HomeMy WebLinkAbout2007-129 - Agreement with DeffenbaughBILL N0.2007-129
ORDINANCE N0.2007-129
AN ORDINANCE AUTHORIZING THE CITY OF RIVERSIDE TO ENTER INTO A
SANITATION COLLECTION AND DISPOSAL AGREEMENT WITH, AND PAY CERTAIN
FUNDS TO, DEFFEN~AUGH INDUSTRIES, INC.
WHEREAS, The City of Riverside, Missouri ("City") has solicited and received bids for
sanitation services, including collection of residential waste, City waste and recyclables; and
WHEREAS, the City has reviewed the bids it received for such services, and determined the bid
submitted by Deffenbaugh Industries, Inc. (Deffenbaugh), to be the lowest and best bid; and
WHEREAS, the City and Deffenbaugh have negotiated the terms of agreement for the provisions
of such sanitation services, and
WHEREAS, the City's Boazd of Aldermen believes that it is in the City's best interests to enter
into an agreement with Deffenbaugh for such services/
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF RIVERSIDE,
MISSOURI AS FOLLOWS:
Section 1. The City of Riverside shall enter into a Sanitation Collection and Disposal
Agreement with Deffenbaugh Industries, Inc., whereby Deffenbaugh will provide residential trash and
waste collection, trash and waste collection at specific City buildings and pazks, and curbside recyclables
collection, and whereby the City shall pay to Deffenbaugh certain collection fees as provided in the
attached agreement (the "Agreement').
Section 2. The Mayor is authorized and directed to execute the Agreement, in substantially
the form attached hereto as Exhibit A, with such changes as the Mayor shall approve, execution of such
document being conclusive proof of such approval. The Mayor is authorized and directed to perform all
acts and execute any other documents necessary or desirable to effectuate the intent of this Ordinance.
Section 3. This ordinan[c~e shall take effect immediately.
ADOPTED and PASSED this ~ ~3ay of November, 2007.
or Kathleen L. Rose
A S
Ci er
SANITATION COLLECTION AND DISPOSAL AGREEMENT
THIS AGREEMENT is made and entered into this; 20th day of November 2007, by and
between the City of Riverside, Missouri, a Missouri fourth-class city under the laws of Missouri
("City") and Deffenbaugh Industries, Inc., a Missouri corporation ("Deffenbaugh").
IN CONSIDERATION OF the mutual promises, covenants, and agreements herein contained,
the adequacy and sufficiency of which are hereby acknowledged, the parties do mutually promise,
covenant and agree to the following:
Term. The term of this Agreement shall commence on January 1, 2008, and shall continue
until, and terminate on, December 31, 2009 (the "Term"). In addition, the City shall have the
option, exercisable in its sole discretion, to extend this Agreement for one (1) additional year
(the "Option"), at the rates of compensation to Deffenbaugh provided below, the exercise of
such option to extend the Term to December 31, 2010. In the event that the City determines
to exercise the Option, it shall notify Deffenbaugh forty-five (45) days written notice of such
determination prior to the termination of the Term.
2. Solid Waste Defined. For purposes of this Agreement, the term "Solid Waste" shall include:
a) Garbage, which includes animal or vegetable waste resulting from the handling,
prepazation, cooking, serving or consumption of food from homes, kitchens,
apartments, hotels, restaurants, stores, mazkets, places of businesses, and similar
establishments;
b) Rubbish, which shall include waste paper, rags, cartons, boxes, excelsior, leather,
cloth materials, tin cans, glass, crockery, ashes from heating plant furnaces and
fireplaces, or other materials light in weight and easily handled, or a combination of
any two or more of the foregoing types of materials; and
c) Residential rubbish, which shall include small furniture, bundled rugs and padding,
toys, tools, and other comparable materials. For purposes of this Agreement, Solid
Waste shall not include hot ashes or cinders, shrub trimmings, yazd trimmings, tree
trunks or limbs, street sweepings, catch basin muck, construction materials,
appliances, lazge furniture or Hazazdous Waste. Hazazdous Waste Defined.
For purposes of this Agreement, the term "Hazardous Waste" means
i. asbestos in any form;
ii. any substances defined as or included in the definition of "hazardous
substances," "hazardous waste," "hazardous materials," "extremely
hazardous wastes," "restricted hazardous wastes," "toxic substances;' "toxic
pollutants," "contaminants" or "pollutants," or words of similaz import, under
any applicable federal, state or local statue, law, rule, regulation, ordinance,
code, policy, or rule of common law now or hereafter in effect and in each
case as amended, and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree or judgment,
relating to the environment, health and safety; and
iii. any other substance exposure to which is regulated by any govelluuental
authority.
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3. Collection Area and Collection Points Defined.
a) For purposes of this Agreement, the term "Collection Area" shall mean all that land
within the corporate limits of the City and incorporated by the City.
b) For purposes of this Agreement, the teen "Collection Points" shall mean each
dwelling, home, duplex, residence or other such building or location which is an
originating source of Solid Waste and/or Recyclable Items and from which such
waste and items shall be collected under this Agreement. The initial total number of
Collection Points contemplated by this Agreement is set out in Exhibit A attached
hereto, and may be modified from time-to-time by the City. All Solid Waste set out
by residents at Collection Points must be done so in compliance with Riverside City
Code §§ 225.020 and 225.030.
4. Residential Services. Deffenbaugh hereby covenants and agrees to furnish all of the
necessary vehicles, trucks and other equipment and to do the work and provide the service of
collecting, removing and disposing of all Solid Waste in conformance with this Agreement,
from all Collection Points ("Residential Services"). Deffenbaugh further covenants that it
shall be able and prepared to commence provision of the Residential Services on or before
the commencement of the Term and uninterrupted during the Term. Deffenbaugh shall
collect Solid Waste from each Collection Point on a weekly basis.
5. Bulky Items. Deffenbaugh shall provide for the collection of bulky items at the curb on a
weekly basis, which includes any and all types of trash which will not fit into residential
trash receptacles, provided that such item can be carried to the curb by two (2) persons and
does not exceed sixty pounds (601bs).
6. City Collection Services.
a) Deffenbaugh hereby covenants and agrees to:
i. Furnish all of the necessary vehicles, trucks and other equipment and to do
the work and provide the service of collecting, removing and disposing of all
Solid Waste in conformance with this Agreement, from all public buildings
identified on Exhibit B attached hereto (the "Public Buildings"); and
ii. Provide suitable containers to the City, from which such Solid Waste maybe
collected and removed and which containers shall be in compliance with City
Code § 225.030 (except that the containers may exceed the capacity and
weight limits provided therein) (the "City Containers"), for the Public
Buildings as identified on Exhibit B attached hereto.
b) Deffenbaugh shall collect Solid Waste from the Public Buildings on a weekly basis.
c) The services described in this Section 6 shall be collectively referred to in this
Agreement as the "City Collection Services." Deffenbaugh further covenants that it
shall be able and prepared to commence provision of the City Collection Services on
or before the commencement of the Term and uninterrupted during the Term.
7. Recycling Services.
a) Deffenbaugh, during the Term of this Agreement, hereby covenants and agrees to
furnish all of the necessary vehicles, trucks and other equipment and to do the work
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and provide the service of collecting, removing and disposing of all recyclable items,
as further defined below, whether such items are sorted or unsorted, in conformance
with this Agreement, from all Collection Points ("Recycling Services"). For purposes
of this Agreement, "Recyclable Items" shall mean newspaper, corrugated cardboard
boxes, plastic bottles (i.e., soda bottles, milk bottles, etc), tin cans, steel cans and
aluminum cans.
b) Though Deffenbaugh shall provide notice to residents that Recyclable Items should
be placed at curbside for collection and removal in clear or transparent bags,
Deffenbaugh may, in its discretion, offer suitable containers to residents from which
Recyclable Items maybe collected and removed, such containers to be accepted by
residents in each resident's sole discretion; such containers shall be light-weight and
all-weather containers, and shall have a capacity of no less than twenty (20) gallons
and no more than thirty (30) gallons (the "Recyclables Containers"). Should
Deffenbaugh determine to offer such Recyclables Containers to residents, any fee
which Deffenbaugh determines to charge for such Recyclables Containers shall be
assessed to and paid by the resident requesting such Recyclables Containers.
Deffenbaugh hereby agrees and covenants that no resident shall be required to obtain
any Recyclables Containers and may participate in the Recyclable Services without
obtaining any Recyclables Containers, and further agrees and covenants that the City
shall have no liability, and shall not be required to pay any fee, for any Recyclables
Containers provided to any resident pursuant to this Section 7(b).
c) Deffenbaugh agrees that it shall provide written directions and information to all
residents regarding the Recycling Services. Deffenbaugh acknowledges and agrees
that each resident's participation in the Recycling Services is voluntary and solely at
the discretion of each resident, and that no resident shall be fined, charged or
otherwise adversely impacted should any resident determine not to participate in the
Recycling Services and/or to obtain any Recyclables Containers.
d) Deffenbaugh shall provide to the City a detailed written report which describes the
volume of Recyclable Items which has been collected in the Collection Area, as well
as the number of Collection Points at which Recyclable Items are being collected,
within ten (10) days of the end of each quarter during the Term.
e) Deffenbaugh shall not dispose of any Recyclable Items in, or otherwise remove any
Recyclable Items to, any sanitary landfill, waste disposal site or other facility which is
not prepared for and dedicated to the recycling of the Recyclable Items. Should
Deffenbaugh do so, such action shall be considered a breach of this Agreement.
f) Deffenbaugh shall collect Recyclable Items from each Collection Point on a weekly
basis.
8. Collection Equipment. Deffenbaugh shall complete its obligations under this Agreement by
using vehicles, trucks and other equipment for collection which shall be substantial, non-
leakable, sanitary and in clean condition at all times. Vehicles and trucks shall be constructed
and covered so as to prevent spilling out or leaking of contents, and to further conceal
contents from view except when being loaded or unloaded. Failure to keep any vehicle,
truck, or other equipment in a generally operable condition and in conformance with this
Section and Riverside City Code § 225.085(E) shall cause exclusion of that equipment from
the performance of collection services under this Agreement.
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9. Performance of Services.
a) Deffenbaugh shall provide the Residential Services, City Collection Services and
Recycling Services (referred to collectively as the "Services") with as little
disturbance as possible. Deffenbaugh shall observe all City ordinances relating to the
obstruction of streets, keeping passageways open and protecting the same, and shall
obey all laws and City ordinances governing, controlling or limiting Services and
those employees engaged in Services.
b) Deffenbaugh shall not litter the premises in the process of providing the Services. In
the event that Deffenbaugh does cause littering, spillage or otherwise causes the
premises at which the Services are being provided to suffer a less than clean and
sanitary condition, Deffenbaugh shall immediately clean and restore the affected
premises to a clean and sanitary condition. Deffenbaugh shall transport all Solid
Waste in such a manner as to prevent it from spilling or blowing from the vehicles,
trucks or other equipment used by Deffenbaugh in the performance of the Services.
Failure to comply with this Section 9(b) maybe grounds for termination or
cancellation of this contract, and further may constitute an event of Default by
Deffenbaugh, provided however that Deffenbaugh shall have a period of five (5)
business days after receipt of a written notice of termination, cancellation or default to
cure any such non-compliance or default.
c) Deffenbaugh shall, after collecting Solid Waste at Collection Points, return waste
container(s) and/or trash can(s) and lid(s) to the same place or area at which it was set
out, in the same condition in which it was found.
d) Deffenbaugh shall not cause damage other than ordinary wear and tear to waste
containers set out by residents for collection of their contents. Should the City, upon
its own investigation or upon investigation of a complaint received by it, determine
that employees or others related to Deffenbaugh have caused a waste container to be
damaged or handled in any manner, and Deffenbaugh has not taken reasonable and
appropriate measures to remedy the situation, the City shall have the right to assess
those penalties contemplated in Section 19. This paragraph shall not apply to those
waste containers provided by Deffenbaugh free of charge or without cost to the
residents.
e) Deffenbaugh shall not commingle Solid Waste collected within the Collection Area
pursuant to this Agreement in its trucks or equipment with any Hazardous Waste.
f) Deffenbaugh shall not commingle Recyclable Items collected within the Collection
Area pursuant to this Agreement in its trucks or equipment with any Solid Waste,
Hazardous Waste, or other collected garbage or refuse.
g) Deffenbaugh shall provide written directions and information to all residents
regarding the Services, including the schedule for collection and any applicable rules
or regulations for collection.
h) Should a resident set out for collection any item or package of items not
contemplated for collection under this Agreement or which is otherwise unsuitable
for loading, Deffenbaugh shall notify the resident of such violation by tagging the
unsuitable items with written information explaining the nonconformance.
Deffenbaugh shall create, print, and replenish its supply of such tags at no cost to the
City.
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i) Deffenbaugh shall dispose of all Solid Waste in accordance with the requirements of
Chapter 260 of the Missouri Revised Statutes, as amended, and any applicable
implementing regulation and applicable federal or local statutes, regulations or
ordinances.
10. Special Services.
a)
From time to time, the City may request in writing that Deffenbaugh vary its normal
route and schedule of collection due to special events or emergency conditions.
Emergency conditions shall occur in the event of hurricane, tornado, major storm,
natural disaster or other such event, the occurrence of which shall allow the City to
request Deffenbaugh to provide additional Services to aid and assist the City in
cleanup after such event. Deffenbaugh shall be compensated for such additional
assistance and maybe granted a variance from its regular routes and schedules.
Deffenbaugh will reasonably attempt to comply with the City's request, however,
Deffenbaugh shall only be obligated to comply with any such request if Deffenbaugh
is able to comply without undue hardship, and compliance is both reasonable and
feasible.
b) Upon receiving a proper request from a City resident, Deffenbaugh shall schedule and
complete a Special Pickup. A Special Pickup includes collection and disposal of
certain items of Solid Waste which would not normally be collected upon completion
of normal provision of the Services, including, but not limited to appliances, large
furniture and construction materials. The fee or rate for such Special Pickup shall be
established by Deffenbaugh and communicated to the City resident requesting such
Special Pickup before such collection is made. The City resident, and not the City,
shall be fully and solely liable for payment of such costs and fees.
11. Payment of Fees.
a) In consideration of the full and complete performance of all provisions of this
Agreement by Deffenbaugh, the City agrees to pay Deffenbaugh compensation
determined according to the following compensation schedule. Such compensation
shall be paid monthly and within thirty (30) days of the receipt of the invoice related
to the month's Services.
2008, 2009, and 2010(City Option)
Residential Services 2008, $11.95 per Collection point per month; 2009 $11.95 per
Collection point per month; 2010, $11.95 per Collection point per month.
City Collection 2008, $2,352.00 for the year; 2009, $2,352.00 for the year; 2010,
$2,352.00 for the year
Services:
Recycling Services 2008, $2.75 per Collection Point per month; 2009, $2.75 per
Collection Point per month; 2010, $2.75 per Collection Point per month
* Does not include cost of City Collection Services provided for the Public Works
building; terms of such collection described at Section 11 (b) below.
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b) For City Collection Services provided at the City's Public Works building, the City
may determine to obtain any of the following open-top containers for on-call
collection services for the service fees described below:
i. For a four yazd container, $11.00 per haul;
ii. For a six yard container, $13.00 per haul;
iii. For an eight yard container, $16.25 per haul; and
iv. For a forty yard container, $219 up to 4 tons per haul, provided that no such
collection shall involve collection of over eight (4) tons. For each ton or
portion of a ton over eight (4) tons, there shall be an additional fee of $26.00.
12. Collection Schedules.
a) Unless approved in advance in writing by the City Administrator, no collection shall
be made on Sundays or on the following holidays: New Year's Day, Martin Luther
King Day, Memorial Day, Independence Day, Labor Day, Veteran's Day,
Thanksgiving Day and Christmas Day. If a regularly scheduled collection falls on one
of the aforementioned holidays, that collection shall occur on the next business day.
b) All collections shall be made between the hours of 7:00 a.m. and '7:00 p.m. and at no
other time.
c) Should Deffenbaugh determine to change or alter its Collection Schedule,
Deffenbaugh shall first obtain the approval of the City Administrator and then, at no
additional cost to City, provide written notice of such change to each resident having
its collection services affected. Such notice shall be delivered not less than seven (7)
days prior to the change in collection schedule.
13. Hazardous Waste. Deffenbaugh shall not be required to collect and dispose of Hazardous
Waste, but may offer such services to residents through other agreements with such residents.
Collection and disposal of Hazardous Waste is not a part of this Agreement, but if provided
by Deffenbaugh, such collection and disposal shall be in strict compliance with all federal,
state and local laws and regulations. The City shall not be considered the generator of any
Hazardous Waste collected or disposed of by Deffenbaugh pursuant to this Paragraph.
14. Insurance and Bonds. Deffenbaugh shall maintain the following insurance and performance
bonds for all Services arising out of this Agreement. Unless otherwise specified in this
Agreement, Deffenbaugh shall maintain such insurance as will protect Deffenbaugh for
claims under Worker's Compensation acts, and protect it from claims for damages because of
bodily injury, including death and property damage, and claims made by any governmental
agency or third person because of harm to the environment, which may in any way arise out
of or be in any manner remote to or any proximate manner connected with the performance
of this Agreement, whether such claim arises out of the act or failure to act by Deffenbaugh,
its employees, assigns, agents, subcontractors, or any other party for which it maybe liable.
This insurance shall be written in the kinds and minimum limits of liability specified below:
Description of Property Limits of Liability
Worker's Compensation Statutory
Employer Liability $1,000,000.00 per employee
Comprehensive General
Liability, including contractual: $1,000,000.00 per employee
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Bodily Injury
Property Damage
$1,000,000.00 per injury
$ 500,000.00 per occurrence
Comprehensive Automobile, including owned and non-owned and hired vehicles:
$2,000,000.00
Bodily Injury Property Damage $1,000,000.00 per injury
$100,000.00 per occurrence
Such insurance shall be maintained in force during the term of this Agreement. Such
insurance policies shall specifically name the City as an additionally insured party.
Certificate(s) of Insurance shall be filed with the City evidencing that the policy or policies
are in full force and effect and that the same will not be altered, amended or terminated
without thirty (30) days prior written notice to the City. Deffenbaugh shall furnish the City
with adequate evidence that Deffenbaugh has obtained and is maintaining in force Worker's
Compensation insurance as prescribed by the law of the State of Missouri.
15. License. Before Deffenbaugh may begin the Services under this Agreement, Deffenbaugh
shall provide evidence to the City of its ownership of all permits and licenses required bylaw
or ordinance, including Missouri Revised Statute Chapter 260 and City Code § 225.085,
which evidence shall be filed by Deffenbaugh with the City Administrator. Deffenbaugh
shall be solely responsible for maintaining in full force all applicable and required permits
and licenses.
16. Additional Collection Points. Should new homes, dwelling, duplexes or other residences be
constructed within the Collection Area, Deffenbaugh shall provide the Services to and be
compensated for such new Collection Points. Deffenbaugh shall discontinue the Services at
Collection Points which have been left vacant, but shall resume the Services when such
vacant locations are once again occupied. Should the City annex or incorporate new parcels
of land, such area land shall become within the Collection Area, and thus, Deffenbaugh shall
provide the Services thereto within thirty (30) days of receiving written notice of such
addition the City and Deffenbaugh shall be compensated for such Services.
17. Indemnification. Deffenbaugh shall defend, indemnify and hold harmless the City and any
of its agencies, officials, officers, or employees from and against damages, liability, claims,
fines, allocations, losses, costs, and expenses, including reasonable attorneys fees, arising out
of or resulting from any act or omission of Deffenbaugh, its employees, agents, or
subcontractors, or others for whom Deffenbaugh is legally liable, including violations of any
federal, state or local statute, regulation or ordinance relating to the protection of the
environment, in connection with the Services or any obligation of Deffenbaugh hereunder.
Deffenbaugh shall immediately provide the City, in accordance with Paragraph 23, with a
copy of any Complaint, Notice of Violation, demand, claim, inspection report, or similar
document, alleging that Deffenbaugh is not in compliance with its obligations under this
Agreement.
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18.Office and City Liaison. Deffenbaugh shall maintain an office where complaints, requests
for Special Pickup or other communications maybe received from residents and officials of
the City (the "Office"). The Office shall be equipped with sufficient telephones and have
sufficient personnel on staff to respond to such communications. The Office shall be staffed
during collection hours and shall be opened during normal business hours from 8:00 a.m. to
5:00 p.m. during the week. In addition, Deffenbaugh shall provide a telephone answering
service to receive customer inquiries during those times when the Office is closed.
Deffenbaugh shall notify the City in writing of its employee designated to be the liaison
between Deffenbaugh and the City with regard to complaints regarding the Services. All
complaints received by the Office and/or the liaison shall be promptly investigated by
Deffenbaugh.
19. Unsatisfactory Service. A penalty of eight dollars and ninety-five cents ($8.95) shall be
assessed against Deffenbaugh for each Collection Point which is missed on any collection
day, provided, however, that Deffenbaugh shall not be penalized for a missed Collection
Point if collection is made within 24 hours of receiving notice of any missed Collection Point
or such other reasonable period of time under the circumstances. Damages under this Section
shall be deducted from any sums next payable to Deffenbaugh pursuant to Section II of this
Agreement. Deffenbaugh shall not be penalized under this Section, if such failure to collect
shall be caused by fire, riot, civil commotion, acts of God, or any other unforeseeable
happening or event.
20. Cancellation of Agreement. Upon five (5) days advance written notice to Deffenbaugh, the
City may cancel this Agreement upon the happening of anyone of the following events,
subject to Deffenbaugh's right to cure within five (5) business days of receipt of said notice:
a) Deffenbaugh has failed to provide the Services as scheduled and has failed and
refused to do the same for any consecutive five (5) day period; upon such occurrence,
the City may cancel this Agreement and execute against the Performance Bond
subject to any notice period or requirement in the Performance Bond; or
b) Deffenbaugh has defaulted, in a manner other than that specifically described in
Section 19(a) above, by failing or refusing to perform or observe the terms,
conditions, or covenants in this Agreement and said default is not cured within thirty
(30) days of receipt of written notice from the City, or if by reason of the nature of
such default, the same cannot by remedied within thirty (30) days following receipt
by Deffenbaugh of written notice from the City, Deffenbaugh fails to commence the
remedy of such default within said thirty (30) days following such written notice or
having so commenced shall fail thereafter to continue with diligence the curing
thereof; or
c) Deffenbaugh has failed to pay any amounts due hereunder; or
d) Deffenbaugh consents to the appointment of a receiver, trustee, or liquidator of all or
substantially all of its property; or
e) By order or decree of a court, Deffenbaugh shall be adjudged bankrupt or an order
shall be made approving a petition filed by any of its creditors or by any of the
stockholders of Deffenbaugh, seeking its reorganization or the readjustment of its
indebtedness under the Federal bankruptcy laws or under any law or statute of the
United States or of any state thereof, provided that if any such judgment or order is
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stayed or vacated within sixty (60) days after the entry thereof, any notice of default
shall be and become null, void, and of no effect; unless such stayed judgment or order
IS reinstated in which case, said default shall be deemed immediate; or
f) By, or pursuant to, or under the authority of any legislative act, resolution or rule or
any order or decree of any court or governmental board, agency, or officer having
jurisdiction, a receiver, trustee, or liquidator shall take possession or control of all or
substantially all of the property of Deffenbaugh, and such possession or control shall
continue in effect for a period of sixty (60) days; or
g) The City determines, in its sole discretion, to terminate or cancel this Agreement
according to the terms of the Agreement, provided that the City provides forty-five
(45) days' written notice to Deffenbaugh of such determination prior to the and of any
full calendaz year of the Term, or provided that the City provides sixty 60) days'
written notice to Deffenbaugh of such determination at any other time.
21. Termination for Repetitive or Continuing Default. Notwithstanding the provisions of
Sections 18 and 19 and as supplemental and additional means of termination of this
Agreement under this Section, in the event that Deffenbaugh's record of performance shows
that Deffenbaugh has frequently, regularly, or repetitively defaulted in the performance of
any of the covenants and conditions required herein to be kept and performed by
Deffenbaugh, in the opinion of the City and regardless of whether Deffenbaugh has corrected
each individual condition of default, Deffenbaugh shall be deemed a "habitual violator", shall
forfeit the right to any further notice or grace period to correct, and all of said defaults shall
be considered cumulative and collectively shall constitute a condition of irredeemable
default. The City shall thereupon issue Deffenbaugh a final written warning citing the
circumstances therefore, and any single default by Deffenbaugh of whatever nature,
subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for
immediate termination of this Agreement. In the event of any such subsequent default, the
City may terminate this Agreement upon giving of written Final Notice to Deffenbaugh, such
termination to be effective upon the date specified in such Final Notice and Deffenbaugh
shall have no further rights hereunder, except the right to receive payment for services
rendered through the effective date of ternnation less any penalty properly assessed under
section 17. Deffenbaugh shall cease any further performance under this Agreement upon the
effective date of termination.
22. Effective Date of Cancellation or Termination. In the case of the occurrence of the
aforesaid events specified in Sections 19, 20 and 21 above and except as otherwise provided
therein, termination shall be effective upon the date specified in the City's written notice to
Deffenbaugh and upon said date this Agreement shall be deemed immediately terminated and
upon such termination all liability of the City under this Agreement shall cease, and the City
shall have the right to call the performance bond and shall be free to negotiate with other
contractors for the operation of the herein specified services. Deffenbaugh, for failure to
perform, shall reimburse the City all reasonable direct and indirect costs incurred by the City
in providing interim Services. For all reasonable costs, charges, and damages incurred by the
City, together with the reasonable costs of completing the work, Deffenbaugh and the surety
shall be liable, and such costs maybe deducted from any monies due or which may become
due Deffenbaugh. In case the expense incurred by the City is less than the sum which is
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payable to Deffenbaugh under the Agreement through the last day worked, then Deffenbaugh
will be entitled to receive the difference. In case such expense exceeds that sum,
Deffenbaugh and its surety shall be liable and shall pay the City the amount of said excess.
23. Notice. Any notice, demand, communication, or request required or permitted hereunder
shall be in writing, except where otherwise herein designated by telephone, and delivered in
person or sent by certified, return receipt requested, via United States mail, or via facsimile
transmission, as follows:
City of Riverside
2950 NW Vivion Road
Riverside Missouri 64150
Attn: David Blackburn, City Administrator
Phone: (816)741-3993
Fax: (816)746-8349
Matthew D. Kitzi, Esq.
Armstrong Teasdale LLP
2345 Grand Boulevard, Suite 2000
Kansas City, Missouri 64108
Phone: (816) 221-3420
Fax: (816)221-0786
Deffenbaugh Industries, Inc.
18181 W. 53rd Street
Shawnee, KS 66217
Attn: Ronald D. Deffenbaugh, President
Phone: (913) 631-3300
Fax: (913)631-6447
George R. McGrew
18181 W. 53rd Street
Shawnee, KS 66217
Phone: (913) 631-3300
Fax: (913)631-6447
Notices shall be effective when received at the address as specified above. Changes in the
addresses to which notice is to be sent maybe made from time-to-time by written notice.
Facsimile transmission is acceptable notice, effective when received; however, facsimile
transmissions received (i.e., printed) after 4:30 p.m. or on weekends or holidays, will be
deemed received on the next business day. The original items which are transmitted by
facsimile equipment must also be mailed as required and provided by this Section.
24. Independence of Agreement. It is understood and agreed that nothing herein contained is
intended or should be construed as in any way establishing the relationship of copartners or a
joint venture between the parties, or as constituting Deffenbaugh as an agent, representative
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or employee of the City for any purpose whatsoever. Deffenbaugh is to be, and shall remain
at all times, an independent contractor with respect to all Services performed under this
Agreement.
25. Non Employee Status. Persons employed by Deffenbaugh in the performance of services
and functions pursuant to this Agreement are not employees of the City and shall have no
claim to pension, workers' compensation, unemployment compensation, civil service or other
employee rights or privileges granted to the City's officers and employees either by operation
of law or by the City.
26. Exclusivity. Deffenbaugh has the exclusive right to provide and be compensated for all of
the Services described in this Agreement.
27. Waiver. The failure of the City at any time to require performance by Deffenbaugh of any
provision hereof shall in no way affect the right of the City thereafter to enforce same. No
waiver shall be affective unless in writing. Nor shall waiver by the City of any breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of such provision
or as a waiver of any provision itself.
28. Laws to Govern. This Agreement shall be governed by the laws of the State of Missouri, the
County of Platte, Missouri, and the City of Riverside, Missouri, both as to interpretation and
performance. Any and all legal action necessary to enforce this Agreement will be held in
Platte County, Missouri, and the Agreement will be interpreted according to the laws of the
State of Missouri.
29. Compliance With Laws. Deffenbaugh shall conduct its operations and provide all Services
under this Agreement in compliance with all applicable Federal, State and local laws,
ordinances, orders and regulations.
30. Severability. If any provision of this Agreement shall be declared illegal, void or
unenforceable by a court of competent jurisdiction, the other provisions shall not be affected
but shall remain in full force and effect.
31. Title to Refuse. Title to Solid Waste collected as part of this Agreement shall pass to
Deffenbaugh at the time of collection.
32. Assignment and Subletting. Deffenbaugh shall make no assignment of this Agreement or
any right or obligation occurring under this Agreement in whole or in part without the
express written consent of the City. The City shall have full discretion to approve or deny,
with or without cause, any proposed or actual assignment by Deffenbaugh, provided that
approval shall not be unreasonably withheld. Any assignment of this Agreement made by
Deffenbaugh without the express written consent of the City shall be null and void and shall
be grounds for the City to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to Deffenbaugh, and upon the date of such notice this
Agreement shall be deemed immediately terminated, and upon such termination all liability
of the City under this Agreement to Deffenbaugh shall cease. In the event of any assignment
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approved in writing by the City, the assignee shall fully assume all such liabilities of
Deffenbaugh specified in such approved assignment. Subcontractors will be recognized and
dealt with only as workers and representatives of Deffenbaugh and as such shall be subject to
the same requirements as set forth in this Agreement.
33. Modification. This Agreement constitutes the entire Agreement and understanding between
the parties, and it shall not be considered modified, altered, changed or amended in any
respect unless in writing and signed by the parties, except as otherwise provided in this
Section 33. The City shall have the right to modify the Services provided, in accordance with
the alternate schedule for Services provided Deffenbaugh's bid, attached hereto as Exhibit C,
upon sixty (60) days' prior written notice at any time, or upon forty-five (45) days' written
notice prior to the end of any calendar year of the Tenn.
IN WITNESS WHEREOF, Deffenbaugh has caused this Agreement to be executed by its duly
authorized officers, and the City, acting by and through its Board of Aldermen, has authorized
this Agreement to be executed the day and year first written above.
CITY OF RIVERSIDE, MISSOURI
By:
Title:
A ttPCt•
Attest:
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Title: ~ ~ttJ'j y~~' _
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DEFFENBAUGH INDUSTRIES,
EXHIBTT A
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EXHIBIT A
The initial total number of Collection Points contemplated by this Agreement is 450 HOMES. It
is the intent of the City that services shall be extended to all new homes constructed and
occupied.
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EXHIBIT B
• City Ha112950 NW Vivion Road
• Community Center 4498 NW High Drive
• Public Works Building 4200 NW Riverside Street
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