Bruce Clark, et al.,

1
STATE OF MINNESOTA

IN SUPREME COURT

A19-0916

Ramsey County Gildea, C.J.

Bruce Clark, et al.,

Respondents,

vs. Filed: October 16, 2019
Office of Appellate Courts
City of Saint Paul, et al.,

Appellants.

________________________

Gregory J. Joseph, Halper & Joseph, PLLC, Waconia, Minnesota, for respondents.

Lyndsey M. Olson, City Attorney, Megan D. Hafner, Assistant City Attorney, Saint Paul,
Minnesota; and

Mark R. Bradford, David E. Camarotto, and Kerri J. Nelson, Bassford Remele, P.A.,
Minneapolis, Minnesota, for appellants.

Susan L. Naughton, Saint Paul, Minnesota, for amicus curiae League of Minnesota Cities.

________________________

S Y L L A B U S

1. A referendum on a Saint Paul ordinance that establishes organized waste
collection services does not conflict with the requirements in Minn. Stat. §§ 115A.94–.941
(2018), that municipalities ensure that residents have waste collection services including
through appropriate local controls, because ordinances that are not subject to the referendum

2
fulfill those requirements and the Legislature intended that municipalities have broad
authority in the process for establishing organized waste collection.
2. A referendum on a n ordinance that establishes organized waste collection
services in the City does not impair the City’s contract obligations under the Contract Clauses
of the United States and Minnesota Constitutions.
Affirmed.
O P I N I O N
GILDEA, Chief Justice.
We must decide whether t he district court erred in directing the City of Saint Paul
to put a referendum question, regarding the City’s ordinance that established organized
waste collection in the City, on the ballot for the next municipal election. The district court
concluded that do ing so would not conflict with state law regarding the process for
organized waste collection and would not unconstitutionally impair the City’s contract with
the haulers that provide that service. In an order filed on August 22, 2019, we affirmed the
district court and stated that our opinion on the legal questions presented in this appeal
would follow. Because we conclude that holding a referendum on the City’s organized
waste collection ordinance does not conflict with state law and will not unconstitutionally
impair the City’s contract with the haulers, we affirm.
FACTS
Saint Paul is a home rule charter city. See Minn. Const. art. XII, § 4 (permitting
“[a]ny local government unit . . . [to] adopt a home rule charter for its government”); Minn.
Stat. § 410.04 (2018) (authorizing “[a]ny city in the state” to “frame a city charter for its

3
own government in the manner” prescribed by chapter 410). The Saint Paul City Charter
confers on City residents “every power which the people of the city might lawfully confer
upon themselves.” Saint Paul, Minn., City Charter § 1.03. The Saint Paul City Council
exercises legislative power and takes actions by ordinance and resolutions. Id. §§ 1.04,
4.01, 6.01 (“The council shall exercise the legislative powers,” and stating, “All acts of the
council shall be by ordinance or resolution . . . .”). The City Charter also confers on
residents “the right . . . to require ordinances to be submitted to a vote,” which is known as
“referendum.” Id. § 8.01; see also Minn. Stat. § 410.20 (2018) (stating that a municipal
charter may provide for “repeal of ordinances”). A referendum can be required by a
petition signed by at least eight percent of those who voted in the last election for mayor,
if the petition is filed within 45 days after an ordinance is published. Saint Paul, Minn.,
City Charter §§ 8.02(1), 8.05.
The facts of this case , which are undisputed, center on the City’s decision to
implement organized waste collection services for City residents. See Jennissen v. City of
Bloomington, 913 N.W.2d 456, 458 (Minn. 2018) (describing organized collection as
based on a municipal contract for collection within a defined area). By law, municipalities
must ensure that residents have solid waste collection services. See Minn. Stat. § 115A.941
(2018). Section 115A.941 authorizes municipalities to use organized collection,
city-provided collection, or private collection. Until October 1, 2018, the City used private,
also called “open,” waste collection for its residents. See Jennissen, 913 N.W.2d at 458
(describing open collection as allowing residents to contract individually with collectors
“of their choice”).

4
In Ju ly 2016, after the City’s Public Works Department provided recommended
goals and objectives for an organized waste collection system, the Saint Paul City Council
embarked on the statutory steps for implementing organized waste collection. See Minn.
Stat. § 115A.94, subd. 3 (2018) (allowing municipalities to “organize collection as a
municipal service or by ordinance, franchise, license, negotiated or bidded contract, or
other means”); Jennissen, 913 N.W.2d at 460 (explaining that Minn. Stat. § 115A.94
“outlines certain procedures related to the process of implementing organized collection of
solid waste”). The City entered into a negotiation period with existing licensed collectors
to develop a proposal under which interested collectors would provide organized collection
services in the City. See Minn. Stat. § 115A.94, subd. 4d (2018). Negotiations officially
began in August 2016, and were intended to allow the City and the consortium of collectors
to work toward a mutually agreeable proposal for services.
After negotiations were completed, the City Council passed a resolution on July 26,
2017, announcing that it wanted to ensure that organized collection could be implemented
in the City as soon as possible. City staff was directed to negoti ate a final contract with
the consortium of trash haulers. On November 8, 2017, the City Council passed a
resolution, on a 5-2 vote, authorizing the execution of the final contract with a consortium
of trash haulers known as “St. Paul Haulers, LLC.”1

1 Respondents have argued in this appeal that the City’s process under
section 115A.94, subdivision 4d, was less than public, but the record establishes that the
City Council’s deliberations and decisions occurred at public hearings and in public
venues. In addition, no claim has been made that the City did not comply with the statutory
requirements.

5
The contract between the City and St. Paul Haulers , which was signed on
November 14, 2017, requires St. Paul Haulers to provide all waste collection services to
residents, and confers on that entity the sole and exclusive right to provide waste collection
services in the City during the 5 -year term of the contract. Provisions of the contract
establish the form, manner, and terms for organized collection by identifying permitted
hours and days for service, types of collection services, special collection issues , and
equipment issues. St. Paul Haulers is responsible for billing and customer service. St. Paul
Haulers is not considered in default of the contract if its failure to perform is “due to an
event of Force Majeure or for any breach by the City,” and its performance is excused if
prevented by acts or events beyond its “reasonable control,” including “legislative, judicial,
or executive acts.” Based on staff recommendations, the City Council designated
October 1, 2018, as the start of organized trash collection in the City.
Once the contract was signed, the City was required to establish organized collection
through “appropriate local controls.” Minn. Stat. § 115A.94, subd. 4d. On August 22,
2018, the City Council passed Ordinance No. 18-39, which created chapter 220 of the
Legislative Code, to regulate organized collection in the City.2 The ordinance was effective

2 The City Council also adopted amendments to existing ordinances in chapters 32,
34, 60, and 357 of the current Code of Ordinances for conformity with newly adopted
chapter 220. The amending ordinance for chapter 357, No. 18-40, was repealed by the City
Council on October 17, 2018, after a timely referendum petition on that ordinance was filed
with the City. See Saint Paul, Minn., City Charter § 8.05 (stating that a referendum on an
ordinance must be on the ballot unless the ordinance is “entirely repealed” after the petition
is filed).

6
September 5, 2018.3 The ordinance requires residents to “deposit all trash” for collection
at least once every 2 weeks, and all trash collected in the City must be “pursuant to a written
contract with the City” that identifies the requirements for that service. “All previous
private contracts between solid waste haulers” and residents were deemed “null and void
on October 1, 2018,” and no “new private contract [s]” between haulers and residents are
valid. Id.
On October 16, 2018, Saint Paul residents submitted a petition to the Ramsey
County Elections Office to authorize a referendum on Ordinance No. 18-39.4 The elections
office certified the petition as containing the minimum number of signatures required by
section 8.02 of the City Charter, and on November 14, 2018, the City Council accepted the
petition as sufficient to satisfy the signature requirements of the Charter. But, based on the
City Attorney’s review and legal opinion, the City Council concluded that a referendum on
Ordinance No. 18-39 is preempted by state statutes that govern solid waste collection,
specifically sections 115A.94 and 443.28 (2018); conflicts with state policy; and would be
an unconstitutional interference with the City’s contract with St. Paul Haulers. Thus, the
City Council directed the City Clerk not to submit the referendum on Ordinance No. 18-39
as a ballot question.

3 The first reading of the ordinance was on July 18, 2018. The ordinance was passed
on August 22, 2018, and signed by the Mayor on September 5, 2018.

4 Referendum is the process by which voters compel elected officials to submit
legislation to the voters for approval or rejection. See St. Paul Citizens for Human Rights
v. City Council, 289 N.W.2d 402, 404 n.2 (Minn. 1979).

7
On F ebruary 7, 2019, respondents filed a petition under Minn. Stat. § 204B.44
(2018), with Ramsey County District Court, challenging the City’s refusal to put the
referendum question on the ballot. Relying on Jennissen v. City of Bloomington ,
913 N.W.2d 456 (Minn. 2018), respondents asserted before the district court that residents’
charter powers can be exercised to challenge a municipality’s waste collection decisions.
Respondents also asserted that a referendum vote on the ordinance that establishes
organized collection would not impair the City’s contract with the haulers, because even if
the referendum is successful, the contract would only be terminated, not unconstitutionally
impaired.
The City opposed the petition, asserting that the referendum power under a
municipal charter is not without limit s, particularly here, where the decision to use
organized collection had been made, the contract signed, and the services implemented.
Further, the City argued, a successful repeal of the ordinance through the referendum would
prevent the City from fulfilling its obligations under a 5 -year contract that grants the
collectors an exclusive right to provide waste collection services and would thus
unconstitutionally impair its contract with St. Paul Haulers.
The district court granted the petition. 5 The court first concluded that a
municipality’s decision to implement organized trash collection under section 115A.94 is

5 The district court also ordered the suspension of the ordinance as of June 30, 2019,
but later stayed that part of its order. In the order filed on August 22, 2019, we continued
that stay “until the results of the election on November 5, 2019 are canvassed and declared
under Minn. Stat. § 205.185 (2018).” Clark v. City of Saint Paul, No. A19-0916, Order at
2 (Minn. filed Aug. 22, 2019).

8
in addition to authority granted by other law, which includes the referendum power
provided by the Saint Paul City Charter. The district court concluded, therefore, that there
is no conflict between the statutory procedures that guide a municipality’s decision to
implement organized waste collection and a referendum on the ordinance that establishes
that collection. Then, the district court rejected the City’s contract -impairment claim,
concluding that the contract’s force -majeure clause encompasses a variety of events,
including legislation, that could render performance of the contract impossible, and a
contract cannot be impaired by the events that are specifically provided for in that contract.
The City appealed to the court of appeals , and we granted the City’s petition for
accelerated review.
ANALYSIS
The facts are undisputed. It is also undisputed that the City followed the statutory
process in Minn. Stat. § 115A.94. And it is undisputed that respondents’ referendum petition
was in the proper form and had the required signatures. The issues before us in this appeal
are, therefore, solely legal and our review is de novo. See Gretsch v. Vantium Capital, Inc.,
846 N.W.2d 424, 428 (Minn. 2014) (stating that constitutional questions are reviewed de
novo); City of Morris v. Sax Invs., Inc. , 749 N.W.2d 1, 5 (Minn. 2008) (“The a pplication
of statutes, administrative regulations, and local ordinances to undisputed facts is a legal
conclusion and is reviewed de novo.”).
I.
We begin with the City’s argument that the referendum conflicts with state statutes.
Municipalities “ ‘have no inherent powers’ ” and can enact regulations only as “ ‘expressly

9
conferred by statute or implied as necessary in aid of those powers which have been
expressly conferred.’ ” State v. Kuhlman, 729 N.W.2d 577, 580 (Minn. 2007) (quoting
Mangold Midwest Co. v. Vill. of Richfield, 143 N.W.2d 813, 820 (Minn. 1966)) ; see also
City of Morris, 749 N.W.2d at 6 (stating that “state law may limit the power of a city to act
in a particular area”). Accordingly, municipal charter provisions “must be consistent with
state law and state public policy.” Bicking v. City of Minneapolis , 891 N.W.2d 304, 312
(Minn. 2017).
We have recognized three ways in which state law will preempt municipal
legislative authority: by expressly stating so ; where the ex press or implied terms of the
state and local laws are irreconcilable ; and by comprehensively addressing the subject
matter in a manner that requires uniformity and statewide application. See Jennissen v.
City of Bloomington , 913 N.W.2d 456, 459, 462 (Minn. 2018) (concluding that the
Legislature did not intend to occupy the field of organized waste collection and, thus,
section 115A.94 did not preempt a proposed charter amendment on the City of
Bloomington’s waste collection system); Bicking, 891 N.W.2d at 315 (concluding that a
proposed charter amendment would add requirements that would “forbid what state law
expressly permits” and thus was in conflict with state law); Kuhlman, 729 N.W.2d at 580
(explaining that legislation requiring statewide application and uniformity shows an intent
to preempt the field of traffic regulation) ; Mangold Midwest Co. v. Vill. of Richfield ,
143 N.W.2d 813, 816 (Minn. 1966) (noting that a conflict exists between a statute and a

10
municipal regulation when both “contain express or implied terms that are irreconcilable
with each other”).
The City relies on only the second type of preemption—conflict—in arguing that the
referendum respondents seek is irreconcilable with state statutes. For its theory of conflict
preemption, the City relies primarily on the requirements imposed by two statutes: the
statutory mandate to ensure that all residents have waste collection services, Minn. Stat.
§ 115A.941, and the statutory mandate to establish the City Council’s decision to
implement organized collection through “ appropriate local controls,” Minn. Stat.
§ 115A.94, subd. 4d. The City contends that conflict preemption precludes a post-contract,
post-ordinance vote by referendum on the City Council’s decision to implement organized
waste collection services because, once that decision was made and the contract for that
service was signed, the City is required by law to establish that decision through appropriate
local controls , namely, ordinances . Minn. Stat. § 115A.94, subd. 4d. A successful
referendum on Ordinance No. 18-39, the City argues, would prohibit the City from
complying with this statutory mandate. Further, the City argues, a successful referendum on
the City Council’s ordinance that establishes organized waste collection would leave the City
unable to “ensure that every residential household and business in the city . . . has solid waste
collection service.” Minn. Stat. § 115A.941(a). Thus, the City argues, exercise of the
referendum authority provided in the City Charter on a post-contract, post-implementation
decision would prohibit what the statute permits—the City Council’s decision to implement

11
organized collection—or would permit what the statute prohibits —organized collection
without an implementing ordinance. See Mangold Midwest Co., 143 N.W.2d at 816.
Respondents assert that the plain language of section 115A.94 reflects a legislative
intent to preserve charter powers, including a referendum on the implementing ordinance, in
the statutory process for organized waste collection . Specifically, respondents note,
subdivision 6 of this statute allows a city to “exercise any authority granted by any other law,
including a home rule charter, to govern collection of solid waste.” Minn. Stat. § 115A.94,
subd. 6(c). Asserting that the City’s obligation to follow its decision to implement organized
collection by enacting an ordinance under section 115A.94, subdivision 4d, can be read in
harmony with the exercise of the authority granted to its residents by the City Charter,
respondents argue that there is no conflict between the statutory process for implementing
organized collection and a referendum on the ordinance that effectuates that decision.
A.
We consider first the potential conflict between a referendum on Ordinance No. 18-
39 and the legislative direction in section 115A.941, which requires Saint Paul to “ensure
that every residential household and business in the city . . . has solid waste collection
service.” Minn. Stat. § 115A.941(a). A city can do so through organized collection,
providing collection, or “requir[ing] by ordinance that every household and business has a
contract for collection services.” Id. The ordinance “must provide for enforcement.” Id.
The plain terms of this statute allow for considerable municipal flexibility in
deciding how to ensure that every resident has solid waste collection services. See City of
Morris v. Sax Invs., Inc. , 749 N.W.2d 1, 7 (Minn. 2008) (stating that the “focus is on the

12
language of the statute” when the statute has “specific language as to the extent of
permissible municipal regulation”). Ordinance No. 18-39, which codified chapter 220 of
the City’s Legislative Code and is the subject of the referendum petition, requires residents
to “deposit all trash in approved containers” at least once every 14 days. Saint Paul, Minn.,
Legis. Code § 220.02. “All trash collected, conveyed and disposed of” must be “purs uant
to a written contract with the city” that specifies the “details relating to” collection services.
Id. § 220.03. The ordinance declares that p rivate contracts in place on October 1, 2018,
are deemed “null and void,” and no new private contracts are allowed. Id.
But, assuming the referendum is successful and Ordinance No. 18 -39 is thereby
repealed, o ther ordinances that are not subject to the referendum require Saint Paul
residents to have waste collection services. For example, chapter 32 of the City’s
Legislative Code states the City Council’s intent “to require garbage services,” requires
building owners to “provide for the collection of” waste, and allows the City to “collect the
costs associated with garbage services ” from residents. Saint Paul, Minn., Legis. Code
§§ 32.01, 32.03, 32.06. Building owners are responsible for providing waste collection
services “whether or not the said owner occupies or resides in the building.” Id. § 32.03.
Chapter 32 allows the City to issue violation notices, even to initiate collection services if
necessary, and to “collect the city costs for [that] service[].” Id. § 32.04(a)–(b). The City
can collect “actual fees charged by licensed haulers for garbage collection” when the City
initiates collection services, including administrative costs associated with providing that
service. Id. §§ 32.05–.06(a). Chapter 34 requires residents to maintain the exterior of
residential property “in a clean, safe and sanitary condition, free from any accumulation of

13
garbage.” Id. § 34.08(1). Chapter 34 also identifies t he “basic facilities” required for
residential properties, which includes the collection of solid waste “at least every other
week” by a licensed hauler, the availability of “an adequate number of approved
containers” for waste collection, and a direction to place waste “in approved refuse and
garbage containers.” Id. §§ 34.11(7)–(8), 34.16(2).6
In light of these municipal regulations, we cannot conclude that a successful
referendum on one ordinance, No. 18 -39, will prohibit the City from ensuring that every
resident has waste collection services. Ordinances that are not subject to the referendum
plainly impose that requirement and expressly provide for enforcement . See Mangold
Midwest Co. v. Vill. of Richfield, 143 N.W.2d 813, 819 (Minn. 1966) (stating that the “terms
of the statute and ordinance are not irreconcilable”). 7 The City’s enactment of these
ordinances, none of whi ch are subject to the referendum petition, demonstrates that it is
reasonably possible for the City to comply with the statutory mandate to ensure that
residents have waste collection services even if Ordinance No. 18 -39 is subject to a
referendum petition.8 See Power v. Nordstrom, 184 N.W. 967, 969 (Minn. 1921) (finding

6 Non-residential building owners must also “ensure that an adequate number of
approved containers” for garbage are available for use by building occupants. Id.
§ 34.35(4).

7 We need not decide whether a successful referendu m on Ordinance No. 18 -39
prohibits the City from ensuring that residents have solid waste collection services by using
organized collection. See, e.g. , In re Megnella , 157 N.W. 991, 992 (Minn. 1916)
(explaining the circumstances under which a city council can enact an ordinance following
a successful referendum vote).

8 The City also asserts that a repeal of Ordinance No. 18-39 would leave it without a

14
no conflict between a statute and local ordinance where the ordinance was a reasonable
regulation in harmony with the statute).
B.
Next, we consider whether permitting a referendum on O rdinance No. 18 -39
conflicts with the City’s obligation to “establish organized collection through appropriate
local controls.” Minn. Stat. § 115A.94, subd. 4d. We have said that section 115A.94
provides “the process a city must follow before it can organize waste collection.” Jennissen
v. City of Bloomington, 913 N.W.2d 456, 460 (Minn. 2018) . The statute does not require
or prevent a municipality from adopting organized collection; it simply provides “detailed
procedures” for the decision -making process. 913 N.W.2d at 461. Among those
procedures is a requirement to establish organized collection through “appropriate local
controls.” Minn. Stat. § 115A.94, subd. 4d.
The City argues that Ordinance No. 18 -39 is the “appropriate local control” t he
statute requires and that submitting that ordinance to referendum conflicts with the statute.
We disagree.

regulation that imposes waste collection rates, noting that it is required to establish the rates
for “rubbish disposal . . . by ordinance,” Minn. Stat. § 443.28. But the Legislature plainly
said that this statute must be “construed as an addition to existing charter . . . powers.”
Minn. Stat. § 443.34 (2018). In addition, other ordinances allow the Ci ty to “impose and
collect the costs associated with garbage service” from property owners if necessary, e.g.,
Saint Paul, Minn. Legis. Code §§ 32.01, 32.06, and the City does not contend that it would
be prohibited from enacting an ordinance to establish “rubbish disposal” rates if necessary
due to the repeal of Ordinance No. 18 -39. We therefore see no conflict between Minn.
Stat. § 443.28, and a referendum on Ordinance No. 18-39.

15
A review of our decisions confirms that we have found a conflict when a statute and
a municipal act cannot be reconciled because compliance wit h both is not reasonably
possible. See Power v. Nordstrom, 184 N.W. 967, 969 (Minn. 1921) (explaining that “an
ordinance must not be repugnant to, but in harmony with” statutes). For example, in
Bicking v. City of Minneapolis , we considered a proposed charter amendment that would
require municipal police officers to secure, and provide proof of, primary professional
liability insurance coverage , while also limiting the municipality’s reimbursement and
indemnification liability. 891 N.W.2d 304, 307 (Min n. 2017). We concluded that the
proposed charter amendment conflicted with state law because the proposed charter
amendment added requirements to the municipality’s statutory obligations, and by
restricting the extent of the municipality’s indemnification obligation and right to procure
additional insurance coverage for its employees , “forbid[s] what the statute” permits. Id.
at 314–15; see also State v. Kuhlman, 729 N.W.2d 577, 583 (Minn. 2007) (noting that a
municipal traffic ordinance conflict ed with s tate law because the ordinance added
requirements that were not part of the statute and thus imposed liability that was “more
general, not more specific” than that imposed by statute); Anderson v. City of Two Harbors,
70 N.W.2d 414, 418 (Minn. 1955) (concluding that an ordinance adopted by initiative that
required the municipality to appropriate a fixed amount to a hospital conflict ed with state
law because permissive language in a statute conferred discretion on the municipality to
appropriate funds to the community hospital).
In Mangold Midwest Co. v. Village of Richfield , however, we concluded that a
municipal ordinance that did not “permit, authorize, or encourage violation” of a statute

16
that prohibited certain sales on Sunday was a “complementary regulation” and thus “not
irreconcilable” with the terms of the statute. 143 N.W.2d 813, 818–19 (Minn. 1966); see
also St. Paul Citizens for Human Ri ghts v. City Council , 289 N.W.2d 402, 406 (Minn.
1979) (noting that neither a statute nor an ordinance could be construed to permit
discrimination on the basis of race, sex, or another protected classification, and thus finding
no “inconsistency” between the two because the ordinance did not have terms that a re
“irreconcilable” with the statute). As in Mangold Midwest Co. , the S aint Paul City
Charter’s referendum requirement is complementary with the terms of section 115A.94 ,
subdivision 4d. This is so because the legislative language leaves it to the municipality to
determine what type of local control is “appropriate” to establish organized collection.
The Legislature did not define “appropriate local control” in the statute. But the
dictionary defines “appropriate” broadly as meaning something that is “especially suitable
or compatible.” Merriam-Webster’s Collegiate Dictionary 57 (10th ed. 1993); see also In
re Restorff, 932 N.W.2d 12, 21 (Minn. 2019) (explaining that “appropriate” supervision ,
in the context of arrangements at a childcare facility, requires consideration of the relevant
circumstances). And certainly, an appropriate local control can include an ordinance, but
this phrase also sweeps within its ambit a broader array of authorize d municipal actions.
See 4 Eugene McQuillin, The Law of Municipal Corporations § 13:4 (3d ed. rev. 2011)
(noting that a municipality’s governing body enacts bylaws, ordinances, local laws,
resolutions, “and so forth”).
In Saint Paul, all ordinances are subject to referendum as long as certain
requirements are met. Saint Paul, Minn., City Charter § 8.01. Consistent with this charter

17
authority, an ordinance subject to referendum is an “appropriate local control” in S aint
Paul. The City cites to no langu age in the statute that restricts the referendum power the
Charter vests in Saint Paul residents. 9 And we cannot read limits into otherwise broad
statutory language. See City of Brainerd v. Brainerd Invs. P’ship , 827 N.W.2d 752, 756
(Minn. 2013) (“We cannot add words of qualification to the statute that the Legislature has
omitted.”).
Moreover, the surrounding context of the permitted legislative procedures and
process for organized waste collection confirms that the Legislature intended for
municipalities to have broad authority in this area. See City of Saint Paul v. Eldredge ,
800 N.W.2d 643, 648 (Minn. 2011) (stating that “we read the statute as a whole” and “give
effect to all statutory provisions”) . In contrast to other provisions of section 115 A.94,
which speak to the municipality’s authority to organize collection “by ordinance, franchise,
license, . . . contract, or other means,” Minn. Stat. § 115A.94, subd. 3(a), in subdivision 4d
the Legislature allowed the governing body to establish organized collection by
“appropriate local controls.”
Given the breadth of the phrase “appropriate local controls,” we cannot identify a
legislative intent to exclude t he exercise of referendum authority over an ordinance used
as the local control; indeed, a referendum simply acts as a vote on an ordinance by a broader
group—local residents—similar to the vote by elected officials. See St. Paul Citizens for

9 See, e.g., Municipality of Anchorage v. Holleman, 321 P.3d 378, 383 (Alaska 2014)
(noting that the power of a municipality’s legislative body to “make laws does not mean
that its authority to make laws is exclusive of the citizens’ correlative right of direct
legislation, absent some express limitation”).

18
Human Rights , 289 N.W.2d at 404 n.2. Put another way, we cannot discern a conflict
between section 115A.94, subdivision 4d, and the exercise of local charter powers without
a more specific indication of legislative intent. See, e.g., A.C.E. Equip. Co. v. Erickson ,
152 N.W.2d 739, 740 –41 (Minn. 1967) (concluding that a statute that permitted local
zoning regulation “by ordinance” did not “displace the manner in which ordinances are
passed” as provided in a city charter because the Legislature did “not dictate the method
that the local body should utilize”); see also Power, 184 N.W. at 969 (noting, in rejecting
a conflict challenge, that a statute did not prohibit nor expressly permit the conduct
prohibited by a municipal ordinance).
The broad language of section 115A.94, subdivision 6(c) , reinforces this
conclusion. Here, the Legislature authorized the exercise of “any authority,” including
“home rule charter ” authority. Minn. Stat. § 115A.94, subd. 6(c). Our reading of the
breadth of the “appropriate local controls” authorized by section 115A.94, subdivision 4d,
is consistent with the broad language used in this separate grant of authority. See State v.
Struzyk, 869 N.W.2d 280, 287 (Minn. 2015) (“We read and construe a statute as a whole
and interpret each section in light of the surrounding sections to avoid conflicting
interpretations.”).10
Here, there is no dispute that the City followed the procedures outlined in section
115A.94, and there is no dispute that the City Council decided to implement organized

10 The City contends that we must read section 115A.94, subdivision 6(c), in a more
limited fashion, by excluding the exercise of home rule charter authority in the context of
the post-decision, post-contract, post-ordinance enactment process. Our conclusion that

19
collection in the city. Similarly, there is no dispute that the residents’ referendum petition
was timely and met the charter signature requirements. Given the breadth of the legislative
language used to describe the local controls that establish organized collection, we
conclude that there is no conflict in proceeding with a proper referendum on the ordinance
enacted as directed in section 115A.94, subdivision 4(d).
II.
We turn next to the contract-impairment claim. States are prohibited from passing
laws that impair contractual obligations. U.S. Const. art. I, § 10; Minn. Const. art. I, § 11.
See Gretsch v. Vantium Capital, Inc., 846 N.W.2d 424, 435 (Minn. 2014) (stating that a
law “impairs the obligations of a contract when it renders those obligations invalid or
releases or extinguishes them” and noting that “retroactive impairment” is prohibited). The
party that asserts a constitutional challenge to the exercise of legislative authority bears a
heavy burden to prevail on that claim. See, e.g. , In re Individual 35W Bridge Litig. ,
806 N.W.2d 820, 829 (Minn. 2011) (stating that the party challenging the constitutionality
of legislation bears the burden of showing unconstitutionality).
The City asserts that a successful referendum on Ordinance No. 18-39 would
substantially and unconstitutionally impair its contract with St. Paul Haulers because both
parties would be prevented from performing the meaningful obligations of that contract

section 115A.94, subdivision 4d, does not reflect a legislative intent sufficient to find a
conflict with the exercise of referendum power makes it unnecessary to address this
argument.

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and both parties would thereby be deprived of the substantial benefits conferred by the
contract.
Respondents assert that a successful repeal of Ordinance No. 18 -39 does not result
in an unconstitutional impairment because the contract will only be, in simple terms, void.
That is, respondents contend, the repeal of the ordinance would effectively excuse the
parties’ performance under the contract, which is not an impairment. Further, respondents
assert that the balance of interests in this constitutional challenge tips decidedly in favor of
preserving the exercise of democratic processes. They urge the court to preserve the right
of residents to weigh in on the City’s ordinance that establishes organized collection.
We use a three-part test to analyze a contract-impairment claim. See Christensen v.
Minneapolis Mun. Emps . Ret. Bd., 331 N.W.2d 740, 750 –51 (Minn. 1983) (adopting the
three-part test announced in Energy Reserves Group, Inc. v. Kansas Power & Light Co .,
459 U.S. 400 (1983)). First, we consider whether the challenged legislation operates “as a
substantial impairment of a cont ractual obligation.” Id. at 750. Second, if a substantial
impairment is found, we consider whether there is “ a significant and legitimate public
purpose behind the legislation.” Jacobsen v. Anheuser-Busch, Inc., 392 N.W.2d 868, 872
(Minn. 1986). Finally, we review the legislation in light of the identified public purpose
“to see whether the adjustment of the rights and liabilities of the contracting parties is based
upon reasonable conditions and is of a character appropriate to the public purpose justifying
the law’s adoption.” Id.; see also W. States Utils. Co. v. City of Waseca , 65 N.W.2d 255,
261 (Minn. 1954) (noting a reluctance to impose a “literalism” on the constitutional
prohibition of impairment when to do so would be “destructive of the public interest”).

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We have previously considered a claim asserting that the exercise of citizen
legislative authority would unconstitutionally impair a contract on one other occasion, in
the context of a proposed charter amendment. In Davies v. City of Minneapolis, we
considered whether a charter amendment that would have repealed a tax enacted by the
City of Minneapolis to finance the construction of a sports facility would impair the city’s
contract with the bondholders who provided that financing. 31 6 N.W.2d 498, 499 –500
(Minn. 1982). Through a series of legislative steps at the state and municipal levels, t he
city had agreed to levy the tax “to produce revenue to assist in the debt service on revenue
bonds” issued by the Metropolitan Council, with the tax proceeds serving as the security
for the bond obligations . Id. at 499, 501 (explaining that Minn. Stat. § 473.592
“authorize[d]” the municipality chosen as the stadium location “to enter into an agreement
with the Commission and the Council, the ef fect of which is to obligate the municipality
to impose a sales tax”). Other legislation prohibited Minneapolis “ from later impairing,
revoking, or amending the tax until the bonds [were] fully discharged.” Id. at 501.
After $55 million in revenue bonds were sold, Minneapolis residents petitioned for
a charter amendment to be put on the ballot for the next election. The proposed charter
amendment would have prohibited the City Council from imposing a tax “for the
construction or operation” of a sports facility. Id. at 499. The City Council refused to put
the proposed charter amendment on the ballot, concluding that it would “result in an
unconstitutional impairment of contractual rights.” Id. at 500. We agreed, concluding that
the proposed charter amendment would “supersede[] the stadium legislation by prohibiting
further levy of a sales tax .” This result, we stated, would “work an impairment by totally

22
eliminating an important security provision in the bondholders’ contract.” Id. at 502.
The City relies on Davies to contend that the referendum will result in an
unconstitutional impairment of its contract. But Davies is distinguishable. The statute at
issue in that case required the City of Minneapolis “to impose a sales tax,” the proceeds of
which were used to pay the bond obligations. 316 N.W.2d at 501. The proposed charter
amendment was focused directly on that contractual obligation , expressly prohibiting
Minneapolis from imposing a tax or using tax proceeds to pay the bond obligations.
Here, whatever the result of the refe rendum, the City’s contract obligations are not
impaired. The City is contractually obligated to allow St. Paul Haulers the exclusive right to
provide waste collection services. The outcome of a referendum on an ordinance that
establishes waste collection will not terminate the contract and does not rise to the level of a
constitutional impairment of a contractual obligation. Indeed, the City concedes that its
contract will not be terminated by a successful repeal of the ordinance.11
We recognize that a successful repeal of the ordinance may leave the City with
substantial gaps in the enforcement mechanisms placed in the ordinance to implement the
terms of the City’s contract with the haulers. And the extent to which the City can enforce
the terms of its contract with St. Paul Haulers in the event of a successful repeal may depend
on the extent to which other ordinances fill those gaps. But these possibilities, while

11 The district court concluded that there was no unconstitutional impairment because
the force-majeure clause in the City’s contract with St. Paul Haulers was a negotiated term
that “contemplated the impairment of the contract due to a legislative, judicial, or executive
act.” We resolve the City’s contract-impairment claim on different grounds and, therefore,
we do not address the district court’s basis for rejecting this claim.

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potentially in the realm of contract brea ch, do not demonstrate that the City’s contractual
obligation is impaired. See Jackson Sawmills Co. v. United States , 580 F.2d 302, 311
(8th Cir. 1978) (noting that “impairment of performance of a contract” is not the same as
“impairment of the obligation of the contract”); see also Timmer v. Hardwick St ate Bank,
261 N.W. 456, 458–59 (Minn. 1935) (noting that a contract breach may impair the obligor’s
promise, but that “does not run afoul [of] the constitutional prohibition against ‘impairment
of contracts’ ”).
Because we conclude that the City has not demonstrated that a substantial impairment
of its contractual obligation will occur with a referendum vote on Ordinance No. 18-39, we
need not address the other two factors. See Acton Constr. Co. v. Comm’ r of Revenue ,
391 N.W.2d 828, 833–34 (Minn. 1986) (declining to address remaining factors of Energy
Reserves test after concluding that no substantial impairment of contractual obligation was
shown).
CONCLUSION

For the foregoing reasons, we affirm the decision of the district court.
Affirmed.