TENTATIVE AGENDA BOARD OF ALDERMEN WORK SESSION ST. PETERS JUSTICE CENTER, 1020 GRAND TETON DRIVE ST. PETERS, MO MAY 10, 2018 AT 5:00 P.M.

Transcription

1 TENTATIVE AGENDA BOARD OF ALDERMEN WORK SESSION ST. PETERS JUSTICE CENTER, 1020 GRAND TETON DRIVE ST. PETERS, MO MAY 10, 2018 AT 5:00 P.M. A. Communications from Board Members/Aldermanic Representatives B. BOA Items for Discussion No items scheduled for discussion C. Mayor/City Administrator Item New Business Items: 1. Secretary of State/Records Retention Schedule Smith 2. Miscellaneous Updates Batzel Throughput Agreement for Solid Waste Transfer Update Kuppler 3. Board Meeting Agenda Item Revisions Batzel 4. Executive Session re: Litigation, Real Estate and Personnel, pursuant to Section (1)(2)(3)(9)(12)(13)(14) & (1-6) D. Adjournment AGENDA Posted at City Hall: May 7, 2018 By: P. Smith, City Clerk Next Work Session: May 24, 2018

2

3

4

5

6

7 AGREEMENT This Agreement (the Agreement ) is made and entered into as of the 10 th day of,may, 2018, by and between the City of St. Peters, Missouri, a Missouri municipal corporation (the City ) and Meridian Waste Missouri, LLC, a Missouri limited liability company ( Meridian ). WITNESSETH: WHEREAS, Meridian is the owner and operator of a duly licensed facility authorized to accept municipal solid waste and construction and demolition waste, which facility is known as the Eagle Ridge Landfill located in Pike County, Missouri (the Meridian Landfill ) ( MDNR Sanitary Landfill Permit No ); and WHEREAS, the City owns and operates a transfer facility, which transfer facility shall mean for the purposes of this Agreement the permitted area of its Central Materials Processing Facility located at 131 Ecology Drive, St. Peters, Missouri, subject to Permit No. MO MOR80H175 (the Transfer Station ); and such other areas of the City as may be so permitted from time to time; and WHEREAS, the City and Meridian are desirous of entering into this Agreement to provide Meridian the right to deposit Solid Waste and Recyclable Waste collected outside the City of St. Peters and the City of Cottleville (collectively MSW ), but not Hazardous Waste, Special Waste, Toxic Waste, or Yard Waste, for transfer from the Transfer Station by Meridian for disposal at the Eagle Ridge Landfill, pursuant to the provisions set forth below. NOW THEREFORE, in consideration of the sum of One Dollar ($1.00), the mutual agreements and covenants hereafter expressed, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City, for itself, its successors and assigns and Meridian, for itself, its successors and assigns, intending to be legally bound, hereby agree as follows: 1. Definitions. The following terms, as used herein, shall have the following meanings: 1.01 Hazardous Waste shall mean any waste or combination of wastes which: (a) is defined as such at any time during the term of this Agreement by federal law, or applicable state or local laws, or the rules and regulations promulgated thereunder, including, but not limited to, Title 10 of the Missouri Code of State Regulations as same may be amended from time to time; or (b) because of its quantity, concentration, or physical, chemical or infectious characteristics has been determined by the Hazardous Waste Management Commission of the State of Missouri to be such as may cause or significantly contribute to an increase in mortality or an increase in serious, irreversible, or incapacitating illness; or, pose a substantial

8 present or potential hazard to human health or the environment when improperly treated, stored, transported, or disposed of, or otherwise improperly managed; or (c) is identified or listed as a hazardous waste by the Administrator of the U.S. Environmental Protection Agency (hereinafter called EPA ), pursuant to the Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C et seq.; or (d) is required to be accompanied by a written manifest or shipping document describing the waste as hazardous waste pursuant to any applicable state or federal law, including, but not limited to, the Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C et seq., and the applicable state and federal rules and regulations promulgated thereunder; or (e) contains polychlorinated biphenyls or any other substance, the storage, treatment or disposal of which is subject to regulation under the Federal Toxic Substances Control Act as amended, 15 U.S.C et seq., and applicable state and federal rules and regulations promulgated thereunder; or (f) contains a reportable quantity of one or more hazardous substances, as defined in the federal Comprehensive Response, Compensation and Liability Act as amended, 42 U.S.C et seq., and the applicable state and federal regulations promulgated thereunder, or as defined under any other applicable federal or state law and the rules and regulations promulgated thereunder; or (g) contains a radioactive material the storage or disposal of which is subject to federal law, or applicable state or local laws, or the rules and regulations promulgated thereunder Recyclable Waste shall mean waste such as steel, cardboard, paperboard, office paper, mixed paper, glass containers, aluminum containers and cans, plastic bags and containers, non-hazardous metals and newspapers, which can be `separated from the waste stream and delivered for reuse by recycling to recycling facilities Solid Waste or Solid Wastes shall mean all putrescible and nonputrescible, combustible and non-combustible materials discarded by private residents and commercial occupants of buildings, including, but not limited to, garbage, refuse and other discarded materials including household furniture, and also all street sweepings collected by Meridian and delivered to the Transfer Station, excluding however, Hazardous Waste, Toxic Waste, Special Waste, Recyclable Waste and any other waste that does not constitute solid waste as defined by the Missouri Department of Natural Resources or any successor regulatory agency having jurisdiction of solid waste management in the State of Missouri Special Waste shall mean any waste which is: 2

9 (a) defined as such by federal law, or applicable state and local laws, or rules and regulations promulgated thereunder; or (b) medical waste, including infectious waste as such term is defined by Section (13) R.S.Mo., or pathological waste from laboratories, research facilities, and health and veterinary facilities; or (c) dead animals and/or slaughterhouse waste; or (d) sludge waste, including water supply treatment plant sludges and stabilized and/or unstabilized sludges from municipal or industrial wastewater treatment plants; or (e) any waste material that is determined to be or contain free liquid by the paint filter test (EPA Method 9095); or (f) (g) (h) (i) waste from an industrial process; or waste from a pollution control process; or waste transported in a bulk tanker; or friable and/or nonfriable asbestos waste; or (j) empty containers other than household containers which have been used for pesticides, herbicides, fungicides, or rodenticides; or (k) containerized waste (e.g., a drum, barrel, portable tank, box, pail, etc.) of a type listed in this definition; or (1) residue or debris from the cleanup of a spill or release of chemical substances, commercial products or other listed in this definition; or (m) soil, water, residue, debris or articles which are contaminated from the cleanup of a site or facility formerly used for the generation, storage, treatment, recycling, reclamation, or disposal of wastes listed in this definition, including soil contaminated from underground storage tanks used or formerly used for the storage of petroleum products; or (n) wastes banned by law; lead acid batteries, waste oil, tires and major appliances, including clothes washers and dryers, water heaters, trash compactors, dishwashers, conventional ovens, ranges, stoves, woodstoves, air conditioners, refrigerators and freezers which under applicable federal or state statutes, or regulations promulgated thereunder, may not be disposed of at a sanitary landfill; or special handling. (o) waste that has physical or chemical characteristics which require 3

10 1.05 Toxic Waste refers to any waste which is defined or determined to constitute toxic waste under the provisions of any federal law, or applicable state or local law, or rules and regulations promulgated thereunder Yard Waste shall mean leaves, grass clippings, yard and garden vegetation and Christmas trees. The term does not include stumps, roots or shrubs with intact root balls, or tree wood greater than 6 in diameter. 2. During the term of this Agreement, Meridian shall have the right to transfer and deposit MSW at the Transfer Station, which MSW shall conform to all applicable permit requirements under the Transfer Station Operating Permit held by the City. Meridian and the City shall calculate the tonnage of MSW delivered by Meridian to the Transfer Station on a daily basis. At least once a week the City shall advise Meridian of the amount of tonnage of MSW accepted at the Transfer Station which MSW was delivered to the Transfer Station by Meridian. The City and Meridian agree that Meridian shall have the right to haul or cause to be hauled MSW from the Transfer Station to the Eagle Ridge Landfill. Meridian agrees that it shall pay to the City a loading fee of $ for each ton of MSW deposited at the Transfer Station ( Loading Fee ) which is hauled to and disposed of by or for Meridian at the Eagle Ridge Landfill, in lieu of any tipping fees otherwise charged by the City. Meridian shall be obligated to make the payment to the City within thirty days after Meridian s receipt of an invoice from the City. The City shall invoice Meridian within ten (10) days after the end of each calendar month during the term of this Agreement. Failure to make any payment when due shall constitute a default of this Agreement, and the City shall have all rights and remedies available to it, both at law and in equity, including the right to terminate immediately this Agreement Meridian shall be responsible for monitoring all MSW delivered to the Transfer Station and loaded onto Transfer Vehicles to ensure that no Hazardous Waste, Special Waste, Toxic WastesWaste, Yard Waste, or other prohibited wastes are processed. Upon notice to Meridian that Hazardous Waste, Special Waste or, Toxic Waste or Yard Waste has been delivered to the Transfer Station in a Meridian vehicle or third party vehicle operated on behalf of Meridian, given as hereinafter provided, Meridian will remove or cause the removal of such Hazardous Waste, Special Waste or, Toxic Waste or Yard Waste prior to transport and disposal of any Solid Waste by Meridian. Notice under the foregoing sentence shall be given by City as soon as it believes that Hazardous Waste, Special Waste or, Toxic Waste or Yard Waste has been delivered and in no event more than twenty-four (24) hours after the asserted non-conforming delivery. If the driver of a Meridian Vehicle in which the Hazardous Waste, Special Waste or, Toxic Waste or Yard Waste is asserted to have been delivered is still at the Transfer Station, the driver and one of the City s on-site employees shall both be notified verbally as soon as possible and the on-site employee shall be notified in writing. The City and Meridian shall have the right to inspect and to take photographs in connection with such asserted non-conforming delivery. 3. The City shall be entitled to an increase in its Loading Fee, on each anniversary date of this Agreement August 1 during the term hereof, beginning August 1, 2019, to reflect the increase in CPI-All Urban Consumer Rate for the preceding 12-month period.; provided however, for the initial period of this Agreement from the date hereof, to August 1, 2019, the increase shall reflect the increase in CPI-All Urban Consumer Rate for the preceding 15-month period. The 4

11 annual Loading Fee for each additional year after the first year15-month period of the term shall be an amount equal to the annual Loading Fee for the previous year times a fraction the numerator of which is the CPI (hereinafter defined) most recently published prior to the commencement date of the applicable year and the denominator of which is the CPI published twelve (12) months prior to the date used for the numerator. As used herein, CPI shall mean the Consumer Price Index - All Urban Consumers (CPI-U), U.S. City Average, All Items ( =100) as published by the Bureau of Labor Statistics of the United States Department of Labor, or such successor index thereto as may be published by the U.S. government (or if not published the most comparable index thereto). If otherwise adjusted, such change or adjustment shall be appropriately accounted for in any comparison of applicable index figures. In no event will there be a reduction in the annual Loading Fee because of any decrease in the cost of living index from one year to the next. Such CPI increases will begin on MayAugust 1, 2019, and each MayAugust 1 thereafter. 4. Meridian shall be solely responsible for all costs in connection with the transporting and disposal of the MSW emanating from the Transfer Station to Eagle Ridge Landfill. 5. Subject to the carryover rights set forth below, the parties acknowledge that the City shall not be obligated to allow Meridian to haul and dispose of MSW to the Eagle Ridge Landfill to the extent the amount of MSW hauled and deposited for disposal at the Eagle Ridge Landfill exceeds the amount of tonnage of MSW Meridian deposits at the Transfer Station during each monthly period but in no event more than 750 tons in any calendar month.. For purposes of illustration, if during the month of May, 2018, Meridian delivers 700 tons of MSW to the Transfer Station, then Meridian shall have the right, but not the obligation, to haul and dispose of up to 700 tons of MSW emanating from the Transfer Station to the Eagle Ridge Landfill during the month of May. To the extent that Meridian does haul and deposit an amount of tonnage of wastemsw which is less than the total amount of tonnage delivered during any said month, then in such event, Meridian shall enjoy the right to remove from the Transfer Station during the following month the amount of MSW it actually delivers to the Transfer Station plus up to an additional 50 tons of MSW. To the extent in any month Meridian delivers but removes an amount of tonnage which is less than 50 tons of the total amount of MSW it deposits at the Transfer Station, then in such event, Meridian shall only have the right to carryover up to 50 tons of MSW to the following month. For purposes of illustration, if during the month of May, 2018, Meridian delivers 700 tons of MSW to the Transfer Station, but only hauls and disposes of 600 tons of MSW at the Eagle Ridge Landfill, then Meridian shall have the right to carryover no more than 50 tons of MSW the following month, in addition to the amount of tonnage of MSW Meridian deposits at the Transfer Station during that month Solely with respect to the MSW deposited by Meridian, Meridian shall make all reasonable efforts, including trailer location monitoring, to insure that the MSW is transferred from the Transfer Station to the Eagle Ridge Landfill on a first in/first out basis, but not less frequently than forty-eight hours after Meridian is notified by City that the transfer containers are full; otherwise, City may transfer and dispose of such MSW as it deems necessary, the documented out-of-pocket costs for transportation and disposal of which Meridian shall be obligated to reimburse to the City within thirty (30) days of the date of invoicing for same. Meridian shall supply City at the Transfer Station, a sufficient number of minimum 125 yard Transfer Trailers, which number shall not be less than five (5), and not less than three (3) Transfer 5

12 Tractors as are necessary are available to store and transport all MSW received at the Transfer Station to the Eagle Ridge Landfill, so that no putrescible MSW is kept on the floor after the end of the working day and no non-putrescible waste is kept on the floor for more than 24 hours. Further, no containerized MSW shall be stored at the Transfer Facilities for more than 48 hours. 6. Meridian shall indemnify and save harmless the City from all suits or actions brought against the City for or on account of, any injuries or damages received, sustained, or occasioned by or on account of negligent acts or omissions of Meridian, its servants, or agents incurred in performance of this Agreement, including, but not limited to, the deposit of Hazardous Waste, Special Waste or, Toxic Waste or Yard Waste by or on behalf of Meridian at the Transfer Station. Meridian agrees to indemnify, defend and hold harmless the City from all liability (including attorneys fees) for removal or remedial actions under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended or comparable state law incurred as the result of Meridian s deposit of Hazardous Waste, Special Waste or, Toxic Waste or Yard Waste at the Transfer Station. 7. Meridian shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the activities of Meridian hereunder, its agents, representatives, employees or subcontractors Minimum Limits of Insurance. Meridian shall maintain insurance coverage limits no less than: 7.01 Meridian shall procure and maintain for the duration of the Agreement contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its transfer and deposit of MSW at the Transfer Station by Meridian, his agents, representatives, employees or subcontractors, including those insurance coverages set forth below. All such insurance policies shall name the City as an ADDITIONAL INSURED with the exception of the Worker s Compensation Policy with a subrogation waiver. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice, by certified mail, return receipt requested, or by such other method approved by the City, has been given to the City. The cost of such insurance shall be at the expense of Meridian. Meridian shall maintain insurance coverage limits no less than: 1. Worker sworkers Compensation for statutory limits in accordance with applicable law and Employersand Employer s Liability limits of $1minimum $500,000, per accident limit. 2. Comprehensive General Liability or Broad Form Comprehensive General Liability to cover claims which may arise from its activitiesoperations under this Agreement. The policy willshall include, but not be limited to, protection tofor the following hazards: a. Premises and Operations Bodily Injury and& Property Damage Liability 6

13 b. Independent Contractors Coverage c. Products & Completed Operations Liability coverage to apply one year beyond completion and performance of the services performed underwork specified by this Agreement. d. Personal Injury Liability and Advertising Injury Liability e. Broad Form Property Damage f. Contractual Liability g. Explosion, collapse, and underground damage, if applicable. The above policy shall be written with limits of at least $1,000, each occurrence and $2,000,000 aggregate. 3. Business Motor VehicleAutomobile Policy (Comprehensive Motor VehicleAutomobile Liability Insurance) provides coverage for all owned, non-owned, and hired vehicles. Minimum limits should be at least $1,000, Each Occurrence Bodily Injury Liability and Property Damage Liability. 4. Umbrella/Excess Liability Limit of $1,000,000 which will be excess of the primary limits for General Liability, Auto Liability and Employer Liability Deductions and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to the City and shall be approved by the City if at any time during the term of this Agreement either the deductible or the self-insured retention amount under any of the required insurance coverages exceeds $100,000. In such event, Contract shall have. At the option toof the City, either: cause; the insurer toshall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials and employees; or (ii)meridian shall procure a bond guaranteeing payment of losses and related investigations, claims,claim administrative and defense expensesexpense Other Insurance Provisions. TheMeridian shall also obtain and pay for insurance policies are tothat contain, or beare endorsed to contain, the following provisions: 1. General Liability and Motor Vehicle Liability Coverages. a. a. The City, its officers, officialsmeridian s Contingent or Protective Liability and employees areproperty Damage to be COVERED AS ADDITIONAL INSUREDS as respects: liabilityprotect the Meridian from any and all claims arising out of activities performed from the operations of subcontractor employed by or on behalfmeridian. b. Protective Liability Policy in the name of the Meridian; products and completedcity for operations of Meridian; premises owned, 7

14 occupied or used by Meridian; or motor vehicles owned, leased, hired or borrowed by Meridian. The or any subcontractor in connection with the work performed under this Agreement. c. The coverage shall be for a minimum of $2,000, and shall contain no special limitations on the scope of protection afforded to the City, its officers, officials or, employees or volunteers. bd. Meridian s insurance coverage SHALL BE PRIMARY INSURANCE as respects the City, its officers, officials and, employees. and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials and, employees or volunteers shall be excess of Meridian s insurance and shall not contribute with it. ce. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials or, employees or volunteers. d. Meridian sf. Meridian's insurance shall not apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer sinsurer's liability. 2. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, have been given to the City Acceptability of Insurers. Insurance is to be placed with insurers with a A.M. Best s financial strength rating of no less than A:VI Verification of Coverage. Meridian shall furnish the City with certificates of insurance. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf, and are to be received and approved by the City before the Term commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time Subcontractors. Meridian shall include all subcontractors as insured under its policies or shall furnish separate certificates for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 8

15 8. The parties acknowledge that the term of this Agreement shall run for a period of twelve (12) months from the date of this Agreement. The Agreement shall automatically renew for successive one (1) year terms provided neither party has given the other written notice to terminate at least ninety (90) days prior the expiration of the then current term. 9. Notwithstanding any other provisions set forth herein, either party by giving the other party ninety (90) days prior written notice, shall have the right to terminate this Agreement, in which event this Agreement shall terminate ninety (90) days after the date of the notice of termination is deemed delivered. 10. All notices, requests, demands or other communications with respect to this Agreement, whether or not herein expressly provided for herein, shall be in writing and shall be deemed to have been delivered upon receipt or upon refusal to accept delivery after being either mailed by United States registered mail, postage prepaid, return receipt requested, or deposited with an overnight courier service for next-day delivery to the parties at the following addresses (the addresses may be changed by either party by giving the same written notice): If to City: Manager of Health and Environmental Services City of St. Peters P. O. Box 9 St. Peters, Missouri with a copy to: City Administrator City of St. Peters P. O. Box 9 St. Peters, Missouri If to Meridian: Meridian Waste Missouri, LLC 1010 Village Park Lane, Suite 103 Greensboro, Georgia with a copy to: Spencer Fane LLP Attn: Robert H. Epstein 1 North Brentwood Boulevard - Suite 1000 St. Louis, Missouri Entire Agreement. This Agreement (a) comprises the entire understanding between the parties, (b) shall be governed and enforced pursuant to the laws of the State of Missouri, and (c) may not be amended except by agreement in writing. 9

16 12. Headings. The headings contained herein are for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement. 13. Severability. If any provision of this Agreement or any portion of such provision or the application thereof to any person or circumstance shall be held to be invalid or unenforceable or shall become a violation of a local, state or federal law, then the same as so applied shall no longer be a part of this Agreement, but the remainder of the Agreement and the application of the affected provisions to other persons and circumstances shall not be affected thereby, and this Agreement as so modified shall continue in full force and effect unless the elimination of such provision materially and adversely affects the consideration either party is to receive under this Agreement and/or the ability of either party to perform its obligations hereunder. 14. Attorney s Fees. If any action at law or in equity shall be brought to recover any sums due under this Agreement, or for or on account of any breach of, or to enforce or interpret any of the covenants, terms, or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party as part of the prevailing party s costs reasonable attorney fees, the amount of which shall be fixed by the court and shall be made a part of any judgment or decree rendered. 15. Authorization and Capacity. City and Meridian each represent to the other that it has the full right, power and authority to enter into this Agreement and to fully perform its obligations. Each person executing this Agreement warrants and represents that he has the authority to execute this Agreement in the capacity stated and to bind the City and Meridian, respectively, except as otherwise specifically set forth herein. Each person will furnish to the other upon execution copies of such corporate resolutions, certificates and agreements as either shall require in order to confirm such authority and capacity of City and Meridian and of the persons who are to execute documents in connection with the execution of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. SEAL CITY OF ST. PETERS, MISSOURI By: Russell W. Batzel City Administrator STATE OF MISSOURI ) ) ss. COUNTY OF ST. CHARLES ) 10

17 On this day of, 2018, before me appeared RUSSELL W. BATZEL, to me personally known, who, being by me duly worn, did say that he is the City Administrator of the CITY OF ST. PETERS, MISSOURI, and that the seal affixed to the foregoing instrument is the seal of said City, and that said instrument was signed and sealed in behalf of said City, by authority of its Board of Alderman; and said Russ Batzel acknowledged said instrument to be the free act and deed of said City. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State the day and year first above written. My Commission Expires: Notary Public 11

18 MERIDIAN WASTE MISSOURI, LLC By:, Manager STATE OF ) ) SS. COUNTY OF ) On this day of, 2018, before me personally appeared, to me personally known, who, being by me duly sworn, did say that he is a Manager of MERIDIAN WASTE MISSOURI, LLC, a Missouri limited liability company, and that said instrument was signed on behalf of said limited liability company by authority of its Members; and said acknowledged said instrument to be the free act and deed of said limited liability company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. My Commission Expires: Notary Public 12