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2014, 05-20 Study Session MINUTES SPOKANE VALLEY CITY COUNCIL REGULAR MEETING STUDY SESSION FORMAT Spokane Valley City Hall Council Chambers Spokane Valley,Washington May 20,2014 6:00 p.m. Attendance: Councilmembers Staff Dean Grafos,Mayor Mike Jackson,City Manager Arne Woodard, Deputy Mayor Cary Driskell, City Attorney Bill Bates, Councilmember Erik Lamb,Deputy City Attorney Chuck Hafner, Councihnember Eric Guth,Public Works Director Rod Higgins,Councilmember Mike Stone,Parks&Recreation Director Ed Pace, Councilmember John Hohman, Community Development Dir. Ben Wick, Councilmember Lori Barlow, Senior PIanner Scott Kuhta,Planning Manager Martin Palaniuk,Planning Technician Carrie Koudelka,Deputy City Clerk Mayor Grafos called the meeting to order at 6:00 p.m. ROLL CALL: Deputy City Clerk Koudelka called the roll; all Councilmembers were present. Deputy Mayor Woodard moved and it was unanimously agreed to approve the amended agenda. ACTION ITEM: 1. Motion Consideration: Comprehensive Plan Proposed Amendments—Lori Barlow Mayor Grafos explained the procedure for going through each amendment and after the question by Deputy Mayor Woodard, City Attorney Driskell and City Manager Jackson explained that if a Councilmember makes a motion,that Councilmember cannot speak against the motion but he is still able to vote for or against the motion. In addition, if a motion is not seconded, the motion dies without further discussion. Mr. Jackson further clarified that even if the motion dies, that amendment will still be included in the ordinance with the notation that it did not receive a second motion and findings as to why Council did not move it forward. Senior Planner Barlow explained this is the eighth time presenting the amendments and the only new information she has is the additional requested information provided in the packet pertaining to the property adjacent to the Mirabeau Park property for CPA-01-14, and right-of way and traffic information for CPA-03-14. CPA 01-14: Mirabeau Park,change from Parks/Open Space to Mixed Use Center: It was moved by Councilmember Higgins and seconded to place CPA-01-14 in an ordinance for approval consideration at a subsequent Council meeting. As there were no questions from Council, Mayor Grafos invited comments from the public; no comments were offered. Deputy Mayor Woodard said he opposes the amendment and that he would like to have more information for additional parking for the trailhead and he said he wants the property to remain as open Iand and parks. Councilmember Hafner said he wants to see the amendment move forward because the City will have the say as to how it is developed and he said the amendment is generally consistent with the Comprehensive Plan goals and it provides us with flexibility and ultimate decision making by the Council. Councilmember Wick said he agrees with Councilmember Hafner and said the businesses and hotels in the area want to be able to take advantage of the river as an asset and he said it is good for economic development. Councilmember Bates said he is for the amendment and said it is a great opportunity to develop the Mirabeau Park area. Councilmember Pace Council Study Session 05-20-2014 Page 1 of 7 Approved by Council: 06-10-2014 said he hasn't heard any public comment speaking for the amendment so he said he thinks we can wait. Mayor Grafos said there is no rush and any building would block the view of the river and trail from Mirabeau Park and will change the character of the area. Councilmember Hafner said with the flexibility given to the City to determine what goes in there, it would not necessarily be a building or a negative use. Councilmember Wick said there was public testimony in favor of the amendment from a member of the economic development committee(EDC) and voiced clearly in the meetings of the EDC and in the report that was given by the EDC to Council that businesses and hotels in the area are for this amendment. Councilmember Higgins said he thinks that approving this amendment opens the door to options. Councilmember Pace said he hopes the City would sell the property so as not to compete with other businesses. City Manager Jackson said a purchase and sale agreement or a lease agreement could include provisions as to how the property would be used. Vote by show of hands: In Favor: Cottncilmentbers Bates, Haftter, Higgins, Wick Opposed.: Mayor Grafos, Deputy Mayor Woodard, Councilmember Pace. Motion passed. CPA 02-14 SCRAPS,Bradley Rd. change from Low Density Residential to Corridor Mixed Use. It was moved by Deputy Mayor Woodard and seconded to place CPA-02-14 in an ordinance for approval consideration at a subsequent Council meeting. Councilmember Woodard asked about the fence height requirements on Bradley. Ms. Barlow said under residential zoning a six-foot fence is not allowed at the street and would need to be set back twenty feet from the street.Mayor Grafos invited public comment: Mark Schollenburger: said he fears the dogs could get over the fence to harm him or his children or pets and is that he is opposed to the longer operating hours. Nancy Hill, SCRAPS: said the secondary parcel will only be used for leashed adoptable dog-walking,will not have added lighting, and will be kept clean and free of debris and waste. Deputy Mayor Woodard asked if we can restrict the property to a fifty-year No-Build Zone. City Attorney Driskell said he would have concerns using a development agreement for a no-build zone. Councilmember Pace said SCRAPS makes a nice buffer between the commercial and residential neighborhood but said he would like to guarantee no future building. City Manager Jackson said legal will look into that suggestion and bring back to Council at future readings. Councilmember Bates said that SCRAPS is good for the citizens but said that he is not in favor of a zone change. Councilmember Hafner said he is in favor of changing the zone to enable SCRAPS to be what it should be. Vote by acclamation: In Favor: Mayor Grafos, Deputy Mayor Woodard, Councilmembers Bates, Hai ter, Higgins, WickOpposed: Cotmcilmember Pace. Motion passed. CPA 03-14: Barker and Sprague,Low Density Residential to High Density Residential It was moved by Deputy Mayor Woodard and seconded to place CPA-03-14 in an ordinance for approval consideration at a subsequent Council meeting. Deputy Mayor Woodard said he thinks this site would be better suited to town-homes and will not vote for the amendment. Councilmember Hafner said lie agrees with the Planning Commission and that the amendment should be denied. Councilmember Pace said he will not support the amendment. Councilmember Higgins said the infrastructure in the neighborhood does not currently support changing the zone. Councilmember Wick said apartments would be out of place for the neighborhood and the infrastructure does not meet requirements. Mayor Grafos said he doesn't think the zone change is appropriate due to the lack of sidewalks and the traffic on Chapman Rd. Councilmember Pace said he agrees with what Council is saying but he wants to hear everyone's comments with new information. Mayor Grafos invited public comment. The following spoke in opposition to the proposal, based on increased traffic, crime, congestion, overcrowding of schools and the need for busing,lack of sidewalks,lack of services,adding a multi- story apartment complex instead of residential homes, vacant apartments in Spokane Valley, that the area is rural and should be kept rural, maintaining the integrity and characteristics of the Council Study Session 05-20-2014 Page 2 of 7 Approved by Council: 06-10-2014 neighborhood, that they bought their homes based on current zoning; and depreciation of home values and property: Robert Hollick: said the amendment would increase in traffic that hasn't been mitigated. George Covax: said the neighborhood is important to the people who Iive there. Miranda Colombo: said schools are overcrowded and an apartment building would be a disconnect to the community. Scott Jutte: said the owner has promised to do a good job but they can't promise it won't be sold. Stephanie Colombo: said this is not a practical use of the land and that 400' notice to neighbors is not enough and should be reconsidered. Debbie Siimerston: said the neighborhood is currently unable to handle the traffic,there are no sidewalks for kids and the schools are over-crowded. Dallas Williams: said there are plenty of apartments in the area, this is a disservice to the community. Jim Johnson: said his issue is the concept for the traffic signal and we should get a graph of the traffic. Zeta Smith: said Barker's two lanes would need to be improved and most houses in the area are single story homes so an apartment building would stick out. Russ Boucher: said he is against the amendment. Wayne Hoff: said he thinks the owner should live with the zone as purchased. David Colombo: said the neighborhood does not meet the guidelines for the proposal. Louis Deegan: said he moved to the area for a better life in rural Greenacres and asked if this apartment goes through,will that set a precedent for future apartments. Clyde Smith: said this will bring crime to the neighborhood and decrease property values. Sondra Belfry: said schools are over-crowded and they are losing high-interest classes to general studies. Gilbert Cook: said there is high traffic on Barker. Peter Higgins: said there is high traffic and we need a new traffic study. William Currier: discussed the core values of the City and said lie wants there to be balance with the change. Jackie Williams: said the MF-2 designation was intended to be a retirement setting and the MF-1 zoned property is not apartment buildings. Bill Deymonaz: said he is against the amendment and the community has come out to oppose it. Lee Nelson: said the nature of the neighborhood is rural and this is not just a land-use issue. Chelsea Woodward: said she is against the amendment and that we are only hearing from a fraction of the people. Deputy City Clerk Koudelka informed the Council of two comments received in email from Bob Hammond and Caroline Kroko to add to the record. Sean Kim: said he looks forward to seeing more decisions made using common sense. Speaking in favor of the proposal: Todd Whipple, of Whipple Consulting Engineers: said the property doesn't meet the standard of low- density residential (LDR) ground and it is adjacent to MF-2 zoning and across the street from MF-1 zoning. He said the more rural looking a property the more deceptive it is because it lulls people into a false sense of security in a rural setting. He said it is adjacent to a minor arterial and a collector arterial and by the City's definition, that is not LDR ground. He said sometimes the unpopular decision is the correct decision. Patrick Rushing — Airway Heights: did not speak to this issue but said he is impressed with the community involvement and representation at the meeting. Vote by acclamation: In favor: Coimcilmember Bates. Opposed:Mayor Grafos, Deputy Mayor Woodard,. Councilmembers Hafner, Higgins, Pace and Wick Motion failed. Mayor Grafos called for a recess at 7:47 p.m. Meeting reconvened at 8:05 p.m. Council Study Session 05-20-2014 Page 3 of 7 Approved by Council: 06-10-2014 CPA 04-14: City Initiated Text Amendment It was moved by Deputy Mayor Woodard and seconded to place CPA-04-14 in an ordinance for approval consideration at a subsequent Council meeting. Mayor Grafos invited public comment: no comments given. Vote by acclamation:In favor: Unanimous. Opposed:None. Motion passed CPA 05-14: City Initiated Text Amendment It was moved by Deputy Mayor Woodard and seconded to place CPA-05-14 in an ordinance for approval consideration at a subsequent Council meeting. Mayor Grafos invited public comment: no comments given. Vote by acclamation:In favor: Unanimous. Opposed:None. Motion passed. CPA 06-14: City Initiated Text Amendment It was moved by Deputy Mayor Woodard and seconded to place CPA-06-14 in an ordinance for approval consideration at a subsequent Council meeting. Mayor Grafos invited public comment: no comments given. Vote by acclamation:In favor: Unanimous. Opposed:None. Motion passed. CPA 07-14: City Initiated Text Amendment It was moved by Deputy Mayor Woodard and seconded to place CPA-07-14 in an ordinance for approval consideration at a subsequent Council meeting. Mayor Grafos invited public comment: no comments given. Vote by acclamation: In favor: Unanimous. Opposed.None. Motion passed CPA 08-14: City Initiated Text Amendment It was moved by Deputy Mayor Woodard and seconded to place CPA-08-14 in an ordinance for approval consideration at a subsequent Council meeting. Mayor Grafos invited public comment: no comments given. Vote by acclamation: In favor: Unanimous. Opposed:None. Motion passed. CPA 10-14: City Initiated Text Amendment It was moved by Deputy Mayor Woodard and seconded to place CPA-10-14 in an ordinance for approval consideration at a subsequent Council meeting. Mayor Grafos invited public comment: no comments given. Vote by acclamation:In favor: Unanimous. Opposed:None. Motion passed. NON-ACTION ITEMS: 2. Stormwater Capital Improvement Plan(CIP)2015-2020—Eric Guth Public Works Director Guth discussed the CIP plan and said it is used to leverage funding and align planning to return the best value to our customers. He went through his Powerpoint presentation and explained how projects are programmed into the plan and how we fund the projects that have been programmed. He said we have funds in the 402 Reserve fund and we have started spending down that fund balance. By the end of 2014, he anticipates spending$2.3 million with the ultimate goal of spending the fund down to $1 million. He said the projects for 2015 include Small Works projects, Underground Injection Control (UIC) Retrofits that include swales and dtywells, Broadway and Havana to Fancher storm sewer improvements, pre-design of Chester Creek Wetland Overflow Improvements, and the Wellhead Protection study and pre-design. He said he would like to bring the plan to Council on May 27, 2014, for approval consideration. CounciImember Pace asked how we know if there is a problem with our wells and Mr. Guth said under our permit with the Department of Ecology, we are required to filter out drainage from roads before injecting it into the aquifer. He said wellhead protection is state regulated and is required of water purveyors to ensure the river is not taking in contaminants. Councilmember Pace asked if it is actually measured by the state and Mr. Guth said all wells are tested for contaminants.It was the consensus of Council to advance for a motion consideration. 3.Appleway Landscaping Phase 1 —Eric Guth Public Works Director Guth said this project is on Appleway from Dora to Park Roads and Council approved the project for 2014. He said $250,000 is funded from the street fund plus some additional Council Study Session 05-20-2014 Page 4 of 7 Approved by Council: 06-10-2014 stormwater funding. He went through his Powerpoint presentation and discussed the two landscaping options proposed. Option 1 offers landscape behind the sidewalk and edging at the property line. Option 2 separates the sidewalk from the street with landscape between the sidewalk and curb. He said staff recommends Option 2 for its safety and aesthetic enhancements and he said the extra$80,000 to $100,000 for this option can be paid from the utility fund. Mr. Guth said there are areas where the sidewalk can't be separated from the street due to right-of-way issues and existing private fences, but they would be moved wherever possible.It was the consensus of Council to move forward with Option 2. 4.Draft 2015-2020 Six Year Transportation Improvement Plan(TIP)—Eric Guth Public Works Director Guth said the TIP is a work in progress and he asked for further comment from Council as to what they would like brought forward. He said the public hearing is scheduled for June 10, 2014. Councilmember Pace asked if they should go further south to the city limits on Barker Road. Deputy Mayor Woodard said he thinks that portion comes later in the TIP and if not, he'd like that to be added. Councilmember Wick said that portion is scheduled for 2017 in the TIP. Councilmember Bates asked what type of intersection is proposed for Sprague and Barker and Mr. Guth said that is not yet decided and they are seeking to get more input from the neighborhood. He said a roundabout is preferred but that hasn't been decided. It was the consensus of Council to move forward with the projects on the TIP. 4a. Solid Waste Transfer,Transport&Disposal—Mike Jackson,Erik Lamb City Manager Jackson began by clarifying the solid waste system, starting with collection at curbside, then transporting to a transfer station, and then final disposal. He said tonight he is only talking about the transfer, transport and disposal of solid waste and not the collection from residences or businesses. He said this won't change services provided to residents unless they typically self-haul their refuse. He went through the Powerpoint presentation detailing the two options, a Sunshine Recyclers Inc. contract and a Spokane County Interlocal agreement. He said it is important to consider all aspects of the two options. Mr. Jackson said the services provided and the business hours are the same for both options. He then explained the process for selecting a provider going forward, beginning with his administrative report tonight, a motion consideration next week for Council to determine which option to proceed with, then another motion consideration June 3rd to proceed with a final agreement with the vendor selected by Council. Proceeding through the presentation, he said that Sunshine is a ten-year term contract with two three-year extensions and no early opt-out provision. The County agreement is a seven-year term with four five-year extensions and a three-year opt-out provision. It was moved by Deputy Mayor Woodard, seconded, and unanimously agreed to extend the meeting for one hour. Mr. Jackson said the rates with sunshine are set at $98.15 per ton for solid waste and $50 per ton for "clean green." He said the County has not provided us with their rates but they estimate $104.59 per ton for solid waste and $47 per ton for "clean green." The escalation with Sunshine is ninety percent of CPI with the first escalation taking place December 1, 2015. He said the escalation is unknown with the County. Deputy City Attorney Lamb highlighted a few important points in the draft contract and draft interlocal agreement. He said section 2, page 3, of the interlocal discusses the three-year opt-out and the seven-year term and said we must give twelve months written notice to the County in advance of opting out. He said if we opt out,we are not required to pay for the balance owed on the transfer station. He said we received updated language today that authorizes us to use either our own plan or the County's plan with regard to planning requirements. He said in section C-1, the County would require the City to adopt flow control and enforcement. Mr. Lamb said staff sees flow control as a benefit to the system so it is not in the best Council Study Session 05-20-2014 Page 5 of 7 Approved by Council: 06-10-2014 interest of the City to spend our general funds on enforcement of flow control. He said the County has changed that and said they will be required to enforce flow control.Mr. Jackson said that could cause the rates to the system to increase. Mr, Lamb said section C-2 discusses the formation of a Solid Waste Advisory Committee for use as an advisory board and the responsibilities of that board. In the Sunshine contract, Mr. Lamb said page 9 outlines the contractor responsibilities, the provision of transfer, transport and disposal services, which are services currently provided to us from Spokane County, He said page 17, section 4.1, outlines the City's responsibilities and that we have agreed that our collection contracts will designate that we will use Sunshine transfer stations and the City will be responsible for enforcement. He said the City is not obligated to impose mandatory collection. Mr. Lamb said page 26 lists the various defaults and he said six of the major defaults include failure to provide services, release of hazardous waste, improper utilization of the Emergency Operations Plan, assignment of duties, assignment of ownership, and bankruptcy. He said the consequences for defaults are listed on page 27 and include liquidated damages, termination of agreement, keeping the agreement while seeking other services at the expense of Sunshine, court proceedings, a $1 million performance bond to ensure services, and any combination thereof. It was moved by Deputy Mayor Woodard, seconded, and unanimously agreed to extend the meeting forty- five minutes. 5. Centennial Trail Draft Agreement—Mike Stone Parks and Recreation Director Stone said the City has been working on this agreement since just after incorporation in 2003 and the draft plan was reviewed by the staff of Washington State Parks, Spokane County and the Cities of both Spokane and Spokane Valley. He said the trail is thirty-seven miles long from the State Line to Nine Mile Falls and gave a brief history of the development and design of the trail. He said the cooperative agreement is comprised of a management plan and a trail maintenance fund as detailed in the presentation included in the packet materials. He said Spokane Valley's portion to contribute to the maintenance fund is $20,000 per year, beginning February 1 of 2015. It was the consensus of Council to bring the agreement forward for approval consideration at a fixture meeting. 6.Advance Agenda--Mayor Grafos Councilmember Pace said he would like an administrative report to revisit commercial truck parking in neighborhoods. Councilmember Hafner said he doesn't think we are ready to bring it back yet and asked if there have been any complaints or citations issued since the ordinance was adopted and the asked what has changed to warrant revisiting the issue. Woodard said he would like to know if there have been any violations or citations in the no-truck routes and said he would like to see what's happening before moving forward and he also asked if Council thinks there is something wrong with the ordinance now. City Manager Jackson suggested staff provide Council with an information item at a future meeting and then Council can decide if want they want to revisit. Mayor Grafos said lie thinks we should bring it back and said he would like it on the advance agenda and Councilmember Pace said he wants an administrative report rather than an information item. Mr. Jackson said staff will add an administrative report for Truck parking to present to Council in the next few weeks. He said we will schedule solid waste for May 27th and June 3rd. Councilmember Wick asked if we could get someone from Washington State Department of Transportation to update Council on the North/South corridor. Mr. Jackson said we will arrange for that. Mayor Grafos asked for information to be provided concerning the rezone of Trent Avenue getting "down-zoned" in 2007 and asked how to get it amended and added onto the Comprehensive Plan and when to start that process.Mr. Jackson said he will check and come back to Council with information. INFORMATION ONLY ITEMS: 7. Commercial Vehicles Parking in Residential Areas was for information only and was not reported or discussed. Council Study Session 05-20-2014 Page 6 of 7 Approved by Council: 06-10-2014 8. Council Comments—Mayor Grafos There were no Council comments. 9. City Manager Comments—Mike Jackson Mr. Jackson said Finance Director Calhoun will provide Council with a report pertaining to potential changes to streamlined sales tax mitigation and outline any ramifications or areas of possible Council involvement. It was moved by Deputy Mayor Woodard, seconded and unanimously agreed to adjourn. The meeting adjourned at 10:42 p.m. Dean Gra , of l , A El1,‘A.1 , / _' hristine Bainbridge, City Clerk Council Study Session 05-20-2014 Page 7 of 7 Approved by Council: 06-10-2014 Li it CITY OF SPOKANE VALLEY Request for Council Action Meeting Date: 5120114 Department Director Approval: ❑ Check all that apply: ❑ consent ❑ old business ❑ new business ❑ public hearing ❑ information © admin. report ❑ pending legislation ❑ executive session AGENDA ITEM TITLE: Administrative Report: Solid Waste Transfer Station/Transport/Disposal GOVERNING LEGISLATION: RCW 35A.11.020 Powers vested in Legislative Bodies of Code Cities; RCW 35A.13 -- Non-charter code city; RCW 35A.21 Provisions affecting All Code Cities; ROW 70.95 — Solid Waste Management e Reduction & Recycling; ROW 70.105 Hazardous Waste Management; Interlocal Agreement between the City of Spokane, Spokane County and the City of Spokane Valley e RE: Spokane Regional Solid Waste Management System, expires November 16, 2014. PREVIOUS COUNCIL ACTION TAKEN: Council has adopted goals related to solid waste in the 2012, 2013 and 2014 budgets. The 2014 goal adopted by Council is to "Implement solid waste alternatives for collection, transport and disposal in the best interest of the City of Spokane Valley." Council has been briefed and/or discussed solid waste on a number of occasions. The following is a synopsis of those meetings but is not all inclusive: On January 22, 2013, Council approved the Memorandum of Understanding (MOU) between the City of Spokane Valley, the City of Spokane, and Spokane County, to jointly conduct the Solid Waste Analysis; on February 6, 2013, Council participated in a joint meeting with Spokane County Commissioners to discuss alternatives; on February 26, 2013, Council discussed solid waste in detail at the Council Workshop; on August, 28, 2013, Council attended the presentation of an analysis of solid waste alternatives completed by HDR; On September 3, 2013, Council discussed the draft solid waste study completed by HDR; on September 4, 2013, Council hosted a joint meeting with Spokane County Commissioners to discuss alternatives and make a specific proposal to the County; on October 3, 2013, Council discussed solid waste alternatives and approved sending Spokane County Commissioners a letter re-emphasizing Spokane Valley's position to reconsider the specific option offered by Spokane Valley at the joint meeting; on February 24, 2014, Council hosted a joint meeting with Spokane County Commissioners to continue discussions on solid waste alternatives and to review/discuss Spokane County's proposed draft of the Interlocal Agreement for joining its system; on February 27, 2014, Council attended the Regional Solid Waste meeting at CenterPlace; and on February 28, 2014, Council attended the Council of Governments where solid waste was one of many topics. On March 11, 2014 Council discussed three primary topics including development of a solid waste plan and continuing to pursue public private options as well as reviewing Spokane County's draft Interlocal Agreement for Solid Waste. Council reviewed the proposed Interlocal and discussed talking points to provide to the County Commissioners. On March 20, 2014 the City sent a letter to the County Commissioners enumerating the City's concerns. On March 31, 2014, the Commissioners responded with a letter speaking to the City's concerns and provided a revised draft Interlocal addressing some, but not all of the City's points. Staff continues to communicate with Spokane County on 1 revisions. Staff briefed Council at the May 13, 2014 Council meeting and staff anticipated bringing a final draft of the Spokane County Interlocal and a final draft contract with the only available private option (Sunshine Recyclers) back to Council on May 20, 2014 or shortly thereafter for consideration by Council. BACKGROUND: The City of Spokane Valley has been actively pursuing options for solid waste disposal since the extension of the Interlocal Agreement with the City of Spokane Valley, City of Spokane and Spokane County was approved by our City Council on October 25, 2011. The purpose of the extension was to allow time for the various cities and Spokane County to determine solid waste alternatives. The various alternatives have evolved over the last 3 years from the possible continuation of the existing solid waste system, to Spokane being a vendor only, to the current status where an Interlocal Agreement was signed between the City of Spokane and Spokane County and Spokane County is proposing to own and operate a solid waste system. Spokane Valley had formally offered to partner with Spokane County (September 4 and October 3, 2013) prior to Spokane County moving independently to negotiate with the City of Spokane and making a decision to purchase the Colbert and Spokane Valley transfer stations from the City of Spokane and continue to send waste to the City of Spokane's waste to energy incinerator. The City of Spokane Valley received a proposed Interlocal Agreement for Solid Waste Services from Spokane County on Monday, February 24, 2014. On that same day the City met in joint session with Spokane County Commissioners to discuss solid waste. This was followed by a meeting of County Commissioners, Spokane Valley, Liberty Lake, Airway Heights, Deer Park and other stakeholders on Thursday, February 27, 2014 at CenterPlace to further discuss the proposed Spokane County solid waste system and Interlocal agreement. The City of Spokane Valley is now faced with decisions regarding solid waste. As highlighted by the Department of Ecology at the February 27, 2014 meeting, the November 16, 2014 termination creates some very time-sensitive decisions which the City of Spokane Valley has addressed. 1. Selection of an option regarding development of a Comprehensive Solid Waste Plan. The City's options per RCW 70.95.080 are a. Prepare and deliver to the county auditor of the county in which it is located its plan for its own solid waste management for integration into the county plan; b. Enter into an agreement with the county pursuant to which the city shall participate in preparing a joint city-county plan for solid waste management, or c. Authorize the county to prepare a plan for the city's solid waste management for inclusion in the comprehensive county plan. The City of Spokane Valley selected option a above. Staff is working with the consulting firm of Green Solutions to develop a Solid Waste Plan for the City of Spokane Valley. Staff is working with the Department of Ecology and the consultant in the development of the plan. 2. Discuss and develop terms and conditions that the City of Spokane Valley would like to see in Spokane County's proposed Interlocal Agreement if the City should choose to sign an agreement with Spokane County. Staff worked with Council to develop terms and conditions and conveyed those concepts to Spokane County. The County has responded to the City and has made a number of changes to the Interlocal Agreement. However on some significant points, the County has determined not to make changes and has conveyed those to the City as well. 2 3. Continue to investigate public-private partnerships if found to provide adequate service levels and reduce the cost of services to Spokane Valley residents. Staff has continued to investigate public private partnerships and has narrowed down the list of potential private transfer station operations that can be in place by November 16, 2014 to one, which is Sunshine Recyclers Inc. with an existing transfer station located in Spokane Valley at University and Montgomery. Staff has been working to develop a draft service contract with Sunshine, the details of which we are providing to City Council tonight, May 20, 2014. OPTIONS: Discussion about solid waste for Spokane Valley transfer station, transport and disposal of solid waste. Comparison of services between two potential service providers Sunshine Recyclers Inc. and Spokane County Solid Waste System, RECOMMENDED ACTION OR MOTION: Discussion Only BUDGET/FINANCIAL IMPACTS: The City currently does not have a revenue source for solid waste other than the general fund. Costs to date include the HDR study developed through an MOU with Spokane County and the City of Spokane, follow-up work by City Manager with solid waste consultants Shaw Environmental and Green Solutions. The City potentially could recover administrative or other costs through various means in its final solid waste system. This would be a topic for future discussion. The reduction in rates, if any, would directly benefit the residents and businesses of Spokane Valley. The City itself would not benefit directly because we would not pay directly for transfer, transport and disposal of solid waste services. STAFF CONTACT: City Manager- Mike Jackson ATTACHMENTS: PowerPoint Presentation Letter from City of Spokane Valley to Spokane County Commissioners Re: City of Spokane Valley Comments to proposed interlocal agreement. Letter from Spokane County to City of Spokane Valley Re: Responses to City of Spokane Valley Comments Proposed Solid Waste Interlocal Agreement. DRAFT Interlocal Agreement Spokane County for Solid Waste Transfer and Disposal and other Matters Related Thereto DRAFT Agreement for Comprehensive Solid Waste Transfer, Transport, and Disposal Services Sunshine Recyclers, Inc. 3 Collection s * : : �=-A City of Spokane Valley 1` solid Waste Transfer Station P ETnspr] ! I ,r , , > � - i -- ^ti Solid Waste 2014 Council Goal "Implement solid waste alternatives for collection, transpc?-.;r r2; c: disposal in the best interest of the City of Spokane Valley" r Council CORE BELIEFS Section 8: We solicit the City Manager's support in conducting the affairs of the City with due regard for: Seeking creative ways to contain or impede the rising cost o-r governmental services, incauding examination of private sector alternatives in lieu of governmentally provided services. 2 Comparison of Opti • ns: PRIVATE vs. COUNTY 3 FactorSunshine Rec clers Inc. Cont�ractr.' �'` Services Transfer, transport & disposal of Transfer, transport & disposal of trash, trash, organics/green waste, organics/green waste, construction construction /demolition waste, /demolition waste, recyclables, recyclables, moderate risk - moderate risk — household hazardous household hazardous waste, & waste, & white goods. Self-haul. white goods. Self-haul. Transfer Station 2405 N University Rd, Spokane, WA Spokane Valley Transfer Station, 3941 N Locations 99206 ' Sullivan Rd, Spokane Valley, WA 99216 Spokane North Transfer Station, 22123 N Elk Chattaroy Rd, Colbert, WA 99005 1 Hours Seven days per week, Seven days per week, 7:30 A.M. - 5:00 P.M. 7:30 A.M. - 5:00 P.M. Spokane • _ r? ____/ tip , i r� _-;3_t i_rT ra nsf r ,_ - - /;----- City of - Tiliwond •Sts • i © - tea.-. �I - LI I I �� _. , j ` Tran fer - fi • 1111111E111-11111111 .. • . .. MO • ice � , _ - ' N..,.r`4) ---ir-- , Ina ' . -,,, '"--'s, , ' 1 j l L �. • ! _�� r- I 1 5 Comparison of Options: PRIVATE vs. COUNTY Factor Sunshine Recyclers Inc. Contract County Interlocal Agreement 4: . Term , 10 years 7 years Renewals Two 3-year extensions, mutually Four 5-year extensions, agreeable mutually agreeable Early opt-out of No After 3 years (but alternate contract option would have to be identified, evaluated and implemented) Improvements Sunshine has indicated it will need I Need for site improvements to make site improvements in not anticipated to existing order to provide the required transfer stations in the near services term Comparison of Options: PRIVATE vs. COUNTY 6 Factor Sunshine Recyclers Inc. Contract County Interlocal Agreement Municipal Solid Waste Two landfill facilities proposed Waste to Energy Facility - Ash Disposal (Roosevelt Landfill and Wenatchee to landfill (Bypass, if any, to Landfill). landfill) Opt-out potential at 3 years but County would have to pay outstanding balance on Transfer Stations within 12 months Organics Disposal Accepted - transported for ' Accepted - transported for Clean Green) composting composting Contingency Emergency operations plan. Two transfer stations. Sunshine to provide access to back-up transfer station. Comparison of Options: PRIVATE vs. COUNTY 7 Factor Sunshine Recyclers Inc. County Interlocal Agreement Contract Insurance Auto - $1,000,000; Insurance requested by County RFP: Commercial - "Transfer Station Operator required to provide $1,000,000/$2,000,000; Worker's Compensation; Umbrella - $5,000,000; Employer's Liability ($1,000,000); Environmental Liability - Auto Liability Insurance ($1,000,000); $5,000,000 Commercial General Liability ($5,000,000 each occurrence and $5,000,000 aggregate); Coverage for the City of Professional Liability/Errors and Omissions Spokane Valley. Liability ($1,000,000); Environmental Pollution ($3,000,000 per claim and $6,000,000 aggregate)" Coverage for Spokane County. City of Spokane Valley not named as additional insured. Comparison of Options: PRIVATE vs. COUNTY 8 Factor Sunshine Recyclers Inc. Contract County Interlocal Agreement. Surety $1,000,000 performance bond or No performance bond or liquidated letter of credit. damages; however, since County Liquidated damages: $4,000/day for would be responsible for solid major defaults, $1,000/day for waste, management, these would minor defaults. Performance not necessarily be appropriate. standards included in contract Reporting No audited financial Statements Annual Audit by State; Annual bank letter Comprehensive Annual Financial Debt Service Ratio Report and Financial Records; Annual reports of tonnage, trips, Statement of Income and Expenses customer service, inquiries, and annually, provided to the SWAC. extraordinary services Records of the Solid Waste Enterprise Fund only. Comparison of Options: PRIVATE vs. COUNTY 9 Factor Sunshine Recyclers Inc. Contract County Interlocal Agreement Service Fees ($/ton) Trash = $92.00/ton (minimum charge of Trash — To Be Determined (TBD) $15.20 per visit); - County estimates the rate will City administration/education = match current rate; a minimum $125,000/year (approx. $2.75/ton). charge of $15.23 for first 300 State Solid Waste Tax (3.6 %) = $3.40/ton. pounds. $104.59/ton at transfer Total fee to rate payers = $98.15/ton i stations. Services incorporated (service fee + admin fee + State tax). in total fee. Organics = $50.00/ton, minimum charge Organics --TBD - County of $10.00 per visit (organic's fee does not estimates the rate will match apply to commercial food waste loads) current rate of $47/ton (minimum charge of $5.00 - (Fees paid to contractor not to the City) 220Ibs. Additional 47 cents for each 20 lbs. above 220) Comparison of Options: PRIVATE vs. COUNTY 10 Factor Sunshine Recyclers Inc. County Interlocal Agreement Contract Escalation 90 % of CPI (first escalation on Not known. December 1, 2015) WTE component will increase at CPI. Transfer station operations may increase based on CPI and labor index. Transport costs may increase based on CPI and fuel index. Customer Service Resolution through Sunshine, Resolution through the County upward through management, and then to the City Comparison of Options: PRIVATE vs. COUNTY 11 Factor Sunshine Recyclers Inc.; 4 County Interlocal Agreement Contract... . . r Control over rate Rate increases as specified in —1 Not known. City would have a increases contract and are automatic based representative on the SWAC committee. on 90% of CPI. SWAC committee will provide comments & recommendations to BoCC. Pricing dependent No Not known. Pricing may depend on on tonnage? number of cities that sign ILA. Flow control City to require designated City to adopt flow control ordinance requirements haulers to use Sunshine facility in similar to County's ordinance. hauling contracts. City to enforce Enforcement may be City or County -- hauling contract requirement. still to be determined. Comparison of Options: PRIVATE vs. COUNTY 12 Factor . _� _. o _ RFP for long-haul After 10 years. i Potentially within 3 years (but transport & disposal County's contract for transfer station operations is 10 years) Ownership of Transfer Sunshine County (Purchased from the Stations City of Spokane - $9.9m) Regional Aspects Cooperative Services provision in Unclear how this is a regional contract allows other system. municipalities to "piggyback" onto City's contract. Won't impact City's pricing. Comprehensive Required to be done by City Required to be done by County Planning but City could develop its own plan. Comparison of Options: PRIVATE vs. COUNTY 13 Factor Sunshine Rec clers lnc. Contract, Count Lnterlocal Agreement Revenue to City Right-of-way maintenance fee: , Sharing of potential utility tax ti $1.00/ton for all waste handled at revenues based on proportionate transfer station in excess of 45,500 tonnage delivered by tons per year. (fee does not apply to cities/County. commercial recyclables brought ht to y g Sunshine for baling, marketing and/or processing) Solid Waste Education Required to be done by City. Required to be done by County. Potential for grant funding. Grant funding available. Full control and City would manage performance County would be responsible for management contract with Sunshine. j control and management of solid responsibility for solid waste. waste Sur Y of � Spokane ,-,'' \Talley° .�;",-,., -,'i.' 11707 E Sprague Ave Suite 106 4 Spokane Valley WA 99206 509.921,1000+ Fax: 509,921.1008 i cityhall®spokanevalley.or0 March 20,2014 Honorable Chairman Al French and Board of County Commissioners Spokane County Courthouse 1116 West Broadway Avenue Spokane, WA 99260 Re: City ofSpokane Valley comments to proposed interlocal agreement To the Board of County Commissioners: Thank you for providing the proposed interlocal agreement to join and participate in the • Spokane County Solid Waste System. The City received the proposed interlocal on February 24,2014,and participated in several meetings with Spokane County during the week of February 24 on the County's new solid waste system. The City of Spokane Valley City Council conducted a discussion on the proposed interlocal agreement at its March 11,2014 regular meeting. Additionally, City staff has reviewed the proposed. interlocal agreement, As you previously indicated,the proposed interlocal agreement is a starting draft and you are seeking comments and input into the draft and for the establishment of the County's proposed system. Based on City Council discussion and staff review,I met with Chairman Al French to discuss Spokane Valley's comments and offered to provide those in writing. As discussions progress some comments may be revised or new issues may develop. The City of Spokane Valley has identified the following comments, concepts and issues of importance to our consideration for participation in the County's proposed system: 1. Given the time constraints on all panties,the City desires to work to general agreement on the concepts below. The City believes that the parties already concur on many of the issues and anticipates that those will be incorporated into the next draft of the proposed interlocal agreement by the County. The City desires to enter into a memorandum of understanding("MOU")on resolving the others. After the MCU is executed,the parties may then work through details to include the other concepts in the proposed interlocal agreement once they are resolved. 2, The City of Spokane Valley(the"City")desires to have an actual rate or guaranteed rate ceiling incorporating all costs (capital costs, operating costs,program costs,and overhead costs)prior to executing the proposed interlocal agreement. 3. The City believes that combining transfer station operations with transport and disposal will result in the lowest cost overall for the system. In order to do so,the City desires the County to issue an immediate Request for Proposals for combined transfer station operations,transport services, and disposal services to allow transition in three years to the lowest cost option. The City recognizes that the County is seeking a contractor to operate the transfer stations under a 10-year term and that an early termination clause will be included in the operating contract. 4. The City desires to have future handling of solid waste tonnage from the West Plains area clearly delineated,including what transfer station,transport and disposal options will be utilized. The City has concerns about what may happen if the new County system pays off the transfer stations after three years and utilizes an option other than the City of Spokane's Waste-to-Energy facility. Specifically,the City believes a new West Plains transfer station is not necessary as there are alternatives(use of the existing transfer stations)and a new West Plains station would result in excessive additional costs for the entire system.In any ease,the City of Spokane Valley does not believe that all system users should support the development of a West Plains transfer station. 5. The City desires to establish a governing body with authority to set rates, service levels, and other operational authority and control for the regional system, including local jurisdiction participation on such body. Other issues for consideration include possibly setting a rate ceiling, setting or removing the minimum load charge for self-haulers, and possible ownership issues.The City has remained consistent in regards to governance as it is critical to the City's commitment of representing our citizens through rate setting and cost control authority. 6. The City requests a commitment front the County to always seek and obtain the lowest price option,with an opt-out available for the City if the County pursues higher-priced options. If ownership is part of the agreement, the City would seek either buy-out or recovery of the City's portion towards the capital investment.The City also seeks dialog on recovery of operational and other enterprise fund reserves should the City withdraw at any time. 7. The City requests that if an intermodal facility or rail transloader is developed related to solid waste, it must have direct access at the same location to both Burlington Northern and Uniout Pacific rail lines in order to take advantage of competition for landfill disposal, Also,future competitive bids should not be restricted to a specific transport mode or specific intermodal system. System users should not directly fund the development of rail facilities.These facilities should be funded by the private sector or other public/private partnerships. R. The City desires a clear and transparent accounting of all aspects of operation, including any interfund transfers or other comingling of County resources,revenues,or expenses. 9. The City requests the County to give consideration to local jurisdictions and their ability to provide certain services such as recycling or education in order to allow local jurisdictions more control over rates. 10. The City desires the gate rate to be reduced by the amount of the capital payment when the transfer stations are paid off. Specifically,the City desires that the 2 interlocal agreement will clearly show a direct correlation between capital purchase payoff and rate reduction(e.g.,if capital payment amount is equal to$11 per ton,upon pay off,the gate rate will be reduced by$11 per ton), 11. The City desires to discuss the possibilities for ownership and equity in system facilities, The City would like clarification on what ownership,buy-in,and buy- out would mean,how it could be accomplished,and how it would work for rate payers of various jurisdictions. Additionally, the City would like to understand how system control would be tied to ownership. 12. The City desires to have strict limits on atiy rent,lease,or depreciation costs included for the period of the agreement,including limits on what may be imposed after the facilities are fully paid. Additionally,the City desires to clearly identify any equipment or facility replacement or maintenance funds that may be required throughout the term of the agreement. Finally,the City desires to identify how future capital costs, including any reserve fiords,will be applied to the gate rates. 13. The City desires to see the final rates(or rate estimates)with(1)all County, City and other local jurisdiction waste,and(2) all waste except for the City in order to understand the impact of the City joining the system. 14. The City desires to have revenue sharing options included in the interlocal agreement,in the event there is ever a utility tax or revenue component. Additionally,the City desires clarification on how revenue sharing would work with any revenues distributed by the City of Spokane under the County's interlocal agreement with Spokane. 15, The City desires that the County or system will enforce all flow control requirements. Another possibility may be for the system to pay for all flow control • enforcement. 16. The City must have the ability to submit an RFP prior to termination in the event that it desires to go with a non-system alternative. In that RFP,the City would contemplate siting of a new transfer station. The City would require that section C(1)(ii) be amended to allow this. 17. City will want to discuss mutual indemnification further depending on its involvement in and level of control and responsibility for system. If the City has no or little control over the system and rates,it should not be required to indemnify the County. 18. The City desires to get reports of City of Spokane Valley tonnage going forward. 19. The City requests clarification on how the County envisions flow control working with the City of Spokane,especially if there are price differences and the Waste- to-energy facility is cheaper than the system. Further,how much of the City of Spokane's waste goes to the transfer stations currently, and has the City of Spokane committed to continuing such deliveries? 20. The City desires clarification on how the County would make the required balloon payment in the event it opts-out at the end of three years and what impact it would have on signatory cities, 3 21. The proposed interlocal agreement broadly defines solid waste to include materials such as industrial wastes,sewage sludge, abandoned vehicles, and contaminated soils,Will such materials be accepted at the transfer stations? 22. The City intends to develop and adopt its own comprehensive solid waste management plan. 23, The City desires information on the status of the legacy landfills,including projected costs for ongoing closure maintenance,projected rate impacts,and projected final closure date. 24, The City requests a term of three years, although depending on County's agreement to implement cheaper alternatives at the three year opt-out,the City may be willing to discuss a possible longer term. Further,the City desires ability to exit without mutual agreement by providing reasonable advance notice. The City would consider possible limits on when this might be allowed(e.g., at the three-year buy-out period). 25. The City desires to discuss equity issues if the City of Spokane desires to join the County system in the future. As indicated,these are issues identified by the City specific to the handling of City of Spokane Valley solid waste.It is my understanding the County is revising the draft interlocal to be re-sent to prospective members. I encourage you to incorporate the City's comments or contact me for discussion/clarification. I believe we already concur on many of the comments and issues while some comments will require negotiation and discussion. The City would be happy to meet and discuss these with you. Finally,the City of Spokane Valley has made the determination to develop its own Comprehensive Solid Waste Plan. This plan will be developed with alternatives for inclusion in the County's system and possible public/private partnerships. Our objective is to develop an interlocal that will allow for final comparison and timely decisions on our part as soon as County rates are provided. Sincer, , 1,141f-k_ Mike ckson, City Manager c: Dean Grafos,Mayor Arne Woodard,Deputy Mayor Rod Higgins, Councilmember Ed Pace, Councilmember Chuck Hafner, Councilmember Ben Wick,Councilmember Bill Bates, Councilmember 4 S P O K A iN E 4111. _wE C O U N T Y OF'3'IC,7_ti oI+COLnnlYCOMMISSIONERS' TODD MET?r,KE,1ST DTSE1tiC'r'Si JELLY O'QUINN,2ND DISTRICT Al,FRENCH,3RD n15r111Cr March 31,2014 Mr.Mike Jackson,City Manager City of Spokane Valley 11707 E.Sprague Avenue Spokane Valley,WA.99206 • RE: Responses to City of Spokane Valley Comments Proposed Solid Waste Interlocal Agreement Dear Mr.Jackson, Thank you for your letter of March 20, 2014, wherein you present the City's comments, concepts, and issues of importance relative to consideration of participation in the County's Regional Solid Waste System. We have made a number of modifications to the Interlocal Agreement(ILA) in response to the comments that we received at the meeting at CenterPlace on February 27`1 and the comments presented in your letter. Updated versions of the ILA are enclosed for your consideration. Note that we have included a version in"track changes"format,as well as a"clean"version. Modifications to the ILA include the following: 1. We have modified "SECTION NO, 2: DURATION/TERMINATION" to allow for termination of the agreement by the City after 3 years,without penalty. • 2. We have modified ATTACHMENT "C" to clarify the purposes of the solid waste enterprise fund,and to address the disposition of assets in the unlikely event that this fund is ever dissolved. 3. We have modified ATTACHMENT "C" to expand the responsibilities of the Solid Waste Advisory Committee to include participation in the budgeting process for the system, and providing recommendations regarding Gate Fees. 4. We have modified ATTACHMENT "C" to clarify the County's intent to further investigate alternatives for solid waste disposal during the term of the ILA, including the issuance of an RFP in approximately May of 2016. S. We have added language to ATTACHMENT "C" clarifying that any'utility taxes paid to the County by the City of Spokane pursuant to the City/County Agreement will be distributed to the participating jurisdiction proportionately based on tons of solid waste. Below,we have provided responses to each of the comments and questions included in your letter. We beliove that these responses will clarify the County's position. As evidenced by the ILA modifications noted above,we have agreed to some of the City's proposals. However,there are some proposed changes to which we remain philosophically opposed. 1116 WEST BROADWAY AVENUE SPOKANE,WASHINuTON99260•0i00 (509)477-2265 Mr.Mike Jackson March 31,2014 Page 2 • 1.Given the time constraints on all parties, the City desires to work to general agreement on the concepts below. The City believes that the parties already concur on many of the issues and anticipates that those will be incorporated into the next draft of the proposed interlocal agreement by the County. The City desires to enter Into a memorandum of understanding("MOU") on resolving the others. After the MOU is executed, the parties may then work through details to include the other concepts in the proposed interlocal agreement once they are resolved. RESPONSE: The County believes, hi fight of the mounting time constraints, that it is more appropriate to resolve all issues and include them with the ILA as opposed to the MOU/ILA concept 2. The City of Spokane Valley (the "City') desires to have an actual rate or guaranteed rate ceiling incorporating all costs (capital costs, operating costs, program costs, and overhead costs)prior to executing the proposed interlocal agreement. RESPONSE: The County is more than willing to provide the City with an"estimate". At present, we believe that the gate fees will be at or below the present fees. It is not appropriate to provide a guaranteed fee to the City of Spokane Valley, This would place all the risk on the County and the other participating jurisdictions. The gate fees finally adopted wilt take many factors into account, and will depend hi large part on the commitment of flow from the various jurisdictions. • 3. The City believes that combining transfer station operations with transport and disposal will result in the lowest cost overall for the system. In order to do so, the City desires the County to issue an immediate Request for Proposals for combined transfer station operations, transport services, and disposal services to allow transition in Three years to the lowest cost option. The City recognizes that the County is seeking a contractor to operate the transfer stations under a 10 year term and that an early termination clause will be included in taw operating contract. RESPONSE: The County respectfully disagrees. We believe that other disposal options will be available within a 3 to 5 year time frame,which will provide a more competitive bidding climate. We further believe that a 10 year term will provide for more competitive rates for operation of the transfer stations. • - 4. The City desires to have future handling of solid waste tonnage from the West Plains area clearly delineated, including what transfer station, transport and disposal options will be utilized The City has concerns about what may happen if the new County system pays off the transfer stations after three years and utilizes an option other than the City of Spokane's Waste-to-Energy facility. Spec fically, the City believes a new West Plains transfer station is not necessar as there are alternatives (use of the existing transfer stations)and a new West Plains station would result in excessive additional costs for the entire system. In any case, the City of Spokane Valley does not believe that all system users should support the development of a West Plains transfer station. Mr.Mike Jackson Mardi 31,2014 Page 3 RESPONSE: The County is responsible for providing a regional system. The rates will be comparable for all customers, For example,the County's agreement with the City of Spokane stipulates that the City of Spokane will continue to deliver historical flows to the Colbert Transfer Station,and will pay the sante gate fees as any other customer,including the component that pays for the transfer stations, Similar to the way in which landfill closure costs are paid for by all rate payers, capital costs for new or existing transfer stations (including the Valley Transfer Station) will be paid for by all rate payers on a ' system wide basis, 5. The City desires to establish a governing body with authority to set rates, service levels, and other operational authority and control for the regional system, including local jurisdiction participation on such body, Other issues for consideration include possibly setting a rate ceiling, setting or removing the minimum load charge for self- haulers, efhaulers, and possible ownership issues, The City has remained consistent in regards to governance as it is critical to the City's cormnitment of representing our citizens through rate selling and cost control authority. RESPONSE: The approach described here is essentially the"Alliance" approach. This approach was unsuccessfully pursued several years ago. At this juncture,the County has decided to own and operate the regional system in a conventional fashion, in the same manner as other systems are set up throughout the state. The County does not agree that a separate governing body should be established, However,in the revised ILA,we have expanded and further clarified the role of Solid Waste Advisory Committee(SWAC). 6.The City requests a commitment from the County to always seek and obtain the lowest price option, with an opt-out available for the City if the County pursues higher priced options. If ownership is part of the agreement, the City would seek either buy-out or recovery of the City's portion towards the capital investment, The City also seeks dialog ort recovery of operational and other,enterprise find reserves should the City withdraw at any time, RESPONSE: The County shares the City's desire to keep rates as low as possible, At this point in time,the County will retain ownership and risk for the entire regional system and joint ownership is not contemplated. 7. The City requests that if an intermodal facility or rail transloader is developed related to solid waste, it must have direct access at the sante location to both Burlington Northern and Union Pacific rail lines in order to take advantage of competition for landfill disposal. Also, future competitive bids should not be restricted to a specific transport mode or specific intermodal system, System misers should not directly fund the development of rail facilities, These facilities should be funded by the private sector or other public/private partnerships. RESPONSE: It is.not contemplated that the Regional Solid Waste system will own or operate an intermodal facility. If private industry builds an intermodal facility, then private industry will determine its location, Mr.Mike Jackson March 31,2014 Page 4 8. The City desires a clear and transparent accounting of all aspects of operation, including any ifrterf rnd transfers or other corningling of County resources, revenues, or expenses. RESPONSE: Funds from the Solid Waste Enterprise Fund will not be co-mingled with any other County funds. The ILA has been revised to provide: "COUNTY shall provide a statement of County Regional Solid Waste System income and expenses to the SWAC at the end of each fiscal year or on such other periodic basis as necessary for the SWAC to make a recommendation..." 9. The City requests the County to give consideration to local jurisdictions and their ability to provide certain services such as recycling or education in order to allow local jurisdictions more control over rates. RESPONSE: The Regional Solid Waste System will provide services on a regional basis, It is not in the best interests of the Regional Solid Waste System for the system to offer an"a la carte" approach from which member jurisdictions would choose various serviceslpragram(s). However, this is an example of a topic which could be brought before SWAC. 10, The City desires the gate rate to be reduced by the amount of the capital payment when the transfer stations are paid off Specifically, the City desires that the interlocal agreement will clearly show a direct correlation between capital purchase payoff and rate reduction (e.g., {f capital payment amount is equal to$.11 per ton, upon pay off, the gate rate will be reduced by$1.1 per ton). RESPONSE: Clearly,once the transfer stations are paid for,the transfer station payment component will not be included in the calculation of the gate fees. However, the"cost of service"rate-setting approach will consider all anticipated capital costs and replacement costs for the regional solid waste system,as is typical. Ii. The City desires to discuss the possibilities for ownership. and equity in system facilities. The City would like clarification on what ownership, buy-in, and buyout would mean, how it could be accomplished, and how it would work for rate payers of various jurisdictions, Additionally; the City would like to understand how system control would be tied to ownership. RESPONSE: it has been determined that the County will own all regional solid waste system facilities. All funds and equipment of the regional solid waste system will be held in the Solid Waste Enterprise Fund, The Solid Waste Enterprise Fund will not be co- mingled with any other County fluids. Although the County hopes that all jurisdictions will initially join the regional solid waste system, in the event some do not, then an equitable buy-in will need to be negotiated with any jurisdictions that join later. • Mr.Mike Jackson March 31,2014 Page 5 12. The City desires to have strict limits on any rent, lease, or depreciation costs included for the period of the agreement, including limits on what may be imposed after the facilities are f lly paid. Additionally, the City desires to clearly Meng,any equipment or facility replacement or maintenance finds that may be required throughout the term of the agreement.Finally, the City desires to identify how future capital costs, Including any reserve funds, will be applied to the gate rates. RESPONSE: The ILA has been revised in Section C. 2 to provide for SWAC's recommendation(s) relative to financial matters regarding the County Regional Solid Waste System. 13. The City desires to see the final rates(or rate estimates)with(I)all County, City and other local jurisdiction waste, and(2)all waste except for the City in order to understand the impact of the City joining the system. RESPONSE: There are numerous factors that affect gate fees. At this point in time,the County has not calculated gate fees for the various scenarios associated with participation in the regional solid waste system by certain jurisdictions. Some of the components of the gate fee can be adjusted by scaling back services on a geographical basis, and changing hours of operation for the transfer stations. 14. The City desires to have revenue sharing options included in the interlocal agreement, in the event there is even a utility tax or revenue component.Additionally, the City desires clarification on how revenue sharing would work with any revenues distributed by the City of Spokane under the County's interlocal agreement with Spokane. RESPONSE: The County has added language to Section C.3 of the ILA addressing this item. 15.As a participant of the regional system, each jurisdiction is required to adopt and enforce the County's flow control ordinance, The City desires that the County or system will enforce all flow control requirements. Another possibility may be for the system to pay for allflow control enforcement. RESPONSE: The County is not opposed to regional flow control enforcement. However the costs of regional flow control enforcement could have an effect on the gate fee. 16.The City must have the ability to submit an RFP prior to termination in the event that It desires to go with a non system alternative. In that RFP, the City}Mould contemplate siting of a new transfer station. The City Would require that section C(I)(ir) be amended • to allow this, USPONSE: The County revised Section C: 1 of the ILA to address this concern. However,it should be noted that the siting of a transfer station is subject to the Essential Public Facilities sitiatg process, Mr,Mike Jackson March 31,2014 Page 6 17. City will want to discuss mutual indemnification frrrther depending on its involvement in and level of control and responsibility for system. If the City has no or little control over the system and rates, it should not he required to indemni9 the County. RESPONSE: The liability language in the ILA is selflimiting. That is to say,the City is only liable to the extent it negligently or intentionally performs or fails to perform any of its obligations under the ILA. i 18, The City desires to get reports of City of Spokane Valley tonnage going forward. i RESPONSE: The County is happy to provide this information to the extent that it is available. The tonnages may not be exact as collection routes do not necessarily conform to individual City corporate boundaries. 19, The City requests clarification on how the County envisions flow control working with the City of,Spokane, especially If there are price differences and the Waste-to- nergy facility is cheaper than the system. Further, how much of the City of Spokane's waste goes to the transfer stations currently, and has the City of Spokane committed to continuing such deliveries? RESPONSE: The City of Spokane has mandatory garbage collection. The ILA between County and City of Spokane includes the following language address these concerns: G. Municipal Flow Control Interference: Both the CITY and the COUNTY recognize flow control to the Transfer Stations and to the City Waste To Energy Facility provides consistency to the CITY and the COUNTY and should not be intentionally disrupted by either the CITY or the COUNTY, The CITY and the COUNTY agree not to intentionally interfere with the other's attempt to meet all solid waste flow control requirements established within this Agreement. Specifically, neither party Will intentionally interfere with Interlocal Agreements executed with other jurisdictions both within Spokane County and outside Spokane County during the term of this Agreement. The CITY and the COUNTY kilter • agree to continue to cause the solid waste delivered to the Transfer Stations and to the Waste To Enemy Facility respectively by the PARTIES to remain at historical volumes to the extent practicable through the term of this Agreement. (Emphasis added.) 0. Gate Pees: For the purpose of transparency to the citizens of Spokane County, it is the intent of the CITY and the COUNTY to charge similar gate fees at the Transfer Stations and the Waste To Energy Facility Mr.Mike Jackson March 31,2014 Page 7 throughout the term of this Agreement; however, both PARTIES understand that this subsection is not binding on either Party. The PARTIES shall give each other at•least sixty (60) calendar days advance written notice in the event either determines to charge a gate fee which is not similar to the gate fee of the other party. 20, The City desires clarification on how the County would make the required balloon payment in the event it opts-out at the end of three years and what impact it would have on signatory cities. RESPONSE: There are several options. One option would be for the County to sell bonds to make the balloon payment. Debt service on the bonds would then replace the monthly transfer station payment to the City of Spokane. Another option would be for the County to borrow money from the Spokane County Investment Pooh A third option might be a combination of the above options. Clearly the County would only be implementing one of these options if it would result a reduction in the gate fee. 21, The proposed interlocal agreement broadly defines solid waste to include materials such as industrial wastes, sewage sludge, abandoned vehicles, and contaminated soils, Will such:materials be accepted at the transfer stations? RESPONSE: Although the items mentioned are identified as solid waste under the County Flow Control Ordinance, the transfer stations are not equipped to handle them, since they are not municipal solid waste. However, the SCCSWMP identifies where these types of solid wastes are properly handled. 22, The City intends to develop and adopt its own comprehensive solid waste management plan. RESPONSE: This is the first official communication wherein the City has notified the County that it intends to develop and adopt its own comprehensive solid waste management plan. Based on this information,the County is not intending to plan for the City in conjunction with preparing our Comprehensive Solid Waste Management Plan. Note that the County must move forward with the extensive preparations for the new system, including, among others,the negotiations for a comprehensive planning contract and an operations contract, selection of a consultant for a rate study, hiring of staff, and agreements for various services. The scope and costs of all these activities will be directly affected by the extent to which jurisdictions opt to join the regional system. Therefore, in the interest of time and resources, we must require that all jurisdictions joining the system sign an ILA with the County by April 30, 2014. At this time, the County has made no provision within its planning process to accommodate the addition of any other jurisdiction after April 30,2014. 23. The City desires information on the status of the legacy landfills, including projected costs for ongoing closure maintenance, projected rate impacts, and projected final closure date. Mr.Mike Jackson March 31,2014 Page 8 • RESPONSE: Long term closure activities for the legacy Iandfills continue. The County's annual Operation & Maintenance (O&M) budget for our 3 legacy landfills is approximately V700KJyear. Assuming the O&M was fully funded by the gate fees, the impact would be$5/Ton. It is difficult to predict a closure date for any of the sites due to the fact that the refuse remains buried on-site. Additionally,we are continuing to manage landfill gas, impacted groundwater,landfill cover systems and storm water. The County operates under the assumption that we will continuo these activities for 20 years. Every 5 years EPA and Ecology perform a review of the remedial actions at each site and can adjust the site requirements. 24. The City requests a term of three years, although depending on County's agreement • to implement cheaper alternatives at the three year opt-out, the City may be willing to discuss a possible longer term. Further, the City desires ability to exit without mutual agreement by providing reasonable advance notice, The City would consider possible limits on when this might be allowed(e.g.,at the three-year buy-out period). RESPONSE: The County has modified SECTION NO.2 of the ILA to allow the City to terminate any time after November 16, 2017 witheut any penalty and without receiving any payment from the County. The City will be required to provide a 12-month notice prior to such termination. 25. The City desires to discuss equity issues if the City of Spokane desires to join the County system in the future. RESPONSE: The City of Spokane is a participant in the Regional System through their ILA with the County. By the end of April, the County roust finalize the list of participating jurisdictions and move forward, in order to slay on schedule with the development of the new system. We understand that the City of Spokane Valley has hired a planning consultant to prepare a comprehensive solid waste management plan. However,we intend to meet Ecology's time frame and cannot delay. At this time,the County has made no provision within its planning process to accommodate the addition of any other jurisdiction after April 30,2014. Please review the changes that the County has made to the ILA, We encourage the City of Spokane Valley to execute the document by the end of April. We would welcome the City's participation in the Regional Solid Waste System. Sincerely, 404 0•09 • < Al Frei 1, hair d Mielke,Vice-Chair h- I i'Quin Commissioner Enclosures(2) • • t INTERLOCAL.AGREEMENT BETWEEN SPOKANE COUNTY AND FOR SOLID`WASTE TRANSFER AND DISPOSAL AND OTHER MATTERS RELATED THERETO THIS AGREEMENT,made and entered into by and between Spokane County, a political subdivision of-the State of Washington,having offices for the transaction of business at 1116 West Broadway Avenue, Spokane; Washington 99260, hereinafter referred to as "COUNTY" and the , 'a municipal corporation of the State of Washington,having offices for the transaction of business at . .,.. . , Washington 99: , hereinafter referred to as"CITY,"jointly hereinafter referred to as the"PARTIES.' RECITALS: WHEREAS,the Spokane Regional Solid Waste System("System")was created,in 1988 by interlocal_agreement between-the City of Spokane and Spokane County entitled"AMENDED AND RESTATED INTERLOCAL AGREEMENT BETWEEN THE CITY OF SPOKANE AND SPOKANE COUNTY, WASHINGTON SPOKANE REGIONAL SOLID WASTE, MANAGEMENT SYSTEM". There are 14 member jurisdictions which represent all of incorporated>and unincorporated Spokane County. Nearly all interlocal agreements and.contacts related to the System expire November 16,2014; and WHEREAS, the current System is administered as a department of the City of Spokane. The System's facilities consist of four primary facilities: a waste-to-energy ("WTE") facility, a transfer station in Spokane Valley ("Valley Transfer:Station"), a transfer station in unincorporated north Spokane County ("North County Transfer Station")(]ointly referred .to as the "Transfer Stations") and the North side Landfill. All System facilities are currently operated and owned by the City of Spokane;and WHEREAS, the COUNTY has entered into an interlocal :agreement with the City of Spokane entitled"INTERLOCAL AGREEMENT BETWEEN THE CITY OF SPOKANE AND SPOKANE COUNTY REGARDING TRANSFER AND .DISPOSAL OF SOLID WASTE" (``City/County Interlocal Agreement"). The purpose of the City/County Interlocal.Agreement is, among other matters, to ,(i) formally terminate the System 1988 interlocal agreement as of November 16,2014, (ii)provide for the transferofownership on November:17,.2014 of the Valley Transfer Station and North County Transfer Station to the COUNTY, and (iii) establish the terms and conditions Or the delivery and disposal of all solid waste collected by the COUNTY:at the Transfer Stations to the:City of Spokane's WTE facility for disposal fora term of seven(7)years ("County Regional Solid Waste System"). Provided, the COUNTY reserved the right to terminate the City/County:Interlocal Agreement after:an initial :three (3) year time .frame.upon one years written notice to the City of Spokane in which instance, the solid waste collected:at the Transfer Stations would .be -truck hauled to regional landfills for disposal, truck hauled to intermodal. facilities combined with rail haul to regional landfills or some other disposal option;and Page.1 of 13 Viii' REAS; pursuant to the provigO s of RCW 79.95,08Q(1), each county within the state,in cooperation with the various:cities located within such:county, shall prepare a coordinated, comprehensive solid waste management plan, The purpose is toplan for solid waste and materials reduction, collection,and handling and management services and programs throughout the state,as designed to meet the unique needs of each,county and city:in the state;and WHEREAS,pursuant to the provisions of RCW 70.95,080(3),oath city shall: (a) Prepare and;deliver to the county auditor of the county in which it is located its plan for its own solid waste:management for integration into the'comprehensive county plan;or a r an nter into (b) Enter�� : �' g Bement With the county pursuant to vvhiehthe city shall participate=in preparing a joint city-county plan for solid waste man agement, or (o) Authorize the county to prepare a plan for the city's solid waste management for inclusion in the comprehensive county. ;and WHEREAS, pursuant to the provisions of RCW 70,95,080(1), the.COUNTY,is in the process of preparing a Spokane County Comprehensive Solid-Waste Management Plan to replace the 2009 Comprehensive Solid Waste Management Plan;and WHEREAS, the CITY desires to designate RCW 70.95,080(3)(c) as its choice in conjunction with the COUNTY preparing a Spokane County Comprehensive Solid Waste :Management Plan as well as any subsequent amendments, revisions or updates thereto to replace -the 2009 Comprehensive Solid Waste Managemerit:Plan;and WHEREAS,the CITY; in consideration of the COUNTY handling disposal of the_CITY':s solid waste at the County Regional Solid Waste System as of November 17, 2014, agrees to exercise its police powers to designate the County Regional Solid Waste System as the sole site for disposal of solid waste under its control;and WHEREAS,pursuant to the provisions of chapter 39,34 RCW,,i two or more public entities may jointly cooperate between each other to perform functions which may indivtdually:perforni, NOW, THEREFORE, for and in consideration of the mutual promises set forth hereinafter, the above recitals which are incorporated herein by reference, and as authorized by RCM/70.95.080 and chapter:39,34 RCW, the PARTIES do mutually agree as follows: :SECTION NO.1: PURPOSE The purpose of thisAgreeinent is to: (1)Reduce to writing the PARTIES' understandings as to the terms and conditions under which the :COUNTY will,'prepare a Spokane County Comprehensive Solid Waste Management Plan ("SCCSWMP") as provided for in RCW 70.95.080(1) as wellas any .Page Z iii 13 subsequent amendments, revisions or updates thereto to replace the 2009 Cemprehensive Solid Waste Management Plan and in conjunction therewith the CITY will select RCW 70.95,050 (3)(c)as its option with respect to its solid waste management planning. RCW 70.95.050(3)(c)provides as follows: (c)Authorize the county to prepare a plan for the eity's solid waste management for inclusion in the comprehensive county, ;and (2) Establish participation by the CITY in the County Regional Solid Waste System as one of the Regional Cities. SECTION NO.2:DURATION/TERMINATION This Agreement shall commence as of1201 A.M.November 17, 2014 and run until 11:-59 P.M. on December 31, 2021. PROVIDED, however, the CITY may terminate this AGREEMENT upon twelve (12) months written notice as provided for in A.2 prior to the effective date. Under no circumstances shall this Agreement be terminated prior to December 31,2017. Upon termination of this Agreement for any reason whatsoever, the CITY shall not be entitled to any part of the County Regional Solid Waste System enterprise fund provided for in C. 2 nor shall it be responsible for any unpaid amount owing and due on the acquisition of the Transfer Stations provided for in the City/County sli terlocal Agreement, This Agreement may be extended in five(5)year increments for a period of twenty(20)years;or terms otherwise agreed upon, by mutual written agreement of the PARTIES, Provided, further the CITY acknowledges that in the event of termination, it will be obligated to prepare its own solid waste management plan pursuant to RCW70.95.080(3)(a). SECTION NO.3 AGREEMENT DOCUMENTS The rights and obligation of the PARTIES to this Agreement are goveined by this Agreement and the attachments incorporated herein by reference (the "Agreement DoCuments"), The Agreement Documents include: (1) This Agreement, (2) Attachment"A"-General Terms and Conditions, (3) Attachinent ' 3" -Special Terms and Conditions with respect to the City's selection of Option-under RCW 70.95.080(3) in conjunction with Comprehensive Solid Waste Management Plan update-",and Page 3 of 13 (4) Attacitnetit "( '-Special Terms arid Conditions with respect to PARTIES' obligations with regard to the County Regional Solid Waste System, In the event of an inconsistency among the above listed Agreement Documents, the more specific Shall control. IN WITNESS WHEREOF, the PARTIES have caused this Agreement to be execoed on date and year opposite their respective signatures. DATED: BOARt) OF COUNTY COMMISSIONERS OF.SPOKANE COUNTY, WASHINGTON AL FRENCH, Chair ATTEST Clerk of the Board TODD MIELKE,Vice-Cha4 Daniela EriekSon SHELLY,O'QUINN, Cor.iissipner, • DATED: CITY OF. , . . . •By: Attest: Title: : . City Clerk Page 4 of 13 • ATTACHMENT"A" :GENERAL TERMS AND tONDITIONS A. 1: DEFINITIONS As used in this Agreement the-followirig words shall have the folloWing:meaningS,•unleSS-the context dictates otherwise: 'a, cirrY.ii*Nd4n the city executing this Agreernent, City/County interlocal Agreement shall mean that agreement executed between the City of Spokane and • Spokane County entitled "INTEttLOCAL AGREEMENT!BETWEEN TillE CITY OF SPOKANE.AND • SPOKANE COUNTY REGARDING TRANSFER AND DISPOSAL OF SOLID WASTE", • • c. Comprehensive Solid Waste Management Plan or SCCSWivIP shall have the sante meaning as setforth in eNift6i,70 95reidationS and Guidelines for Development of Local Comprehensive &Aid Waste Management Plan and Plan keviSicitiS (Vebrualy 2012-Publicatieh No. 10-.07005) AS they • 'presently ekiSt 6rasthey may be hereinafter arriended: • • • d. COUNTY shall mean Spokane County or any vendor contracted with by the COUNTY for'Oekvices.related to the'ManagetneatOf solid Waste. . e. Flow Control Ordinance shall mean Ordinance INIP..$5-030.of the COUNTY,adopted on May:14, 0$5,as amended under Resolution No 88 126.8 of the County adopted on December 20,:1988 and Resolution No 92-1500 qf th UNIV adopte.d on October20, 1992 4,,,,as.maybe further amended from time to time. .• f Regional-Cities or Signatery Regional City shall Mean all incorporated cities and towns in Spokane County executing this Agreement participate in the County Regional Solid-Waste System. . . g. County Regional Solid Waste System includes (1)transfer and disposal of all sOlid waste collected at the. Tranifer StatibriS''''''''' f unincetjxitated Spokane County as well as transfer and disposal dal!solid waste • collected at the Transfer Stations for incorporated municipalities in Spokane County who have executed an interlocal agreement with Spokane County to participate in the County Regional Solid Waste]System,.(2) ancillary services related.to.-solid waste management as required under chapter 70.95 ROV.', as well as litter • control,and(3)all facilities*belated With the performake Of the activftio addressed in(1)arid(2)above. • • h. Solid.Waste shall mean all:putrescible.and nonputrescible solid and semisolid wastes including, but not limited to, garbage, rubbish, ashes, industrial wastes, swill, sewage.sludge, demolition and construction wastes, abandoned vehicles or parts thereof, contaminated soils and contaminated dredged material, and recyclable materials-. • Transfer Stationi shall mean the solid waste facility known as the North Co.mty Transfer Station,located at 22123 Ndrihtik-.Chattaroy Road, Colbert, WA 99005, Spokane County Assessor Parcel No.37036.9060, ..1. arid the tad WastefacilitY known asAhe Valley Transfer Station, located at 39.41 North-Sulliyau,:Spokane Valley, WA 0206, Spokane County AsseSsor Parcel :NO::45024.9027 including all structures and site ithprovemenisi, .•• • j. Waste To Energy Facility Or Facility or WTE shall mean that solid waste facility located at 2900 South Geiger boulevard,Spokane,WA 99224,including the solid waste incinerator 0d the portion of the'facility • that serves the general public for disposal of household•hazardous Waste,.recyclableS, solid-waste, yard debris,and Other waste products. • Page 5 Of 13 •- • • • • .• • • k. Gate Fee shairmean the amounts charged per ton of sol d.waste by the Oity_of Spokane or the COUNTY for • disposal of_solidwaste by customers at the Waste To Energy Facility and at the Transfer Stations Customers include private self-haulers and commercial haulers who bring solid waste to the facilities. The gate fee charged by either the City of Spokane or the COUNTY shall be iriclusive:of all costs, including applicable taxes. All other capitalized terms used d herein,which are'not defined, shall,have the same meaning given in the City/County Interlocal Agreerdent. A.2::MOTICE • All notices or other:communications:given hereunder shall be deemed. given on: (i) the day such notices or other cornniunications:are received when sent by personal delivery;or.(0 the third day following the'day on which tFie same • have been mailed by .fir_st class delivery,postage prepaid addressed to the COUNTY or the CITY at the address set-forth hetebiabode such patty;or at such other address as either party shall from tune-to-time designate by notice in writing:to the other party. • A;3:,.COUNTERPARTS This Agreement may be executed in any number of counterparts,each of.which,When so executed and delivered,shell be an original;but sircli',counterpatts shall together constitute but one and the same. A.4:ASSIGNMENT:': Nbciparty may assign to whole or part its interest in this Agreement without the w'.rif tcn approval Of the other party. Provided,.however,this does riot prohibit the COUNTY from contracting for:all ora portion of the preparation.of the SCSWMP or maintenance and operation of the County Regional Solid Waste System, A.S:.LIABILITY. The COUNTY shall indemnify, defend and hold harmless the CITY, its afficers,and employees from all claims, demands, or-suits in .law or equity arising from the COUNTY's intentional or negligent acts or breach of its obligations under the Agreement. The COUNTY's.dutyto indemnify shall not apply to Moss or liability,caused bj+ the intentional or negligent acts Of the CITY, its officers and employees. • The CITY shall indeiiinify, defend and hold harmless the COUNTY, its officers,and employees from all claims, demands, or suits iri law or equity'arising from the CITY'S intentional or negligent acts or breach of Its obligations_ under the Agreement. The CITY's duty to.indemnify sshall not apply to loss or liability caused by the intentional or negligent acts of the COUNTY,its oflicers`and employees. If the comparative negligence-of:the PARTIES and their officers-and,employees is a cause of such damage or injury, the liability, loss, cost,or expense shall be shared between the PARTIES in proportion to their relative degree of negligence and the.right of indemnity shall apply to such proportion. Where an officer or employee of a party is • acting under the direction:and control of the other patty,.the party directing end:centrolling the officer pr employee in the activity and/oromission giving rise-to Habil ty.shall accept all liability for the other party's officer or employee's negligeriee; Each party's duty to indemnify shall survive the termination or expiration of the Agreement. Each party waiVes,with respect to the other party only,'its immunity under RCW Title 51,Industrial Insurance and only as necessary to make this'indemnity provision enforceable with respect to claims relating to the death or injury Page 6903. • • • of CITY Ond/or COUNTY employees aCtingwithin the Sepe Of this•Agreeinent. The PARTIES have specifically negotiated this provision. ....... . . . . . . ..... .. ... • -...•:- •• .•.-- .. . ..... ... COUNTY initials CITY initials • A.6: RELATIONSHIP OF THE PARTIES . . The PARTIES intend that an independent contractor relationship will be created by this Agreement. The COUNTY shall be an indePendent,ContiaetOr•and not the agent or employee of the CITY The CITY is interested only the results In be achieved and.lihe:right to control the..particular manner, method and means in which COUNTY obligations are performed is solely within the discretion of the COUNTY. Any and:all employeesof the County who provide obligations to the CITY under this Agreement shall be deemed employees.solely of the COUNTY The COUNTY shall be solely responsible for the conduct and actions of all employees under this Agreement and any liability that may attach thereto, Likewise,-no agent,employee,servant or representative of the CITY shall be deemed to be an employee,agent, servant or reproentativel of the COUNTY forany purpose. MODIFICATION • This Agreement may beImedified in,writing by mutuaLwritten agreement of the PARTIES. A.8:PROPERTY AND EQUIPMENT .• .• The OwnerShip of 01 OropOty and equipnient Utilized in conjunetion with either party meeting its responsibilities under this Agreement shall remain with the party acquiring the property or equipment regardless of the source of .funds:unless mutually agreed by the PARTIES to the contrary.. Upon termination)the COUNTY shall own the 'County Regional Solid Waste System and all of its assets. A.9:ALL WRITINGS CONTAINED HEREIN/BINDING EFFECT . . ..-• .•..•.. .•. This-Agreetnent Contains termand conditions agreed'upon by the PARTIES, he PARTIES agree that there are no other understandings,oral or otherwise,regarding the subject matter of this.Agreement changes or additions to this Agree........shall be valid Or binding upon the PARTIES tifileSS-Stialt change or additibri is in Writing,...........d by the PARTIES. • • This Agreement shall be binding upon the PARTIES hereto,their successors and asSignS, • A; 10:DISPUTE RESOLUTION • •• Any diSpute between the PARTIES Which cannot be teSeived between the PARTIES Shell be Subject tei arbitration: Except as provided fpr to the contrary herein,such dispute shall first be reduced to writing If the COUNTY CEO and the CITY cannot resolve the dispute it will be submitted to arbitration, The provisions ofohapter 7.64A RCW shall be applicable to apy.arbitration proceeding. The COUNTY and the CITY shall have the right to designate one person each to act as anarbitrator. The two selected . arbitrators shall then jointly select a third arbitrator. The,decision of the arbitration panel,shall he binding on the PARTIES and*Shalt be subject to-judicial review as provided_fel.in iehapter 7,04A.R.CW.the'costs of the atbittatiOn. 0*.i,e1 Shall he equally Wit between the PARTIES. • • • • •• • A.11:VENILIESTIPULATION • • This Agreement has been and shall be construed as having been made and delivered within the State Of Washington and ills mutually understood and agreed b .each party that this Agreement shall be governed by the la WS of the State • Page 7 6(13' •• •• • • of Washington both as.to interpretation and performance. Any action at law,suit in ectiiity-or judicial proceeding for :the enforcement of this Agreement, Pr.anyPrOViSion hereto,shall be instituted only in courts of competent jurisdiction .wititin:Spokane Couittyi)Vashin. gtort, A. 12:SEVERABILITY • • The'PARTIES agrkthat if any Parts, tertitS or prOvisicifis.of this Agree:ilea ar0:held by'tbo-oots.to. illegql,the Validity of the remainingportioris or provisions shall not be affected and the rights and obligations of the PARTIES shall -not be affected in regard to fernainder of the AgreeMeht, if it should appear that any part,term or prOvision of this Agreement is in conflict with any statutory 13.1Myision of the State of Washington,then the part,term or provision thereof that Maybe in conflict shall be deemed itteperatiVe-40 null and void insofar a.5.R may be in conflict therewith and this Agreement shall be deemed to modify to conform to such statutory prOvisiOn• • A.13:IlgA1111168 • • • The section headings appearing in this:Agreement have.been'inserted solely for the purpose:of convenience and .reedy reference. In noway do they purport to,and shall not be deemed to define,limit or extend the scope or intent • of the.seatiotislo WhiChthey.pertain. A.14;TIME OF ESSENCE OF AGREEMENT • .• Time is of the esSeftce-Of this Agreernent.&kiln Caie either pfails-tO.perfornt:the obligationsith part to•b , performed at the time fiXed for the performance of the respective obligation by the terms of this Agreement,the other party may,:at its 4004 hold the other party liable for all oasts and damages eaniediby such A.15:FILING •• •• Th e CITY Allah file thiS:Agreement with itCity dlerkor alternatively place the Agreement on the dtrs website Or Other electronically retrievable public source The COUNTY shall file this Agreement with the County Auditor,or, alternatively.plaeelhe Agreement on the COUNTP.s webs ite or other electronically retrievable public.source. A.:16:EXECUTIONAND APPROVAL ..... ... .... The PARTIES wafraift.that the officers executing below have been:dtily Authorized to act for and.on behalf of the party for purposes Of confirming this Agree:tient. • A.17:COMPLIANCE WITH LAWS • ..... ...... The.PARTIES shaft observe all federal,state and local laws,ordinances and regulations,to the extent that they may be applicable to the'terms of this Agreement. .A..18:NON-Ti1SCRIMINATION • No individual.shall be'excluded.from participation in, denied the benefit of, subjected to discrimination ander, or denied employment in the administration of or in connection With this Agreement because of age, sex, race,color, .religion, creed, maritalstatus,familial status, sexual orientation, national origin, honorably discharged veteran or military status,the presence deny sensory,mental or physical disability,or use of a serviee•ahirilal by a person with • ..• A.:19:NO THIRDPARTY BENEFICIARIES Nothing in this Agreement is intended to.give, or shall give, whether directly orj indirectly, any benefit or right,. greater than that enjoyed by the general public,to third persops, Page 0.of 13- • • • • • .• • A.20 tNsuRAr •1! • During the term of the Agreement,the COUNTY shall maintain in force at its own expense,each,insurance noted below: Worker's Compensation Insurance in compliance with:ROW 51 12 020, Web requires subject • employers to provide workers' compensation coverage for all their subject workers and:Employer's Liability or Stop-Clap Insurance in the amount of ritit lds:than$1,000,000. b. General Liability insurance on an occurrence basis,with a combined single limit of not less than . . . 0,00,00 each•occiirrehte for bodily injury and property damage. It shall include:contractual liability coverage for the indemnity provided under this Agreement. • c. Automobile Liability Insurance with a combined single limit, 9r the equivalent.of not less.than $1,000,00 eactkacoident-for bodily injury and property damage,including coverage for owned,hired • and tiori-Owed vehicles, .• . . . d: PrefeSSional Liability Insurance with a combined single lithit Of hotlesS than S1,060,000 each claim, incident or OCCUrrenee. This is to cover damages caused•by the.error,iomission, or negligent acts related to the professional services to be provided'under this Agreenlent. The coverage must remain in effect for two years after the Agreement is cOmpleted. . . There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without at least 30.ciaysWritten notice from the cowry'Or its insurer(s)to the CITY..' •:. A121:SUPERSEDES • This Agreement shall:,Supersede any prier agreement between the PARTIES with=respect to Ake purpose of.this" Agreement as set foi-th in Section No.1. .. • .A.22;11CW 39.34 REOUIRED CLAUSES • • a. PURPOSE: See SectiOnNo. 1. • • b. DURATION:' See Section No.2. 0. ORGANIZATION OF SEPARATE ENTITY AND ITS P.OWEits:-No new or separate legal or adMinistrative entity Is created to administer the provisions of this Agreement. . . . d, RESPONSIBILITIES OF THE PARTIES: See provisions within Contract Documents. • AGREEIVIENT.T013E•VILED:• See A.15. • • f. FINANCING: See provisions within Contract Documents. • g. ' TERMINATION: Sed Section No.2. . . .. .. • h. PROP.ERTY.UPON TERMINATION: See A:8, •• • • • ::• :• • • • • •. Page 9 of 13 • .• • • • • :• ATTACHMENT"B" SPECIAL TERMS AND CONDITIONS WITH RESPECT TO CITY'S SELECTION OF OPTION UNDER RCW 70.95.080(3)IN CONJUNCTION WITH COMPREHENSIVE SOLID WASTE MANAGEMENT PLAN UPDATE B. I:CITY"s SELECTION OF OPTION UNDER RCW 70.95.080(3)IN CONJUNCTION WITH COMPREHENSIVE SOLID WASTE MANAGEMENT PLAN The CITY hereby- selects the following option as provided for in RCW 70.95.080(3)(c) in conjunction with its solid waste Management,narnely: Authorize the COUNTY to prepare a plan for the CITY's solid waste management for inclusion in the Comprehensive Solid Waste Manage Plan. With regard to this option,the CITY: a. Authorizes the COUNTY to prepare a plan for the CITY's solid waste management as well as any amendments,revisions or updates thereto for inclusion in the SCCSWMP consistent with chapter-70.95 RCW, applicable WAC regulations and Guidelines for Development of Local Comprehensive Solid Waste Management Plan and Nan Revisions (February 20I2- Publication No. 10-07-(.05), b. Agrees to provide information to the COUNTY in conjunction with the preparation of the draft SCCSWMP or any amendments,revisions or updates thereto, c. Agrees to provide timely comments on any draft SCCSWMP or any amendments,revisions or updates thereto, d. Agrees to timely adopt the draft SCCSWMP or any amendments, revisions or updates thereto and in writing notify the COUNTY, e. Authorizes the COUNTY to submit the draft SCCSWMP or any amendments,revisions or updates thereto on behalf of the CITY and COUNTY to Washington State Department of Ecology("WE OE') for its approval under RCW 70.95.094,and f Agrees that when the SCCSWMP or any amendment,revisions or update thereto is finally adopted by WDOE it shall be binding upon the CITY in its solid waste management. With regard to this option,the COUNTY: Page 10 of 13 a. Shall prepare a plan for the CITY's solid waste management as. well a.s any amendments, revisions or updates thereto for inclusion in the SCCSWMP consistent with chapter 70.95 RCW, applicable WAG regulations and Guidelines for Development of Local Comprehensive Solid Waste Management Plan and Plan Revisions (February 2012- Publication No. 10-07-005), b. Shall submit the draft SCCSWMP or any amendments, revisions or updates thereto to the Solid WasteAdvisory Committee for its review and comments, c, Shall submit the draft SCCSWMP or any amendments, revisions or updates thereto on behalf of the CITY and COUNTY to WDOE for its approval under RCW 70.95.094,and d. Shall pay for the all costs of preparing the SCCSWMP or any amendments, revisions or updates thereto. The COUNTY will seek financial aid from WDOE for preparing the SCCSWMP or any amendments, revisions or updates thereto as provided for in RCW 70.95.130. Provided, however, the PARTIES agree that any moneys expended by the COUNTY is preparing the SCCSWMP or any amendments,-revisions or updates thereto in excess of WDOE financial aid, at the sole option of the COUNTY, shall be included in establishing any "gate fee" to be charged to individuals disposing of solid waste at COUNTY owned transfer stations and ultimately reimbursed to the COUNTY. The GOUNTY shall maintain records of any all costs lneurreci in preparing the SCCSWMP or any amendments,revisions or updates thereto. • (This space intentionally left blank.) • • • ..• Page 11 of 13 ATTACHMENT"C" SPECIAL TERMS AND CONDITIONS WITH RESPECT TO PARTIES' OBLIGATIONS WITH REGARD TO THE COUNTY REGIONAL SOLID WASTESYSTEM -. s .., *rim ... . .. .. . .. ... . ..... -. .... ...... .. :..ALAS@LID C. 1: CITY s OBLIGATION ITH REGARD.TO.THE COUNTY REGION WASTE SYSTEM CITY joins the :County Regional Solid Waste System. CITY hereby covenants, agrees and contracts to exercise its police and contractual powers and authority-as may now or hereafter be recognized iri contract or at law to direct the deposit,of Solid Waste generated within its geographical boundaries to the County Regional Solid Waste System In conjunction with:this obligation, the'CITY will adopt and enforce the COUNTY's Flow Control Ordinance within its jurisdiction. During the term of this Agreement, subject to the exceptions currently in effect contained in the Flow Control Ordinance,the CITY(1) shall designate the County Regional Solid Waste System as its sole disposal. site at all times, and (ii) shall enforce the Flow Control Ordinance continuously .. In .executing this Agreement, the CITY is designating the County Regional Solid Waste System as its sole disposal site at all times asrequired by the preceding sentence. C.2: COUNTY'S OBLIGATIONS WITH REGARD TO THE COUNTY:REGIONAL SOLID WASTE SYSTEM ional Solid Waste System. COUNTY 'COUNTY shall own, maintain and othe County Re g :: .: shall additionally establish-and maintain an enterprise fund for:the County Regional Solid Waste System. All„revenues, expenditures, liabilities,and assets, including Transfer Stations,belonging to the Regional:Solid Waste System will be accounted for in the enterprise fund in compliance with Generally Accepted Accounting Principles. Ili the unlikely event that the County Regional Solid Waste System is ever dissolved, all assets within the.enterprise fund will be transferred to the Landfill Closure Fund and used to mitigate landfill closure liabilities and expenses. COUNTY shall establish and set the gate fee to be charged for the deliveryof all:solid waste to the Transfer Stations. The City of Spokane shall establish and set the:gate:fee to be charged for the delivery of all,solid waste to the WTE. The Transfer Stations gate fee may include a component to address the cost of closure, postclosure and cleanup of pre-existing landfills. For the purpose of thiSs section,.the terminology pre-existing landfills shall mean COUNTY owned Solid Waste disposal sites that have been closed and includes-Colbert Landfi , reenacres Landfill,Mica Landfill,as well as the County owned portion of the Old Marshall Landfill. COUNTY shall=establish and.maintain a Solid Waste Advisory Ceonmittee as providedfor ip RCW`70:95.165, -The.SWAC and* composition/membership will be established by the Board Page 12 of 13 of County Commissioners, Each Signatory Regional City/Town shall have representation on the SWAC during the term of its Agreement with the COUNTY. The purpose of the SW:AC shall be to create a forum for discussion between the COUNTY and the participating,jurisdictions concerning the System and to create a body to which information concerning the System can be provided.: The SWAC shall have no independent decision-making authority. The SWAC shall have the following responsibilities along With any additional responsibilities directed by the COUNTY; (1) assist in the development of programs and policies concerning solid Waste`handling and disposal, (2):review and comment upon proposed rules; policies, or :,ordinances prior to their adoption,::and (3) review and make a recommendation to the COUNTY on the amount of the Gate Fee'to be charged by the COUNTY for disposal of solid waste by customers at the Transfer Stations: In conjunction with making any recommendation on the Gate Fee, the SWAG:shall :include at least the.following :cost factors: (i) disposal costs; (ii) the :accinisition costs of the Transfer Stations, (iii) operating and:debt service reserves, (iv) debt service; .(v)the operation and maintenance expenses of the Transfer Stations, (vi) Landfill Closure costs;and (vii) County Regional Solid Waste System.Program costs, including but not limited to programs to educate and promote the concepts of waste reduction and recycling pursuant to RCW 70,95.090(7), litter control programs, and moderate=risk waste management pursuant to chapter 70.105,RC W. COUNTY shall provide a statement of County Regional Solid Waste System income and expenses to the SWAG for each fiscal year upon closure of the financial records or on such other periodic basis as necessary for the SWAC to make a recommendationon the amount of the Gate Fee. COUNTY shall:provide the SWAC with three (3) months advance notice Of any proposed change in the Gate Fee, Failure of the SWAC to:make a recommendation to the COUNTY on any change to the Gate Fee after notice shall not preclude the COUNTY from enacting any Change to the.Gate Fee. C.3: POTENTIAL FUTURE TRANSPORT AND DISPOSAL OPTIONS During the term of this Agreement, the COUNTY pl.anis. to further investigate the cost- effeetiveriess of various alternatives for Solid Waste disposal. The COUNTY anticipates that it will issue an RFP-for long haul disposal in approximately May 2016. :C, 4; PAYMENTS FROM THE CITY OF SPOKANE Any payments received by the COUNTY from the City of Spokane pursuant to Section A.J. ("Utility Taxes") bf the City/County Agreement shall be shared proportionately, after the deduction of all appropriate andreasonable administrative costs, based upon the tons of solid waste delivered to the County Regional Solid Waste System froth the COUNTY :and :the :signatory regional cities, Page 13of13 ATTACHMENT "B" SPECIAL TERMS AND CONDITIONS WITH RESPECT TO CITY'S SELECTION OF OPTION UNDER RCW 70.95.080(3) IN CONJUNCTION WITH COMPREHENSIVE SOLID WASTE MANAGEMENT PLAN UPDATE B. 1: CITY'S SELECTION OF OPTION UNDER RCW 70.95.080(3) IN CONJUNCTION WITH COMPREHENSIVE SOLID WASTE MANAGEMENT PLAN The CITY may elect to either(A)adopt its own Comprehensive Solid Waste Management Plan for integration into the COUNTY'S Comprehensive Solid Waste Management Plan as provided for in RCW 70.95.080(3)(a), or(B) authorize the COUNTY to prepare a plan for the CITY'S solid waste management for inclusion in the Comprehenvise Solid.Waste Management Plan under RCW 70.95.080(3)(c). The CITY shall provide notice of the option selected within 14 days of the date the CITY executes this Agreement or June 18,2014, whichever is the earlier date. Regardless of the planning option selected by the CITY, all other provisions of this Agreement shall remain in full force and effect. With regard to the option under RCW 70.95.080(3)(c),the CITY: C. 1: CITY's OBLIGATION WITH REGARD TO THE COUNTY REGIONAL SOLID WASTE SYSTEM CITY joins the County Regional Solid Waste System for the term of this Agreement, as provided in Section No. 2. CITY hereby covenants, agrees, and contracts to exercise its police and contractual powers and authority as may now or hereafter be recognized in contract or at law to designate the County Regional Solid Waste System as its sole disposal site at all times and to direct the deposit of Solid Waste generated within its geographical boundaries to the County Regional Solid Waste System. In conjunction with this obligation, the CITY hereby authorizes the COUNTY to enforce the COUNTY'S Flow Control Ordinance within the CITY'S jurisdiction during the term of this Agreement. The CITY shall adopt the COUNTY'S Flow Control Ordinance, and shall take any and all necessary action, including but not limited to adoption of any ordinances, revocation or non-renewal of any licenses or franchises, or execution of any interlocal agreements required to authorize and allow COUNTY enforcement. During the term of this Agreement, subject to the exceptions currently in effect contained in the Flow Control,Ordinance, the COUNTY shall enforce the Flow Control Ordinance continuously within the CITY'S boundaries. In executing this Agreement, the CITY is designating the County Regional Solid Waste System as its sole disposal site at all times for the term of this Agreement as required by this section. New language: C.5: CITY UTILITY TAXES In the event that the CITY imposes a utility tax in the future on Solid Waste received at the Transfer Stations and originating from within the CITY's corporate limits, the COUNTY shall collect that tax in conjunction with the collection of the Gate Fee. Within thirty (30) calendar days of the end of each month this Agreement is in effect, the COUNTY shall remit the utility taxes so collected in the previous month to the CITY, after the deduction of all appropriate and reasonable administrative costs of the Solid Waste System, including any costs associated with the implementation,administration, and management of the collection of the tax. I+ I AGREEMENT FOR COMPREHENSIVE SOLID WASTE TRANSFER, TRANSPORT,AND DISPOSAL SERVICES SUNSHINE RECYCLERS,INC. THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter"City" and Sunshine Recyclers, Inc., dba Sunshine Disposal &Recycling, hereinafter"Contractor,"jointly referred to as "Parties." RECITALS WHEREAS, pursuant to chapter 70.95 RCW, a local government is responsible for the management of solid waste within its jurisdictional boundaries; and WHEREAS, the City has undergone an extensive research and review process, which has included multiple studies of various options for solid waste transfer, transport, and disposal management; and WHEREAS, the City's current interlocal agreement with the Spokane Regional Solid Waste Management System expires on November 16, 2014; and WHEREAS, the City is required by law to provide solid waste transfer, transport, and disposal services by November 17, 2014; and WHEREAS, after due consideration of the options available,the City Council of the City has determined it is in the best interests of its citizens and for the public health, safety, and welfare for the City to assume responsibility of managing solid waste generated within its boundaries; and WHEREAS, after due consideration of the options available, the time constraints and the needs of the City and its citizens, the City Council of the City has determined it is in the best interests of its citizens and for the public health, safety, and welfare for the City to provide for solid waste transfer, transport, and disposal services through a contract with a private provider; and WHEREAS, the Contractor will be able to provide solid waste transfer, transport, and disposal services by November 17, 2014; and WHEREAS, the Parties have, in good faith, negotiated this Agreement and commit to attempting to resolve any future contract disputes, if any should occur, in good faith. NOW, THEREFORE, IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 1 of 46 ARTICLE 1 DEFINITIONS 1.1 Defined Terms. All capitalized terms utilized in this Agreement are intended to have the meaning defined in this Article 1 whether or not the term is defined prior to its use in this Agreement. The following definitions shall apply to the entirety of this Agreement unless it is clear from the context that another definition applies. 1.2 Definitions, "Acceptable Waste" means all Solid Waste excluding Recyclables, Organics, C&D Waste, and Unacceptable Waste. "Agreement" means this Agreement between the City and Contractor and all mutually adopted amendments thereto. "Business Days" means Monday through Friday, excluding designated holidays listed on Exhibit"A". "C&D Waste" refers to "construction and debris waste" and means Solid Waste generated in the course of construction, demolition, and remodeling, which includes, but is not limited to concrete, brick, masonry, bituminous concrete, plastic (PVC), reinforcing steel, dimensional wood,plaster(sheet rock), fiberglass insulation, composition roofing, roofing paper, metal roofing, metal fencing, copper, white goods and appliances (without CFC and Freon), and similar non-hazardous construction,non-paper or textile materials. "City"means the City of Spokane Valley,Washington. "City Representative" means the representative of the City identified in Section 16.3. "Consumer Price Index" or "CPI" means the Consumer Price Index for All Urban Consumers (CPI-U), West Region, 1982-84=100, published by the United States Department of Labor, Bureau of Labor Statistics ("BLS"), The Parties may refer to the BLS Internet Site or other BLS source to determine the applicable CPI Index. "Contractor"means Sunshine Recyclers, Inc., dba Sunshine Disposal&Recycling and all successors and assigns. "Customer Service Plan" means the plan established by the Contractor to direct customer service standards, goals, and plans for implementing new procedures in response to customer service issues and complaints, as provided in Section 3.9. "Days" means calendar days unless the time period called for is five days or less, in which case it shall mean the standard Business Days of Monday through Friday, and excluding designated holidays listed on Exhibit"A". Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 2 of 46 "Designated Haulers" means commercially operated Solid Waste haulers with which the City has a Solid Waste contract. "Disposal Facility" means the facility or facilities to dispose of all Acceptable Waste, and any disposal facilities, recycling facilities, or composting facilities for disposal, recycling, or composting of Recyclables, Organics, C&D Waste,MRW, and Special Waste. "Disposal Services" means those services provided by the Contractor under this Agreement to finally dispose of, recycle, or compost the Acceptable Waste, Recyclables, Organics, C&D Waste, and Special Waste. "Effective Date"means , 2014. "Food Scraps" means all compostable pre- and post-consumer food waste, such as whole or partial pieces of produce, meats, bones, cheese, bread, cereals, coffee grounds, or egg shells, and food-soiled paper, such as paper napkins, paper towels, paper plates, coffee filters, paper take-out boxes, pizza boxes, or other paper products accepted by the Contractor's selected composting site. Food Scraps shall not include dead animals, plastics, diapers, kitty litter, liquid wastes, ashes, pet wastes, or other materials the selected composting facility is not permitted to compost or that are identified in the future by the selected composting facility with advance written notice provided to the City of such identification by Contractor after Contractor receives such notice. "MRW"means moderate risk Solid Waste that is hazardous and produced by households, businesses, and institutions, but is exempt from regulation under chapter 70.105 RCW because it is generated in quantities below the thresholds set forth in chapter 70.105 RCW and associated regulations as currently adopted and as hereafter amended. MRW refers to both "hazardous household waste" and"conditionally exempt small quantity generator waste". "Organics" means all Source-Separated Yard Waste and Food Scraps separately or combined. "Recyclables"means those Solid Wastes that are Source-Separated for recycling or reuse, such as papers, plastics, metals and glass, which are identified as recyclable material pursuant to a local comprehensive solid waste plan. "Self Haulers" means all citizens and entities located or operating within the City other than Designated Haulers that dispose of Solid Waste with the Contractor. "Solid Waste" means all putrescible and non-putrescible solid and semisolid wastes including, but not limited to, garbage, rubbish, ashes, demolition and construction wastes, yard wastes, and recyclable materials generated by public, private, industrial, commercial, mining, and agricultural operations. "Solid Waste Services" means the Transfer Services, Transport Services, and Disposal Services provided by the Contractor pursuant to this Agreement. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 3 of 46 "Source-Separate" means certain food, organic and reclaimable materials that are separated from Acceptable Waste by the generator for recycling, reuse, or composting, including but not limited to Recyclables, Organics, and other materials. "Special Waste" means Solid Waste that is otherwise considered Acceptable Waste, but by virtue of its unique properties, size, weight, composition, type, applicable legal requirements, or other characteristics, requires special handling or extraordinary management for transfer, transport, and disposal distinct from the level of handling and management required for Acceptable Waste, and is thereby subject to special compensation. Examples include, but are not limited to, tires, fluff, white goods, appliances, large quantities of ash, asbestos, and concrete, rocks or stumps over three feet in diameter. "Surety" means the surety required pursuant to Section 3.16 to guarantee performance of the Solid Waste Services under this Agreement. "Transfer Facility" means the total of all facilities at one or more locations located within the City's boundaries that are operated by the Contractor to accept and process Solid Waste under this Agreement. "Transfer Services" means those services provided by the Contractor under this Agreement to collect and process Acceptable Waste, Recyclables, Organics, C&D Waste, and Special Waste from Designated Haulers and Self Haulers at a Transfer Facility so that such Acceptable Waste, Recyclables, Organics, C&D Waste, and Special Waste may be transported to a Disposal Facility and processed or finally disposed. "Transport Services" means those services provided by the Contractor under this Agreement to transport processed Acceptable Waste, Recyclables, Organics, C&D Waste, and Special Waste from the Transfer Facility to the Disposal Facility. "Unacceptable Waste" means all Solid Waste not authorized for disposal at the Transfer Facility and/or Disposal Facility by those governmental entities having jurisdiction over such facilities, or any waste, the disposal of which would constitute a violation of any governmental requirements pertaining to the environment, public health, or safety, or which, in the Contractor's reasonable opinion, would be considered Unacceptable Waste and/or would not be accepted for disposal by the operator of the Disposal Facility. Unacceptable Waste includes any waste that is now or hereafter defined by federal, state or local law or by the disposal jurisdiction as radioactive, dangerous, hazardous, or extremely hazardous waste. Unacceptable Waste includes Solid Waste that is or contains any infectious waste, radioactive, volatile, corrosive, flammable, explosive, biomedical, bio-hazardous or toxic material. Unacceptable Waste may also include ashes, asbestos, swill, sewage sludge, other biosolids, and industrial wastes. "Uncontrollable Circumstances" means events and circumstances commonly known as "force majeure", acts of God, or other circumstances reasonably beyond the control of either Party. The term includes riots, wars, civil disturbances, insurrections, acts of terrorism, epidemics, natural disasters, severe weather conditions, explosions, fires, severe floods, strikes Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 4 of 46 reasonably beyond the control of either Party, and other similar events that directly affect the ability of either Party to provide the Solid Waste Services as contemplated herein. Typical snow, ice, and flooding conditions that affect road conditions, rail conditions, or the operations of the Transfer Facility or Disposal Facility shall not be considered Uncontrollable Circumstances, provided that such conditions do not make the roads and rail impassable or the Transfer Facility or Disposal Facility inaccessible. "Yard Waste" means plant and vegetative waste commonly created in the course of maintaining yards and gardens, and through horticulture, gardening, landscaping, or similar activities that is free from chlopyralid or other similar substances that are identified in the future by the Disposal Facility with advance written notice provided to the City of such identification by Contractor after Contractor receives such notice, and which cause the Disposal Facility not to accept such Yard Waste for composting. Yard Waste includes but is not limited to grass clippings, leaves, branches, brush, weeds, flowers, roots, windfall fruit, vegetable garden debris, holiday trees, and tree pruning debris. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1 Representations, Warranties, and Covenants of the Contractor. The Contractor covenants, represents and warrants to and for the benefit of the City, unless otherwise expressly specified,that as of the date of this Agreement and throughout its term: A. Organization of the Contractor. The Contractor is a duly organized and validly existing corporation under the laws of the State of Washington and Contractor is in good standing under the laws of the State of Washington and prior to the commencement of services under this Agreement will be in good standing with and duly licensed to do business in the State of Washington and the states in which any Transfer Facility and any Disposal Facility are located. B. Subcontractors Duly Licensed. The Contractor hereby agrees and covenants that it shall not hire, employ, or contract with any subcontractor for the provision of any part of the Solid Waste Services under this Agreement unless such subcontractor is duly organized and validly existing under the laws of the state in which it is incorporated or created, and it is duly licensed to do business in the State of Washington and in the states in which it is providing the Solid Waste Services on behalf of Contractor. C. The Contractor's Power to Execute. The Contractor has full legal right, power and authority to execute, deliver, and perform its obligations under this Agreement, and has duly authorized the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by the Contractor and constitutes a legal, valid and binding obligation of the Contractor enforceable against the Contractor in accordance with its terms except as such may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting creditors' rights generally, the exercise of judicial discretion in granting or denying equitable relief, the principles of commercial reasonableness, good faith and fair dealing,waiver, estoppels and unconscionability and by general equitable principles. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 5 of 46 D. No Violations or Conflicts. To the best of the Contractor's knowledge, neither the execution nor delivery by the Contractor of this Agreement, the performance by the Contractor of its obligations hereunder, nor the fulfillment by the Contractor of the terms and conditions hereof: 1. Conflicts with, violates or results in a breach of any applicable law, ordinance, permit, approval, governmental approval or regulation; or 2. Conflicts with, violates or results in a breach of any term or condition of any judgment, order or decree of any court, administrative agency or other governmental authority, or any agreement or instrument to which the Contractor is a party or by which the Contractor or any of its properties or assets are bound, or constitutes a default thereunder, E. Unethical Conduct. The Contractor has not engaged in any type of unethical conduct including,without limitation, collusion, the rigging of proposals, offers or other responses or the submission of a proposal, offer or other response which is intentionally high or noncompetitive for the purpose of giving the appearance of competition. F. No Conditions Precedent to Execution. No approval, authorization, license, permit, order or consent of, or declaration, registration or filing with any governmental or administrative authority, commission, board, agency or instrumentality is required for the valid execution and delivery of this Agreement by the Contractor. G. Appropriate Approvals. The Contractor holds, or is expressly licensed to use, all patents, rights, licenses, approvals and franchises necessary or appropriate to operate and maintain the Transfer Facility and to provide the Solid Waste Services pursuant to the terms of this Agreement. H. Right to Use Facilities and Equipment. 1. As of November 17, 2014, the date of commencement of Solid Waste Services under this Agreement, the Contractor owns, leases or has binding and enforceable contractual rights to use all facilities and equipment necessary or appropriate for the Contractor to fulfill its duties and responsibilities under this Agreement, and the Contractor shall deliver to the City,upon its request, proof satisfactory to the City of such ownership, lease or contractual rights. 2. During the term of this Agreement, Contractor shall own, lease, or maintain ongoing binding and enforceable contractual rights to use all facilities and equipment necessary or appropriate for the Contractor to fulfill its duties and responsibilities under this Agreement, and the Contractor shall deliver to the City, upon its request, proof satisfactory to the City of such ownership, lease or contractual rights. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 6 of 46 7. Truth and Accuracy. The information the Contractor supplied to the City as part of the process to enter into this Agreement was true and accurate when made and, as of the date of this Agreement,remains true and accurate. J. No Change in Financial Condition. There has been no material adverse change in the Contractor's financial condition since the issuance date of the bank commitment letter submitted by the Contractor to the City. K. Contractor is Experienced. The Contractor is fully experienced in each of the areas under which it will have duties and obligations under this Agreement and has adequate personnel and experience to fully, properly and satisfactorily discharge its duties and obligations under this Agreement. The City is specifically relying on representations from the Contractor that it has the skill, experience and means to provide the services set forth in this Agreement. L. Proceedings Against the Contractor. As of the date of this Agreement there is not and shall not be any action, suit, proceeding or, to the best of the Contractor's knowledge, investigation, at law or in equity, before or by any court or governmental authority, commission, board, agency or instrumentality pending or, to the best of the Contractor's knowledge, threatened, against the Contractor, wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially or adversely affect the performance by the Contractor of its obligations hereunder or which, in any way, would adversely affect the validity or enforceability of this Agreement or any other agreement or instrument entered into by the Contractor in connection with this Agreement. M. Provision of Solid Waste Services. The Contractor has the ability to and will inspect, accept, process, transfer, transport, dispose of, recycle, and compost all Acceptable Waste, Recyclables, Organics, C&D Waste, and Special Waste received by Contractor in accordance with the terms and conditions of this Agreement. The Contractor has approved and executed all necessary contracts with any third-party providers, including any providers of Transport Services and Disposal Services. 2.2 Representations, Warranties, and Covenants of the City. The City covenants, represents and warrants to and for the benefit of the Contractor, unless otherwise expressly specified,that as of the date of this Agreement and throughout its term: A. Organization of City. The City is a non-charter code city, duly organized and validly existing under the Constitution and laws of the State of Washington, with full legal right, power, and authority to enter into, execute, and deliver this Agreement, and perform its obligations under this Agreement. B. City's Authority to Execute, The City has duly authorized the execution and delivery of this Agreement and this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of the City enforceable against the City in accordance with its terms except as such may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting creditors' rights generally, the exercise of judicial discretion in granting or denying equitable relief, the principles of commercial reasonableness, Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 7 of 46 good faith and fair dealing, waiver, estoppels and unconscionability and by general equitable principles. C. No Violations or Conflicts. To the best of the City's knowledge, neither the execution nor delivery by the City of this Agreement, the performance by the City of its obligations hereunder,nor the fulfillment by the City of the terms and conditions hereof: 1. Conflicts with, violates or results in a breach of any applicable law, ordinance, permit, approval, governmental approval or regulation; or 2. Conflicts with, violates or results in a breach of any term or condition of any judgment, order or decree of any court, administrative agency or other governmental authority, or any agreement or instrument to which the City is a party or by which the City or any of its properties or assets are bound, or constitutes a default thereunder. D. No Conditions Precedent to Execution. No approval, authorization, license, permit, order or consent of, process, procedure, or declaration, registration or filing with any governmental or administrative authority, commission, board, agency or instrumentality is required for the valid execution and delivery of this Agreement by the City, except: (1) approval and authorization from the City Council is necessary to execute this Agreement; and (2) the Parties agree that due to time constraints, the City cannot adopt its Comprehensive Solid Waste Management Plan prior to execution of this Agreement. The Parties agree that City shall commence development of its Comprehensive Solid Waste Management Plan and shall diligently pursue completion, approval, and adoption of the Comprehensive Solid Waste Management Plan and adoption of any Spokane Valley Municipal Code Provisions necessary to implement the Comprehensive Solid Waste Management Plan. E. Proceedings Against the City. As of the date of this Agreement,there is not and shall not be any action, suit,proceeding or,to the best of the City's knowledge, investigation, at law or in equity, before or by any court or governmental authority, commission, board, agency or instrumentality pending or, to the best of the City's knowledge, threatened, against the City, wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially or adversely affect the performance by the City of its obligations hereunder or which, in any way, would adversely affect the validity or enforceability of this Agreement or any other agreement or instrument entered into by the City in connection with this Agreement. F. Contractor as Sole Provider. During the term of this Agreement, City shall not contract with any other entity to provide the Solid Waste Services provided by Contractor herein. City shall not be precluded from undertaking a procurement process and entering into a contract with another entity prior to the completion of the term of this Agreement in order to ensure there is no interruption of services after the completion of the term of this Agreement; provided that any such entity shall not commence providing services until the term of this Agreement is completed and this Agreement is terminated as provided herein. Nothing herein shall modify the City's rights of termination or remedies in the event of a default under Article 11. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 8 of 46 2.3 Independent Representations and Warranties. The covenants, representations and warranties described in this Article are not exclusive and shall not be construed to exclude or limit those required elsewhere in this Agreement or to modify, limit or lessen in any way, any rights or remedies that either Party may have against the other or the Surety provider. ARTICLE 3 CONTRACTOR RESPONSIBILITIES 3.1 Provide Transfer Services. During the term of this Agreement, the Contractor shall be responsible for and shall provide Transfer Services for Self Haulers and the Designated Haulers at the Transfer Facility, The Transfer Facility shall be identified on Exhibit "A". Transfer Services shall include, but are not limited to the following services, requirements, and conditions: A. Acceptable Waste. The Transfer Facility shall be at such location and of such size and capacity so as to process all Acceptable Waste generated in the City, currently estimated at 50,000 tons annually. Further,the Transfer Facility shall be at such location and of such size and capacity so as to allow Self Haulers and Designated Haulers to deliver Acceptable Waste during the times and days specified in Exhibit "A" without unreasonable delay or interruption to the Designated Haulers' collection service. The Contractor shall ensure that during peak operations there is no obstruction of traffic on any streets surrounding the Transfer Facility other than obstructions arising from Uncontrollable Circumstances. The amount of tonnage is strictly an estimate agreed to by the Parties to determine the size and capacity needed for the Transfer Facility and no specific tonnage of Acceptable Waste is guaranteed by such statement. B. Recyclables, Organics, C&D Waste, and MRW. The Contractor shall provide, as part of the Transfer Facility, programs and means for accepting and processing Recyclables, Organics, C&D Waste, and MRW, as appropriate, so as to allow Self Haulers and Designated Haulers to deliver such wastes and Recyclables at the times and days specified in Exhibit "A" without unreasonable delay or interruption to the Designated Haulers' collection service except to the extent such interruption or delay arises from Uncontrollable Circumstances. Contractor shall be entitled to separate and commercially use Acceptable Waste and C&D Waste delivered to the Transfer Facility; provided any separation activities shall not cause unreasonable delay or disruption of delivery and acceptance of Solid Waste at the Transfer Facility. C. Special Waste. Contractor shall make all reasonable efforts to accept and process Special Waste; provided, Contractor may make additional charges for, or fix new or additional rates for the handling or disposal of Special Waste. In the event that applicable legal requirements or excessive cost of processing would preclude Contractor from reasonably processing Special Waste, Contractor may reject such Special Waste. D. No Delay of Services. The Contractor, at its sole direction and expense, shall keep or shall ensure that the Transfer Facility and Transfer Services equipment are in good working order and repair so as to provide Transfer Services without interruption or unreasonable delay of services except to the extent such interruption or delay arises from Uncontrollable Circumstances, Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 9 of 46 E. Right to Refuse Service, Contractor reserves the right to refuse to any business patron the right of access to the Transfer Facility or Disposal Facility when the customer has violated the facility's rules and policies and/or rules and regulations prescribed by law or the customer is delinquent more than 30 days on account of any money due the Contractor for Solid Waste Services. 3.2 Screening for Unacceptable Waste. A. Screening. The Contractor shall not be required to receive, handle, transport, or dispose of any Unacceptable Waste, The Contractor shall establish and maintain appropriate equipment and a program of operating, monitoring, and screening procedures for the Transfer Facility to prevent the receipt, handling, shipping or disposal of Unacceptable Waste. The Contractor shall inspect and screen all Solid Waste delivered to the Transfer Facility for all Unacceptable Waste prior to transport and disposal at the Disposal Facility. Contractor may decline any Unacceptable Waste and may require the hauler attempting to dispose of such Unacceptable Waste to remove the Unacceptable Waste in accordance with federal, state and local law. B. Training. Transfer Facility staff shall be properly instructed and trained on screening for Unacceptable Waste in accordance with applicable federal, state, and local laws. C. Liability for Unacceptable Waste. The Contractor shall be financially and otherwise liable for the handling and disposal of any Unacceptable Waste that is accepted by it. The City shall in no event be financially or otherwise liable for any Unacceptable Waste accepted, processed, transported, or disposed of by the Contractor. 3.3 Provide Transport Services. The Contractor shall be responsible for and shall provide Transport Services for all Acceptable Waste, C&D Waste, Recyclables, Organics and accepted Special Waste from the Transfer Facility to the Disposal Facility to which the applicable waste is delivered for processing or disposal. The Contractor may utilize any lawful means for providing Transport Services, including contracting with third-party transport service providers. The Contractor, at its sole direction and expense, shall ensure that Transport Services are provided at all times without interruption or unreasonable delay of services except to the extent such interruption or delay arises from Uncontrollable Circumstances. 3.4 Provide Disposal Services. A. Acceptable Waste and Special Waste. The Contractor shall be responsible for and shall provide Disposal Services for all Acceptable Waste and accepted Special Waste at a Disposal Facility permitted to accept such waste in. compliance with all federal, state, and local regulations. The Contractor may utilize any lawful means for providing Disposal Services, including contracting for use of a third-party Disposal Facility. The Disposal Facility or facilities shall be initially identified on Exhibit "A". The Contractor, at its sole direction and expense, shall ensure that Disposal Services are provided without interruption or unreasonable delay except to the extent such interruption or delay arises from Uncontrollable Circumstances. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 10 of 46 B. Recyclables, Organics, C&D Waste, and MRW. As part of its provision of Disposal Services, Contractor shall recycle all Recyclables, compost all Organics, and dispose all C&D Waste and MRW in accordance with applicable federal, state, and local laws. The Contractor shall ensure that all Source-Separated Recyclables delivered to and accepted at the Transfer Facility axe recycled and all Source-Separated Organics delivered to and accepted at the Transfer Facility are composted and are not disposed of as Acceptable Waste, unless otherwise approved by the City in writing, which approval shall not be unreasonably withheld, conditioned or delayed. The Contractor shall identify to City in writing all facilities used to recycle Recyclables, compost Organics, and dispose of C&D Waste, and MRW. 3.5 Primary Services. The Contractor shall provide Transfer, Transport and Disposal Services to the City in accordance with the terms and conditions of this Agreement. The Contractor may accept and process legally acceptable Solid Waste from sources other than City that is not otherwise prohibited to be delivered to the Transfer Facility, but at no time shall any acceptance or processing of Solid Waste from sources other than the City limit the Contractor's ability to provide Solid Waste Services to the City and its Designated Haulers and Self Haulers in accordance with the terms and conditions of this Agreement. Should the ability of the Contractor to process Solid Waste generated within the City and other Solid Waste become limited, whether due to decreases in capacity at the Transfer Facility or Disposal Facility or otherwise,the Contractor shall first limit the receipt and processing of Solid Waste from sources other than the City to allow as much Solid Waste generated within the City to be handled as is required under this Agreement. 3.6 Education. Upon request by the City, the Contractor shall assist the City in providing solid waste education, including but not limited, public outreach to educate City residents and businesses regarding the transition to the use of the Contractor's Transfer Facility, education regarding options for recycling, Organics, and MRW, and other educational outreach efforts identified by either Party as set forth in Exhibit "B"; provided, the City shall be responsible for all costs of providing education. The City may request additional education services and the Parties shall negotiate in good faith any necessary changes to Service Fees to cover costs or expenses for the additional education. 3.7 Cooperation. Contractor shall cooperate with the City, Designated Haulers, any third-party providers of Transfer Services, Transport Services and Disposal Services, and the Disposal Facility provider to ensure that Acceptable Waste, Recyclables, Organics, C&D Waste, MRW, and Special Waste is legally, efficiently, promptly, and without unreasonable delay or interruption of service accepted, transferred,transported, disposed of,recycled and composted in accordance with the terms of this Agreement, except to the extent such interruption or delay arises from Uncontrollable Circumstances. 3.8 Performance Standards. The Contractor shall provide all Solid Waste Services in compliance with the performance standards provided in Exhibit"C". Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 11 of 46 3.9 Customer Service. A. Contractor shall comply in all respects with the customer service standards contained herein. B. Contractor, its employees, agents and subcontractors shall conduct themselves in a manner to create a positive image of the Contractor and City. Contractor shall provide a customer service telephone line, website, and representative to handle any customer service complaints or questions during the normal business hours of the Transfer Facility. 1. The Contractor shall maintain a toll-free or collect call telephone access line which will be available to customers twenty-four hours per day, seven days per week. A customer service representative shall be available to respond to customer inquiries by such telephone line during the normal business hours of the Transfer Facility, After normal business hours, the access line shall be answered by a service or automated response system, including an answer machine. Inquiries received after hours shall be responded to on the following Business Day. 2. The Contractor shall maintain a website which will be available to customers twenty-four hours per day, seven days per week. The website shall contain current Service Fee and Organics Fee rates, as well as any pending changes to such rates. The website shall contain contact information for the telephone access line. The website shall contain waste acceptance standards and educational materials as provided herein, C. Customers shall have the right to speak to a supervisor in the event the customer is not satisfied with the response from the customer service representative. The City shall direct any customer inquiry to the customer service representative or supervisor if the customer has not already done so. In the event the customer is not satisfied with the response after speaking with the supervisor and contacts the City, a Contractor liaison shall promptly meet with the City to attempt to resolve the issue. D. Contractor shall develop a Customer Service Plan, to be approved by the City, which shall identify and outline customer service standards, customer service goals, and strategies and plans for implementing new procedures in response to customer service issues or complaints, The Customer Service Plan shall include reasonable times for responses to complaints. The City shall approve the Customer Service Plan and any updates thereto,. which is included as Exhibit "D". The Contractor shall review the Customer Service Plan periodically, but not less than once per year, and update as necessary. E. All customer service complaints or concerns shall be documented and provided as part of the Contractor's annual report and to the City within seven Business Days after request by the City. F. Contractor shall ensure that all contracts between it and the Designated Haulers are commercially reasonable and comply with all terms contained herein, including the Performance Standards and Customer Service Plan. Contractor may include any terms that are commercially Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 12 of 46 • reasonable, including penalties, interest fees, late charges and service limitations and restrictions for late or non-payment or violation of rules; provided, however, all Designated Haulers, including Designated Haulers that may be owned, operated, or are subsidiaries of Contractor shall be charged the same rates, penalties, and fees and be subject to the same service limitations and restrictions. 3.10 Notice of Disruption of Service. Contractor shall notify the City Representative of any construction, maintenance, or other activity or occurrence which could disrupt, slow or otherwise impact the provision of Solid Waste Services immediately after Contractor becomes aware of such activity or occurrence. 3.11 Notice of Other Facilities. Contractor may notify the City in writing in the event that the Contractor obtains access to alternative transfer or disposal facilities or desires to use other methods of waste disposal which could be utilized in carrying out this Agreement. In the event Contractor desires to use alternative transfer or disposal facilities or disposal methods, Contractor shall provide a written transition plan demonstrating how the transition would occur and any impacts to the provision of Solid Waste Services at the alternative or new facilities. Transition to and use of any alternative facility shall not result in any cost to the City nor any increase in Service Fee or Organics Fee rates. The City may, in its sole discretion, approve the use of alternative transfer or disposal facilities. 3.12 Ongoing Maintenance of Financial Condition. The Parties have agreed that Contractor's ongoing financial health and stability are vital to the continued provision of Solid Waste Services for the term of this Agreement. Solely to demonstrate financial health as it relates to the provision of Solid Waste Services hereunder, within 30 days of the end of the calendar year, Contractor shall provide a letter or other formal statement from the Contractor's designated bank to the City demonstrating that Contractor has met all financial covenants, including the debt service coverage ratio and financial reporting, and made all prior payments timely, required by the bank for financing related to the provision of Solid Waste Services herein. 3.13 Necessary Contracts. The Contractor shall provide for City review, but not approval, all third-party service contracts necessary for Contractor to provide Solid Waste Services, including but not limited to third-party contracts for Transport Services and Disposal Services and with any Disposal Facilities. Contractor may redact any cost or fee schedules, special terms not applicable to this Agreement and other proprietary, trade secret or confidential information from such contracts prior to providing to the City, provided that Contractor shall not redact the names of the parties to the contract, the term of the contract, insurance requirements, and indemnity provisions. All such contracts shall be provided no later than 60 days prior to November 17, 2014. The Contractor shall provide any amendments or new contracts within 30 days of their execution. 3.14 Business Registration. Contractor shall register with the City as a business prior to the Effective Date of this Agreement. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 13 of 46 3.15 Commencement of Service. The Contractor shall begin accepting Solid Waste generated within the City on November 17, 2014. 3.16 Surety. Prior to the Effective Date of this Agreement, the Contractor shall provide to the City a contract performance Surety in the form of a performance bond or letter of credit for the term of this Agreement. The amount of the Surety shall be $1,000,000. The Surety shall be consistent with the terms of this Agreement and be substantially in the form set forth in Exhibit "E" to this Agreement, or such other form customary in the industry which the City approves in writing,which approval shall not be unreasonably withheld, conditioned or delayed. 3.17 Public Records: Confidentiality. A. The Parties agree that all records of the Contractor and of the City which are related to this Agreement and the Solid Waste Services provided hereunder and which are prepared, owned, used, or retained by the City are public records under the Public Records Act (chapter 42.56 RCW) and may be subject to disclosure unless a statutory exemption applies. The City agrees to not intentionally waive any statutory exemptions from disclosure available for such records under the Public Record Act. The City shall, if possible, notify the Contractor before any disclosure, and provide the Contractor an opportunity to intervene through judicial process to resist release of such records. The City agrees not to object to the Contractor's intervention in any judicial proceeding in which the City resists the release of the records in question so long as the Contractor's request to intervene is limited to resisting the release of the records. The City shall have no duty to resist release of any Contractor records, except to provide notice to Contractor of the request for and disclosure of such records as previously described. B. All reports, educational materials, and other records prepared by the Contractor and provided to the City pursuant to this Agreement are and shall be the property of the City and shall be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public records laws. The written, graphic, mapped, photographic, or visual documents prepared by Contractor under this Agreement and provided to the City shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. The City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement that Contractor provides to the City pursuant to this Agreement; provided City shall not publish, disclose, or distribute any financial information provided under Section 3.12 without prior notice to Contractor of its intent to do so or without providing the Contractor an opportunity to intervene through judicial process to resist release of such records; and provided further that Contractor shall have no liability for the use of Contractor's work product outside of the scope of its intended purpose. City shall provide Contractor with notice of any public records requests under Section 3.17(A). C. The City, or as requested and authorized by state law, State Auditor, or any of their representatives shall have full access to and the right to examine during normal business hours all of Contractor's records with respect to all matters that are directly related to and covered in this Agreement and are required to be provided by Contractor to the City under Section 3.22 or Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services - Page 14 of 46 to support fee adjustments under Section 5.3, including tonnages received and revenues received by Contractor from Solid Waste generated within the City. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records for a period of three years from the final date of this Agreement, provided that such representatives shall hold such matters in strictest confidence and not disclose them except in accordance with the limitations on disclosure set forth in this Section 3.17. Contractor may request an independent third-party accountant or other professional to review any document that it believes is not directly related to this Agreement. In the event the independent third-party determines a document is not directly related to this Agreement, such document shall not be subject to review by the City or State Auditor. D. Contractor may, from time to time, receive information which the City designates in writing to be confidential. Contractor shall not disclose such information without the prior express written consent of City or upon order of a Court of competent jurisdiction. 3.18 Compliance with Laws and Regulations. The Contractor agrees that in providing the Solid Waste Services and the performance of its duties and obligations under this Agreement, the Contractor will qualify under, and comply with, any and all federal, state and local laws, requirements, regulations, licenses, certificates, approvals and permits now in force and which may hereafter be enacted and become effective, which are applicable to the Contractor, its employees, agents or subcontractors. 3.19 Permits, Licenses, etc. The Contractor and any subcontractors shall obtain and maintain, at their sole expense, all permits, licenses, certificates and approvals required by federal, state and local law for its operations and activities under this Agreement. Contractor shall file with the City a list of all such permits, licenses, certificates and approvals designating the issuing authority, the dates of issuance, the expiration of those permits, licenses, certificates and approvals and shall file a copy of all current permits, licenses, certificates and approvals with the City. The Contractor shall be solely liable for all fines or penalties that may be imposed by any regulatory agency or other governmental authority for violations of permits, laws, approvals, certificates or regulations; the City shall not be liable for and shall not reimburse the Contractor for payment of any fines or penalties. 3.20 Tariffs, Surcharges, Taxes and Fees. Except under the limited circumstances expressly set forth in this Agreement, the Contractor shall be responsible and liable for payment of all federal, state and local taxes and fees, tariffs and surcharges of every form and description including, without limitation, those that apply to any and all persons, property, income, equipment, materials, supplies, structures or activities that are involved in the performance of this Agreement. 3.21 Notification of Violations — Full Disclosure. This Section shall not apply to notification and reports of customer service complaints that occur in the normal course of business, which shall be handled in accordance with Section 3.9. Within 10 days of receiving notice of any other complaint, accident, appeal, claim or notice of violation, or other judicial or administrative action, formal or informal relating in any way to the provision of services under this Agreement, filed against the Contractor, the Transfer Facility, or any subcontractor or third- Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 15 of 46 party service provider, or within 10 days of filing, receiving or otherwise learning of any bankruptcy proceeding filed by or against the Contractor, any of its owners or any entity related to the Contractor, the Contractor shall notify the City of the same in writing. The Contractor shall notify the City of the existence, filing, or receipt of any reports or other documents in any manner related to groundwater, without limitation, including the sampling or the testing thereof. The Contractor shall provide copies of any complaints, accidents, appeals, claims or notices of violation, or other judicial or administrative action, formal or informal, responses thereto, and any reports or documents related to groundwater, as requested by the City within seven days of the City's request, or if the request is made prior to a response, within seven days of such response. Contractor shall provide notice of final resolution of any such complaint, accident claim, appeal, claims or notices of violation, or other judicial or administrative action to the City within 10 days of such resolution. This Section 3.21 contemplates full and forthright disclosure by the Parties. 3.22 Reports. The Contractor shall keep accurate records of all transactions connected with this Agreement including, but not limited to, all correspondence and invoices, transaction/weight tickets and receipts issued to or at the Transfer Facility and Disposal Facility for Solid Waste generated in the City. Notwithstanding anything to the contrary in this Agreement, the City shall have the right to review and audit the Contractor's records to which the City has access under Section 3.17(C), above. The Contractor shall provide, in a form acceptable to the City, an annual report for the preceding reporting period summarizing routine and extraordinary activities relating to Solid Waste generated in the City during the prior reporting period and plans and schedules for future activities. The annual report shall provide data by monthly increments. The report shall include: A. Tonnage. The tonnage by type of waste (total Solid Waste, Acceptable Waste, Recyclables, Organics, C&D Waste, MRW, Special Waste, and Unacceptable Waste) or other material generated within the City and accepted at the Transfer Facility and the tonnage processed as part of the Contractor's Transport and Disposal Services. Tonnages shall be based upon actual tonnages as measured by a scale system legally calibrated and certified to be accurate by the appropriate governmental entity or agency, or if no such agency is conducting calibrations or certifications, an independent contractor,to certify such scales; 13. Trips. The number of trip visits to the Transport Facility by: (1) Designated Haulers, and(2) Self Haulers; C. Customer Service Inquiries. The number of customer service inquiries handled by customer service representatives from Designated Haulers or Self Haulers by month and by the following categories: (1) Fee issues; (2) issues with interactions with Contractor staff; and (3) provisions of services (e.g.,wait times, acceptance of waste, etc.); and D. Extraordinary Occurrences. Any extraordinary occurrences affecting the Contractor's performance of this Agreement including, but not limited to, incidents of inadvertent acceptance • of Unacceptable Waste generated within the City known to Contractor, and occurrences affecting or caused by the Transfer Facility, any subcontractor or third-party service provider. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 16 of 46 ARTICLE 4 CITY'S RESPONSIBILITIES 4.1 Delivery of Acceptable Waste, No minimum amount of Acceptable Waste tonnage is guaranteed under this Agreement. However, the City shall, in its contracts with Designated Haulers, obligate, to the maximum extent allowed by law,the Designated Haulers to haul and deliver all Acceptable Waste collected pursuant to such contracts to the Contractor's Transfer Facility for processing. The City shall diligently enforce, to the maximum extent allowed by law, all obligations in its contracts with Designated Haulers, including, without limitation, those related to the collection, hauling and delivery of Acceptable Waste to the Transfer Facility. The provisions of the City's contracts with the Designated Haulers shall not restrict Contractor's right to enforce the terms of its agreements with the Designated Haulers described in Section 3.9(F). In the event the City chooses to provide for Acceptable Waste collection through the use of City staff and resources, the City shall haul and deliver all such Acceptable Waste collected to the Contractor's Transfer Facility for processing. The City's obligation to contractually obligate and enforce its collection, hauling, and delivery obligations with its Designated Haulers as outlined above does not create any obligation or requirement for the City to impose mandatory collection from all of its residents and commercial businesses. 4.2 Cooperation with Contractor. The City shall use its best efforts to cooperate with the Contractor and to respond to the Contractor's reasonable requests for information and assistance, consistent with the provisions of this Agreement. As part of its cooperation, the City shall provide all necessary information to assist with educational components. 4.3 Comprehensive Solid Waste Management Plan. City shall implement and maintain a Comprehensive Solid Waste Management Plan in accordance with chapter 70.95 RCW, as now adopted or hereafter amended. The Parties acknowledge that this Agreement will be executed prior to the development and adoption of the City's Comprehensive Solid Waste Management Plan. The City shall include a description of the Solid Waste Services provided under this Agreement in the Comprehensive Solid Waste Management Plan, including a description of the Transfer Facility and Disposal Facility utilized herein as the only such facilities for which the City has contracted and the obligations of Designated Haulers to haul and deliver Acceptable Waste to the Transfer Facility as set forth in Section 4.1. Subject to the requirements of applicable law, the Comprehensive Solid Waste Management Plan adopted by the City and any amendments thereto shall be consistent with the terms of this Agreement. The City shall include the Contractor in public discussions and development of the City's Comprehensive Solid Waste Management Plan to the extent permitted by law during the term of this Agreement. In the event any inconsistency is determined between the Comprehensive Solid Waste Management Plan and this Agreement, the City shall notify the Contractor and the Parties shall in good faith negotiate an amendment to this Agreement, which shall include adjustments to the Fees payable to Contractor to fairly reflect additional or reduced services, costs and expenses or reductions or increases in waste arising from such amendments, so that the provision of Solid Waste Services under this Agreement does not violate the City's Comprehensive Solid Waste Management Plan. In the event the Parties cannot come to agreement on modified fees,the Parties shall resolve such fee dispute in accordance with the provisions of Article 12--Disputes. Agreement for Comprehensive Solid Waste Transfer,Transport;and Disposal Services Page 17 of 46 4.4 Compliance with Laws and Regulations. City agrees that in the performance of its duties and obligations under this Agreement,the City shall comply with any and all federal, state and local laws, requirements, regulations, licenses, certificates, approvals and permits now in force and which may hereafter be enacted and become effective, which are applicable to the City or its officers, employees or agents and which are related to the provision of Solid Waste Services as provided herein. ARTICLE 5 FEES 5.1 Load Limits. There shall be no per load minimum or maximum tonnage of Acceptable Waste,Recyclables, Organics, or C&D Waste required for acceptance of such wastes and Recyclables at the Transfer Facility, 5.2 Fees. For the Contractor's performance of its obligations under this Agreement it shall be entitled to the sum of the Service Fee, Organics Fee, and Special Waste Fees as follows: (A) (1) Service Fee. $92.00 per ton of Acceptable Waste and C&D Waste. Contractor may impose a minimum charge for Acceptable Waste and C&D Waste of up to $15.20. (2) Customers may deliver up to four non-Class 8 truck tires in a single load of Acceptable Waste without a separate charge. (3) Customers may deliver up to one tree stump in a single load of Acceptable Waste without a separate charge. (B) Organics Fee. $50.00 per ton of Organics. Contractor may impose a minimum charge for Organics of up to $10.00. The Organics Fee shall only apply to routes and loads delivered from Self-Haulers and Designated Haulers consisting of Organics derived from within the City with no more than a small amount of Organics derived from outside the City. The Organics Fee shall not apply to routes and loads delivered from Self-Haulers and Designated Haulers with more than a small amount of commercially-derived Food Scraps. (C) Special Waste Fees. Except as otherwise provided in Subsection A above with respect to tires and stumps, Contractor shall have sole discretion to set the rates for handling and disposal of Special Waste, provided, however, such rates shall be reasonable based upon costs for acceptance,processing, transport and disposal of such Special Waste. Contractor is obligated to provide for the handling and disposal of Special Waste as provided herein, The Parties agree that the Service Fee is comprised of and includes any and all costs associated with acceptance, processing, transport, disposal, and recycling of Recyclables, MRW, and, if it is accepted by Contractor, Unacceptable Waste. Contractor shall not charge any fee to Designated Haulers or Self Haulers for acceptance,processing, transport, disposal, and recycling of Recyclables and MRW. Contractor shall retain any revenues received from recycling of all Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 18 01'46 Source-Separated Recyclables, composting of Source-Separated Organics, and salvage of commercially usable Acceptable Waste and C&D Waste. All Service Fees, Organics Fees, and Special Waste Fees shall be charged to Designated Haulers and Self Haulers and collected by Contractor at the time such waste is accepted at the Transfer Facility, or by invoice to the Designated Haulers in the event the Contractor has separate agreements with the Designated Haulers. Except as provided below, Contractor shall not be entitled to and the City shall not be required to make any payments to Contractor for any reason under this Agreement, except as otherwise provided in Article 8 — Indemnification and Article 11 — Default. In the event City provides for collection and delivery of Solid Waste generated by the City with its own staff and delivers it to the Transfer Facility, the City shall be charged and pay the same rates as all other customers as set forth herein unless otherwise agreed to in writing by the Parties. 5.3 Adjustment of Fees. A. Annual Adjustment. Effective on December 1, 2015 and on December 1st of each year thereafter during the term of this Agreement, the then current Service Fee and Organics Fee, as previously adjusted under this Section 5.3(A), shall be automatically increased by 90% of the percentage change in the average CPI for the 12 month period July 1 through June 30 of the calendar year the adjustment becomes effective as compared to the CPI average for the preceding twelve month period and multiplying the result by the then applicable Service Fee and Organics Fee. B. Adjustment for Government Taxes. The Contractor may increase the fees payable under Section 5.2 for reasonable actual increased costs resulting from changes in government, health district and/or department, or other agency taxes, fees, and surcharges that are assessed upon Contractor for its operations and Solid Waste Services hereunder that occur or are increased after the Effective Date of this Agreement. Such changes shall include solid waste utility taxes and other taxes, fees, surcharges and impositions relating to solid waste or solid waste processing, handling and disposal. Such changes do not include real estate taxes, ad valorem taxes, telecommunications taxes, water and sewer connection fees or water and sewer user fees, sales or income taxes, host fees, other utility taxes, and any other similar fees, taxes, surcharges, and assessments. The Contractor shall provide notice to the City at least 10 days prior to increasing such fees and the City may request documentation of the reasonable actual increased costs resulting from such changes. If the City requests documentation and Contractor does not or cannot provide such documentation, the Contractor may not increase fees until Contractor provides such documentation. After-enacted government taxes, fees, and surcharge increases or decreases are not subject to the annual adjustment contained in Section 5.3(A). Any dispute regarding the appropriateness of increases shall be resolved pursuant to Article 12 - Disputes. C. Adjustment for Changes in Federal, State and Local Law. The Contractor may increase the fees payable under Section 5.2 for reasonable actual increased costs resulting from changes in federal, state, or local law. For purposes of this Section, "change in law" means any of the following that are related to and required for the provision of Solid Waste Services hereunder, and which become effective at any time after the Effective Date: (1) any new, changed, or revised law, statute, rule, code, regulation, ordinance, or decision, order, decree, or Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 19 of 46 judgment, or (2) the imposition of any material conditions or requirements on the continuation, issuance, or renewal of any permit, license or approval. "Change in law" excludes any change in - tax, fee, or surcharge as provided for in Section 5.3(B). The Contractor shall provide notice to the City at least 10 days prior to increasing such fees and the City may request documentation of the reasonable actual increased costs resulting from such changes. If the City requests documentation and Contractor does not or cannot provide such documentation, the Contractor shall not increase fees until Contractor provides such documentation. Any dispute regarding the appropriateness of increases shall be resolved pursuant to Article 12 - Disputes. D. Adjustment for Uncontrollable Circumstances. Upon reasonable agreement of the Parties, the Contractor may increase the fees payable under Section 5.2 for reasonable actual increased costs resulting from Uncontrollable Circumstances. The Contractor shall provide immediate notice of such Uncontrollable Circumstances to the City. The City may request documentation of such reasonable actual increased costs resulting from Uncontrollable Circumstances. The Parties shall work diligently and reasonably towards agreement and shall not unreasonably withhold or delay agreement on any fee increase. The agreed upon fees shall include all actual reasonable increased costs incurred from the date of the Uncontrollable Circumstances. Any dispute regarding the appropriateness of increases shall be resolved pursuant to Article 12-Disputes. E. Reduced Fees for "Most Favored Customer." Notwithstanding any provision to the contrary herein, the Contractor may use the Transfer Facility to process Solid Waste of any governmental or private entity or person other than the City, Designated Haulers, and Self Haulers. In the event the Contractor enters into an agreement with any governmental entity other than the City to process Solid Waste that requires the Contractor to perform all of the same Solid Waste Services the Contractor is required to perform under this Agreement in the same manner and to the same extent as required under this Agreement, the Contractor shall reduce the Service Fee or Organics Fee under this Agreement to the lower amount provided to the other governmental entity. • F. Services Under Emergency Operations Plan. In the event the Contractor implements the emergency operations plan under Article 6, the Service Fee and Organics Fee shall not increase above the rate in effect immediately prior to the date and time of such implementation. G. No Payment for Services Not Performed. The Contractor shall receive no payment for services required under this Agreement which are not provided by the Contractor or its subcontractors, even if such failure is caused by events or occurrences of a nature commonly known as "force majeure" or acts of God or strikes beyond the Contractor's control. 5.4 Fees and Taxes Payable to the City. A. The Contractor shall pay an annual administrative fee to the City equal to $125,000 to compensate the City for costs associated with administration of this Agreement and management of Solid Waste within the City. Such fee shall be paid in quarterly installments due within 30 days of the completion of the first calendar quarter of 2015 and within 30 days of the completion of each calendar quarter thereafter throughout the term of the Agreement. The City may alter the Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 20 of 46 fee once each year and shall notify the Contractor of such alteration by December 31 of each calendar year. Any alteration shall not take effect until the first day of the calendar quarter that starts at least 60 Days following such notification. B. The City shall have the right to request review and/or audit of all records related to the tonnages received from Solid Waste generated within the City and delivered to the Contractor and amounts payable and due under Section 5.4(A) at any time. C. The administrative fee payable to the City may be added, as applicable, to the fees set forth in Section 5.2, as adjusted, to make up the total tipping fees that Contractor charges to Designated Haulers and Self Haulers. The amount added to fees shall be based upon the annual projected tonnage of Acceptable Waste. Contractor shall have the right to direct any questions regarding the administrative fee to the City and the City shall be responsible for handling all complaints and inquiries about such administrative fee. Contractor shall be responsible for the collection and delivery of the administrative fee to City to the extent of the amount owed based on total tonnage of Acceptable Waste collected from City Self Haulers and Designated Haulers. Contractor shall collect the City's administrative fee as agent for the City from Designated Haulers and Self Haulers and shall deliver the amount collected to the City as provided in Section 5.4(A). For purposes of calculating taxes on the collection and delivery of the administrative fee, the City's administrative fee is not the income or asset of Contractor for any reason and is paid to and received by the City exclusively because of the exercise of its governmental functions. Contractor shall not have any personal liability to the City for the administrative fee other than the obligation to collect and deliver the administrative fee to the City as set forth in Section 5.4(A). Contractor shall maintain books and records showing that Contractor is acting as agent for the City and that the City is the actual owner of the City administrative fee funds collected by Contractor. D. In addition to the annual administrative fee, if the Contractor receives more than 45,500 tons of Solid Waste at the Transfer Facility, excluding tonnage from loads which consist substantially of commercial Recyclables that are brought to the Transfer Facility for baling, marketing and/or processing, during any calendar year starting with 2015, because of the effect of that volume of tonnage on the facilities in the City, the Contractor shall pay the City a"Right- of-Way Maintenance Fee" equal to $1.00 for each ton of Solid Waste received at the Transfer Facility, except for tonnage from excluded Recyclables as provided above in this Section 5.4(D), during such calendar year over 45,500 tons of such waste, On or before March 15 of each year, commencing March 15, 2016, the Contractor shall pay the City the Right-of-Way Maintenance Fee that is payable based upon the number of tons of Solid Waste that are received at the Transfer Facility, except for tonnage from the excluded Recyclables as provided above in this Section 5.4(D), during the prior calendar year. E. In the event the City imposes a solid waste utility tax or other business and occupation tax on the provision of Solid Waste Services by the Contractor or the Contractor's operation of its solid waste business, the Parties agree that such tax is an after-enacted government tax under Section 5.3(B) and Contractor shall be entitled to increase the fees payable under Section 5.2 for the actual increased costs resulting from such tax. Such tax shall be paid to the City at such time and in such manner as specified in the ordinance imposing such tax. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 2! of 46 ARTICLE 6 EMERGENCIES 6.1 Notification. Any Party with knowledge of circumstances or potential circumstances which could impact the availability of Acceptable Waste, the ability of the Transfer Facility to process Acceptable Waste, Recyclables, Organics, and C&D Waste, the ability of the Contractor to provide Transfer Services, Transport Services, or Disposal Services, or the ability of the Disposal Facility to dispose of, recycle, or compost Acceptable Waste, Recyclables, Organics, and C&D Waste shall promptly notify the other Party. Said notification shall in no case take more than 24 hours after the discovery of the information. Notification shall initially be oral and shall be followed by prompt written notification. 6.2 Emergency Operations Plan. Prior to the execution of this Agreement, the Contractor shall provide to the City a written comprehensive emergency operations plan designed to provide an alternate means of providing Transfer Services, Transport Services, and Disposal Services, to process, transfer, transport and dispose of, recycle, and compost Solid Waste under this Agreement should the Contractor not be able to do so with the originally designated Transfer Facility, Disposal Facility or in the manner originally contemplated. Examples of emergencies which would give rise to use of the emergency operations plan include, but are not limited to Uncontrollable Circumstances that render the Transfer or Disposal Facility inoperable, or government regulatory action that renders the Transfer or Disposal Facility inoperable. Lack of capacity to process Solid Waste at either the Transfer or Disposal Facility due to increased Solid Waste from sources other than the City shall not constitute a valid emergency. The emergency operations plan shall be consistent with the terms of this Agreement and shall be reviewed annually and updated as necessary. A copy of the emergency operations plan is attached hereto as Exhibit"F." 6.3 Implementation of the Emergency Operations Plan. In the event that the Contractor fails or is unable to provide the Solid Waste Services which it has agreed to perform under this Agreement, or is unable to process, transfer, transport to and legally dispose of, recycle, or compost all Acceptable Waste, Recyclables, Organics, and C&D Waste at the Disposal Facility, the Contractor shall immediately implement the emergency operations plan and thereafter immediately notify the City and the Designated Haulers orally, followed by a written notification to the City at the earliest practicable time which shall not exceed 24 hours from the time the emergency operations plan was put into effect. ARTICLE 7 OWNERSHIP OF WASTE 7.1 Ownership. Title to Solid Waste delivered to the Contractor under this Agreement is in the person or entity which arranged for said delivery and provided the Solid Waste. The Contractor may obtain ownership of Solid Waste delivered to the Transfer Facility to the extent provided by law, but only to the extent that Contractor accepts and processes such Solid Waste. Notwithstanding anything to the contrary in this Agreement, title to Solid Waste shall not vest in the City. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 22 of 46 ARTICLE 8 INDEMNIFICATION 8.1 Indemnification and Hold Harmless — Non-Environmental. Contractor shall, at its sole expense, defend, indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the breach by the Contractor of any or its representations, warranties or covenants under this Agreement or the intentionally wrongful or negligent acts, errors or omissions in the services provided by Contractor, Contractor's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Such duty to defend, indemnify, and hold harmless the City and its officers, agents, and employees shall survive the term of this Agreement. 8.2 Indemnification and Hold Harmless — Environmental. Contractor shall, at its sole expense, defend, indemnify, and hold harmless the City, its officers, agents, and employees, from any and all claims of pollution or other environmental liabilities arising out of the Transfer Services, Transport Services, and Disposal Services provided by Contractor, Contractor's agents, subcontractors, subconsultants, and employees, including any third-party service providers providing Transport Services and Disposal Services or owning any Disposal Facility(s) utilized by the Contractor, for disposal of Solid Waste under this Agreement. Such duty to defend, indemnify, and hold harmless the City and its officers, agents, and employees shall survive the term of this Agreement until the statute of limitations on any such claims expires which may last through operation, closure, and post-closure of any Transfer Facility or Disposal Facility utilized by the Contractor to provide Transfer and Disposal Services under this Agreement. 8.3 General Provisions. The following provisions are applicable to indemnification under Sections 8.1 and 8.2: A. Contractor's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the intentional wrongful acts or sole negligence of City or City's agents or employees. B. Contractor's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of(1) City or City's agents or employees, and (2) Contractor's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Contractor, Contractor's agents, subcontractors, subconsultants and employees. C. Contractor's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim- related costs and expenses. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 23 of 46 D. Contractor specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Contractor's waiver of immunity under this provision extends only to claims against Contractor by City, and does not include, or extend to, any claims by Contractor's employees directly against Contractor. The Parties hereby certify that this indemnification provision was mutually negotiated and agreed to. E. Contractor and the City agree to make and pursue claims against their applicable insurance coverage for all costs and expenses related to third party claims. Nothing in this Agreement shall constitute a waiver or relinquishment of any claims either Contractor or the City may have against their respective insurers, nor shall any provision of this Agreement waive or relinquish any subrogation or contribution rights that Contractor or the City's insurers may have against another insurer or other potentially responsible party. F. In no event shall the Contractor be liable for consequential, special, or incidental damages suffered by the City. ARTICLE 9 INSURANCE 9.1. Insurance Required. Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents,representatives, employees or subcontractors. 9.2. Minimum Scope of Insurance. Contractor shall obtain or, as indicated below, arrange for insurance of the types described below: A. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. B. Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. City shall be named as an insured under Contractor's commercial general liability insurance policy with respect to the work performed for the City. C. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 24 of 46 • • D. Commercial Umbrella Liability Insurance (not "excess only" Umbrella. Liability Insurance). E. Pollution Liability Insurance covering bodily injury and property damage to third parties resulting from sudden or gradual pollution occurring during the course of providing any of the Solid Waste Services outlined herein. In the event Contractor utilizes a third-party service provider to provide Transport Services and Disposal Services, including any third-party owned Disposal Facility(s), Contractor shall provide or arrange for the owner of the Disposal Facility to provide the Pollution Liability Insurance required under this Agreement and shall provide evidence of or evidence that such owner has pollution liability insurance in at least the amount provided in Section 9.3(D) for losses arising from the provision of such services and use of such facility(s)for the Solid Waste Services provided under this Agreement. 9.3 Minimum Amounts of Insurance. Contractor shall maintain or, as indicated in Section 9.2(E), arrange for the following insurance limits: A. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. B. Commercial general liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. C. Commercial Umbrella Liability Insurance (not "excess only" Umbrella Liability Insurance)with limits of$5,000,000 each occurrence. D. Pollution Liability (Environmental Liability) with limits of$5,000,000 to be provided by the party required to provide such insurance under Section 9.2(E). • 9.4 Other Insurance Provisions. A. The insurance policies are to contain, or be endorsed to contain, the following provisions for all insurance except workers' compensation: 1. Contractor's insurance coverage shall be primary insurance with respect to City. Any insurance, self-insurance, or insurance pool coverage maintained by City shall be in excess of Contractor's insurance and shall not contribute with it. 2. Contractor shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two Business Days of receipt by Contractor. 3. City shall be named as an additional insured. B. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. C. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 25 of 46 Agreement, Contractor shall furnish acceptable insurance certificates to the City Clerk at the time Contractor returns the signed Agreement to the City. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. Contractor shall obtain replacement insurance certificates meeting the requirements herein and furnish such replacement certificates to the City at least 30 days prior to the expiration of the insurance certificate being replaced. D. Insurance Required from Designated Haulers. The City shall, in its contracts with Designated Haulers, obligate them to obtain and keep insurance policies in force with companies and coverages as are customary in the industry. City shall provide copies of all insurance certificates for the Designated Haulers to Contractor within two Business Days of Contractor's request. ARTICLE 10 COORDINATION MEETINGS 10.1 Initial Coordination Meeting. Prior to the commencement of services under this Agreement, the Contractor, City and others requested by either Party shall meet as necessary to discuss scheduling,processes and any other matters the Parties deem appropriate. 10.2 Periodic Coordination Meetings and Reports. The City and the Contractor shall hold periodic coordination meetings, no less than annually, to review the Solid Waste Services being provided, problems and/or complaints made by third parties. Either the City or the Contractor may organize, call and notify the other Party of that meeting. If requested, either Party shall submit a written report to the other Party at least seven days before any meeting regarding operations,problems, complaints or any other matter arising under this Agreement. ARTICLE 11 DEFAULTS 11.1 Contractor Default. There shall be two classes of defaults by the Contractor in its performance under this Agreement: A. Major Default. A Major Default includes: 1. The Contractor's failure to provide Transfer Services, Transport Services and Disposal Services for all Acceptable Waste, Recyclables, Organics, and C&D Waste at the Transfer Facility and Disposal Facility or an alternate facility under Section 3.11 for a period of two consecutive Days provided such failure is not due to Uncontrollable Circumstances; 2. A release or the threat of a release by the Contractor of a Hazardous Substance, as defined by the Comprehensive Environmental Response, Compensation, and Liability Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 26 of 46 Act, 42 U.S.C. 9601 et. seq. as amended ("CERCLA"), or as defined by the Model Toxics Control Act, chapter 70.105D RCW, as amended ("MTCA"), which the City reasonably concludes, in its reasonable discretion, may constitute a release or threatened release of a hazardous substance of such a degree that the United States Environmental Protection Agency or Washington Department of Ecology would be reasonably likely to conduct a remedial action, require remedial action by the City or the generators of the Solid Waste, or impose liability on the City or generators of the Solid Waste; provided that a release or threat of release of a Hazardous Substance as described in this Section 11.1(A)(2) shall not constitute a Major Default or default by Contractor under this Agreement if Contractor: (1) has already begun and is diligently pursuing a response or remedial action as required by CERCLA or MTCA at the time of the City's determination; or (2)following notice from the City of a release or threatened release, Contractor implements a response or remedial action and diligently pursues it as required by CERCLA or MTCA; 3. The situation wherein the emergency operations plan is put into effect, whereupon, the City shall have the reasonable discretion, 10 days thereafter,to determine that Contractor is not implementing the emergency operations plan and is failing to provide Transfer Services, Transport Services, and Disposal Services for all Acceptable Waste, Recyclables, Organics, and C&D Waste in accordance with the terms of the emergency operations plan, provided such failure is not due to Uncontrollable Circumstances; 4. Except as otherwise permitted herein, the Contractor's assignment of any rights, duties or obligations under or arising from this Agreement without the prior written consent of the City, which consent shall not unreasonably be withheld, conditioned or delayed; 5. Except as otherwise permitted herein, the transfer, conveyance or assignment of a controlling ownership interest in the Contractor, without the prior written consent of the City,which consent shall not unreasonably be withheld, conditioned or delayed; or 6. The filing of any bankruptcy proceeding against or by the Contractor and subsequent proceedings thereafter whether voluntary or involuntary that prevent Contractor from providing the Solid Waste Services under this Agreement, and in the case of a bankruptcy filing against the Contractor or involuntary filing, the Contractor does not have such proceeding vacated or dismissed within 60 days after it is filed. B. Minor Default. A Minor Default includes any other failure by the Contractor to perform its obligations under this Agreement which does not constitute a Major Default. 11.2 Consequences of Contractor Defaults. A. Major Default. In the event of a Major Default, the City shall have the right, in its sole discretion,to immediately: Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 27 of 46 • 1. Seek and receive liquidated damages from the date of the Major Default in the amount of$4,000 per day to the date the Major Default is remedied by the Contractor or this Agreement is terminated,whichever comes first. These liquidated damages are not a penalty, but are fixed and agreed upon between the Contractor and City because of the impracticability and difficulty of fixing and ascertaining the actual damages that the City would sustain in the event of a Major Default; 2. Terminate this Agreement upon written notice and declare that it is released from its obligations under this Agreement and may use any other method, person or entity to provide the services required under this Agreement or substitutes therefore and may seek any legal or equitable relief permitted by law; 3. Use any other method, person or entity to perforin the services required under this Agreement or substitutes therefore without the Contractor being released from its obligations under this Agreement; 4. Seek the judicial remedy of specific performance; 5. Foreclose on the Surety in accordance with this Agreement. The City shall reduce the amount received from foreclosure on the Surety by the amount of any liquidated damages received; or 6. Pursue any combination of the foregoing or any other remedy provided under this Agreement or by law. B. Minor Default. In the event of a Minor Default, the Contractor or Surety shall be permitted to remedy the Minor Default within 30 days of the City sending written notice and if Contractor does not remedy the Minor Default within such time period, or if such Minor Default is not susceptible to cure within such 30 day period, if Contractor shall fail to commence and diligently pursue such cure to completion within the period of time which is reasonably necessary to complete such cure, then the Contractor shall pay to the City liquidated damages in the amount of$1,000 per day from the date that is the last day of such 30 day or reasonable cure period to the date the Minor Default is remedied. These liquidated damages are not a penalty, but are fixed and agreed upon between the Contractor and City because of the impracticability and difficulty of fixing and ascertaining the actual damages that the City would sustain in the event of a Minor Default. If the Minor Default is not remedied within 30 days after the expiration of the initial 30 day or reasonable cure period,the City may, at its sole discretion: 1, Terminate this Agreement and obtain alternative services; 2. Seek the judicial remedy of specific performance; 3. Foreclose on the Surety in accordance with this Agreement. The City shall reduce the amount received from foreclosure on the Surety by the amount of liquidated damages received; or Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 28 of 46 • • 4. Pursue any combination of the foregoing or any other remedy provided under this Agreement or by law. If a Minor Default is not remedied within 90 days of its occurrence, the City may, at its sole option, exercise any of the remedies set forth for remedy of a Major Default under this Article. 11.3 Default Procedure. A. Notice of Default. Except as otherwise provided for in this Agreement, the City's representative shall give written notice to the Contractor's representative and its Surety provider of the City's determination of default and intention to declare the Contractor in default. The Notice shall specify the factual basis for the determination of default, the effective date of the determination of default, and the remedy(s) selected by the City. B. Show Cause. The Contractor may request to show cause why it should not be declared in default, which may be allowed in the sole discretion of the City. In the event the City allows the Contractor to show cause, the Contractor shall provide written explanation to the City Manager, City Representative, and a third member from the City selected by the City Manager and City Representative. After considering the written explanation,.the City Manager, City Representative and third City member shall confer and may declare the Contractor in default and notify the Contractor and Surety provider of such declaration. Any appeal of such determination shall be resolved through litigation filed in the Superior Court of Spokane County, Washington. C. Cure and Appeal. For Minor defaults, the time period for curing such defaults shall begin to run on the date the City gives initial notice of default, or in the event the Contractor elects to show cause, on the date of the final declaration of default. Absent a specific order from a superior court judge, the remedy(s) sought by the City and time period for cure as allowed under this Agreement shall not be stayed pending the appeal process. 11.4 City Default. A. General. For each and every event of default by the City, the City shall be permitted to remedy the default within 30 days of the Contractor sending written notice and if the City does not remedy the default within such time period, or if such default is not susceptible to cure within such 30 day period, if the City shall fail to commence and diligently pursue such cure to completion within the period of time which is reasonably necessary to complete such cure, the Contractor shall have available to it all remedies to the extent provided by law, B. Actual Damages. For each and every default by the City, the Contractor, in its discretion, shall be entitled to recover its actual reasonable damages. Except as otherwise set forth in this Agreement, nothing herein shall create an obligation for the City to pay for any of the Solid Waste Services to be provided under this Agreement. 11.5 No Waiver by City. Nothing in this Agreement, and no actions taken pursuant to this Agreement, shall constitute a waiver or surrender of any immunities, rights, remedies, claims, or causes of action the City may have against the Contractor or its Surety provider under Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 29 of 46 any other provision of this Agreement or any provision of law, subject to the terms of this Agreement. ARTICLE 12 DISPUTES 12.1 Informal Negotiation. Should a dispute arise between the Parties, they shall initially attempt to resolve the dispute through informal discussion and negotiations. Each Party may designate one or more representatives for such discussions and negotiations. Each Party shall use good faith efforts to attempt to resolve the dispute through such discussions and negotiations. 12.2 Mediation. If the Parties cannot resolve the dispute through informal discussions and negotiations, either Party may submit a dispute notice to the other that they believe the negotiations cannot resolve the dispute and mediation is required. A dispute notice may not be submitted until at least 30 days have passed since informal discussion and negotiations began. Within 7 days from the dispute notice, the Parties shall by agreement select and designate a trained mediator to serve as a mediator in the dispute. The mediator so designated shall fix the time and place for the mediation, which date shall not be later than 14 days from the date the mediator was selected, and shall give the Parties at least five Business Days written notice of the initial mediation session. The mediator shall meet with the Parties until either (A) the dispute is resolved, or (B) the mediator determines that further meetings will not likely result in a resolution by agreement. 12.3 Judicial Review. Any dispute that cannot be resolved under the informal negotiation or mediation process shall be resolved by litigation filed in the Superior Court for Spokane County, Washington,unless otherwise required by federal or state law. 12.4 Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Venue shall be Spokane County, State of Washington. 12.5 Cost and Attorney's Fees. The prevailing Party in any litigation arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness fees). Costs of mediation shall be born equally by both Parties. ARTICLE 13 CONTRACTOR 13.1 Contractor as Independent Contractor. The Contractor shall perform all work under this Agreement as an independent contractor. The Contractor is not and shall not be considered an employee, agent, sub-agent or servant of the City for this Agreement or otherwise; the Contractor's subcontractors, employees or agents are not and shall not be considered employees, agents, sub-agents or servants of the City for this Agreement or otherwise. The Contractor shall have exclusive control of and the exclusive right to control the details of the Solid Waste Services and work performed under this Agreement and the City shall have no ability to control the day-to-day operation of the Transfer Facility, or the provision of Solid Waste Services. The Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 30 of 46 City shall not be responsible for any injuries, accidents or other mishaps associated with the Transfer Facility's operations, the provision of Solid Waste Services, or the operations of any subcontractor or third-party service provider. The Contractor shall be solely responsible for the acts and omissions of its officers, agents, employees and subcontractors. Nothing in this Agreement shall be construed as creating a partnership or joint venture between the Contractor and the City or as giving the City a duty to supervise or control the acts or omissions of the Contractor or any other person performing services or work under the Agreement. 13.2 Use of Subcontractors or Third-Party Service Providers. The Parties have contemplated the Contractor's use of third-party service providers or subcontractors for the provision of some or all of the Solid Waste Services to be provided pursuant to this Agreement. The Contractor shall provide names and contact information for all third-party service providers or subcontractors to the City prior to such providers or subcontractors commencing any work. The use of third-party service providers or subcontractors shall not relieve the Contractor from any of its responsibilities under this Agreement and Contractor shall be liable for any failure of the third-party service provider or subcontractor to perform which causes a default under this Agreement. 13.3 Cooperative Services. This Agreement may be used by other government agencies. By entering into this Agreement, the Contractor agrees to make substantially the same Agreement services,terms, and fee rates available to other such governmental agencies if they so desire, subject to issues specific to the other governmental agencies, including but not limited to changes necessary due to greater or lesser tonnage amounts (e.g., modifications to the performance bond amount or liquidated damages) and the particular administrative fee that may be sought, The City shall in no way whatsoever incur any liability in relation to specifications, delivery,payment, or any other aspect of purchases or services received by such agencies. ARTICLE 14 SUCCESSORS; ASSIGNMENT 14.1 Contractor Delegation. The City executes this Agreement with the Contractor as a uniquely qualified party to provide the Solid Waste Services, The Contractor's delegation of any Agreement duties shall be subject to this Agreement. Any delegation of duties shall not relieve the Contractor or the Surety provider of any liability and/or obligation under this Agreement. 14.2 Assignment. Except as Solid Waste Services may be provided by subcontractors or third-party service providers in accordance with Sections 3.3, 3.4 or 13.2, this Agreement is not assignable voluntarily,involuntarily or by process of law,without the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed. Unless specifically approved in writing by the City, any assignment shall not relieve the Contractor of its obligations, duties and liabilities hereunder, 14.3 Asset in Bankruptcy. In no event shall this Agreement be, or be treated as, an asset of the Contractor after adjudication of bankruptcy. The City shall not be bound to this Agreement by any trustee or receiver appointed to enter into or take possession of the Transfer Facility or otherwise. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 31 of 46 14.4 Transfer of Ownership. Except as provided below, there shall be no transfer of a controlling ownership interest in the Contractor without the prior written approval of the City, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this section, "transfer of a controlling interest in the Contractor" shall mean the transfer or assignment of 49 percent or more of the beneficial ownership of the Contractor to or from a single entity; however, the following transfers or assignments shall not be construed as a "transfer of a controlling interest in the Contractor": transfers or assignments between individuals who own, in whole or in part, the Contractor or the parent company or any subsidiary of Contractor, including transfers or assignments between or to (1) the individuals who own, in whole or in part, the Contractor or such parent company or any subsidiary, (2) the spouses, surviving spouses and linear descendants (including adopted children) of the persons described in (1) above, (3) a trust, estate, corporation, partnership, or other entity owned by or for the persons described in (1) or (2) above, and (4) a corporate trustee designated to act in a fiduciary capacity for the estate or trust of any person described in(1) or(2)above. Notwithstanding the foregoing, the City may, in its discretion, determine that new ownership can adequately and faithfully render the Solid Waste Services called for in this Agreement for the remaining term of this Agreement, and the City may elect to execute a novation, allowing new ownership to assume the rights and duties of this Agreement and releasing the previous ownership from all obligations and liability. The new ownership would then be solely liable for any Solid Waste Services and/or claims related to this Agreement. 14.5 Binding Effect. This Agreement shall be binding on any and all successors or assignees unless and until terminated by the City in accordance with the terms of this Agreement. ARTICLE 15 TERM 15.1 Term of Agreement. This Agreement shall commence on the Effective Date, and, unless extended pursuant to Section 15.2, shall automatically expire on December 31,2024. 15.2 Extension. This Agreement may be extended by mutual written consent of the Parties for two three-year increments under the same terms and conditions as provided herein. The City shall give at least 180 days' written notice prior to the expiration of the applicable term of its desire to (A) extend this Agreement under the same terms and conditions, (B) terminate this Agreement and renegotiate a new agreement, or (C) terminate this Agreement. The Contractor shall provide a written response within 30 days of receipt of the City's notice. The Contractor's response shall (A) accept the extension, (B) decline the extension under the same terms and state the Contractor's desire to negotiate a new agreement, or (C) acknowledge termination of the Agreement as provided in Section 15.1. If the Parties desire to negotiate a new agreement, this Agreement may be extended under the same terms and conditions as provided herein until the effective date of the new agreement with written mutual consent of both Parties. 15.3 Termination. Except as provided in Article 11 —Defaults, this Agreement may be Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 32 of 46 terminated prior to the complete term only upon written mutual agreement by the Parties. ARTICLE 16 CONTRACTOR AND CITY REPRESENTATIVES;NOTICES • 16.1 Emergency Contact. The Contractor and the City shall each designate and provide, for the teen of this Agreement, a 24-hour emergency contact telephone number. The emergency contact telephone number shall be provided in writing to the representatives of each Party prior to the effective date of this Agreement. 16.2 Contractor Representative; Notices. For purposes of receiving notices, the Contractor's representative is: Marc B. Tone President Sunshine Recyclers, Inc. dba Sunshine Disposal &Recycling 2405 North University Road Spokane Valley, Washington 99206 Email: marct@snnshinedisposal.com • Telephone: 509 252-9060 Telefax: 509 252-9069 All notices, other than notifications of emergencies, shall be in writing to the Contractor's representative at the physical or electronic mail addresses provided above. 16.3 City Representative; Notices. All notices, other than notifications of emergencies, shall be in writing to the City at the following address: City of Spokane Valley Attn: City Clerk 11707 East Sprague Avenue, Suite 106 Spokane Valley, Washington 99206 The City Manager, or his or her designee, shall receive the notices and carry out the responsibilities of the City Representative provided herein. 16.4 Representatives for Notices Only. The representatives identified in Sections 16.2 and 16.3 shall not have the authority to alter this Agreement or bind either Party to any terms not contained in this Agreement. 16.5 Change in Representative. The Parties shall promptly notify each other in writing of any change in the person designated as the Contractor's or the City's representative or any change in address for receipt of notification. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 33 of 46 ARTICLE 17 MISCELLANEOUS 17.1 Applicable Law. This Agreement shall be administered, construed and enforced in accordance with the laws of the State of Washington. 17.2 Entire Agreement. This Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. 17.3 Anti-kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of any value from any person with an interest in this Agreement. 17.4 Time of Essence. Time limits stated in this Agreement are of the essence. No waiver of the Agreement time limits or schedule dates is to be implied from either Party's failure to object to untimely performance under this Agreement. Any waiver of time limits or schedules shall not be construed as a waiver of future time limits or schedules. 17.5 No Third Party Beneficiaries. This Agreement is entered into by the City in its governmental capacity and is not intended nor does it create any third party beneficiary or other rights in any private person, company, entity, or other organization, nor does it create any third party beneficiary or other rights in any public municipality or other governmental entity except as otherwise provided herein. 17.6 Amendment. Except as otherwise provided herein, this Agreement may only be amended in writing by both Parties. 17.7 Waivers. No officer, employee, agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 17.8 Severability. If any section, sentence, clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this Agreement. 17.9 Exhibits. Exhibits attached and incorporated into this Agreement are: A. Transfer Facility, Disposal Facility, Times and Days B. Education and Public Outreach Programs Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 34 of 46 C. Performance Standards D. Customer Service Plan E. Form of Surety F. Emergency Operation Plan G. Insurance Certificates Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 35 of 46 The Parties have executed this Agreement this day of , 2014. CITY OF SPOKANE VALLEY Contractor: Mike Jackson, City Manager By: Its: Authorized Representative ATTEST: APPROVED AS TO FORM: Christine Bainbridge, City Clerk Office of the City Attorney Agreement for Comprehensive Solid Waste Transfer,'Transport,and Disposal Services Page 36 of 46 Exhibit"A" Transfer Facility The Contractor has identified the following as the Transfer Facility: The Sunshine Transfer Station and Recycle and MRW Station located at 2405 North University Road, Spokane Valley, Washington 99206. Operation of Transfer Facility The Contractor shall provide Transfer Services at the Transfer Facility to allow Self Haulers and Designated Haulers to deliver Solid Waste during the following days and times: Monday through Sunday, 7:30 a.m. through 5:00 p.m., excluding the following designated holidays: New Years' Day, Memorial Day, Easter, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day. Disposal Facility The Contractor has identified that Acceptable Waste, C&D Waste, and Special Waste shall be disposed of at one or more of the following sites: Wenatchee Landfill, 191 Webb Road, Wenatchee, Washington 98802 Roosevelt Regional Landfill, 500 Roosevelt Grade Road,Roosevelt, Washington 99356 Graham Road Landfill, South 1820 Graham Road, Medical Lake, Washington 99022 Recyclables, Organics, and MRW shall be recycled, composted, and disposed of at one of the sites listed above or other sites as determined by market rates and in accordance with applicable Federal, State, and local law. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 37 of 46 Exhibit"B" Education and Public Outreach Programs City and Contractor shall collectively work together to develop an education campaign. The City shall be responsible for all costs of providing education related to the Solid Waste Services provided by Contractor herein. The Parties shall develop an educational campaign that outlines the operations of the Transfer Facility, including location, hours of operation, services provided, and customer service hotline number and the date for commencement of services. Such campaign shall be made to fully inform the citizens of the City and may include brochures mailed to all households and businesses within the City, postings at the scale houses of the Transfer Facility, publication or inclusion of advertisement inserts in local newspapers, and radio advertisements. The education campaign shall begin no later than September 1, 2014 and shall run at least through commencement of services on November 17,2014. City and Contractor shall develop a website detailing operations of the Transfer Facility, including location, hours of operation, services provided, and customer service hotline number. The Parties may utilize the existing websites for the City and Contractor, provided both shall be updated to reflect the Solid Waste Services provided herein. Contractor shall work with City to assist it in providing ongoing education on recycling and waste diversion options, which may include providing materials and outreach visits to schools within the City,brochures, and material on the website. Contractor shall work with City to assist it in providing ongoing education on Unacceptable Waste and locations and methods to properly dispose of Unacceptable Waste on the website and by materials, such as brochures or postings, available at the Transfer Facility. Notwithstanding anything in this Exhibit B, City shall be responsible for costs of all educational materials. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 38 of 46 Exhibit"C" Performance Standards In performing the services under this Agreement, Contractor agrees to the following: 1. All interior access drives,parking areas and vehicle maneuvering areas shall be paved. 2, The Transfer Facility shall be fenced to prevent unauthorized access during non-operating hours and to prevent off-site migration of litter. 3. Adequate commercial grade and professional-looking signage, traffic control devices (such as cones or jersey barriers) and Transfer Facility personnel shall be provided to direct Designated Haulers and Self Haulers to the appropriate tipping areas. 4. Sufficient equipment shall be provided at all times to handle Solid Waste and to efficiently and safely operate the Transfer Facility. 5. Contractor shall ensure a sufficient number of employees shall be provided, on hand and working at all times so as to handle all Solid Waste being directed to the Transfer Facility, including a sufficient number of employees to accept and process MRW and Recyclables, to efficiently and safely operate the Transfer Facility, and to assist Self Haulers with the proper unloading of Solid Waste, 6. Contractor shall meet the objectives and requirements of the Customer Service Plan on Exhibit"D." 7. Acceptable Waste shall be removed continuously throughout the operating day to reduce potential for odors and to provide adequate tipping floor space for Designated Haulers and Self Haulers. Acceptable Waste shall be removed from the Transfer Facility tipping floor within 72 hours of its acceptance by the Contractor. 8. The tipping floor and public access areas shall be cleaned as necessary to prevent build-up of Solid Waste residues and to provide Designated Haulers and Self Haulers with a safe and orderly Transfer Facility. 9. The Transfer Facility and University and Oberlin Road in the vicinity of the Transfer Facility shall regularly be patrolled to collect litter. 10. Contractor shall use its good faith efforts to process Designated Haulers and Self Haulers in an efficient and timely manner so that processing times are reasonable given the then- occurring volume of haulers. The Parties agree that in normal operating conditions, on-site processing times (including vehicle queuing) for Designated Haulers and Self Haulers shall be no more than 30 minutes. 11. Contractor shall ensure that no vehicles are queued into Montgomery Avenue except to the Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 39 of 46 extent such queuing arises from Uncontrollable Circumstances. 12. Snow accumulations shall be promptly cleared and/or removed to permit Designated Haulers and Self Haulers reasonable access to and use of the Transfer Facility. Agreement for Comprehensive Solid waste Transfer,Transport,and Disposal Services Page 40 of46 • Exhibit"D" Customer Service Plan 2405 N University Road Spokane Valley, WA 99206 {509) 9245678 Customer Service is essential when providing safe, efficient and economical recycling and disposal services, It is the Goal of Contractor to answer questions and resolve customer issues at the initial point of contact with our employees and/or managers. The following procedures will be utilized at the Spokane Valley University Road Transfer Station, which has been identified as the primary Transfer Facility. Customer Service Center Customer Service Center Location Contractor owns and operates a Customer Service Call Center located at 2405 N. University Road in the Spokane Valley. The call center services only Contractor's customers and is the focal point for all questions and concerns regarding refuse collection and transfer station operations. The Call Center operates from 8:00 am to 5:00 pm Monday through Friday. The Call Center is closed on major holidays which include: New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving and Christmas. Customer Service Structure Staffing levels at our Customer Service Center are determined by call volume. Contractor is committed to adjusting the staffing levels at our Customer Service Center to ensure timely response to all phone inquiries. All staffing is hired locally. The current staff level consists of (1) Chief Financial Officer, (1) supervisor, (4) customer service representatives and (3) scale house operators. Customer Service Operations Our locally hired Call Center Representatives (CSR's) bring with them a familiarity of how refuse is collected and disposed of within Spokane County. They also have a basic understanding of the road networks of the communities they serve. For this reason they are better equipped to connect with the customer they are assisting by answering their questions more quickly and accurately. Each CSR station is equipped with a networked computer to assist them with answering questions and documenting customer questions and complaints. This system allows for the documented questions and complaints to be sent to managers in the field or at the corporate level. Having this ability assists us in addressing the needs of the customer in real time. Performance by our CSR staff is measured by a regular review by the senior customer service specialist of all account changes made during the previous day. Calls are periodically monitored to ensure our staff is correctly trained to resolve customer inquiries. We utilize side by side Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 41 of 46 • monitoring to provide our staff immediate feedback. Calls are answered in approximately 20 seconds. During periods of heavier call volume, customers have the choice to receive a return phone call. They can simply input their phone number into our system and not lose their place in queue. In the event a CSR is unable to answer a customer's question or resolve an issue the CSR has the ability to route the customer call to the senior customer service specialist or a manager. In the event the manager is not available he/or she will return the customers call as soon as possible or by the end of the business day. Spokane Valley University Road Transfer Station Website To assist customers with answering questions and resolving issues Contractor will have a website solely devoted to the Spokane Valley University Road Transfer Station. The website will explain how each component of the Transfer Station functions: its hours of operation, commonly asked questions, and how to contact us. In the section regarding on How to Contact Us there will be a Call Center phone number and listed e-mail address. The e-mail address will be routed to the Call Center for answering questions and concerns by the CSR's. The CSR's will check for e-mails from the website throughout the day and before the close of business. E-mails addressed to managers will go through the CSRs first before being routed on. In the event the manager is not available he/or she will return the customer's e-mail as soon as possible or by the end of the business day. Scale House Attendants It is the function of the Scale House Attendants to weigh vehicles entering and exiting the Transfer Station, answering customer questions, giving directions, coordinating traffic and receiving money. To assist the scale house attendants with moving customers through the facility all scale houses will be equipped with brochures that explain Transfer Station operations. In the event a scale house attendant cannot answer a customer's question or resolve an issue the scale house attendant will notify the onsite supervisor. The onsite supervisor will work with the customer to answer the question or resolve the issue. If there is a dispute over money between the Scale House Attendant and a customer, the internal scale house camera will be reviewed by the onsite manager for resolution. Spotter/Screener It is the function of the Spotter/Screener to make sure all customers are disposing of items that Contractor can legally accept. In the event that an item cannot be disposed, the onsite manager will be contacted to discuss this issue with the customer. The ultimate goal of the conversation is to find a solution to their disposal needs. It is also the responsibility of the spotter/screener to educate and assist customers with recycling, Agreement for Comprehensive Solid waste Transfer,Transport,and Disposal Services Page 42 of 46 directing traffic and assuring that safety policies related to the public and commercial customers are being followed. Moderate Risk Waste Technician It is the function of the Moderate Risk Waste Technician to assist the public with handing their moderate risk waste. In the event we receive a hazardous waste material that we cannot legally accept the onsite supervisor will be called to discuss this issue with the customer. The ultimate goal of the conversation is to find a solution to their disposal needs. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 43 of 46 Exhibit"E" Form of Surety Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 44 of 46 PERFORMANCE BOND Annual Form Bond No. KNOW ALL BY THESE PRESENTS, That we , as Principal, and , of , authorized to do business in the State of , as Surety, are held and firmly bound unto as Obligee, in the maximum penal sum of Dollars ( ), lawful money of the United States of America, for which payment well and truly to be made we bind ourselves, our heirs, executors and assigns,jointly and severally, firmly by this Bond. WHEREAS, the Principal has entered, or is about to enter, into a written agreement with the Obligee to perform in accordance with the terms and conditions of the , (hereinafter referred to as the Contract), said Contract is hereby referred to and made a part hereof; NOW, THEREFORE, the condition of this obligation is such that if the above named Principal, its successors and assigns, shall well and truly perform its obligations as set forth in the above mentioned Contract, then this Bond shall be void; otherwise to remain in full force and effect pursuant to its terms. Notwithstanding anything to the contrary in the Contract,the Bond is subject to the following express conditions: 1. Whereas, the Obligee has agreed to accept this Bond, this Bond shall be effective for the definite period of to _ The Bond may be extended, at the sole option of the Surety, by continuation certificate for additional periods from the expiry date hereof. However, neither: (a) the Surety's decision not to issue a continuation certificate, nor(b) the failure or inability of the Principal to file a replacement bond or other security in the event the Surety exercises its right to not renew this Bond, shall itself constitute a loss to the Obligee recoverable under this Bond or any extension thereof. 2. The above referenced Contract has a term ending . Regardless of the number of years this Bond is in force or the number of continuation certificates issued, this Bond shall not be extended beyond , unless earlier nonrenewed pursuant to paragraph 1 above. 3. No claim, action, suit or proceeding, except as hereinafter set forth, shall be had or maintained against the Surety on this instrument unless such claim, action, suit or proceeding is brought or instituted upon the Surety within one year from termination or expiration of the bond term. 4. Regardless of the number of years this Bond is in force or the number of continuation certificates issued, the liability of the Surety shall not be cumulative in amounts from period to period and shall in no event exceed the amount set forth above, or as amended by rider. 5. Any notice, demand, certification or request for payment, made under this Bond shall be made in writing to the Surety at the address specified below. Any demand or request for payment must be made prior to the expiry date of this Bond. Surety Address: Attn: 6. If any conflict or inconsistency exists between the Surety's obligations or undertakings as described in this Bond and as described in the underlying Contract, then the terms of this Bond shall prevail. SIGNED, SEALED AND DATED this day of , By: , Principal By: S-5025d (06-06) ,Attorney-in-Fact Exhibit"F" Emergency Operations Plan Transfer Facility The Kootenai County Solid Waste Department has agreed to allow Sunshine Disposal & Recycling to direct refuse trucks to Prairie Transfer Station for loading of intermodal containers and/or transfer trailers on an emergency basis. The Prairie Transfer Facility is located at 15580 W Prairie Ave, Post Falls, ID 83854. The Prairie Transfer Station is an emergency back up to Sunshine's Spokane Valley University Road Transfer Station and will only be utilized if there are circumstances that prohibit the University Road Transfer Station from accepting waste from the designated hauler as provided in Article 6. The emergency operations plan anticipates that the public will be allowed to continue to utilize the Spokane Valley University Road Transfer Station. If the emergency plan has to be activated, Sunshine will provide Self-Haulers access to front load and roll off containers to fulfill the Self-Haul customers disposal needs. These containers will be serviced by Contractor's refuse trucks which will also be routed to the Prairie Transfer Station. Disposal Facility Contractor utilizes and has access to different regional landfills throughout the Northwest as its Disposal Facility, including the Greater Wenatchee Regional Landfill, Graham Road Regional Landfill, and Roosevelt Regional Landfill. If a regional landfill experiences an event that prohibits receipt of Acceptable Waste,pursuant to Article 6, the Emergency Operations Plan will to be activated and the Acceptable Waste will be diverted to an alternative landfill. Contractor will divert Acceptable Waste to the back-up landfill until the primary landfill re-opens for receipt of Acceptable Waste. Agreement for Comprehensive Solid Waste Transfer,Transport,and Disposal Services Page 45 of 46 Exhibit"G" Insurance Certificates Agreement for Comprehensive Solid Waste Transfer,Transport;and Disposal Services Page 46 of 46 SUNSDIS•01 LSCALES lfr CERTIFICATE OF LIABILITY INSURANCE DATE(MM/ODlYYYI') 5!5!2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: Moloney.,O'Neill,Corkery&Jones Inc PHONE 509 325-3024 FAX 818 W Riverside#800 (A/C,No,Exu:( ) (arc,No):(509}325.11303 Spokane,WA 99201 ADMAIL DRESS: INSURER(S)AFFORDING COVERAGE NAIL q INSURER A:Liberty Northwest Insurance Corp INSURED INSURER B: Sunshine Disposal,Inc INSURER C: 11320 W.McFarlane Rd INSURER O: Airway Heights,WA 99001 INSURERS: INSURER F: I COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE APOL SUER POLICY EFF POLICY EXP INSR WVD POLICY NUMBER (MM.'DDIYYYY Ji MMIDDIYYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE 5 1,000,000 A X COMMERCIAL GENERAL LIAEILITY }( C07170065 09!0112013 09101/2014 fr sEs6 ao rrence) 5 300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGO $ 2,000,000 POLICY I I j Q n LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) A X ANY AUTO C07170065 09/01/2013 09/01)2014 BODILY INJURY(Per person). S ALL OWNED — SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OVNE0 PROPERTY DAMAGE AUTOS ,PER ACCT DENT) X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LIAB CLAIMS-MADE C07170065 09/0112013 09/01/2014 AGGREGATE S 10,000,000 DEO RETENTIONS S WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER A ANY PROPRIETOR/PARTNER/E:XECUTIVEYrN C07170065 0910112013 09101/2014 EL.EACH ACCIDENT $ 1,000,000 OFFICERri,IEMOEREXCLUDED? NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 if yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) city of Spokane Valley Is additional Insured(primary and noncontributory)under General Liability with respect for ongoing operations performed for the City per form CG8416 12/03 attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CitySpokaneTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN of Valley ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E.Sprague Ave,Suite 106 Spokane Valley,WA 99206 - AUTHORIZED REPRESENTATIVE ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY • CG 841612 03 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY MASTER PAK PLUS@ FOR CONSTRUCTION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL.LIABILITY COVERAGE PART INDEX Subject Page Blanket Additional Insured (Owners, Lessees or Contractors) 2 Fire, Lightning, Explosion and Sprinkler Leakage Damage to Premises You Rent 3 Non-Owned Watercraft 4 Supplementary Payments (Bail Bonds) 4 Personal And Advertising Injury-Electronic Publication Extension 5 Aggregate Limits(Per Location) 5 Aggregate Limits(Per Project) 5 Voluntary Property Damage Coverage 6 Off Premises Care, Custody or Control Coverage 6 Newly Formed or Acquired Organizations 7 Duties in the Event of Occurrence, Offense, Claim or Suit 7 Bodily Injury(Mental Anguish) 8 Waiver of Transfer of Rights of Recovery Against Others 8 Medical Payments 8 Broad Named Insured 8 Broadened Mobile Equipment 8 Incidental Malpractice Liability 8 Non-Owned Aircraft 9 Property Damage..Elevators 9 CG 8416 12 03 Includes copyrighted material of ISO Properties,inc.,with its permission. Page 1 of 9 E 600 00 1. BLANKET ADDITIONAL INSURED (Owners, Lessees Or Contractors) (Includes a Primary/Non-Contributory provision) Section II-Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy in a written contract or written agreement. The written contract or written agreement must be currently in effect or becoming effective during the term of this policy and executed prior to the"bodily injury,""property damage"or"personal and advertising injury." The insurance provided the additional insured is limited as follows: A. The person or organization is only an additional insured with respect to liability: 1. Arising out of real property, as described in a written contract or written agreement, that you own, rent, lease or occupy; or 2. Caused by your ongoing operations performed for the additional insured. The insurance provided the additional insured in 1.A.2. above does not apply to: a. Coverage A-Bodily Injury and Property Damage Liability, Coverage B-Personal and Advertising Injury Liability or defense coverage under the Supplementary Payments arising out of an architect's, engineer's or surveyor's rendering of or failure to render any professional services including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. b. "Bodily injury"or"property damage"occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)that was performed by or on behalf of the additional insured(s)at the site where the covered operations have been completed; or (2) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. D. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of Insurance as stated in the Declarations of this policy and defined in Section III -Limits Of Insurance of this policy,whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. C. The insurance provided the additional insured does not apply to the liability resulting from the sole negligence of the additional insured. CG 8416 12 03 Includes copyrighted material of ISO Properties,Inc.,with its permission. Page 2 of 9 E 551 00 D. As respects the coverage provided to the additional insured under this endorsement, Section IV- Conditions is amended as follows: 1. The following is added to Condition 2, Duties In The Event Of Occurrence, Offense,Claim,or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence"or an offense, that may result in a claim or"suit" under this insurance to us; b. Tender the defense and indemnity of any claim or"suit"to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. 2. The following is added to Condition 3. Legal Action Against Us: We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or"suit"from the additional insured. 3. The following is added to Paragraph a., Primary Insurance of Condition 4.Other Insurance: If the additional insured's policy has an Other Insurance provision making its policy excess, and a Named Insured has agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis,this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. 4. The following is added to Paragraph b., Excess Insurance of Condition 4.Other Insurance: Except as provided in Paragraph 4.a. Primary Insurance as amended above, any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis. In the event an additional insured has other coverage available for an "occurrence" by virtue of also being an additional insured on other policies, this insurance is excess over those other policies. 2. FIRE, LIGHTNING, EXPLOSION AND SPRINKLER LEAKAGE DAMAGE TO PREMISES YOU RENT If Damage To Premises Rented To You under Coverage A is not otherwise excluded from this policy, the following applies: A. The last paragraph of 2. Exclusions of Section I -Coverage A is replaced by the following: If Damage To Premises Rented To You is not otherwise excluded, Exclusions c.through n.do not apply to damage by fire, lightning, "explosion"or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III -Limits Of Insurance. D. Paragraph 6. of Section III -Limits Of Insurance is replaced by the following: 6. Subject to 6.above, the higher of$300,000 or the Damage To Premises Rented To You Limit shown in the Summary of Limits and Charges section of this policy is the most we will pay under Coverage A for damages because of"property damage"to premises rented to you or temporarily occupied by you with the permission of the owner arising out of any one fire, lightning, "explosion"or sprinkler leakage incident. OG 6416 12 03 Includes copyrighted rnaterlal of 150 Properties,Inc„with Its permission. Page 3 of 9 • E 602 00 C. Paragraph b.(1)(b)of Condition 4. Other Insurance(Section IV--Conditions) is replaced by the following: (1) That is Fire, Lightning, Explosion or Sprinkler Leakage insurance for premises rented to you or temporarily occupied by you with the permission of the owner; D. Paragraph 9.a. of the definition of"insured contract" in Section V-Definitions is replaced by the following: 9. "Insured contract" means: a. A contract for the lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damages by fire, lightning, "explosion"or sprinkler leakage to premises while rented to you or temporarily occupied by you with the permission of the owner is not an"insured contract"; E. The following definition is added to Section V-Definitions: "Explosion"means a sudden release of expanding pressure accompanied by a noise, a bursting forth of material and evidence of the scattering of debris to locations further than would have resulted by gravity alone. "Explosion"does not include any of the following: 1. Artificially generated electrical current including electrical arcing that disturbs electrical devices, appliances or wires; 2. Rupture or bursting of water pipes; 3. Explosion of steam boilers, steam pipes, steam engines or steam turbines owned or leased by you, or operated under your control; or 4. Rupture or bursting caused by centrifugal force. 3. NON-OWNED WATERCRAFT Subparagraph g.(2) of Paragraph 2., Exclusions of Section I -Coverage A is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; 4. SUPPLEMENTARY PAYMENTS In the Supplementary Payments -Coverages A and B provision: The limit for the cost of bail bonds in Paragraph 1.b. is changed from$250 to$1000. CP 941912 03 Includes copyrighted motorial of ISO Properties,Inc.,with It permission. Page 4 of 9 E 603 00 5. PERSONAL AND ADVERTISING INJURY-ELECTRONIC PUBLICATION EXTENSION Paragraphs 14.b., d.and e.of Section V-Definitions are replaced by the following: b. Malicious prosecution or abuse of process; d. Oral,written, televised, videotaped or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, televised, videotaped or electronic publication of material that violates a person's right of privacy; The following is added to Paragraph 14. "Personal and Advertising Injury"of Section V- Definitions: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) An insured; or (b) Any"executive officer"director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to the employment, prospective employment or termination of employment of any person or persons by any insured. Subparagraphs b. and c. of 2., Exclusions of Section I-Coverage B-Personal And Advertising Injury Liability are replaced by the following: b. Material Published With Knowledge Of Falsity "Personal and advertising injury"arising out of oral, written, televised, videotaped or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; c. Material Published Prior To Policy Period "Personal and advertising injury"arising out of oral, written, televised, videotaped or electronic publication of material whose first publication took place before the beginning of the policy period; 6. AGGREGATE LIMITS OF INSURANCE (PER LOCATION) The General Aggregate Limit under Section Ill Limits Of Insurance applies separately to each of your "locations"owned by or rented to you or temporarily occupied by you with the permission of the owner. "Location"means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway,waterway or right-of-way of a railroad. 7. AGGREGATE LIMITS OF INSURANCE (PER PROJECT) The General Aggregate Limit under Section III Limits Of Insurance applies separately to each of your projects away from premises owned by or rented to you. CG 8416 12 03 Includes copyrighted material of ISO Properties,Inc.,with Its permission. Page 5 of 9 E 604 00 8. VOLUNTARY PROPERTY DAMAGE COVERAGE At your request,we will pay for"loss"to property of others caused by your business operations. The most we will pay for this coverage is$500 each"occurrence." The"loss"must occur during the policy period. The"occurrence" must take place in the"coverage territory". "Loss"means unintended damage or destruction. "Loss"does not mean disappearance, abstraction or theft. This coverage does not apply to: 1. Damage arising out of the use of any"auto"; 2. Property you own, occupy, rent or lease from others; or 3. Property on your premises for sale, service, repair or storage. None of the other policy exclusions apply to this coverage. If the policy to which this endorsement is attached is written with a property damage liability deductible, the deductible shall apply to Voluntary Property Damage. The limit of coverage stated above shall not be reduced by the amount of this deductible. 9. OFF PREMISES CARE, CUSTODY OR CONTROL COVERAGE A. We will pay those sums that you become legally obligated to pay as damages because of"property damage"to personal property of others while in your or your"employees"care, custody or control or real property of others over which you or your"employees"are exercising physical control if the "property damage"arises out of your business operations. This Coverage is subject to sections B., C., D. and E. below. D. Exclusions This insurance shall not apply to: 1. "Property damage"of property at premises owned, rented, leased, operated or used by you; 2. "Property damage"of property while in transit; 3. The cost of repairing or replacing: (a) Any of your work defectively or incorrectly done by you or by others on your behalf; or (b) Any product manufactured, sold or supplied by you, unless the"property damage"is caused directly by you after delivery of the product or completion of the work and resulting from a subsequent undertaking; or 4. "Property damage"of property caused by or arising out of the"products-completed operations hazard". C. Limits Of Insurance-The most we will pay for"property damage" under this Section 9. is$25,000 for each"occurrence". The most we will pay for the sum of all damages covered under this Section 9. because of"property damage" is an annual aggregate limit of$25,000. The Limits Of Insurance provided under this Section 9. are inclusive of and not in addition to any other limits provided in the policy or endorsements attached to it. D. Deductible-We will not pay for"property damage" in any one"occurrence" until the amount of "property damage"exceeds$250. If the policy to which this endorsement is attached contains a "property damage"deductible,that deductible shall apply if it is greater than $250. E. In the event of"property damage"covered by this endorsement, you shall, if requested by us, replace the property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. Ca 8416 12 03 Includes copyrighted material of ISO Properties,Inc.,with its permIsston, Page 6 of 9 X 605 00 10. NEWLY FORMED OR ACQUIRED ORGANIZATIONS A. Paragraph 4. of Section II-Who Is An Insured is deleted and replaced by the following: 4. Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent. Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However: a. Coverage under this provision applies only until the expiration of the policy period in which the entity was acquired or incorporated or organized by you. b. Coverage A does not apply to"bodily injury"or"property damage"that occurred before the entity was acquired or incorporated or organized by you. c. Coverage B does not apply to"personal and advertising injury"arising out of an offense committed before the entity was acquired or incorporated or organized by you. d. Records and descriptions of operations must be maintained by the first Named Insured. B. This Section 10.does not apply to newly formed or acquired organizations if coverage is excluded either by provisions of the Coverage Part or by other endorsement(s)attached to it. 11. DUTIES IN THE EVENT OF OCCURRENCE,OFFENSE, CLAIM OR SUIT A. The requirements in Section IV-Conditions, Paragraph 2.a.,that you must see to it that we are notified of an"occurrence"applies only when the"occurrence"is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. A member or manager, if you are a limited liability company; 4. An executive officer or designee, if you are a corporation; 5. A trustee, if you are a trust; or 6. A designee, if you are any other type of organization. B. The requirements in Section IV-Conditions Paragraph 2.b.that you must see to it that we receive written notice of a claim or"suit"will not be considered breached unless the breach occurs after such claim or"suit" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. A member or manager if you are a limited liability company; 4. An executive officer or designee, if you are a corporation; 5. A trustee, if you are a trust; or 6. A designee, if you are any other type of organization. Knowledge of an"occurrence,"claim or"suit"by the agent, servant or"employee"of any insured shall not in itself constitute knowledge of the insured unless an officer or designee shall have received notice from its agent, servant or"employee". 12. BODILY INJURY Paragraph 3.of the definition of"bodily injury" in the Section V-Definitions is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. CG 8416 12 03 Includes copyrighted material of ISO Properties,Inc.,with its permission. Page 7 of 9 E 606 00 13.WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. 14. MEDICAL PAYMENTS If Coverage C Medical Payments is not otherwise excluded, the Medical Expense Limit provided by this policy shall be the greater of: A. $10,000; or B. The amount shown in the Declarations. 15. BROAD NAMED INSURED Paragraph 2.a.(1)(d)of Section II -Who Is An Insured is replaced by the following: (d) Arising out of his or her providing or failing to provide professional health care services. However, this exclusion does not apply to nurses, emergency medical technicians or paramedics who are employed by you to provide medical or paramedical services to your employees. 16. BROADENED MOBILE EQUIPMENT Paragraph 12.f.(1)of Section V- Definitions is replaced by the following: (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning provided that vehicles have a Gross Vehicle Weight of 1,000 pounds or greater; 17. INCIDENTAL MALPRACTICE LIABILITY Paragraph 3. of Section V- Definitions is replaced by the following: 3, "Bodily injury"means bodily injury, sickness, disease or"incidental medical malpractice"sustained by a person, including mental anguish or death resulting from any of these at any time. The following is added to Section V-Definitions: 23. "Incidental medical malpractice"means injury arising out of the negligent rendering or failure to render medical or paramedical services to persons by any physician, dentist, nurse, emergency medical technician or paramedic who is employed by you to provide such services to your employees, provided you are not engaged in the business or occupation of providing any services referred to in this definition. 1S. NON-OWNED AIRCRAFT The following is added to Subparagraph g.of 2., Exclusions of Section I -Coverage A Bodily Injury And Property Damage Liability: (6) An aircraft with a paid crew, that is hired,chartered or loaned but is not owned by any insured. CG 0416 12 03 inciudes copyrighted material of ISO Properties,Inc.,with its permission. Page 8 of 9 E 607 00 19.PROPERTY DAMAGE-ELEVATORS The following is added to Subparagraph j. of 2., Exclusions of Section I -Coverage A Bodily Injury And Property Damage Liability: Paragraphs (3)and (4)of this exclusion do not apply to damages that result from the use of elevators. All other terms and conditions of your policy remain unchanged. Ce 8416 12 03 Includes copyrighted material of ISO Properties,Inc.,with its permission. Page 9 of 9 E 608 00 J,4 'PO cT Vi/A4141fOroR Pepartnierit -of Labor 6,c1ridUStrieS • - Certificate of. Workers' c ompensation Coverage May 5, 2014 1-01No, 602000782 L&I Account ID 462;631,01: Legal Business Name SUNSHINE:RECYCLERS INC' Doing Business As SUNSHINE iRECYCLERS INC Workers' Comp Premium Status,. Account is OUrrent. Estimated Workers Reported Quarter 1 Of Yedr 2014 "11 to 20 (See Description Below) - Warkers9- Aopount Representative TO/ CAROLYN CRAWFORD.(300)0027 ;.,4715-Email:-:CkA1286gInt.wg.goY :Licened.Donteeotot? No What does "Estimated Workers Repor'ted'f--mearil Estimated workers reported represents the finnibei'bf full time position requiring at feast 480 hours of work per calendar quarter. A single 480 hour position may be filled:by one person, or several part time-workers, Industrial Insurance Information Employers report and pay premiums each qtiaeter-hased on hours of employee work already performed„ and are liable for premiums found later to be dueindgsttial ins urance:accou - s have-:no policy periods, cancellation dates, limitations of coverage,prwaiver of subrogation (See RCW 51.12,:050 and:51 .T61 90). . . . . • Ch 0"1111111111k pane . 00Valleym 11707 E Sprague Ave Suite 106 ® Spokane Valley WA 99206 509.921.1000 1 Fax: 509.921.1008 1 cityhallaspokanevalley.org May 20,2014 Commissioner Al French,Chair Spokane County Commissioners Spokane County Courthouse 1116 West Broadway Ave. Spokane,WA 99260 Re: Composition of the Law and Justice Council Dear Commissioner French: I am pleased to hear that the County has formally reestablished the Law and Justice Council by Resolution at the Commissioner's meeting M.May 6, 2014. I understand from Chief Operations Officer John Dickson, in his letter to the cities datedIVIay=14,that"the City Legislative Authorities, other than the City of Spokane"are to select amongst themselves a-single representative on the Law and Justice Council as outlined in section 1(g) of the Resolution. I appreciate the opportunity to allow Spokane Valley to participate on the Council. When setting the membership of the Law and Justice Council, I ask tht=you consider the uniqueness of Spokane Valley compared to the other cities that would be represented by the City Legislative Authorities position. The City of Spokane Valley is more than eight tunes larger than any other City that would be represented by this single representative, and with a Public Safety Budget of more than $20 million dollars,the scope of Spokane Valley's services is quite different than most of=the other jurisdictions. Additionally, Spokane Valley relies entirely upon Spokane County to provide all Criminal Justice services for the City and we would be greatly affected by any Law and Justice Council recommendations that would subsequently be implemented by the County. Due to this potential impact to our services and associated material fmancial impact, I ask that you consider appointing a dedicated City of Spokane Valley representative to the Law and Justice Council. This could be accomplished by utilizing Section 1(s)of the County's resolution. I look forward to hearing from you regarding this role for the City of Spokane Valley. Sincerely, Dean Grabs,Mayor,City of Spokane Valley cc: City Council Mike Jackson, City Manager John Dickson, Spokane County Chief Operations Officer OFFICE OF JOHN DFDICKSON '1S r /J1 L. [ CHIEF OPERATIONS OFFICER I l V MAY 19 2014 May 14,2014 City of Spokane Valley Mr.Dean Grafos,Mayor Mr.Patrick Rushing,Mayor City of Spokane Valley City of Airway Heights 11707 E.Sprague,Suite 106 1208 S.Lundstrom Spokane Valley,WA 99206 Airway Heights,WA 99001 Mr.Tom Truelove,Mayor Mr.Robert Whism an,Mayor City of Cheney City of Deer Park 609 Second Street E.316 Crawford Cheney,WA 99004 Deer Park,WA 99006 Mr.Steve Peterson,Mayor Mr.John Higgins,Mayor City of Liberty Lake City of Medical Lake 22710 E.Country Vista Dr. 124 S.Lefevre Liberty Lake,WA 99019 Medical Lake,WA 99022 Mr.Kevin Freeman,Mayor Mr.Steve Meyer,Mayor Town of Millwood Town of Rockford 9103 E.Frederick Ave. P.O.Box 49 Spokane,WA 99206 Rockford,WA 99030 Ms.KayDee Gilkey,Mayor Mr.Douglas Arnold,Mayor Town of Fairfield Town of Latah 218 E.Main P.O.Box 130 . Fairfield,WA 99012 Latah,WA 99018 Mr.Don Mangis,Mayor Mr.William Tensfeld,Mayor Town of Spangle Town of Waverly P.O.Box 147 P.O.Box 37 Spangle,WA 99031 Waverly,WA 99039 Re: Re-establishment of Spokane County Law and Justice Council Dear Mayors: The Board of County Commissioners formally re-established the Spokane County Law and Justice Council on Tuesday,May 6, 2014, under Spokane County Resolution No. 14-0392. I have enclosed a copy of that Resolution. Under Resolution No. 14-0392, "a representative of the City Legislative Authorities, other than the City of Spokane"is a member of the Law and Justice Council. 1116 WEST BROA WAY AVENUE • SPOKANE,WASHINGTON 99260-0100 • (509)477-5770 As the Mayors of the Cities within Spokane County, other than the City of Spokane, I would ask that you take the appropriate steps and advise me of a designated representative of the City Legislative Authorities to serve on the Spokane County Law and Justice Council. I would very much appreciate if possible receiving the name of your representative on or before June 2,2014. The Board of County Commissioners will be setting the time, place, and date for an initial meeting of the Law and Justice Council in the near future. Your designated representative will be notified of the meeting time,place and date. If you have any question with regard to the enclosed Resolution,please feel free to contact me at(509) 477- 5770. V L.!,31 ur, J9 in Dickson dief Operations Officer Enclosure NO. 1 -03C1 a, BEFORE THE BOARD OF COUNTY COMMISSIONERS OF SPOKANE COUNTY,WASHINGTON IN THE MATTER OF RE- ) ESTABLISHING THE SPOKANE ) COUNTY LAW AND JUSTICE ) COUNCIL ORIGINALLY ) RESOLUTION ESTABLISHED UNDER SPOKANE ) COUNTY RESOLUTION NO. 92-0769 ) AND OTHER MATTERS RELATED ) THERETO ) WHEREAS, pursuant to the provisions of the RCW 36.32.120(6), the Board of County Commissioners of Spokane County, Washington (sometimes hereinafter referred to as the "Board" or "Board of County Commissioners") has the care of County property and the management of County funds and business; and WHEREAS, pursuant to the provisions of RCW 70.48.020, the Board of County Commissioners passed and adopted Spokane County Resolution No. 91-0235 wherein the Board established a Confined Population Management and Review Board and clothed the Confined Population Management and Review Board with certain powers and duties; and WHEREAS, pursuant to the provisions of RCW 72.09.300, the Board of County Commissioners passed and adopted Spokane County Resolution No. 92-0769 wherein:the Board re-designated the Confined Population Management and Review Board as the Spokane County Law and Justice Council(the"Council") and provided for other matters related thereto; and WHEREAS, the Board of County Commissioners and City of Spokane formed the Spokane Regional Criminal Justice Commission (the "Commission") with a mission of conducting a comprehensive review of the entire Spokane regional criminal justice system by examining the entire spectrum from pre-arrest (prevention programs), arrest, prosecuting and defense, sentencing, incarceration (including alternatives to incarceration), re-entry and recidivism. The goal of the Commission was to make specific recommendations to the City of Spokane and County which would address the reduction of crime, the efficiency and effectiveness of the criminal justice system, the effective use of detention and alternatives to detention, the effectiveness of re-entry programs, and ultimately to put in place a criminal justice system which is efficient, effective and guarantees strict adherence to the mandates of the Constitution of the United States and the State of Washington. Recommendation 5.1(2) of the Commission's "A Blueprint for Reform" is to "Re-establish the Law and Justice Coordinating Committee&Supporting Workgroups"; and WHEREAS,as provided in RCW 72.09.300 and recommended by the Spokane Regional Criminal Justice Commission, the Board of County Commissioners desires to re-establish the Law and Justice Council, clothe it with certain responsibilities, and provide for other matters Page 1 of 6 related thereto. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Spokane County, Washington, pursuant to the provisions of RCW 36.32.120(6) and RCW 72.09.300, that the Board of County Commissioners does hereby modify Spokane County Resolution No. 92-0769 as more particularly set forth in Attachment "A", attached hereto and incorporated herein by reference, and is so doing does re-establish the Law and Justice Council and provide for other matters related thereto, ��, PASSED AND ADOPTED this •4/I/ )day of m , 2014. ��s �\ BOARD OF COUNTY COMMMISSIONERS co,!, 0, 'y OF SI .1 NE COUNTY, WASHINGTON h't4 ••• s • AL FRENCH, Chair ATTEST: A`y�``�x:- .r TODD MIELKE, Vice-Chair )(16((,,,Z,) / - If Daniela Erickson S IL Y a O' UINN Commissioner O'QUINN, Clerk of the Board • Page 2 of 6 ATTACHMENT "A" Section 1: ESTABLISHMENT OF SPOKANE COUNTY LAW AND JUSTICE COUNCIL AND ADMINISTRATIVE COMMITTEE There is created a board, to be known as the Spokane County Law and Justice Council, hereinafter referred to as the "Council", which shall supersede and repeal all prior measures regarding bodies established pursuant to RCW 72.09.300. The Council shall have the following composition (the 13 italicized members are required by RCW 72.09.300): a. Two (2) members of the Spokane County Board of County Commissioners selected by the Board of County Commissioners; b. Spokane County Sheriff, c. A representative of Municipal Police Departments to be selected by the Municipal Police Departments; d. Spokane County Prosecutor; e. A representative of Municipal Prosecutors to be selected by the Municipal Prosecutors; f. City of Spokane Council President; g. A representative of the City Legislative Authorities, other than the City of Spokane, to be selected by the City Legislative Authorities; h. A representative of Spokane County Superior Court to be selected by the Spokane.County. Superior Court; i. A representative of Spokane County Juvenile Court to be selected by the Spokane County Superior Court; j. A representative of Spokane County District Cowl to be selected by the Spokane County District Court; k. A representative of Municipal Cowls to be selected by the Municipal Courts; 1. Spokane County Jail Administrator (Detention Services Director); m. Spokane County Superior Court Clerk; n. Spokane County Risk Manager; o. Secretary of Corrections; p. Spokane County Public Defender; q. City of Spokane Mayor; r. Spokane County Pre-Trial Services Director; and s. Such other member(s), including at-large member(s), as the Board of County Commissioners may hereinafter determine to be beneficial. Any member of the Council may in writing appoint a designee. All designees shall be speaking representatives on behalf of the member and a voting member on any matter coming before the Council. Page 3 of 6 There is also created a Spokane County Law and Justice Administrative Committee, herein after referred to as the "Administrative Committee", which will have up to a maximum of seven (7) members. The Administrative Committee shall be members of the Council and have the following composition: a. The two (2)members of the Spokane County Board of County Commissioner; b. City of Spokane Mayor; c. City of Spokane Council President; d. A representative of Spokane County Superior Court; and e. Up to two (2) additional members with agreement from the majority of the Administrative Committee. The role of the Administrative Committee is to (1)receive the process,policy, administrative and budgetary recommendations of the Council members, (2) analyze, authorize and implement resource allocations in alignment with those priorities, and (3) advocate for priority reforms recommended by the Council members and the community at large. Section 2: PURPOSE The purpose of the Council is to provide a permanent on going forum and structure to coordinate and enhance the administration of justice in Spokane County. Section 3: TERMS The terms of the members of the Council and Administrative Committee who are elected shall run as long as such individual retains the prerequisite elected position. The terms of members of the Council and Administrative Committee who are designated by a selecting authority shall be renewed by the selecting authority every four(4) years. The selecting authority has the ability to designate a different representative provided that the underlying qualifications for the position are satisfied. Members may be removed by their selecting authority. Except in the case of removal, each member shall continue to serve until a successor has been appointed. Any non- elected official member shall have a four year term. Section 4: COMPENSATION Members of the Council and Administrative Committee shall serve without compensation and/or per diem of any kind or nature whatsoever, including compensation for travel to and from the usual places of business to the place of a regular or special meeting of the Council or Administrative Committee. Page 4 of 6 Section 5: MEETINGS,RULES AND REGULATIONS The Council and Administrative Committee shall hold meetings as deemed necessary by the Chairperson or a majority of the Council or Administrative Committee, respectively. The Council and Administrative Committee may adopt rules and regulations governing the transaction of business. The Council and Administrative Committee shall keep public records of all actions as may be required by applicable laws. All meetings of the Council and Administrative Committee shall be open and accessible to the public as provided by law. A quorum for doing business by the Council or Administrative Committee shall be established by the presence of at least 50% of the members or their authorized designees. Section 6: OFFICERS The chairperson of the Council and Administrative Committee shall be a Spokane County Board of County Commissioner member. The vice-chairperson of the Council and Administrative Committee shall be a Spokane County Board of County Commissioner member. The chairpersons) shall preside over all meetings, and in the absence of such chairperson, the vice- chairperson shall preside. Section 7: MISSION STATEMENT • The mission of the Council is to coordinate the criminal justice system through the collaboration and shared responsibility of criminal justice and elected officials by (1) reviewing significant information relative to immediate and future needs, and by (2) identifying and recommending alternatives to total incarceration which are consistent with the law and community objectives of public safety, accountability, punishment, treatment and public awareness so as to reduce recidivism in the community. Section 8: POWERS AND DUTIES The Council, in conjunction with carrying out the above mission statement, shall make recommendations to the appropriate elected officials and the Administrative Committee on the following issues: (a) Maximizing local resources including personnel and facilities, reducing duplication of services, and sharing resources between local and state government in order to accomplish local efficiencies without diminishing effectiveness; (b) Reviewing data and reports with a goal of ensuring that departments are reducing recidivism, increasing program completion, engaged in more efficient practices, generating cost savings, expediting cases when appropriate, and contributing to a reduction in crime; (c) Jail management; (d) Mechanisms for communication of information about offenders, including the feasibility of shared access to databases; Page 5 of 6 • (e) Partnerships between the department and local community policing and supervision programs to facilitate supervision of offenders under the respective jurisdictions of each and timely responding to an offender's failure to comply with the terms of supervision; and (f) Developing a Local Law and Justice Plan for Spokane County. The Council shall design the elements and scope of the Plan, subject to final approval by the Spokane County • Board of County Commissioners. The general intent of the Plan shall include seeking means to maximize local resources, reduce duplication of services, and share resources between local and state government. The Council may establish work groups and/or subcommittees to assist in carrying out its powers and duties. The Council has no authority to appropriate/expend any moneys or execute any agreements. Section 9: STAFF SUPPORT • Spokane County shall provide staff support for the Council and Administrative Committee as is deemed necessary. • • • Page 6 of 6 • R.19( (' Co-6161eillt Carrie Koudelka From: Bob Hammond [propgrinder@gmail.com] Sent: Tuesday, May 20, 2014 5:00 PM To: Carrie Koudelka Subject: Comprehensive Plan Amendment CPA 03-14 I am writing in opposition to the Comprehensive Plan Amendment CPA 03-14 proposed rezoning of the property on the NE corner of Sprague and Barker. Zoning should NOT be changed on the property because the location is just not suited to an apartment complex. It is simply out of character with the housing already there. Adding more than 100 rental units will have a very significant impact on the quality of life of those of us who live nearby, use the roads and schools, and depend on city services. After reading all the information I can at the Planning website regarding this rezone, I cannot find any compelling reason to change the zoning for this property. Community quality and growth are goals of zoning, I think. In this case, it seems those goals have been overridden by a developer regardless of what a large number of us with property AND commitment to the local community desire. Should this rezone be allowed, I can but wonder what the future brings for our city. Will we see High Density housing and single family housing intermingled everywhere? Will every vacant lot in our city now be seen as another High Density housing "opportunity" for developers who are only interested in money and could care less about the quality of life? Will we see requests for rezoning become the norm? I hope not because this makes a mockery of the existence of the Planning and Zoning Commission and the highly important work done by the members to ensure a bright future for our city. I bought a home in the area because it was single-family homes. I am not against renters but I am against those who are transient by their very nature. Renters do not invest time and money into their property. If rental unit property owners do not keep up the rental units, property values decrease. High density housing concentrates a lot of negative attributes in a small area. And if that housing becomes populated with less-than-desirable tenants or becomes rundown, the impact to all of us can be very significant. Additionally, why are only residents within 400 FEET of the location notified in advance of the proposed rezone? The impact of 100+rental units is much greater than 400 feet!. It is area wide. I urge the county commissioners to reject this rezone request. It is not in the best interest of the citizens of Spokane Valley. Sincerely, William Hammond 805 S Harmony Road Spokane Valley, WA 99016 i i+01/1 i P 6 4t Carrie Koudelka From: Caroline Kroko [krokoc@earthlink.net] • Sent: Tuesday, May 20, 2014 5:01 PM To: Carrie Koudelka Subject: (CPA-03-14) For City Council Meeting -May 20 -Strongly Opposed to Re-zone at Barker and Sprague (CPA-03-14) City Council Members I am sending this email to express my strong opposition to re-zoning of the property on the northeast corner of Barker and Sprague. I feel strongly that zoning should not be changed unless there is a compelling, non-commercial reason for it. The location is not suited to an apartment complex. Once the complex is built, it's there for the long term. The community is stuck with it as it ages and deteriorates. The developer will be long gone. The city does not need more rental units - a quick web search shows this. The local infrastructure is not prepared for it- regardless of the traffic study done by the developer's own engineer. The impact is significant. The community does not want it. It has no known value to the community and raises some very significant concerns. I live less than a mile from the location and I feel there will be significant negative impact on my neighborhood and my community. This is a mature and spacious community with a quiet character. High density housing simply doesn't fit. I have reviewed all the information I can find on the project, and I cannot find one compelling reason that the zoning should be changed except that the developer and his consulting engineer speculated that the re-zone would be approved. Normally, zoning balances community growth and community quality. In this case, it seems that a profit- driven request from a developer could override existing zoning, regardless of the will of those of us with deep personal investments and long-term commitment to the local community. If this is the case, I an very concerned about future plans. This is not the recipe for a successful city. There is a lot of vacant and blighted land in the city that is far more suitable and sustainable in the medium and long term. I am not anti-renter. I was a responsible renter for many years prior to buying my own home. But there are two basic features that affect the character of a community. First, renting is by definition transient. It is a relatively small, short-term investment with very low commitment. Many rentals are month-to-month while some have a lease of up to 1 year. Leases of more than a year are rare. Average lease durations are 18 months. If a rental property deteriorates physically or socially, responsible renters can and will pick up and move away without loss of their investment. Homeowners can't, especially if the their property value decreases because of the deterioration of the rental property. This is just one reason property owners are more likely to invest their personal time and resources to keep a quality community. Second, high-density concentrates negative attributes in a small area. While a single rundown house on a block is unpleasant,the impact on the neighborhood as a whole is small compared to the impact of 100 rundown rental units in a single block. Sincerely, Caroline Kroko 1 My name is William Currier I live at 110 N Barker Rd You have heard everything from Traffic, Schools, Home Values, Pedestrian Safety, Child safety, Increased Crime, Rural Character, incompatible distances to Grocery,Normal Scheduled Transit and Medical Facilities. ' I would like to read to you fromu municipal code 19.40.080 MF-2 High Density Multifamily Residential zones should be used as TRANSITIONAL ZONING ( between higher INTENSITY land uses, such as commercial and office, to medium and lower density single-family neighborhoods. Municipal Code 19.30.030 All site-specific zoning map amendment requests must meet all of the following criteria: I have listed a few that it does not. The map amendment bears a substantial relation to the public health, safety and welfare; It would adversely effect our neighborhoods Health, safety or welfare. e n not The map amendment be detrimental to property in the immediate vicinity It will be detrimental to all of our home values. The map amendment is consistent with the Comprehensive Plan; I would like to read the Core Values of that Comprehensive Plan First Core Value: Community Identity and Pride! Highlight • A friendly, wholesome, safe place to live and raise a family; • Preservation of neighborhoods. Second Core Value: Focus on the Future Highlight • A BALANCED approach to growth and development; Going from 1 house to high density multifamily/115 unit apartments is not balance, it is extreme. Third and Final Core Value: Open, Collaborative Government. Highlight • Citizen participation in the decision-making process; While I agree Mr Whipple is a citizen in our community, they people he is here representing and asking for these changes to be made to Our community and neighborhood.Are Not our Citizens. They are a business and not even from this state. Comprehensive Plan CHAPTER 5 - HOUSING Housing and neighborhoods are the foundation of community fabric. Home OWNERSHIP is recognized as a stabilizing force in community development The continued viability and desirability of Spokane Valley neighborhoods will depend on the QUALITY of housing stock, adjacent land uses, traffic, schools and freedom from the fear of crime. Neighborhood development standards should preserve the character of existing neighborhoods CHAPTER 10 -NEIGHBORHOODS Their character, their livability, their development - these are some of the vital elements of the attractiveness of a city. Empowering neighbors to make their neighborhoods safer, healthier and more economically vibrant is vital to establish a sense of control and pride. 10.3 Goal NG-2 Preserve and protect the character and quality of life of Spokane Valley's residential neighborhoods. Policy NP-2.1 Maintain and protect the character of existing and future residential neighborhoods. NP-2.9 To protect residential neighborhoods from incompatible land uses and adverse impacts would also like to note that while the rental vacancy rate is at 4.8 percent the Homes Fore Sale Vacancy rate is at 2.2. I would also like to remind you that a decision to change this to High Density Residential will allow the developer to bring forth any plan that legally fits high density zone no matter what they say they will put there now. Your comprehensive plan is on track and you have adequate room available for the projected 15000 people in the land capacity analysis. With out any Rezoning. People looking to move to and buy in Spokane Valley are just like the rest of us. Some people want that Rural Country feel and some want that bustling downtown close to shops and services feel. But I don't know anyone looking for a Rural Character Mini-farm neighborhood with an huge apartment building in the middle of it. We "Greenacres" as a community and a neighborhood know that change comes and we are willing to accept change. The amount of houses they can and will build on that 5 acres of land with its current Low Density Zoning 20+ or so houses or duplexes will be a huge change for all of us. I Thank you and I have faith that you will do what is right.