Signed Contracts_DMASWA FY 15 Waste Delivery ContractDubuque
Metropolitan Area Solid Wa
providing environmentally sound +., solid
June 19, 2014
Michael C. Van Milligen
City of Dubuque
50 W. 13th Street
Dubuque, IA 52001
e Agency
RE: FY15 Waste Delivery Contract Offering
Mr. Van Milligen,
925 Kerper Court
Dubuque, IA 52001-2405
Phone: 563-589-4250
Fax: 563-589-4252
www. d maswa. org
Enclosed are two (2) copies of the DMASWA's proposed Waste Delivery Contract for FY15 for
your consideration. Please sign the last page and return one copy to me. I understand if you
are unable to have completed by July 1st due to the timeliness of this request. This contract
includes a rebated waste delivery fee of $6.73 as long as the terms are followed. The contract
is identical to its predecessor, with only the term changing.
This contract will be under review later this year while staff prepares a new long-term master
agreement for FY16 -20. As a result, staff will be reaching out to you to discuss any issues or
potential improvements to this contract.
Please contact me at 563-589-4354 orseer@ciiofdubuque o g with any questions.
Sincerely,
John Foster
Agency Administrator
Dubuque Metropolitan Area Solid Waste Agency
Enclosure
WASTE DELIVERY CONTRACT
BETWEEN
THE DUBUQUE METROPOLITAN SOLID WASTE AGENCY
AND
CITY OF DUBUQUE
This Waste Delivery Contract (the Contract), dated for reference purposes the 20
day of June, 2014, is made and entered into by and between the Dubuque Metropolitan
Area Solid Waste Agency (the Agency) and City of Dubuque ("the Hauler").
WHEREAS, pursuant to Iowa Code Chapters 455B and Chapter 28E, the
Agency is authorized to provide solid waste management services within its Service
Area commonly referred to as its Comprehensive Planning Area; and
WHEREAS, the Agency owns and operates an environmentally sound landfill
known as the Dubuque Metropolitan Area Sanitary Landfill (the Agency Landfill); and
WHEREAS, the Hauler is a waste hauler in the business of collecting and
transporting solid wastes for customers and offers Recyclables collection and/or drop-
off services to its customers in the Agency's Service Area; and
WHEREAS, the Hauler has delivered at least 800 tons to the Agency Landfill
during the Agency's previous fiscal year; and
WHEREAS, the Hauler desires to deliver solid waste to the Agency Landfill and
receive a rebate off the Posted Tipping Fee Rate; and
WHEREAS, the Agency desires to receive all the Acceptable Waste collected by
the Hauler in the Agency's Service Area within the State of Iowa; and
WHEREAS, the Agency desires to significantly increase the diversion of
Recyclables from the solid waste stream delivered to the Agency Landfill and
maintain/achieve the state mandated 25 percent diversion of solid waste; and
WHEREAS, the Agency has agreed to contract with the Hauler for the delivery of
all solid waste collected by the Hauler in the Agency's Service Area within the State of
Iowa to the Agency Landfill subject to the terms and conditions set out below.
NOW, THEREFORE, in consideration of the promises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
SECTION 1. TERM
This Contract shall commence on July 1, 2014 (or the date of execution by both parties,
if later), and continue through June 30, 2015, unless earlier terminated pursuant to the
terms of this Contract. Upon written notice to the Hauler of not Tess than ninety (90)
days, this Contract may be extended for two additional one-year periods at the sole
discretion of the Agency. This Contract may also be extended by written agreement of
the parties executed in the same manner as this Contract.
SECTION 2. DEFINITIONS
2.1 Acceptable Recyclable Materials. Recyclables collected from curbside recycling
programs generated by residences, small business and institutions, from public drop-
offs, or from business recycling containers, that are uncontaminated materials including
newspaper; glossy paper; corrugated cardboard; residential mixed paper; aluminum,
steel and tin food and beverage containers; #1 through #5 plastic containers; and other
materials as mutually agreed upon in writing by the Agency and the Hauler.
2.2 Acceptable Waste. Garbage, refuse and other municipal solid waste from
residential, commercial, industrial and community activities, including Residential
Waste, Commercial/Industrial Waste, Construction and Demolition Wastes and Special
Wastes as approved by the Agency.
2.3 Agency Landfill. The sanitary landfill owned and operated by the Agency located
at U.S. Highway 20 West.
2.4 Commercial/Industrial Waste. Solid waste collected from places of business,
industries, institutions, and multi -family residences.
2.5 Construction and Demolition (C&D) Waste. Waste building materials, including
wood, metals, and rubble which result from construction or demolition of structures.
2.6 Hazardous Waste. The same meaning as in Iowa Code § 4556.411 (3)(a)(b).
2.7 Holidays. New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
2.8 Out -of -State Waste. Acceptable Waste that originates from a location outside of
the Agency's Service Area within the State of Iowa.
2.9 Recyclables. Materials that have value as secondary materials for processing
into new products that have been separated by the generator from mixed municipal
solid waste for the purpose of recycling. These materials include paper, plastics, and
metals.
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2.10 Residential Waste. Solid waste collected from residences as defined by each
community's ordinance.
2.11 Service Area. (also known as the Agency's Comprehensive Planning Area). All
the properties located within the corporate limits of the following communities:
Asbury Dyersville New Vienna
Balltown Earlville Peosta
Bankston Edgewood Rickardsville
Bernard Epworth Rural Delaware County
Cascade Farley Rural Dubuque County
Centralia Graf Ryan
Colesburg Greeley Sageville
Delaware Holy Cross Sherrill
Delhi Hopkinton Strawberry Point
Dubuque Luxemburg Worthington
Dundee Manchester Zwingle
Durango Masonville
Any areas annexed by these communities shall be included in Service Area. Any
communities added to the Agency's Comprehensive Planning Area by mutual
agreement of the Agency and the added communities, shall also be included in
the Service Area. Nothing in this Contract provides the Hauler with the exclusive
right to solid waste collection within the Service Area.
2.12 Special Waste. Any industrial process waste, pollution control waste, or toxic
waste which presents a threat to the human health, or the environment, or a waste with
inherent properties which make the disposal of the waste in a sanitary landfill difficult to
manage.
SECTION 3. REPRESENTATIONS
3.1 Hauler Representations
(1) The Hauler is a corporation duly organized, validly existing and properly
qualified to do business under the laws of the state of Iowa.
(2) The Hauler has full power and authority to execute this Contract and such
execution constitutes a binding legal obligation of the Hauler that is fully
enforceable in accordance with its terms and conditions.
(3) The execution of this Contract does not conflict with any other agreement,
indenture or any other instrument to which the Hauler is a party.
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(4) The Hauler plans to maintain the capability of delivering at least 800 tons
to the Agency Landfill each fiscal year (July 1 to June 30) during the term of the
Contract.
(5) The Hauler plans to maintain or increase its current recyclables and/or
drop-off services for its customers. The Hauler will offer recyclables collection
service for at least recyclable paper to all commercial, industrial, or institutional
customers via Hauler's collection equipment or subcontracted services.
3.2 Agency Representations
(1) The execution of the Contract does not conflict with any other agreement,
indenture or any other instrument to which the Agency is a party.
(2) The Agency plans to maintain the necessary capacity needed to
accommodate the Hauler.
SECTION 4. COMPLIANCE WITH REGULATORY REQUIREMENTS
4.1 The Hauler shall at all times operate its business of collecting and transporting
solid waste in compliance with all applicable local, state, and federal laws, rules,
regulations and ordinances.
4.2 The Hauler shall obtain and maintain all necessary licenses, permits and other
authorizations required by each municipality and any other governmental agency having
jurisdiction over its activities.
4.3 The Hauler shall comply with the requirements of the state of Iowa regarding
solid waste and Comprehensive Planning Areas, including specifically that no waste will
be brought by the Hauler to the Agency Landfill from another Iowa Comprehensive Planning
Area.
SECTION 5. OPERATIONS
5.1 Delivery of Acceptable Waste
(1) Except as otherwise provided in this Contract, the Hauler agrees to deliver
all Acceptable Waste that it collects in the Agency Service Area within the state
of Iowa to the Agency's Landfill. The Hauler further agrees that it will not deliver
Acceptable Waste generated in the Agency Service Area within the state of Iowa
to any other destination unless directed in writing by the Agency to do so.
(2) The Hauler agrees not to deliver any Hazardous Waste to the Agency
Landfill.
(3) The Hauler is not obligated by this Contract to deliver to the Agency
Landfill recyclable materials that are recycled. Upon approval of the Agency, a
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Hauler may deliver to the Agency Landfill apparent recyclable materials which,
due to contamination, damage, or disposal as low -percentage recycling sort line
residuals, are not Acceptable Recyclable Materials.
(4) The Hauler will report to the Agency the quantity and type of residential or
Commercial/Industrial Recyclables collected within the Agency's Service Area as
well as the name and location of the processing facility receiving such
Acceptable Recyclables. The Hauler will report the information quarterly on
forms provided by the Agency.
(5) If the Hauler separates Recyclables from Acceptable Waste, the Hauler
shall ensure that residual materials left after such separation are delivered to the
Agency Landfill. If the Hauler processes Recyclables and there are residual
materials left after such processing, the Hauler shall deliver the residual materials
to the Agency Landfill.
(6) The Agency shall have the right to reject Special Wastes collected by the
Hauler. The Agency shall attempt to respond to the Hauler's inquiry regarding a
specific Special Waste within one working day. Hauler's initial inquiry and the
Agency's initial response may be verbal, but each shall be committed to writing
for Agency and Hauler records. If the Special Wastes are accepted by the
Agency, the Hauler agrees to cooperate in the Agency's approval process
regarding the delivery of Special Wastes and with any special handling
requirements or charges associated with the Special Waste.
(7) The Hauler may desire to deliver Out -of -State Waste to the Agency
Landfill. In order to be eligible to deliver any Out -of -State Waste, the Hauler shall
first provide the Agency with the number of residential, commercial, and industrial
accounts the Hauler has in the Agency Service Area within the state of Iowa at
the beginning of the Term of the Contract and the average weight per week
collected for each type of account. The Agency shall compare the quantities
calculated by multiplying the number of each type of account times the respective
average weights to the delivery tonnage from the Hauler at the time of Contract
commencement.
Upon receipt of such information by the Agency, the Hauler may request to
deliver waste from outside the Agency Service Area to the Agency Landfill by
providing a request in writing to the Agency not less than thirty (30) days prior to
the date the Hauler desires delivery to begin. The Agency shall then attempt to
secure appropriate modifications to its Comprehensive Plan from the Iowa
Department of Natural Resources (DNR). If and when the DNR approves the
Comprehensive Plan modification, the Agency shall notify the Hauler in writing
that the Agency will accept the waste.
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Initial and continued acceptance of this waste by the Agency shall be subject to
the following:
i. The Agency shall consider requests by the Hauler to deliver wastes
from the Hauler's customers located in Illinois but only from customers
located in the county of Jo Daviess.
ii. The Agency shall consider requests by the Hauler to deliver wastes
from the Hauler's customers located in Wisconsin but only from
customers located in the county of Grant.
iii. The Hauler may begin delivery of the waste from outside the Agency
Service Area only after receiving written permission from the Agency.
iv. The Hauler shall provide monthly reports to the Agency of Out -of -State
Waste delivered to the Agency Landfill. The report shall list the date of
delivery, county of waste origin, and the actual scale tonnage or
estimate of tonnage for split loads. If and when requested by the
Agency, the Hauler shall supply any or all of the following information
to the Agency as a means for the Agency to verify Out -of -State Waste
deliveries by the Hauler:
a. The number of residential, commercial, and industrial waste
accounts by county of origin at that time;
b. The average weights of residential, commercial and industrial
accounts per week, and C&D wastes per roll -off delivery; and
c. The Hauler shall also make available in Hauler's office a list of
customers by name from outside the Agency Service Area (said
list to remain in Hauler's office and not be removed by the Agency
representative).
v. The Hauler acknowledges that the Agency may conduct spot checks of
Toads delivered by the Hauler to the Agency Landfill to look for
addresses on items within the load. If several addresses throughout
the load are identified from outside the Agency Service Area or other
counties previously identified by the Hauler and listed in Section V.A.6
(b) and (c) of this Contract, the Agency shall notify the Hauler of the
results of the spot check. Any loads containing several addresses
throughout the load may be charged by the Agency at twice the rate for
the load. If the Agency identifies ongoing deliveries from outside the
approved area, the Agency may declare the Hauler to be in default and
initiate the Remedies listed in VIII.0 of this Contract.
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vi. Waste from another Iowa Comprehensive Planning Area may be
delivered only if the Agency amends the Agency Comprehensive Plan
to include the waste generator(s) or if the Agency Landfill is named as
the approved landfill in the Comprehensive Plan covering the
community in which the waste generator is located.
5.2 Rejection of Deliveries and Responsibilities for Hazardous Waste
(1) A delivery of waste may be rejected at the Agency Landfill under one or
more of the following circumstances:
The Hauler may be denied entrance if waste is delivered at hours
other than those specified herein.
ii. The Hauler may be denied entrance if it does not keep its account
satisfactorily within the Agency's credit policies.
iii. The Hauler may be denied entrance if there is a reasonable basis to
believe that a vehicle contains Hazardous Waste. At the Hauler's
expense, the Agency Landfill operator may require the Hauler to
recover and dispose of waste deposited at the working face which
contains Hazardous Waste. If the Agency Landfill operator has
reasonable, factual information indicating that Hazardous Waste was
delivered by the Hauler, and the Hauler has left the Agency Landfill,
the Hauler agrees to return and remove such Hazardous Waste and
dispose of it in accordance with all applicable federal, state and local
laws.
(2) In the event waste is rejected by the Agency Landfill operator, the Hauler
shall be provided with documentation certifying the rejection and reasons
therefore. All costs of removal and disposal of Hazardous Waste shall be borne
by the Hauler.
5.3 General Delivery Requirements
(1) The Hauler agrees that it shall comply with such reasonable rules and
regulations regarding the use of the Agency Landfill, including, but not limited to,
all posted policies and procedures.
(2) The Hauler agrees to comply with the traffic control policies of the Agency.
(3) Excluding Holidays, the Hauler may deliver solid waste to the Agency
Landfill during the regularly posted hours of operation as established by the
Agency Board of Directors.
(4) In the event of a natural disaster or other emergency, delivery hours and
days of the Agency Landfill may be adjusted and written or verbal notice of such
adjustment shall be provided to the Hauler as soon as practicable.
(5) Delivery hours for any particular day (such as the day before Holidays or
other special events) may be modified upon a three -work -day written notice to
the Hauler.
SECTION 6. TIPPING FEE AND CREDIT
6.1 Posted Tipping Fee. The Posted Tipping Fee for the Agency Fiscal Year ending
June 30, 2014 is $37.42 per ton. Beginning July 1, 2014 and during the initial Term of
this Contract, the Posted Tipping Fee shall be $38.42 and subject to change as
provided in Article VI. C. of this Contract.
6.2 Credits. The Hauler shall be entitled to a credit of $6.73 per ton against the
Posted Tipping Fee for each ton of Acceptable Waste delivered to the Agency Landfill.
During the term of this Contract, in the event the Agency provides a more favorable
credit to another hauler, that credit shall also be provided to the Hauler.
6.3 Changes in Posted Tipping Fee Rates. The Agency reserves the right to
increase the Posted Tipping Fee effective July 1st of each year of this Agreement as
follows:
(1) If the Consumer Price Index for all urban consumers (CPI -U): U.S. city
average increases by 3.25 percent or Tess as compared to the preceding year,
the Agency may increase the Posted Tipping Fee by an amount not to exceed
$1.00 per ton.
(2) If the Consumer Price Index for all urban consumers (CPI -U): U.S. city
average increases by more than 3.25 percent as compared to the preceding
year, the Agency reserves the right to increase the Posted Tipping Fee by an
amount not to exceed the percentage increase in the CPI -U as compared to the
preceding year.
(3) Notwithstanding any increase in the Posted Tipping Fee, the Hauler shall
continue to receive the $6.73 credit per ton against the Posted Tipping Fee.
(4) The twelve-month period from October through September of the
preceding year shall be used as the one-year period for calculating changes in
the CPI -U.
(5) If, during the Term of this Contract, in the judgment of the Agency a
regulatory change beyond the control of the Agency causes the cost of landfill
operations to increase, the Hauler agrees that the Agency may increase the
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Posted Tipping Fee Rate equal to the cost increase determined by the Agency
due to the regulatory change. However, any such cost increase which is greater
than a 15 percent increase in the Posted Tipping Fee Rate shall require the
mutual agreement of the Agency and the Hauler. If during the Term of this
Contract, the per ton Solid Waste Fee paid by the Agency to the Iowa
Department of Natural Resources increases or decreases, the Posted Tipping
Fee shall be increased or decreased accordingly.
6.4 Posting of Credit
(1) The Credit will be posted to the Hauler's invoice with a 3 month lag (e.g.,
the Credit earned in month one will be posted on the Hauler invoice issued in
month four, and so on). The Hauler shall be credited without interest for the
previous three-month period.
(2) Upon termination at the end of the term of the Contract, the Hauler shall
be entitled to the three remaining months of credit as long as the Hauler
continues to deliver quantities of waste to the Agency Landfill during each of the
next three months greater than or equal to the quantities delivered to the Agency
Landfill during the preceding three months.
SECTION 7 ACCESS AND AVAILABILITY
The Agency shall not terminate, suspend, or modify any services required by this
Contract to be provided to the Hauler without the consent of the Hauler or unless the
Hauler is in default as defined in Article VIII.A.
SECTION 8 DEFAULT AND REMEDIES
8.1 Hauler Default. The following shall constitute an Event of Default by the Hauler:
(1) Failure to comply with all legally applicable laws, ordinances, rules and
regulations relating to waste hauling, including the solid waste ordinances of
each municipality in the Service Area;
(2) Failure to maintain insurance as required by this Contract;
(3) Hauling Acceptable Waste from the Agency's Service Area to a landfill or
a site other than the Agency Landfill unless authorized in writing by the Agency to
do so;
(4) Delivering solid waste from outside of the Agency's Service Area to the
Agency Landfill without written authorization from the Agency;
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(5) Failure to deliver at least 800 tons of solid waste to the Agency Landfill in
a fiscal year;
(6) Failure to make timely payment of tipping fees charged;
(7) Failure to perform any of its material obligations under this Contract;
(8) Transfer of any interest under this Contract, whether by subcontract,
assignment or novation, in violation of Section 10.4; or
(9)
Failure to offer and maintain recycling services to its customers.
8.2 Agency Default. Failure to perform any of its material obligations under this
Contract.
8.3 Remedies. If the Hauler is in default, and if the default continues for a period of
thirty (30) days after written notice from the Agency, at the election of the Agency, the
Agency shall have the right, but shall not be obligated, to exercise any one or more of
the following remedies:
(1) Bring an action for specific performance.
(2) Retain any rebate amounts remaining to be paid to the Hauler pursuant to
this Contract.
(3) Bring an action to recover all rebates paid to Hauler pursuant to this
Contract.
(4) In the event the Hauler intentionally fails to deliver any Acceptable Waste
to the Agency Landfill as required by Article V, the Agency's remedy for damages
incurred by the Agency shall be the sum of the Posted Tipping Fee Rate plus
$3.00, multiplied by the tonnage of Undelivered Acceptable Waste until the
Hauler restores deliveries or to the end of the Contract term, whichever first
occurs. The tonnage of Undelivered Acceptable Waste shall be calculated by the
Agency at its option as follows: (i) the amount of Disposable Waste disposed of
by the Hauler at other disposal or transfer facilities during the period in question;
or (ii) by a comparison between the amount of Acceptable Waste disposed of by
the Hauler at the Agency Landfill during the period in question and the amount of
Acceptable Waste disposed of at the Agency Landfill by the Hauler during any
other comparable time period.
(5)
Terminate the contract according to Section 10.10.
8.4 No right or remedy conferred upon or reserved to the Agency by this Contract
shall be exclusive of any other right or remedy; all rights and remedies conferred upon
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the Agency by this Contract or by law shall be cumulative in addition to every other right
and remedy available to the Agency.
8.5 No delay or omission to exercise any right or power accruing upon any Event of
Default shall impair any such right or power or shall be construed to be a waiver of any
such Event of Default.
8.6 In the event either party should breach any term contained in this Contract and
which is thereafter waived by the other party, such waiver shall be limited to the
particular breach so waived and for the time and in the manner so specified. The
waiver shall not be deemed to waive any other breach hereunder.
8.7 Disputes. All disputes arising under this Contract shall be resolved through
arbitration. Each party to this Contract may initiate arbitration by serving a written notice
upon the other party stating the points of difference between the parties and stating an
intent to initiate arbitration procedures. The notice shall be deemed the initiation of such
procedures. Within ten (10) days thereafter, the parties shall meet and select an
arbitrator from a list of seven (7) arbitrators, obtained from the arbitration list maintained
by the IPER Board. The arbitration hearing shall be held within thirty (30) days of the
selection of the arbitrator. The hearing shall be conducted informally, and the decision
shall be reduced to writing and submitted in writing and the determination so made shall
be binding upon the parties and shall form the basis for future guidance of the parties on
of the issues so resolved. The costs of the arbitration hearing shall be shared equally
by the parties. Each party shall pay its own attorney fees and witness costs.
SECTION 9. INDEMNIFICATION AND INSURANCE
9.1 Indemnification. The Hauler shall indemnify, defend and save harmless the
Agency, the City of Dubuque, and the County of Dubuque, and their officers, agents,
elected officials and employees from all claims, damages, losses, liabilities, costs,
expenses and lawsuits whatsoever arising out of the willful misconduct or any negligent
act or omission on the part of the Hauler or its contractors, agents, servants or
employees in the performance of or in relation to any of the work or services to be
performed or furnished by the Hauler under the terms of this Contract.
9.2 Insurance. The Hauler shall obtain and keep in force at all times during this
Contract, the insurance specified in the Insurance Schedule attached to this Contract.
SECTION 10. MISCELLANEOUS
10.1 Audit. All books, records, documents and accounting procedures and practices
of the Hauler relevant to this Contract shall be subject to examination by the Agency
upon one -day's written notice from the Agency.
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10.2 Notice. All written notices required pursuant to this Contract shall be either hand -
delivered or mailed to the Hauler and the Agency by regular mail at the following
address or such other address as may be provided in writing to the other party from
time to time:
If to Agency:
Dubuque Metropolitan Area Solid Waste Agency
Agency Administrator
925 Kerper Court
Dubuque, Iowa 52001
With copy to:
City of Dubuque
Public Works Director
925 Kerper Court
Dubuque, IA 52001
If to Hauler:
City of Dubuque
Michael C. Van Milligen, City Manager
50 West 13th Street
Dubuque, IA 52001
10.3 Relationship of The Parties. For the purposes of this Contract, the Hauler shall
be deemed to be an independent Contractor and not an employee of the Agency. The
Hauler shall maintain, at its own expense, all equipment and personnel necessary to
fulfill its obligations under this Contract.
10.4 Assignment. The Hauler shall not transfer or assign all or any part of this
Contract without the prior written consent of the Agency. No such assignment shall be
effective unless the assignee consents to be bound by the terms of this Contract and
the Agency approves the form of the assignment.
10.5 Survival of Representations and Warranties. The representations, warranties,
covenants and agreements of the parties under this Contract, and the remedies of
either party for the breach of such representations, warranties, covenants, and
agreements by the other party shall survive the execution and term of this Contract.
10.6 Equal Employment Opportunity. The Hauler agrees to comply with all federal,
state, and local laws, resolutions, ordinances, rules, regulations and executive orders
pertaining to unlawful discrimination on account of race, color, creed, national origin,
sex, marital status, status with regard to public assistance, membership on a local
human rights Commission, disability, sexual orientation or age.
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10.7 Entire Agreement and Waiver. This Contract shall constitute the entire
agreement between the parties and shall supersede all prior oral and written
negotiations. No waiver of any provisions of this Contract shall be deemed or shall
constitute a waiver of any other provisions hereof, whether or not similar, nor shall such
waiver constitute a continuing waiver.
10.8 Governing Law. The Contract shall be interpreted and construed according to
the laws of the state of Iowa.
10.9 Alteration Clause. Any alteration, modification or waiver of the provisions of the
Contract shall be valid only after it has been reduced to writing and duly signed by both
parties.
10.10 Termination
(1) In the event that the Hauler and the Agency mutually agree in writing to
terminate this Contract, such termination shall take effect as agreed by the
parties.
(2) Either party may terminate this Contract by reason of the default of the
other party following thirty (30) days written notice to the defaulting party.
Provided, however, that this Contract shall not be terminated if the defaulting
party immediately takes reasonable steps to cure the default and in fact cures the
default within a reasonable time not more than thirty (30) days from the mailing of
the notice of default.
(3) The Agency may terminate this Contract for any reason, with or without
cause, by providing ninety (90) days written notice to the Hauler.
Notwithstanding such termination, however, rebates shall continue according to
Section VI.D
10.11 Unforeseen Circumstances. The inability of either party to perform any
obligation under this Contract due to an Unforeseen Circumstance shall not constitute a
breach of any such obligation during the pendency of the Unforeseen Circumstance.
Unforeseen Circumstance means any act, event or condition that has had, or will have,
a material adverse effect on the rights or obligations of the Hauler or the Agency under
this Contract, if such act, event or condition is beyond the reasonable control of the
party relying thereon as justification for not performing an obligation or complying with
any condition required of such party under this Contract. Such acts or events may
include, but shall not be limited to, and are qualified by the following:
(1) An act of God (but not including reasonably anticipated weather conditions
for the geographic area of the Agency Landfill) such as a landslide, lightning,
tornado, flood, fire, explosion, sabotage or similar occurrence; acts of a public
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enemy, extortion, war, blockade or insurrection, riot or civil disturbance;
(2) The non -issuance, suspension, termination, interruption, denial or failure
of renewal of any permit, license, consent, authorization or approval essential to
the operation of the Agency Landfill, provided that such act or event shall not be
the result of the willful or negligent action or inaction of the party relying thereon
and that neither the contesting in good faith of any such order nor the reasonable
failure to so contest shall be construed as a willful or negligent action or inaction
of such party;
(3) A change in law which prohibits or substantially prohibits the cost effective
operation of the Agency Landfill as determined by the Agency in its sole
discretion;
(4) The failure of any appropriate federal, state, county, or city public agency
or private utility, having operational jurisdiction in the area in which the Agency
Landfill is located, to provide and maintain utilities, services, water and sewer
lines, and power transmission lines to the Agency Landfill site which are required
for and essential to the operation of the Agency Landfill as determined by the
Agency in its sole discretion; and
(5) The failure of any subcontractor or supplier to furnish labor, services,
materials or equipment during the term of this Contract provided that such failure
is caused by an Unforeseen Circumstance and materially adversely affects the
Hauler's ability to perform its obligations, and the Hauler is not able reasonably to
obtain substitute labor, services, materials or equipment during the term of this
Contract. Strikes by the Hauler's employees, of subcontractors or failure of any
supplier, uncontrolled by the Hauler, to furnish labor, services, materials or
equipment during the term of this Contract due to strikes by their employees shall
not constitute an Unforeseen Circumstance.
10.12 Severability. In case any one or more of the provisions contained in this
Contract shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this
Contract, and this Contract shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
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DUBUQUE METROPOLITAN AREA
SOLID W TE AGENCY
By
Its Chairman
Date June 18, 2014
HAULER:
By
Its
Date