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Solid Waste Agency Agreement THEelTYOF ~ DUB E ~ck~ MEMORANDUM September 5, 2006 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Dubuque Metropolitan Area Solid Waste Agency Agreement Public Works Director Don Vogt is recommending approval of the Administration, Operation and Maintenance of Solid Waste Facilities and Services Agreement with the Dubuque Metropolitan Area Solid Waste Agency. I concur with the recommendation and respectfully request Mayor and City Council approval. iJt..f ~~/ /tZvZ- M1chael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Don Vogt, Public Works Director D~~~E ~~~ MEMORANDUM August 31, 2006 TO: Michael C. Van Milligen, City Manager FROM: Don Vogt, Public Works Director ~ SUBJECT: Dubuque Metropolitan Area Solid Waste Agency Agreement INTRODUCTION The purpose of this memorandum is to seek City Council concurrence and approval of the attached Administration, Operation and Maintenance of Solid Waste Facilities and Services Agreement with the Dubuque Metropolitan Area Solid Waste Agency. BACKGROUND The Dubuque Metropolitan Area Solid Waste Agency is the 28E entity created by an intergovernmental agreement between the City of Dubuque and Dubuque County in 1974 for the purpose of constructing and operating a municipal solid waste landfill serving all of Dubuque county. That landfill opened in 1976 and has been managed and operated by the City of Dubuque for the Agency since then. The City is compensated monthly by the Agency for all direct and indirect costs associated with the management, operation and maintenance of the Agency's landfill, and all other Agency facilities and services developed in ensuing years. DISCUSSION The original agreement providing for the City's management, operation and maintenance of the Agency's facilities and services is no longer in effect. The attached agreement, approved by the Agency's Board of Directors at its last meeting in July, was prepared by City Attorney Barry Lindahl. Its terms provide for indefinite duration, subject to twelve month termination notice by either party. As with the previous agreement, the City will be compensated by the Agency for all direct and indirect costs resulting from its management, operation and maintenance of the Agency's facilities and services. RECOMMENDATION I recommend that the attached Administration, Operation and Maintenance of Solid Waste Facilities and Services Agreement with the Dubuque Metropolitan Area Solid Waste Agency be submitted to the City Council for its consideration and approval. BUDGET IMPACT All direct and indirect costs associated with the services to be provided by the City to the Agency under this agreement will be fully compensated by the Agency on a monthly basis. ACTION STEP I request that the City Council approve the Administration, Operation and Maintenance of Solid Waste Facilities and Services Agreement with the Dubuque Metropolitan Area Solid Waste Agency and that it authorize the Mayor, by the attached resolution, to enter into the Agreement. CC: Barry A. Lindahl, City Attorney Attachments RESOLUTION NO. 435-06 RESOLUTION APPROVING ADMINISTRATION, OPERATION AND MAINTENANCE AGREEMENT BETWEEN THE CITY OF DUBUQUE AND THE ,DUBUQUE METROPOLITAN AREA SOLID WASTE AGENCY Whereas, the Dubuque Metropolitan Area Solid Waste Agency is the entity created by the Intergovernmental Agreement between the County of Dubuque and the City of Dubuque, pursuant to Iowa Code Chapter 28E; and Whereas, the Board of Directors of the Dubuque Metropolitan Area Solid Waste Agency desires that the City of Dubuque be responsible for the administration, operation, and maintenance of the Agency's solid waste facilities and services; and Whereas, the Board of Directors of the Dubuque Metropolitan Area Solid Waste Agency agrees to compensate the City of Dubuque for all costs associated with the administration, operation and maintenance of the Agency's solid waste facilities and services; and Whereas, it is necessary that the City of Dubuque and the Dubuque Metropolitan Area Solid Waste Agency enter into an agreement regarding the administration, operation and maintenance of the Agency's solid waste facilities and services. Whereas, the City Council of the City of Dubuque is willing to accept responsibility for the administration, operation and maintenance of the Agency's solid waste facilities and services by the City of Dubuque on the terms set forth in the attached Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. That the City Council of the City of Dubuque, Iowa hereby approves and directs the Mayor to sign the attached Agreement with the Dubuque Metropolitan Area Solid Waste Agency for the management, operation and maintenance of the Agency's solid waste facilities and services, '. Passed, approved and adopted this 18th day of September, 2006. Roy D. Buol, Mayor Attest: Jeanne F. Schneider, CMC, City Clerk AGREEMENT BETWEEN DUBUQUE METROPOLITAN AREA SOLID WASTE AGENCY AND THE CITY OF DUBUQUE, IOWA, FOR THE ADMINISTRATION, OPERATION AND MAINTENANCE OF SOLID WASTE FACILITIES AND SERVICES This Agreement, dated for references purposes the _ day of , 20_, is made and entered into by and between Dubuque Metropolitan Area Solid Waste Agency (Agency) and the City of Dubuque, Iowa (City). ARTICLE I DUBUQUE METROPOLITAN AREA SOLID WATE AGENCY The Dubuque Metropolitan Area Solid Waste Agency (Agency) is the entity created by the Intergovernmental Agreement between the City of Dubuque, Iowa and the County of Dubuque, Iowa, pursuant to Iowa Code Chapter 28E (the 28E Agreement). The 28E Agreement is attached hereto. ARTICLE II SCOPE OF SERVICES 2.1 ADMINISTRATIVE RESPONSIBILITIES. A. Supervision. City agrees that its City Manager shall be responsible for the operation of the Agency's solid waste facilities and services as set forth herein, including but not limited to the following responsibilities: (1) Providing proper lines and grades for earth movement and operations; (2) Providing for necessary testing; (3) Operating the Agency's facilities and services in accordance with the conditions of the Agency's permits and the Agency's operations manual approved by the Iowa Department of Natural Resources; (4) Closure and post-closure of the Agency's facilities, as required by law; and (5) All other administration, operation and maintenance requirements of the Agency facilities and services as are necessary to carry out of the functions of the Agency. B. Collection of Fees. The City Manager shall collect gate fees from all users of the Agency's facilities and services in accordance with the fee schedules adopted by the Agency Board. The City Manager may make charge accounts available for users and bill the users on a monthly basis. C. Accounting. The City Manager shall establish a separate bank account for the Agency and shall keep a record of the several funds required by the Agency. The City Manager shall establish budgetary accounting and shall report all receipts and expenditures to the Agency Board on a monthly and annual basis. D. Inventory. The City Manager shall maintain an inventory record of all equipment, parts, supplies and tools owned by the Agency and verify such record annually with a physical inventory. 2.2 GENERAL OPERATION AND MAINTENANCE. A. Operation. The City Manager shall operate the Agency's facilities during the times established by the Agency, Monday through Saturday, except City holidays and during prohibitive weather conditions. B. Records. The City Manager shall maintain a daily record of the following: (1) Tonnage of materials received by classification; (2) Customers and related tonnage; (3) Number and type of vehicles; (4) Estimated amount of cover material used; (5) Analysis of samples from environmental monitoring site; (6) Compost sold; (7) Materials shipped out for further processing or disposal; (8) Reuse items and materials distributed; (9) Hazardous material received or rejected and any problems related to disposal of such materials; and (10) Any unusual operating problems. C. Maintenance and Repair. The City Manager shall keep the Agency's facilities and their approaches clean and shall maintain and repair the Agency's equipment. The City Manager's Administrative Procedures for authorizing expenditures shall apply to all expenditures, except that in the case of repairs in excess of $5,000, the City Manager shall first obtain Agency Board approval. The approval of the Agency Board shall be required for any building alteration, major equipment replacement and ground improvements. ARTICLE III COMPENSATION 3.1 Amount of Payment. City shall be compensated by the Agency for the wages and fringe benefits of persons employed by City for the operation of the Agency's facilities and services, any direct charges paid by City for supplies, materials, equipment and services, and for services rendered by other City departments. 2 3.2 Method of Payment. City shall be compensated monthly as provided in Par. 2.1 by Agency check cosigned by City's Finance Director and Agency Board's Chairperson or Secretary-Treasurer. ARTICLE IV GENERAL 4.1 Right of Way. Agency shall furnish City with all land and right of way for City's performance of the work under this Agreement. 4.2 Protection of Persons and Property. The City Manager shall take all necessary and reasonable precautions to protect all persons and property in and about the Agency's facilities and shall safely guard the Agency's property and abutting property from damage or loss resulting from the performance of this Agreement. The City Manager shall erect and maintain necessary safeguards for the protection of persons and vehicles using the Agency's facilities, and shall post warning signs as required by federal and state safety laws and codes. ARTICLE V INSURANCE AND INDEMNIFICATION 5.1 City Insurance. Agency acknowledges that City is a member of the Iowa Communities Assurance Pool (I CAP) and is self-insured for workers' compensation and Agency accepts City's coverage in ICAP and self-insurance as adequate for purposes of this Agreement. 5.2 Agency Insurance. Agency shall provide insurance for loss, damage or injury by fire to its facilities with extended coverage endorsement. 5.3 Agency Indemnification. Agency shall defend, indemnify and hold harmless City, its officers, agents and employees, from any and all loss, damage, injury, costs, expenses, liability, claims, settlements, judgments, decrees, and awards of every kind and notice whatsoever, including attorney's fees, costs, and disbursements, that may be claimed against City, its officers, agents and employees, arising out of the negligence of Agency, its officers, agents, and employees in the performance of this Agreement. ARTICLE VI TERM; TERMINATION OF CONTRACT 6.1 Term. This Agreement shall take effect at midnight on the _ day of , 20_, and shall continue indefinitely until terminated by either party upon not less than twelve month's written notice to the other party. 6.2 Termination. This Agreement may also be terminated by mutual written agreement of City and Agency. 3 ARTICLE VII AMENDMENT 7.1 Amendment. This Agreement may be modified only by written amendment approved by City and Agency. CITY OF DUBUQUE, IOWA Attest: By: Roy D. Buol, Mayor Jeanne Schneider, City Clerk DUBUQUE METROPOLITAN AREA SOLID WASTE AGENCY Attest: By: (j~ L' ~ Chairperson /'J~ ~ ~. -4~") . Secretary 4 I NTCRGOVERW.IUITAl AGRWiElIT CREATI NG TIlE DUlIUUUE ;'IETliOl'DLI TAN AHEA SOlIO lIASTE ~GENCY This agrcemc:.nt is made and entered inta by, bct\-'cen the City of uubuquc, Iowa, and the COunty of Uub:Jque, :O\",a (1\11 purties being hereinafter cJlled the "City and Caun tyLl ), 'fill i ch sa i d "e i ty and Caun ty" repre sen t a major; ty of the popul au s com- prising the Dubuque r~etropolitan Areil. WIT N E SSE T H I. CREATION OF THE METROPOLITAN AREA SOLI D I,ASTE AGEI,CY PurSuilnt to the provisions af Chapter 28E. Code of IO\'ld, 1973. the City and County hereby form ~nd create, as a public body corporate and politic and separate iegal entity, the DUbuque Metropolitan Area Solid Waste Agency (hereinafter called the lIAgency") . II. PURPOSES --- 1. The purposes of the Agency are as follows: a) To provide for the economic transport, processing, and disposal of all SIJlid waste produced or generated within each City, town and that portion of each cuunty as the Board of Supervisors shall determine to be part of the metropolitan area. b) To cooperate with local, state and federal public health agencies in pre- venting the contaminatioll and pollution of the land, water- and air resources of the .area, through the control, transport, processing and disposal of solid waste. c) To hire by agreement other local government agencies to administer, operate and maintain facilities and provide offices, equipment, machinery, buildings and grounds as ar~ necessary to adequately perform the functions of the Agency. d) To contract with the cities, towns and counties, or public corporations fOl" the transport, processing, and disposal of solid waste, and provide for the financing for such services, and to receive and expand State, Federal and private grants and other moneys which may be made available, to the extent permissable under applicable State and Federal laws, and under the rules hereinafter set forth. I I I. ORGANIZATION a) "he governing body of the Agency shall be designated as the Agency Board (hereinafter called U.e IISoard"), whose membership shall consist of three members two ~lected councilmen from the City of Dubuque and one elected supervisor from the County af Dubuque as ,'pproved by the body he represents. The term of appointment shall be for three (3) years with initial appointml?nt to one (1) and three (3) jears fa, the City of Dubuque members and tl'lO (2) years for the County members. Appoint- ments sha11 expire on the anniversary date of tiJis agreement. 11embers leaving the Board due to palitica"1 elections or_ resignations sllall have their unexpired term filled by the respective City or County he represents in the same manner. Members may succeed themselves in office. b) A quorum of the Board shall consist of a majority of the entire Board member- ship. c) The Cildirman and Vice-Chairman of the Board shall be elected by majority of Goard ~lembershio and shall serve for a term of one year or until their succeSSors in office have been chosen. d) The Soard shall hold at least one meeting each quarter of the year on dates and at places '{Ihich shall be determined by the Board. Special meetings may be held at the call of the Chainman, or majority of the membership of the Board. 0.) The Goerd shall enter into J.tJreel1l~nts by iJ.nJ between the ^lJcncy antI aile )r more locJ.l uovcrnlllental agencies for the o.dministrJtion, opcr,ltion Jnd nlllintcnancc )f fJcilnics indlvictUJlly or collectively tlS tlre necessary to CJ1TY out the func- ti Dns or the ^gency. f) The Board shall appoint a SecrctJ,I'y-Tl"eaSUrer for the Agency who shJll :lave the Juthoritj', duties and obligutions normally associated 'f/ith these offices. includir19 but not limi ted to tile receipt and disbu~semcnt of funds and the prepara- tion and submission of quarterly and annual financial l~eports to the Board, g) The Goard mJY employ legal counsel, h) The Goard shall cause thi s Agreement to be fi.led with the Secretary of State and sl1a11 notify the Secretary of State of the dissolution of the same. IV. DURATION AND AGENCY STATUS 1, It;s tne intention of this Agreement that the Agency be a permanent organization, Z. It is expressly understood that the Agency is to be operated not for profit and no profit or di"idend will inure to the benefit of any person. v. PO\~ERS The Agency sha 11 be .. publ i c body corpora teand pol iti c and separate 1 ega 1 entity exerc; s; ng pub 1 i c and essenti ill gOlfernmenta 1 functi ons to provi de far the pub 1 i c health, safety and welfare and shall have the following powers: ? a) To adopt and ha"e cornmon seal and to alter the same at pleasure. b) To sue and be sued. c) To acquire, hold, use and dispose of the reserves derived from the opera- tion of its facilities and other moneys of the Agency, d) To acquire, hold, use and dispose of other personal property for the purpose of the Agency. e) To acquire by purchase, gift, lease, or otherwise, real property and ease- ments therein, necessary or useful and conve~ient for the operation of the Agency, and to hold and use the same, and to dispose of property so acquired no longer neces- sary for the purposes of this Agency. f) To accept g~fts or grants of real or personal property, money, materia'!, labor, or supplies for the purposes of. the Agency, and to make and perform such agreements and contracts as may be necessary or convenient in connection with the procuring, acceptance or disposition af such gifts or grants. . g) To make and enforce rules and regulations far the management and. operation af its business and dffa;rs and for the use, maintnnance and operation of its facili- ties and any other of its properties, and ta-annul the same. h} To do and perform any acts and things authol~ized by Chapter 28E, Code of Iowa, 1973, une! by tl1is Agreement, under, through or by means of it.5 officers, ilgents and employees or by contracts with any person. i) To enter into any and all contracts, execute any and all instruments. and do and perform any and all acts or things necessary, convenient or desirable for ,he purposes of the Agency or to carry out any powers expressly gi"en by this Agree-' ment. j) To cause the transport, processing and disposal of solid waste material from the city, 'county and any other municipal corporation pur$uant to a service 3.green;ent, bet'fleen the Agency and the City, County and any c~her municipal corpora ti on. k) To fix, establish and rllaintain SllCh rates, tolls, fees, rCl1tills or other chiJr9CS for the scrvicl2s und facilities of the AQcncy sufficient to fliJY at all times the cost of maillL1111ing, repairing and operatlng said filciJities, to pJY Llle princi- pal of and interest on bands of tile Agency then outstanding, to provide for replace- ments, depreciation and necessary extensions and enlargement:; and to provide u mar- gin of safety. All with the approval of the City and County. 1) To make or cause to be made studies and surveys necessary or useful and convenient to carrying out the functions of the Agency. m) To contract with and compensate consultants for professional services in- cluding but not limited to architects, engineers, planners, lawyers, accountants, rate special ists, all others found necessary or useful and convenient tu the stated purposes of the Agency. 0) To consult \.lith representatives of Federal, State and loca.l agencies, depart- ments, and their officers and employees and to contract with ~~ch agencies and depart- ments. p) To exerc i se such other powers as are ava i1 ab le under then exi s ti ng 1 a\\l to the City and County as is necessary or useful and convenient to carrying out the functi ons of the Agency wi thi n the Ci ty and County. as such functions are defi ned by the service contract entered by and between that member City or County and the Agency. q) To borrow money, make and issue nego ti ab 1 e bonds, certi.fica tes, refund i ng bonds and notes and to secure the payment of such bonds, certificates. refunding bonds or notes or any part thereof by a pledge of any or all of the Agencyls net revenues and any other funds which it has a right to, or may hereafter have the right to pledge for such purposes, all with the approval of the governing bodies of the City and County. . r) To provide in the proceeding authoriZing such obligations for remedies upon default in the payment of principal and interest on any such obligations in- cluding but not limited to, the appointment of a trustee to represent the holders of such obligation in default and the appointment of a receiver of the Agency I 5 property such trustee and such receiver to have the powers and duties provided far in the proceeding authorizing such obligations. s) To enter into agreements by and between the Agency and local governmental agencies for the administration~ operation, repair, and maintenance of the facilities under control of the Agency). and terminate said agreement. t) . To accept grants I contributions, and to enter into contracts ~ transactions with municipal, county, sta~e or Federal Government" leases or other VI. FINANCING 1. The Board shall prepare a budget based on fiscal years as established by the State of Iowa for the operation of the Agency to be adopted six months pre- ceeding the budget year. 2. The Board shall annually or at more frequent intervals as deemed necessary, prepare a financial statement and schedule Changes in rates. tolls. fees, ren- ta1s in ether charges for the services and facilities under Agency contral ~nd forward the same to the City and County for approval. 3. The Agency sha 11 be fi nanced IIho 11 y through rates, to 11s, fees, renta 1 s, and other charges for the service of the facilities sufficient to pay at all times the costs of maintaining, repairing and operating said facilities, to pay the principal and interest on bonds of. the Agency then outstanding, to providl::! for replacements, depreciatlon and necessary extensions and enlargements and :0 pro- vide for a margin af safety. 4. Prior to the estabnshmer::. of :he budget cycle and receipt of the proceeds from any bond issues what may be issued, the Agency may obtain such interim financing as provided by law. ~here interim financing is used such financing shall be repaid out of permanent financing or c;:erating rC'/enucs. Interim financinG orovid'2d b'! the Cit'! ?nrl r"llnf"', shall be in balanced amounts determined by the estublished rormulJ, In determining the balJnccd Jmounts, funds s[1cnt by the City or County pursuant to ChJplcr 4SSlI of the Code of 100~u for land and tlte expense associated \"ith land purchases, plAorC1ssionai services. studies and reports c1nd other direct exp(3nse. ~I1Jll be considered JS part of the m~mbcrs contribution both in deter- mining the bala.nc~ and in determinin<J the amount of refund. 5. Any special or budgetary appropriation adopted by the Agency sllal1 be approved by the City and County. VI!. DISSOLUTION 1.. The Agency shall be completely dissolved and this agreement terminated only upon the affirmative vote of the entire Board which vote shall specify the date and time such dissolution shall be effective which date and time may be amended at or before such time but not thereafter by the same affirmative vote of the entire Board. 2. In the event of such a vote to completely dissolve the Agency, any real or personal property shall be sold prior to the date and time aforesaid and the proceeds pro-rated among the City and County at the time of dissolution on the basis of the established budget formula approved by the tity and County, 3. Anything' herein to the contrary notwithstanding, the City and County may not dissolve or in any way terminate, amend, or modify in any manner to the detri- ment of bondholders this agreement or any contract for the service of the Agency if revenue bonds, or obligations issued in anticipation of the issuance of revenue bonds have been issued and are outstanding. Any revenue bonds for the payment and discharge of which, upon maturity or upon redemption prior to maturity, provision has been made through the setting apart in a reserve fund or special trust account created pursuant to this agreement to insure the payment tllereof, of moneys sufficient for that purpose or through the irrevocahle segregation for that purpose in a sinking fund or other fund or trust account of moneys sufficient therefore shall be deemed to be no longer outstanding and unpaid within the meaning of any provision of this Agreement. VII I. MANNER OF ACQUIRJrIG AND HOLDING PROPERTY 1. The Board may lease, purchase or acquire by any other means, from the City and County, or from any other source, such real and personal property as it requires far the operation of the Agency and the carrying aut of the purposes of this Agreement. The Board shall maintain title to all such property in the ndCile of the Agency and sr,a 11 requi re the Secretary to mai nta in an inventory. Property materials and services shall be acquired or disposed af only upon a.majority vote of a quorum attending a duly called Board meeting, provided, however, that by the same vote the Board may expend such funds for the ather authorized pur- poses of the Agency, IX. . M1EI~OI,lENT OF AGREEi.IENT, ftmendment of the Agreement shall be by the same procedures by which this Agreement was approved and executed. x. ARB ITRATlON OF DISPUTES BETHEEN 11EI'1BER$ It is agreed that any difference betl,'/een tJ,e City and the County concerning dis- putes, or the in~er~retation of the ~rovision5 0f this agreement shall b~ referred to a committee aT arbitrators. The City and County sh.:lll each select one arbi- trator and s.hall notif~1 the other in 'l'iriting of tile name and address of the arbitrator selected. The arbitrators so sele~ted shall witilin ten (10) days . after being Ilotified of their selection. ~clcct c1 third JrbitrJtor. wild ufter dO;ll<] so sh,J,ll in writing forth\vith l10tify the City und [OUllty of the 11,),(1IC Jnd address of such third ilrbitriltor. Tilt! tlwee JrbitrJ.tors Sl?lcctcd JS i.lforesaid shJll ill1l11ediately proceed to determine the points of difference. ATTEST ~~"/~ . . y Cl~rk. CIT'! OF DUBUQUE BY Q~t~~~-^' / Mayor COUNTY OF DUBUQUE 'ATTES~ BY / ~i~d'/." ),'/"~/ / "