HomeMy WebLinkAboutRes2021-084 CITY OF SEWARD,ALASKA Sponsored by: Bower
RESOLUTION 2021-084
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, APPROVING A FRANCHISE FOR THE COLLECTION AND
DISPOSAL OF GARBAGE AND REFUSE WITH ALASKA WASTE-
KENAI PENINSULA, LLC, SUBJECT TO APPROVAL BY THE VOTERS
OF SEWARD AT THE OCTOBER 5,2021 REGULAR CITY ELECTION
WHEREAS, the Seward City Charter ("Charter") and Code of Ordinances ("Code")
provide for the sanitary, economic, and efficient collection and disposal of garbage, rubbish, and
waste material in the City and its service area,and permits,pursuant to such Charter and Code and
voter approval, the use of a contractor to provide such services; and
WHEREAS, the City of Seward ("City") currently contracts with Waste Connections of
Alaska, Inc.dba Alaska Waste—Kenai Peninsula LLC, for the collection and disposal of garbage
and refuse,with said contract will expire on December 31, 2022; and
WHEREAS,the City released a Request for Proposals(RFP)to seek a vendor to provide
solid waste collection services;two responsive and responsible proposals were received,and based
on the scoring of those proposals,the city manager recommends approval of a contract with Alaska
Waste-Kenai Peninsula, LLC, subject to voter approval at an election to be held on October 5,
2021, and subject to successful negotiations between the City and the proposer; and
WHEREAS, administration recommends entering into a seven-year contract with an
option to extend for up to three additional years, subject to approval by the City Council; and
WHEREAS, this franchise agreement provides for automatic annual adjustments in the
Rate Schedule based on 140% of the CPI', with such automatic increases not subject to further
approval, and with all other changes to rates and conditions of service subject to City Council
review and approval; and
WHEREAS, the agreement provides for services such as a bulky-item curbside pickup
service for appliances and furniture, and through a levelized rate schedule, encourages the use of
bear-resistant containers and bear-resistant dumpster lids to reduce bear/human/garbage
encounters, and includes a franchise fee to be paid to the City equal to 3% of the gross revenues
collected by the contractor; and
WHEREAS,approval of a seven-year franchise,with an option to extend for an additional
term of up to three years,provides sufficient incentive for the contractor to make improvements to
the local fleet of available equipment,trucks, and container inventories,and to address issues such
111 as the availability of bear-resistant garbage cans and bear-resistant dumpster lids, and to consider
Consumer Price Index(CPI)means the consumer price index(CPI -U), all items, 1982 -
1984=100 for urban wage earners and clerical workers, Anchorage,Alaska area, as published by
the U.S. Department of Labor, Bureau of Labor Statistics(initial release). The 2023 Rate
Schedule will be adjusted utilizing the CPI data from the calendar year 2021.
CITY OF SEWARD,ALASKA
RESOLUTION 2021-084
future options for the community to encourage and facilitate recycling efforts; and
WHEREAS, granting of a franchise for a public utility requires the affirmative vote of a
majority of electors voting on a proposition to approve such a franchise; and
WHEREAS, the Seward City Council finds that it is in the public interest to provide for
quality local garbage and refuse collection and disposal services, and therefore, opts to place this
proposition before the voters of Seward at the regular election of October 5, 2021, per Charter
13.6.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD,ALASKA that:
Section 1. The Seward City Council hereby approves the franchise agreement between the
City of Seward and Alaska Waste-Kenai Peninsula,LLC,for the collection and disposal of garbage
and refuse, a copy of which is attached hereto and incorporated herein by reference, subject to
voter approval, in accordance with Section 4 below.
Section 2. The city manager is hereby authorized to finalize and execute such additional
documents,as necessary,to finalize the franchise agreement and to agree to revisions to the documents
so long as the essential terms and conditions of the franchise agreement are not substantially changed.
Section 3.The city manager is hereby authorized to include collection of a franchise fee in
the amount of 3% of gross revenues collected from the franchisee, and that amount is considered
adequate compensation for the maintenance and use of City streets and alleys in the conduct of
this contract. The City Council will also retain rate approval as provided in the City Charter and
Code.
Section 4. At the regular municipal election to be held on October 5, 2021, the City shall
submit to the qualified voters of the City the question of approval of the franchise agreement noted
above. An affirmative vote of a majority of the qualified electors voting on the proposition shall
be required for approval of the franchise agreement.
Section 5.The proposition shall be substantially in the following form:
Proposition No. 1
Franchise Agreement for the Collection and Disposal of Garbage and Refuse
Do you approve a seven-year franchise agreement with Alaska Waste-Kenai Peninsula, LLC for
the collection and disposal of garbage and refuse? The franchise agreement contains an option to
extend for up to an additional three years. The franchise agreement allows for costs to be adjusted
annually based on 140% of the Consumer Price Index. The franchise agreement provides an
CITY OF SEWARD, ALASKA
RESOLUTION 2021-084
it
opportunity for periodic rate reviews with all other consumer rates to be set by resolution of the
City Council.
Yes No
A "Yes" vote approves a seven-year franchise agreement with Alaska Waste-Kenai Peninsula,
LLC for the collection and disposal of garbage and refuse, with the option to extend the agreement
for up to three additional years.
A "No" vote does not approve a seven-year franchise agreement with Alaska Waste-Kenai
Peninsula, LLC for the collection and disposal of garbage and refuse, with the option to extend the
agreement for up to three additional years.
Section 6. The franchise agreement shall not be effective until it has been approved by a
majority of the electors voting on a proposition to approve the same. If approved, the franchise
agreement shall go into effect January 1, 2023, or as soon thereafter as practicable.
Section 7. This resolution shall take effect immediately upon adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 9th
day of August, 2021.
.11110111.F
T C TY6 F S • ' ! •
,1h _
' Iny T•rry, Ma or
AYES: Baclaan, McClure, Seese, Osenga, Casagranda, DeMoss,
NOES: None
ABSENT: None
ABSTAIN: None
,.001$I U a t, ,,
ATTEST: .•'. OF SElif.•[s,
* —..— G
renda J. Ballo , MMC ? • SEAL • •
City Clerk --.— tip.
(City Seal) •,,F OF Arc .•``
•••....,,..•`
City Council Agenda Statement
Meeting Date: August 9, 2021
To: City Council
Through: Janette Bower, City Manager
From: Jessra Snyder, Finance Director
Agenda Item: Approving Franchise Agreement for Solid Waste Collection Services with
Alaska Waste-Kenai Peninsula, LLC
Background and justification:
The City of Seward, through its Charter and its Code of Ordinances, provides for the collection
and disposal of garbage and rubbish. To that end,the City previously applied for,and was granted,
a Certificate of Public Convenience and Necessity by the Regulatory Commission of Alaska, for
its refuse utility (Certificate U- 99 -22).
Since at least the early 1970s, the City has utilized a private contractor to provide refuse services
in Seward. The City Code requires that a franchise for a public utility be approved by a majority
of voters in a regular City election.
The question has been raised regarding why the City enters into a franchise agreement for refuse
services. The option of letting residents choose who they want as a provider and the resident
contacting the provider directly was explored. However, there is a risk that providers will state
they do not have enough business and choose not to serve Seward, leaving no refuse removal
services. To ensure reliable refuse services, the Request for Proposals (RFP) was issued.
The RFP was issued a year ahead of the contract deadline to make this year's ballot. This decision
was made to ensure adequate time for voter approval and if voter approval is not granted,adequate
time for an alternate solution.
Please note the contract is for refuse services and does not include recycling. The City does not
have code language mandating recycling. While it is encouraged, residents have the ability to
contact a recycling provider directly to receive recycling services. The language is not needed in
the refuse contract.
The City solicited an RFP for solid waste collection services and received two responses. Both
proposals were considered responsive and responsible. The following criteria and associated
weightings were used to score the proposals: Proposed rates = 30 %; Finn's technical
qualifications (fleet, container inventory, etc.) =20 %; Firm's experience = 15 %; Bear Deterrent
Practices = 10 %; Litigation History = 10 %; Contract exceptions = 10 %', and Customer service
and billing=5 %. The proposals received the following overall scores:
Alaska Waste - Kenai Peninsula, LLC Score = 86.33
Blue Arctic Waste Solutions, LLC Score =-- 85.0
Based on the scoring of criteria, the administration recommends approving a franchise for the
collection and disposal of garbage and refuse with Alaska Waste - Kenai Peninsula, LLC, subject
to approval by the voters of Seward at the October 5, 2021 regular City election, and subject to
successful contract negotiations.
Alaska Waste - Kenai Peninsula, LLC became the City's current refuse franchisee, upon
completion of a buyout of the City's previous contractor, and upon the City Council's approval of
consent to a change in ownership, approved by Resolution in February 2012. Since that time, the
contractor has provided safe and reliable service to the residents of Seward, and the City has
received very few calls regarding service. The contractor has been responsive to City staff and we
have developed a positive working relationship. The administration recommends approval of this
franchise agreement, for final approval by the voters of Seward at the October election.
Intent:
Negotiate and enter into a contract for collection and disposal of garbage, rubbish, and waste
material with Alaska Waste — Kenai Peninsula, LLC for seven years beginning January I, 2023
with the option for one three-year extension.
Consistency checklist: Yes No NIA
1 Comprehensive Plan: Page I —Community Appearance, Page 13— X
City Government, Page 26--Public Facilities
2 Strategic Plan:page 4—Natural Environment, Promote a Safe X
Community
3. t Other: X
Fiscal note:
The City will collect a 300' franchise fee based on gross revenues collected by Alaska Waste,Kenai
Peninsula, LLC. In 2020 this franchise fee totaled $22,753. The franchise fee is intended to
compensate the City for maintenance and use of its roads and alleys.
Funding is from: 01000-00004620 (General Fund-Franchise Fee)
Finance Department approv .. r
Recommendation
City Council approve Resolution 2021- , XXXXX.
06'Z-/ �
Contractual Agreement
For the Collection and Disposal of
Garbage,Rubbish and Waste Material
In the City of Seward,Alaska
THIS AGREEMENT {the"Agreement")is dated as of the day of
2021,by and between the City of Seward, Alaska, a municipal corporation organized under and operating
pursuant to the laws of the State of Alaska,hereinafter referred to as the"City"and Alaska Waste-Kenai
Peninsula, LLC,hereinafter referred to as"CONTRACTOR".
WHEREAS, the City, by its charter(the "Charier'} and ordinances of the Seward City Code (the
"Code"),provides for the sanitary,economic,and efficient collection and disposal of garbage, rubbish,
and waste material in the City and its service area,and has,by such Charter and Code,made regulations
regarding such collection and disposal;and
WHEREAS,the City seeks a CONTRACTOR to provide dependable, economic,and efficient
service to the business,industrial,residential,and public districts of the City and its service area through
periodic and regularly scheduled collection of garbage,rubbish,and waste material in accordance with
the Charter and Code and within the terms of a previous agreement;and
WHEREAS, the City and CONTRACTOR agree to consider, over the course of this contract,
alternative means to reduce the envirorunental impact of waste,measures to reduce humanlbear encounters,
and other such potential initiatives,and
NOW,THEREFORE,IT IS AGREED BY AND BETWEEN THE CITY AND CONTRACTOR
THAT:
1. &gR&CMV r- This Agreement, a franchise contract for collecting and disposing of the
garbage,rubbish and waste materials ofbusinesses,residences,and public entities of and within
the City and its service area,is hereby awarded to CONTRACTOR,subject to approval by the
voters under Charter Section 13.6.
2. Sd?l W&=CONTRACTOR will comply with the terms and provisions of all Charter
and Code provisions and will follow regulations of the City it% connection therewith Charter
Section 13.5 is incorporated herein by this reference. To the extent that any provisions of this
Agreement conflict with the Charter or Code,the Charter and Code shall govern.
3. Ser3dre. (a) CONTRACTOR will provide continuous and uninterrupted service to the
public in all sections of the City and its service area in accordance with the terms of this
Agreement throughout the entire period hereof except as provided in paragraph 13 herein. (b)
The City and CONTRACTOR agree to the terms and conditions of CONTRACTOR'Service
Policies,and CONTRACTOR agrees to perform according to said Service Policies,which are
attached hereto as Exhibit 1.(c)Should the City adopt service policies whose effect is to
impose requirements or restrictions on CONTRACTOR performance which will cause
CONTRACTOR additional costs to provide service,the City shall provide CONTRACTOR the
opportunity to determine its additional costs and to request a rate adjustment in the manner
provided by Charter and Code.(d)CONTRACTOR agrees to collect and transport all garbage.
rubbish and waste material collected within the City and its service area to a site and facility
designated by the Kenai Peninsula Borough and to comply with the regulations established
for such facility.
4. Tenn gf&reemgat.(a)This Agreement is effective upon execution by both Parties and
as of the date first above written.The collection services provided under this Agreement shall
commence at 12:01 a.m.on January 1,2023 and shall continue for a minimum term of seven
(7)years,expiring no earlier than 11:59 p.m.December 31,2029,unless earlier terminated under
Contractual Agreement Between
The City of Seward and Alaska Waste-Kenai Peninsula,UC
Page I of 8
the provisions of the Charter or this Agreement. (b) Unless this Agreement is temunated
pursuant to the provisions ofthe Charter,paragraph 15 afthis Agreement,or any other provision
of this Agreement,the Parties agree that this Agreement may be renewed for up to three(3)
additional years on the same terms and conditions as provided herein;provided,however, 1)
CONTRACTOR first notifies the City of its desire to renew this Agreement under the same
terms and conditions and provides written notice to the City in accordance with this
Agreement at least one hundred eighty(180)days prior to the expiration of the current term;
2)CONTRACTOR is not in default under any term or provision of this Agreement; and 3)the
City Council,at the time the renewal is requested,approves the renewal.The maximum term
of this contract shall be ten(10)years.
Following the termination of this Agreement for any reason prior to the expiration ofthe initial
term or renewal term, CONTRACTOR shall continue to provide the services under this
Agreement, at the City's election, until 11:59 p.m, on the last day of the first full month
following the date the City gives CONTRACTOR notice of termination.
5. JUULUM
a. Coverage Requirements. Without limiting its Indemnities,CONTRACTOR will secure
and maintain insurance coverage meeting the requirements in thisSection. Each-
liability policy trust provide contractual liability coverage for Contractor's
Indemnities, including any necessary endorsement, schedule, or documentation.
CONTRACTOR agrees that,at its sole cost and expense,it will obtain and maintain
public liability insurance insuring against all liabilities, claims and demands for
injuries, loss and/or damage which resul t from the performance of services pursuant
to this Agreement as follows:
(i) General Liability Insurance. Written on ISO policy form CG 00 01
(occurrence)or its equivalent(and not CG 00 02 claims made) with
limits of not less than the following:
General Aggregate: $4 million
Products/Completion Operations Aggregate: $4 million
Personal and Advertising Injury: $1 million
Each Occurrence: $2 million
(ii) Automobile Liability Coverage. Insurance meeting the following
requirements:
I. Written on ISO policy forms CA 00 12 or CA 00 20(or equivalent)
with a limit of liability not less than$2 million foreach accident
2. Endorsed to delete the pollution and/or the asbestos exclusion and
include pollution liability(using form CA 9948 or its equivalent)for
accidental spills and discharges while transporting and/or processing
materials;and
3. Covering all Vehicles that drive on public roads.
If Contractor is subject to federal regulations,Contractor will also maintain
any other coverage necessary to satisfy state or federal financial
responsibility requirements.
(M) Liability coverage for pollution conditions resulting from
transported cargo. With a limit of not less than $2 million per
occurrence covering loss(including cleanup costs)the CONTRACTOR
becomes legally obligated to pay as a result of claims for bodily injury,
property damage, and cleanup costs (including expenses required by
Contwoud Agreement Between
The City of Seward and Alaska Waste-Kenai Peninsula,t LC
Page 2 of
environmental laws or incurred by federal,state,city,or third parties)
resulting from pollution conditions caused by transported cargo
(including waste). For the purpose of this subsection, "pollution
conditions"includes the dispersal,discharge,release,or escape of any
solid,liquid,gaseous or thermal irritant or contaminant(such as smoke,
vapors,soot,fumes,acids,alkalis,toxic chemicals,medical waste,and
waste materials) into or upon land, any structure on land, the
atmosphere, or any watercourse or body of water (including
groundwater),provided the conditions are not naturally present in the
environment in the amounts or concentrations discovered.
CONTRACTOR'S general liability policy may be endorsed to provide
for this pollution liability coverage.
(iv) Workers Compensation and Employers' Liability. Insurance
providing the following:
1. Workers'compensation benefits required by applicable taw
(including the State Labor Code or by any other state labor law),and
for which Contractor is responsible;and
Z. Employers' Liability coverage with limits of not less than the
following:
Each accident: $1 million
Disease—policy limit: $1 million
Disease—each employee $1 million
b. Insurer qualifications. Contractor will secure insurance provided by aninsurer
meeting The following qualifications:
(i) is acceptable to the City of Seward,
(ii) is an adntitted company in State,
(iii) has a size category of VII or larger by A.M. Hest Company, Inc.,and
(iv) has a rating of A or better by AM. Best Company, Inc.
c. Evidence of coverage. Contractor will provide Certificates of Insurance,
endorsements,schedules,and other evidence of insurance coverage requestedby the
City,at the following times:
(i) on or before the contract commencement date,
(ii) promptly upon renewal of policies,and
(iii) within ten(10)days of request by the City.
1. All insurance required herein shall name the City as an additional
insured.All insurance premiums shall be the obligation of and shall
be paid by CONTRACTOR. A valid Certificate of Insurance shall be
delivered to the City's Finance Director at the signing of this
Agreement Each insurance policy shall contain a clause whereby the
insurance company agrees to give written notice to the City prior to
any cancellation of such policies of insurance in accordance with the
applicable provisions of such policies. The amount of the insurance
policy deductibles is subject to approval by the City.
d. Certificates of Insurance. Contractor will provide certificates (or other
evidence of coverage)containing the following information:
(i) Contract name,explicitly identifying this Agreement.
Contractual Agreement Between
The City of Seward and AtesIm Waste-Kenai Peninsula, I LC
Page 3 of
(ii) Types, policy numbers, policy effective/expiration dates, and
limits.
(iii) 30 days' cancellation notice: Containing express condition that the
City of Seward must receive written notification by mail in advance of
cancellation for all policies evidenced on the certificate of insurance in
accordance with the applicable provisions of such policies.
(iv) Deductibles and self-Insured retentions. Identifying any
deductible and self-insured retention, and upon City request, the
CONTRACTOR will reduce any self-insured retention as it applies
to the City or provide a letter of credit,certificate of deposit or other
financial assurance acceptable to the City,guaranteeing payment of all
retained losses and related costs andexpenses related to investigations,
claims administration,and legal defense.
(v) Claims made.If the City waives the prohibition on procuring claims
made policies and insurance coverage is written on a claims-made form,
then evidence that the "retro date" is before the Agreement
commencement date.CONTRACTOR must maintain that coverage for
at least five(5)years after the termination date of this Agreement(or
longer as required under this Agreement). Promptly upon request,
CONTRACTOR must provide City with evidence of this coverage.TFUS
PROVISION SURVIVES THE TERMINATION OF THIS
AGREEMENT.
e. Endorsements.CONTRACTOR must provide copies of the following endorsements
or other documentation with respect to CONTRACTOR and its subcontractors:
(i) Additional insured, 'Endorsements to each liability policy, explicitly
adding City and its "officers, agents, and employees" as additional
insured.
(ii) Waiverorsubrogation;
1. Insurance is primary and not contributing with any otherinsurance
or self-insurance progrann maintained by City.
2. Excluding any "insured Y. insured" clause in a liability policy
with respect to City as an additional insured;and
3. Providing dedicated limits under a liability policy in favor ofCity
as an additional insured.
f. Schedules.Contractor must provide schedules or other evidence that liabilitypolicies
of CONTRACTOR provide contractual liability coverage for Indemnities, such as
listing this Agreement as an"insured contract".
g. Notice of Claims.If any person makes a claim against CONTRACTOR in excess
of the amount of any deductibles or self-insured retentions,CONTRACTOR will
promptly notify City of the claim.
6. Contractor Indemnity, Defense and Release
a. To the extent allowable under applicable law,CONTRACTOR will indemnify and hold
harmless,defend with counsel approved by the City,and release the City,its officials,
employees,agents,and contractors from and against all liabilities and losses paid,
incurred or suffered by,or asserted against,the City or any of its related parties,
including any claims,demands,penalties,fines,judgments,liabilities,settlements,
damages,costs or expenses(including,without limitation,reasonable attorney,
consultant and expert fee,court costs and litigation expenses)of whatever kind or
nature,known or unknown contingent or otherwise,to the extent arising out of or in
any way resulting from operations under this Agreement or the use ofany of the
Contractual Apeennent Between
The City of Seward and Alaska Waste-Kenai Peninsula. LLC
Pop 4 ofg
City's propenyexcept to the extent such damages arise from the negligence or WHIM
acts or omissions of the City,its officials,employees,agents,or contractors.
b. CONTRACTOR indemnification and defense of the City,its officials,employees,
agents,and contractors shall extend to any claims arising out oforin any way related
to this Agreement and the presence,disposal,release or threatened release of any
hazardous material,in each case only to the extent caused by the Contractor or
arising from the Contractor's operations hereunder,which is on,from or affecting
public or city land,soil,water,ground water,vegetation,building,personal
property,persons,animals,or otherwise including any personal injury(including
wrongful death)or property damage to the extent arising out of or related to any
such hazardous materials,and any lawsuit brought or threatened,settlement reached
or government order relating to such hazardous materials(except for damages
arising from the negligence or willful acts or omissions of the City,its officials,
employees,agents,contractors or any other third patties that are unrelated to the
Contractor).
c. CONTRACTOR shall furnish to the City's Finance Director a performance bond in
the sum of Twenty-Five Thousand Dollars($25,000)conditioned upon the
covenants,agreements,stipulations,and conditions thereof.The executed
performance bond shall be attached to this Agreement and incorporated hereto and
made a part hereof.
7. Fees lstahlishied.CONTRACTOR shall be entitled to receive the fees specified in the
Rate Schedule for Garbage and Refuse Services attached hereto as Exhibit 2,as may be
amended from time to time according to the terms of the Charter,Code,and this
Agreement.
S. Record of Services. On a quarterly basis,CONTRACTOR shall supply the City with an
accurate record or the gross revenues billed and collected,for the purposes of paying
the 3%franchise fee identified in Section 10,
9, CMqlomer Contget Point,CONTRACTOR shall serve as the primary point of custorner
contact and shall receive customers'applications for service,provide the customer with
information regarding services available and fees for such services,and receive customer
complaints regarding service. The City will accept and forward any customer complaints
that are brought to the City's attention,on to CONTRACTOR.
10. Franehicl EM The Seward City Charter §13.5(7) requires that a franchise contribute to
the cost of maintaining local roads,alley ways,etc.which the franchise may use in the
conduct of its business. "litre franchise fee imposed under this section shall be three percent
(3%)of CONTRACTOR'gross revenues actually collected within the corrorate limits
of the City for each quarter. The fee shall be due and payable on the 20 day of
April,July,October,and January following the end of the quarter,and if not paid
timely,shall be subject to penalties and interest as provided in Seward City Code
§14,01.055.
1l Rate Adiultm=L The City and CONTRACTOR agree that the Rate Schedule will be
adjusted beginning on January 1 in the second full calendar year of the Term(in this
case,January I,2024)and each subsequent January 1,equal to the following:
a. The Rate Schedule in affect during the prior contract year (or portion
thereof),plus or minus the percentage of the Consumer Price Index(CPI)bidin
k"owm a Pnoe IQ&X tcrl)Me=ducxama mm aka(Muk on items,06114t 100 fat u3en wW ecaresand ckrKd aad em An:1w*pp A6&rga,ptkh%kdly Ile
us RWcom d LAWS as dLAatSbtWks(+t6ad eA.4 1bk-M.20 Pee Scs+?.k wM di=CF1 Dsd8un dxa1n4 fan 2M
Contcactual Agreement between
The City of Seward and Alaska Waste:-Kenai Peninsula, LLC
Page 5 of 8
response to the RFP;in this case, 140%ofthe annual CPI'.
b. The rate adjustment proposed in this Section i I is subject to approval by the
Seward City Council,of a Refuse Tariff adjustment which is to be proposed to
the Council upon approval of this Agreement.Said Refuse Tariff'adjustment
will propose that the CPI increase become an automatic adjustment effective
January 11 each year beginning January 1,2024 without need of further City
Council approval,and that all other amendments to the Rate Schedule shall
require farther Council approval.
12 Initenendent Contractor.It is specifically acknowledged and agreed that when
fulfilling its obligations pursuant to this Agreement,CONTRACTOR is an independent
contractor and the City has no control or right to control CONTRACTOR operations,
equipment and/or personnel except as expressly set forthin this Agreement.
R Egrce Maigure. If the failure of CONTRACTOR to perform under this Agreement is
due to any fault of the City,acts of God,fuel or repair supplies,fire,explosion,tempest,
weather,war,strikes,earthquakes or accidents directly or indirectly aftming
CONTRACTOR performance("Excuses")and the Excuse is beyond the reasonable
control of CONTRACTOR or not the result of CONTRACTOR act,or omission,or
negligence,then the failure of CONTRACTOR to timely perform under this Agreement
shall not constitute a default or breach under this Agreement,and no penalties or damage
shall be payable to the City by CONTRACTOR or its agents,and the time for
CONTRACTOR performance under this Agreement shall be extended from time to
lime and as often as such evems occur by a period of time equal to the time lost.
14 Arhltration-If dispute arises between the parties concerning their respective rights
under this Agreement(excluding rate adjustments),and where commercially reasonable
and practicable,the parties shall seek to resolve the dispute by using an appropriate
font of alternative dispute resolution prior to initiating litigation proceedings, if the
parties are unable to reach resolution within sixty (60) days following notice of a
written claim,either party may initiate litigation proceedings. Rate adjustments shall
not be the subject of or subject to arbitration.
15 C0tJ1RACT0R _DefaulL Subject to the provisions of Charter Section 13.5, if
CONTRACTOR is in default under this Agreement and the default is not excused orthe fault
of the City, then CONTRACTOR shall have ten (10) business days following written
notification given according to paragraph 19 hereunder,in which to cure the default.If the default
has not been cured at the end of the ten(10)business days,this Agreement shall terminate.
The City may also terminate this Agreement for the violation of any of its provisions,for the
misuse or non-use hereof, for failure to comply with any provision hereof,or any regulation
imposed under authority of the Charter or Code.
16 Mellt&gd Srglirerk(a)CONTRACTOR shall provide sufficient equipment to provide
uninterrupted service to its customers and at its sole cost and expense,shall maintain and keep
that equipment in good repair and operating condition and shall provide all fuel,lubricants,
tires, and other materials and supplies necessary for the operation of that equipment. (b)
CONTRACTOR shall furnish trained and competent personnel at its sole cost and expense
as well as all employee required or necessary to adequately furnish services pursuant to this
Agreement. At all times CONTRACTOR shall be solely responsible for the supervision of its
equipment and personnel_ (c) CONTRACTOR shall perform all services in a courteous,
professional and competent manner_CONTRACTOR shall not litter in the process of collecting
refuse, nor allow any refuse to flow or fall from any equipment used when performing
Contractual Agreement Between
The City of Seward and Alaska Waste-Kenai Pcnmsula.LLC
Page 6 of 9
services.CONTRACTOR shall repair or replace,at its sole cost and expense.any container(s)
damaged as a result of any act, conduct or omission by CONTRACTOR when performing
services pursuant to this Agreement except for reasonable wear and tear.(d)CONTRACTOR
shall provide a toll-free number to the City and its customers located in the City to call
CONTRACTOR'principal place of business. (c) CONTRACTOR shall ensure that all required
customers have signed up for refuse collection services as required by Seward City Code
§14.05.010(a),by coordinating new customer service with the City of Seward or by advertising,or any
other reasonable means, and shall ensure that customers have a convenient means bywhich to
establish new service.
17. CONTRACTOR shal I report to the City violations of local,state,or fedeml
law relating to the collection and disposal of garbage,rubbish and waste material in the City and
its service area.
TS CONTRACTOR shall respond to customer requests for
additional or special pick up(non-scheduled service)within twenty-four(24)hours of such request
unless prevented by weather, blocked access,or other reasons beyond the reasonable control of
CONTRACTOR. Sunday shall not be counted when computing the twenty-four(24)hour response
period. Unless excused by weather, blocked access, or other reasons beyond the reasonable
control ofCONTRACTOR,if CONTRACTOR fails to respond within twenty-four(24)hours The
next pick up will be at no cost.
19. filling and Cnllection4.Invoicing and billing of all customers will be the responsibility of the
Contractor.The customer will be invoiced for collection services,waste disposal,container rental,
taxes and fees, and any additional selected services. All invoices will include service address,
coverage of dates invoiced,and the rate for the customer's level of service. Contractor shall be
responsible for collections of all fees and taxes due the Contractor from customers.Contractor may
elect to forward to the City information for all customers for whom reasonable efforts to collect
have been unsuccessful for a period of at least 120 days, and the City may elect to begin
enforcement proceedings.The City may use all legal rights to seek recovery,including the right to
place a lien upon the real property of those customers to satisfy payment of outstanding bills.The
Contractor is required to enforce collections through reminder letters and assessment of late fees
and interest,prior to the City's assuming the debt for the purposes of enforcement.The City has
no obligation to pursue such enforcement action but may elect to do so in order to ensure
compliance with the provisions of Seward City Code mandating participation in refuse collections.
20. hWkM Any notice or demand which under the terns of this Agreement or any state statute,Charter
provision,or Code provision may or must be given or made by the parties hereto shall be in writing
and given and made by personal delivery or by mailing by certified mail or registered mail,
addressed to the other party as follows:
City of Seward Alaska Waste-Kenai Peninsula,LLC
City Manager Attn:Kurt Froening
PO Box 167 6301 Rosewood St.
Seward,AK 99664 Anchorage,AK 99518
Either party may,however,designate in writing such new or other address to which such notice
or demand shall thereafter be so given,trade or mailed. Any notice given under this Agreement
by trail shall be deemed delivered when deposited in a United States general or branch post
office,enclosed in a registered or certi fied prepaid wrapper addressed as set forth above.
21. Interpretation. This Agreement, together with the Charter and Code, contains the entire
agreement between the Parties. There is no other understanding, oral or written, which in any
manner changes or enlarges what is set forth to this Agreement.
22. AnIgammL CONTRACTOR shall not sell,assign,sublet or allow another to use this Agreement
Contractual Agreement Between
The City of3eward and Alaska Waste- K=t Peninsula.I_f.0
Page 7 of 9
(the franchise contract)without prior approval by resolution of the City Council.This provision i%
subject to Charter Section 13.8.
23 TL a of the essence.Time is of the essence of each and every provision of thisAgmement.
24. Rinding Effect_ This Agreement shall extend to and be binding upon the heirs.
administrators.executors. successors, and assigns of the respective Parties_
25. LL"djp" Headings used in this Agreement are for convenience only and shall not affect the
construction ofthis Agreement_
26. Applicable Law,This Agreement shall be governed by and construed in accordance with the taws
of the State of Alaska, excluding any conflict of law, rule or principle, which might refer such
construction to the laws of another state or jurisdiction.
27. Modification, Except for rate adjustments in Section 11, no modifications, changes, or
amendments may be made to this Agreement by either Party except in a written instrument
executed by each party or as may he required by the applicable provisionsof the City Charter,City
Code,or Alaska Statutes.
28, Waiter. The failure of either Party to insist upon strict performance of ally provision of this
Agreement shall not constitute a waiver of or estoppel against asserting the right to require that
performance in the future.A waiver or estoppel in any one instance shall not constitute a waiver
of or estoppel against asserting the right to require that perfornmance in the future. A waiver or
estoppel in any one instance shall not constitute a waiver or estoppel with respect to a later breach or a
similar nature or otherwise.A course ofperfoml ante established by a party shall also not estop the
other party from complaining of later breach similar in mature
24, Construction,The rule of contract construction that ambiguities, if any, in a writmgbe construed
against the drafter shall not apply to this Agreement.
30.5gy&U&fljJX.In the event that any term,condition,or provision of this Agreement is declared by a court
of competent jurisdiction to be void or unenforceable, the remaining terms,conditions,and provisions
of this Agreement shall remain valid andenforeeable as if such void of unenforceable term,
condition,or provision was omitted from the Agreement when the Agreement was first executed..
IN WITNESS WHEREOF,the Parties have executed this Agreement the day andyear set
opposite their respective signatures.
By: City of Seward Alaska Waste—Kenai Peninsula,LLC
a t e Bower,City Manager Kurt Froening,Division Vice President
Date: 2 �/ ec�-.fir Z3 ZoZ.Z
ATTEST:
r
Brenda Ballou,City CIO � (City
•
Contractual Agreement Mwetm ear
The City of Seward andAlasks Wasle-Kenai Peninsula.I,LC 0 � � a �
Page 8 of 8
9,