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07-463COUNCILFII.E#: O — � GREEN SHEET #� 3038304 Presented By: Refeaed to: Resolution City of Saint Paul, Minnesota ! _ (:omm�ttee llate: I WHEREAS, Saint Paul Pazks and Recreation has a contract with Ramsey and Washin�ton Counties to deliver solid waste to 2 the municipal solid was[e processing facility in Newport, Minnesota; and 4 WHEREAS, the processing facility has been sold to a new owner; and 6 WHEREAS, Pazks and Recreation wishes to enter into an agreement with the new owner of the processing facility in order 7 to allow continued municipal solid waste delivery to the site; and 8 9 WHEREAS, the agreemen[ contains an indemnification clause provision whereby Pazks and Recreation, through the City 10 of Saint Paul, would indemnify Resource Recovery Technologies for any losses in connection with the failure of the City to ll perform all obligations under the Agreement; and, now 12 13 THEREFORE BE IT RESOLVED, that the appropriate city authorities are herby authorized to enter into the attached 14 agreement with Resource Recovery Technologies, LLC for municipal solid waste processing which contains an 15 indemnification clause. Requested by: Division of Pazks and Recreation /� BY� I��L��J"�K/ d �G�"� `-c�� Aeiuse Indemnificationxls Page: 1 of 7 Adopted by Council: Date: / , Q Porm Approved by City Attorney -' �—� Adoption Ceifified by Council Secretary �3 � }� � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � D� PR —Parks and Recreation ConWc[ Person & Phone: Jason Wirka 266-6417 Must Be on Council Aaen Doc. Type: RESOLUTIOPI E-Document Required: Y Document ContaM: Jason Wirka ConWCt Phone: 2666477 Date Initiat 02-APR-07 � Assign Number For Routing OMer ToWI # of Signature Pages _(Clip All Locations for Signature) Green Sheet NO: 3038304 0 arks and Rttreation 1 arks and Reereation De arhnent Director � � 2 ' Attomev 3 a or'sOffice Ma or/Assis[ant 4 ouncil 5 ' Clerk Cti Clerk Signatures on the attached resolution authorizing the proper city officials to enter into an agreement (which contains an indemnification clause) with Resource Recovery Technologies (RR'1� whereby the City will be authorized to haul municipal solid waste ro RRT's Newport, MN facility. aanons: t�pprove (.v) or n Planning Commission CIB Committee Civil Service Commission t. Has this person/firm ever worked under a conUact for this depaAment? Yes No 2. Has this person/firm ever been a city employee? Yes No 3. Does this person/firm possess a skiil not normally possessed by any current city employee? Yes No Explain all yes answers an separate sheet and attach Eo green sheet Initiating Problem, Issues, Opportunity �1Nho, What, When, Where, Why): AdvanWges If Approved: Will allow for continued municipal solid waste delivery to the site. Disadvantages If Approved: None RECEIVED MAYOR'S OFFICE Disadvantages If Not Approved: Will not have authorization ro haul municipal solid waste to RRT's Newport facility. �o� :;.,.. � FaF x. 4'",': '�,`"•• a� Transaction: Funding Source: Financial Information: (Expiain) MAY Z � 2007 � •..v. �; "' , . � � April 2, 2007 2;14 PM Page 1 CosURevenue Budgeted: Activity Number: 03171 l'k��';. � `�F ��� � ���� ��������' � ; Ti D7 ALL WASTE DELIVERY AGREEMENT (For Ramsey and Washingfon Counties) This ALL WA�STE DELTVERY AGREEMENT ("Ab eemenY�, made this %��day of ��'�� 200�by and befween RESOURCE RECOVERY TE�HIVOLOGIF. S, LLC,�a P � Delawar hmited Iiab' 'ty company {the "Company'�, and � . �.;,cl _ � �s, . ; �an7 ° `� c name], a w(t; ,L{� [state] corporafion/lnvited liability company, 'th principal offices located at . � " " ;� Sw�f'�3t-� [address] (the "Customer"). 5T-�'a.�(�N�t� sc,je?i WHEREAS, the Customer is currently under contract with Ramsey and Washington Counfies (the "Counties'� to deliver waste to the municipal solid waste processing facility located on Ma�vell Avenue in Newport, IVfinnesota (the "FaciIity") unfil July, 2007; WHEREAS, the Company is a party to that certain Purchase and Sale Agreement with NRG Energy, Ino., pursuant to which the Company will acquire the Facility; WHEREAS, in order to further their compliance with Minnesota statutory and regulatory mandates relating to the processing of municipal solid waste, Ramsey and Washington Counties (the "Counties") became parties to that certain Service Agreement dated as of October, 1986, as amended (the "Old Service Agreement'�, for the provision of resource recovery services at the Facility, WH�REAS, the Counries aze comxnitted to the continuation of municipal solid waste processing, and the Boards of Commissioners of the Counfies have voted to contract with fhe Company for a new Service Agreement (fhe "New Service Agreement'� for a term of six years. for provision of resource recovery services at the Facility, and the New Service Agreement is schedvled to become effective as of January 1, 2007, on which date the Old Service Agreement will be tenninated; WAEREAS, to ensure that the processing of waste continues, the Counties have indicated their intention to exercise their option to purchase the Facility ifthe New Service Agreement does not became effective 7anuary 1, 2007; WHEREAS, under the New Service Agreement, the Company has obtained the authority from the Counties to contract clirectly with re€use haulers for delivery of waste to the Facility; WE�EREAS, the Counfies continue to be committed to resource recovery and, under the New Service Agreement, have agreed to pay a per ton rebate to refuse haulers (the "Hauler Rebate") as described in E�ibit A to this Agreement, for all Acceptable Waste collected in the Counties and de2ivered to the Facility or to any fransfer station that the Company uses to receive and iransfer waste to the Facility; WHEREAS, upon temiination of the Old Service Agreement, the exisfing waste delivery a�eements between the Counties and the various haulers also will terminate; �?��1�3 FVHEREAS, the Company will honor the exis�ng tippin� fee rate structure established by the Counties through 7une 30, 2007; WHEREAS, the Customer is engaged in the recycIing and refuse hauling business; WHEI2EAS, the Company desues to ensure long-term stability of waste processing in the Miuneapolis and Saint Paul, Mivnesota, metropolitau azea, and desires to contract for delivery of a total of approximately 350,000 tons of waste from the refuse haulers servicing the Counties; WHEREAS, the C�stomer desires to dispose or arrange for the disposal of Acceptable Waste at the FaciliTy, and the Company desires to accept Acceptable Waste at the Facility, aIl upon the terms and conditions of this Agreement; and WHER�AS, this Agreement will only become effective upon the satisfaction of certain conditions, including the Company obtaining contracts from refuse haulers servicing the Counties, and providing copies of such contracts to the Counties, that meet cerfain minimum requirements of the Counties relating to hauler participation, uziniu�um tonnages and unifornuty of pricing. These minimum requirements include but aze not limited to the Company obtaining contracts from all current haulers equal to or greater than the current County contracted tonnages. NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the receipt and sufficiency of which is hereby mutually acknowledged, the parties agree as follows: I. DEFIl\TITIONS The following definitions apply to this Agreement: A. Acceptable Waste: Means waste which is acceptable at the Facility. Acceptable Waste shall include garbage, refuse, and other municipal solid waste from residential, commercial, indushial, and community activities wYuch is ;enerated and collected in ag�regate, and which is not otherwise defined herein as Unacceptable Waste. No amount of Hazazdous Waste or infectious waste that is regulated by law is acceptable at the Facility. Acceptable Waste shall also include Acceptabie Household Quantifies and Acceptable Non-Household Waste, as defined herein. Acceptable Waste does not include Recyclable Materials. B. Acceptable Household Quantities: Waste which is otherwise Unacceptable Waste, but which is contained in gazbage, refuse, and municipal solid waste generated from notmal household activities. For the purposes of this definition, "household" includes any permanent or temporary residential dwelling unit. Provided, however, that no amount of Hazardous Waste or any other Waste that is regulated or restricted by law is Acceptable Waste. 2 � 7���� �. Acceptable Non-Household Waste: Waste which is otherwise Unacceptable Waste, but which is contained in gazbage, refuse, and municipal solid waste generafed from commercial, industrial, or community activities, where the quanfity of such Unacceptable Waste contained in any load delivered to the Facility consfitutes an insi�ificant portion of such load. Provided, "however, that no amount of Hazazdous Waste or any other waste fhat is regulated or restricted by 1aw is Accepfable Waste. D. Back-up Faciiity: Means the landfills with which the Company has an arrangement for residue disposal from the Facility which may be used by the C�stomer in the event that Acceptable Waste is being diverted from the Facility. E. Company: Means Resource Recovery Technologies, LLC, the owner and operator of the Facility, and provider of resource recovery services pursuant to the New Service Agreement with the Counfies. F. Counties: Has the meaning set forth in the recitals to this Agreement. G. Customer: Has the meaning set forth in the introductory clause to this Agreement. H. FaciIity: Has the meaning set forth in the recitals to this Agreement. I. Force Majeure: Means any act, event or condition relied upon by a parCy as justification for delay in or excuse from performing an obligation or complying with any condition required of such party under this Agreement, which act, event or condition is beyond the reasonable control ofthe party, its affiliates or agents relying thereon, including, without limitation, (i) an act of God, epidemic, landslide, lightrung, euthquake, fire or explosion, stoim, flood or similaz occurrence, an act ofpublic e�emy, war, blockage, insurrection, riot, general arrest or restraint of govemment and people, civil disturbance or disobedience, sabotage or similaz occurrence; (ii) the order or judgxnent or other act of any federal or state court, administrative agency or governmental office or body; (iii) fhe denial, loss, suspension, expiration, teriuinarion or failure of renewal of any pernut, license or other governmental approval required to operate (including, without limitation, those pemuts required to operate the Facility); (iv) the adoption or change (including a change in interpretarion) of any federal, state, county or local law, rule, permit, regulation or ordinance after the date hereof applicable to the Facility, or the Company, materially adversely affecting its obligations hereunder; or (v) the Company or Facility is for any reason delayed or barred by governmental or judicial action from collecting all or any part of the fees and charges owed to it pursuant to tlus Agreement. In no event will the federal enactment of any flow control legislation be an excuse from perfornung on this Aa eement. 3. Hauler Rebate: Has the meaning set forth in the recitals to this Ab eement. ��-��� K Hazardoe�s Waste: Waste defined as hazardous waste by stata, federal, and county laws, rules, and regulations, as any of ihe foregoing may be amended from time to time. L. HoIidays: I�Tew Yeaz's Day, Memorial Day, Independence Day, Labor Day, Thauksgiving Day, and Christmas Day. M. New Service Agreement: Has the meaning set forth in the recitals to this A,�eement. N. Old Service Agreement: Has the meaning set forth in the recitals to tbis Agreement. O. Recyclable Materials: Means materials that aze separated from miYed municipal solid waste for the purpose of recycling, including paper, glass, plastics, metals, automobile oil, and batteries. Refuse-derived fuel or other material that is destroyed by incineration is not a recyclable material. P. Unacceptable Waste: Waste which is not acceptable at the Facility. Unacceptable Waste shall inciude waste which would likely pose a threat to health or safety or which may cause damage to or materially adversely affect the operatian of the Facility, including but not limited to: explosives; hospital, pathological and biological waste; commercial, industrial, and community Hazardous Waste, as regulated by federal, state and local law; chemicals and radioactive materials; oil sludges; asbestos in idenrifiable quantities; cesspool, domestic sewage or other sewaga sludge; human or axvinal remains; street � sweepings; ash; mniiug waste; sludges; non-combustible demolition and constructian debris, including loads that aze predominantly (i.e., over 50 percent) sheet rock, metal studs/framing, metal siding, garaae doors, lights, bricks, block, or concrete; waste in liquid state; hazazdous refuse of any kind, such as cleaning fluids, used crank case oils, cutting oils, paints, acids, causiics, poisons, and drugs;loads of predominzntly windshields, minors or other autobody glass; loads of predominantly asphalt shingles; and any other materials that may be agreed to from time to time by the pariies. If any governmental agency or unit having appropriate jurisdiction shall determine that certain chemicaLs or other substances which are not curtently considered haz�n ful or of a toxic nature or dangerous, are ham�ful, to�c or dangerous, the Company and the C�stomer shall agree that such chemicals or other substances shail be LTnacceptable Waste. II. CUSTOMER RESPONSIBILITIES A. Delivery of Acceptable Waste. The Customer agrees to deliver to all Acceptable Waste it collects in the Counties. The Customer further a�ees that it will not deliver Acceptable ��' ��� Waste ;enerated in the Counties and collected by the Customer to any landfill, transfer station (other than a transfer station used by the Company), or other solid waste facility except in instances where it first obtains prior w consent from the Company to do so. Z. The �sfomer may deliver Acceptable Waste directly to the Facility or if availabie, to a transfer station that is used to receive and transfer waste to the Facility. The C�stomer agrees to use its best efforts to auoid delivering any Unacceptable Waste to the Facility and sha11 not knowingly mix any Unacceptable Waste with Acceptable Waste. B. Acceptable Waste Separated from Recyclable MateriaIs. ff the Customer separates recyclable materials from Acceptable Waste, the Customer shall deliver the Acceptable Waste sepazated from recyclable materials to the Facility. C. Waste Origin. The parties agree that the purpose of this Agreement is to assure that only Acceptable Waste generated and collected in Ramsey and WashinD on Counties is delivered by the Customer to the Facility. The parties acknowledge that there will be times when waste generated in other counties is collected along with waste from the Connfies for operational and routing efficiency. The parties agree that the incidental delivery of sma11 axnounts of waste from otYzer counties is allowed under this Agreement, so long as the Customer agrees that, before any such incidental delivery of waste can occur, it will provide the Company with, and update as necessary, a list of generators from where Acceptable Waste wi11 be dekvered from other counties, and the Company agrees in writing that the list of generators, as updated by the C�stomer, is incidental delivery of small aznounts of waste. E. Rejection of DeIiveries. the Customer may be denied entrance to the Facility (or to a transfer station serving the Facility) by the Company if waste is delivered af any f9me other than the Facility's (or transfer station's) standard receiving hours or if the Customer has not paid the Tipping Fee, or if the Company has a reasonable basis to believe that a vehicle contains Hazardous VTaste or a significant amount ofUnacceptable Waste. F. Tipping Fee. The Customer shall pay to the Facility the following tipping fee for each ton of Acceptabie Waste delivered by the Customer to the Facility (the "Tipping Fee"): Period Tinning �ee 7anuary l, 2007 — 7une 30, 2007 $46 July 1, 2007 — December 31, 2007 $50 January l, 2008 — December 31, 2008 �55 a�-�c�� 7anuary 1, 2009 —Decemher 31, 2009 $59 7anuary 1, 2010 — December 31, 2010 $64 January l, 2011— December 31, 2011 $68 7anuary 1, 2012 — December 31, 2012 $72 The Customer will be eligible to receive the Hauler Rebate from the Counties for every ton of Acceptable Waste delivered to the Facility. The Company may confract for the use of a transfer station to receive and transfer waste to the Facility. In its sole discretion, the Company may charge an additional fee for the use of the �ansfer station and any such fee shall be over and above the Tipping Fee. G. Back-up Facility. If the Facility cannot receive the waste, the Company will provide access to the Back-up Facility. If the Customer chooses to deliver waste to said Back-up Facility, the Customer shall pay the amounts that would have othercvise been payable to the Facility. If the G�stomer chooses not to deliver Acceptabte Waste to the Back-up Facility, the Company shall ha�e no further obligation pursuant to this A�eement to the C�stomer regarding such disposal. FurEhermore, the Customer ao ees to indemnify the Company with respect to such disposal in a manner idenrical to the Company's indemnification of #he C�stomer under Section IX.B of this Ab eement. H. Use of FaciHty. The Customer agrees that it wiIl comply with such reasonable rules and rea lations regarding the use of the Facility as the Company may periodically adopt. I. L'acensing and Comgtfiaace wath Law. The Customer agrees to (1) maintain and comply with the requirements of the county base and operatang licenses and (2) comply with all federal, state or local laws, rules, regulations or ordinances. J. Mattresses. In addition to all other chazges, the Customer agrees to pay to the Company the mattress charge established by the Company from tixne to tnne. III. COMPANY RESPONSLBILITIES A. Back-up FaciIity. The Company will specify the Back-up Facility fos this Agreement and notify the Customer of any changes. B. Rebates. The Company will provide reasonable assistance to the C�stomer in order for the Customer to receive the Hauler Rebates from the Counties. In no 0 (� 7� ��?� event, however, will the Company be obligated to pay the Customer any such Hauler Rebates. C. Compliance with Law. The Company agrees to comply with all federal, state or local laws, ntles, regulations oz oidinances. N. TERM. This Agreement shall be in effect from January 1, 2007 through December 31, 2012. V. RENEWALS. It is tha intent of the Company and the C�tstomer to continue deliveries to the Facifity to opfimize its capacity beyond the term of this Agreement. T`herefore, this Agreement may be renewed upon mutually agreeable terms or be replaced by another mutually acceptable mechanism for specifying waste delivery to the Facility. VI. F2�MEDIES. The Company may enforce this Agreement through specific performance. In addition, the Company is entitled to liquidated damages for Acceptable Waste that the Customer fails to deliver to the Facility. In the event the Customer breaches this Agreement by delivering Acceptable Waste to a facility not authorized hereunder, and if, after five (5) days after receiving written notice from the Company, the Customer continues to deliver Acceptable Waste in violation of the Agreement, the Customer shall pay to the Company liquidated damages and reasonable legal fees and costs incurred in obtaining liquidated damages. The liquidated damages sliall be the applicable Tipping Fee per ton of Acceptable VJaste collecfed in the Counfles but not delivered to the Facility. Such amount of tons of Acceptable Waste collected but not delivered sha11 be the amount of Acceptable Waste delivered by the Customer to the Facility the previous yeaz during the same time period as the time period of the breach. For the purpose of determining tonnage amounts for remedies pursuant to this Secfion, the tonuage calculations shall be the total tons of Acceptable Waste collected by the Customer minus the total tons actually delivered to the Facility during the year. VII. FOFtCE MAJEURE. In the event any party is rendered unable, wholly or in part, by an event of Force Maj eure to cany out any of its obligatians under this Agreement, then the obligations of such pariy, to the extent aff'ected by such an event of Force Majeure and to the extent that reasonable business efforts are being used to resume performance at the eazfiest practicable time, skall be suspended during the continuance of any inability so caused by the event of Force Maj eure but for no longer period. Any time thaf a party intends fo rely upon an event ofForce Majeure to excuse or suspend its obligations hereunder as provided in this secrion, such pariy sha11 notify the other party as soon as is reasonably practicable, describing in reasonable detail the circumstances of the event of Force Maj eure. Nofice shall again be given when the effect of fhe event of Force Majeure has ceased. VIII. TERR'�TATTON A. Termination. The parties may teiminate this Agreement as follows: �7���� The parties may terminate this A�eement at any tisne upon mutual written a,reement. 2. Either party may temunate this A,�eement by providing notice to the other party if the other party commits a material breach of tYiis Agreement, and the breach is not cured within 30 days after receipt of notice from the party not in breach, stafing the nature of the breach. 3. Either party may teiminate this Agreement by providing notice to the othet pazty in the event o f any proceedings, voluntary or involuntary, in banlavptcy or insolvency by or against the other party, or the appointment with or without such other party's consent of an assignee for the benefit of creditors or of a receiver for such other pariy, or the going into liquidation voluntarily or otherwise for the maldng of a composition with creditors of such other parCy. 4. The Company may terminate this Agreement by providing nofice to the C�stomer in the event of a tennination or expiration of the New Service Agreement, as may be amended (or any replacament service agreement with the Counries) or in the event of a temunation or expiration of the Fuel Supply Agreement with Xcel Energy, Inc., as may be amended (or any replacement fuel supply agreement). B. Effect of Ternuuation� Termination under tlus Section VIII will cause all rights and obligations of the parties under this Agreement to tern�inate without any liahility of any parLy to any otIier pariy, except that tenuination will have no effect on performance obligations or amounts to be paid that haue accrued up to the date of such tennination. In addition, the indemnification obligations contained in Section IX of this Agreement will survive the termination of tlus Agreement. IY. INDEMNIFICATIdN A. Iedeannaf'aeat�an of Co��any. The Customer agrees to defend, indemnify, and hold harmless the Company, its offieers, agents, and employees from any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including reasonable attomey's fees, resulting directly or indirectly from any act, or omission, of the Customer, its officers, agents, employees or contracfors, or anyone whose act, or omission, any of them may be liable for in the perfoxmance of the services required by this Agreement, and against a11 loss by reason of the failure of said C�stamer to perForm fully, in any respect, all obligarions under this Agreement. B. Indemnificafion of Customer. The Company a�ees to defend, indemnify, and hold hannless the Customer agaiust liability for removal or remedial acfions under the Comprehensive Environmental Response, Compensation and Liability Act and the Minnesota Environmental Response and Liability Act for a release or D�'�(.�� threatened release of hazardous substance from Acceptable Waste delivered by the Customer pursuant to this Agreement to the Facility and not rejected by fhe Facitity. It is understood and agreed that the Company's duty to indemnify the Customer shall be null and void i£ The Customer, without the express written consent of the Company, assumes any obligation, makes any.payment, incurs any expense, or compromises in any way a claim covered by this indemnificafion; 2. The Customer fails to give timely notice of claim and provide copies of documents as required; or 3. The Customer fails to cooperate with the Company in the znvesrigation, settlement, or defense of the claim or suit. C. Defense of Claim(s). The Company shall provide legal representation through legal counsei of its choice for a defense of claims asserted against the Company, the Customer and/or other waste.haulers if those claims are indemnified by the Company izuder this section. In its sole discretion, the Company may choose to provide legal representation through coaunon counsel or sepazate counsel to represent the Customer for said claims. Tke C�stomer shall be solely responsible for defending cia'vns or portions of claims not indemnified by the Company under this section. The Customer agrees that: (1) it will not claim or assert, that based solely on common counsePs past or present representafion of the Customer, said counsel hzs a conflict of interest in performing legal services under this section; (2) it will not claim or assert, that based solely on common counsel's representation under the terms of tbis Agreement, said counsel has a conflict of iaterest ia ccn:.ec�en �:th any regreser.tz±ion Of 2riy oLhe?' peiSOn or entjty in � matter pending; and (3) in the event that any legal conftict develops in the continued representation of the Company and other waste haulers, the Customer may consent to ha�e tIie common counsel continue to represent it under this secfion. Nothing in this Agreement shall prevent the Customer from retaining, at the Customer's sole expense, its own couisel for the defense of claixns indemnified by the Company under this section in the event a conflict of interest e�sts. The Customer agrees to assi� to the Company all claims the Customer may have that arise in connection with claims indemnified by the Company. X. CONDITIONS PRECEDENT. The Company and the Customer agree that this A�eement will be null and void and of no further force or effect in the evenE one ar more of the following conditions precedent remain unsatisfied on March 1, 2007: A. Acquisition of the FaciIity. The Company will have closed on its acquisition of the Facility pursuant to that certain Purchase and Sale Agreement with NRG Energy, Inc. U�-��� B. 1��ew Service Agreement. The New Service A�eement will have become efFective and will be in effect. C. Connty Option to Purchase. "I'he Counties' option un@er the Oid Service A�eement to purchase and operate the Facility will not have been exercised_ D. Contracted Tonnage. The Company will have obtained combined contracts from refuse hauters seivicing the Counties tbzt meet certain m;n;mum requirements of tt�e Counties relating to hauler parfacipation, m;n;mum tonnages and uniformity of pricing. XI. BINDING EF�ECT. This Agreement shall be binding upon and inure to the benefit of the respective parties, their heirs, representatives, successors and assigns. XII. ENTIRE CONTRACT, MOAIFICATION AND WAIVER. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all priar and contemporaneous agreements and understandings of the parties. There aze no warranties, representations or ofher agreements between the parties in connectian with the subject matter hereof, except as specifically set forth herein. No supplement, modification or waiver of this Agreement shall be binding unless it is executed in writing by the party to be bonnd thereby. No waiver of any of the provisions of this Agreement skall be deemed or shall constitute a waiver of any other provisions hereof, whether or not similar, nor shall such waiver constitute a continuing waiver. XIII. INDEPENDENT CONTF2ACTOR. For the purposes of this Agreement, the Customer shall be deemed to be an independent coniractor, and not an employee or agent of the Company. Any and all agents, servants, or employees of the C�stomer or other persons, while engaged in the perfoxmance of any wnrk or services required to be performed by the Company under this Agreement, sha11 not be considered employees or agents of the Company and any and all claims that may or might arise on behalf of the Company, its agents, servants or employees as a consequence of any act or omission on the part of the C�stomer, its agents, servants, employees or other persons shall in no way be the obligation or responsibility of tha Company. The Customer, its agents, servants, or employees shall be entitled to none of the rights, privileges, or benefits of Company employees except as otlzerwise may be stated herein. XIV. GOVERNING LAW. This Agreement shall be interpreted and construed according to the Iaws of the State of Miunesota, excluding the State of Minnesota's choice of law provisions. The Customer agrees to accept service of process in the State of Minnesota, and the parties a�'ee that all litzgation shall be venued in the Minnesota Dishict Court, Second Judicial District. XV. SEVEItABILITY. In case any one or more of the provisions contained in tlus Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shaIl not effect any other provision of this 10 a�-��� Agreemextt, but ihis Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been confained herein. XVI. ASSIG�MENT. The Customer sha11 not delegate, assi�, subcontract, or transfer any of its duties or interests in tlus Agreement, whether by subcontract, assignmerit, delegafion ar novation without the written consent of the Company, which consent shall not be unreasonably withheld. XVII. MERGERS ANB ACQUISTTIONS A. Maintenance of ObIigations. the C�stomer sha11 maintain its existence and shall not dissolve or otherwise dispose of all or substantially all of its assets, and shall not allow itself or its routes to be acquired, and shall not consotidate with or merge into another coxporation, association, or entity or pemut any other corporafion, association, or entity to consolidate with or merge into it unless the _ acquiring, surviving, resuiting or transferee corporation, association, or other enrity, as the case may be, if other than the C4�stomer, assumes all of the obligafions of the Customer under this A�eement. B. Another Customex. If the Ctzstomer acquires one of the Company's haulers or its routes, the G�stomer shall assume the acquired hauler's contract with the Company and, in addition to continuing to meet its own obligations, the Custor�er shaIl deliver the acquired hauler's contracted Acceptable Wastes to the Facility. C. Customer Not Under Company Contract. If the Customer acquires a hauler or the routes of a hauler servicing the Counties that is not under a waste delivery a�eement with the Company, the Customer shall immediately notify the Company and provide a written statement of the Acceptable Waste collected in the Company by the acquired hauler or on the acquired routes during the previous twelve months. XVfII. DISCLOSURE. The Company may, at its sole discretion, disciose the terms and canditions of this Agreement to any third parLy without the consent of the Customer. The Customer acknowledges and a�ees that such disclosure is necessary in order to safisfy conditions precedent to the effecfiveness of fhis Agreement. IN WITNESS «'HEREOF, the parties have executed this Agreement on the date set forth above. CK�7�►IP .�� � �.: �' r'� o� � l c�c�� _ RESQURCE RECOVERI' TECHNOLOGIES, LLC, a Delawaze limited liability company � i reCh," p� ` ctr . C- 11 b�7'�ff� � /�P����� �,�: B (printed name) Its: FinianleC— ��R. (printedtitle) GP:1983439 v4 B (printed na.me} Its: �s� _ '.. � f� (Printed fitle) � IZ �-�-� �� .:,,: Conntv Hauler Rebates Period Hauler Rebate* January 1, 2007—December 31, 2007 $12 7anuary 1, 2008 — December 31, 2008 $12 January 1, 2009—December 31, 2009 $12 January 1, 2010—December 31, 2010 $12 January l, 2011—December 31, 2011 $14 Jauuary i, 2012 — December 31, 2012 $14 * All Hauler Rebates will be paid by the Counties directly to the C�stomer. The Company is not respoasible for obtaining Hauler Rebates on behalf cf the Customer or for paying Hauler Rebates on behalf of the Counties. The Company will have no fiability or obligation in the event the Counries fail to pay the FIauler Rebates to the Customer. GP:1983439 v4 13