recycling_sample__contract.docx

State of Minnesota Contract

SWIFT Contract Number:

This Contract is between the State of Minnesota, acting through its Department of Transportation District 6 (“State”) and [Contractor] whose designated business address is [Contractor’s business address] (“Contractor”). State and Contractor may be referred to jointly as “Parties.”

Recitals

1. State issued a solicitation identified as [Solicitation identification] [SWIFT Event No.] on [Solicitation date] for Recycling service at 28 district 6 locations including truck stations and rest areas. (“Solicitation”);

2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and

3. Subsequent to an evaluation in accordance with the terms of the Solicitation, the Parties desire to enter into a contract.

Accordingly, the Parties agree as follows:

Contract Term of Contract Effective date. December 31, 2024, or the date the State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later. The Contractor must not begin work under this Contract until this Contract is fully executed and the Contractor has been notified by the State’s Authorized Representative to begin the work.

Expiration date. June 30, 2024 with option to extend for up to two years, or until all obligations have been satisfactorily fulfilled, whichever occurs first. The contract may be extended for up to an additional [## months/years], in increments as determined by the State, by mutual agreement, through a duly executed amendment.

Contractor’s Duties The Contractor shall perform all duties described in this Contract to the satisfaction of the State.

Representations and Warranties Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the State is empowered to engage such assistance as deemed necessary.

Contractor warrants that it is duly qualified and shall perform its obligations under this Contract in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Contract, to the satisfaction of the State.

Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind Contractor to its terms.

Time The Contractor must comply with all the time requirements described in this Contract. In the performance of this Contract, time is of the essence.

Compensation and Conditions of Payment Compensation. The State will pay for performance by the Contractor under this Contract in accordance with the breakdown of costs as set forth in Exhibit D which is attached and incorporated into this Contract.

Conditions of Payment. All duties performed by the Contractor under this Contract must be performed to the State’s satisfaction and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations including business registration requirements of the Office of the Secretary of State. The Contractor will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law.

Authorized Representative State’s Authorized Representative. The State's Authorized Representative is Pete Czaplewski TMS 2900 48th ST NW Rochester MN 55901 507-286-7573, or his/her successor or delegate, and has the responsibility to monitor the Contractor’s performance and the authority to accept the services delivered or goods received under this Contract. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment.

Contractor’s Authorized Representative. The Contractor's Authorized Representative is [name, title] at the following business address and telephone number: [insert business address and telephone number], or his/her successor. If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the State.

Exhibits The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: Contract Terms Exhibit B: Insurance Requirements Exhibit C: Specifications, Duties, and Scope of Work Exhibit D: Price

Rev. 12/19 Page 1 of 57 Rev. 07.01.2024

Exhibit A: Contract Terms

1. Prompt Payment and Invoicing.

Prompt Payment. The State will pay the Contractor pursuant to Minn. Stat. § 16A.124, which requires payment within 30 days following receipt of an undisputed invoice, or merchandise or service, whichever is later. Terms requesting payment in less than 30 days will be changed to read “Net 30 days.” Notwithstanding the foregoing, the State may pay the Contractor in advance for purchases as allowed pursuant to Minn. Stat. §16A.065.

The payment for each order will only be made for goods received or services actually performed that have been accepted by the ordering entity, and meet all terms, conditions, and specifications of the Contract and the ordering document.

Invoicing. At a minimum the invoice must meet the requirements found on Exhibit D which provides a list of minimum invoice requirements.

Assignment, Amendments, Waiver, and Contract Complete.

Assignment. The Contractor may neither assign nor transfer any rights or obligations under this Contract without the prior consent of the State and a fully executed assignment agreement, executed and approved by the authorized parties or their successors.

Amendments. Any amendment to this Contract must be in writing and will not be effective until it has been executed and approved by the authorized parties or their successors.

Waiver. If the State fails to enforce any provision of this Contract, that failure does not waive the provision or its right to enforce it.

Contract Complete. This Contract contains all negotiations and agreements between the State and the Contractor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

Termination.

Termination for Convenience. The State or Commissioner of Administration, or Contractor, may cancel this Contract at any time, with or without cause, upon ninety (90) days written notice to the other party. Upon termination for convenience, the Contractor will be entitled to payment, determined on a pro rata basis, for services or goods satisfactorily performed or delivered.

Termination for Breach. If the Contractor fails to perform according to the contract terms and conditions, the State is authorized to immediately cancel the Contract or purchase order, or any portion of it, if the Contractor does not cure breach within fourteen (14) calendar days of its receipt of written notice from the State. Thereafter if the default is not cured, the State may obtain replacement services and charge the difference of costs to the defaulting Contractor. In the event of default, the State reserves the right to pursue any other remedy available by law. A Contractor may be removed from the vendors list, suspended or debarred from receiving a Contract for failure to comply with material terms and conditions of the Contract, or for failure to pay the State for the cost of the replacement services.

Termination for Insufficient Funding. The State may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services addressed within this Contract. Termination must be by written notice to the Contractor. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that dedicated funds are available. The State will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Contractor notice of the lack of funding. This notice will be provided within a reasonable time of the State’s receiving notice.

Force Majeure.

Neither party shall be responsible to the other or considered in default of its obligations within this Contract to the extent that performance of any such obligations is prevented or delayed by acts of God, war, riot, disruption of government, or other catastrophes beyond the reasonable control of the party unless the act or occurrence could have been reasonably foreseen and reasonable action could have been taken to prevent the delay or failure to perform. A party relying on this provision to excuse performance must provide the other party prompt written notice of the inability to perform and take all necessary steps to bring about performance as soon as practicable.

Indemnification.

In the performance of this Contract, the Indemnifying Party must indemnify, save, and hold harmless the State, its agents, and employees, from any claims or causes of action, including attorney’s fees incurred by the State, to the extent caused by Indemnifying Party’s:

· Intentional, willful, or negligent acts or omissions; or

· Breach of contract or warranty.

The Indemnifying Party is defined to include the Contractor, Contractor’s reseller, any third party that has a business relationship with the Contractor, or Contractor’s agents or employees, and to the fullest extent permitted by law. The indemnification obligations of this section do not apply unless the claim or cause of action is the result of Contractor’s negligence. In the event the claim or cause of action is caused in part by the State’s negligence, Contractor’s indemnification obligations under this section apply only to the extent the claim or cause of action is caused by Contractor’s own negligent actions. This clause will not be construed to bar any legal remedies the Indemnifying Party may have for the State’s failure to fulfill its obligation under this Contract.

Nothing within this Contract, whether express or implied, shall be deemed to create an obligation on the part of the State to indemnify, defend, hold harmless or release the Indemnifying Party. This shall extend to all agreements related to the subject matter of this Contract, and to all terms subsequently added, without regard to order of precedence.

Governing Law, Jurisdiction, and Venue.

Minnesota law, without regard to its choice-of-law provisions, governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota.

Contract Use by State Agencies.

To the extent applicable, the Contract does not prohibit state agencies from using their delegated purchasing authority to procure similar goods and services from other sources.

Warranty.

The Contractor warrants to the ordering entity that materials and equipment furnished under the Contract will be free from defects not inherent in the quality required or permitted, and that the work will conform to the requirements of the contract. Work not conforming to these requirements, including substitutions not properly approved and authorized in writing may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If requested, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment used.

All installation materials and labor shall be guaranteed for a period of one (1) year following the date of final acceptance. During the first year following acceptance, the Contractor shall, upon notification by the ordering entity of any malfunctions, make necessary repairs, including labor, travel, and materials, at the Contractor’s expense.

Delivery.

Contractor is obligated to deliver within the quoted lead times. If delivery is not made within that time frame, the State reserves the right to deem the Contractor in default.

Risk of Loss.

The State is relieved of all risks of loss or damage to the goods and equipment during periods of transportation, installation by the Contractor, or while in the possession of the Contractor or its agent.

Purchase Orders.

The parties agree that there is no minimum order requirements or charges to process an individual purchase order unless otherwise stated in the Contract. The Purchase Order number must appear on all documents (e.g., invoices, packing slips, etc.). The purpose of a purchase order is to identify the product purchased and allow for the payment of services provided per the contract. Purchase orders, or similar documents, cannot in any manner augment, amend or modify the terms of this Agreement.

All equipment provided must meet the contract specifications and all federal and State safety codes and regulations.

Subcontracting and Subcontractor Payment.

Subcontracting.

This Contract may not be subcontracted in whole or in part.

Data Disclosure.

Under Minn. Stat. § 270C.65, subd. 3 and other applicable law, the Contractor consents to disclosure of its social security number, federal employer tax identification number, and Minnesota tax identification number, already provided to the State, to federal and state agencies, and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Contractor to file state tax returns, pay delinquent state tax liabilities, if any, or pay other state liabilities.

Government Data Practices.

The Contractor must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as applicable, (or, if the State contracting party is part of the Judicial Branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in performing the any of the State’s functions under this Contract in accordance with Minn. Stat Section 13.03 Subd. (11).

If the Contractor receives a request to release the data referred to in this clause, the Contractor must immediately notify and consult with the State’s Authorized Representative as to how the Contractor should respond to the request. The Contractor’s response to the request shall comply with applicable law.

Copyright.

The Contractor shall save and hold harmless the State of Minnesota, its officers, agents, servants and employees, from liability of any kind or nature, arising from the use of any copyrighted or noncopyrighted compositions, secret process, patented or nonpatented invention, article or appliance furnished or used in the performance of the Contract.

Assignment of Antitrust Rights.

Upon the request of the State of Minnesota, Contractor will irrevocably assign to State any state or federal antitrust claim or cause of action that the Contractor now has or which may accrue to the Contractor in the future, in connection with any goods, services, or combination provided by Contractor under the terms of this Contract.

Contractor’s Documents.

Any licensing and maintenance agreement, or any order-specific agreement or document, including any pre-installation, linked or “click through” agreement that is allowed by, referenced within or incorporated within the Contract whenever the Contract is used for a State procurement, whether directly by the Contractor or through a Contractor’s agent, subcontractor or reseller, is agreed to only to the extent the terms within any such agreement or document do not conflict with the Contract or applicable Minnesota or Federal law, and only to the extent that the terms do not modify, diminish or derogate the terms of the Contract or create an additional financial obligation to the State. Any such agreement or document must not be construed to deprive the State of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applicable to this Contract or afforded to the State by Minnesota law. A State employee’s decision to choose “accept” or an equivalent option associated with a “click-through” agreement does not constitute the State’s concurrence or acceptance of terms, if such terms are in conflict with this section.

State Audits.

Under Minn. Stat. § 16C.05, subd. 5, the Contractor’s books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by the State, the State Auditor, or Legislative Auditor, as appropriate, for a minimum of six years from the expiration or termination of this Contract.

Publicity and Endorsement.

Publicity. Any publicity regarding the subject matter of this Contract must identify the State as the sponsoring agency and must not be released without prior written approval from the State’s Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, information posted on corporate or other websites, research, reports, signs, and similar public notices prepared by or for the Contractor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

Endorsement. The Contractor must not claim that the State endorses its products or services.

Debarment by State, its Departments, Commissions, Agencies, or Political Subdivisions.

Contractor certifies that neither it nor its principals is presently debarred or suspended by the Federal government, the State, or any of the State’s departments, commissions, agencies, or political subdivisions. Contractor’s certification is a material representation upon which the Contract award was based. Contractor shall provide immediate written notice to the State’s Authorized Representative if at any time it learns that this certification was erroneous when submitted or becomes erroneous by reason of changed circumstances.

Contingency Fees Prohibited.

Pursuant to Minn. Stat. § 10A.06, no person may act as or employ a lobbyist for compensation that is dependent upon the result or outcome of any legislation or administrative action.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the vendor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

Non-discrimination (in accordance with Minn. Stat. § 181.59).

The Contractor will comply with the provisions of Minn. Stat. § 181.59.

E-Verify Certification (in accordance with Minn. Stat. § 16C.075).

For services valued in excess of $50,000, Contractor certifies that as of the date of services performed on behalf of the State, Contractor and all its subcontractors will have implemented or be in the process of implementing the federal E-Verify Program for all newly hired employees in the United States who will perform work on behalf of the State. Contractor is responsible for collecting all subcontractor certifications and may do so utilizing the E-Verify Subcontractor Certification Form. All subcontractor certifications must be kept on file with Contractor and made available to the State upon request.

Hazardous Substances.

To the extent that the goods to be supplied to the State by the Contractor contain or may create hazardous substances, harmful physical agents, or infectious agents, as set forth in applicable State and federal laws and regulations, the Contractor must provide the State with Material Safety Data Sheets regarding those substances. A copy must be provided upon request. Goods and containers supplied to the State must be labeled in compliance with state and federal laws, rules, and regulations.

These terms apply to goods supplied under this contract:

Products Containing Triclosan Banned. The Contractor must comply with Minn. Stat. § 145.945.

Products Containing Certain Types of Polybrominated Diphenyl Ether Banned. The Contractor must comply with Minn. Stat. § 325E.385-325E.388).

Coal Tar Sealant Use and Sale Prohibited. The Contractor must comply with Minn. Stat. § 116.202.

Products Containing Mercury. The Contractor must comply with Minn. Stat. 116.92.

Survival of Terms.

The following clauses survive the expiration or cancellation of this Contract: Indemnification; State Audits; Government Data Practices; Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that expressly states or by its nature shall survive, shall survive.

Exhibit B: Insurance Requirements

1. Notice to Contractor.

The Contractor is required to submit Certificates of Insurance acceptable to the State as evidence of insurance coverage requirements prior to commencing work under this Contract.

The Contractor shall not commence work under the contract until they have obtained all the insurance described below and the State has approved such insurance. Contractor shall maintain such insurance in force and effect throughout the term of this Contract, unless otherwise specified in this Contract The failure of the Contractor to provide a Certificate of Insurance, for the policies required under this Contract or renewals thereof, or failure of the insurance company to notify the State of the cancellation of policies required under this Contract shall not constitute a waiver by the State to the Contractor to provide such insurance.

The State reserves the right to immediately terminate this Contract if the Contractor is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against the Contractor. All insurance policies must be open to inspection by the State, and copies of policies must be submitted to the State’s Authorized Representative upon written request.

If the Contractor uses another entity, including but not limited to a dealer, reseller, or distributor (collectively referred to as “Contractor’s reseller”) to provide goods or services under this contract, the following terms apply:

Because the Contractor’s reseller(s) are independently owned and operated, and maintain their own insurance, the Contractor’s reseller's insurance coverage must be evidenced by its own Certificate of Insurance. The Contractor’s reseller’s Certificate of Insurance must meet all the insurance requirements and limits set forth in the Contract.

The Contractor shall collect, review, approve, and maintain the applicable Certificates of Insurance, including but not limited to General Liability, Auto Liability, Umbrella, Workers’ Compensation, and Garagekeepers or Property of Others, for all Contractor’s resellers that will be providing goods or services under this contract. The Contractor acknowledges compliance with this provision. The Contractor must provide copies of the dealers’ insurance documentation to the State upon request.

If a claim is made against a Contractor’s reseller, and the Contractor’s reseller’s insurance coverage did or does not cover the claim, the Contractor is responsible for the claim because the contract is with the Contractor. The Contractor must pay any uninsured claims out-of-pocket. The State may enforce the indemnity clause in the contract.

Notice to Insurer.

The Contractor’s insurance company(ies) waives its right to assert the immunity of the State as a defense to any claims made under said insurance.

Insurance certificate holder should be addressed as follows:

State of Minnesota

Additional Insurance Conditions. The following apply to the Contractor, or the Contractor’s subcontractor:

Contractor’s policy(ies) shall be primary insurance to any other valid and collectible insurance available to the State with respect to any claim arising out of Contractor’s performance under this Contract.

If Contractor receives a cancellation notice from an insurance carrier affording coverage herein, Contractor agrees to notify the State within five (5) business days with a copy of the cancellation notice, unless Contractor’s policy(ies) contain a provision that coverage afforded under the policy(ies) will not be cancelled without at least thirty (30) days advance written notice to the State;

Contractor is responsible for payment of Contract related insurance premiums and deductibles;

If Contractor is self-insured, a Certificate of Self-Insurance must be attached;

Contractor’s policy(ies) shall include legal defense fees in addition to its policy limits with the exception of professional liability.

Contractor’s insurance companies must either (1) have an AM Best rating of A- (minus) and a Financial Size Category of VII or better, and be authorized to do business in the State of Minnesota or (2) be domiciled in the State of Minnesota and have a Certificate of Authority/Compliance from the Minnesota Department of Commerce if they are not rated by AM Best.

An Umbrella or Excess Liability insurance policy may be used to supplement the Contractor’s policy limits to satisfy the full policy limits required by the Contract.

Coverages. Contractor is required to maintain and furnish satisfactory evidence of the following insurance policies:

Commercial General Liability Insurance. Contractor is required to maintain insurance protecting it from claims for damages for bodily injury, including sickness or disease, death, and for care and loss of services as well as from claims for property damage, including loss of use which may arise from operations under the Contract whether the operations are by the Contractor or by a subcontractor or by anyone directly or indirectly employed by the Contractor under the contract. Insurance minimum limits are as follows:

$2,000,000 – per occurrence $2,000,000 – annual aggregate $2,000,000 – annual aggregate – applying to Products/Completed Operations The following coverages shall be included:

· Premises and Operations Bodily Injury and Property Damage

· Personal and Advertising Injury

· Blanket Contractual Liability

· Products and Completed Operations Liability

· Other; if applicable, please list__________________________________

· State of Minnesota named as an Additional Insured, to the extent permitted by law Commercial Automobile Liability Insurance. Contractor is required to maintain insurance protecting it from claims for damages for bodily injury as well as from claims for property damage resulting from the ownership, operation, maintenance or use of all owned, hired, and non-owned autos which may arise from operations under this contract, and in case any work is subcontracted the contractor will require the subcontractor to maintain Commercial Automobile Liability insurance. Insurance minimum limits are as follows:

$2,000,000 – per occurrence Combined Single limit for Bodily Injury and Property Damage In addition, the following coverages should be included: Owned, Hired, and Non-owned Automobile.

Evidence of Subcontractor insurance shall be filed with the Contractor.

General Liability or Garage Liability Insurance. The Contractor, or their Subcontractor, shall maintain insurance protecting it from claims for damages for bodily injury, including sickness or disease, death, and for care and loss of services as well as from claims for property damage, including loss of use which may arise from operations under the Contract.

General Liability insurance is required for Contractors, or their Subcontractor, performing warranty or service work on mobile equipment.

Garage Liability insurance is required for Contractors, or their Subcontractor, performing warranty or service work on autos or equipment attached to autos, including vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the State. Insurance minimum limits are as follows:

$2,000,000 - Per Occurrence $2,000,000 - Annual Aggregate $2,000,000 - Annual Aggregate applying to Products/Completed Operations The following coverages shall be included:

· Premises and Operations Bodily Injury and Property Damage

· Personal & Advertising Injury

· Blanket Contractual

· Products and Completed Operations

· State of Minnesota Named as an Additional Insured Workers’ Compensation Insurance. Statutory Compensation Coverage. Except as provided below, Contractor must provide Workers’ Compensation insurance for all its employees and, in case any work is subcontracted, Contractor will require the subcontractor to provide Workers’ Compensation insurance in accordance with the statutory requirements of the State, including Coverage B, Employer’s Liability. Insurance minimum limits are as follows:

$100,000 – Bodily Injury by Disease per employee $500,000 – Bodily Injury by Disease aggregate $100,000 – Bodily Injury by Accident If Minn. Stat. § 176.041 exempts Contractor from Workers’ Compensation insurance or if the Contractor has no employees in the State, Contractor must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes Contractor from the Minnesota Workers’ Compensation requirements.

If during the course of the contract the Contractor becomes eligible for Workers’ Compensation, the Contractor must comply with the Workers’ Compensation Insurance requirements herein and provide the State with a certificate of insurance.

Exhibit C: Specifications, Duties, and Scope of Work

1. Right to Add.

The State reserves the right to increase or decrease the number and size of containers and frequency of pickup. Changes to the Contract must be agreed upon by both parties and set forth in a duly executed amendment to the Contract. The State may also revert to an “on-call” collection frequency if it is determined to be in the best interest of the State.

2. Reporting Requirements.

State agencies are required by state statute to work towards a goal of recycling 60% of all solid waste generated outside the Seven (7) County Metro. State agencies located within the Seven (7) County Metro are required to work towards a goal of recycling 75% of solid waste generated. In order to track progress toward meeting this goal, the Contractor must provide the following reports:

A. To the State agency:

a. Contractors must report actual weights if they have the capability to do so.

2. Whenever MMSW processing is required by local and state requirements, including ordinances, designation, and Restriction on Disposal (Minn. Stat. Section 473.848), the Contractor must process all non-recycled waste at a Waste-to-Energy Processing plant. Upon request of the State, the Contractor must provide documentation and evidence that the MMSW was delivered to an MMSW resource recovery facility when doing so is required by local and state requirements, including ordinances, designation, and Restriction on Disposal (Minn. Stat. Section 473.848). This documentation and evidence must include the name of the resource recovery facility, the dates of delivery. Documentation may include copies of scale tickets, daily route sheets, manifests or other documentation for the purpose of verifying disposal sites.

3. Container Utilization.

Throughout the term of the Contract, when containers are serviced and less than ½ full and/or if the container is overflowed on a consistent basis, the Contractor must report this to the State agency and make a plan for right-sizing the container or adjusting the collection schedule. If during the Contract the State agency decides to reduce the container size or frequency of pick-ups, an amendment will be required to document the changes. If the State agency requires more frequent pick-ups or additional containers the Contractor may, through a duly executed amendment, increase the State agency’s invoice according to Contract prices.

4. Mixed Municipal Solid Waste (MMSW) Disposal.

The Contractor must dispose of MMSW in accordance with the Waste Management Act and local and state requirements, including ordinances, designation, and Restriction on Disposal. See Minn. Stat. § 115A.46, Minn. Stat. § 115A.471, Minn. Stat. § 473.803, Minn. Stat. § 473.848, and Minn. Stat. § 473.149.

5. MMSW Processing (Waste-to Energy).

Processing of MMSW is mandatory in certain counties in Minnesota. The hauler must comply with all local and state requirements, including ordinances, designation, and restriction on disposal

Minnesota Statute 473.848 – Restriction on Disposal prohibits the disposal of unprocessed MMSW generated in the Seven (7) County Metro area if processing capacity is available. All Contractors servicing State agencies located within the 7-county metro area, as well as several Greater Minnesota Counties, MUST have an executed all waste delivery contract covering the period of the proposed contract ensuring all MMSW collected from the State agency is delivered to a county’s specified processing facility.

6. Curbside Services.

A. The State may request the Contractor to provide recycling services. If the Contractor offers recycling services, at a minimum, the recycling service provided by the Contractor must offer collection of five broad material types. Broad material types include: paper, cardboard, metal, glass, and plastic. Single sort recycling of four material types is acceptable.

B. The Contractor may provide organics recycling service, if requested by the State agency and offered by the Contractor. Source separated organic services include the pickup and recycling of organic waste material for composting.

7. Rolloff and Bulk Waste Services.

A. The Contractor may provide rolloff waste hauling services, if requested by the State agency and offered by the Contractor.

B. The Contractor may provide bulk waste removal services, if requested by the State agency and offered by the Contractor. Items considered bulk waste may include, but are not limited to:

· Appliances: Large and small appliances will be scrapped and recycled. All refrigerants will be removed by the State prior to disposal.

· Mattresses: Bed mattresses will be collected and disposed of by landfilling.

· Furniture: Furniture will be collected and disposed of by landfilling.

· Pallets: Pallets will be collected and disposed of by landfilling or recycled depending on availability of recycling facilities.

8. Containers Owned by the State Some State agencies may own their own containers. The Contractor agrees to utilize these containers while performing services under this contract unless mutually agreed upon by both parties in writing.

9. Solid Waste Hauler License.

If applicable the Contractor must provide a Solid Waste Hauler License, at the Contractor’s expense, from the appropriate county where the service is being provided. The Contractor must keep this license valid throughout performance of this contract. The Contractor must dispose of the rubbish in accordance with the county’s solid waste plans, and the Waste Management Act, Minn. Stat. § 115A.46.

10. Conformance.

Contractor services must conform to the requirements imposed by applicable local and state ordinances, designation, and Restriction on Disposal (Minn. Stat. Section 473.848) of each site awarded a contract. Refuse disposal site address for each is included in Exhibit D, Supplement 1 Price Schedule.

11. Solid Waste Transporter Responsibilities.

The Contractor must provide all trained personnel and equipment to perform the requirements of the Contract. All solid waste must be transported in a manner so as to not become a public nuisance or hazard. Any waste spilled during the emptying of containers must be picked up by the Contractor and disposed of properly.

12. Compliance.

Transportation of all solid waste must be accomplished in accordance with all existing laws and ordinances, regulations and future amendments thereto, of the State of Minnesota, its regulatory agencies and local governing bodies (city, county, State, etc.) and departments and must comply with all State and local pollution contract and fire ordinances.

The Contractor must be knowledgeable of and able to comply with any and all pertinent regulations relating to the disposal of rubbish, solid waste, and hazardous waste, including but not limited to: city, county, state, or federal laws, rules, regulations, codes, permits, and statutes.

Any compensation or fines required by regulating agencies will be paid by the contracted solid waste transporter and will not be reimbursed by the State agency. This statement is only applicable to the services contracted.

The Contractor must be responsible for all spillage caused by the Contractor’s actions or lack of action.

In order to be eligible for the State Contract, the applying hauler needs to have completed their required reporting into the Re-TRAC system, or the most current electronic reporting system, per MN Statute 115A.93. For more information about the required hauler reporting, visit the MPCA website https://www.pca.state.mn.us/business-with-us/solid-waste-reporting.

13. Hazardous Waste.

Deposit, collection, and disposal of hazardous waste is prohibited under this contract. "Hazardous waste" means any refuse, sludge, or other waste material or combinations of refuse, sludge or other waste materials in solid, semisolid, liquid, or contained gaseous form which because of its quantity, concentration, or chemical, physical, or infectious characteristics may (a) cause or significantly contribute to an increase in mortality or an increase in serious irreversible, or incapacitating reversible illness; or (b) pose a substantial present or potential hazard to human health or the environment when improperly treated, stored, transported, or disposed of, or otherwise managed. Categories of hazardous waste materials include, but are not limited to: explosives, flammables, oxidizers, poisons, irritants, and corrosives. Hazardous waste does not include source, special nuclear, or by-product material as defined by the Atomic Energy Act of 1954, as amended.

14. Contaminated Loads.

Contractors are required to notify State agencies within two (2) business days of a recycling or organics container that had to be disposed of due to contamination.

15. Collection Schedule.

At a minimum, the Contractor must collect waste from the facility as specified in Exhibit D Price Schedule. Deviations, including collection frequency increases and decreases, from the collection schedule will be agreed upon, through a duly executed amendment, by both the State agency and the Contractor.

Recyclable collection must be offered during the hours and days agreed to between the Contractor and State agency for waste collection. The contractor must collect in alleys where practical, parking lots or driveways, and on streets where no alleys are present. Containers must be replaced in the same location after emptying.

16. Waste Collection Equipment.

In general, all equipment provided by the Contractor in the performance of services under this contract must be of a high quality. The vehicles must be designed and operated so as to prevent collected materials from escaping from the vehicles. Hoppers must be closed on top and on all sides with screening materials to prevent collected materials from leaking, blowing, or falling from the vehicles. All vehicles and containers must be watertight and must be operated so that liquids do not spill during collection or in transit.

If Contractor-owned containers utilized in this contract do not work properly, it will be the responsibility of the Contractor to replace and/or repair them at no additional charge to the State agency. The Contractor must be responsible for all maintenance and repair of the containers. Unless otherwise indicated in this contract, changes to the Contract must be agreed upon by both parties and set forth in a duly executed amendment to the Contract.

Any modification of Contractor-owned equipment will be completed by the Contractor at the Contractor’s expense. Alterations to the containers must have prior approval from the State agency in writing prior to modification.

Maintenance must be completed a minimum of one time per year calendar year during the month of August, or as requested by the State agency member. This maintenance must include inspection, lubrication, cleaning, and verification that the containers are in working order. This includes both Contractor and State-owned equipment utilized during services under this Contract. Contractor will provide written verification within seven days of maintenance being completed.

17. Equipment Damage.

Equipment on State agency premises are at the Contractor’s risk and not the State of Minnesota’s. The Contractor must hold the State of Minnesota harmless for any damage to Contractor equipment while in use on State of Minnesota property unless the damage can be attributed to actions by the State of Minnesota. The Contractor must repair or replace equipment within twenty-four (24) hours any container that was supplied by the Contractor and was in use on State of Minnesota property.

State shall not overload, move or alter the equipment or allow a third party to do so, and shall use it only for its intended purpose. State shall provide safe and unobstructed access to the equipment on the scheduled collection day. Any damage caused by the Contractor’s negligence to the State’s property or to equipment furnished by Contractor, normal wear and tear excepted, while in the care, custody, and control of the State, including, but not limited to, trees, shrubs, lights, islands, water hydrants, containers, compactors, container equipment, compactor, curbs, containers, fencing, etc., shall be repaired and/or replaced in full by the Contract Vendor to the satisfaction of the State.

19. Missed Collections.

All mixed materials, recyclable materials, organic materials, and bulky goods must be collected on the scheduled collection day. Accordingly, missed collections will be collected as soon as possible, but no later than two days after the missed collection, regardless of the reason that the collection was missed. If a facility reports missed collection services more than two (2) times in any consecutive two (2) month period the State agency will work with the Contractor to determine an appropriate resolution to that situation. In the event the contractor believes any complaint to be without merit, the Contractor must notify the State agency within five (5) calendar days.

20. Recycling Containers.

Contractor-supplied recycling containers must be used for collecting commercial recyclables. Recycling containers must be distinguished from compostables or waste collection and must include prominent identifying labels that provide directions for the preparations of materials to be placed in the container such as materials allowed, or not allowed, in the container, e.g. plastic bags are not allowed.

Contractor-supplied containers must be delivered by the Contractor to requesting State agencies within three (3) business days of the State agency’s initial request.

22. Billing.

The Contractor must submit an invoice no later than the last day of each month to the following email. mndotD6accountspayable.dot@state.mn.us . The invoice must include a detailed breakdown of pricing based on the price sheet attached. The monthly report showing the actual or estimated weight, in pounds, separated by Municipal Solid Waste (MSW), recycling, and source separated organic materials collected during the reporting period must also be attached to the invoice before payment will be rendered.

23. Acceptable Waste.

Acceptable waste is mixed municipal waste as defined in Minn. St. §115A.03. Mixed municipal solid waste" means garbage, refuse, and other solid waste from residential, commercial, industrial, and community activities that the generator of the waste aggregates for collection, except as provided in paragraph (b).

(b) Mixed municipal solid waste does not include auto hulks, street sweepings, ash, construction debris, mining waste, sludges, tree and agricultural wastes, tires, lead acid batteries, motor and vehicle fluids and filters, and other materials collected, processed, and disposed of as separate waste streams.

24. Excluded Waste.

Excluded waste is problem material as defined in Minn. St. §115A.03, Subd. 24a. "Problem material" means a material that, when it is processed or disposed of with mixed municipal solid waste, contributes to one or more of the following results:

(1) the release of a hazardous substance, or pollutant or contaminant, as defined in section 115B.02, subdivisions 8, 13, and 15;

(2) pollution of water as defined in section 115.01, subdivision 13;

(3) air pollution as defined in section 116.06, subdivision 4; or

(4) a significant threat to the safe or efficient operation of a solid waste facility.

25. Recyclable Materials.

“Recyclable materials” means materials that are separated from mixed municipal solid waste for the purpose of recycling or composting, including paper, glass, plastics, metals, source-separated compostable materials, and sole source food waste streams that are managed through biodegradative processes. Refuse-derived fuel or other material that is destroyed by incineration is not a recyclable material. If nonconforming materials are included in recyclable materials picked up by the Contractor, making the load contaminated, the Contractor may charge the Customer a contamination fee as a pass-through cost.

Exhibit D: Pricing

1. Contract Pricing.

In General. Prices listed take into consideration all inherent costs of providing the requested goods and services. The Contractor agrees to pay any and all fees, including, but not limited to: duties, custom fees, permits, brokerage fees, licenses and registrations, government taxes, overhead, profit, parking permits, proper disposal of materials, insurance payments. The State will not pay any additional charges beyond the price(s) listed, unless otherwise provided for by law or expressly allowed by the Contract. Prices listed within Exhibit D are maximum prices. These maximum prices shall remain firm for the initial term of the Contract. The Price List may not include any additional terms or conditions. A unit price and a total for the quantity must be stated for each item quoted and encompass, including but not limited to, contaminated loads. Prices must be quoted in United States currency. Any increase to Contract pricing requires a duly executed amendment to this Contract. Contractor may provide lower pricing at its discretion without requiring a duly executed amendment to the Contract.

Prompt Payment Terms.

Contractor’s payment terms are [to be completed based on response to the solicitation, (i.e., Net 30, 1% in 30 Net 31, etc.).] Taxes.

State sales taxes are not applicable to this Contract. However, the Contractor shall include in their invoice to the State agency any other applicable State, city, or county taxes. These taxes include, but are not limited to, waste, county, city, and environmental taxes. Any taxes included in the invoice must be listed on a separate line item on the invoice and are not to be included in the rates offered in the price schedule. See the Minnesota Department of Revenue guide for Nontaxable Junk Removal Services.

Invoice Requirements.

Contractor hereby waives the right to enforce any term which contradicts or modifies any term of the solicitation or any Contract that may result, including subsequent amendments to the Contract, or would result in an unencumbered expense if enforced against the state. Contract quote and invoice must contain, at a minimum:

· Customer name

· State Contract number field

· Item/service description

· Item quantity or service hours

· Price

9. Definitions for Use when Providing Pricing. All times listed are Central Time.

A. Regular Time

· Monday through Friday: 7 a.m. through 3 p.m.

· The following days are defined as State Designated Holidays:

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