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Home My WebLink About207-25 RESOLUTION Page 1 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 207-25 File Number: 2025-1553 A RESOLUTION TO AUTHORIZE THE TERMINATION OF AN AGREEMENT WITH PRIME SANITATION FOR THE HAULING AND DISPOSAL OF SOLID WASTE IN THE CITY OF FAYETTEVILLE WHEREAS, on August 6, 2024, the City and Prime Sanitation entered into an Agreement that allowed Prime Sanitation to haul and dispose of solid waste in the City of Fayetteville; and WHEREAS, the agreement requires Prime Sanitation to pay all fees on or before the 15th of each calendar month for the immediately preceding calendar month, but Prime Sanitation has failed to make the required payments; and WHEREAS, on April 15, 2025, the City mailed a written notice notifying Prime Sanitation of its breach of contract and the City’s intent to terminate the agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Rawn to terminate the agreement with Prime Sanitation for the hauling and disposal of solid waste in the City of Fayetteville. PASSED and APPROVED on September 16, 2025 Approved: _______________________________ Molly Rawn, Mayor Attest: _______________________________ Kara Paxton, City Clerk Treasurer Mailing address: 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov CITY COUNCIL MEMO 2025-1553 MEETING OF SEPTEMBER 16, 2025 TO: Mayor Rawn and City Council THRU: Peter Nierengarten, Environmental Director FROM: Daryl Brigman, Financial Analyst - RTC SUBJECT: Terminate Franchise Agreement w/ Prime Sanitation RECOMMENDATION: A resolution to approve terminating agreement between the City of Fayetteville, Arkansas and Prime Sanitation 2025 to haul and dispose of solid waste in the City of Fayetteville due to failure to meet the terms of the agreement by not making required monthly payments as scheduled. BACKGROUND: Per Hauler Agreement with Prime Sanitation, Section 6 - Hauler shall pay all fees due hereunder, along with submitting “Attachment A: Solid Waste Documentation”, or page 1 of Attachment A in conjunction with an agreed upon vendor generated report, on or before the 15th of each calendar month for the immediately preceding calendar month. Payments of fees received after the due date shall be assessed a 10% penalty per month. If Hauler fails to pay the fees within forty-five (45) days of the due date, the City may terminate this Agreement upon delivery of one (1) written notice to the Hauler. In accordance with this agreement, the City of Fayetteville has submitted a request to terminate agreement with Prime Sanitation for failure to pay. There are currently 22 approved franchise haulers operating in the city of Fayetteville. DISCUSSION: The City of Fayetteville entered a contract with Prime Sanitation on September 3, 2024. This agreement requires Prime Sanitation to pay a monthly fee to the City of Fayetteville of 10% of the gross revenue received for providing solid waste hauling services. The term of the agreement is two years with automatic renewals for two additional two-year terms. Staff proposes approving termination of the agreement for Prime Sanitation to haul and dispose of solid waste within the City of Fayetteville per the terms of the attached agreement. This contract is being terminated for failure to meet the terms of the agreement by not making the required monthly payments as scheduled. A written notice was mailed on April 15, 2025 for termination if the Mailing address: 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov hauler fails to pay the fees within forty-five (45) days of the due date. Staff followed up with a phone call to the hauler on July 30, 2025 and notified the hauler of the termination due to non-payment. Franchise Payments from Prime Sanitation remain unpaid. BUDGET/STAFF IMPACT: None ATTACHMENTS: 3. Staff Review Form, 4. 2024 Prime Sanitation Agreement Page 1 City of Fayetteville, Arkansas Legislation Text 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 File #: 2025-1553 A RESOLUTION TO AUTHORIZE THE TERMINATION OF AN AGREEMENT WITH PRIME SANITATION FOR THE HAULING AND DISPOSAL OF SOLID WASTE IN THE CITY OF FAYETTEVILLE WHEREAS, on August 6, 2024, the City and Prime Sanitation entered into an Agreement that allowed Prime Sanitation to haul and dispose of solid waste in the City of Fayetteville; and WHEREAS, the agreement requires Prime Sanitation to pay all fees on or before the 15th of each calendar month for the immediately preceding calendar month, but Prime Sanitation has failed to make the required payments; and WHEREAS, on April 15, 2025, the City mailed a written notice notifying Prime Sanitation of its breach of contract and the City’s intent to terminate the agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Rawn to terminate the agreement with Prime Sanitation for the hauling and disposal of solid waste in the City of Fayetteville. 8/18/2025 Submitted Date No -$ -$ V20221130 Budgeted Item? Does item have a direct cost? Is a Budget Adjustment attached? Total Amended Budget Expenses (Actual+Encum) Available Budget Item Cost Budget Adjustment Remaining Budget -$ -$ No No -$ -$ Project Number Budget Impact: FundAccount Number Project Title City of Fayetteville Staff Review Form 2025-1553 Item ID 9/16/2025 City Council Meeting Date - Agenda Item Only A resolution to approve terminating agreement between the City of Fayetteville, Arkansas and Prime Sanitation 2025 to haul and dispose of solid waste in the City of Fayetteville due to failure to meet the terms of the agreement by not making required monthly payments as scheduled. N/A for Non-Agenda Item Action Recommendation: Submitted By Daryl Brigman RECYCLING/TRASH COLLECTION (750) Division / Department Comments: Purchase Order Number: Change Order Number: Previous Ordinance or Resolution # Approval Date: Original Contract Number: I 2 3 AGREEMENT TO HAUL AND DISPOSE OF SOLID WASTE IN THE CITY OF FAYETTEVILLE This Agreement (the "Agreement"), is entered into on this b*+ day of the City of Fayetteville, Arkansas, a municipal corporation (the "City"), and l nr(.oti the "Hauler"), and shall be in full force and effect on the date first written above, City and Hauler agree as follows: The term of this Agreement shall be for two (2) years, with automatic renewals for two (2) additional two (2) year terms, unless otherwise terminated pursuant to the terms hereof. Notice of non-renewal by either City or Hauler shall be given at least thirty days prior to the end of the current term. Hauler agrees that from and after the original date of this Agreement, all customer service Agreements for facilities within the corporate limits of the City, excluding residential areas, entered into before or after the effective date of this Agreement, or renewed shall have terms of no more than one (l ) year and any subsequent extensions shall be for terms of no more than one ( I ) year. No customer service Agreement shall extend the terms of this Agreement. Hauler agrees and understands that it may only collect and haul Class I and Class 4 Solid Waste and/or Recyclables using the type equipment commonly referred to as open-top roll-off style containers with capacities of twelve (12) cubic yards or greater, or roll-off style compactor containers with capacities of twelve (12) cubic yards or greater, containing waste generated from industrial, large commercial or construction/demolition activities, or which is classified as Special Waste, Hazardous Waste, grease or any other type Solid Waste which requires special handling or disposal. Hauler shall not collect any Class I or Class 4 material in other containers. No unseparated recyclables, with the exception of construction/demolition waste, shall be hauled from any customer within the corporate limits of the City of Fayeneville. All hauled waste and/or recyclables shall be suitably enclosed or covered as to prevent roadside littering. 4.In consideration of the right to provide the hauling of solid waste and/or recyclables described in Item #3 above, Hauler agrees and understands that it shall be required to pay a monthly fee ofi ten (10%) percent (the "Solid Waste Fee") of the gross revenue received for providing solid waste hauling services and five (5%) percent (the "Recycling Fee") of the gross revenue received for providing the hauling of recyclables or construction/demolition w€$te to a permitted construction and demolition waste sorting facility. Any construction/demolition waste that is not hauled to and accepted by a permitted construction and demolition waste sorting facility or any recyclables not accepted by a recycling facility or recycling broker shall be subject to the l0% Solid Waste Fee. Hauler agrees and understands that it shall deliver all Class I waste to a properly licensed landfill facility and all Class 4 waste to a properly licensed landfill facility or a properly licensed construction and demolition waste sorting facility. Hauler shall pay all tip fees to the construction and demolition waste sorting facility operator, transfer station fees to the transfer station operator and all landfill fees to the landfill operator, as they may be established and amended, from time to time. Hauler shall pay all fees due hereunder, along with submitting "Attachment A: Solid Waste Documentation", or page I of Attachment A in conjunction with an agreed upon vendor generated report, on or before the 156 of each calendar month for the immediately preceding calendar month. Page I of6 5 6. 7 Payments of fees received after the due date shall be assessed a l0o/o penalty per month. If Hauler fails to pay the fees within forty-five (45) days of the due date, the City may terminate this Agreement upon delivery of one (l) wrinen notice to the Hauler. The supporting information shall be suflicient to demonstrate the accuracy of the fee calculation, and shall include the following information: (i) Hauler's worksheet calculating the fees remined; (ii) a list of payments received from customers within the City; (iii) such list shall clearly indicate whether each payment was from a perrnanent or temporary customer, and (iv) the fee shall be based upon all activity from each customer account r*'ithin the City, and shall include the normal billing charges for all free or discounted services (including those for non-profit organizations) including but not limited to delivery, pull charges, disposal charges, transportation charges, final pull charges, and return charges. With payment remittance, the City will review and obtain certain trade secret information, including rates, frequency of service, customer lists, and other customer information ("Confidential Information"). The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." Hauler shall pay all fees due hereunder, along with submining "Anachment B: Recycling Documentation", on or before the l5th of each calendar month for the immediately preceding calendar month. Payments of fees received after the due date shall be assessed a l0o/o penalty per month. If Hauler fails to pay the fees within forty-five (45) days of the due date, the City may terminate this Agreement upon delivery of one (l ) written notice to the Hauler. The supporting information shall be sufficient to demonstrate the accuracy ofthe fee calculation, and shall include the follow'ing information: (i) volumes of recycling collected, in tons, by commodity, with disposition by destination market, for all recycling; (ii) volumes of construction and demolition waste delivered to permined construction and demolition waste sorting facility and percentage of material recovered. With payment remittance, the City will review and obtain certain trade secret information, including rates, frequency of service, customer lists, other customer information, and contracts u'ith recyclers and processing mills ("Confidential Information"). The City asserts this information is exempt from disclosure under the Arkansas Freedom of lnformation Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." The City shall have the right to conduct an audit of Hauler's customer files and records for all customers located within the City, provided that such audit privilege shall be limited to once per calendar quarter. The audit may be conducted by City staff or by a third-party extemal auditor chosen by the City. If such audit reveals the Hauler should have paid at least 5olo more than reported, the cost of the audit shall be paid by the Hauler to the City. During such audit, the City may review and obtain ceftain trade secret information, including rates, frequency of service, customer lists, and other customer information ("Confidential Information"). This information shall not be divulged to any third party (not including any third-party externalauditor) by the City, its employees, offrcers, or elected offrcials without the express w'ritten consent of the Hauler. or as otherwise required by law. The City asserts this information is exempt from disclosure under the Arkansas Freedom of Information Act as the information meets the exemption for records that "if disclosed would give advantage to competitors." This information will be reviewed by City Staff. The City will advise Hauler of any request for information which the City. at the City's sole discretion, determines to be non-disclosable or otherwise subject to an exemption from disclosure under the Arkansas Freedom of Information Act. If a court of competent jurisdiction determines that said requested information is disclosable or otherwise is not exempt from disclosure under the 8 9 Page 2 of6 l0 I t. 12. 13. l4 15. r6. 17. Arkansas Freedom of Information Act. the City will comply with said finding and notiry Hauler. Discovery requests made to the City during the course of any litigation, or any other subpoena or court order issued to the City for information or records related to Hauler and this Agleement, shall be promptly made known to Hauler. Hauler agrees and understands that it shall submit to the City by June 306 on an annual basis: (i) a list of all commercial vehicles used to provide services in the City; (ii) proof of appropriate vehicle registration; (iii) and proof of the insurance required in the Agreement. Hauler agrees and understands that it shall provide by June 306 on an annual basis: (i) a list of vehicle operators collecting and hauling waste in the City of Fayetteville; (ii) proof of their valid and appropriate commercial drivers' licenses; (iii) and the provision, maintenance, and implementation of a plan to ensure that the vehicle operators maintain their commercial driver's licenses in accordance with applicable federal and state laws. Hauler agrees that it shall provide by June 30th on an annual basis copies of valid and cunent hauling and disposal permits from the Arkansas Department of Environmental Quality, the Solid Waste District with jurisdiction, and any local permitting agency. Hauler agrees that it shall comply with all federal, state and local laws applicable to the safety, environmentaland transportation matters related to providing solid waste collection services under this Agreement. Hauler agrees that all open-top roll-offstyle containen will be properly covered during transit on streets and highways within Fayetteville. The City reserves the right to inspect all vehicles and containers to ensure that the vehicles are safe and well-maintained and that all containers are well-maintained and water tight, if necessary. If Hauler utilizes the City's transfer station, Hauler agrees and understands that it shall be required to establish an individual credit or service relationship with the City of Fayetteville transfer station operator. Hauler agrees that it shall comply with all practices, policies and procedures as established by the transfer station operator from time to time. Any tipping fee deposits required by the transfer station or landfill operators shall be refunded, less any unpaid tipping fees, when the Hauler ceases hauling activities governed by this Agreement. This Agreement has been entered into freely and voluntarily by Hauler which agrees to abide by all of the terms and conditions as a matter of contractual obligation pursuant to applicable City ordinances. This is a contractual Agreement and is not intended to be part of or relate in any way to any license or ordinance created pursuant to A.C.A. 526-77-102. Neither this Agreement, nor any rights or obligations hereunder may be assigned or transferred to any third part or afliliate. 18. For the purpose of this contract, the Point of Contact for the City of Fayetteville shall be the City's Director. The Point of Contact for the Hauler shall be . Communications pertaining to day+o-day aspects of this contract shall be through these individuals. Either party may c ten (10) days prior written notice to the other party. Page 3 of6 hange its designated Point of Contact upon l9 20. Hauler agrees to protect, indemnify, defend and save harmless the City, its officials, offrcers. employees, agents, subcontractors, representatives and assigns from any loss. claim, liability, penalty, fine, forfeiture, demand cause of action, suit and coss and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys' fees), to the extent caused by (i) Hauler's breach of any term, condition, covenant or wananty contained in this Agreement, or (ii) Hauler's negligent act or omission or willful misconduct related to the delivery of waste to the City transfer station or a properly licensed landfill facility. Insurance: Hauler shall maintain the following insurance coverage during the term of this Agreement: a)Hauler shall provide and maintain, during the terrn of this Agreemen! comprehensive general liability insurance, to protect against all claims arising out of the performance of its serv'ices hereunder that result in bodily injury, death or property damage. The policy or policies shall contain a clause that the insurer will not cancel or decrease the insurance coverage without first giving the City sixty (60) days notice in writing. Upon written request, Hauler shall furnish the City with evidence that the insurance required of it is in force. City u'ill be added as an additional insured on General Liability and Auto Liabilitv policies. The types of coverage and limits of liability of all insurance required herein shall be a follows: b) c) d) COVERAGE LIMITS OF LIABILITY Worker's Compensation Statutory EmoloYer's Liabilitv $500,000 Bodily Injury Liability except Automobile s1,000,000 each occurrence Property Damage Liability Except Automobile $1,000,000 each aggregate Automobile Bodilv Iniury S1.000.000 each person Comprehensive General Liabilitv $l,000,000 each occurrence Automobile Property Damaee Liabiliw $ 1,000,000 each occurrence Excess Umbrella Liability $1,000,000 each occurrence 21. Termination: Except as otherwise provided herein, if Hauler breaches this Agreement or defaults in the performance of any of the requirement or conditions contained herein, and such breach continues for fifteen (15) days after the City has given the Hauler written notice of such breach or default, the City may: (i) terminate this Agreement no sooner than thirty (30) days after the date of written notice of such breach or default; (ii) cure the breach or default at the expense of the Hauler; and/or (iii) exercise any right or remedy to rvhich it may be entitled by law. Page 4 of6 a) b) c) The City may terminate this Agreement upon '*'ritten notice to the Hauler if the Hauler makes an assignment for the benefit of creditors. or files a voluntary petition in bankruptcy, receivership or insolvency, or files an answer in any involuntary proceeding of that nature admitting the material allegations of the petition, or if a proceeding in bankruptcy, receivership or insolvency shall be instituted and such proceeding is not dismissed within sixty (60) days. In the event that this Agreement is terminated for any reason, any amounts payable to the City by Hauler for services rendered for any reason whatsoever shall become immediately due and payable as of the date of such termination. 22 23 All notices required or permitted under this contract shall be submitted in writing to the other party of this contract by electronic mail, return receipt requested, and by U.S. Mail, which notice shall be effective three (3) days after deposit therein addressed to the following: City of Fayetteville Environmental Director 113 West Mountain Street Fayetteville, AR 72701 ?r,,uo Sa".,lol'"n Attn: -ltracr Pvssel I t Alc S+..8 NI , 24. 25. 26. 27. 28. 29. Hauler agrees and understands that this Agreement and documents submitted to the City punuant hereto are subject to the Arkansas Freedom of Information Act. If a F'reedom of Information Act request is presented to the City of Fayetteville requesting such non-exempt documents, such non- exempt documents shall be provided in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (Ark. Code Arrn. $ 25-19-l0l et seq.). Only legally authorized photocopying costs may be assessed for this compliance. This Agreement shall be interpreted according to and enforced under the laws of the State of Arkansas. Capitalized terms herein shall have the same meaning as set forth in ADEQ Reg. No. 22. A waiver by either party' of any of the terrns or conditions herein shall be limited to that particular instance, and shall not be construed as a general *'aiver of either p?rty"s right to seek appropriate remedies for any other breaches by either party. Each paragraph of the Agreement is severable from all other paragraphs. In the event any court of competent jurisdiction determines that any paragraph or subparagraph is invalid or unenforceable for any reason. all remaining paragraphs and subparagraphs shall remain in full force and effect. This contract constitutes the entire understanding of the parties and no Notification or variation of the terms of this contract shall be valid unless made in writing and signed by the duly authorized agents of the City of Fayetteville and the Hauler. Each of the undersigned warrants that he or she has the full right, power, and authority to execute this contract on behalf of the party indicated for the purposes herein contained. To the extent a definition or a specific term is not provided herein but is nonetheless required by the context, it is the intention of the parties to incorporate herein the definitions contained in Page 5 of6 applicable law and regulation in effect as the date hercof, except to the extent subsequent law or regulation shall exprcssly or implicitly mandate a rcvised definition. The obligations of the parties to this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreernent, shall survive the rcrmination (for any reason), cancellation or expiration of this Agreement. IN WITNESS WHEREOF, we have hereunto set our hands on the date first written above. CITY OF FAYETTEVILLE 7r.,wr. *nil**',o,- 30. By: LIONETD JORDAN, Mayor ATTEST: I(ARA PAXTON, City Clerk/Treasurer By J*n k*)t (o - Ovt^q AME, WITNESS: By:By: Page 6 of6 GFw ia'=r-:{ird!*::r PREII I ER G II)BAL lN N.* OVATIONS LLC 4034 ROGERS AVE STE 8 FORT SMITH, AR ?2903-3062 Wed Apr 17 ll:27231CDT 2024 Evidence oflnsurance Motor Carrier Coverage &Silii:.r','-Ef ^a:'l'A.i'i: ' -;i. :i' CASEY BROWN INSURANCE AGENCY L (4?9)64G386r 03.^F73.?2 SHETTIR n!suRANCt Policy Number: lll}-t.C-l t t703162 Effective DtterOlnsnu,.qt2z0l AM Centrel Timc Erpiration Datez 07t2Sf20A,l2z0l AM Central Time 20r0 FREIG FREIGHTLINER M2 IFVACXBS2ADAU9?06 Simlc LirDilitv Limh 67 31.000.000 Limh sr.4r?.m A*grss Underinsurcd MotoristsC.ovcrrgc 67 Solit Bodilv lniunv Unimurcd llotoristsCoveraee Limis 6l 350.000 Pcr Pcnon Fcr Acci&nr cA312Eil rE cA2r(nil06 $20.00 Artarsrs Urdcrirr nod Mobrbs Covcngc A Solit Bodilv lniurv Underimurcd lt{otoriss Covcraec Limis 6? 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