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Presented By
Referred to
Council File # � � �
Green Sheet � 1QC,���^
RESOLUTION
OF SAINT PAUL, MINNESOTA �
Committee: Date
WHEREAS, the City of Saint Paul authorized the Division of Parks and Recreation to
e�cplore the opportunity to enter into a Management Agreement with Environmental Wood
Supply to process wood waste from city tree maintenance operations in 2002; and
WHEREAS, the Division of Parks and Recreation, based upon its review of
Environmental Wood Supply�s proposal wishes to enter into an agreement with Environmental
Wood Supply to provide wood waste processing services at Pig's Eye Regional Park, and
WHEREAS, Section 85.13(a) permits the City Council by resolution to waive one or
more of the requirements of the Chapter, related to managed competition; and
WHEREAS, no current City employee will be laid off, reduced in hours, benefits or
pay, demoted or transferred involuntarily as a result of entering into this management
agreement, now therefore, be it
RESOLVED, that the proper City officials are hereby directed and autharized to enter
into the attached agreement with Environmental Wood Supply for the management and
operation of the Wood Recycling Center for a twenty year period.
Requested by Department of:
.���s � �e���fi��
By : ��� � -�C� �
Form Approved by City
By:
;y :
�
oFS Director
for
to
Adopted by Council: Date �1� �, g.
Adoption Certified by Council Secretary
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MANAGEMENT AGREEMENT
This_AGREEMENT, effective as of ��3 N� i�, 2003 by and between:
CTTY OF SAINT PAUL, a municipai corporation of the State of Minnesota, hereinafter called
"CTTY" [ADDRESS] and
ENVIRONMENTAL WOOD SUPPLY, LLC, a Limited Liability Company regi stered in the
State of Minnesota, hereinafter called "ENVIRONMENTAL", The Saint Paul Building, Suite
700, Room 300M, Six West Fifth Street, Saint Paul, Minnesota 55102, hereinafter jointly called
"Parties", as also individual called "Parl}�'.
WITNESSETH:
WE�REAS, the CTI'Y is the owner of public pazk land adjouung the Mississippi River
commonly laiown as Pig's Eye, which contains a wood waste disposal site hereinafter called
"WOOD RECYCLING CENTER (WRC)"; and
WHEREAS, ENVIRONMENTAL has proposed to the CTTY that it manage and operate
WRC on behalf of the CITY, and has proposed various improvements that it will initiate; and
Wf3EREAS, CTTI' desires to continue to deliverwood waste disposal services at WRC; and
WHEREAS, the CTTY believes that such services should be provided at a m;n;mal financial
risk to the CTTY; and
WE3EREAS, both parties believe it is in their mutual best interest to enter into the within
AGREEMENT for the provision of wood waste disposal at WRC.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed as follows:
ARTICLE I
TERM
1.2 Term. The term of this AGREEMENT skall be twenty (20) years, beginning upon execution
of this AGREEMENT, and ending in 2023,
1.2 Extension tions.ThePartiesmayextendthetermoftlusAGREEMENTbymutualassent
for up to two additional five (5) yeaz periods following the expiration of the initial term (1.1). All
terms and conditions ofthis AGREEMENT applicable to the Initial Term (1.1) shall remain in effect
for the Extended Term (12), excapt to the extent otherwise agreed to by the parties in writing.
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ARTI�I,E II
WOOD RECYCLING CEiVTER PROPERTY DEFINED
2.1 The WRC properiy is located within the boundaries of City of Saint Paul parkland at a
location commonly known as Pigs Eye Re�onal Pazk. The properiy is indicated by a black dashed
line on attached Eghibit A which includes both the appro�mately 10.6 actes of land used to process
wood and an additional buffer azound the site in which wood waste and processed chips have been
and will contiuue to be routinely stored.
2.2 All other park lands other than those defined as WRC property are not governed in any way,
implied or otherwise, by AGREEMENT and remain under the sole control and jurisdiction of the
CITY.
23 "Wood Waste" or `�vood waste," as used herein, shall be defined as: Untxeated wood
remains resulting from: residuals from manufachning,processes such as fumiture, cabinet, and
pallet making, and other wood product manufacture; construction waste; urban and pazk tree
trimuiing and forest residuals; wood from trees downed by storms; trees removed for urban
development; and ttees removed as part of a timber management plan. The following wood
materials aze suitable for higher value usage through reuse and refinishing than could be garuered
from bunuug for energy recovery: GMA standard size hazdwood or softwood pallets; unbroken
non-GMA hardwood pallets; and dimensional hazdwood, redwood and cedaz lumber. These
wood products aze currently being collected and reused economically through pallet recycling
operations, demolition and deconstruction service providers and companies and programs like
the Saint Paul Neighborhood Energy Consortium's Wood Wins program.
ARTICLE III
OPERATION & MANAGEMENT
3.1 ENVIRONMENTAL shall operate and manage a wood waste disposal facility at WRC for,
in accordance with an annual operating plan which is generally outlined in Eghibit B, presented to
and agreed to ty the CITI'. ENVIRONMENTAL may engage in normal acriviries which aze
incidental to the operation of the wood waste facility including but not lunited to receipt, processing
and storage of wood waste, wood chips and wood fuel, and except as herein provided,
ENVIIZONMENTAL shall receive all of the income derived from such operafion.
3.2 ENVIRONMENTAL may staff WRC for regular business hours that sha11 be posted at the
facility. The current CTTY staff wi ll be reassigned by the CTTY to other CITY related fixuctions. It
is eapected that WRC will be staffed as needed during the year to support Rorestry daily operations
and after-hours storm damage wood waste deposit and at all times ENVIRONMENTAL will have
on-site access control or remote monitoring to assure access control.
3.2.1 ENVIRONMENTAL shall makeprovisions for afterhours aecess and dumping ofwood waste
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by St. Paul City Forestry operations for storm cleanup and special proj ects and will have a plan for
accepting storm wood waste and ���ring that the site can accommodate storm wood waste without
disrupting City wood waste cleanup efforts.
33 ENVIRONMENTAL is pernutted to have access to WRC facilities twenty-four (24) hours
a day. For ttus purpose, ENVIRONMENTAL is granted full access to the premises at all times,
exceptas herein provided.
3.4 ENVIRONMENTAL will manage, operate and staff the WRC facility for the City in
accordance with the conditions set forth in this AGREEMENT
3.4.1 Any ENVIRONMENTAL staff perfomung wood processing shall be paid prevailing
wages as defined by City ordinance.
3.4.2 Any subcontractor used by ENVIRONMENTAL to manage and operate the operation
of the WRC shall be subject to written approval by CTTY prior to the bea nn;ng ofwork.
3.5 ENVIRONMENTAL will provide security coverage for WRC at a level to be determined by
ENVIRONMENTAL. ENVIRONMENTAL is the responsible party for security on the wood waste
disposal premises.
3.6 ENVIltONMENTAL agrees to accept all CITY wood waste. CTTY aclaiowledges hereby
that ENVIEZONMENTAL will accept other Minnesota Municipal Subdivision wood waste and all
wood waste produced by other goveimnental units.
3.7 ENV7RONMENTIII, may not engage in any business or enterprise at the WRC site that is
not referenced in this AGREEMENT without express written consent of CTTI'.
3.8 To encourage efficient communication the parties agree to meet annually to review
operations of the WRC.
EiRTICI.JE IV
PAYNIENT
4.1 ENViRONMENTAL will manage and operate the WRC at no cost to the CTI'Y for disposal
of up to 20,000 cubic yards of Wood Waste per year, including brush and logs.
4.1_1 CITI' will incur no financiai obligations other than as set forth herein related to
ENVIRONMENTAL's operation and management of WRC wood waste disposal site
including costs for improvements, equipment or tip fees.
41.2 CTTY will pay ENVIlZONMENTAL $2.00 as adjusted per cubic yard for annual
volume ofbrush and Iog exceeding20,000 cubic yazds. CTTY will payENVIRONMENI'AL
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$25.00 as adjusted for each Stump delivered to WRC, up to 30 stumps per yeaz. "Stump"
or "Stumps"as used herein shall mean the portion of a tree that is at surface and/or
the below ground root system.
4.13 On an annual basis, not later than Mazch lst, the cost per yard and per shunp
will be adjusted as follows. The $2.00 and $25.00 amounts shall be adjusted utilizing the
following formulas: $2.00 x(1 +(CPI Actual — CPI Base} / CPI Base) and $5.00 x(1 +(CPI
Actual — CPI Base) / CPI Base). CPI Base shall be defined as 174.8 for May 2002 based on
the Consumer Price Index for Midwest Urban (CPI-L�, published by the Bureau of Labor
Statistics, U.S. Deparhnent of Labor, base period 1982-84 = 100. CPI Actual shall be
defined as the monthly index value for the month prior to incurring the charge based on the
Consumer Price Index for 1VIidwest Urban (CPI-I�, published by the Bureau of L,abor
Statistics, U.S. Department of Labor, base period 1982-84 = 100.
4.2 In years one (1) through twenty (20) ofthis AGREEMENT, ENVIRONMENTAL will make
payment to. the CTTY of ffve percent (5%) of all revenues generated and received by
ENVIlZONMENTAL at WRC from tip fees from non-City of St. Paul sources.
4.3 CTTY and ENVIRONMENTAL shall make payments outlined in this section monthly or as
otherwise negotiated from time to time by the parties.
4.4 The CITY has a right to inspect a11 books and records pertaining to the operation of the WRC
site by ENVIRONMENTAL. The CITY shall be granted inspection of said books and records by
providingENVIRONMENTALwithwrittennotice, wherebyENVllZONMENTAL shall haue fifteen
(15) days to provide such information to the CITY.
4.5 In the event of a storm or natural disaster which is eligible for state, federal or other funding,
costs of receipt, handling and processing of material will be negotiated by CIfiY and
ENVIRONMENTAL at that time.
ARTICLE V
CCNSENT TO IlO'iPRf3YER'LENTS
5.1 No permanent improvements or immovable fixtures can be -made, installed, added or
constructed by ENVIRONMENTAL to the WRC property without the written consent ofthe CIT'Y.
The CTTY may require such information to be supplied by ENVIRONMENTAL as will enable the
CITY to determiue whether to consent to any proposed improvements or immovable fiYtures.
ENVIRONMENTAL has provided a list of contemplated improvements as detailed in E�ibit C
attached hereto, wbich improvements, upon execution hereof, aze consented to by the CITY.
5.2 ENVIRONMENTAL shall undertake no reconstruction, alterations, repairs or replacements
of existing improvements, fistures, facilities or equipment on or in the WRC properCy (or adjacent
to it), which causes or consfitutes a permanent change to WRC property, thereto, without the written
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consent ofthe CTTY.
53 Animprovementforthepurposeofparagraphs5.land5.2shallbeapermanentadditionto
or permanent betterment of real property that enhances its capital value, and does not include
ordinary repairs or maintenance or cleanup of pre-e�sfing conditions.
5.4 The CTI'Y's response to a request for consent under paragraphs 5.1 and 5.2 shall not be
unreasonably withheld. CTTI' shall respond in writing witbin thirty (30) days from receipt of
complete information about improvement and any proposed debt by ENVIRONMENTAL.
5.5 Inthe eventtl�attheAGREEMENT isteiminatedbyENV1RONMENTAL dueto anuncured
breach by CITY in the manner described in Article X, the CTTY shall be required to assume debt
service payments for improvemenfs, only if it has been specifically agreed to in writing at the time
the improvement is authorized by the CTTY (5.1).
ARTICLE VI
COVENANTS AND iTNDERTAKING
6.1 The Parties covenant, agree and aclrnowledge that each shall provide t1�e foilowing
equipment and services:
6.11 The CTTY shall periodically inspect the WRC properiy and inform
ENVIRONMENTAL in writing of any conditions requiiiug attention as may be required to
comply with the obligations under this AGREEMENT.
6.12 The CITY shall provide ENVTRONMENTAL with the CITY's participant accident report
forms. TheseformsshallbecompletedbyENVIRONMENTALrepresentativesininstanceswhere
accidents onthe WRCpropertyarereportedto orwitnessedbyENVIRONMENTALrepresentatives.
ENVIRONMENTAL shall deliver completed reports to the CIT'I' within five working (5) days
following an accident on the WRC property.
6.13 This AGREEMENT does not exempt ENVIRONMENTAL or WRC customers from park
rules and regulations, except as may be necessary to implement this Agreem�nt or as expressly
provided elsewhere in this AGREEMENT.
6.1.4 The WRC site is located in a flood plain and can reasonably be expected to flood
periodically. ENVIRONMENTAL is responsible for taking preventative measures as needed to
protect and secure the capital improvements on site in the event of a flood.
6.1.5 That in cases of emergency or disaster such as flood or other natural acts,
ENVTRONMENTAL will vacate WRC ifrequired and otherwise cooperate with directives from the
CITY's Director of Parks and Recreation, Fire Chief, Police Chief or other CITY official delegated
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such power due to the emergency. ENVIl20NMENTAL will make no claim against the CTTY for
lost revenues or added expenses due to such event. CTTY will work with ENVIRONMENTAL to
meet necessary provisions with FEMA for restoration of the site to operatiug condition if federal or
state funding is available.
6.1.6 That ENVIRONMENTAL shall ha�e full use ofthe CITI' equipment and materials currently
on the WRC site as outlined and listed in E�ibit D. That both parties understand that such use of
equipment and materials is in its current condition or on an "as is" basis. ENVIRONMENTAL may
make repaus to such equipment and materials as to allow for its use. The CITY will remove any of
its equipment or materials on site if requested by ENV�iONMENTAL. At the expization of this
AGREEMENT, any rem2ining CTTY equipment and materials listed in Exhibit D will be the
properiy of the CTI'Y, rehuned by ENVIRONMENTAL allowing for normal weaz and teaz related
to its use. An inventory of CTI'Y equipment and materials remaiuing on site will be completed
jointly by ENVIRONMENTAL and the CTTY annually. CITY aclaiowledges that the equipment
and materials listed in E�ibit D have a life expectancy or a utilization, respectively, that will cause
said listed equipment and materials to be obsolete or totally utilized prior to the expiration of the
Term of this AGREEMENT. Upon the obsolescence of any equipment, listed on E�ibit D,
EN VIRONMENTAL may dispose of such equipment as it, in its sole discretion, deems appropriate.
6.2 ENVIRONMENTAL specifically covenants and agrees;
6.2.1 To maintain WRC in a safe, ciean and orderly condition and generally free of litter and
accumulated trash. ENVIlZONMENTAL will cut grass, maintain pazlang areas and plow snow in
areas defined as WRC Premises.
6.2.2 . To store all ENVIRONMENTAL's equipment and other materials present at the WRC in an
orderly manner so that the appearance of the facility is clean and organized.
6.23 That ENVIRONMENTAL shall provide the CITY, upon request, with a confidential copy
of all agreements or contracts between ENVIRONMENTAL and any party who will assist
ENVIRONMENTAL in cazrying out the stipulations of this AGREEMENT with the understanding
that ENVIRONMENTAL may omit tcade secret informa�ion. No assignment of all or substantially
all of ENVIRONMENTAL's responsibilities under this AGREEMENT is pernutted without the
prior approvai of the CITY.
62.4 To not rent space to any individual or entity whose primary purpose is to conduct unrelated
business at that location, or lmowingly allow any of its customers to temporarily or permanently
conduct unrelated commercial transactions within WRC.
6.2.5 To conform to City, State and Federal safety, health, accessibility and environmental laws
and to cooperate with the appropriate agencies to achieve such objectives.
6.2.6 To complpwith State and Federal and Local laws and regulations prohibiting discrimination.
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5.2.7 . That it shall not, in violation of any applicable federal, state or local laws or regulations,
pollute any air, soil or �ound waters, or discharge or release any Hazardous VTastes, in, into, on,
over or adjacent to WRC or Pig's Eye Regional Pazk, and that it shall take reasonable steps to
prevent all customers, and other authoriZed users ofthe WRC from doing so. Any such unreasonable
discharge or pollution by ENVIRONMENTAL, or failure to take reasonable steps to prevent such
customer discharge or pollufion, which is in violation of any such applicable laws or regulations,
shall be abreach of this AGREEMENT. ENVIRONMENTAL shall also complywith all applicable
federal, state and local laws and regulations, including City ordinances, relating to the control,
handling, discharge oz release of said Hazazdous Wastes, and failure so to do shall be a breach of this
AGREEMENT.
6.2.8 Hazardous Wastes, for the purpose of pazagraph 6.2.8 above, shall be and include
all dangerous, toxic or hazazdous contamivants, pollutants, chemical wastes or substances
as defined in applicable federal, state or local laws or regulafions, as those may be amended
from time to time.
6.2.9 To maintain the following eicisting and/or future systems and equipment serving WRC's
facilifies as necessary for use as detexmined by ENVIRONMENTAL: electrical, phone, computer,
security, plumbing, and HVAC.
63 The CITY specifically covenants and agrees:
63.1 To provide that elech telephone, water, and septic service are available on the
WRC properry. ENVIRONMENTAL is responsible for gayment of all related bills based on
its usage and consumption of said utiliries for the duration of this AGREEMENT.
63.1.1 As it relates to elechical service, the CTI'Y will maintain electric service up
to the meter on site.
6.3.12 As it relates to water service, the CITY will maintain water to the site,
including an operating fire hydrant.
6.3.13 As it relates to septic, the CTTY will maintain the availability of a functioning
system or adequate altemative. ENVIRONMENTAL is responsible to pay for any
"pump-outs" of the septic system or future holding tank.
63.2 To mainta3n the appropriate pernuts for the location and operation of a wood
recycling facility at the WRC property that may be required by law and to transfer all
appropriate rights to saidpermits to ENVII20NNIENTAL fortheterm ofthis AGREEMENT.
The CITY sball provide copies of all suoh permits to ENVIRONMENTAL.
63.3 CITY agrees hereby to deliver CI'TY generated or collected wood waste to WRC,
except as neededwithinthepazks andrecreafion system or forparks andrecreation sponsored
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projects.
ARTTCLE VII
CAPITAL IlVYESTN7ENT
7.1 During the first five yeazs of this AGREEMENI', ENVIRONMENTAL will invest such sums
as detemiiued by ENVIRONMENTAL necessary to carry out the purpose of this AGREEMENT.
7.1.1 ENVIRONMENTAL may collateralize the impzovements.
7.1.2 In the event that the AGREEMENT is teiminated by the CTI'I' due to an uncured
breach by ENVIRONMENTAL in the manner described in Article XI, the CTI'Y will have
the right to assume debt service payments for the improvements. This obligates the CTTY
in no manner, either implied or explicitly, to assume debt service in such an event.
7.13 ENVI120NMENTALmaynotfinanceimprovementsreferencedin7.1 foranyperiod
extending beyond the initial term of this AGREEMENT (1.1) or any extended term as
describedin 1.2 thathas been agreed to. ENVIRONMENTALwill seek to structure payments
in equal annual amounts, with no back loading or balloon payments.
7.1.4 In the event that the AGREEMENT is termivated by ENVIF20NMENTAL due to an
uncured breach by CITY in the manner described in Article XI, the CTI'Y will be required
to assume debt service payments for the improvements.
ARTICLE VIII
INSURANCE
8.1 ENVIRONMENTAL hereby agrees to defend, indemnify and hold the CITY, its officers,
agents, and employees hazmless from any and all claims, damages or causes of action arising from
or out ofthe operation ofthe Wood Recycling Center byENVII20NMENTAL, its agents, employees
or officers.
8.2 ENVIRONMENTAL shall be required to carry insurance of the lflnds and in the amounts
shown below for the life of the contract. Such insurance shall be placed with insurance companies
licensed and authorized to do business in the State of Minnesota.
8.2.1 General Liability Insurance Covezage shall include personal injury, premise
operarions, completed operations, property damage and medical payments coverage. Agent
shall state if policy includes errors and omissions coverage.
This insurance shall (a) name the CTTY as an additional insured; (b) be primary with respect
to the CITY's self insarance program; (c) not exciude explosion, collapse or underground
property damage; and (d) be written on an occurrence basis.
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@ soa�ly �i�
@ ProperiyDamage
@ Medical Payments
$ 1,000,000 each occurrence
$ 2,000,000 aggregate
� 1,000,000 each occurrence
$ 2,000,000 ag�egate
$ S,OOOperperson
82.2 Fire and All Risk Property Insurance
ENVIRONMENTAL shall carry Pzoperty Insurance on its owned personal proper[y located
at the site and that property owned by the CITY but in the care, custody and control of
ENVIRONMENTAL. The limits ofthis policy shaIl be provided along with a scheduled list
of CTTY property on the sife. The CIfiY shall be named as an additionalloss payee on the
property owned by the CITY.
8.23 Automobile Liability Insurance
Insurance shall cover owned and hired autos. This insurance shall name the
CTTI' as additional insured.
@ BodilYInJUrY
@ Property Damage
8.2.4 Umbrella / Excess Insurance
$ 750,000 per person
$ 1,000,000 per accident
$ 50,000 per accident
Shall cover both the General Liability and Automobile Liabilitypolicies at a m;nimum with
a lisnit of $ 5,000,000 per occurrence. This insurance shall name the CTTY as additional
insured.
8.2.5 Workers Compensarion Insurance and Employers Liability Insurance
@ Workers Compensation per Minnesota statute
@ EmployersLiability$SOO,OOOperaccident;$SOO,OOOperemployeeand$500,OOOper
disease
83 ENV7RONMENTAL shall supply to the CTTY current insurance certificates showing
eyidence oi insvrance for all iasurance required above. Insurance must remain in place for the length
of the contract and for any estansion periods. Renewal certificates shall be mailed to the CTI'Y's
proj ect manager of record. All certificates shall provide that the CTTY be given not less than thirty
(30) days prior written notice of cancellation, non-ienewal or any material change in the policies.
8.4 The limits established herein, aze min;mum ]imits, and this contract sha11 in no way prevent
ENVIl20NMENTAL frompurchasinginsurancewithlimits exceedingthose showniftheyso desire.
ENVIRONMENTAL may also choose to purchase additional insurance policies to protect their
interests and this coniract shall inno waypreventEIVVIRONMENT'AL frommaldng suchpurchases.
8.5 Nothing in this secfion shall be construed as a waiver by the CITY of its statutory limits of
liability, immunities or exceptions.
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8.6 ENVIRONMEI`TTAL shall be obligated to ma.iutain all inc„ran_ce coverages, as indicated, and
£ailure to do so shallbe considered abreach of this contract. If, for any reason, any of the inc„rance
required is VOID at the time of a loss, ENVIRONMENTAL shall be fully responsible to the CTTY
for losses incurred by the City up to the entire amount of the uninsured loss.
8.7 CITY reserves the right to request, obtain and review copies of the actual ivsu�ance policies
for the coverages requestedherein. CTIY also reserves the right to request that ENVIRONMENTAL
obtain and have additional insurance, but such request shall be committed to writing and shall not
be valid until both parties make those changes part of this contract by amendment.
8.8 It is agreed by the parties that, at all times and for all purposes within the scope of this
Agreement, the relationship of E�IVIRONMENTAL to the CITY is that of independent contractor
and not that of employee. No statement contained in this Agreement shall be construed so as to find
ENVIlZONMEN'TAL, its agents, officers or employees, employees of the CTTY, and
ENVIRONMENTAL shall be entitled to none of the rights, privileges, or benefits of City of Saint
Paul employees.
ARTICLE IX
NON-DISCRINIINATION
ENVIRONMENTAL agrees that during the term of this agreement, that (1) no person, on the
ground of race, sex, color, creed, religion, sexuai or affectional orientation, age, disability,
familial status, marital status, status with respect to public assistance, or narional origin or
ancestry shall be excluded from participation in, be denied the benefits of, or be otherwise
subjected to disctunination in the use of said facilities, (2) that in connection with the
construction of any improvements on said lands and the fiinrishing of services thereon, no
disrrim;nation shall be practiced m the selection of employees aiid coniractors, by contractors
in the selection and retention of first-tier subcontractors, and by fust-tier snbcontractors in the
selection and retention of second-tier subcontractors, (3) that no employee or applicant £or
employment for work shall be discrimivated against. This provision sha11 iuclude but not be
limited to the following: employment, upgrading, denotion, ar transfer; recruitrnent
advertising, layoff or termination; rates of pay or forms of compensation; selection for txainiug,
including apprenticeship; and (4) that at all times ENVII20NMENTAL shall comply with state
local and federal laws and regalations relaring to non-discrinrination.
ARTICLE X
ADMINISTRATION
10.1 For the puspose of the City's consent or consents required in this Agreement and
admiuistration , the CTTY's representative shall be the D'uector of Parks and Recreafion and
ENViRONMENTAL's representative shall be its Project Manager.
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ARTTCLE XI
DEFAULT/REMEDY
11.1 This AGREEZvMENT may be temrivated at any time by mutual assent of the Parties.
11.2 In the event that either pariy fails to perform any of the terms or conditions of this
AGREEMENT, or violates any term or condition thereof, such failure or violahon shall be
a breach of the said AGREEMENT. In the event of such a breach, tlie other par[y may give
written notice of the breach to the pariy in breach. If the breach has not been cured or
remedied within thirty (30) days following the giving of such written norice, the other pariy
may temiinate this AGREEMENT in its entirety.
113 In the event any provision conta3ned in this AGREEMENT should be breached by
either party and said breach thereafter waived by the other party, such waiver shall be linnited
to the particulaz breach so waived and shall not be deemed to waive any other breach
hereunder.
11.4 That neither Party will make any claim and waives any right against the other Party
on accounf of any loss or damage caused by acts of God, such as fire, water, windstorm,
freezing, or other acts such as strikes, operational unpossibility, waz or civil unrest wluch
affect the leasehold property in connection with its operation under this AGREEMENT.
11.5 No remedy herein conferred upon or reserved to either pariy under this
AGREEMENT is intended to be exclusive of any other auailable remedy or remedies, but
each and every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Agreement or now or hereafter existing at law or in equity or by
statute. No delay or omission to exercise any right or power accruing upon any default shall
impair any right or power or shall be conshued to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient.
11.6 This AGREEMENT shall be cons�Yued under the laws of the State ofMnuiesota; aad
if anyprovision or portion thereof, or the application thereofto any person or circumstances
sha11, to any extent, be invalid or unenforceable,.the remainder of this AGREEMENT shall
not be affected thereby, and each pzovision of tlus AGREEMENT shall be valid and
enfarceable to the fullest extent provided by law.
ARTICLE XII
NOTICES
12.1 Any nofice, statements, bills or communications provided for herein shall be deemed
sufficiently given or rendered if in writing and either delivered to the other Pariy personally
or sent by certified mail address to the other return-receipt postage prepaid as follows:
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AS TO CTTY
City of Saint Paul
300 City Hall Annex
25 W. 4th Street
Saint Paul, MN 55102
AS TO ENVLROI�TMENTAL
Director of Parks and Recreation
Environmental Wood Supply, LLC
The Saint Paul Building, Suite 700, Room 300M
Six West Fifth Street
Saint Paul, Minnesota 55102
or such other subsequent address as the respective Parties shall designate in writing. The
time of giving such notice or communication shall be deemed to be the time when the same
is actually delivered to the other Party.
ARTICLE XIII
NIISCELLANEOUS
13.1 Carotions and Heading. The captians and headings used herein are intended only for
the convenience of the reference and are not to be used in consh uing tlus AGREEMENT.
13.2. Entire A�reement. This AGREEMENT constihxtes the full and complete agreement
between the Parties hereto and there aze no oiher terms, obligafions, covenants,
representations, warranties or conditions other than contained herein.
13.3 Fair Dealina. Each of the parties agrees to exercise good faith and fair dealing with
the other in its respective exercise and performance of its rights and obligations under this
AGREEMENT. Whenever the CITY's discretion, consent or approval is herein provided
cr required, it shall not be unreasonably exercised, withheld or detayed.
13.4 Classification of Propertv. Parties hereto acknowledge that, pursuant to Minn. Stat.
§471.191, subd. 4, this AGREEMENT is not alease ofthe property andthat the propertywill
remain exempt from taxation. If at any time during the initial term of the AGREEMENT,
or any renewal terms thereof, the properiy becomes subject to t�ation as a result of any
activity engaged in on the property by ENViRONMENTAL, regardless of whether the
activitywas pezmittedbythe CTTY, and Citydid not cause or confribute to isnposition ofsaid
taxation payment of the resulting taz�es on the property shall be the responsibility of
ENVIRONMENTAL.
IN WPTNESS HEREOF, the Parties have caused this AGREEMENT to be executed and
Page 12 of 17
o�-���
delivered in duplicate as of the date appearing on page one hereof.
APPROVED AS TO FORM: CTTY F SAINT
✓� � �� ��-(!�,
City Attom „ " (
City o,4'�int Paut
!�<����'�,
�r�-�'
Director of Parks and Recreation
:. "�i�
Financial Services Director
G:�DIV�4VP�F'orestry�Agreements�EWS Final Agreement 2-27-03.wpd
Last revised 3/14/03
J. Barr
Page 13 of 17
� �-
� ----
rUEPARTMENT/OFFICE/COONCIL �pTEINRIATEO GREEN SHEET �° ^� NO. 205553
Parks and Recreation y27/03
CONTACTPFRSONANDPHONE �N�7�q�/pp ���/ �ryRy��pp'� O1 ��
/�/` d
Judy Barr2446400 i H � DEPARiMENTDIRECI'OR ✓� i 5 crzvcouNCa
u�mEaw n �� 4crzvc�ewc
ovnNC 2 cmnrrowaev �
MUST BE ON CqUNCIL AGENDA BY (DAiE� RDER
❑FlNANCIALSERVICESOIR. ❑FINANCV�LSERVIACCiG
ASAP - �
�`i� � �L 3 M1UYOR(ORASSISTAN7�- _J4 � ❑
TOTAL#OFSIGNATUREPAGES 3 CLIPALLLOCATIONSFORSIGNATURE�
AG?1(JiJ REQL'ESTED:
,4pproval of a Management Agreement with Environmental Wood Supply (District Energy) for the management and
operation of the Pig's Eye Wood Recycling Center for a period of 20 years.
RECOMMENDATIONS: Approve (A) w Re�eG (R) PERSONAL SERVICE CONTRACTS MUST ANSW�R THE FOLLOWING QUESTIONS:
PLANNING CAMMISSION
1. HasNisperson/firtnev¢rvrorkeduntleramntractfor�histleparlmEnl?
_ ' YE$ NO
qVILSERVICECOMMI5510N 2. Hasthisperson/fi�meverbeenadtyemployee'+
A Parks and Recreation Commission 1-21-03 ves No
3. �ces ihis person/frtn possess a slull not normalty possessetl by any wrtent ary ertployee?
VES NO
4. Is this perso�rm a targeted ventloR
YES NO
Ez0lain all yes answea on separzte sheet antl attach to green sheet
INRIATING RROBLEM, ISSUE, OPPORNNITY(VJho, What, When, Whe2. Why).
Environmental Wood Supply (District Energy) submitted a proposal for management and operation of the city's wood recycling center
that reduced costs for the City, ailowed the reassignment of �[reeworkers to tree trimming and removals and ensured a consistent
market for St. Paul tree wood waste. After a review of the proposai and plans for operation, it was deterrnined that this agreement is in
the besY interests of the City.
ADVANTAGESIFAPPROVED'
The operation of the city's wood recycling center wiH be assumed by a private vendor at a reduced cost for the City, the City will not
need to invest hundreds of thousands of dollars in the acquisition and maintenance of wood �hipping equipment, 3 treeworkers will be
reassigned from the operation of the center to tree trimming and removals and there w�ll be a consistent end market for St. Paul tree
wood waste.
DISADVANTAGES IF APPROVED:
None
DISADVANTAGES IF NOT APP20VED
The city would continue to incur the Iiability for operation of the site, additional funding would need to 6e invested in chipping
equipment to meet District Energy's specifications for wood waste, up to 3 employees would not be reassigned to tree maintenance
work and cost savings wouid not be realized.
TOTALAMOUNTOFTRANSACTIONp O CqST/REVENUEBUDGETE�(CIRCLEON� VES NO
F4NDING SOURCE AGTINTY NIIMBER
FINANpAL MFGRMATION (EXPLAIN)
G:1DlVIWPIFo2strylAgreementslWRC greensheef 2003.wpd
o�-a�1
EXHIBIT B
ENVIIt01\TMENTAL WOOD SUPPLY OPERATING PLAN FOR THE
WOOD RECYCLING CENTER
Effective in 2003 and to be modified from time to time as mntnally agreed to by the
parties and provided the City will agree to reasonable modificaLions Environmental
deems necessary for the economical and efficient operafion of the site.
Environmental Wood Supply (EWS) expects to operate the Wood
Recycling Center as follows:
erations:
The wood recycling center will be attended as needed by EWS personnel. The site will be
visited or monitored daily by a representative of EWS to assess site conditions and to
ensure the site is being maintained in the expected condition.
City of St. Paul vehicles will ha�e access to the site at all times for tipping wood waste.
Drivers of authorized velucles will be issued the electronic card/key fob or other means
established by EWS to gain access to the site. Authorized velucles would be those from
government entifies, producers referred to EWS by govexnmental units, and other
producers to which the City does not object with whom EWS has contracted for waste
wood supply.
A delivery pian which will direct the operators of authorized vehicles where to off load
their wood waste will be established and modified from time to time and communicated
as necessary. Tlus plan will be developed with the intent to minimize handling of the
material on the site and to maintain the site in an organized and orderly state.
On an as needed basis, EWS will contract with a reputable third-pariyprocessor to have the
accumulated material processed and delivered to the CHP facility or stockpile processed or
unprocessed wood waste at the Wood Recycling Center for future delivery to the CHP plant.
EWS will develop a detailed site plan. At this time it is expected that the processing,
handling and finished product storage will occur in the central azea of the site currently
used for processing. Truck tipping will occur in the outer edges of the site where
unprocessed material is stored.
Site Improvements:
EWS anticipates installation of an automatic gate with secured electronic access control.
Authorized vehicles may gain access to the site with an electronic card or key fob. The
system will record ffie identification of the velucle upon granting access. A security
system will be installed including recorded surveillance cameras placed so as to deter
unauthorized dumping. Tmprovements to truck access routes on the site may be required
(asphalt or Class 5).
Page 15 of 17
05 -a��
EXHIBIT C- ENVIl20NMENTAL WOOD SUPPLY
CONTEMPLATED IlV�ROVEMENTS
(Effeciive in 2Q03 and to be modified from time to time as mutually agreed
to by the parties)
Gate
Electronic access conh equipment
Security casneras
Class 5 roads
Fence and/or berm along roadway as needed
Page 16 of 17
05-���
EX�ID3IT D— CITY ON-SITE EQUIl'MENT
Pursuant to the provisions of 6.1.6, set forth hereafter is a list of
equipment and materials currently on the WRC site as of February
2003:
The stationary 1975 Nicholson chipper, currently installed at the
site and 2 blade sharpening machines installed on it.
Office trailer
Equipment trailer and contents at time of operational transfer
Page 17 of 17