise by reason of or out of any action or inaction by Contractor or its agents, employees or subcontractors, including, without limitation, claims under CERCLA or any other environmental law. F. To the extent allowed by law, the City shall hold harmless and indemnify the Contractor from and against any and all damages, costs, claims, liens, fines, suits and the costs and expenses of such (including, without limitation, attorney's fees, consultant's fees, defense and settlement costs) that may arise by reason of or out of the negligent action or inaction by the City or its employees. VI. TERM OF AGREEMENT A. The Agreement period will be from July 1, 2012, to June 30, 2015. The City may extend the Agreement for a three-year term, if the City and Contractor agree upon the terms and conditions of such renewal. The City shall exercise its option by written notice delivered to the Contractor at least ninety (90) days prior to the commencement of the renewal term. VII. INSPECTION OF OPERATIONS AND/OR RECORDS A. The City shall have the right, but not the duty, to inspect any equipment, facility or service used by the Contractor in providing services pursuant to this Agreement and, likewise, the right to inspect and make and keep copies of all books and records maintained by the Contractor which relate to the services provided by the Contractor hereunder, at any reasonable time and upon reasonable notice. Such inspections shall be conducted in a manner so as to minimize disruption to the Contractor's business. The Contractor shall cooperate fully with the City during any inspection. VIII. TERMINATION OF AGREEMENT A. This Agreement shall terminate automatically as of midnight, June 30, 2015, unless renewed pursuant to Section VI of this Agreement. B. This Agreement shall terminate automatically as of the date the Contractor makes a general assignment for the benefit of its creditors or proceedings are commenced in a court of competent jurisdiction for the reorganization, liquidation or voluntary dissolution of the Contractor, or for its adjudication as bankrupt, or for the appointment of a receiver of the property of the Contractor. Upon any termination under this provision, this Agreement shall not be or become an asset of the Contractor in the hands of any trustee or receiver. 5 C. Either party shall have the right to terminate this Agreement at anytime for cause. Cause is defined as any breach by the other party of any provisions of the Agreement, including the warranties and representations, or the insolvency of the Contractor or reason set forth in paragraph VIII. (H). The terminating party shall exercise its right to terminate by written notice to the other party of its intent to terminate the Agreement. Such notice shall set forth the reason or reasons for such termination. The party receiving the notice shall have thirty (30) days following the receipt of such notification to remedy the cause for termination set forth in such notice and if such party shall fail within said thirty (30) days, to remedy such cause, this contract shall terminate. D. Upon termination of this Agreement under the provisions of this section or otherwise, the City shall have no further obligations to the Contractor (except payment for services satisfactorily performed as of date of the written notice of termination and expenses incurred with prior written consent of the City), provided, however, that termination shall not abrogate impair, release or extinguish any debt, duty, obligation or liability of the Contractor to the City hereunder which may have accrued prior to or arising before such termination, including, but not limited to, any such debt, duty, obligation or liability which was the cause of termination or which may arise out of such cause, and the City shall have the right to withhold any payment or partial payment then due or to become due to the Contractor hereunder for application against any such debt, duty, obligation, or liability. The duty of the Contractor to indemnify, hold harmless and defend shall survive the termination of the Agreement., E. No right or remedy conferred upon the City under the terms of this Agreement, including, but not limited to, the right to termination, shall be exclusive of any other right conferred upon the City under the terms of this Agreement or by law or equity. All such rights are cumulative and no single exercise of any such right or remedy shall preclude the exercise of any other such right or remedy with respect to the same or any other breach by the Contractor. F. In the event of any termination of the Agreement, the City shall have the right to forthwith take possession of copies of all records prepared by or used by the Contractor in the performance of the Agreement through the date of termination and the Contractor shall have the duty to provide same to the City. G. The City shall have the right to terminate this Agreement if there is an individual or aggregate transfer of interest in ownership of the Contractor at any time or over time greater than forty-five (45) percent. The Contractor shall notify the City of any change in ownership of the Contractor or transfer of any equity interest in the Contractor within ten (10) days of such change. Failure to do so constitutes a breach of this Agreement. 6 IX. MISCELLANEOUS A. Illegal Provisions. If any provisions of the Agreement shall be declared illegal, void or unenforceable, the other provisions shall not be affected but shall remain in full force and effect. B. Relationship of Parties. Nothing in this Agreement is intended, nor should it be interpreted or construed, as in any way to establish a partnership between the parties hereto or as constituting the Contractor as the agent, representative or employee of the City or vice versa, for any purpose whatsoever. The Contractor is, and shall remain during the term of this Agreement, an independent Contractor with respect to the performance of the obligations hereunder and in its relationship to the City. C. Nonwaiver. No failure, forbearance, neglect or delay by either party to enforce this Agreement or any provision of this Agreement or to exercise any of such party's rights hereunder shall effect or limit such party's right to strictly enforce the same, or constitute or be interpreted as a waiver of any right to enforce this agreement or any provision thereof in the future. D. Resolution of Dispute. Any controversy, claim or dispute between the parties, directly or indirectly, concerning this Agreement or the breach hereof or the subject matter hereof which cannot be resolved informally shall be adjudicated or formally settled in Linn County, Iowa. E. No Guarantee. Nothing in this Agreement is intended and shall not in any event be interpreted or construed as any promise or guaranty to the Contractor of any particular quantity of solid waste, recyclable material, or yard waste. Contractor enters into this Agreement in sole reliance on its own skill, knowledge, judgment and investigation concerning all matters that a reasonable and prudent businessperson would investigate before entering into an agreement such as this. F. Headings. Headings in this Agreement are for the sake of convenience and organization and shall not be accorded substantive meaning in the construction and interpretation of this Agreement. G. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Iowa. H. Notice. Contractor shall designate in writing one individual as a primary contact for all matters relating to this contract and shall update such designation as necessary. Except as otherwise herein provided, all notices required or permitted to be served by either party or the other shall be in writing and shall be deemed given when hand delivered or when mailed by certified mail to the principal office of the party to which notice is given, as follows: If to Contractor: Name: Steve Smith Address: 970—230' St. PO Box 200 North Liberty, Iowa 52317 Office Phone: 319-665-4498 Phone: 319-330-1726 - cell Fax: 319-665-2468 7 If to City: Name: Cynthia Stimson Address: 525 Vanderbilt Street PO Box 337 Fairfax, Iowa 52228 Phone: 319-846-2204 Fax: 319-846-3480 I. Non-discrimination. The Contractor agrees that during the term of this Agreement, the Contractor will not, within the State of Iowa or elsewhere, discriminate against any employee or applicant for employment because of race, color, creed, national origin, ancestry, sex, disability, religion, age (18 or older), or marital status and will include a similar provision in all subcontracts entered into in connection with the performance of the Contractor's obligations hereunder. J. Assignment. The Contractor shall not assign this Agreement or any part of it to any other party without the express written consent of the City. Nor shall the Contractor pledge, hypothecate or otherwise create any interest, whether for security or otherwise, in any other party to the payments due Contractor under the terms of this Agreement. K. 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above. CITY: CONTRACTOR: By By Jaso . abe, Mayor Steve Smith, President City of Fairfax Johnson County Refuse, Inc. 8