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HomeMy WebLinkAbout2008-35 Recycling Grant AgreementCity of Corcoran County of Hennepin State of Minnesota CITY OF CORCORAN RESOLUTION 2008 -35 MOTION BY: Grabowski SECONDED BY: Thomas RESOLUTION AUTHORIZING SUBMITTAL OF 2008 G1�:ANT APPLICATION FOR RECYCLING AND EXECUTION OF G�;ANT AGREEMENT WHEREAS, pursuant to Minnesota Statute 115A.5 52, counties shall ensure that residents have opportunity to recycle; and `AREAS, Hennepin County Ordinance requires that each City implement and maintain a recycling program to enable the County to meet its recycling goals, and WHEREAS, the City of Corcoran wishes to receive funds available through Hennepin County for recycling activities. NOW TI�REFORE BE IT RESOLVED, by the City Council of the City of Corcoran authorizes the submittal of the 2008 to 2010 grant application and further authorizes the City Administrator to execute such agreement with the County. VOTING AYE X Guenthner, Ken X Grabowski, Chuck X Hudok, Christopher X Jacobs, Paul X Thomas, Ron VOTING NAY Guenthner, Ken Grabowski, Chuck Hudok, Christopher Jacobs, Paul Thomas, Ron Whereupon, said Resolution is hereby declared adopted on this 14 day of August, 2005, ATTEST: eier, City Clerk Ken Guenthner, Mayor City Seal 417 North Fifth Street, Suite 200 Minneapolis, Minnesota 55401-1397 August 12, 2008 Todd Bodem CITY OF CORCORAN 8200 County Road 116 Corcoran, MN 55340 Ms. Bodem: 612-348-3777, Phone 612-348-8532, Fax 612-348-6500, 24 hour INFO Line www.hennepin.us Enclosed are two originals of the 2008 - 2010 Residential Recycling Grant Agreement between Hennepin County and the CITY OF CORCORAN. Please have both Agreements signed by an authorized official, and return both documents to me. A resolution by your governing body, authorizing your organization to enter into this agreement, is also needed to execute the grant agreement. If you haven't done so already, be sure to submit an authorizing resolution along with your signed agreements. When I receive the signed originals of the agreement and the authorizing resolution, I will forward the agreement for final execution. Once the agreement has been fully executed, I will send you one of the originals and your grant payment. If you have any questions, please contact me at j ohn.ej aimezc 5893. Best regards, ��� John Jaimez Enclosures - 2 co.hemlepin.mn.us or (612) 348- An Equal C�pportcrni�y Employer Recycled Paper Contract No: A081222 RESIDENTIAL RECYCLING GRANT AGREEMENT This Agreement is between the COUNTY OF HENNEPIN, STATE OF MI�NNESOTA the "COUNTY") A-2300 Government Center, Minneapolis, Minnesota 55487, on behalf of the Hennepin County Department of Environmental Services, 417 North Fifth Street, Minneapolis, Minnesota 5 5401-13 97 ("DEPARTMENT") and the CITY OF CORCORAN, 8200 County Road 116, Corcoran, Minnesota 55340 ("CITY"). WITNESSETH: WHEREAS, the County Board, by Resolution No. 07-539, adopted on November 27, 2007, approved the Hennepin County Residential Recycling Funding Policy for the period January 1, 2008, through December 31, 2010, and authorized grant funding for municipal recycling programs consistent with said policy; and WHEREAS, the CITY operates a municipal curbside residential recycling program and other waste reduction and recycling activities (the Recycling Program) as described in their grant application referred to in Section 2 below; and WHEREAS, said Recycling Program is consistent with Minnesota Statutes, Chapter 115A; the Office of Environmental Assistance Solid Waste Management Policy Plan; Hennepin County's Solid Waste Management Master Plan; and Hennepin County's Residential Recycling Funding Policy. NOW, THEREFORE, in consideration of the mutual undertakings and agreements hereinafter set forth, the COUNTY, on behalf of the DEPARTMENT, and the CITY agree as follows: 1. TERM AND COST OF THE AGREEMENT a. This Agreement shall commence upon execution and terminate on December 31, 2010. b. The initial grant payment for the year 2008 shall be equal to sixteen thousand eight hundred thirty-eight dollars ($16,838). Grant payments for subsequent years shall be calculated as set forth in Section 3. 2. SERVICES TO BE PROVIDED a. The CITY will operate its Recycling Program as more fully described in the Grant Application that was submitted by the CITY and kept on file with the COUNTY. The CITY agrees to submit an updated Grant Application each year of the term of this Agreement in order to be eligible for future grant funds. The terms of the Grant Application, as updated each year, are incorporated herein by reference. b. In addition to the services referred to above, the CITY agrees as follows: 1. JUL "JUL annual basis, the CITY must demonstrate that the average pounds of recyclables collected from households participating in their curbside residential recycling program must equal or surpass the 2007 base year figure. The base year figure is determined by dividing total pounds of recyclables collected in 2007 by the total number of households participating in the curbside recycling program in 2007. Failure to achieve this annual goal will result in the requirement that a plan be submitted for COUNTY approval that specifies the efforts the CITY will undertake to increase the recycling percentage within 90 days of the submittal of the municipal year-end report. The CITY may also be required to participate in COUNTY sponsored waste and recycling sorts to identify recovery levels of various recyclables in their community and to participate in efforts to increase recovery of target select recyclable materials being discarded in significant quantities. If the average pounds per household in any given year decreases from the base year by more than ten percent (10%), the COUNTY reserves the right to withhold the CITY's grant funds until the COUNTY is satisfied that reasonable efforts have been made to maintain the base year pounds per household. 2. At a minimum, the CITY shall collect the following materials at curbside: a. Newspaper and inserts; b. Cardboard boxes; c. Glass food and beverage containers; d. Metal food and beverage containers; e. All plastic bottles, except bottles that previously contained hazardous materials or motor oil; f. Magazines and catalogs; g. Cereal, cracker, pasta, cake mix, shoe, gift, and electronics boxes; h. Boxes from .toothpaste, medications, and other toiletries; and i. Mail, office, and school papers. 3. The CITY must estimate its participation rate in the curbside recycling program during the month of October of each year. Methodology for measuring participation must be approved by the COUNTY. 4. The CITY shall submit, on forms provided by the COUNTY, a Final 2008 Report by February 15, 2009; a Final 2009 Report by February 15, 2010; and a Final 2010 Report by February 15, 2011. The CITY shall submit an updated Grant Application by February 15 of each year. 2 5. All grant funds accepted by the CITY from the COUNTY pursuant to this Agreement shall be used to operate its Recycling Program, including capital and operating expenses related thereto, in the year granted. The CITY shall not retain any grant funds in excess of actual Recycling Program expenses. 6. The CITY may not charge its residents through property tax, utility fees, or any other method for that portion of the costs of its Recycling Program that is funded by COUNTY grant funds. 7. The CITY shall establish a separate accounting mechanism, such as a project number, activity number, cost center, or fund that will separate recycling and waste reduction revenues and expenditures from all other municipal activities, including solid waste and yard waste activities. 8. Recycling and waste reduction activities, revenues, and expenditures are subject to audit by the COUNTY. 9. If the CITY does not contract for curbside services, the CITY will receive grant funds provided that at least ninety percent (90%) of the grant funds are credited back to residents and the CITY meets all minimum program requirements. The additional ten percent (10%) of grant funds may be used for CITY administrative and promotional expenses. 3. METHOD OF PAYMENT a. The COUNTY will distribute grant funds annually only to the extent the COUNTY has received SCORE funds from the State of Minnesota. SCORE funds are based on revenue received by the State of Minnesota from a sales tax on garbage collection and disposal fees and are subject to change based on revenue received and allocated by the State. The CITY will receive grant funds per the formula below: # of Households Serviced Curbside by CITY Total # of Households Serviced Curbside in COUNTY Total SCORE Revenue X Received by COUNTY from State of Minnesota Grant Funds = Distributed to CITY b. Under no circumstances will the COUNTY's distribution of grant funds exceed the CITY's proportion of SCORE fund revenues received by the COUNTY. c. The initial grant fund payment will be forwarded after the County Board receives and approves this Agreement signed by an authorized official of the CITY. Provided the CITY is otherwise in compliance with the terms of this Agreement, future grant fund payments will be made after submittal by the CITY and approval by the COUNTY of the updated Grant Application and Final Report as described in Section 2 and receipt by the COUNTY of SCORE funds from the State of Minnesota. 4. INDEPENDENT CONTRACTOR CITY shall select the means, method, and manner of performing the services. Nothing is intended or should be construed as creating or establishing the relationship of co-partners between the parties or as constituting CITY as the agent, representative, or employee of the COUNTY for any purpose. CITY is and shall remain an independent contractor for all services performed under this Agreement. CITY shall secure at its own expense all personnel required in performing services under this Agreement. Any personnel of CITY or other persons while engaged in the performance of any work or services required by CITY will have no contractual relationship with the COUNTY and will not be considered employees of the COUNTY. The COUNTY shall not be responsible for any claims that arise out of employment or alleged employment under the Minnesota Economic Security Law or the Workers' Compensation Act of the State of Minnesota on behalf of any personnel, including, without limitation, claims of discrimination against CITY, its officers, agents, contractors, or employees. CITY shall defend, indemnify, and hold harmless the COUNTY, its officials, officers, agents, volunteers, and employees from all such claims irrespective of any determination of any pertinent tribunal, agency, board, commission, or court. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind from the COUNTY, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, Workers' Compensation, Re-employment Compensation, disability, severance pay, and retirement benefits. 5. INDEMNIFICATION AND INSURANCE A. CITY agrees to defend, indemnify, and hold harmless the COUNTY, its officials, officers, agents, volunteers and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including reasonable attorney's fees, resulting directly or indirectly from any act or omission of CITY, a subcontractor, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable in the performance of the services required by this Agreement, and against all loss by reason of the failure of CITY to perform any obligation under this Agreement. Be In order to protect CITY and those listed above under the indemnification. provision, CITY agrees at all times during the term of this Agreement, and n beyond such term when so required, to have and keep in force the toll owl either under a self-insurance program or insurance policies 1. Commercial General Liability on an occurrence basis with contractual liability coverage: owing as follows : Limits General Aggregate $2,000,000 Products Completed Operations Aggregate 2,000,000 Personal and Advertising Injury 15000,000 Each Occurrence Combined Bodily Injury and Property Damage 1,000NO 2. Workers' Compensation and Employer's Liability: Workers' Compensation Statutory If CITY is based outside the State of Minnesota, coverage must apply to Minnesota law. In accordance with Minnesota law, if CITY is a sole proprietor, it is exempted from the above Workers' Compensation requirements. In the event that CITY should hire employees or subcontract this work, CITY shall obtain the required insurance. Employer's Liability. Bodily injury by: Accident Each Accident 500,000 Disease Policy Limit 500,000 Disease Each Employee 5005000 C. An umbrella or excess policy over primary liability insurance coverages is an acceptable method to provide the required insurance limits. The above establishes minimum insurance requirements. Upon written request, CITY shall promptly submit copies of insurance policies to the COUNTY. 6. DATA PRACTICES CITY, its officers, agents, owners, partners, employees, volunteers and subcontractors shall abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 (MGDPA), the Health Insurance Portability and Accountability Act and implementing regulations, if applicable, and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality. CITY agrees to defend, indemnify and hold harmless the COUNTY, its officials, officers, agents, employees, and volunteers from any claims resulting from CITY's officers', agents', owners', partners', employees', volunteers', assignees' or 5 subcontractors' unlawful disclosure and/or use of such protected data, or other noncompliance with the requirements of this section. CITY agrees to promptly notify the COUNTY if it becomes aware of any potential claims, or facts giving rise to such claims, under the MGDPA. The terms of this section shall survive the cancellation or termination of this Agreement. 7. RECORDS —AVAILABILITY/ACCESS Subject to the requirements of Minnesota Statutes Section 16C.05, Subd. 5, CITY agrees that the COUNTY, the State Auditor, the Legislative Auditor or any of their authorized representatives, at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of CITY and involve transactions relating to this Agreement. CITY shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its termination or cancellation. 8. SUCCESSORS, SUBCONTRACTING AND ASSIGNMENTS A. CITY binds itself, its partners, successors, assigns and legal representatives to the COUNTY for all covenants, agreements and obligations contained in the contract documents. B . CITY shall not assign, transfer or pledge this Agreement and/or the services to be performed, whether in whole or in part, nor assign any monies due or to become due to it without the prior written consent of the COUNTY. A consent to assign an be subject to such conditions and provisions as the COUNTY may deem necessary, accomplished by execution of a form prepared by the COUNTY and signed by CITY, the assignee and the COUNTY. Permission to assign, however, shall under no circumstances relieve CITY of its liabilities and obligations under the Agreement. C. CITY shall not subcontract this Agreement and/or the services to be performed, whether in whole or in part, without the prior written consent of the COUNTY. Permission to subcontract, however, shall under no circumstances relieve CITY of its liabilities and obligations under the Agreement. Further, CITY shall be fully responsible for the acts, omissions, and failure of its subcontractors in the performance of the specified contractual services, and of person(s) directly or indirectly employed by subcontractors. Contracts between CITY and each subcontractor shall require that the subcontractor's services be performed in accordance with the terms and conditions specified. 9. MERGER AND MODIFICATION A. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter. All items that are referenced or that are attached are incorporated and made a part of this Agreement. If there is any conflict between the terms of this Agreement and referenced or attached items, the terms of this Agreement shall prevail. B. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties. 10. DEFAULT AND CANCELLATION A. If CITY fails to perform any of the provisions of this Agreement or so fails to administer the work as to endanger the performance of the Agreement, it shall be in default. Unless CITY's default is excused by the COUNTY, the COUNTY may upon written notice immediately cancel this Agreement in its entirety. Additionally, failure to comply with the terms of this Agreement shall be just cause for the COUNTY to delay payment until CITY's compliance. In the event of a decision to withhold payment, the COUNTY shall furnish prior written notice to CITY. B. Upon early termination or cancellation of this Agreement, the CITY shall itemize any and all grant funds expenditures up to the date of termination or cancellation and return such grant funds not yet expended. C. Notwithstanding any provision of this Agreement to the contrary, CITY shall remain liable to the COUNTY for damages sustained by the COUNTY by virtue of any breach of this Agreement by CITY. Upon notice to CITY of the claimed breach and the amount of the claimed damage, the COUNTY may withhold any payments to CITY for the purpose of set-off until such time as the exact amount of damages due the COUNTY from CITY is determined. Following notice from the COUNTY of the claimed breach and damage, CITY and the COUNTY shall attempt to resolve the dispute in good faith. D. The above remedies shall be in addition to any other right or remedy available to the COUNTY under this Agreement, law, statute, rule, and/or equity. E. The COUNTY's failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. F. This Agreement maybe canceled with or without cause by either party upon thirty (30) day written notice. 7 G. In the event the COUNTY does not receive any SCORE funds, this Agreement will be terminated upon written notice by the COUNTY. H. Provisions that by their nature are intended to survive the term, cancellation or termination of this Agreement include but are not limited to: INDEPENDENT CONTRACTOR; INDEMNIFICATION AND INSURANCE; DATA PRACTICES; RECORDS-AVAILABILITY/ACCESS; DEFAULT AND CANCELLATION; PROMOTIONAL LITERATURE; and MINNESOTA LAW GOVERNS. 11. CONTRACT ADMINISTRATION In order to coordinate the services of the CITY with the activities of the Department of Environmental Services so as to accomplish the purposes of this contract, Dave McNary, Solid Waste Division Manager, or his or her successor, shall manage this contract on behalf of the COUNTY and serve as liaison between the COUNTY and the CITY. 12. COMPLIANCE CITY shall comply with all applicable federal, state and local statutes, regulations, rules and ordinances currently in force or later enacted. 13. PAPER RECYCLING The COUNTY encourages CITY to develop and implement an office paper and newsprint recycling program. 14. NOTICES Any notice or demand which must be given or made by a party under this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices to the COUNTY shall be sent to the County Administrator with a copy to the originating Department at the address given in the opening paragraph of the Agreement. Notice to CITY shall be sent to the address stated in the opening paragraph of the Agreement or to the address stated in CITY's Form W-9 provided to the COUNTY. 15. PROMOTIONAL LITERATURE CITY agrees that the terms "Hennepin County" or any derivative shall not be utilized in any promotional literature, advertisements of any type or form or client lists without the express prior written consent of the COUNTY. 16. MINNESOTA LAWS GOVERN The Laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations 0 between the parties and their performance. The appropriate venue and jurisdiction for any litigation will be those courts located within the County of Hennepin, State of Minnesota. Litigation, however, in the federal courts involving the parties will be in the appropriate federal court within the State of Minnesota. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK Reviewed by the County Attorney s Office Assistant County Attorney Date: COUNTY BOARD AUTHORIZATION By: COUNTY OF HENNEPIN STATE OF MINNESOTA Chair of Its County Board ATTEST: Deputy/Clerk of County Board By: Richard P. Johnson, County Administrator Date: By: Assistant County Administrator, Public Works Date: Recommended for Approval By: Director, Department of Environmental Services Date: CITY OF r'nurnu s�v* Signature: Name: J o) ll fSo.�L,M (Printed Name) Title: ZN 7 EZ I f'�^ C ! Zj' d¢P/4/N�fj'i�K (Printed Title Date: ) Flzalmalw j /C7� * CITY shall submit upon request by COUNTY documentation (articles, bylaws, resolutions, or ordinances) that confirms the signatory's delegation of authority. 10 Contract No: A081222 RESIDENTIAL RECYCLING GRANT AGREEMENT This A eement is between the COUNTY OF HENNEPIN, STATE OF MINNESOTA " UNTY" A-2300 Government Center, Minneapolis, Minnesota 55487, on behalf of the (the CO ) in Count De artment of Environmental Services, 417 North Fifth Street, Minneapolis, Hennep y p ' to 5 5401-13 97 "DEPARTMENT") and the CITY OF CORCORAN, 8200 County Road Mlnneso 116, Corcoran, Minnesota 5 5 3 40 (` `CITY") . WITNESSETH: WHEREAS the Count Board, by Resolution No. 07-539, adopted on November 27, Y roved the Henne in County Residential Recycling Funding Policy for the period 2007, app p . 1 2008 throw h December 31, 2010, and authorized grant funding for municipal January g recycling programs consistent with said policy; and WHEREAS, the CITY operates a municipal curbside residential recycling program and other waste reduction and recycling activities (the Recycling Program) as described in their grant application referred to in Section 2 below; and .EAS said Rec cling Program is consistent with Minnesota Statutes, Chapter y • he Office of Environmental Assistance Solid Waste Management Policy Plan; Hennepin 115A, t 's Solid Waste Mana ement Master Plan; and Hennepin County's Residential Recycling County g Funding Policy. NOW THEREFORE, in consideration of the mutual undertakings and agreements hereinafter set forth, the COUNTY, on behalf of the DEPARTMENT, and the CITY agree as follows: 1. TERM AND COST OF THE AGREEMENT a. This A eement shall commence upon execution and terminate on December 31, 2010. b. The initial grant payment for the year 2008 shall be equal to sixteen thousand eight hundred thirty-eight dollars ($16,838). Grant payments for subsequent years shall be calculated as set forth in Section 3. 2. SERVICES TO BE PROVIDED a. The CITY will o erate its Recycling Program as more fully described in the Grant p TY. A lication that was submitted by the CITY and kept on file with the COUN pp The CITY a ees to submit an updated Grant Application each year of the term of this Agreement in order to be eligible for future grant funds. The terms of the Grant Application, as updated each year, are incorporated herein by reference. b. In addition to the services referred to above, the CITY agrees as follows: 1. On an annual basis, the CITY must demonstrate that the average pounds of recyclables collected from households participating in their curbside residential recycling program must equal or surpass the 2007 base year figure. The base year figure is determined by dividing total pounds of recyclables collected in 2007 by the total number of households participating in the curbside recycling program in 2007. Failure to achieve this annual goal will result in the requirement that a plan be submitted for COUNTY approval that specifies the efforts the CITY will undertake to increase the recycling percentage within 90 days of the submittal of the municipal year-end report. The CITY may also be required to participate in COUNTY sponsored waste and recycling sorts to identify recovery levels of various recyclables in their community and to participate in efforts to increase recovery of target select recyclable materials being discarded in significant quantities. If the average pounds per household in any given year decreases from the base year by more than ten percent (10%), the COUNTY reserves the right to withhold the CITY's grant funds until the COUNTY is satisfied that reasonable efforts have been made to maintain the base year pounds per household. minimum, the CITY shall collect the following materials at curbside: a. Newspaper and inserts; b. Cardboard boxes; c. Glass food and beverage containers; d. Metal food and beverage containers; e. All plastic bottles, -except bottles that previously contained hazardous materials or motor oil; f. Magazines and catalogs; g. Cereal, cracker, pasta, cake mix, shoe, gift, and electronics boxes; h. Boxes from toothpaste, medications, and other toiletries; and i. Mail, office, and school papers. 3. The CITY must estimate its participation rate in the curbside recycling program during the month of October of each year. Methodology for measuring participation must be approved by the COUNTY. 4. The CITY shall submit, on forms provided by the COUNTY, a Final 2008 Report by February 15, 2009; a Final 2009 Report by February 15, .2010; and a Final 2010 Report by February 15, 2011. The CITY shall submit an updated Grant Application by February 15 of each year. 2 5. All grant funds accepted by the CITY from the COUNTY pursuant to this Agreement shall be used to operate its Recycling Program, including capital and operating expenses related thereto, in the year granted. The CITY shall not retain any grant funds in excess of actual Recycling Program expenses. 6. The CITY may not charge its residents through property tax, utility fees, or any other method for that portion of the costs of its Recycling Program that is funded by COUNTY grant funds. 7. The CITY shall establish a separate accounting mechanism, such as a prof ect number, activity number, cost center, or fund that will separate recycling and waste reduction revenues and expenditures from all other municipal activities, including solid waste and yard waste activities. 8. Recycling and waste reduction activities, revenues, and expenditures are subject to audit by the COUNTY. 9. If the CITY does not contract for curbside services, the CITY will receive grant funds provided that at least ninety percent (90%) of the grant funds are credited back to residents and the CITY meets all minimum program requirements. The additional onal ten percent (10%) of grant funds may be used for CITY administrative and promotional expenses. 3. METHOD OF PAYMENT a. The COUNTY will di COUNTY has receive stribute grant funds annually only to the extent the d SCORE funds from the State of Minnesota. SCORE funds are based on revenue received by the State of Minnesota from a sales tax on garbage collection and disposal fees and are subject to change based on revenue received and allocated by the State. The CITY will receive grant funds per the formula below: # of Households Serviced Curb side by CITY Total # of Households Serviced Curbside in COUNTY Total SCORE Revenue X Received by COUNTY from State of Minnesota Grant Funds = Distributed to CITY b. Under no circumstances will the COUNTY's distribution of grant funds exceed the CITY's proportion of SCORE fund revenues received by the COUNTY. c. The initial grant fund payment will be forwarded after the County Board receives and approves this Agreement signed by an authorized official of the CITY. Provided the CITY is otherwise in compliance with the terms of this Agreement, future grant fund payments will be made after submittal by the CITY and approval by the COUNTY of the updated Grant Application and Final Report as described in Section 2 and receipt by the COUNTY of SCORE funds from the State of Minnesota. 4. INDEPENDENT CONTRACTOR CITY shall select the means, method, and manner of performing the services. Nothing is intended or should be construed as creating or establishing the relationship of co-partners between the parties or as constituting CITY as the agent, representative, or employee of the COUNTY for any purpose. CITY is and shall remain an independent contractor for all services performed under this Agreement. CITY shall secure at its own expense all personnel required in performing services under this Agreement. Any personnel of CITY or other persons while engaged in the performance of any work or services required by CITY will have no contractual relationship with the COUNTY and will not be considered employees of the COUNTY. The COUNTY shall not be responsible for any claims that arise out of employment or alleged employment under the Minnesota Economic Security Law or the Workers' Compensation Act of the State of Minnesota on behalf of any personnel, including, without limitation, claims of discrimination against CITY, its officers, agents, contractors, or employees. CITY shall defend, indemnify, and hold harmless the COUNTY, its officials, officers, agents, volunteers, and employees from all such claims irrespective of any determination of any.pertinent tribunal, agency, board, commission, or court. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind from the COUNTY, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, Workers' Compensation, Re-employment Compensation, disability, severance pay, and retirement benefits. 5. INDEMNIFICATION AND INSURANCE A. CITY agrees to defend, indemnify, and hold harmless the COUNTY, its officials, officers, agents, volunteers and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including reasonable attorney's fees, resulting directly or indirectly from any act or omission of CITY, a subcontractor, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable in the performance of the services required by this Agreement, and against all loss by reason of the failure of CITY to perform any obligation under this Agreement. B. In order to protect CITY and those listed above under the indemnification provision, CITY agrees at all times during the term of this Agreement, and L� and kee in force the following term when so required, to have p follows: beyond such ro ram or insurance policies as ance either under aself-insurance p g insur , Limit s Comm ercial General Liability on an occurrence 1 ' liabilit coverage: basis with contractual y $2,000,000 General Aggregate 2,000,000 Com leted Operations Aggregate Products p 1,000,000 Personal and Advertising Injury ccurrence Combined Bodily Each O 1,000,000 In•ury and Property Damage J sation and Employer's Liability: 2. Workers Compen . . - Statutory Workers' Compensation sed outside the State of Minnesota, If CITY is ba In ust a 1 to Minnesota law. coverage m pp y is a sole with Minnesota law, if CITY accordance the above rietor it is exempted from prop � � ion re uirements . In the Workers Compensat q or CITY should hire employees , event that obtain the sub contra ct this work, CITY shall required insurance. er' s Liability . Bodily injury b y Employ 500,000 Accident Each Accident 5 00 000 Disease Policy Limit 5 00 000 Disease Each Employee An umbrella or excess policy o C' rovide th acceptable method to p .rim liability insurance coverages is an ver p ary e required insurance limits. • uirements. Upon written request, bove establishes minimum insurance req AUNTY. The a of insurance policies to the C shall romptly submit copies CITY p 6. DATA PRACTICES ees volunteers and subcontractors CITY, its officers, ag ents owners, partners, employ , ' the rovisions of the Minnesota Government D ata Practices ct, shall abide by p th Insurance P ortability and . a ter 13 MGDPA), the Heal 'cable esota Statutes, Ch p � and all other apple Minn ntin re lations, if applicable, Ac countability Act and impleme g � data rivacy or s re lations and orders relating to p . state and federal laws, rule , gu ld harmless the COUNTY its es to defend, indemnify and ho confidentiality. CITY agre from an claims resulting from ents em loyees, and volunteers y ' or officials, officers, ag � p o ees' volunteers ,assignees ' nts' owners' ,partners' , empl y CITY s officers ,age , i subcontractors' unlawful disclosure and/or use of such protected data, or other noncompliance with the requirements of this section. CITY agrees to promptly notify the COUNTY if it becomes aware of any potential claims, or facts giving rise to such claims, under the MGDPA. The terms of this section shall survive the cancellation or termination of this Agreement. 7. RECORDS —AVAILABILITY/ACCESS Subject to the requirements of Minnesota Statutes Section 16C.05, Subd. 5, CITY agrees that the COUNTY, the State Auditor, the Legislative Auditor or any of their authorized representatives, at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of CITY and involve transactions relating to this Agreement. CITY shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its termination or cancellation. 8. SUCCESSORS, SUBCONTRACTING AND ASSIGNMENTS A. CITY binds itself, its partners, successors, assigns and legal representatives to the COUNTY for all covenants, agreements and obligations contained in the contract documents. B. CITY shall not assign, transfer or pledge this Agreement and/or the services to be performed, whether in whole or in part, nor assign any monies due or to become due to it without the prior written consent of the COUNTY. A consent to assign shall be subject to such conditions and provisions as the COUNTY may deem necessary, accomplished by execution of a form prepared by the COUNTY and signed by CITY, the assignee and the COUNTY. Permission to assign, however, shall under no circumstances relieve CITY of its liabilities and obligations under the Agreement. C. CITY shall not subcontract flow, Agreement and/or the services to be performed, whether in whole or in part, without the prior written consent of the COUNTY. Permission to subcontract, however, shall under no circumstances relieve CITY of its liabilities and obligations under the Agreement. Further, CITY shall be fully responsible for the acts, omissions, and failure of its subcontractors in the performance of the specified contractual services, and of person(s) directly or indirectly employed by subcontractors. Contracts between CITY and each subcontractor shall require that the subcontractor's services be performed in accordance with the terms and conditions specified. 9. MERGER AND MODIFICATION A. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter. All items that are referenced or that are attached are incorporated and made a part of this Agreement. If there is any conflict between the terms of this Agreement and referenced or attached items, the terms of this Agreement shall prevail. B. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties. 10. DEFAULT AND CANCELLATION A. If CITY fails to perform any of the provisions of this Agreement or so fails to administer the work as to endanger the performance of the Agreement, it shall be in default. Unless CITY's default is excused by the COUNTY, the COUNTY may upon written notice immediately cancel this Agreement in its entirety. Additionally, failure to comply with the terms of this Agreement shall be just cause for the COUNTY to delay payment until CITY's compliance. In the event of a decision to withhold payment, the COUNTY shall furnish prior written notice to CITY. B. Upon early termination or cancellation of this Agreement, the CITY shall itemize any and all grant funds expenditures up to the date of termination or cancellation and return such grant funds not yet expended. C. Notwithstanding any provision of this Agreement to the contrary, CITY shall remain liable to the COUNTY for damages sustained by the COUNTY by virtue of any breach of this Agreement by CITY. Upon notice to CITY of the claimed breach and the amount of the claimed damage, the COUNTY may withhold any payments to CITY for the purpose of set-off until such time as the exact amount of damages due the COUNTY from CITY is determined. Following notice from the COUNTY of the claimed breach and damage, CITY and the COUNTY shall attempt to resolve the dispute in good faith. D. The above remedies shall be in addition to any other right or remedy available to the COUNTY under this Agreement, law, statute, rule, and/or equity. E. The COiJNTY's failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. F. This Agreement maybe canceled with or without cause by either party upon thirty (30) day written notice. 7 G. In the event the COUNTY does not receive any )CORE funds, this Agreement will be terminated upon written notice by the COUNTY. H. Provisions that by their nature are intended to survive the term, cancellation or termination of this Agreement include but are not limited to: INDEPENDENT CONTRACTOR; INDEMNIFICATION AND INSURANCE; DATA PRACTICES; RECORDS-AVAILABILITY/ACCESS; DEFAULT AND CANCELLATION; PROMOTIONAL LITERATURE; and MINNESOTA LAW GOVERNS. 11. CONTRACT ADMINISTRATION In order to coordinate the services of the CITY with the activities of the Department of Environmental Services so as to accomplish the purposes of this contract, Dave McNary, Solid Waste Division Manager, or his or her successor, shall manage this contract on behalf of the COUNTY and serve as liaison between the COUNTY and the CITY. 12. COMPLIANCE CITY shall comply with all applicable federal, state and local statutes, regulations, rules and ordinances currently in .force or later enacted. 13. PAPER RECYCLING The COUNTY encourages CITY to develop and implement an office paper and newsprint recycling program. 14. NOTICES Any notice or demand which must be given or made by a party under this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices to the COUNTY shall be sent to the County Administrator with a copy to the originating Department at the address given in the opening paragraph of the Agreement. Notice to CITY shall be sent to the address stated in the opening paragraph of the Agreement or to the address stated in CITY's Form W-9 provided to the COUNTY. 15. PROMOTIONAL LITERATURE CITY agrees that the terms "Hennepin County" or any derivative shall not be utilized in any promotional literature, advertisements of any type or form or client lists without the express prior written consent of the COUNTY. 16. MINNESOTA LAWS GOVERN The Laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this Agreement and the legal relations . riate venue and jurisdiction for ' es and their performance. The apprOp to of between the parts ' hin the County of Hennepin, Sta ' ' n will be those courts located wit ies will be in the any litigatio he federal courts involving the part ' nnesota. Litigation, however, in t rovision of this Mi in the State of Minnesota. If any p ro riate federal court with in rovisions will not be app p ille al or unenforceable, the remain g p A, Bement is held invalid, g affected. NTIONALLY LEFT BLANK TH I S PORTION OF PAGE INTE Reviewe Office d by the County Attorney s Assistant County Attorney Date: COUNTY BOARD AUTHORIZATION By: C;U UNTY OF HENNEPIN STATE OF MI]�TNE S O TA Chair of Its County Board ATTEST: By: Richard P Date: Deputy/Clerk of County Board . Johnson, County Administrator By: Assistant County Administrator, Public Works Date: Recommended for Approval By: Director, Date: Department of Environmental Services CITY OF CORCORAN* S1 Name: (Printed Name) _--- Title: �—� i�7z � C . � �}�%MiNiS/�K (Printed Titer...,, % �S� Date: � O * CITY shall submit upon request by COUNTY documentation (articles, bylaws, resolutions, or ordinances) that confirms the signatory's delegation of authority. 10