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HomeMy WebLinkAbout2017, 12-05 Study SessionAGENDA SPOKANE VALLEY CITY COUNCIL STUDY SESSION FORMAT Tuesday, December 5, 2017 CITY HALL COUNCIL CHAMBERS 10210 East Sprague Avenue, First Floor (Please Silence Your Cell Phones During the Meeting) 6:00 p.m. DISCUSSION LEADER SUBJECT/ACTIVITY GOAL CALL TO ORDER ROLL CALL 1. John Whitehead 2. Cary Driskell, Elisha Heath 3. John Pietro 4. Morgan Koudelka Resolution Updating Insurance and Health Related Benefits Sidewalk Snow Removal Implementation Police Precinct Lease Agreement Commute Trip Reduction 5. Erik Lamb, Morgan Koudelka Solid Waste Drop Box Contract Henry Allen with Sunshine, and Waste Management 6. Gloria Mantz, Henry Allen 7. Gloria Mantz, Bill Helbig 8. Mayor Higgins 9. Mayor Higgins 10. Mark Calhoun ADJOURN Street Standards Update Federally Funded Properties, Acquisition Requirements Advance Agenda Council Check in City Manager Comments Discussion/Information Discussion/Information Discussion/Information Discussion/Information Discussion/Information Discussion/Information Discussion/Information Discussion/Information Discussion/Information Discussion/Information Study Session Agenda, December 5, 2017 Page 1 of 1 CITY OF SPOKANE VALLEY Request for Council Action Meeting Date: December 5, 2017 Department Director Approval: Check all that apply: ❑ consent ❑ old business ❑ new business ❑ public hearing ❑ information ® admin. report ❑ pending legislation❑ executive session AGENDA ITEM TITLE: Resolution 17-020 Specifying Insurance plans and health related benefits for employees and City Councilmembers. GOVERNING LEGISLATION: PREVIOUS COUNCIL ACTION TAKEN: The City of Spokane Valley City Council approved Resolution 13-002 in March 2013 to delineate the benefits provided to City Councilmembers and regular employees of the City. The Council also ratified the 2016-2018 Collective Bargaining Agreement in December, 2015 describing the benefits provided to regular City employees. BACKGROUND: The Council periodically reviews and amends the City Resolution concerning Council and employee benefits. The City has been informed by the Association of Washington Cities (AWC) Benefits Trust which administers the benefits provided by the City, that the medical plans currently offered to City Councilmembers will terminate at the end of 2017. OPTIONS: Consensus to place Resolution 17-020 on the December 12 Council Agenda . RECOMMENDED ACTION OR MOTION: Consensus to place Resolution 17-020 on the December 12 Council Agenda. BUDGET/FINANCIAL IMPACTS: The budgetary impacts of this resolution are included in the approved 2018 City Budget. STAFF CONTACT: John Whitehead, Human Resources Manager ATTACHMENTS Draft Resolution 17-020 DRAFT CITY OF SPOKANE VALLEY SPOKANE COUNTY, WASHINGTON RESOLUTION NO. 17-020 A RESOLUTION OF THE CITY OF SPOKANE VALLEY, SPOKANE COUNTY, WASHINGTON, REPEALING AND REPLACING RESOLUTION NO. 13-002, SPECIFYING THE INSURANCE PLANS AND HEALTH RELATED BENEFITS FOR CITY EMPLOYEES AND COUNCILMEMBERS, AND OTHER MATTERS RELATED THERETO. WHEREAS, the City Council adopted Resolution 13-002 on March 26, 2013, which superseded Resolution No. 11-012, and provided medical, dental and other benefits for its eligible employees and Councilmembers through the Association of Washington Cities (AWC) Employee Benefit Trust, or other means; and WHEREAS, the City Council desires to adopt the specific plans and contribution rates for each designated plan. NOW, THEREFORE, be it resolved by the City Council of the City of Spokane Valley, Spokane County, Washington, as follows: Section 1. Medical Insurance. The City Council hereby specifies the Asuris Northwest Health 250 Plan, the Kaiser Permanente Access PPO Plan and the Kaiser Permanente $200 deductible Plan for Councilmembers and employees. The City shall pay 100% of the premium of either health plan for the Councilmember, spouse and dependents. The City shall pay 80% of premium increases in addition to the amount the City paid in 2015 for the employee, spouse, and dependents, applicable to each employee coverage category. The City shall provide a Premium Only Program (POP) allowing employees to pay their share of the premium costs through pre-tax income. Employee participation in the POP program is voluntary. Section 2. Dental Insurance. The City Council hereby specifies the AWC Trust Washington Dental Service Plan E with Orthodontia Rider Plan II as the currently authorized employee dental plan for eligible City employees and Councilmembers. The City shall pay 100% of the premium for the employee/Councilmember, spouse and dependents, as required by the AWC Employee Benefit Trust Underwriting rules. Section 3. Life Insurance. The City Council hereby specifies the AWC Trust Life Insurance Plan at two times the sum of annual earnings rounded up to the nearest $1,000 with the accidental death and dismemberment (AD&D) option as the currently authorized employee life insurance plan for eligible City employees and Councilmembers. The City shall pay 100% of the premium for the employee/Councilmember. Employees/Councilmembers shall also be authorized to acquire additional supplemental or dependent life insurance coverage through the plan on a self -pay basis through payroll deduction pursuant to AWC underwriting rules. Section 4. Long Term Disability Insurance. The City Council hereby specifies the AWC Trust Standard Insurance Long Term Disability Plan Option 1 (60% benefit; 90 -day elimination) as the currently authorized long term disability plan for City employees. The City shall pay 100% of the premium for the employee as required by the AWC Employee Benefit Trust Underwriting rules. Section 5. Employee Assistance Program. The City Council hereby specifies the AWC Trust Employee Assistance Program as the currently authorized employee assistance program for eligible City Resolution 17-020 Specifying Insurance Plans and Health Related Benefits Page 1 of 2 DRAFT employees/Councilmembers. The City shall pay 100% of the premium for the employee/Councilmember as required by the AWC Employee Benefit Trust Underwriting rules. Section 6. Vision Care. The City Council hereby specifies the AWC Trust Vision Service Plan (VSP) $25 Co -Pay plan as the currently authorized vision care program for eligible City employees/Councilmembers. The City shall pay 100% of the premium for eligible employees/Councilmembers as required by the AWC Employee Benefit Trust Underwriting rules. Section 7. Review and Adoption. Unless otherwise provided for by contract, the City Council shall periodically review the insurance plans and health related benefits of City employees/Councilmembers. Changes to the health related benefit programs shall be specified and approved as part of the annual budget adoption process, or adopted separately by resolution of the City Council. Section 8. Repeal of Resolution. The City Council hereby repeals Resolution No. 13-002. Section 9. Effective Date. This Resolution shall be effective January 1, 2018. Adopted this day of December, 2017. City of Spokane Valley R.L. Higgins, Mayor ATTEST: Christine Bainbridge, City Clerk Approved as to form: Office of the City Attorney Resolution 17-020 Specifying Insurance Plans and Health Related Benefits Page 1 of 2 CITY OF SPOKANE VALLEY Request for Council Action Meeting Date: December 5, 2017 Department Director Approval: Check all that apply: ❑ consent ❑ old business ❑ new business ❑ public hearing ❑ information ® admin. report ❑ pending legislation ❑ executive session AGENDA ITEM TITLE: Sidewalk Snow Removal Implementation. GOVERNING LEGISLATION: SVMC 7.45. PREVIOUS COUNCIL ACTION TAKEN: Adoption of 17-010 October 3, 2017, effective October 18, 2017. BACKGROUND: A. Brief history of adoption of chapter 7.45 SVMC. Until October, 2017, the only regulatory mechanism the City had to enforce removal of snow and ice from public sidewalks was through SVMC 7.05.040, referred to as the Nuisance Code. That was highly ineffective because of the timeframes and penalties provided. As such, the City engaged in a lengthy process of analyzing various options, including through convening an ad hoc committee that included members of the community, staff, and Councilmember Pace and Deputy Mayor Woodard. The final ordinance that was adopted identified that only Tier I areas would be enforced until the Council took further action to implement Tier 11 enforcement. Tier I includes commercially -zoned areas and those streets that are identified as Safe Routes to School. The final ordinance also reflected the City's desire to acknowledge its role in past snow seasons to increase the amount of snow on public sidewalks, and focus on how the City could reduce such impacts. The City replaced the batwing plow blades on several trucks with flat blades because the batwing blades are designed to throw the snow farther, which resulted in more snow and ice on sidewalks. Additionally, the plow drivers have been instructed to slow down a little to push more snow adjacent to the curb and in bike lanes. The Council and staff also emphasized the need to inform the public about the new requirements through an educational program. B. Implementation of the educational program: Staff identified 54 businesses in the region that provide snow removal services. The City sent a letter to these business, which included a map of the City identifying Tier I and Tier II areas. The letter served two purposes: first to make the business aware of the change to be able to offer sidewalk snow removal services to their customers this winter; and second, to stop the snow removal business from pushing snow from parking lots onto sidewalks. Notifying Tier I properties of the Code provisions was done through mailing 7,147 Tier I notification packets to owners and occupants of 8,647 parcels. Letters were sent to the occupant of the property in addition to the property owners in case the property owner placed the responsibility back on the occupant. While some addresses received two letters (one to the owner and one to the occupant) the intent was to educate as many people as possible of the new requirements. The Tier I notification packet included a letter outlining specific requirements, including the 48 hour time frame from the conclusion of the snow event to clear the sidewalk and the amount of the citation for non-compliance; a copy of the applicable Code provisions for their reference; and a sidewalk snow removal brochure including map and contact information for assistance resources. The City recognizes there will be citizens affected by these Code provisions who are unable to clear the snow and ice from their sidewalk. As such, staff reached out to a number of local service organizations that provide assistance resources for these types of individuals. The two agencies that agreed to assist are Catholic Charities Chore Service for citizens who are age 65 and older, and Washington State Mission Office LDS. Contact information for these services was provided to Tier I properties in the Sidewalk Snow Removal Brochure, is listed on the website, and is provided to citizens over the phone. The City's sidewalk snow removal webpage with FAQs includes a Zink to a searchable City map showing each property in the City, and whether it is designated as Tier I or Tier 2. This map allows anybody to easily determine which Tier their property falls under. The City also included all of this information in its Hot Topics Newsletter mailed to all properties in the City the week after Thanksgiving. The City has received 104 phone calls regarding questions about sidewalk snow removal requirements, and an additional 12 emails since the Tier I notification packets were sent out. The most common concern expressed was about snow plows pushing snow onto the sidewalk. Once staff explained the steps the City was making to reduce the amount of snow being pushed to the sidewalk, and after explaining that a plow pushing snow onto the sidewalk also constituted a snow event triggering the need to clear the sidewalk, people were generally more understanding. Each property will receive a warning notice upon the reporting of the first incident. The goal is to promote compliance with education rather than to raise revenue through fines. However, infraction citations may be issued where appropriate to gain compliance. Staff recently completed training on how to properly issue citations if that becomes necessary. An example of the types of calls the City has received was a question about whether adjoining property owners in the Ponderosa area would be required to clear the shared use path along the north side of 44th Avenue, which is listed as a Safe Route to School. The caller stated that they were told at a neighborhood meeting in 2007 about the project that adjoining property owners would not have to clear snow. In reviewing the handouts for that meeting, as well as a newspaper story of that meeting, it is clear that residents were told the City did not have any current requirement for them to clear sidewalk snow after project completion, but that the City may require that in the future, which was done 10 years later. OPTIONS: N/A. RECOMMENDED ACTION OR MOTION: None, information only. BUDGET/FINANCIAL IMPACTS: N/A. STAFF CONTACT: Cary Driskell, City Attorney; Elisha Heath, Executive Assistant. ATTACHMENTS: 1. PowerPoint Presentation 2. Map showing Tier I and Tier II areas of the City; 3. Tier I notification packet: letter, applicable Code sections, and brochure; 4. Letter to snow removal businesses; and 5. Copy of the warning letter. Sidewalk Snow Removal Map Sikkurse 11 7 i Liberty Ube JP! -71 H - — II--, ') - 17-2.--:' '' ----1.1, 7 .„.• : ...', ,-.... 1.., r . I- i , • '..-1 .. ..j. ''. • T" 1 ! - - i I! ,'• i'-rlf.:-=-.''A ' ...',, _ ..11_, • • • --r 2 111.i2!--,- ! -ir • • = Tier I: Safe Routes to Schools Commercia[iRetaillindustrial Areas Tier I. [ Residential areas err„ °lime 10210 E Sprague Avenin * Spokane valley WA 99206 Phone;: (509) 720-5000 ♦ Pax: (509) 720-5075 10 www.spokanuvalley.urg November 2, 2017 To: 'bier 1 Property Owners/Occupants Re: Sidewalk Snow Removal The City recently adopted Spokane Valley Municipal Code 7.45 relating to snow and ice on public sidewalks. The new Code provisions requires property owners to remove accumulations of snow and ice from many public sidewalks, and failure to comply with these provisions may result in issuance of a penalty in the amount of $52-00 for each of the first two occurrences, the penalty increases with the third occurrence within a 12 month period, ']'he intent of these new regulations is to provide a safer transportation system for pedestrians, includirig children walking to school as well as to ensure businesses are accessible to pedestrians throughout our commercial areas. Currently, these regulations only apply within the area that has been designated as the Tier i priority area. In srunrrnary, "1'ier 1 is the commercially -zoned areas of the, City, but also includes what has been identified and adopted as Safe Routes to School, The City has identified. your property as being located within the Tier 1 priority area. As such, this letter is to notify you of the requirement to remove all accumulations of snow and ice that exceed three inches from sidewalks, with a minimum path of 36 inches for pedestrians within 48 hours after a snow event has ceased. Enclosed you will find acopy of the Code and a brochure containing frequently asked questions and a neap of Tier T. For more inlbrmation or questions, please ca]] 509.720.5000 or email us at cityhall( spok.atievallev,org, Chapter 7.45 SNOW AND ICI,, ON PUBLIC SIDEWALKS Sections: 7.45.010 Purpose and authority. 7.45.020 Definitions. 7.45.030 Duty to remove snow and ice from sidewalks. 7.45.040 Amnesty periods. 7.45.050 improper removal, 7.45.060 Penalties. 7.45.070 Defense for violation. 7.45,0840 Educational program. Attachment A Sidewalk Snow Rem€avid Map 7.45.010 Purpose and authority. The purpose of this chapter is to regulate accumulations of snow and ice on sidewalks. This regulation is undertaken in order to promote the safe and efficient movement of pedestrian traffic on sidewalks within City limits and to promote greater economic activity. The provisions of this chapter are adopted pursuant to RCW 35A .11.020, and arc to promote the health, safety, and wellhrc of the citizens of the City. (Ord. 17-010 § 2, 2017), 7.45.020 Definitions. Terns used within this chapter are defined as follows: "Accumulations of snow and ice" means snow and ice deposited, by natural or artificial sources, "Artificial sources" means operations which result from human efforts that cause snow or ice to accumulate. These include, but are not limited to: 1. Snow removal operations conducted by the City; and 2. Snow removal operations conducted by private individuals or businesses. "Natural sources" means any natural occurrence which causes snow and/or ice to 11 CLnm Mate. These include, but are not limited to: 1. Snowstorms; and 2. Freezing rain. "Removal area" means areas classified Tier 1 priority or Tier I.1 priority, "Sidevaalks" means public sidewalks and does not include those sidewalks located entirely on private property. The Spukane Valley Municipal Code is eurrcnl through Ordinance No. 17-010, passed Ocrobor 3, 2017. "Tier 1 priority" areas include: 1. "Safe routes to schools" as delineated upon the official map, entitled Attachment A — Sidewalk Snow Removal Map (included at the end of this chiptcr); and 2. "Commercial, retail, and industrial areas" that currently include the following zoning districts as delineated on the official zoning, trap of the City: MU Mixed Use District CMU Corridor Mixed Use District NOS Parks/Open Space NC Neighborhood Commercial District RC Regional Commercial District I industrial District IMTJ industrial Mixed Use -`Tier T1 priority" areas include: 1. "Residential areas" which currently include the following zoning districts, as delineated 011 the official zoning map of the City: R-1 S in.le-Family Residential Estate District 1 Single -Family Residential Suburban District R-3 Single- F alra i l y Residential Urban District M1' Multifamily Residential District (Ord. 17-010 § 2, 2017). 7.45.030 Duty to remove snow and ice from sidewalks. A, 'The owner or oceupant of any real property located within or along a removal area shall remove or cause to he removed all accumulations of snow and ice exceeding three inches from the sidewalks adjacent to the property so that a minimum 36 -inch path for pedestrian travel is created pursuant to the Americans with Disabilities Act, 4217.S.C. §§ 1213 [ through 12164, EL Accumulations ol'snow and ice exceeding three inches shall be removed from the sidewalk within 48 hours after the event causing it to accumulate has ceased. U. "Tier 1 priority areas are the only areas which may he enforced until future action by the city council to approve enforcement of Tier 11 priority areas. (Ord. 17-010 § 2, 2017). The Spokane Valley Municipal Carle is Qui -mu L ihraugh Ordinance No. 17-010, passed 0ctobcr 3, 2417. 7.45.040 Amnesty periods. A, In the event accumulations or snow and ice are deposited in a manner or volume that makes their immediate removal impracticable, the city manager may announce periods of amnesty during which failure; to remove the accumulations of snow and ice will not result iri a violation pursuant to SVMC 7.45.060. B. "l'he announcement shall be accompanied by a public notice staring: 1, The circumstances necessitating the amnesty period; and 2. The amnesty period's duration, including the date and time that it will end, C. The city manager may extend the wannest} period by issuing an additional announcement and public notice pursuant to SV1vMC 7.45.040(B). (Ord. 17-010 § 2, 2017). 7.45.{1511 Improper removal. Retrovirig and depositing snow and ice hi a manner which obstructs or creates an obstruction to vehicular or pedestrian traffic constitutes the misdemeanor of disorderly conduct pursuant to S VNU.: 825-030 and RCW 9A. 4,030. This section shall not constitute a separate misdemeanor violation. The City, in exercising its policy-making discretion, may choose to push snow and ice with prows frorn the traveled streets onto the edges of those streets where it may melt over time, and this shall not be considered unproper removal- (Ord, 17-010 § 2, 2017). 7.45.060 Penalties. A. Any person or business found in violation of SVMC 7,45.030 shall be found to have committed a Class 4 civil infraction, and shall be subject to the monetary penalties set forth in RCW 7.80,120, as adopted or subsequently amended, including any applicable statutory assessments. B. Aller a citation has been issued, the violator shall have 48 hours to clear accumulated snow and ice from the, sidewalk'before an additional citation may bc issued. C. Any person or business found in violation of SVMC 7,45,030 for a third time within a 12 -month period, and all subsequent violations In that 12 -month period, shall bc found to have cornmittcd a Class 3 civil infraction, and shall be subject to the monetary penalties set Earth in RCW 7.80.120, as adopted or subsequently amended, including any applicable statutory assessments. (Ord. 17-010 § 2, 2017). 7.45.070 Defense for viola lion. It shall be a defense to a violation of SVMC 7.45.030 if: A. The subject property is occupied as a residence, regardless of zoning designation; B. The violator is 65 years or older, or possesses a physical disability that has been verified by a medical doctor which prevents them from removing accumulations of snow and ice from the sidewalk; and C. The violator can provide documentation that shows reasonable efforts to obtain snow removal services were made but were unsuccessful. (Ord. 17-010 § 2, 2017). 'rtke Spokane Valley Municipal Cade is current through Ordinance No. 17-010, p i I Oelaiher 3, 2017. 7..45.080 Educational program. The city manager shall adopt and maintain a comprehensive program to educate the public about the importance cif snow and ice removal from sidewalks and the enforcement requirements contained in this chapter, as well as lists as appropriate regarding potential resources that residents and businesses may choose to utilize at their discretion for removal of sidewalk snow and ice. (Ord. 17-010 § 2, 2017). Attachment A Sidewalk Suow Removal Map Attachment A - Sidewalk Snow Removal Map o 0.1 i lot Lr PM The Spakanc ValcyMuniCode is cLLrrtmf Through OrdirtarLceNo. 1.7-C10, passed October 3, 2017. Pedestrian Safety Sidewalk snow and ace removal is important for the safety and well-being of pedestrians in our community, especially schoolchildren, elderly, and others with mobility concerns. Businesses and residents in Tier I areas are reminded that they are responsible for keeping sidewalks adjacent to their properties clearer of snow and ice. Snow Removal Information and FAQ The City is making the following changes to help reduce the amount of snow being thrown onto the sidewalks: • Removal of the "bat-wing" blades designed to throw snow farther away from the road to aid in reducing the amount of snow being thrown on the sidewalk. • The STOW plows will be reducing their speed, however this will increase the amount of time it takes to clear the roadways. How Tong do I have to clear the sidewalk? • 48 hours after the end of the snow event, which may include snow deposited by plows from the roadway. Can r push the snow into the street? No, depositing snow/ice in a manner which obstructs or creates an obstruction to traffic constitutes a misdemeanor. How much snow/ice can accumulate before I receive a fine? • Accumulation of sno/ice exceeding 3 inches. How frequently will I be fined if I don't remove the snow? • After citation is issued you have 40 hours to clear snow/ice before an additional citation is issued. How much is the fine? • First and second citation = $52 each * Third plus citation in 12 months = $103 each Where does the money from the citation go? +' The Street Fund. Snow uestions/ Concerns s If you have questions or concerns about snow removal, contact us at 509-720-5000 or go to spokanevalley.org/snowinfo for more information. You can get emailed SnowInfo Updates whenever snow plowing and/or de-icing are under way. Co to spokanevalley.org/signup and enter your email address. You can also hear recorded Snowlnfo Updates by calling 509-720-5311. Need Assistance? Focal public service and/or volunteer organizations may be available to help elderly or disabled community members who are physically and financially unable to clear their walkways. Call 2-1-1, or toll-free (866)904- 9060 for information and referrals, or log onto win211.org for more information. (Income restridions may apply.) Catholic Charities 509-45g-6172 Only able to remove snow from sidewalks not driveway berms. Must be 60 years of age or older. Washington State Mission Office LDS 509-924-8932 Ask for Sister Banks. Specify if you have a shovel or if they will need to bring one. St)onliam City of Spokane Valley 10210 E. Sprague Avenue Spokane Valley, WA 99206 Ph: 509-720-5000 FAX: 509-720-5075 cityh a I I ®spo kanevaliey. org spoka neva I I ey.org October 2017 SIDEWALK SNOW REMOVAL CITY- OF SPOKANE VALLEY To see a larger version of this map, please visit our website at spokanevalley,org/snow. Sidewalk Snow Removal Map :i:11 1ih11- L 1 Lr C i 1 f: [ir • 1.113e 1-mLc Snow and ice must be removed within 48 hours after snowfall has stopped in Tier I Areas. City of Spokane Valley Code Enforcement, 549-720-5000_ Online reporting at spokanevaffey,org/CARES Keeping sidewaLks cleared of snow and ice. Good for business.. ooa ourcommunity! Tier 1: Safe Routes to Schools Commercial/Retail/Industrial Areas Tier II: Residential areas Sfiokan' e 40,100Valleya (ATV MANAC ER Mark callroan, City Manager 10210 F, Sprague Avenue ♦ Spokane Valley WA 99206 Phone: (509) 720-5000 40 Fax: (509) 720-5075 + www.Rpokaneva]]uy.org October 31, 2017 Dear, The City of Spokane Valley recently adopted Municipal Code 7.45 I -elating to snow and ice on public sidewalks. The new Code provisions require property owners to remove accumulations of snow and ice from public surrounding sidewalks, and failure to comply with these provisions may result in issuance cel' a penalty. The intent of these new regulations is to provide a safer transportation system for pedestrians, and to ensure businesses are accessible to pedestrians throughout our commercial areas. Currently, these regulations oniv apply within that area identified as the Tier i priority area. In summary, Tier 1 is the commercially -zoned areas of the City, but also includes what has been identified and adopted as Sale Routes to School. A map ol'Tier 1 is included with this letter which shows these areas. As such, owners or occupants are required to remove all accumulations o snow and ice that exceed three inches Brom sidewalks, with a minimum path oi'36 inches for pedestrians within 48 hours of snow fall event.. 1'he City is sending this letter out to all known cornmercial snow removal business- Most snow removal businesses specialize in parking lot snow removal, bort we wanted to make sure you were also aware that businesses will now. need to make sure they are clearitig sidewalks in Nut ol their business which are adjacent to streets.. it is also important to note that moving snow accumulation onto the sidewalk and or street is prohibited- The City wanted to make sure the local snow removal businesses were aware of the new requirements, and encourage you to include these services in your solicitations and bidding for the upcoming snow season. For more information or questions, please call 509.720.5000 or email us at eityhall(uspok,an eval ley. ori,. Sincerely, Mark Calhoun, City Manager .000Valley Warning Notice 10210 C Sprague Ave Suite ♦ Spokane Valley WA 99206 *509,720.5000 + Fax: 509.720.5075 • DATE RE: NOTICE on Parcel Property located al Dear Property Owner(s): 1 wish to infirm you that Spokane Valley Code Fri f: rcenaent Yeas received a complaint of ordinance violation(s) on this property, The description of the reported violation is as follows; Complaint: Accumulation of snow and ice on sidewalk SVMC 7A5.030 Duly to remove snow and ice Irom sidewalks. B. Accumulations of snow and ice exceeding three inches shall be removed from the sidewalk within 48 hours after the event causing it to accumulate has ceased. The intent of these tic regulations is to provide a safer transportation system for pedestrians, including children walking to school, as well as to ensure businesses a3 -e accessible to pedestrians throughout our commercial areas. Please contact our office as soon as possible to discuss the alleged violation. Future complaints on this property may result in the issuance of a penalty in the amount of $52,00 for each of the first two violations. The penalty increases with the third occurrence within a 12 month period. Your neighbors and the City of Spokane Valley appreciate your efforts. Sincerely, Spokane Valley Code Enforcement City of Spokane Valley 10210 F Sprague Ave Spokane Valley, Washington 99206 (509) 720-5000 city{hall spokancvalley.0rg Sidewalk Snow Removal - Report on implementation Cary Driskell, City Attorney Elisha Heath, Executive Assistant December 5, 2017 City of Spokane Valley - Office of the City Attorney 1 111•1111=11111MI- Purpose of report Provide information to Council and the public on staff efforts to implement the recently -adopted provisions in chapter 7.45 SVMC relating to sidewalk snow/ice removal requirements. City of Spokane Valley - Office of the City Attorney mum- Background ufBackground Accumulated snow and ice on public sidewalks can: Impede pedestrian travel and inhibit the use of assistive mobility devices on public sidewalks; Create hazardous conditions increasing the likelihood that pedestrians will suffer significant injury or bodily harm; and Restrict public access to local businesses and other services potentially affecting their profitability. City of Spokane Valley - Office of the City Attorney History of adoption process 2003 - adoption of nuisance code provisions establishing $500 fine; February 23, 2016 - staff discussed options re: ice/snow.; Council requested a draft ordinance; Between February 2016 and October 2017, staff brought this topic forward 11 times, not including formation of an ad hoc committee to identify other options for dealing with sidewalk snow/ice; City of Spokane Valley - Office of the City Attorney Unified approach in solving problem The City recognized it was significantly contributing to the problem with its plows. The City lacks a funding source to clear sidewalks itself, and Council determined it would not raise taxes to do so. Most jurisdictions in the northern climate of the US require the adjoining property owner to clear it. However, the City sought ways to reduce this burden. City of Spokane Valley - Office of the City Attorney Summary of approach Reduce the amount of snow being moved from roadways to sidewalks. Change blades on City plows from bat wing to straight; Plows to slow down on lane closest to curb to push snow to curb where possible instead of sidewalk. Amend road design standards to require separated sidewalks on all new roads, and on retrofit projects where feasible, depending on available right-of-way. City of Spokane Valley - Office of the City Attorney Summary of agreed approach - continued Educate the public on snow removal obligations: Include widespread distribution/education of removal requirements, including consequence of noncompliance. Identify realistic assistance options for snow/ice removal for those with physical limitations, some free, others for a fee. Make list available on City website, communicate list to public other ways as appropriate. Notify parking lot snow removal businesses of requirements, suggest to their customers to include in annual quotes. City of Spokane Valley - Office of the City Attorney tures of chapter 7.45 SVMC Imposes the duty on owners/occupants to remove natural and artificial accumulations of snow and ice from public sidewalks within 48 hours after snow stops. Only applies to Tier I areas until Council takes subsequent action to implement Tier II. (SVMC 7.45.030) Tier I areas are all commercially -zoned areas and Safe Routes to School; and Tier II areas are all others, which are residentially -zoned (not currently in effect). The City Manager has authority to declare periods of amnesty during significant snow events, during which chapter 7.45 SVMC would not be enforced. (SVMC 7.45.040) City of Spokane Valley - Office of the City Attorney Spokane Sidewalk Snow Removal Map Tier 1: Safe Routes to Schools Commercial/Retail/Industrial Areas Tier 11: Residential areas City of Spokane Valley - Office of the City Attorney 9 Chapter 7.45 SVMC - cont. Acknowledges that depositing snow and ice so as to obstruct vehicular or pedestrian traffic is still a misdemeanor under separate SVMC 8.25.o3o(C). (SVMC 7.45.050) Would treat the first and second violations of chapter 7.45 SVMC within a 12 month period as class 4 civil infractions (s52 fine), any additional violations within that time are a class 3 civil infraction ($1o3 fine). Failure to comply within 48 hours after first citation may result in another citation until resolved. (SVMC 7.45.060) Allows residential violators to raise a defense for a violation if certain requirements are met relating to age and physical limitations. (SVMC 7.45.080) City of Spokane Valley - Office of the City Attorney Implementation The City trained the reception and administrative staff on the new Code provisions to respond to calls. The City sent out letters to 54 commercial businesses in the area that provide parking lot snow/ice removal services to inform them of the sidewalk requirements, and suggest they may want to include quotes for those services in their bids this year. City of Spokane Valley - Office of the City Attorney Implementation —cont. In early November, staff mailed letters to all owners and occupants in Tier I notifying them of the new requirements. A total of 7,147 letters affecting 8,647 parcels were sent. The City also mailed the Hot Topics newsletter to all addresses in the City the week after Thanksgiving, which also contained a detailed explanation of the requirements and consequences for non-compliance. City of Spokane Valley - Office of the City Attorney 1111111111111111- Response 11111111111f Response from the public After sending out all those letters, the City received as of November 3o a total of 104 calls and 12 emails with questions or comments. Most of these were handled by reception staff, however, calls involving more complex questions or comments were addressed by the two of us. Staff will continue to address questions and comments as we move forward. City of Spokane Valley - Office of the City Attorney Conclusion Questions? City of Spokane Valley - Office of the City Attorney 14 CITY OF SPOKANE VALLEY Request for Council Action Meeting Date: December 5, 2017 Check all that apply: ❑ consent ❑ old business ❑ information ® admin. report Department Director Approval: ❑ ❑ new business ❑ public hearing ❑ pending legislation ❑ executive session AGENDA ITEM TITLE: Addendum to Police Precinct Lease Agreement GOVERNING LEGISLATION: N/A PREVIOUS COUNCIL ACTION TAKEN: Approved Precinct Building purchase on June 6, 2006; approved revised lease agreement on August 28, 2007. BACKGROUND: The City owns the Precinct Building and charges the County annual lease and maintenance based on their percentage occupancy of the building. The City's contracted law enforcement personnel occupy 85% of the building. The County is charged for the remaining 15% of space that is occupied by the District Court and by Sheriff's Office personnel providing services to the unincorporated County. The main purpose of the amended Lease Agreement is to 1) extend the term length one year with automatic annual renewals beginning in 2019, and 2) to formally adopt the County's current occupancy share. OPTIONS: 1) Place on future agenda for motion consideration; or 2) take other action as appropriate. RECOMMENDED ACTION OR MOTION: Consensus to move forward to motion consideration. BUDGET/FINANCIAL IMPACTS: There is no present year budget impact. In 2009 the City and the County first mutually agreed to the County's request to vacate certain portions of the building, effective beginning in 2009, and to reduce its percentage occupancy from 44% to the 15% that the County continues to occupy. This was presented to Council at the time as an admin report and mutually agreed to through a formal letter, however, in accordance with the Lease Agreement this was to have been adopted as an amendment to the Lease Agreement. This Amendment formally recognizes that earlier change. STAFF/COUNCIL CONTACT: John Pietro, Administrative Analyst ATTACHMENTS: 1) Lease Agreement 2) Addendum to the Precinct Lease Agreement 3) MOU concerning clarifying language to Lease Agreement Return To: • • City of Spokane Valley 11707 East Sprague Avenue, Suite 106 Spokane Valley, Washington 99206 LEASE AGREEMENT BETWEEN CITY OF SPOKANE VALLEY ANI) SPOKANE COUNTY REGARDING THE SPOKANE VALLEY PRECINCT BUILDING LOCATED AT 12710 EAST SPRAGUE, SPOKANE VALLEY This Lease Agreement is entered into by the City of Spokane Valley (referred to as "City" or "Owner"), and Spokane County (referred to as "County" or "Tenant"), and jointly referred to hereinafter as the "Parties." WHEREAS, the City is the owner of certain premises located at 12710 East Sprague Avenue, Spokane Valley, Washington, 99216, which have been used as the Spokane Valley Precinct Building (referred to as "Precinct (Building" or "Premises"). WHEREAS, the City obtains police services from County and the Spokane County Sheriff through a separate interlocal agreement. Those police services are provided out of the Precinct Building, and currently comprise 56% of the use of the Premises. WHEREAS, The Spokane County Sheriff also presently provides police services to citizens in the eastern part of unincorporated Spokane County from the Precinct Building. Additionally, Spokane County District Court presently utilizes a portion of the Premises for adjudication of traffic infractions and small claims cases. The uses by Spokane County currently comprise 44% of the use of the Premises. WHEREAS, the Parties desire to enter into a lease agreement for the continued use of the Premises by Spokane County and the Spokane County Sheriffs Department. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties do hereby agree as follows: 1. PURPOSE. The purpose of this Lease Agreement is to set forth the Parties' understanding regarding the terms and conditions under which the County may occupy a portion of the Premises. The County currently occupies 44% of the Premises. 2. PREMISES. The terminology "Premises" shall mean that parcel of property located and any improvements thereon at 12710 East Sprague Avenue, Spokane Valley, Washington 99216. The legal description of the Premises is as follows: Precinct [,.case Agreement Page 1 of 8 07-77 • • Parcel number 45222.0227 Opportunity. The N 428 ft of the W '/2 of the W '/ of TR 162 and the N 428 ft of the W 1/2 of the E % of the W % of SD TR 162 and the W 10 ft of the N 428 ft of the E '/2 of the I? 1/2 of the W '/2 of SD TR 162. 3. CURRENT USE OF TJ{E PREMISES. The City agrees to allow the County to use a portion of the Premises on a yearly basis. County currently uses 44% of the Premises for various purposes including but not limited to use by the Spokane County Sheriff. The Parties anticipate that County may continue to use up to 44% of the Premises for criminal justice purposes or purposes not incompatible with criminal justice related purposes until December 31, 2017. 4. FUTURE. USE OF THE PREMISES. During the term of this Lease Agreement, the Parties agree that County may desire to decrease its percentage usage of the Premises, or City may desire to increase its percentage usage of the Premises. In that event, the Party desiring to change the usage ratio shall give written notice to the other Party by March 1 to become effective in the subsequent year. Any change in the usage ratio shall be done through an addendum to this Lease Agreement, and shall specify any change in the duration of the Lease Agreement, as set forth in Section 5, below. 5. TERM OF LEASE AGREEMENT. The term of this Lease Agreement shall begin on September 1, 2007, and expire on December 31, 2017. In the event of a change in use of the Premises pursuant to Section 3, above, the term of the. Lease Agreement may be modified. Either Party may terminate this Lease Agreement for any reason whatsoever upon 180 days written notice to the other Party. This 180 day requirement is in recognition of the need for advanced budgetary planning by both entities. 6. PAYiIENT. The base annual lease rate cost for 2007 is $9.92 per square foot. The Premises shall consist of 21,780 square feet for the purpose of calculating the lease rate and M&O rate. For each year thereafter, the lease rate shall be adjusted in an amount equal to the change in the Consumer Price Index (CPI) — All Urban Consumers. The change in the CPI will be calculated by taking the. CPI average for the entire base year and comparing it to the CPI average for the subsequent year. For instance, the CPi average for 2006 will be compared to the CPI average for the entire year of 2007 and the percentage difference will be applied to the lease rate of 2007 to determine the lease rate for 2008. The CiTY will bill the COUNTY for the cost of the lease payment as outlined, monthly, by the 15th of the month. Monthly payments will be calculated by dividing those annual costs set forth herein above by twelve (12). Payments by the COUNTY will be due by the 5th day of the following month. The CITY, at its sole option, may charge interest on any late payment calculated on any lost interest earning had the amount due been invested since the date due to the date of payment in the CiTY'S investment: pool. 7. MAINTENANCE AND OPERATIONS COSTS. Maintenance and operations costs (referred to as "M&.O") include various categories of items including utilities (electric, water, sewer), garbage, janitorial services, inspection services, City indirect costs, capital improvements and other miscellaneous M&.O costs. M&O costs do not include telecommunications services or computer and computer network services of any kind. M&O will be a number representing a square footage charge allocated to all occupants of the Premises based upon their percentage of square footage occupancy. The Parties acknowledge that there may be unanticipated, not budgeted M&O costs in any calendar year, as well as unanticipated, not Precinct Lease Agreement 1'age 2 of tt • • budgeted, capital improvements in any calendar year. The City Manager or designee shall notify the County Chief Executive Officer (CEO) or designee in writing on or before September 1 of each calendar year of the planned capital improvements for the Premises in excess of $4,999.99. City will consider the County's written comments on the planned capital improvements so long as they are received within fifteen (15) days of the date of the notification to County. The City's determination of the necessity of the capital improvements shall be binding on the Parties. The City Manager or designee shall advise the County CEO or designee of any unanticipated, not budgeted, capital improvements that may arise. The costs of any such capital improvements shall be allocated in the year of the improvement and shall not be amortized over the life of the improvement. The Parties understand that the cost of Capital Improvements over 550,000.00 would be assessed in the year in which the improvement was made. Provided, however, the PARTIES agree that the CiTY will establish an amortization schedule for each capital improvement actually incurred having an actual cost of over 550;000.00. The amortization schedule shall reflect the true estimated useful life of the capital improvement. The amortization schedule shall spread the CITY'S and COUNTY'S share of the capital improvement cost over the established time frame. For the purposes of this Lease Agreement, the COUNTY'S and CITY'S share shall be calculated based upon each PARTIES actual usage of the Premises in the year in which the capital improvement was made. The. CITY'S share shall include the share of all other users other than the COUNTY of the Premises. The amortization schedule may extend beyond the term of this Lease Agreement or any renewal thereof. If either party terminates the Lease Agreement, the CITY agrees to pay the COUNTY the un -depreciated portion of the amortization schedule for each capital improvement for which an amortization schedule had been prepared from the date of the termination to the end of the amortization schedule. This amount shall be paid within sixty (60) calendar days of any such termination. The CITY will provide maintenance of the Premises and charge the COUNTY for its proportionate use. The PARTIES agree that the estimated M&O will be based upon the City's budgeted M&O for the County's 44% occupancy of the Premises. Monthly billings for M&O will be determined by dividing that yearly amount by twelve. This formula will be used for each successive year in which this Lease Agreement is in effect. At the end of each calendar year, the PARTIES shall apply the actual expenditures and the actual occupancy percentage to determine the final cost. It is the PARTIES intent that any adjustment take place as soon as possible and accordingly will use their respective best efforts to timely prepare, disseminate and review all expenditure documentation. The COUNTY will have sixty (60) calendar days from its receipt of the expenditure documentation to provide the CITY with any written objections(s) to such documentation. The written objection(s) must specifically identify the expenditures) in question. The CiTY agrees to consider all written objections received from the COUNTY within thirty (30) calendar days of receipt of the objections(s). In the event that the PARTIES cannot mutually resolve any written objection(s) submitted by the COUNTY within the thirty (30) calendar day time frame, or such other time frame as the PARTIES may mutually agree, the objections shall be resolved pursuant to the dispute resolution provisions set forth in Section No. 16. Pending resolution of the objections(s), the PARTIES agree that the COUNTY shall pay that portion of the bill that is undisputed. To the extent that the COUNTY was over billed in any year and the Lease Agreement is still in effect, the CITY shall credit the COUNTY for such overpayment in the next monthly payment owing by the COUNTY. Provided, however, in the event the Lease Agreement is terminated at such time that the overpayment is determined, the CITY shall reimburse the COUNTY for any overpayment within thirty (30) calendar days. To the extent that the COUNTY was under billed in any year and the Lease Agreement is still in effect, the COUNTY shall reimburse the CITY for any underpayment in the next monthly payment owing by the Precinct Lease Agreement Page 3 of 8 • • COUN1Y. Provided, however, in the event the .Luse Agreement is terminated at such time that the underpayment is determined, the COUNTY shall reimburse the CITY for any underpayment within thirty (30) calendar days. Either Party may at its sole option charge interest on any overpayment or underpayment based on lost interest earning had the amount determined due been invested in the respective PARTIES investment pool at the end of the thirty (30) day time frame provided for hereinabove to the date of payment. Any resolution of a disputed amount through use of the arbitration process identified in Section 16 shall include at the request of either Party, a determination of whether interest is appropriate, including the amount. The CITY will bill the COU "TY for the cost of M&.O, as outlined, monthly, by the 1511' of the month. Monthly payments will be calculated by dividing those annual costs set forth herein above ley twelve (12). Payments by the COUNTY will be due by the 5 day of the following month_ The CITY, at its sole option, may charge interest on any late payment calculated on any lost interest earning had the amount due been invested since the date due to the date of payment in the CITY'S investnent pool. For the purpose of this Lease A ecment the CITY shall Furnish customary janitor/cleaning service, electricity for lighting and operating of low power usage office machines, heat, normal office air conditions, and common area maintenance, during ordinary business ours of the Precinct Building. 8_ MODIFICATION. The PART[ES may mod ify any terns contained in this Lease Agreement, but only by mutual written agreement. 9. ALTERATIONS, ATI.DiTIONS, OR BIPROVEMENTS. COUNTY shall not, without first: obtaining the wrritten consent of the CITY, make any alterations, additions, or improvements in, to, or about the Premises. 10. INSURANCE. COUNTY shall procure and maintain for the duration of the Lease Agreement, insurance against claims for injuries to persons or ctalnage to Premises which may arise from or in connection with the COUNTY'S operation and use of the Premises. No Limitation. COU.N71Y'S maintenance of insurance as required by the Lease Agreement shall not be construed to limit the liability of the COUNTY to the coverage provided by such insurance, or otherwise limit the CITY S recourse to any remedy available at law or in equity. A, Minimum Scope of Insurance - COUNTY shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be wrincn on Insurance Service Offices (1S0) occurrence form CG 00 01 and shall cover premises and contractual liability The C]TY. shall be named as an insured on COUNTY'S Commercial General Liability insurance policy using LSO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. Precinct Lease Agreement F'age 4 of 8 • • 2. Property insurance shall be written on an all risk basis, minimum Amounts of Insurance COUNTY shall maintain the following insurance limits: a. Commercial General inability insurance shall be written with limits no less than $1,000 ,000 each occurrence, $2,000,000 general aggregate. b. Property insurance shall be written covering the full value of OOTJIli TY'S personal property and improvements with no coinsurance provisions. 13. Other insurance Provisions - The insurance policies are to contain, or be endorsed.to contain, the following provisions for Commercial GeneraI L_iahi]ity insurance: 1. The COUNTY'S insurance coverage shall be primary insurance with respect to the CITY. Any insurance, self-insurance pool coverage maintained by the CITY shall be excess of the COUNTY'S insurance and shall not contribute with it 2. The COUNTY'S insurance shall he endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, Iias been given to the CITY. C. Acceptability of .Insurers - Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:V II or with a risk pool_ D. Verification of Coverage - COUNTY shall furnish the CITY with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the COUNTY. E. Waiver of Subrogation - COUNTY and CITY hereby release and discharge each other from al] claims, losses and Liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim; loss or liability is covered by insurance. F. City"s Property Insurance - CITY shall purchase and maintain during the term of the lease all-risk property insurance covering the Building for their frill replacement value without any coinsurance provisions. 1 1. INDEMNIFICATION AND HOLD HARMLESS. A. CITY shall indemnify and hold harmless COUNTY and its officers, agents, and employees from all claims, actions, suits, iia# ility, loss, costs, cxpcnscs, and damages of any nature, by any reason of or arising out of any negligent act or omission of the CITY, its officers agents, and employees relating to or arising out of its obligations under the terms of this Lease Agement, In the event that any suit based upon such claire, action, loss, or damages is brought against COUNTY, CITY shall defend the same at its sole cost and expense; provided that COUNTY reserves the right to Precinct Least rlgrecment Page 5 of 8 • • participate in said suit if any principle of governmental or public law is involved; and if final judgment in said suit be rendered against COUNTY, and its offices, agents, and employees or jointly against COUNTY and CITY and/or their respective officers, agents and employees, CITY shall satisfy the same. B. COUNTY shall indemnify and hold harmless CITY and its officers, agents, and employees from all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature, by any reason of or arising out. of any negligent act or omission of the COUNTY, its officers agents, and employees relating to or arising out of its obligations under the terms of this Lease Agreement. In the event that any suit based upon such claim, action, Toss, or damages is brought against CITY, COUNTY shall defend the same at its sole cost and expense; provided that CITY reserves the right to participate in said suit if any principle of governmental or public law is involved; and if final judgment in said suit be rendered against CITY, and its offices, agents, and employees or jointly against COUNTY and CITY and/or their respective officers, agents and employees, COUNTY shall satisfy the same. C. The foregoing indemnity is specifically intended to constitute a waiver of each Party's immunity under Washington's Industrial Insurance Act, RCW 51, respecting the other Party only, and only to the extent necessary to provide the indemnified Party with a full and complete indemnity of claims made by the indemnitor's employees. The PARTIES acknowledge that these provisions were specifically negotiated and agreed upon by them. 12. NOTICES. All notices or other communications given hereunder shall he deemed given on: (1) the day such notices or other communications are received when sent by personal delivery; or (ii) the third day following the day on which the same have been mailed by first class delivery, postage prepaid addressed to the COUNTY or the CITY at the address set forth below for such Party; or at such other address as either Party shall from time -to -time designate by notice in writing to the other Party: COUNTY: Chairman of Board of County Commissioners or his/her authorized representative 1 1 16 West Broadway Avenue Spokane, Washington 99260 CITY: City of Spokane Valley City Manager or his/her authorized representative 11707 East Sprague Avenue, Suite 106 Spokane Valley, Washington 99206 • 13. COUNTERPARTS. This Lease Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same. 14. ASSIGNMENT. Neither Party may assign in whole or part its interest in this Lease Agreement without thc written approval of the other Party. 15. WRITINGS CONTAINED HEREIN/D `DING EFFECT. The PARTIES agree that there are no other understandings, oral or otherwise, regarding the subject matter of this Lease Agreement. This Agreement shall be binding upon the PARTIES hereto, their successors and assigns. Precinct Lease Agreement )'age 6 of 8 • • I6. DISPUTE RESOLUTION. Any dispute between the PARTIES which cannot be resolved between the PARTIES shall be subject to arbitration. Except as provided for to the contrary, herein, such dispute shall first be reduced to writing and considered by the COUNTY CEO and the CITY Manager. If the COUNTY CEO and the CITY Manager cannot resolve the dispute it will be submitted to arbitration. The provisions of chapter RCW 7.04 shall be applicable to any arbitration proceeding. The COUNTY and the CITY shall have the right to designate one person each to act as an arbitrator. The two selected arbitrators shall then jointly select a third arbitrator. The decision of the arbitration panel shall be binding on the PARTIES and shall be subject. to judicial review as provided for in chapter RCW 7.04. The costs of the arbitration panel shall be equally split between the PARTIES. I7. VENUE STIPULATION. This Lease Agreement has been and shall be construed as having been made and delivered within the State of Washington and it is mutually understood and agreed by each Party that this Lease Agreement shall be governed by the laws of the State of Washington both as to interpretation and performance. Any action at law, suit in equity or judicial proceeding for the enforcement of this Lease Agreement, or any provision hereto, shall be instituted only in courts of competent jurisdiction within Spokane County, Washington. 18. SEVERA.HILiTY. The PARTIES agree that if any parts, terms or provisions of this Lease Agreement are held by the courts to be illegal, the validity of the remaining portions or provisions shall not be affected and the rights and obligations of the PARTIES shall not be affected in regard to the remainder of the Lease Agreement. if it should appear that any part, term or provision of this Lease Agreement is in conflict with any statutory provision of the State of Washington, then the part, term or provision thereof that may be in conflict shall be deemed inoperative and null and void insofar as it may be in conflict therewith and this Lease Agreement shall be deemed to modify to conform to such statutory provision. 19. RECORDS. All public records prepared, owned, used or retained by the CiTY in conjunction with this Lease Agreement shall be deemed CiTY property and shall be made available to the COUNTY upon request by the COUNTY CEO subject to the attorney client and attorney work product privileges set forth in statute, court rule or case law. The CITY will notify the COUNTY of any public disclosure request under RCW 42.56 for copies or viewing of such records as well as the CiTY'S response thereto. 20. TIME OF ESSENCE FOR LEASE AGREEMENT. Time is of the essence for this Lease Agreement, and in case either Party fails to perform the obligations on its part to be performed at the time fixed for the performance of the respective obligation by the terms of this Lease Agreement, the other Party may, at its election, hold the other Party liable for all costs and damages caused by such delay. 21. UNCONTROLLABLE CIRCUMSTANCE/IMPOSSIBILITY OF PERFORMANCE. A delay or interruption in or failure of performance of all or any part of this Lease Agreement resulting from uncontrollable circumstances shall be deemed not a default under this Agreement. A delay or interruption in or failure of performance of all or any part of this Lease Agreement resulting from any change in or new law, order, rule or regulation of any nature which makes complying with the terms of this Agreement legally impossible, and any other circumstances beyond the control of the CITY Precinct Lease Agreement Page 7 of 8 • • which render legally impossible the performance by the CITY of its obligations under this Lease Agreement, shall be deemed not a default under this Lease Agreement. 22. NO WAIVER. No officer, employee, or agent of the C1i'Y or COUNTY has the power, right, or authority to waive any of the conditions or provisions of this Lease Agreement. No waiver of any breach of this Lease Agreement shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this Lease Agreement at law shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law. The failure of either Party to enforce, at any time, any of the provisions of this Lease Agreement or to require, at any time, performance by the other Party of any provisions shall not, in any way, affect the validity of this Lease Agreement or any part hereof, or the right of either Party to hereafter enforce each and every such provision. 23. SUPERSEDE CLAUSE. The Parties executed a document entitled "LEASE AGREEMENT (BETWEEN CITY OF SPOKANE VALLEY AND SPOKANE COUNTY R.EGAR.DING THE SPOKANE VALLEY PRECINCT BUILDING LOCATED AT 12710 EAST SPRAGUE, SPOKANE VALLEY" under Spokane County Resolution No. 2006-0584 and signed July 19, 2006 by David Mercier, City Manager. The execution of this Lease Agreement by the Parties, shall act as a termination of the above document and the provisions of this Lease Agreement shall supersede such document. DATED: /O BOARD OF COUN Y C MISSIONERS OF SPOKA tE ATTEST: CI f the Board Dante a Erickson DATED: q137 Christine Bainbridge, City Clerk APPROVED AS TO FORM ONLY: Office . J he City AM Precinct Lease Agreement ARK RICHA r:=> Chairman BONNIE MAGER, Vice -Chan 7)2t-e_Z4 TODD M:1EL KE, Commissioner ' s F SPOKANE VALLEY David Mercier, City Manager Page 8of8 ADDENDUM TO THE LEASE AGREEMENT BETWEEN CITY OF SPOKANE VALLEY AND SPOKANE COUNTY REGARDING THE SPOKANE VALLEY PRECINCT BUILDING LOCATED AT 12710 EAST SPRAGUE, SPOKANE VALLEY THIS ADDENDUM is made and entered into by and among the City of Spokane Valley (hereafter referred to as "City") and Spokane County (hereafter referred to as "County"), hereafter jointly referred to as the "Parties." WITNESSETH: WHEREAS, this Addendum applies to the "Lease Agreement", which is comprised collectively of the Lease Agreement Between City of Spokane Valley and Spokane County regarding the Spokane Valley Precinct Building located at 12710 East Sprague, Spokane Valley executed by the County under Resolution No. 07-0750, and the City under signature dated September 13, 2007; and the MEMORANDUM OF UNDERSTANDING" (the "Modification") executed by the County under Resolution No. 14-0799, and the City under signature dated September 24, 2014; and WHEREAS, the City is the owner of certain premises located at 12710 East Sprague Avenue, Spokane Valley, Washington, 99216, which is used as the Spokane Valley Precinct Building, and which primarily houses the City's contracted Law Enforcement Personnel; and WHEREAS, the Spokane County District Court presently utilizes a portion of the premises for adjudication of traffic infraction and small claims cases and the County also presently provides services to citizens in the unincorporated County from the Precinct Building; and WHEREAS, the Parties desire to make various modifications to the Lease Agreement, most substantively to extend the term length and to accurately reflect the County's current percentage occupancy of the Premises. NOW THEREFORE, for and in consideration of the mutual promises set forth hereinafter, and as provided for in the underlying document entitled Lease Agreement, the Parties do hereby agree as follows: 1. The second WHEREAS is modified as follows: WHEREAS, the City obtains police services from County and the Spokane County Sheriff through a separate Interlocal Agreement. Those police services are provided out of the Precinct Building, and currently comprise 56% 85% of the use of the Premises. 2. The third WHEREAS is modified as follows: WHEREAS, the Spokane County Sheriff also presently provides police services to citizens in the eastern part of unincorporated Spokane County from the Precinct Building. Additionally, Spokane County District Court presently utilizes a portion of the Premises for adjudication of traffic infractions and small claims cases. The uses by Spokane County currently comprise 44% 15% of the use of the Premises. 3. Section No. 1 PURPOSE is amended as follows: The purpose of this Lease Agreement is to set forth the PARTIES understanding regarding the terms and conditions under which the County may occupy a portion of the Premises. The County currently occupies 11% 15% of the Premises. 1 4. Section No. 3 CURRENT USE OF THE PREMISES is amended as follows: The City agrees to allow the County to use a portion of the Premises on a yearly basis. County currently uses 11% 15% of the Premises for various purposes including but not limited to use by the Spokane County Sheriff. The Parties anticipate that the County may continue to use up to 11% 15% of the Premises for criminal justice purposes or purposes not incompatible with criminal justice related purposesuntil December 31, 2017. 5. Section No. 5 TERM OF LEASE AGREEMENT is amended as follows: This Lease Agreement shall commence on January 1, 2018, and run through December 31, 2018. At the conclusion of the initial term, this Lease Agreement shall automatically be renewed from year to year thereafter effective January 1 through December 31.The Term of this Lease Agreement shall begin on September 1, 2007, and expire on December 31, 2017. In the event of a change in use of the Premises pursuant to Section 3, above, the term of the Lease Agreement may be modified. Either Party may terminate this Lease Agreement for any reason whatsoever upon 180 days written notice to the other Party, or as otherwise agreed in writing by the Parties. This 180 day requirement is in recognition of the need for advanced budgetary planning by both entities. 6. Section No. 6 LEASE PAYMENT is amended as follows: The base annual lease rate east for 2007 is $9.92 2017 is $11.57 per square foot. The Premises shall consist of 21,780 square feet for the purposes of calculating the lease rate and M&O rate. The County will be charged for their total square footage occupancy, currently 3,237 square feet. For each year thereafter, the lease rate shall be adjusted in an amount equal to the change in the Consumer Price Index (CPI) — All Urban Consumers. The change in the CPI will be calculated by taking the CPI average for the entire base year and comparing it to the CPI average for the subsequent year. For instance, the CPI average for 2446 2016 will be compared to the CPI average for the entire year of 2007 2017 and the percentage difference will be applied to the lease rate of 2007 2017 to determine the lease rate for 2008 2018. The CITY will bill the COUNTY for the cost of the lease payment as outlined, monthly, by the 15th of the month. Monthly payments will be calculated by dividing those annual costs set forth herein above by twelve (12). Payments by the County will be due by the 5th of the following month. The CITY, at its sole option, may change interest on any late payment calculated on any lost interest earning had the amount due been invested since the due date to the date of payment in the CITY'S investment pool. 7. Section No. 7, Paragraph No. 4, MAINTENANCE AND OPERATIONS COSTS is amended as follows: The City will provide maintenance of the Premises and charge the COUNTY for its proportionate use. The PARTIES agree that the estimated M&O will be based upon the City's budgeted M&O for the County's 11% 15% occupancy of the Premises. Monthly billings for 2 M&O will be determined by dividing that yearly amount by twelve. This formula will be used for each successive year in which this Lease Agreement is in effect. The CITY will bill the COUNTY for maintenance and operations costs by the 15th of the month. Monthly payments will be calculated by dividing those annual costs set forth herein above by twelve (12). Payments by the County will be due by the 5th of the following month. The CITY, at its sole option, may change interest on any late payment calculated on any lost interest earning had the amount due been invested since the due date to the date of payment in the CITY' S investment pool. 8. Section No. 12 NOTICES is amended as follows: All notices or other communications given hereunder shall be deemed given on: (i) the day such notices or other communications are received when sent by personal delivery; or (ii) the third day following the day on which the same have been mailed by first class delivery, postage prepaid addressed to the COUNTY or the CITY at the address set forth below for such Party, or at such other address as either Party shall from time -to -time designate by notice in writing to the other Party: COUNTY: Chairman of Board of County Commissioners or his/her authorized representative 1116 West Broadway Avenue Spokane, Washington 99260 CITY: City of Spokane Valley City Manager or his/her authorized representative 11707 East Sprague Avenue, Suite 106 Spokane Valley, Washington 99206 10210 East Sprague Avenue Spokane Valley, Washington 99206 9. Section No. 16 DISPUTE RESOLUTION is amended as follows: Any dispute between the PARTIES which cannot be resolved between the PARTIES shall be subject to arbitration. Except as provided for to the contrary herein, such dispute shall first be reduced to writing and considered by the COUNTY CEO and the CITY Manager. If the COUNTY CEO and the CITY Manager cannot resolve the dispute, it will be submitted to arbitration. The provisions of chapter RCW 7.04A shall be applicable to any arbitration proceeding. The County and the City shall have the right to designate one person each to act as an arbitrator. The two selected arbitrators shall then jointly select a third arbitrator. The decision of the arbitration panel shall be binding on the PARTIES and shall be subject to judicial review as provided for in chapter RCW 7.04A. The costs of the arbitration panel shall be equally split between the PARTIES. IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed on the date and year opposite their respective signatures. 3 DATED: BOARD OF COUNTY COMMISSIONERS OF SPOKANE COUNTY, WASHINGTON AL FRENCH, Chair ATTEST: JOSH KERNS, Vice -Chair Clerk of the Board MARY KUNEY, Commissioner DATED: CITY OF SPOKANE VALLEY ATTEST: Christine Bainbridge, City Clerk APPROVED AS TO FORM ONLY: Office of the City Attorney Mark Calhoun, City Manager 4 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (hereinafter "MOU") is entered into by and between the City of Spokane Valley (hereinafter "the City") and Spokane County (hereinafter "the County"), sometimes referred to jointly as "Parties". WITNESSETH; WHEREAS, the Parties executed a document entitled "LEASE AGREEMENT BETWEEN CITY OF SPOKANE VALLEY AND SPOKANE COUNTY REGARDING THE SPOKANE VALLEY PRECINCT BUILDING LOCATED AT 12710 EAST SPRAGUE, SPOKANE VALLEY" dated September 13, 2007 by the City and October 2, 2007 by the County, whereby the Parties reduced to writing their understanding regarding the terms and conditions under which the County may occupy portions of a building located at 12710 East Sprague Avenue, Spokane Valley, Washington, 99216 ("Premises"); and WHEREAS, Section 7 of the Lease Agreement is entitled "MAINTENANCE AND OPERATIONS COSTS". The Parties have determined that it is appropriate to clarify certain language in Section 7 consistent with the Parties understanding of that Section. NOW, THEREFORE, the following understanding is agreed upon: 1. Parties. The Parties to this MOU are the City of Spokane Valley and Spokane County. 2. Purpose, The purpose of this MOU is to clarify the intent of the Parties as to certain terms and conditions set forth in that document entitled "LEASE AGREEMENT BETWEEN CITY OF SPOKANE VALLEY AND SPOKANE COUNTY REGARDING THE SPOKANE VALLEY PRECINCT BUILDING LOCATED AT 12710 EAST SPRAGUE, SPOKANE VALLEY" ("the Lease Agreement") dated September 13, 2007 by the City and October 2, 2007 by the County. 3. Terms of the Memorandum of Understanding. The following costs, benefitting only the Spokane Valley Police Department, shall be excluded from the base costs used in the calculation of the County's share of Precinct maintenance and operation ("M&O"). (a) Capital: If the capital costs incurred in the Premises only benefits the Spokane Valley Police Department area, then City shall assume 100% of those costs. This includes, for example, the construction of the Spokane Valley Police Department's Administrative Lieutenant's Office, as well as the Spokane Valley Police Department's cubicle installation. If capital costs incurred in the Premises only benefits District Court, then County would be charged at 100% of cost. If capital costs, however, are shared for the Premises, then costs would be included in the base costs and charged to the County at its current percentage occupancy of the Premises, which is currently 15%. Page 1 of 3 ao1L-I8q (b) Precinct Maintenance and Operations: All Precinct maintenance costs that are uniquely specific to the Spokane Valley Police Department areas shall be excluded from the base costs used to determine County's share of the M&O. This would include such items as service calls/repairs to the police garage gate mechanism. The intent of this clarification would be to remove those expenses that do not have a similar use in the Court or other shared areas. (c) City Maintenance Staff time: City will not track its maintenance staff time, and corresponding staff costs, incurred on maintenance projects specific to the Party benefitting from the project. Instead staff time costs for maintenance projects will be considered as a cost allocable based upon square footage charges allocated to all occupants of the Premises. The reasons for this clarification are: (1) this maintenance is mostly carried out on projects that would be considered building -wide in nature or, if occurring in the Spokane Valley Police Department one year, would inevitably occur in the other areas at other times due to similar uses. An example is patching of a wall or repairing a door in the Court and/or Spokane Valley Police Department areas; (2) the costs incurred by City staff in such maintenance projects is minimal; (3) the County allocates similar facilities maintenance based on square footage; and (4) typically, capital projects are performed by contractors. 4. Other Provisions of Lease Agreement Remain Unchanged. All remaining provisions of the Lease Agreement are unaffected by this MOU and continue in full force and effect. 5. Effective Date. This MOU shall be in effect the day following the date the last signature is affixed hereto and govern the 2013 settle and adjust and all subsequent years of the Lease Agreement. IN WITNESS WHEREOF, the Parties have caused this MOU to be executed on date and year opposite their respective signatures. Page 2 of 3 DATED: I Q ' i t4- /4 ATTEST: Clerk of the Board Ve0qUQ1 Daniela Erickson 6 4-10v16161LLY BOARD OF COUNTY COMMISSIONERS OF SPOT ANE COUNTY, WASH vGTON �. 4/ AL FRENCH, hair TODD MIELKE, Vice -Chair DATED: \./o2W .Z51j 20 stifle Bainbridge, City Cl APPROVE r , TO FORM ONLY: Offic f the City orney Page 3 of 3 Commissioner CITY OF SPOKANE VALLEY Cagb-u*,-- e_pkirr NO. JLj-01gc BEFORE THE BOARD OF COUNTY COMMISSIONERS OF SPOKANE COUNTY, WASHINGTON IN THE MAI"1'ER OF EXECUTING A MEMORANDUM OF UNDERSTANDING WITH THE CITY OF SPOKANE VALLEY REGARDING THE LEASE AGGREEMENT FOR THE SPOKANE VALLEY PRECINCT BUILDING RESOLUTION WHEREAS, pursuant to the provisions of RCW 36.32.120(6), the Board of County Commissioners of Spokane County, Washington ("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 36.32.120(1), the Board of County Commissioners shall provide for the erection of court houses and other public buildings for the use of the County; and WHEREAS, pursuant to the provisions of chapter 39.34 RCW, two or more public entities may jointly contact between each other to perform functions which each may individual perform; and WHEREAS, pursuant to the above reference statutory provisions, the County executed an agreement with the City of Spokane Valley ("Parties") entitled "LEASE AGREEMENT BETWEEN CITY OF SPOKANE VALLEY AND SPOKANE COUNTY REGARDING THE SPOKANE VALLEY PRECINCT BUILDING LOCATED AT 12710 EAST SPRAGUE, SPOKANE VALLEY" ("Lease Agreement") whereby the Parties reduced to writing their understanding regarding the terms and conditions under which the County may occupy portions of a building located at 12710 East Sprague Avenue, Spokane Valley, Washington, 99216 ("Premises"); and WHEREAS, the Parties desire to execute a Memorandum of Understanding to clarify the intent of the Parties as to certain terms and conditions set forth in Lease Agreement. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Spokane County, Washington, pursuant to the provisions of RCW 36.32.120(1), RCW 36.32.120(6), and chapter 39,34 RCW that either the chairperson of the Board or a majority of the Board be and is hereby authorized to execute that document entitled "MEMORANDUM OF UDNERSTANDING" wherein the County and City of Spokane Valley will clarify their intent as to certain terms and conditions set forth in that document entitled "LEASE AGREEMENT BETWEEN CITY OF SPOKANE VALLEY AND SPOKANE COUNTY REGARDING THE SPOKANE VALLEY PRECINCT BUILDING LOCATED AT 12710 EAST SPRAGUE, SPOKANE VALLEY". Page 1 of 2 ATTEST: PASSED AND ADOPTED this f y ay of 0000-e--- —, 2014. Daniela Erickson, Cler1Vof o the ?bardY 0UINN, Commissioner BOARD OF COUNTY COMMISSIONERS OF ie. NE CO TY, WASHIN ON ier AL FRENC , SRIP TDD ELL 1 Vice Chair frZ Page 2 of 2 CITY OF SPOKANE VALLEY Request for Council Action Meeting Date: December 5, 2017 Check all that apply: ❑ consent ❑ old business ❑ information ® admin. report Department Director Approval: ❑ ❑ new business ❑ public hearing ❑ pending legislation ❑ executive session AGENDA ITEM TITLE: Intergovernmental Agreement for Commute Trip Reduction GOVERNING LEGISLATION: RCW 70.94 PREVIOUS COUNCIL ACTION TAKEN: The Council authorized the City Manager to execute interlocal agreement 011-146 on September 13, 2011, agreement C13-155 on August 27, 2013, and agreement C15-151, on December 29, 2015. BACKGROUND: The attached interlocal agreement is between Spokane County and the City of Spokane Valley. The agreement allows the Spokane County Commute Trip Reduction (CTR) department to retain the City's state -issued CTR funds in return for developing, implementing, and administering CTR plans and ordinances for all affected employers within the City of Spokane Valley. The CTR Law was passed by the State legislature in 1991 to address traffic congestion, air pollution and petroleum fuel consumption. The CTR Efficiency Act was passed in 2006 requiring local governments in urban areas with traffic congestion to develop programs that reduce drive -alone trips and vehicle miles travelled per capita. All employers with one hundred or more full time employees are required to implement CTR programs and make good faith efforts to achieving goals for reducing single -occupant vehicle trips. There are 18 affected employers in Spokane Valley. This agreement replaces the previous agreement, C15-151, which expired on June 30, 2017. The agreement is for two years and expires on June 30, 2019. The agreement aligns with the state budget cycle but each new agreement comes out a few months after the previous cycle has ended. The County continues to provide services through the interim period. There are no substantive changes from the previous agreement. The legal department has reviewed the agreement. OPTIONS: 1.) Authorize the City Manager to execute the agreement; 2.) request changes or more information; 3.) Have the City assume responsibility for overseeing the CTR programs for all affected employers in the City. RECOMMENDED ACTION OR MOTION: Consensus to move forward to motion consideration on December 12, 2017. BUDGET/FINANCIAL IMPACTS: The County would retain the City's state -appropriated funds of $63,519.30. If the agreement is not approved the City would have to dedicate these funds to the CTR program and administer the CTR programs of all 18 affected employers in Spokane Valley. STAFF CONTACT: Morgan Koudelka, Senior Administrative Analyst ATTACHMENTS: Interlocal Agreement DRAFT INTERGOVERNMENTAL AGREEMENT Between Spokane County and the City of Spokane Valley Regarding Commute Trip Reduction Implementation THIS AGREEMENT, made and entered into by and between the City of Spokane Valley, a municipal corporation of the State of Washington, having offices for the transaction of business at 10210 E. Sprague Ave, Spokane Valley, WA, 99206, hereinafter referred to as the "City" and Spokane County, a political subdivision of the State of Washington, having offices for the transaction of business at West 1026 Broadway Avenue, Spokane, Washington, 99260, hereinafter referred to as the "County," jointly hereinafter referred to as the "Parties." WITNESSETH WHEREAS, the Washington State Legislature has adopted legislation codified in RCW 70.94.521 through 555, the purpose of which is to improve air quality, improve transportation system efficiency and reduce the consumption of petroleum fuels through employer -based programs that encourage the use of alternatives to the single occupant vehicle for commute trips and reduce vehicle miles traveled (VMT); and WHEREAS, RCW 70.94.527 requires counties containing urban growth areas and cities and towns with "major employers," that are located within urban growth areas with a state highway segment exceeding the threshold of one hundred person hours of delay or jurisdictions that are located in contiguous urban growth areas, or are within an urban growth area with a population greater than seventy thousand people that adopted an ordinance before the year 2000 or jurisdictions that are located in contiguous urban growth areas, or contain a major employment installation in an affected county to develop ordinances, plans and programs to reduce Vehicle Miles Traveled (VMT) and Single Occupant Vehicle (SOV) commute trips, and thereby reduce vehicle -related air pollution, traffic congestion and energy use, and WHEREAS, the County and each affected city within Spokane County have adopted Commute Trip Reduction Ordinances and must implement a Commute Trip Reduction (CTR) Plan for all major employers; and WHEREAS, the Washington State Department of Transportation (WSDOT) Public Transportation Division is responsible for administering funds on behalf of the state Legislature and is desirous of making available to Spokane County certain funds and requiring Spokane County to enter into agreements through the Interlocal Cooperation Act or by Resolution or Ordinance as appropriate with other jurisdictions, local transit agencies, or regional transportation planning organizations to coordinate the development, implementation and administration of CTR Plans and Ordinances as described in RCW 70.94.521-555. WHEREAS, Spokane County has entered into an agreement with WSDOT under Agreement No. GCB2761, hereinafter referred to as "WSDOT Agreement," pursuant to which Spokane County is eligible to receive a reimbursable amount of funds which the County will distribute to itself and cities to implement and administer CTR Plans and Ordinances; and Page 1 of 11 — Commute Trip Reduction Interlocal Agreement DRAFT WHEREAS, Spokane County has allocated $63,519.30 to the City from the Agreement No. GCB2761 which the City is now desirous of making available to the County to perform those tasks which are the responsibility of the City. NOW, THEREFORE, for and in consideration of the mutual promises set forth hereinafter, and as authorized under chapter RCW 70.94.527 (5), the parties hereto do mutually agree as follows: Section 1: PURPOSE The County has entered into a WSDOT Agreement with WSDOT under which it will receive $367,001 for two years. This funding is to be allocated to the County and cities within Spokane County for their use in the implementation and administration of their CTR Plans and Ordinances. The County, based upon an allocation formula established by the WSDOT, has determined that the City shall receive $63,519.30 from the WSDOT Agreement from which it shall perform certain tasks. The City agrees to its proportionate share of the monies made available to the County in the WSDOT Agreement and agrees to allow Spokane County to retain its proportionate share in consideration of the County performing those tasks as more particularly set forth in "Attachment A" attached hereto and incorporated herein by reference. In conjunction with allowing the County to retain its proportionate share of monies, the City will execute any and all necessary documents which may be required by WSDOT. It is understood by the parties hereto, that in order for the County to perform those tasks as set forth in Attachment "A" for the City, the City must perform certain tasks. Attached hereto as Attachment "B" and incorporated herein by reference, is a listing of tasks which the City agrees to perform in conjunction with the County performing those tasks set forth in Attachment "A." Section 2: DURATION The County agrees to provide those tasks set forth in Section 1 and complete performing such tasks on or before June 30, 2019. Section 3: TERMINATION The parties agree that this Agreement may be terminated by either party for material breach of any provision set forth herein, upon ninety (90) days advance written notice to the other party at the address set forth hereinabove. Provided, however, the parties agree that any notification of termination shall set forth the specific provision(s) for which such notification is being provided and additionally, advise that if such default is cured within such ninety (90) day time frame, said termination notification shall be of no force and effect. In the event of termination, the County agrees to provide to the City all written documentation which it has completed to the date of termination under the terms of this Agreement. Additionally, the County agrees to return to the City that portion of the monies set forth in Section 1 hereinabove, which has not been expended by the county, prior to the date of termination, on the City's behalf in providing those tasks as set forth in Attachment "A." Page 2 of 11 — Commute Trip Reduction Interlocal Agreement DRAFT Provided, further, the parties recognize that the WSDOT in Agreement No. GCB2761, has retained the right to unilaterally terminate all or a part of such contract if there is a reduction of funds from the funding source. Accordingly, in the event that the WSDOT terminates all or part of the WSDOT Agreement with Spokane County, and such action affects the allocation of funds by the County to the City herein, and/or modifies the tasks to be performed hereunder, the parties will immediately meet to renegotiate the provisions of this Agreement. Section 4: DESIGNATION OF ADMINISTRATOR The County hereby designated Ms. LeAnn M. Yamamoto, the Spokane County Transportation Demand Management Manager, as its designee for the purpose of administering and coordinating the County's responsibilities under the terms of this Agreement. Section 5: ACQUISITION/DISPOSITION OF PROPERTY The parties hereto agree that any real or personal property acquired by the County with those monies made available to the County by the City under Section 1 hereinabove shall be and remain the sole property of the County upon acquisition and/or termination of this Agreement. Section 6: COMPLIANCE WITH LAWS The County agrees to observe all applicable federal, state and local laws, ordinances and regulations including, but no necessarily limited to, the Americans with Disabilities Act and chapter 49.60 RCW, to the extent that they may have any bearing on performing those tasks for the City as set forth in Section 1 hereinabove. Additionally, the County agrees to comply with all applicable funding audit requirements of WSDOT in conjunction with performing those tasks for the City. The County agrees to make available to the City or its duly authorized representative during normal County business hours and all records which it has kept in conjunction with providing those services for the City as set forth herein above. Section 7: NOTICES All notices or other communications given under this Agreement shall be considered given on the day such notices or other communications are received when sent by personal delivery; or the third day following the day on which the notice or communication has been mailed by certified mail delivery, receipt requested and postage prepaid addressed to the other Party at the address set forth below, or at such other address as the Parties shall from time -to -time designate by notice in writing to the other Party: CITY: City Clerk City of Spokane Valley 10210 E. Sprague Ave Spokane Valley, WA, 99206 Page 3 of 11 — Commute Trip Reduction Interlocal Agreement DRAFT COUNTY: Board of County Commissioners Spokane County Courthouse 1116 West Broadway Avenue Spokane, Washington 99260 Section 8: HEADINGS The section headings in this Agreement have been inserted solely for the purpose of convenience and ready reference. In no way do they purport to, and shall not be deemed to, define, limit or extend the scope or intent of the sections to which they appertain. Section 9: MODIFICATION No modification or amendment of this Agreement shall be valid until the same is reduced to writing and executed with the same formalities as this present Agreement. Section 10: ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the Parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties hereto. The City has read and understands all of this Agreement, and now states that no representation, promise or agreement not expressed in this Agreement has been made to induce the City to execute the same. Section 11: LIABILITY The County shall indemnify, defend and hold harmless the City, its officers 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 duty to indemnify shall not apply to loss or liability caused by the intentional or negligent acts of the City, its officers and employees. The City shall indemnify, defend and hold harmless the County, its officers and employees from all claims, demands, or suits in 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 shall not apply to loss or liability caused by the intentional or negligent acts of the County, its officers 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 Party, the Party directing and controlling the officer or employee in the activity and/or Page 4 of 11 — Commute Trip Reduction Interlocal Agreement DRAFT omission giving rise to liability shall accept all liability for the other Party's officer or employee's negligence. 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. The Parties have specifically negotiated this provision. Section 12: ANTI -KICKBACK No officer or employee of the City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in the Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from or to any person involved in the Agreement. Section 13: VENUE STIPULATION This Agreement has been and shall be construed as having been made and delivered within the State of Washington. This Agreement shall be governed by the laws of the State of Washington both as to interpretation and performance. Any action at law, suit in equity or judicial proceeding for the enforcement of this Agreement, or any of its provisions, shall be instituted only in courts of competent jurisdiction within Spokane County, Washington. Section 14: COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same. Section 15: SEVERABILITY If any parts, terms or provisions of this Agreement are held by the courts to be illegal, the validity of the remaining portions or provisions shall not be affected and the rights and obligations of the Parties shall not be affected in regard to the remainder of the Agreement. If it should appear that any part, term or provision of this Agreement is in conflict with any statutory provision of the State of Washington, then the part, term or provision thereof that may be in conflict shall be deemed inoperative and null and void insofar as it may be in conflict therewith and this Agreement shall be deemed to modify to conform to such statutory provision. Section 16: RCW 39.34 REQUIRED CLAUSES A. PURPOSE: See Section 1. B. DURATION: See Section 2. Page 5 of 11 — Commute Trip Reduction Interlocal Agreement DRAFT C. ORGANIZATION OF SEPARATE ENTITY AND ITS POWERS: No new or separate legal or administrative entity is created to administer the provisions of this Agreement. D. RESPONSIBILITIES OF THE PARTIES: See Agreement provisions. E. AGREEMENT TO BE FILED: The City shall file this Agreement with its City Clerk. The County shall file this Agreement with its County Auditor or place it on its web site or other electronically retrievable public source. F. FINANCING: See Section 1. G. TERMINATION: See Section 3. H. PROPERTY UPON TERMINATION: See Section 5. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year as noted below. CITY OF SPOKANE VALLEY BOARD OF COUNTY COMMISSIONERS OF SPOKANE COUNTY, WASHINGTON Mark Calhoun, City Manager Date: Approved by: Office of the City Attorney Chair Date: Vice Chair Date: Commissioner Date: ATTEST: ATTEST: Christine Bainbridge, City Clerk Ginna Vasquez, Clerk of the Board Page 6 of 11 — Commute Trip Reduction Interlocal Agreement DRAFT Exhibit I Funding Allocation Methodology RCW 70.94.544 authorizes the CTR Board to determine the allocation of program funds made available for the purpose of implementing CTR plans. The funding allocated for local implementation of CTR activities in July 1, 2017 through June 30, 2019 is based on the decision taken by the CTR Board at its June 19, 2017 meeting. At that meeting, the CTR board passed a motion to continue the existing funding policy and grant the same allocation from the previous biennium to implementers in the 2017-2019 biennial allocation. Page 7 of 11 — Commute Trip Reduction Interlocal Agreement DRAFT ATTACHMENT "A" STATEMENT OF WORK The County will: 1. Promote consistency within all affected local government jurisdictions within Spokane County, while serving the City's specific needs. 2. Maintain and administer the City's CTR Ordinances and Plan. 3. Employ a full-time Transportation Demand Management Manager to administer the County's and City's CTR Plans and Ordinances. 4. Take reasonable measures to identify and notify all affected employers within the City. 5. Assist each affected employer within the City in preparing a program and promoting the principles of Transportation Demand Management (TDM) with the employer's employees. 6. Maintain an appeals process consistent with RCW 70.94.537(2)(e) by which major employers, who as a result of special characteristics of their business or its locations would be unable to meet the requirements of a commute trip reduction plan, may obtain a waiver or modification of those requirements and criteria for determining eligibility for waiver or modification. Within 30 days from the date of approval, submit to WSDOT the name and employer identification code for any worksite that has been granted an exemption. Include information about the duration of all exemptions and information on the type of modification granted. 7 Submit to WSDOT periodic progress reports summarizing the overall CTR implementation costs incurred by the County and shall be reported in a format provided by WSDOT. 8. Provide WSDOT with a public hearing notice and copies of any proposed amendments to the CTR ordinance, plan, and/or administrative guidelines within the first week of the public review period and final copies of all actions within one (1) month of adoption. 9. Coordinate and administer baseline and measurement CTR employer surveys. Provide employer survey assistance, training and state -supplied survey forms. 10. Notify WSDOT prior to sending any surveys to University of Washington for processing. The notification must include the name of the worksite, employer identification code and type of survey for each survey being submitted for processing. The notification shall be submitted as an electronic spreadsheet via electronic mail. The County agrees to wait for confirmation from WSDOT prior to sending or delivering the surveys for processing. Page 8 of 11 — Commute Trip Reduction Interlocal Agreement DRAFT 11. Provide WSDOT with updated lists of affected worksites and jurisdiction contacts on a periodic basis or as requested by WSDOT. These updates will be submitted electronically in a format specified by WSDOT. 12. Continue to monitor the programs of each of the affected employers in the City to determine compliance with the CTR Ordinance and Plan. Complete annual review of employer CTR programs including a determination as to whether the employer is acting in good faith to meet the goals established by the CTR Law. 13. Provide on-going support to all employer designated Employee Transportation Coordinators (ETCs) and assist ETCs in facilitating regular employer networking opportunities and obtaining information necessary to perform their duties including information materials that explain a range of measures and activities to encourage employee use of commute alternatives. 14. Market available services to affected employers to assist in accomplishing CTR goals. 15. Work collaboratively with and provide technical guidance and support to employers in developing successful CTR programs. 16. Conduct at least one Basic ETC Training Course per year, using WSDOT-provided ETC Handbook and other training materials reviewed and approved by WSDOT. 17. Provide employers with written information on basic requirements of the CTR ordinance and goals set forth in approved CTR plans. 18. Attend transportation or health/benefits fairs at affected employer worksites to encourage high -occupancy vehicle commuting and promote the employer's CTR program. 19. Design, construct and distribute worksite Commuting Options Boards. Provide professional materials such as brochures, flyers, posters, newsletters, clip art and other tools to assist employer implementation of worksite CTR programs. 20. Provide all affected employers with the WSDOT-approved "Program Description & Employer Annual Report" form. Ensure completed reports are submitted by affected employers to meet applicable deadlines. 21. Submit to WSDOT periodic invoices along with progress reports that accurately assess the progress made by County, on behalf of City, in implementing RCW 70.94.521-555. Report contents include: a. Detailed summary of CTR events and projects, including implementation assistance provided to affected employers within the City; b. Actual total CTR expenditures used by the County for all state CTR funds expended by the County during the previous quarter for the purpose of CTR implementation using WSDOT pre -approved format; Page 9 of 11 — Commute Trip Reduction Interlocal Agreement DRAFT c. Updated list of affected employers and worksites (electronic); d. Total number of worksites by jurisdiction; e. List of sites which have applied for exemptions or modifications; 22. Establish and maintain books, records, documents and other evidence and accounting procedures and practices sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred solely for the performance of this Agreement. Establish and maintain a separate "CTR Account" within Spokane County along with supporting documentation such as payroll and time records, invoices, contracts, vouchers or products proving in proper detail the nature and propriety of the charges. 23. Participate in local implementation of statewide CTR public awareness and recognition programs developed by WSDOT. 24. Offer recommendations to the City for policies on parking and site design which will encourage the use of alternative transportation modes. 25. Encourage employers to develop site designs and improvements to office and industrial sites that promote the use of alternative transportation modes. 26. Assist WSDOT with CTR evaluation. 27. Serve as liaison between WSDOT and cities, towns, transit agencies and regional transportation planning organizations for the purpose of RCW 70.94.521-555. 28. Continue applying for funding opportunities to further encourage the use of commute alternatives. Page 10 of 11 — Commute Trip Reduction Interlocal Agreement DRAFT ATTACHMENT "B" STATEMENT OF WORK The City will: 1. Provide Spokane County with copies of any proposed amendments to the CTR Plan and Ordinance. 2. Provide Spokane County with copies of any CTR -related amendments to parking ordinances prior to public review. 3. Develop, implement and maintain its own CTR Program as an affected employer or as otherwise specified in the CTR Board Guidelines or RCW 70.94.521-555. 4. Reimburse the County for the services provided by this Agreement in an amount equal to the City's share of the CTR funding as provided in RCW 70.94.544. Page 11 of 11 — Commute Trip Reduction Interlocal Agreement CITY OF SPOKANE VALLEY Request for Council Action Meeting Date: December 5, 2017 Check all that apply: ❑ consent ❑ old business ❑ information ® admin. report Department Director Approval: ❑ new business ❑ public hearing ❑ pending legislation ❑ executive session AGENDA ITEM TITLE: Administrative Report: Approval of Solid Waste Drop -Box Collection Services Contracts with Sunshine and Waste Management PREVIOUS COUNCIL ACTION TAKEN: Administrative Report March 29, 2016, May 31, 2016, August 30, 2016, September 13, 2016, and October 4, 2016. On October 4, 2016, City Council gave consensus for staff to release the RFP with changes as directed. On February 14, 2017, City Council received a report on the next steps for the RFP selection process. On March 7, 2017, City Council received a report on the initial rate, alternatives, and contract modification results. On April 4, 2017, City Council selected Waste Management to provide solid waste collection, recycling, and compostable services under an exclusive contract, and selected Waste Management, Sunshine, and Waste Connections to provide drop -box collection services under non-exclusive contracts. On May 23, 2017, City Council approved the contract with Waste Management for solid waste collection, recycling, and compostable services and authorized its execution. BACKGROUND: On November 17, 2014, the City entered into contracts for solid waste collection services with Waste Management of Washington, Inc. (Waste Management) and Sunshine Disposal, Inc. (Sunshine) to cancel their G -Certificates, extinguish any remaining rights to "measurable damages," and to allow the City to fully assume control of solid waste collection. These contracts maintain the prior services provided by Waste Management and Sunshine under their G -Certificates and terminate on March 31, 2018. Beginning in early 2016, the City undertook an extensive process to procure long-term solid waste collection services to commence after the current contracts terminate. This competitive request for proposals process has allowed the City to obtain some additional services (described in more detail below) along with lower competitive rates, while still maintaining conformity with the City's adopted Solid Waste Management Plan. At the April 4, 2017 meeting, staff reviewed the scoring and recommendation for the three responsive haulers. After discussion, City Council voted to add two alternatives to the contract: require all subscribers to use hauler -provided carts, resulting in a savings in rates;, and include the alternative for an annual one time on-call bulky item pick-up option for subscribers, resulting in a minor addition to the rates, though overall rates are still lower than current rates. City Council also voted to select Waste Management to provide solid waste, recycling, and compostable collection for single-family residential, multifamily residential, and commercial services under an exclusive contract. Further, City Council voted to select Waste Management, Sunshine, and Waste Connections to provide drop -box services under three non-exclusive contracts. Finally, as part of its votes, City Council authorized the City Manager to finalize contracts with the selected haulers and to bring the final contracts back for City Council approval. On May 23, 2017, City Council considered and approved the final exclusive contract to provide solid waste, recycling, and compostable collection for single-family residential, multifamily residential, and commercial services with Waste Management. That contract contains the main Page 1 1 portion of solid waste services within the City, including all single-family residential, multifamily residential, and commercial subscription solid waste, recycling, and compostable services. It included the two alternatives selected by City Council: Alternative one: Universal carts. Under this alternative, the Contractor will provide all single-family and commercial can customers a wheeled cart to use instead of cans. Alternative three: On-call household clean-up. This alternative provides for customers to receive an annual removal of (1) one cubic yard of garbage weighing not more than 65 pounds and (2) two large bulky items (such as appliances, couches, mattresses etc.) as part of their garbage subscription. It also includes an administrative fee of 1.0%. The administrative fee is included in all services under this contract. It is embedded in the fees on customer invoices and is used by the City for management of solid waste, including management and administration of the contract. Since May 23, 2017, the City has been working to finalize the non-exclusive contracts for drop - box, or also called roll -off, solid waste services with Sunshine, Waste Connections, and Waste Management. Initially, Waste Connections notified the City that since it did not have established operations already existing, it did not believe it was cost effective for them to begin services at this point for the smaller revenue value drop -box contract. Thus, the City continued working with Sunshine and Waste Management to finalize the drop -box contract. This process took more time than anticipated because the original contract was set up for comprehensive solid waste, recycling, and compostable services and had to be modified substantially to fit drop -box services. Drop -box services involve much more basic types of collection service. Generally, there are a limited number of sizes of drop boxes ranging from 10 to 40 cubic yards in size. These are provided to customers upon request and are generally removed upon request, although some customers do have recurring pick-ups. Drop off and pick-up of a drop box occurs with one truck, as it uses a winch to roll the box onto the back of the truck. Thus, each truck must drop its current load before it can service any other customers. Many of the customer service requirements that are necessary for residential subscription services do not exist with drop -box services. Thus, staff and the selected providers have worked extensively to pare down the contract to fit the nature of drop -box services. Further, just as occurred in the primary contract with Waste Management, there were a number of technical, minor operational, and rate details that were worked out to ensure smooth operations during the term of the contract. The City and Sunshine and City and Waste Management have come to agreement on a final contract and staff is now presenting the final non-exclusive contracts with Sunshine and Waste Management for comprehensive solid waste drop box collection services for City Council approval. The final contracts reflect the general terms of the draft distributed as part of the RFP, including: • Ten-year term, with two optional two-year renewals. • Timely and complete drop box service for sizes ranging from 10 cubic yards to 40 cubic yards. • Multifamily recycling offered to any multifamily unit that is primarily served by drop box solid waste service. Page 1 2 • Customer service and reporting requirements. • Set rates with a known annual escalator that is limited to 90% of CPI. Rates also are a "cap" that cannot be exceeded, but haulers may offer lower rates. The primary changes from the draft distributed as part of the RFP are as follows: • Separated drop -box services into separate non-exclusive contracts. This required removal of a number of sections related to single family and multifamily solid waste services, compostable services, single-family recycling services, and commercial services. The City worked with both haulers to prepare two contracts that are substantially the same for continuity of services amongst the providers and for ease of management from the City side. • Removed vehicle age requirement and added requirement for maintenance reporting that must be available upon request. Further, vehicles that are not presentable, in safe operating condition, are not washed, or that are leaking may be required to be removed until they are brought up to the required condition. • Clarifying that pursuant to the Spokane Valley Solid Waste Management Plan, multifamily recycling is an optional fee-based service available where applicable. There are a few existing instances where multifamily complexes use drop boxes as their primary garbage service. Thus, since the RFP option was for the status quo arrangement, this allowance has been retained. However, in the event a multifamily complex uses drop boxes as its main garbage service, it must be given information and encouraged to recycle. As in the main contract, multifamily recycling is not required. • Incorporated each hauler's company details, such as company name, notification information, etc. throughout the contract. • Incorporated all changes that were accepted during the RFP open period pursuant to distributed addenda. • Incorporated minor grammatical and definitional changes for consistency throughout the contract. • Incorporated minor operational changes. These changes conform to current Hauler practices and do not change the substance of the contract, but will assist with operational efficiencies. Examples include allowing containers to be of the currently used colors rather than requiring them to be gray and allowing for customer notification via phone or other methods at contractor's choosing. • Setting the City's contract administration fee at 0.0%, but allowing for it to be increased in the future in the event the City determines it is necessary. Currently, staff determined that the revenue received from an administrative fee on drop box services would not justify the staff time and resources necessary to collect and administer it. Staff will come forward with a motion consideration on December 12, 2017 for City Council to approve the contracts with Sunshine and Waste Management for Solid Waste Drop Box Collection Services. Upon execution of the drop box contracts, the City will completely be managing solid waste collection. Staff will continue working with the new contracted haulers in implementing the Page 1 3 contracts and preparing for the contract start date on April 1, 2018. As part of that process, staff will work with the contracted haulers to review the City's options, such as code amendments or other enforcement options, for ensuring that only contracted haulers are allowed to provide solid waste collection services within the City in order to keep the rates low through the period of the contract. OPTIONS: Discussion RECOMMENDED ACTION OR MOTION: N/A. BUDGET/FINANCIAL IMPACTS: Staff time for administration and management of the solid waste collection contract; collection of an administrative fee on the main solid waste, recycling, and compostables contract to cover staff costs and assist with management of solid waste within the City. City has contracted with Epicenter Services, LLC, to assist with the competitive procurement process. The contract provides for the City to pay Epicenter up to $47,500 for services. Costs for the consultant will be reimbursed from the City's solid waste administrative fee in the main solid waste, recycling, and compostables Waste Management contract. STAFF CONTACT: Morgan Koudelka, Senior Administrative Analyst; Henry Allen, Engineer - Development; Erik Lamb, Deputy City Attorney ATTACHMENTS: Proposed Contract with Sunshine Recyclers Inc. for Comprehensive Drop -box Container Collection Services. Proposed Contract with Waste Management for Comprehensive Drop -box Container Collection Services. Page 1 4 Comprehensive Drop -box Container Collection Contract City of Spokane Valley And Sunshine Recyclers Enc. (dba Sunshine Disposal & Recycling) April 1, 2018 — March 31, 2028 Comprehensive Drop -box Container Collection Contract Table of Contents RECITALS 1 AGREEMENT 1 DEFINITIONS 2 2. CONTRACTOR REPRESENTATIONS AND WARRANTIES 5 3. SCOPE OF WORK 6 3.1 GENERAL COLLECTION SYSTEM REQUIREMENTS 6 3.1.1 City Service Areo 6 3.1.2 Annexation 6 3.1.3 Service to Customers on Private Roads and Driveways 7 3.1.4 Hours/Days of Collection 7 3.1.5 Employee Conduct 8 3.1.6 Holiday Schedules 8 3.1.7lnclement Weather 8 3.1.8 Suspending Collection from Problem Customers 9 3.1.9 Missed Collections 9 3.1.10 Requirement to Recycle; Maintaining Quality Assurance Through Monitoring 9 3.1.11 Vehicle and Equipment Type/Condition/Use 10 3.1.12 Container Requirements and Ownership 11 3.1.12.1 Recyclables Carts for Multifamily Complex Customers 11 3.1.12.2 Detachable Containers and Drop -box Containers 12 3.1.12.3 Ownership 13 3.1.12.4 Container Colors and Labeling 13 3.1.12.5 Container Weights 13 3.1.12.6 Container Removal Upon City or Customer Request 14 3.1.12.7 Container Placement 1.4 3.1.13 inventory of Equipment, Vehicles, Facilities and Containers 14 3.1.14 Spillage 14 3.1.15 Disruption Due to Construction 15 3.1.16 Contractor Planning and Performance Under Labor Disruption 15 3.1.17 Site Planning and Building Design Review 16 3.1.18 Safeguarding Public and Private Facilities 17 3.1.19 Transition and implementation of Contract 17 3.1.20 Performance Review 17 3.1.21 Continual Monitoring and Evaluation of Operations 18 3.1.22 Collection/Disposal Restrictions 18 3.1.23 Emergency Response 19 3.2 COLLECTION SERVICES 19 3.2.1 Multifamily Complex Recyclables Collection 19 3.2.1.1 Subject Materials 19 3.2.1.2 Containers 19 3.2.1.3 Specific Collection Requirements 19 3.2.2 Drop -Box Container Garbage Collection 20 3.2.2.1 Subject Materials 20 3.2.2.2 Containers 20 3.2.2.3 Specific Collection Requirements 20 3.2.3 Temporary (Non -Event) Container Customers 20 3.2.4 Excluded Services 20 3.3 COLLECTION SUPPORT AND MANAGEMENT 21 3.3.1 General Customer Service 21 3.3.2 Specific Customer Service Requirements 21 3.3.2.1 Customer Service Representative Staffing 21 3.32.2 City Customer Service 21 3.3.2.3 Service Recipient Complaints and Requests 22 3.32.4 Handling of Customer Calls 22 3.32.5 Corrective Measures 22 3.32.6 Contractor Internet Website 23 3.3.2.7 Full Knowledge of Garbage and Recyclables Programs Required 23 3.3.2.8 Customer Communications 24 3.3.3 Customer Billing Responsibilities 24 3.3.4 Reporting 25 3.3.4.1 Annual Reports 26 3.3.4.2 Ad Hoc Reports 26 3.3.4.3 Other Reports 27 3.3.5 Promotion and Education 27 3.3.6 Transition to Next Contractor 27 4. COMPENSATION 28 4.1 COMPENSATION TO THE CONTRACTOR 28 4.1.1 Rates 28 4.1.2 Itemization on Invoices 28 4.2 COMPENSATION TO THE CITY 29 4.3 COMPENSATION ADJUSTMENTS 30 4.3.1 Annual CPI Modification 30 4.3.2 Changes in Disposal Processing Sites 30 4.3.3 Other Modifications 30 4.3.3.1 New or Changes in Existing Taxes 31 4.3.3.2 Changes in Service Provision 31 4.4 CHANGE IN LAW 31 5. FAILURE TO PERFORM, REMEDIES, TERMINATION 31 5.1 PERFORMANCE FEES 32 5.2 CONTRACT DEFAULT 33 6. NOTICES 35 7. GENERAL TERMS 35 7.1 COLLECTION RIGHT 35 7.2 ACCESS TO RECORDS 35 7.3 INSURANCE 36 7.3.1 Minimum Scope of Insurance 36 7.3.2 Minimum Amounts of Insurance 37 7.3.3 Other Insurance Provisions 37 7.3.4 Acceptability of Insurers 38 7.3.5 Verification of Coverage 38 7.3.6 Subcontractors 38 7.3.7 ACORD Form 38 City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 7.4 PERFORMANCE BOND 38 7.5 INDEMNIFICATION 38 7.6 CONFIDENTIALITY OF INFORMATION 39 7.7 ASSIGNMENT OF CONTRACT 40 7.7.1 Assignment or Pledge of Money by the Contractor 40 7.7.2 Assignment, Subcontracting, Delegation of Duties 40 7.7.3 Merger or Sale of Contractor Operations 41 7.8 LAWS TO GOVERN/VENUE 41 7.9 COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 41 7.10 PERMITS AND LICENSES 42 7.11 RELATIONSHIP OF PARTIES 42 7.12 CONTRACTOR'S RELATIONSHIP WITH CUSTOMERS 42 7.13 BANKRUPTCY 42 7.14 RIGHT TO RENEGOTIATE/AMEND 42 7.15 FORCE MAJEURE 43 7.16 ILLEGAL PROVISIONS 43 7.17 WAIVER 44 7.18 INCORPORATION OF CONTRACTOR'S PROPOSAL IN RESPONSE TO CITY'S RFP 44 7.19 DISPUTES RESOLUTION 44 7.20 JURISDICTION AND VENUE 44 7.21 INTERPRETATION OF TIME 44 7.22 ENTIRETY 44 ATTACHMENTS 45 Attachment A: City Service Area Attachment B: Contractor Rates Attachment C: Recyclables List Attachment D: Rate Modification Example Attachment E: Insurance Certificates City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 This Comprehensive Drop -box Collection contract ("Contract") is entered into by and between the City of Spokane Valley, a code city of the State of Washington ("City"), and Sunshine Recyclers Inc. (dba Sunshine Disposal & Recycling) ("Contractor"), to provide for the collection of Drop -box Containers containing Garbage from Single-family Residences, Multifamily Complexes, and Commercial Customers located within the City Service Area and the additional collection of Recyclables from subscribing Multifamily Complexes Customers that utilize Drop -box Container Garbage service. This Contract does not govern or authorize collection of Garbage, Recyclables, or Compostables from Single-family Residences, Multifamily Complexes, or Commercial Customers by any means other than as provided herein. (Each capitalized term is hereinafter defined.) The parties, in consideration of the promises, representations, and warranties contained herein, agree as follows: RECITALS WHEREAS, the City, through adoption of its Solid Waste Management Plan and the cancellation of previously existing certificates authorizing solid waste collection within the City, has assumed control and authority over Garbage, Residential Recyclables, and Residential Compostables collection to the extent provided by law; and WHEREAS, the City has conducted a competitive process to select one or more contractor(s) to provide Garbage, Rccyclables, and Compostables collection services to residents and Garbage collection services to businesses, and institutions located within the City Service Area; and WHEREAS, the Contractor, having participated in the competitive process, acknowledges that the City conducted a thorough and exhaustive competitive process; and WHEREAS, the Contractor, having participated in the competitive process, acknowledges that the City had the right at any time during the process to reject any or all of the competitors, regardless of their proposals or prices; and WHEREAS, having completed the competitive process, the City has selected the best candidates to provide the services outlined in the competitive process; and WHEREAS, the Contractor represents and warrants that it has the experience, resources, and expertise necessary to perform the services as requested in the competitive process; and WHEREAS, the City had determined that it is in the City's best interest to split the contract resulting through the procurement process and award one exclusive contract for collection of Garbage, Recyclables, and Compostables from Single-family Residences, Multifamily Complexes, and Commercial Customers by means other than Drop -box Container collection and separate, non-exclusive contracts for Drop -box Container collection; and WHEREAS, the City desires to enter into this Contract with the Contractor for the non-exclusive Drop -box Container services outlined in the competitive process and included below; NOW, THEREFORE, in consideration of the mutual covenants, agreements, and promises herein contained, the City and Contractor do hereby agree as follows: AGREEMENT City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 1 of 54 This Comprehensive Drop -box Container Collection Contract (hereafter, -Contract") is made and entered into this day of , 2017 (hereafter the "Date of Execution"), by and between the City of Spokane Valley, a corporation code city of the State of Washington (hereafter, the' -City.), and Sunshine Recyclers Inc. (dba Sunshine Disposal & Recycling), a Washington corporation (hereafter, the "Contractor").. DEFINITIONS All capitalized terms utilized in this Contract are intended to have the meaning defined in this Section whether or not the term is defined prior to its use in this Contract. The following definitions apply to the entirety of this Contract unless it is clear from the context that another definition applies. Words not defined herein shall be construed as defined in the most current version of Webster's New Collegiate Dictionary. All references to time shall be to Pacific Standard Time. Administrative Fee: The term "Administrative Fee" means a City -defined fee that may be included in Customer rates charged by the Contractor, with receipts collected from Customers by the Contractor and. remitted to the City as directed in this Contract. The Administrative Fee is separate from and distinct from any itemized utility, sales or other taxes that may be assessed from time to time. C&D Waste: The term "C&D Waste" means Garbage resulting from construction, remodeling, repair, and/or demolition of buildings, houses, roads, or other structures, including, but not limited to, wood, brick, concrete, rubble, soil, rock. drywall, masonry, roofing, siding, asphalt, structural metal, wire, packaging, insulation, and other building material. Cart: The word "Cart" means a Contractor -provided 32/35-, 64-. or 96 -gallon wheeled Container with attached lid suitable for collection, storage, and Curbside placement of Recyclablcs. Carts shall be rodent and insect resistant. Change of Control: The term "Change of Control" means any single transaction or series of related transactions by which the beneficial ownership of more than 50% of the voting securities of the Contractor is acquired by a person or entity, or by an affiliated group of persons or entities, who as of the effective date of the Contract do not have such a beneficial interest provided, however, that intra -company transfers, such as transfers between different subsidiaries or branches of the parent corporation of the Contractor, or transfers to corporations, limited partnerships, or any other entity owned or controlled by the Contractor upon the effective date of the Contract, and transactions effected on any securities exchange registered with the U.S. Securities and Exchange Commission, shall not constitute a Change in Control. City: The word "City" means the City of Spokane Valley, Spokane County, Washington. As used in the Contract, use of the term "City" may include reference to the City Manager, or his/her designated representative. City Service Area: The term "City Service Area" means the service boundaries indicated in Attachment A as of the Date of Commencement of Service, as revised from time to time in accordance with Section 3.1.2. City Disposal System: The City's Disposal System is the City's designated transfer, transport, and disposal provider as provided pursuant to contract and as designated within the City's Solid Waste Management Plan. As of the Date of Execution, the City's Disposal System is provided through Sunshine Recyclers, Inc. at the University Transfer Station, located at 2405 North University, Spokane Valley, Washington 99206. City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 2 of 54 Sunshine Recyclers Inc. Commercial Customer: The term "Commercial Customer" means non -Residential Customers, including businesses, institutions, governmental agencies, and all other users of commercial -type Garbage collection services. Compostables: The word "Compostables" means Yard Debris and Food Scraps, separately or combined. Consumer Price Index or CPI: The words "Consumer Price Index" or "CPI" means the Consumer Price Index for All Items, December 1996=100 for All Urban Consumers (CPI -U), West Size Class BIC, as published by the United States Department of Labor, Bureau of Labor Statistics. The Parties may refer to the Bureau of Labor Statistics website or other official source to determine the applicable CPI Index. Contractor: The word "Contractor" means Sunshine Recyclers Inc. (dba Sunshine Disposal & Recycling), which has contracted with the City to collect, transport, and dispose of Garbage contained in Drop -box Containers, and to collect, process, market, and transport Recyclables from Multifamily Customers who use Drop -box Containers for their Garbage service. Contract: means this Contract between the City and Contractor and all mutually adopted amendments thereto. Container: The word "Container" means any Cart, Detachable Container, or Drop -box Container used in the performance of this Contract, and shall include both loose and compacting Containers. County: The word "County" means Spokane County, Washington State. Customer: The word "Customer" means all users of the services provided by the Contractor as contained herein, including property owners, managers, and tenants. Date of Commencement of Service: The term "Date of Commencement of Service" is April 1, 2018, which is the date that the Contractor agrees to commence the provision of collection and other services as described throughout this Contract. Date of Execution: The term "Date of Execution" means the date that this Contract is executed by all signatories. Detachable Container: The term "Detachable Container" means a watertight metal or plastic container equipped with a tight -fitting cover, capable of being mechanically unloaded into a collection vehicle, and that is not less than one cubic yard or greater than eight cubic yards in capacity. Driveway: The word "Driveway" means a privately -owned and maintained way that connects a Customer's service location with a Private Road or Public Street. Drop -box Container: The term "Drop -box Container" means an all -metal container with 10 cubic yards or more capacity that is loaded onto a specialized collection vehicle. Excluded Materials: These materials include waste tires, radioactive, volatile, corrosive, flammable, explosive, biomedical, infectious, bio -hazardous, regulated medical or Hazardous Waste materials. Garbage: The word "Garbage" means all putrescible and non-putrescible solid and semi-solid wastes, including, but not limited to, rubbish, cold bagged ashes, industrial wastes, swill, demolition and construction wastes, dead small animals completely wrapped in plastic and weighing less than 15 pounds, City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 3 of 54 Sunshine Recyclers Inc. and discarded commodities that are placed by Customers in appropriate Containers, bags, or other receptacles for collection and disposal by the Contractor. Needles or "sharps" shall be included in the definition of Garbage to the extent they are allowed to be disposed of lawfully pursuant to current Spokane County Regional Health District rules and policy. The term Garbage shall include C&D Waste, but shall not include Excluded Materials, Source -separated Recyclables or Source -separated Compostables. Hazardous Waste: The term "Hazardous Waste" means any hazardous, toxic, or dangerous waste, substance, or material, or contaminant, pollutant, or chemical, known or unknown, defined or identified as such in any existing or future local, state, or federal law, statute, code, ordinance, rule, regulation, guideline, decree, or order relating to human health or the environment or environmental conditions, including but not limited to any substance that is: A. Defined as hazardous by 40 C.F.R. Part 261.3 and regulated as hazardous waste by the United States Environmental Protection Agency under Subtitle C of the Resource Conservation and Recovery Act (`RCRA") of 1976, 42 U.S.C. § 6901 et seq., as amended by the Hazardous and Solid Waste Amendments (HSWA") of 1984; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; or any other federal statute or regulation governing the treatment, storage, handling, or disposal of waste imposing special handling or disposal requirements similar to those required by Subtitle C of RCRA; B. Defined as dangerous or extremely hazardous by WAC 173-303-040 and regulated as dangerous waste or extremely hazardous waste by the Washington State Department of Ecology under the State Hazardous Waste Management Act, Chapter 70.105 RCW, or any other Washington State statute or regulation governing the treatment, storage, handling, or disposal of wastes and imposing special handling requirements similar to those required by Chapter 70.105 RCW; and C. Any substance that comes within the scope of this definition as determined by the City after the Date of Execution of this Contract. Any substance that ceases to fall within this definition as determined by the City after the Date of Execution of this Contract shall not be deemed to be Hazardous Waste. Multifamily Complex: The term "Multifamily Complex" means multiple -unit Residences with five or more attached or unattached units billed collectively for Garbage collection service. Office Hours: The term "Office Hours" means the period 8:00 am to 5:00 pm, Pacific Standard Time Monday through Friday and 9:00 am to 1:00 pm, Pacific Standard Time on Saturdays. On-call: The term "On-call" means the provision of specified services only upon direct telephone, written, or e-mailed request of the Customer to the Contractor. Private Road: The term "Private Road" means a privately -owned and maintained way that allows for access by a service vehicle and that serves multiple Customers. Public Street: The term ``Public Street" means a public right-of-way used for public travel, including public alleys. Putrescible Waste: The term "Putrescible Waste" means Garbage that contains organic matter capable of being decomposed by microorganisms, and of such a character and proportion as to cause obnoxious odors and to be capable of attracting or providing food for animals, including but not limited to food waste, used diapers and pet waste. City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 4 of 54 Sunshine Recycicrs Inc. Recycling: The word "Recycling" refers to the preparation, collection, transport. processing, and marketing of Recyclables. Recyclables: The word "Recyclables" means the materials designated as being part of a Multifamily Complex Residential Recycling collection program, as listed in Attachment C. Residence/Residential: The words "Residence" or "Residential" mean a living space with a kitchen that is individually rented, leased, or owned.. Single-family Residence: The term "Single-family Residence" means (1) all one -unit houses, duplexes, triplexes, four-plexes, and mobile homes, that are billed collectively or individually, and (2) all multi -unit Residences with five -or more attached or unattached units that are billed individually, located on a Public Street. or Private Road. Source -separated: The term "Source -separated" means certain reclaimable materials that are separated from Garbage by the Customer for recycling or reuse, including but not limited to Recyclables. Strike Contingency Plan: The term "Strike Contingency Plan" means the plan that the Contractor ‘v i11 develop pursuant to Section 3.1.16 of this Contract. Transition and Implementation Plan: The term "Transition and Implementation Plan °' means the plan that the Contractor will develop pursuant to Section 3.1.19 of this Contract. WUTC: The term "WUTC" means the Washington Utilities and Transportation Commission. 1. TERM OF CONTRACT The term of this Contract is ten years, starting on the Date of Commencement of Service and ending midnight March 31, 2028. The City may, at its sole option, extend the Contract up to two additional two- year extensions. Any extension granted shall be under the original terms and conditions of this Contract — along with any amendments that exist at the time of the extension. To exercise the option to extend this Contract, written notice shall be given by the City to the Contractor at least 180 days prior to the expiration of the Contract term. With the Contractor's written consent, the requirement of 180 days prior notice of exercise of the City's option to extend may be waived in any instance. 2. CONTRACTOR REPRESENTATIONS AND WARRANTIES The Contractor represents and warrants to the City as follows: • Organization and Qualification. The Contractor is duly incorporated, validly existing, and in good standing under the laws of the state of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Contract. • Authority. The Contractor has the authority to execute this Contract, to make the representations and warranties set forth in it, and to perform the obligations of the Contractor under this Contract in accordance with its terms. This Contract has been validly executed by an authorized representative of the Contractor, and constitutes a valid and legally binding and enforceable obligation of Contractor. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 5 of 54 Government Authorizations and Consents. The Contractor has or will obtain at its sole cost prior to the Date of Commencement of Service any such licenses, permits, and other authorizations from federal, state, and other governmental authorities, as are necessary for the performance of its obligations under this Contract_ • Compliance With Laws. The Contractor is not in violation of any applicable laws, ordinances, or regulations, which may impact the Contractor's ability to perform its obligations under this Contract or which may have any impact whatsoever on the City. The Contractor is not subject to any order or judgment of any court, tribunal, or governmental agency that impacts its operations or assets or its ability to perform its obligations under this Contract. • Accuracy of Information. None of the representations or warranties in this Contract, and none of the documents, statements, reports, certificates, or schedules furnished or to be furnished by the Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Contract, at any time contain or will contain untrue statements of a material fact or omissions of material facts. • Independent Examination. In accepting these responsibilities, the Contractor represents and affirms that it has made its own examination of all conditions affecting the performance of this Contract, currently and into the future, and of the quantity, quality, and expense of labor, equipment, vehicles, facilities, properties, materials needed, and of applicable taxes, permits, and applicable laws. The Contractor affirms that within the City Service Area it is aware of the present placement and location of all Containers. The Contractor represents and warranties that it is capable of continuing to collect all Containers from their present locations, and that it is capable of providing service to and collection of Containers in any areas of the City Service Area that may be built out or developed during the term of this Contract. 3. SCOPE OF WORK 3.1 General Collection System Requirements 3.1.1 City Service Area The Contractor shall provide all services pursuant to this Contract throughout the entire City Service Area. 3.1.2 Annexation If, during the term of the Contract, additional territory is added to the City through annexation or other means within which the Contractor has an existing WUTC certificate or other franchise for solid waste collection at the time of annexation, the Contractor shall, from the date of annexation, make collection in the annexed area in accordance with the provisions of this Contract at the unit prices set forth in this Contract. This Contract is in lieu of a franchise as provided in RCW 35A.14.900. The Contractor agrees that its WUTC certificate(s) applicable to those areas (if any) shall be cancelled effective on the date of annexation by the City. The Contractor expressly waives and releases its right to claim any and all damages or compensation from the City, its officers, agents, or assigns arising out of the cancellation of any pre-existing permit or franchise held by the Contractor prior to annexation, and further specifically waives the right to receive any additional compensation or any rights of collection in the newly annexed territory. The term City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Reeyclers Inc. December, 2017 Page 6 of 54 during which the Contractor shall service any future annexation areas shall be seven years from the date of annexation, notwithstanding the term set forth in Section 1 of this Contract. If additional territory is added to the City through annexation within which the Contractor does not have an existing WUTC certificate or other franchise for Garbage or other collections and that annexed area is served by another certificated hauler, then, the Contractor agrees to make collections in such annexed areas in accordance with the provisions of this Contract at the unit price set forth in this Contract solely upon written notification from the City. The City shall negotiate a separmc franchise with that certificated hauler as authorized by State law and shall authorize the Contractor to service that newly annexed area at such time as may be authorized by State law and this Contract. In the event that additional territory is added to the City Service Area, the City acknowledges that equipment, such as Contract -compliant vehicles and Containers, may take time to procure; and therefore, shall not charge performance fees as outlined in Section 5.1 to the Contractor for reasonable delays in the provision of services to annexed areas covered by this section due to procurement delays that are not within the control of the Contractor. 3.1.3 Service to Customers on Private Roads and Driveways The Contractor shall provide service to all Customers located on Private Roads, except as noted in this Section. In the event that the Contractor believes that a Private Road cannot be safely negotiated, the Contractor may request the City to evaluate on-site conditions and make a determination of the best approach for providing safe and appropriate service to the Customer. The City's determination shall be final, provided that the Contractor shall not be required to endanger workers, equipment, or property. If the Contractor believes that there is a probability of Private Road or Driveway damage, the Contractor shall inform the respective Customers and may require a road damage waiver agreement in a form previously approved by the City. In such event, if the Customers refuse to sign such a road damage waiver, the Contractor inay decline to provide service on those Private Roads or Driveways, and the Customers will only be serviced from the closest Public Road access. Such determination that damage is probable must be approved in writing by the City prior to any action or refusal of service by the Contractor. 3.1.4 Hours/Days of Collection All collections from Single-family Residential Customers and Residential zones shall be made between the hours of 6:00 a.m. and 6:00 p.m. on a weekday, unless the City authorizes a temporary extension of hours or days. Saturday collection is allowed to the extent consistent with missed collection recovery, holiday and inclement weather schedules, or as approved by the City and shall occur during the same hours as weekday Residential collection. Collections from Commercial Customers within Commercial zones may be made at any time provided that service to those Customers shall not disturb Residential Customers in adjoining or mixed Residential zoned areas. Collections from Commercial Customers within audible distance of Residential Customers outside of Commercial zones shall be made only between the hours of 6:00 a.m. and 6:00 p.m., and no earlier than 7:00 a.m. on Saturday. Exemptions to the hour requirements may be granted in writing in advance by the City to accommodate the special needs of Commercial Customers where allowed by the City's noise code. The City's noise ordinance, as amended from time to time, may further restrict these terms and hours of collection. Collections from Commercial Customers shall occur based on Customer needs and prior arrangement Monday through Saturday. City, of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 7 of 54 Sunshine Recyclers Inc. 3.1.5 Employee Conduct The Contractor's employees collecting Garbage or Recyclables shall at all times be courteous, refrain from Ioud, inappropriate or obscene language, exercise due care, perform their work without delay, minimize noise, and avoid damage to public or private property. If on private property, Contractor employees shall follow the regular pedestrian walkways and paths, returning to the street after replacing empty Containers. Contractor employees shall not trespass or loiter, cross flower beds, hedges, or property of adjoining premises, or meddle with property that does not concern them or their task at hand. While performing work under the Contract, Contractor employees shall wear a professional and presentable uniform with an identifying name badge and company emblem visible to the average observer. At the City's option and direction, Contractor employees shall work with groups or organizations, such as neighborhood community organizations, homeowner associations, or the City's Police, and other agencies providing utilities and services (e.g., Fire) for training to recognize and call the appropriate agency when suspicious activities or when street or utility deficiencies are observed. If any person employed by the Contractor to perform collection services is, in the opinion of the City, incompetent, disorderly, or otherwise unsatisfactory, the City shall promptly document the incompetent, disorderly, or unsatisfactory conduct in writing and transmit the documentation to the Contractor with a demand that such conduct be corrected. The Contractor shall promptly investigate any written complaint from the City regarding any unsatisfactory performance by any of its employees and take immediate corrective action. If the offending conduct is repeated, the City may require that the person be removed from all performance of additional work under this Contract. In that event, the Contractor shall immediately remove that person from further performance of work under this Contract. 3.1.6 Holiday Schedules The Contractor shall observe the same holiday schedule as docs the City s Disposal System. When those holidays fall on a regular collection day, the Contractor shall reschedule the remainder of the week of regular collection to the next succeeding business day, which shall include Saturdays. The Contractor may not collect Garbage or, as may be applicable, Recyclables earlier than any regularly scheduled collection day due to a holiday, unless specifically authorized by the Customer. Holiday information shall be included in written program materials, on the Contractor's web site, and via press releases to general news media in the Spokane Valley area by the Contractor the week prior to the holiday affecting service. 3.1.7 Inclement Weather The Contractor shall provide all collection services unless weather conditions are such that continued operation would result in danger to the Contractor's staff, area residents, or property. In that event, the Contractor shall collect only in areas that do not pose a danger. The Contractor shall notify the City by e- mail or phone (at the City's option) of the areas not to be served by 6:00 a.m. on the same business day if adverse conditions develop overnight or within one hour if adverse conditions develop during the workday after 6:00 a.m. Once Contractor vehicles are on -route, areas intentionally missed due to hazardous conditions and not previously reported to the City, shall be approved by a route supervisor and reported to the City not later than 12:00 p.m. (noon) on the same business day. The Contractor shall provide notification calls, texts, or e-mails (at Contractor's preference) to all missed Customers by 3:00 p.m., including information on when their next collection is expected. Weather policies shall be included in program information provided to Customers. On each inclement weather day, the Contractor shall release notices by 6:00 a.m. to the Contractor's website, local print and City of Spokane Valley Comprehensive Drop-hox Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 8 of 54 electronic media notifying residents of the modification to the collection schedule. The City may specify additional media outlets for Contractor announcements at the City's discretion. 3.1.8 Suspending Collection from Problem Customers The City and Contractor acknowledge that some Customers may cause disruptions or conflicts that make continued service to that Customer unreasonable. Those disruptions or conflicts may include, but not be limited to repeated damage to Contractor -provided Containers, repeated suspect claims of timely set -out followed by demands for return collection at no charge, repeated unsubstantiated claims of Contractor damage to a Customer's property, abusive and/or threatening language on the Customer's part, or other such problems. The Contractor shall make every reasonable effort to provide service to those problem Customers. If the problem continues, the Contractor may deny or discontinue service to a problem Customer after prior written notice is given to the City of the intent to deny or discontinue service, including the name, service address, reason for such action, and if reasonable efforts to accommodate the Customer and provide services have occurred and failed. If the Customer submits a written letter or e-mail to the City appealing the Contractor decision, the City may, at its discretion, intervene in the dispute. In this event, the decision of the City shall be final. The City may also require the denial or discontinuance of service to any Customer who is abusing the service or is determined to be ineligible. 3.1.9 Missed Collections If Garbage or Recyclables are set -out inappropriately, improperly prepared, or contaminated with unacceptable materials, the Contractor shall either contact the Customer or place in a prominent location a written notification tag that identifies the specific problem(s) and reason(s) for rejecting the materials for collection. Failure to contact the Customer or provide proper written notification to Customers of the reason for rejecting materials for collection shall be considered a missed collection and subject to performance fees due to lack of proper Customer notification. The failure of the Contractor to collect Garbage or Recyclables that have been set -out by a Customer in the proper manner on the appropriate day shall be considered a missed collection, and the Contractor shall. collect the materials from the Customer on the same day if notified of the missed collection by 3:00 PM on the day of the miss, otherwise the collection shall occur on the next day. Customers giving notice after 3:00 PM Friday shall receive a make-up collection the following Monday. The Contractor shall maintain a record of all calls related to missed collections and the response provided by the Contractor. Such records shall be made available for inspection upon request by the City, and the information shall be included in annual reports. (See Reporting requirements set forth in Section 3.3.4). If the Contractor is requested by the Customer to make a return trip due to no fault of the Contractor, which the Contractor can prove through documentation (e.g. the Containers were not placed at the curb on-time and the driver documented that fact in a log, with a photograph, etc.), the Contractor shall be permitted to charge the Customer an additional return trip fee for this service, provided the Contractor notifies the Customer of this charge prior to and on the same day of the return trip, and the Customer agrees to payment of the return trip fee. The Contractor shall not be liable for a missed collection in such case. 3.1.10 Requirement to Recycle; Maintaining Quality Assurance Through Monitoring The Contractor shall recycle all Source -separated Recyclables collected unless express prior written permission is provided by the City. The Contractor shall use vehicles and processing systems that minimize unnecessary breakage and cross -contamination of materials. The landfilling, incineration, or other disposal City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 9 of 54 Sunshine Recyclers Inc. of uncontaminated Source -separated Recyclables by the Contractor is expressly prohibited without the express prior written approval of the City. A Container with visually obvious contaminants included with Source -separated Recyclables shall not be collected, and the Container shall be left with either (1) a prominently displayed written notification tag, or (2) with the Contractor contacting the Customer directly, explaining the reason for rejection and stating that the Customer may either remove the contaminated materials to meet the standards for Recyclables or that if the contaminated materials are not removed, the Container shall be collected on the next regular collection cycle as Garbage at the rate specified in Attachment B to the City's Comprehensive Garbage, Recyclables, and Compostables Contract with Waste Management of Washington, Inc., executed June 29, 2017, for "Commercial Detachable Container (loose) - Extra loose cubic yard in container, per pickup" as the same may be adjusted from time to time. In either case, materials shall be collected on the next regular collection cycle unless the Customer pays for a return trip. The Contractor may change the day of Multifamily Complex collection by giving at least 14 days written notice of the pending collection day change to the affected Customers. 3.1.11 Vehicle and Equipment Type/Condition/Use The Contractor shall use collection vehicles that are presentable, are in safe working condition, and are subject to all other conditions of this Section. The Contractor shall keep maintenance reports for each collection vehicle and provide these upon request by the City. The accumulated annual use of individual back-up vehicles shall be reported in the Contractor's annual report. Vehicles shall be maintained in a clean and sanitary manner, and shall be thoroughly washed at least once each week unless adverse weather conditions preclude washing. All collection equipment shall have appropriate safety markings, including all highway lighting, flashing and warning lights, clearance lights, and warning flags, all in accordance with current statutes, rules and regulations. Equipment shall be maintained in good condition at all times. Vehicles shall be repainted upon showing rust on the body or chassis. All parts and systems of the collection vehicles shall operate properly and be maintained in a condition compliant with all federal, state, and local safety requirements and be in a condition satisfactory to the City. All vehicles shall be equipped with variable tone or proximity activated reverse movement back-up alarms. The Contractor shall maintain collection vehicles and Containers to ensure that no liquid wastes (e.g. Garbage leachate) or oils (e.g. lubricating, hydraulic or fuel) are discharged to Customer premises or City streets. All collection and route supervisor vehicles used by the Contractor shall be equipped with a spill kit sufficient in size to contain a complete spill from the largest liquid tank on the collection vehicle. Any equipment not meeting these standards shall not be used within the City Service Area until repairs are made. Any discharge of liquid wastes or oils that may occur from Contractor's vehicles or Containers, prior to them being removed from service, shall be cleaned -up or removed within three hours of being noticed by route staff, Customers or the City, and shall be remediated by the Contractor at its sole expense. Such clean- up or removal shall be documented with pictures, and notice of such clean-up or removal shall be provided to the City in writing. The Contractor shall immediately notify the City by calling the Senior Engineer to notify of any spills that enter drainages. Failure by the Contractor to clean-up or remove the discharge in a timely fashion to the satisfaction of the City shall be cause for performance fees, as described in Section 5.1. The Contractor shall notify the City and Customer of any leakage from non -Contractor -owned Containers immediately, in order to address those spills in a timely manner. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 10 of 54 The Contractor shall maintain all vehicles used in the City Service Area in a manner intended to achieve reduced noise levels, operating cost, and fuel use. All collection vehicles shall be operated in a manner to avoid extended idling. The Contractor's name, logo, customer service telephone number and website address shall be clearly identified on Contractor's vehicles. No additional advertising shall be allowed on Contractor vehicles unless previously approved in writing by the City. Special promotional messages may be permitted by the City provided they are either painted directly on vehicles or on special placards attached to vehicles. City approval shall be in writing and solely within the City's discretion. All Contractor route, service, and supervisory vehicles shall be equipped with properly licensed two-way communication equipment. The Contractor shall maintain a base station or have equipment capable of reaching all collection areas. Collection vehicles shall also be equipped with back-up cameras. A vehicle not meeting the requirements of this Section and the Contract shall be removed and not used in the City until such time as it is brought into compliance. 3.1.12 Container Requirements and. Ownership All Recyclablcs collection services provided under this Contract specifically include the costs of the associated Recycling Container. The cost of rental of Contractor -provided Drop -box Containers is authorized at the rates contained in Attachment B, as the same may be adjusted pursuant to Section 4 of this Contract. Customers shall use Contractor -provided Drop -box Containers for Garbage collection service, provided that Customers may use their own or leased compacting Drop -box Containers. The Contractor shall handle any Customer -owned Garbage Drop -box Container in such a way as to prevent undue damage. The Contractor shall be responsible for unnecessary or unreasonable damage to Customer -owned Drop -box Containers. Customers shall use Contractor -provided Carts and Containers for Recyclables collection service. Customers may elect to own or secure Drop -box Containers used for compacting purposes from other sources, and shall not be subject to discrimination by the Contractor in collection services on that account. However, Drop -box Containers used for compacting purposes owned or secured by Customers shall be capable of being serviced by the Contractor's collection vehicles to be eligible for collection. The Contractor shall provide labels and collection service for compatible Customer -owned or -secured Drop - box Containers used for compacting purposes. The Contractor is not required to service Customer Drop - box Containers used for compacting purposes that are not compatible with the Contractor's equipment. In the event of a dispute as to whether a particular Drop -box Container used for compacting purposes is compatible, the City shall make a final determination. 3.1.12.1 Recyclables Carts for Multifamily Complex Customers The Contractor shall procure and maintain a sufficient quantity of Containers to service the City's Multifamily Customer base, including seasonal and economic variations in Container demand. Failure to have a Container available when required by a Customer shall subject the Contractor to performance fees, as provided in Section 5. The Contractor shall offer 32/35, 64 and 96 -gallon Recyclables Carts for Multifamily Complex Recyclables collection serving subscribing Multifamily Complex Customers utilizing Drop -box Containers as their sole source for Garbage collection and subscribing for Recycling unless the use of a Detachable Container for City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recycicrs Inc. December, 2017 Page 11 of 54 Recyclables is more appropriate for the volume handled at that site. All Carts shall be manufactured from a minimum of 10% post -consumer recycled plastic, with a lid that will accommodate a Contractor affixed screening or label. Carts shall be provided to requesting Customers within seven days of the Customer's initial request. Replacement Carts and Carts provided to new Customers during the term of the Contract may be previously used, but shall be clean, in good condition and with new or near -new instructional decals with information relevant to Spokane Valley in-place prior to Cart distribution. All Contractor -provided Carts shall be maintained by the Contractor in good condition for material storage and handling; contain no jagged edges or holes; contain wheels or rollers for movement; and be equipped with an anti-skid device or sufficient surface arca on the bottom of the container to prevent unwanted movement. The Carts shall contain instructions for proper use, including any Customer actions that would void manufacture warranties (such as placement of hot ashes in the container causing the container to melt), and procedures to follow to minimize potential fire problems. Collection crews shall note damaged hinges, holes, poorly functioning wheels, and other similar repair needs for Contractor -provided Carts and forward written or electronic repair notices that day to the Contractor's service personnel. Cart repairs shall then be made within seven days at the Contractor's expense. Any Cart that is damaged or missing on account of an accident, act of nature or the elements, fire, or theft or vandalism by a third party shall be replaced not later than three business days after notice from the Customer or City. In the event that a particular Customer repeatedly damages a Cart or requests more than one replacement Cart more frequently than a time period allowing for reasonable wear and tear during the term of the Contract or due to negligence or misuse, the Contractor may charge the Customer for the depreciated value of the Cart, based on 10 -year straight -Line depreciation, and shall forward in writing the Customer's name and address to the City with a full explanation of incident(s). In the event that the problem continues, the Contractor may discontinue service to that Customer, provided the City gives previous written approval specific to that Customer. 3.1.12.2 Detachable Containers and Drop -box Containers The Contractor shall furnish and install appropriately sized Detachable Containers for Recyclables at subscribing Multifamily Complex Recycling sites where Carts are not appropriate, and 10-, 20-, 30-, and 40 -cubic yard un -compacted Drop -box Containers to any Customer who requires their use for storage and collection of Garbage within three days of the Customer's request. Containers shall be located on the premises in a manner satisfactory to the Customer and for collection by the Contractor and shall indicate the Container size and day of collection. The Contractor shall charge rent for temporary and permanent. Drop -box Container service in accordance with the rates listed in. Attachment B. The Contractor may not charge Customers any other fees, charges, rates, or any expenses in connection with Drop -box Container service other than those Multifamily Complex Recycling fees and/or rental rates listed in Attachment B. Detachable Containers shall be watertight and equipped with tight -fitting metal or plastic covers; have four wheels for Containers 3 -cubic yards and under unless otherwise requested by a Customer; be in good condition for Recyclables storage and handling; be safe for the intended use; and, have no leaks, jagged edges, or holes. Drop -box Containers shall be all -metal, and if requested by a Customer, equipped with a tight -fitting screened or solid cover operated by a winch in good repair. if non -lidded Drop -boxes are used City of Spokane Valley Comprehensiv°e Drop-hox Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 12 of S4 by the Contractor, the Contractor shall equip its vehicles with tarping systems to ensure that materials are not spilled during transport. Detachable Containers shall be cleaned, reconditioned, and repainted (if necessary) before being supplied to a Customer who has not used it earlier. The Contractor shall provide an On-call Container cleaning service to Customers. The costs of On-call cleaning shall be billed directly to the Customer in accordance with Attachment B. As between the Contractor and the City, all Containers on Customers' premises arc at the Contractor's risk and not the City's. The Contractor shall repair or replace within one business day any Container that was supplied by or taken over by the Contractor and was in use if the City, local health department inspector, or other agent having safety or health jurisdiction determines that the Container fails to comply with reasonable standards or constitutes a health or safety hazard. 3.1.12.3 Ownership All Contractor -owned Containers used by the Contractor to provide Contract collection services, shall remain the sole property of the Contractor during and upon the termination of this Contract. 3.1.12.4 Container Colors and Labeling Contractor -provided Containers used for the collection of Multifamily Complex Rccyclables, shall be blue; provided that any existing Multifamily Complex Recycling Containers that are colors other than blue shall not be required to be changed until they are replaced due to the end of their useful life, at which time the new Container shall be blue. Contractor -provided Containers used for the collection of Garbage shall be blue, unless otherwise approved by the City. Specific Container colors shall be approved in writing by the City prior to the Contractor's order of new Containers. All Contractor -provided Containers to be used for Garbage collection shall have materials preparation instructions and telephone/contact information, including both a customer service phone number and a website address, either screened or printed on a sticker, all subject to the prior written approval of the City. All Containers to be used for Garbage shall have labeling affixed that states: "Leaky dumpster? Damaged Lid?" and provides a phone number to call for repair or replacement. Information shall be printed in a size that is easily read by the users, on durable UV -resistant label stock squarely affixed to each Container. All labels shall be approved in writing by the City prior to ordering by the Contractor. Individual Containers with faded or damaged paint shall be repainted upon City or Customer request. Contractor -provided Containers used for the collection of Recyclables from subscribing Multifamily Complex Recycling Customers utilizing Drop -box Container Garbage Collection shall be relabeled by the Contractor once every five years or upon Customer or the City's request for any particular Container. The City may waive the five-year mandatory relabeling requirement, at its sole option, for Containers with particularly long-lasting stickers. Labels and molded or screened information on all other Containers shall be replaced by the Contractor when faded, damaged, or upon City or Customer request. For Contractor -provided Containers, the Contractor shall within three days cover graffiti with paint that closely matches the Containers existing paint or color, when notified by the City or Customer. The Contractor may choose to replace Containers and perform maintenance at its own site or provide the over - painting at the Customer's site, but shall not charge the City or Customer for this service. 3.1.12.5 Container Weights City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 13 of 54 No specific weight restrictions are provided for Containers; however, the Contractor shall not be required to lift or remove materials from a Container exceeding the safe working capacity of the collection vehicle. The combined weight of Drop -Box and contents shall not cause the collection vehicle to exceed legal road weight limits. 3.1.12.6 Container Removal Upon City or Customer Request The Contractor shall remove all Containers upon three days of specific Customer, property manager, property owner, or City request or cancellation by the Contractor. The contents of Containers removed after a Customer's final pick-up shall be managed as if they were collected as a regular pick-up (e.g. Garbage shall be disposed of and Recyclables shall be recycled) at the Contractor's, not Customers cost. Failure to remove Containers within the specified timeline shall be subject to the same performance fees as delayed Container delivery for that Customer sector. 3.1.12.7 Container Placement The Contractor shall provide Container placement direction to Customers to minimize the blocking of sidewalks in such a way that might hinder or block pedestrians. The Contractor shall return Containers to the same location once emptied. The Contractor shall collect from areas mutually agreed upon by the Contractor and. Customer with the least slope and best vehicle access possible. For Customers that must stage their Containers on Public Streets or on significantly sloped hills, the Contractor shall make a good faith effort to work with the Customer to ensure that the Containers are not left unattended in problematic staging areas and are sufficiently restrained such that the Container may not roll and cause harm to persons or property. The Contractor may require the Customer to attend to the Containers immediately prior to and after collection. Any disputes arising between the Contractor and the Customer as to what constitutes a "significantly sloped hill" or a "safety hazard" shall be submitted in writing to the City, and the City's decision shall be final. The Contractor's crews shall make collections in an orderly and quiet manner, and shall return Containers after emptying to the same location as found, with their lids closed. 3.1.13 Inventory of Equipment, Vehicles, Facilities and Containers The Contractor shall provide to the City, on the Date of Commencement of Service of this Contract, a complete inventory of the vehicles and facilities to be used in the performance of this Contract. The inventory shall include each vehicle (including chassis model year, type, capacity, model, and vehicle identification number) and each facility to be used in performance of this Contract (including address and purpose of the facility. The Contractor may change vehicles and facilities from time to time, and shall include the revised inventory in the annual report provided for in Section 3.3.4.1. The Contractor shall maintain vehicles and facilities levels during the performance of this Contract at least equal to those levels described in the initial inventory. 3.1.14 Spillage All loads collected by the Contractor shall be completely contained in collection vehicles at all times, except when material is actually being loaded. Hoppers on all collection vehicles shall be cleared frequently to prevent the occurrence of blowing, leakage, or spillage. Any leakage or spillage of materials that occurs during collection shall be immediately cleaned up or removed by the Contractor at its sole expense. The Contractor shall document the leakage or spillage, including taking pictures before and after clean-up or removal, and shall provide this documentation to the City of Spokane Valley December, 2017 Comprehensive Drop-hox Container Collection Contract Page 14 of 54 Sunshine Recyclers Inc. City. Leakage or spillage not immediately cleaned up or removed by the Contractor shall be cause for performance fees, as described in Section 5.1. Should a leakage or spillage occur during collection, Contractor shall notify the City immediately by calling the City's Senior Engineer and, likewise, expressly acknowledges it is solely responsible for any local, state, or federal violations, which may result from said leakage or spillage. Any Contractor -supplied Container observed by the Contractor, Customer or City to be leaking shall be replaced by the Contractor within one business day of the Contractor's observation, Customer request or notification from the City. In the event that leakage from Customer -owned Containers or Containers leased from third parties is observed by the Contractor, the Contractor shall immediately inform the City and Customer of the leakage. 3.1.15 Disruption Due to Construction The City reserves the right to construct any improvement or to permit any such construction in any street or alley in such manner as the City may direct, which may have the effect for a time of preventing the Contractor from traveling the accustomed route or routes for collection. The Contractor shall, however, by the most expedient manner, continue to collect Garbage and Recyclables to the same extent as though no interference existed upon the streets or alleys normally traversed. This shall be done at no extra expense to the City or the Contractor's Customers. In the event of complete blockage, making any collection area(s) completely inaccessible, the Contractor may request City permission to collect double loads the following week and failure to make collection shall not constitute a missed collection pursuant to Section 3.1.10. 3.1.16 Contractor Planning and Performance Under Labor Disruption If the Contractor's employees are covered by an organized labor agreement, then no later than 90 days prior to the expiration of any labor agreement associated with services performed under this Contract, the Contractor shall provide the City with its planned response to labor actions that could compromise the Contractor's performance under this Contract. The Contractor -prepared Strike Contingency Plan shall address in detail: 1. The Contractor's specific staffing plan to cover Contract services, including identification of staff resources moved from out -of -area operations and the use of local management staff to provide basic services. The staffing plan shall be sufficient to provide recovery of full operations within one week following the initiation of the disruption. 2. Contingency training plans to ensure that replacement and management staff who are operating routes are able to continue to collect route data and follow collection and material delivery procedures for all material streams collected from Customers. 3. A recovery plan to address how materials will be collected in the event of a short -notice disruption that does not allow the Contractor to collect all materials on their regular schedule (e.g. a wildcat strike) within one week following the initiation of the disruption. The Contractor shall keep the City informed of the status of active labor negotiations on a daily basis. In the event that labor disruptions of any kind cause reductions in service delivery, the Contractor shall inform the City within four hours by phone and e-mail of the nature and scope of the disruption, as well as the Contractor's immediate plans to activate any part of or its entire Strike Contingency Plan. At the close of each service day during a labor disruption, the Contractor shall report to the City via e-mail the areas (per a detailed map) and customer counts of served and un -served customers by material stream and service sector. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recycicrs Inc. December, 2017 Page 15 of 54 In the event that a disruption lasts more than one week and Contractor cannot provide service to affected Customers, Customers may seek service from other haulers. Contractor shall be entitled to collect payment only for such services as it has actually provided. The City and Contractor agree that the following special City compensation and performance fees reflect the best estimate of the impacts of the labor disruption to Customers and the City. The Contractor shall pay the City monthly by the tenth day of the following month:. 1. An amount equal to the Administrative Fee reduction due to the Customer credits for reduction in service so that the City does not experience any Administrative Fee revenue loss due to those Customer credits. 2. An additional City cost reimbursement amount of $500 for each day of labor disruption to reimburse City staffing and other costs for managing the impacts of the labor disruption; 3. A performance fee of $1,000 per day for each day of labor disruption from the 1'` day to the 71h day of the labor disruption; 4. A performance fee of $2,000 per day for each day of Labor Disruption from the 8th day to 14'h day of the labor disruption; and 5. A performance fee of $5,000 per day for each day of Labor Disruption for every day beyond the 14th day of labor disruption. The performance fees listed as 3 through 5, above, are intended to apply to any complete work stoppage where alternative, but substantially equivalent service by non -striking employees or otherwise, is not provided by the Contractor. In the event substantially equivalent service is provided by the Contractor through the employment of non -striking employees or otherwise at any point during the course of the labor disruption, the Contractor is entitled to reduce the amount of the daily performance fees that otherwise would be due on a pro -rata basis, based on the percentage of Customers receiving substantially equivalent service on that day. Given the nature of the failure arising from labor disruptions, the Contractor shall not be allowed any cure period opportunity or rectification process. The Contractor's failure to comply with the Contractor -prepared Strike Contingency Plan of this section, if required, shall be subject to a special fee of $1,000 per day for its non-compliance during the labor disruption event. This special fee is separate compensation to the City for the Contractor's failure to plan and execute the provisions of this section. The special fee shall be paid to the City within 30 days of the Contractor's receipt of the City invoice. Fees paid by the Contractor under the terns of this Section 3.1.16 are not regular performance fees for the purposes of Section 5, and shall not be counted in the cumulative performance fee default threshold referenced in Section 5.2. The City may elect to waive or receive the equivalent value of additional services, as negotiated, in lieu of the specific performance fees itemized in this section. 3.1.17 Site Planning and Building Design Review The Contractor shall, upon request and without additional cost, make available assistance with site planning and building design review to either the City and/or property owners/managers. The assistance shall be available for all new construction or remodeling of buildings and structures within the City Service Area. Contractor planning assistance for optimizing loading docks and other areas shall also be available for existing building owners/managers when realigning Garbage and, as may be appropriate, Recyclables services. All assistance shall be provided by the Contractor in a timely manner so as to not delay the planning and review process. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 16 of 54 Assistance shall include, but not be limited to reviewing and providing comments on building designs and site plans to ensure that those designs and plans incorporate: • Garbage and as may be appropriate, Recyclables removal areas and their location upon the site of the proposed construction or remodeling project; • adequate floor and vertical space for the storage and collection of Containers for all materials; • adequate access for vehicles to collect and empty Containers, including overhead clearance, turning radius, and access that does not require backing across sidewalks or violating any City code; • avoidance of surface water drains and ditches when considering Container locations and developing strategies for containment of any potential leaks; and, • strategies to reduce interior and exterior noise and emissions. All communications regarding this process shall be conducted electronically via email unless otherwise agreed to in writing by the Parties. 3.1.18 Safeguarding Public and Private Facilities The Contractor shall be obligated to protect all public and private improvements, facilities, and utilities whether located on public or private property, including street curbs. If such improvements, facilities, utilities, or curbs are damaged by reason of the Contractor's operations, the Contractor shall notify the City immediately in writing of all damage, and the Contractor shall repair or replace the same or pay the City for repairs. If the damage creates a public safety issue that requires an immediate response, the Contractor shall, along with notifying the City immediately in writing, call the City's Senior Engineer to inform then of such matter. If the Contractor fails to do so promptly, as determined by the City, the City shall cause repairs or replacement to be made, and the cost, including overhead and administrative costs, of doing so shall be paid by the Contractor or deducted from amounts owed the Contractor under the Contract. The City shall not be liable for any damage to property or person caused by the actions of the Contractor, and the Contractor shall indemnify and hold the City harmless for any such damage or legal implications from said actions pursuant to Section 7.5. 3.1.19 Transition and Implementation of Contract The Contractor shall develop, with the City's input and prior written approval, and submit to the City no Iater than 90 days after the Date of Execution of this Contract, a Transition and Implementation Plan for introducing the new and revised services to the different Customer sectors (i.e., Multifamily Complex and Commercial Customers), and detailing a specific timeline as to when different activities and events will occur, including details of Container delivery, how different events impact other events in the timeline and the process to be used to ensure that implementation occurs with no disruption. The Transition and Implementation Plan shall include details to update Contractor's website, information regarding new services, educational materials regarding Recycling, and other information or materials the Contractor desires to produce and provide to Customers. All materials, information, and education provided as part of the Transition and Implementation Plan shall be designed, developed, and delivered by the Contractor, at the Contractor's cost, and with prior written approval by the City. The City shall be provided a minimum of two weeks to review any materials, information, or education included in the Contractor's Transition and Implementation Plan. The City shall not be responsible or liable for payment of any costs associated with design, development, or delivery of any materials, information, or education as part of the Contractor's Transition and Implementation Plan. 3.1.20 Performance Review City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 17 of 54 The Cite znay, at its option, conduct a review of the Contractor's performance under this Contract. If conducted, the performance review shall include, but is not limited, to a review of the Contractor's performance relative to requirements and standards established in this Contract. The Contractor agrees to fully cooperate with the performance review and work with City staff and consultants to ensure a timely and complete review process. The results of the performance review shall be presented to the Contractor within 30 days of completion. Should the City determine that the Contractor fails to meet the Contract performance requirements and standards, the City shall give the Contractor written notice of all deficiencies. The Contractor shall have 60 days from its receipt of notice to correct deficiencies to the City's satisfaction. If the Contractor fails to correct deficiencies within 60 days, the City may allow the Contractor additional time to comply, accept other remedies for the service failure or proceed with the contract default process pursuant to Section 5.2 of this Contract, at the City's sole option. The costs of the development and implementation of any action plan required under this Section 3.1.20 or Section 5.1 shall be paid for solely by the Contractor, and the costs of developing or implementing such action plan may not be passed on to Customers or the City, or included in rates or fess charged Customers. 3.1.21 Continual Monitoring and Evaluation of Operations The Contractor's supervisory and management staff shall be available to meet with the City at either the Contractor's office or City offices, at the City's option, on an every -other -weekly basis during the first six months of the contract and monthly throughout the term of the Contract to discuss operational and Contract issues, or such other time periods as may be agreed to by the Parties in writing. The Contractor shall continually monitor and evaluate all operations to ensure that compliance with the provisions of this Contract is maintained. The City may periodically monitor collection system parameters such as participation, Container condition, contents weights, and waste composition. The Contractor shall assist and fully cooperate with the City by coordinating the Contractor's operations with the City's periodic monitoring to minimize inconvenience to Customers, the City, and the Contractor. The Contractor also shall provide full access to equipment, processing facilities, route and Customer service data, safety records, and other applicable information. The City's review of Contractor activities and records shall occur during normal Office Hours and shall be supervised by the Contractor's staff. 3.1.22 Collection/Disposal Restrictions Except for C&D Waste, all Garbage collected under this Contract shall be delivered to the City Disposal System, unless otherwise directed in writing by the City. Unauthorized disposal of Garbage, other than C&D Waste, Recyclables, and Compostables, outside of the City Disposal System shall be grounds for Contract default pursuant to Section 5.2 of this Contract. The Contractor shall not knowingly or as a result of gross negligence collect or dispose of Excluded Materials or other hazardous materials that are either restricted from disposal or would pose a danger to collection crews. If materials are rejected for this reason, the Contractor shall leave a written notice with the rejected materials listing why they were not collected and providing the Customer with a contact for further information about proper disposal options for such materials. Title to and liability for any Excluded Materials, or for other hazardous materials or substances that are either restricted from disposal or would pose a danger to collection crews (including but not limited to any City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 18 of 54 Sunshine Recyclers Inc. household Hazardous Waste and small quantity generator Hazardous Waste, special waste, and radioactive material) or the environment and that are included with any materials collected under this Contract by Contractor despite the Citv's and Contractor's attempts to prevent the inclusion of such materials shall not pass to Contractor, but shall remain with the party from whom such Excluded Materials or any such other materials or substances is received. 3.1.23 Emergency Response The Contractor shall provide the City with the use of the Contractor's labor and equipment for assistance in the event of a City disaster or emergency declaration. Contractor services shall be provided immediately upon City directions and paid at the Contract rates in Attachment B, provided that the City requests no more than an additional 10 drop -box hauls per weekday for a period not to exceed three weeks. If the City requires additional service to address a disaster or emergency event, the City shall negotiate with the Contractor or otherwise obtain the required additional services. The Contractor shall keep full and complete records and documentation of all costs incurred in connection with disaster or emergency response, and include such information in the annual reports required under Section 3.3.4. The Contractor shall maintain such records and documentation in accordance with the City's prior written approval and any standards established by the Federal Emergency Management Agency, and at the City's request, shall assist the City in developing any reports or applications necessar, to seek federal assistance during or after a federally -declared disaster. 3.2 Collection Services 3.2.1 Multifamily Complex Recyclables Collection Recycling shall be available to Multifamily Complex Customers utilizing Drop -box Container for Garbage Service at the Multifamily Complex Recycling rate surcharge provided in Attachment B in addition to their basic Garbage charges, based on the size of the Customer's Garbage Container. 3.2.1.1 Subject Materials All Recyclables listed in Attachment C for Multifamily Complex Customers, shall be collected from subscribers, without limit. 3.2.1.2 Containers The Contractor shall provide Recycling Containers at no additional charge to all Multifamily Complex Customers subscribing to Multifamily Complex Recycling service. The Contractor shall recommend appropriate Container sizes through its site visit and evaluation process. The Contractor shall encourage the use of Detachable Containers instead of multiple Carts at locations where more than one cubic yard of Recycling capacity is provided, unless space or other constraints favor the use of Carts. Containers used for the collection of Recyclables shall be delivered by the Contractor to requesting Customers within three days of the Customer's initial request. 3.2.1.3 Specific Collection Requirements If Recycling is requested, Multifamily Complex recycling collection shall occur at least weekly or more frequently if space constraints preclude providing sufficient weekly capacity. Collections shall be made on City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 19 of 54 a regular schedule on the same day(s) of the week and as close to a consistent time as possible to minimize Customer and tenant confusion. The Contractor and City shall jointly develop a protocol to address Multifamily Complex recycling contamination issues. The protocol shall address thresholds for when contamination levels trigger Customer contact, when to put a Customer on "probation" for possible discontinued collection, when to suspend collection service and remove the subject Container, and finally, procedures for allow a Customer to resume service after it has been suspended due to contamination. The Contractor shall implement the protocol consistently for all Customers and shall notify the City via e-mail of any Customer being handled under the protocol. 3.2.2 Drop -Box Container Garbage Collection 3.2.2.1 Subject Materials The Contractor shall provide Drop -Box Container Garbage collection services to Customers, in accordance with the service level selected by the Customer and the service rates set forth in Attachment B. 3.2.2.2 Containers The Contractor shall offer rental ofnon-compacted Drop -box Containers at the rates listed in Attachment B. Both Customer -owned and Contractor -owned Drop -box Containers used for compacting services shall be serviced. The Contractor shall maintain a sufficient Drop -box Container inventory to provide delivery of empty Containers by the Contractor to new and temporary Customers within three business days after the Customer's initial request. 3.2.2.3 Specific Collection Requirements The Contractor shall provide dispatch service and equipment capability of delivering empty and collecting full Drop -box Containers on the same business day if the Customer's initial request is received by the call center before or at noon, and no later than the next business day if the Customer's initial call is received by the call center after noon. At the Customer's request and if operationally necessary and not otherwise restricted due to space or other constraints, the Contractor shall deliver an empty Drop -box Container to the Customer at the time of collecting the full Drop -box Container. 3.2.3 Temporary (Non -Event) Container Customers The Contractor shall maintain a sufficient Drop -box Container inventory to provide delivery of empty Containers by the Contractor to temporary Customers within three business days after the Customer's initial request. The charges for all temporary Containers shall be included in Attachment B. No additional fees other than those included in Attachment B may be charged. Temporary Garbage services shall not exceed 90 days in duration. Customers requiring service for more than 90 days shall subscribe for Drop Box Garbage service. 3.2.4 Excluded Services This Contract does not include the collection or disposal of Excluded Materials. Collection of Garbage and Recyclables in any manner and by any Container type other than as specified herein are excluded from the Contract and are contracted for separately by the City. City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 20 of 54 Sunshine Recyclers Inc. 3.3 COLLECTION SUPPORT AND MANAGEMENT 3.3.1 General Customer Service The Contractor shall be responsible for providing all Customer service functions, including, but not limited to: • Answering Customer telephone calls and e-mail requests; • Informing Customers of current, new, and optional services and charges; • Handling Customer service requests, subscriptions and cancellations; • Receiving and resolving Customer complaints; • Dispatching Containers; • Billing; and, • Maintaining and updating regularly as necessary a user-friendly internet website. These functions shall be provided at the Contractor's sole cost, with such costs included in the Customer charges set forth in Attachment B. 3.3.2 Specific Customer Service Requirements The Contractor shall maintain a Spokane Valley -specific local or toll free telephone number with sufficient physical capacity to meet Section 3.3.2.4 performance requirements. The holiday collection schedule described in Section 3.1.6 shall also apply to Customer service coverage. Customer service representatives shall be available through the Contractor's call center during Office Hours for communication with the public and City representatives. Customer calls shall be taken during Office Hours by a person, not by voice mail. During all non -Office Hours for the call center, the Contractor shall have an answering or voice mail service available to record messages from all incoming telephone calls. 3.3.2.1 Customer Service Representative Staffing During Office Hours, the Contractor shall maintain sufficient staffing to provide timely response to complaints and service requests, consistent with required Contract response times for Customer communications. During office hours, Customers shall not be required to navigate automated telephone answering option branches in order to speak with a Customer service representative, but shall be routed directly to a Customer service representative. If incoming telephone calls necessitate, the Contractor shall increase staffing levels as necessary to meet Customer service demands. The Contractor shall work towards providing and publicizing a telephone number capable of handling service related text messages. The Contractor shall maintain sufficient staffing to answer and handle complaints and service requests in a timely manner made by methods other than telephone, including letters, e-mails, text messages or webpage messages. If staffing is deemed to be insufficient by the City to handle Customer complaints and service requests in a timely manner, the Contractor shall increase staffing levels to meet performance criteria. 33.2.2 City Customer Service The Contractor shall maintain staff that has management level authority to provide a point of contact for the majority of City inquiries, requests, and coordination covering the full range of Contractor activities related to this Contract. Duties include, but are not limited to: City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 21 of 54 • Assisting City staff with promotion and outreach to Customers; • Serving as an ombudsperson, providing quick resolution of Customer issues, complaints, and inquiries; and, • Assisting the City with program development and design, research, response to inquiries, and troubleshooting issues. The Contractor shall maintain a representative or answering service to contact such representative, available at an emergency telephone number and email for use by the City in the event of an emergency during all hours. The City shall not use the emergency contact after normal office hours for normal customer service issues. 3.3.2.3 Service Recipient Complaints and Requests The Contractor shall rccord all complaints and service requests, regardless of how received, including date, time, Customer's name and address, if the Customer is willing to give this information, method of transmittal, and nature, date and manner of resolution of the complaint or service request in a computerized daily log. Any telephone calls received via the Contractor's non -office hours voice mail or answering service shall be recorded in the log the following business day. The Contractor shall make a conscientious effort to resolve all complaints within one business day of the original phone call, letter, or interne communication, and service requests within the times established throughout this Contract for various service requests. If a longer response time is necessary for complaints or requests, the reason for the delay shall be noted in the log, along with a description of the Contractor's efforts to resolve the complaint or request. The Customer service log shall be available for inspection by the City, or its designated representatives, during the Contractor's Office Hours, and shall be in a format approved by the City. The Contractor shall provide a copy of this log in an electronic format from the Microsoft Office suite of software to the City with the annual report. 33.2.4 Handling of Customer Calls All incoming telephone calls shall be answered promptly and courteously, with an average speed of human answer of less than 30 seconds. No telephone calls shall be placed on hold for more than one minute, and on a monthly basis, no more than 10% of incoming telephone calls shall be placed on hold for more than 30 seconds. The Contractor is encouraged to provide a "call-back" function to handle high call volumes. A Customer shall be able to talk directly with a Customer service representative when calling the Contractor's Customer service telephone number during Office Hours without navigating an automated phone answering system. An automated voice mail service or phone answering system may be used when the office — both the Customer Service Office and the Customer Service Center — is closed. A Customer calling into the Customer service phone lines and placed on hold shall hear only messages that are applicable to Spokane Valley and not misleading to City Customers. 3.3.2.5 Corrective Measures Upon the receipt of Customer complaints in regard to busy signals or excessive delays in answering the telephone, the City may request the Contractor submit a plan to the City to correct the problem. Once the City has approved the plan, the Contractor shall have sixty (60) days to implement the corrective measures, except during the transition and implementation period from one (1) month prior to the Date of Commencement of Service, through the end of the fourth month after the Date of Commencement of Service, during which the Contractor shall have one (1) week to implement corrective measures. City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 22 of 54 Sunshine Recyclers Inc. Reasonable corrective measures shall be implemented without additional compensation to the Contractor. Failure to provide corrective measures shall result in possible performance fees for the Contractor. 33.2.6 Contractor Internet Website The Contractor shall provide a searchable user-friendly Internet website containing information specific to the Contractor's collection programs, material preparation requirements, available services and options, rates and fees, inclement weather service changes, and other relevant service information for its Customers. The website shall include an e-mail function for Customer communication with the Contractor, and the ability for Customers to submit service requests and manage their services on-line. Emailed Customer service requests shall be answered within one business day of receipt. The website shall offer Customers the option to receive and pay their service bills on-line through a secured bill payment system that enables Customers to make one-time or ongoing payments via credit card or checking/savings account at no extra charge. The website design shall be usability tested and then submitted for City approval a minimum of three months prior to the Date of Commencement of Service of this Contract, and then changes shall be subject to the City's prior approval throughout the term of this Contract. The website shall be functional for regular computers, tablets, and smart -phones or other similar mobile devices. Changes requested by the City shall be uploaded to the wcbsitc within 48 hours of the time of the request. Changes requested by the City that are related to an emergency or time -sensitive situation (such as an inclement weather event, windstorm, or event preventing access to a Customer's regular place of container set -out) shall be uploaded to the website within four hours of the time of request. The Contractor shall review the website monthly, update as needed, and send emails of the updates to the City. Appropriate links shall be provided to the Citi 's website and the Contractor shall check monthly that all links (including both City and non -City) links are current. Upon City request, the Contractor shall provide a website utilization report indicating the usage of various website pages and email option. 3.3.2.7 Full Knowledge of Garbage and Recyclables Programs Required The Contractor's Customer service representatives shall be fully knowledgeable of all collection services in Spokane Valley available to Customers under this Contract. For new Customers, Customer service representatives shall explain all Garbage and Recyclables (for Multifamily Complex Customers), and collection options available and specific to the service sector the Customer requires. For existing Customers, the representatives shall explain new services and options, and resolve recycling issues (for Multifamily Complex Customers), collection concerns, missed pickups, Container deliveries, and other Customer concerns. Customer service representatives shall be trained to inform Customers of Recyclables preparation specifications. City policy questions shall be immediately forwarded to the City for response. The Contractor's Customer service representatives shall have immediate electronic access to Customer service data and history. The Contractor shall provide the City with internal customer service representative training and support information specific to the City to allow the City to review and check information provided to customer service representatives and, in turn, provided to City Customers. Any revisions to these materials shall be approved in writing (via e-mail) by the City prior to being used by customer service representati ves. Upon City request, the Contractor shall also provide the City with up to two phantom billing accounts representing various sectors to facilitate City monitoring of Customer communications and billing protocols. These phantom accounts shall be established in conjunction with the City, shall be accessible to the City, and managed as if the City were a normal Customer using these accounts. City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 23 of 54 Sunshine Recyclers Inc. 3.3.2.8 Customer Communications The City and Contractor recognize that Customer preferences for their method of communication may change during the term of this Contract and agree to adjust customer service expectations to match Customer preferences. For example, if call traffic to the Contractor's telephone -based call center reduces over time and is supplanted by an increase in texting, the Contractor shall shift staff resources accordingly to ensure high levels of customer service. The City and Contractor agree to review Contract requirements periodically and negotiate in good faith any desired improv ements to the Contract service standards related to customer service delivery. 33.3 Customer Billing Responsibilities The Contractor shall be responsible for all billing functions related to the collection services required under this Contract. All Customers shall be billed monthly. In no case shall a Customer's invoice be past due prior to the receipt of all services covered by the billing period. The Contractor's billing cycle parameters include, but are not limited to the service period, invoice date, due date, late fee date, reminder date(s), Container removal and stop -service date. The City reserves the right to review and provide feedback on the bill template used by the Contractor as to format and design to ensure Customer satisfaction. The Contractor shall evaluate and may incorporate the City's recommendations in good faith. Billing and accounting costs associated with Customer invoicing, including credit card fees, shall be borne by the Contractor, and are included in the service fees in Attachment B. The Contractor may bill to Customers late payments and "non -sufficient funds" check charges, as well as the costs of bad debt collection, under policies and amounts that have been previously approved in writing by the City. The Contractor shall offer paperless billing, including an autopaylelectronic notification function that allows Customer to set up autopay and receive an e-mail or text notification of the amount and draw date of the payment, without requiring the Customer to navigate to the Contractor's website to obtain that information. The Contractor shall be responsible for the following: • Generating Garbage and Recyclables (if applicable) billing for all Customers; • Generating bills printed double -sided; • Generating bills that include at a minimum a statement indicating the Customer's current service level, current charges and payments, appropriate taxes and fees, Customer service contact information and website information; Generating bills that clearly state the date at which late fees will be assessed for non-payment; • Generating bills that have sufficient space on the front of the bill for educational or informational messaging, as directed by the City; • Accepting automatic ongoing payments from Customers via debit or credit card, checking or savings account withdrawal, or by wire transfer. No transaction fees may be levied on any Customer payments; • Accepting, processing, and posting payment data each business day as applicable; City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 24 of 54 • Accepting bill inserts for specific Customer sectors; • Maintaining a system to monitor Customer subscription levels and charge for additional services requested and delivered. This system shall maintain a Customer's historical account data for a period of not less than six (6) years from the end of the fiscal year in accordance with the City's record retention policy, and in a manner that is instantaneously accessible to Customer service representatives needing to refer to Customer service data and history; • Accepting and responding to Customer requests for service level changes, missed or inadequate collection services, and additional services; • Collecting unpaid charges from Customers for collection services; and • Implementing rate changes as specified in Section 4.3. The Contractor shall be required to have procedures in place to backup and minimize the potential for the loss or damage of the account servicing (e.g., Customer service, service levels, and billing history) database. The Contractor shall ensure that at a minimum a daily backup of the account servicing database is made and stored off-site. The Contractor shall also provide the City with a copy of the account servicing database (excluding Customer financial information such as credit card or bank account numbers) sorted by Customer sector via e-mail, FTP site or electronic media upon request. The City shall have unlimited rights to use such account servicing database to manage its solid waste program, including, but not limited to, developing targeted educational and outreach programs, analyzing service level shifts or rate impacts, and/or providing information to successor contractors. Upon seven (7) days written notice, the Contractor shall provide the City with a paper and/or electronic copy at the City's discretion of the requested Customer information and history, including but not limited to Customer names, service and mailing addresses, contact information, service levels, and current account status. The City may, at its option, transition to a billing agent relationship with the Contractor where the Contractor shall bill City -specified rates to Customers for all services under this Contract on the City s behalf and then receive, post and remit all funds to a City -specified account. The City shall then manage the receipts and pay the Contractor Contract rates, including or excluding the disposal cost component depending on whether the City elects to pay Garbage disposal fees directly to City's Disposal System. In the event that the City elects to shift to a billing agent relationship, the City and Contractor agree to negotiate the terms of transition, direct payment of disposal fees to the City's Disposal System, inclusion of additional billed utilities and other items in good faith, provided that the Contractor's underlying compensation for Contract services, other than the disposal component, shall remain substantially the same. 3.3.4 Reporting The Contractor shall provide annual and ad hoc reports to the City. The Contractor report formats may be specified and reasonably modified from time to time at City request at no cost to the City. In addition, the Contractor shall allow City staff access to pertinent operations information related to compliance with the obligations of this Contract, such as vehicle route assignment and maintenance logs, Garbage and/or Recyclables processing facility certified weight slips, and Customer charges and payments. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 25 of 54 3.3.4.1 Annual Reports On an annual basis, by January 30th, the Contractor shall provide a report containing the following information for the previous year: 1. A billing summary that provides the number of Customers billed at each service level (e.g. by container size, extra services) for each service sector (e.g., Multifamily Complex, Commercial Customers and Temporary Customer hauls by Container size), the total number of Customers for each type of service by sector, Customer receipts by each service level, and total billings. 2. A log of all Customer complaints, including Customer name, property name and address, date of contact or site visit, reason for site visit, results of Customer request, complaint, inquiry and/or site visit, Container sizes for various materials (e.g., Garbage or Recycling), frequency of collection for various materials before site visit and resulting changes after site visit, additional follow-up needed, follow-up conducted, results of follow-up, and materials provided. 3. A summary of total Garbage and Recyclables quantities collected (in tons) for each collection sector. The summary shall include the names of facilities used for all materials and tonnage delivered to each facility. 4. A description of any vehicle accidents, infractions, leaks or spills. 5. A discussion of promotion, education, and outreach efforts, and accomplishments for each sector and plans for the coming year. 6. An inventory of current collection vehicles and other major equipment, including model, year,. make, serial or VIN number, assigned vehicle number, mileage (if vehicle), collection sector assigned to or used in, and maintenance history, including vehicle painting. 7. A list of Multifamily Complexes for which the Contractor is currently providing Garbage service and which are eligible for Recycling collection service, but not receiving service, with the results of required contacts made during the year to promote the Recycling service to those complexes, including the reason why the Multifamily Complex is not receiving Recycling service. 8. Upon at least 30 days' written notice from the City (e.g., prior to December 1), a summary of Recyclables market prices. Upon written request, the City may require that the summary of Recyclables also include contamination levels and processing residues disposed as Garbage and a description of the methodology used to determine contamination or residual levels (e.g. sample loads from an individual route truck, aggregate samples from all loads delivered to a facility, etc.). If Recycling collection vehicles are used to service more than one jurisdiction, the Contractor shall develop an apportioning methodology that allows the accurate calculation and reporting of collection volumes and quantities from the different jurisdictions. The apportioning methodology shall be subject to the prior review and written approval of the City, and shall be periodically verified through field testing by the Contractor. 33.4.2 Ad Hoc Reports The City may require specialized ad-hoc reports from the Contractor at no additional cost to the City, provided that such reports do not require the Contractor to expend more than 20 staff hours each calendar year to complete. If ad hoc reporting requires over 20 hours in a particular calendar year, the Contractor City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 26 of 54 Sunshine Recyclers Inc. may charge the City for additional staff time at a rate of $35 per hour, as adjusted annually by the same CPI modification adjustment as set forth in Section 4.3.1. The Contractor shall inform the City of the cumulative total of hours expended, supported by a listing of staff names, date of work, work task and hours expended, upon the completion of each report requested by the City. These reports may include Customer service database tabulations to identify specific service level or participation patterns or other similar information. Reports shall be provided in such format and with such software compatibility as reasonably may be specified by the City. 3.3.4.3 Other Reports If requested by the City, the Contractor shall provide daily route information for all service sectors and collection streams for the purpose of evaluating potential collection system changes during the term of the Contract. Information received by the City shall be subject to existing laws and regulations regarding disclosure, including the Public Disclosure Act, chapter 42.56 RCW. 3.3.5 Promotion and Education The Contractor, at its own cost and at the direction and approval of the City, shall have primary responsibility for developing, designing, executing, and distributing public promotion, education, and outreach programs. The Contractor shall also provide at its cost annual service-oriented information and outreach to Customers, distribution of City -developed promotional and educational pieces at the City's direction, and implementation of on-going recycling promotions, education, and outreach programs at the direction of the City. All written materials, Customer surveys and other general communications provided to Customers by the Contractor shall be approved in advance by the City. Each September, the City and Contractor shall jointly plan the Contractor's specific promotion and education program for the following year, including adjustments in materials and/or targeted audiences, as consistent with the City's solid waste management plan. The Contractor shall contact, at the City's request, the manager or owner of Multifamily Complex sites to which it provides Drop -box Container service to encourage recycling participation, address concerns, space or contamination problems, provide outreach to residents, and inform the manager or owner of all available services and ways to decrease Garbage generation. The Contractor shall coordinate and work cooperatively with City staff and/or consultants hired to conduct outreach and education, and provide technical assistance. Any additional promotional, educational, and informational materials provided by the Contractor to Customers in connection with the Contract shall be designed, developed, printed, and delivered by the Contractor, at the Contractor's cost, and subject to the Citv's final written approval as to form, content, and method of delivery. The City shall review and approve all materials and a minimum of a two weeks City review period shall be provided in all cases by the Contractor to allow sufficient time for City review and approval. 3.3.6 Transition to Next Contractor The Contractor shall work with the City and any successive contractor in good faith to ensure minimal Customer disruption during the transition period from the City's previous contractor to the City's new Contractor. Container removal and replacement shall be coordinated between the Contractor and a successive contractor to occur simultaneously in order to minimize Customer inconvenience. The Contractor shall remove any Containers for all services or any portion of services provided under this Contract upon sixty (60) days written notice from the City. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recycicrs Inc. December, 2017 Page 27 of 54 The Contractor shall provide a detailed Customer list in an electronic format acceptable to the City, including Customer name, contact information (i.e., telephone number and e-mail address, if available), service address, mailing address, collection service levels and frequencies, and Container rental service levels to the successive contractor within seven (7) days of initial request by the City. Failure to fully comply with this Section 3.3.6 shall result in the forfeiture of the Contractor's performance bond, at the City's discretion, 4. COMPENSATION 4.1 Compensation to the Contractor 4.1.1 Rates The Contractor shall be responsible for billing and collecting funds from Customers in accordance with the charges for services listed in Attachment B. The Contractor may reduce or waive at its option, but shall not exceed, the charges listed in Attachment B. These payments shall comprise the entire compensation due to the Contractor. In the event that a Customer places Excluded Materials in a Container, and the Contractor collects those materials inadvertently and incurs extraordinary expenses dealing with those materials, the Contractor may charge the Customer the actual costs of managing those materials, as approved by the City, which approval shall not be unreasonably withheld or delayed. Actual costs shall include additional transportation, handling, and disposal costs incurred by the Contractor for handling only those specific materials traceable to that. Customer. The City is not required under this Contract to make any payments to the Contractor for services performed, or for any other reason, except as specifically described in this Contract, or for services the City obtains as a Customer. In the event that the Contractor or a Customer desires Drop -box Container -related services not specifically addressed in this Contract, the Contractor shall propose service parameters and a rate to the City in writing, based on the average of surrounding WUTC tariffs if such service is addressed in current tariffs. Upon the City Managers written approval, the Contractor may provide the requested services. In no case shall the Contractor provide unauthorized services or charge unauthorized rates. The City Manager may, at his or her sole discretion, determine whether to bring the proposed services and rates to the City Council for approval. 4.1.2 Itemization on Invoices Except as otherwise provided in this Contract, all applicable City, County, and Washington State solid waste or household hazardous waste taxes or fees, utility taxes, and (if allowed under the last paragraph of Section 4.1.2) sales taxes shall be itemized separately on Customer invoices and added to the charges listed in Attachment 8, except that the City Administrative Fees shall be included in Attachment B rates and shall not be itemized separately on Customer invoices. All Recyclables Container costs, collection costs, and revenues are included in the Multifamily Complex Recycling Surcharge subscription rates listed in Attachment B. Charges for all services listed on Attachment B shall be itemized on the Customer invoices separately by the Contractor, and may at no time exceed the charges set forth in Attachment B. The City's disposal fee City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 28 of 54 Sunshine Recyclers Inc. as it exists on the date of execution or as thereafter modified shall also be itemized separately on Customer invoices with charges for Drop -box Container service. The Contractor shall charge Drop -box Customers the actual disposal cost without mark-up. The Contractor shall not separately charge sales tax for services that include any Container as part of the overall service package such as Multifamily Complex Recycling collection. Only Services that separate and itemize optional container rental (specifically Drop -box Container rental) shall have sales tax charged and listed on Customer invoices. The Contractor shall pay appropriate sales tax upon purchase of all equipment and Containers, and those costs are included in the rates provided in Attachment B. In no case shall Customers be separately charged sales taxes paid by the Contractor on its equipment and Containers. 4i Compensation to the City At the option of the City and upon 90 days written notice, the Contractor shall pay to the City an. Administrative Fee on or before the last working day of each month during the remaining term of this Contract. The Administrative Fee shall be based on the gross receipts received by the Contractor from Customers under this Contract for the prior month's receipts, excluding Drop -box disposal fees. Calculation of gross receipts shall not include an Administrative Fee collected from Customers. When providing notice to begin the Administrative Fee, the City shall set the initial Administrative Fee rate. The Administrative Fee shall be assessed as a percentage of gross receipts received by the Contractor from those Customers since the last Administrative Fee payment period, consistent with the administrative fee calculations shown in Attachment D. The Contractor's obligations to pay the Administrative Fee shall extend past the termination date of this Contract until the Contractor is no longer receiving payments from Customers for services provided under this Contract. The rates included in Attachment 8, as modified during the term of this Contract, include the Administrative Fee, and Customers shall not be separately charged an itemized Administrative Fee. Attachment D contains an example of how the Administrative Fee is included in rates, and lists the Contractor's service rate, the City's share of the retail rate, the State excise tax associated with the Administrative Fee, and the combined retail rate. Any adjustments to the Administrative Fee rate shall be calculated in a manner consistent with the example shown in Attachment D. The Contractor shall fully participate with any City billing audit to confirm the Contractor's Customer receipts during any accounting period during the term of the Contract. The audit shall be confined to confirming Customer billing rates, Contractor receipts for services provided under this Contract and bad debt recovery. The Administrative Fee may be changed by the City in any year, provided that the change is synchronized with the annual Contractor rate modification described in Section 3.3. The City shall notify the Contactor of the new Administrative Fee for the following year by August 1s`, and the Contractor shall itemize and include the appropriate adjustment in its Rate Adjustment Statement provided September 1' of each year. In the event that the Administrative Fee is adjusted, either up or down, the Contractor shall add or subtract an amount equivalent to the state excise tax, as may be adjusted from time to time by the State of Washington. In addition, the Contractor shall be responsible for payment of all applicable permits, licenses, fees and taxes as described in Section 7.10, Permits and Licenses. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 29 of 54 4.3 Compensation Adjustments 4.3.1 Annual CPI Modification The Contractor's collection service charges and miscellaneous fees and Contract options contained in Attachment B, excluding waste disposal fees, for each level of service shall increase or decrease each year by 90% of the annual 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 12 -month period and multiplying the result by the then applicable service charges and miscellaneous fees. Such increases or decreases are considered part of this Contract that occur automatically on an annual basis and shall not require additional City Council approval; provided such increases or decreases are subject to City review and verification as set forth below for the amount of such increase or decrease. Adjustments to the Contractor's collection service charge shall be made in units of one cent ($0.01). Fractions less than one cent ($0.01) shall not be considered when making adjustments. Rates shall be adjusted annually, beginning December 1, 2018. The Contractor shall submit in writing and electronic form to the City for review and verification a Rate Adjustment Statement, calculating the new rates for the next year, on or by September 1" of each year, starting September 1, 2018. The City shall review and provide comment as to any errors with the calculations, by September 15th of each year. In the event that the Contractor does not submit a Rate Adjustment Statement by September 151, the City shall. calculate and unilaterally implement a rate adjustment based on the best available information as of September 1" of that year for the applicable period, and the Contractor shall lose the right to appeal this action. Absent City notification and subsequent remedy of errors, the new rates shall take effect on December 15` of that year. Contractor shall notify Customers of the impending rate adjustment by October 15th, at least 45 days prior to the new rate going into effect. Should ratepayers not receive notification by October 15`x', due to missed deadlines by the Contractor, implementation of the new rates shall be delayed by one month without opportunity for recovery of lost revenue. An example of rate adjustments due to Consumer Price Index changes is provided in Attachment D. 43.2 Changes in Disposal Processing Sites If the Contractor is required by the City or other governmental authority to use a Garbage disposal site other than those being used at the initiation of this Contract, the Contractor shall submit a detailed proposal, including full disclosure of relevant cost impacts, for the adjustment of the rates to reflect any additional cost or savings to the Contractor. The Contractor's rates pursuant to this Contract in such a case shall be adjusted so as to pass through any resulting additional costs incurred by or savings to the Contractor. The City and Contractor agree to negotiate in good faith and to make any changes to the rates to accomplish a pass-through of any such costs or savings. 4.3.3 Other Modifications Except as otherwise expressly provided for by this Contract, Contractor shall not adjust or modify the rates charged to Customers above the rates set forth in Attachment B due to employee wage increases, changes in commodity prices for Recyclables, or other changes affecting the collection system. In the event that unforeseen temporary market failure prevents or precludes compliance with the requirements of Section 3.1.10, the Contractor may request a temporary adjustment or other relief from the requirements of that Section 3.1.10. The City may request any and all documentation and data reasonably City of Spokane Valley December, 2017 Comprehensive Drop-hox Container Collection Contract Page 30 of 54 Sunshine Recyclers Inc. necessary to evaluate such request by the Contractor, and may retain, at its own expense, an independent third party to audit and review such documentation and such request. if such third party is retained, the City shall take reasonable steps, consistent with State law, to protect the confidential or proprietary nature of any data or information supplied by the Contractor. If an unforeseen market failure persists more than nine months, the Parties agree to engage in good faith negotiations to determine a mutually acceptable course of action, including but not limited to eliminating the materials from the list of Recyclables, changing Customer preparation requirements, or any other mutually -agreeable solution. The City shall review the Contractor's request within 120 day s of receipt. Upon the City's review of the Contractor's request, the City shall approve or deny the request, at its sole discretion. 4.33.1 New or Changes in Existing Taxes If new City, County, Washington. State, or Federal taxes are imposed, or the rates of existing taxes are changed after the Date of Execution of this Contract, and the impact of these changes results in material increases or decreases in annual Contractor costs, the Contractor and City shall enter into good faith negotiations to determine whether compensation adjustments are appropriate and if so, to determine the amount and the method of adjustment. In the event that road or bridge tolls are implemented that affect the Contractor's operations under this Contract, the City and Contractor agree to enter into good faith negotiations to adjust compensation accordingly. 4.3.3.2 Changes in Service Provision In the event that either the Contractor or City propose any changes in how Contract services are provided that materially reduce Contractor costs, the Contractor shall promptly notify the City in writing of such reduced costs and expected Customer impacts. If the City reasonably believes that the changes will result in an adverse effect on City Customers, the City may, at its sole option, reject the proposed change. Otherwise, the Contractor and City shall mutually agree on how to split the savings between the Contractor and Customer to reflect any potential net decrease in Customer convenience due to the change. 4.4 Change in Law In the event there are changes in federal. State, or local laws or regulations which result in material increases or decreases in annual Contractor costs, the Contractor and City shall enter into good faith negotiations to determine whether compensation adjustments are appropriate, and if so, to determine the amount and the method of adjustment. If the City requires review of financial or other proprietary information in conducting its rate review, at the request of the Contractor, the City shall retain a third -party to review such information at the City's expense, and shall take such other steps as are reasonably feasible and appropriate to protect the confidential nature of Contractor's documents. This section shall not require the City to approve any compensation adjustment. S. FAILURE TO PERFORM, REMEDIES, TERMINATION The City expects high levels of Customer service and collection service provision. Performance failures shall be discouraged, to the extent possible, through specific performance fees for certain infractions and through. Contract default for more serious lapses in service provision. Section 5.1 details infractions subject to performance fees, and Section 5.2 details default provisions and procedures. City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 31 of 54 Sunshine Recycicrs Inc. 5.1 Performance Fees The City reserves the right to make periodic, unscheduled inspection visits or review of Contractor's activities to determine the Contractor's compliance with the provisions and requirements of this Contract. Such inspections or review are not required to be based upon any formal complaint or notification. In the event that the City's inspection reveals that the Contractor has failed to satisfactorily perform any duties of this Contract, the City shall present a documented incident report to the Contractor detailing such unsatisfactory performance. The Contractor and the City agree that upon receiving such report, the Contractor shall pay the following dollar amounts, not as a penalty, but as performance fees for failure to satisfactorily perform its duties under this Contract. The City and the Contractor agree that the City's damages would be difficult to prove in any litigation, and that these dollar amounts are a reasonable estimate of the damages sustained by the City as a result of the Contractor's failure to satisfactorily perform its duties under this Contract. Performance fees shall consist of the following, as well as those set forth in Section 3.1.16: City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 32 of 54 Action or Omission Performance fees 1 Collection before or after the times specified in Section 3.1.4, except as expressly permitted m writing. $500 per incident (each vehicle on each route is a separate incident). 2 Repetition of complaints after notification, including, but not limited to, failure to replace Containers in designated locations, spilling, not closing gates, not replacing lids, crossing planted areas, or similar violations. 550 per incident, not to exceed $5,000 per vehicle per day. 3 Failure to promptly clean-up or collect leaked or spilled materials after notification by the City. Twice the cost of cleanup to the City, plus $500 per incident. 4 Repeated leakage or spillage from Contractor vehicles or of vehicle contents after City notification to the Contractor of the problem. 5500 per vehicle, per inspection, plus clean-up costs. 5 Failure to replace a leaking Container within one business day of notification. $250 per incident, and then 5100 per day that the Container is not replaced. 6 Failure to collect materials within the time periods specified within the Contract. 5100 per incident to a maximum of $5,00(] per vehicle per day. 8 Rejection of Garbage or Recyclables without providing documentation to the Customer of the reason for rejection. 5100 per incident. 9 Failure to deliver Containers within three days of request to Customers requesting service after the Date of Commencement of Service. 5100 per incident. 10 Material misrepresentation by Contractors in records or reporting, as determined by the City or upon a series of misrepresentations when the Contractor has failed to provide correct and accurate records or reporting. 55,000 per incident. I 1 Failure to provide the required annual report on time. $50(} per day past deadline. 12 Failure to maintain clean, sanitary and properly painted Containers, vehicles and facilities. $50 per incident, up to maximum of $1,00(} per inspection. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 32 of 54 Nothing in this Section shall be construed as providing an exclusive list of the acts or omissions of the Contractor that shall be considered violations or breaches of the Contract, and the City reserves the right to exercise any and all remedies it inay have with respect to these and other violations and breaches. The performance fees schedule set forth here shall not affect the City's ability to terminate this Contract as described in Section 5.2. Performance fees, if assessed during a given month, shall be invoiced in writing by the City to the Contractor. The City shall notify the Contractor of an assessment of performance fees within 30 days of the City becoming aware of the violation. The Contractor shall be required to pay the City the invoiced amount within 30 days of billing. Failure to pay performance fees shall be considered a breach of this Contract, and shall accrue penalty charges of 8.0% of the amount of any delinquent payments. Any performance fees assessed against the Contractor may be appealed by the Contractor to the City within 10 days of being invoiced for assessed performance fees. The Contractor shall be allowed to present evidence as to why the amount of the assessed performance fees should be lessened or eliminated including the provision of incorrect information provided by a previous contractor for contract failures during the initial transition period. The City reserves the right to waive any performance fee. The decision of the City shall be final. 5.2 Contract Default The Contractor shall be in default of this Contract if it abandons or violates any portion or provision of this Contract, fails to fully and promptly comply with all its obligations, or fails to give any satisfactory reason for noncompliance. In addition, the Contractor shall be in default of the Contract should, including but not limited to, any of the following occur: 1. The Contractor fails to commence the collection of Garbage and Recyclables, or fails to provide any portion of service under the Contract on the Date of Commencement of Service, or for a period of more than five consecutive collection days at any time during the term of this Contract except as provided pursuant to Section 3.1.16 (labor disruption) or Section 7.15 (force majeure); City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 33 of 54 Action or Omission Performance fees 13 Collection of Rccyclablcs in a vehicle placarded for Garbage collection without the express written permission of the City. $2,000 per vchicle, per incident. 14 Failure to meet Customer service answer and on -hold time performance requirements. $100 per day. 15 Failure to meet the service and performance standards listed in Section 3.2 of this Contract for a period of two consecutive months. $250 per day until the service standards listed in Section 3.2 are met for 10 consecutive business days. 16 Failure to properly use an authorized switchable placard or nameplates as described in Section 3.1.13. $100 per placard per vehicle per day. 17 Inability to reach the Contractor's staff via the emergency telephone number within one hour of the City becoming aware of the event giving rise to the call. $500 per incident. 18 The use of outdated, or unauthorized stickers, or lack of required stickers on Contractor -provided Containers. $50 per Container. 19 Failure to have correct rates for all Customer sectors and service levels listed on the Contractor's wvcbsitc.. $250 per day, with no maximum. Nothing in this Section shall be construed as providing an exclusive list of the acts or omissions of the Contractor that shall be considered violations or breaches of the Contract, and the City reserves the right to exercise any and all remedies it inay have with respect to these and other violations and breaches. The performance fees schedule set forth here shall not affect the City's ability to terminate this Contract as described in Section 5.2. Performance fees, if assessed during a given month, shall be invoiced in writing by the City to the Contractor. The City shall notify the Contractor of an assessment of performance fees within 30 days of the City becoming aware of the violation. The Contractor shall be required to pay the City the invoiced amount within 30 days of billing. Failure to pay performance fees shall be considered a breach of this Contract, and shall accrue penalty charges of 8.0% of the amount of any delinquent payments. Any performance fees assessed against the Contractor may be appealed by the Contractor to the City within 10 days of being invoiced for assessed performance fees. The Contractor shall be allowed to present evidence as to why the amount of the assessed performance fees should be lessened or eliminated including the provision of incorrect information provided by a previous contractor for contract failures during the initial transition period. The City reserves the right to waive any performance fee. The decision of the City shall be final. 5.2 Contract Default The Contractor shall be in default of this Contract if it abandons or violates any portion or provision of this Contract, fails to fully and promptly comply with all its obligations, or fails to give any satisfactory reason for noncompliance. In addition, the Contractor shall be in default of the Contract should, including but not limited to, any of the following occur: 1. The Contractor fails to commence the collection of Garbage and Recyclables, or fails to provide any portion of service under the Contract on the Date of Commencement of Service, or for a period of more than five consecutive collection days at any time during the term of this Contract except as provided pursuant to Section 3.1.16 (labor disruption) or Section 7.15 (force majeure); City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 33 of 54 2. The Contractor fails to obtain and maintain any permit, certification, authorization, or license required by the City, County, or any federal, State, or other regulatory body in order to collect materials under this Contract, or comply with environmental standards and regulations applicable to services provided under this Contract; 3. The Contractor's noncompliance creates a hazard to public health or safety or the environment; 4. The Contractor causes uncontaminated Recyclables to be disposed of in any way, such as in a Landfill or incinerated at an incinerator or energy recovery facility, without the prior written permission of the City; 5. The Contractor fails to make any required payment to the City, as specified in this Contract; 6. The Contractor is assessed performance fees in excess of $5,000.00 during any consecutive six month period; or 7. The Contractor fails to resume full service to Customers within twenty-one days following the initiation of a labor disruption pursuant to Section 3.1.16. The City reserves the right to pursue any remedy available at law or in equity for any default by the Contractor. In the event of default, the City shall give the Contractor 10 days prior written notice of its determination of a default, intent to exercise its rights, stating the reasons for such action, and the period for the Contractor to cure the default. In the event no cure period is specified in such notice, the cure period shall be 10 days from the date of the notice. If an emergency arises that does not allow 10 days prior written notice, the City shall immediately notify the Contractor of its intent to exercise its rights immediately. If the Contractor cures the stated reason within the stated cure period, or initiates efforts satisfactory to the City to remedy the stated reason and the efforts continue in good faith, the City may opt to not exercise its rights for the particular default. If the Contractor fails to cure the stated reason within the stated period, or does not undertake efforts satisfactory to the City to remedy the stated reason, then the City may at its option terminate this Contract. The City shall send notice of termination to the Contractor and surety on the Contractor's performance bond. Upon receipt of such notice, the Contractor agrees that it shall promptly discontinue the services provided under this Contract. The surety of the Contractor's performance bond may, at its option, within 10 days from such written notice, assume the services provided under this Contract that the City has ordered discontinued and proceed to perform same, at its sole cost and expense, in compliance with the terms and conditions of the Contract, and all documents incorporated herein. In the event that the surety on the Contractor's performance bond fails to exercise its option within the 10 day period, the City may complete the services provided under this Contract or any part thereof, either through contract with another party or any other means. The City shall be entitled to recover from the Contractor and the surety on the Contractor's performance bond as damages all expenses incurred, including reasonable attorney's fees, together with all such additional sums as may be necessary to complete the services provided under this Contract, together with any further damages sustained or to be sustained by the City. If City employees provide Garbage or Recyclables collection, the actual incremental costs of City labor, overhead, and administration shall serve as the basis for a charge to the Contractor and the surety on the Contractors performance bond. City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 34 of 54 Sunshine Recyclers Inc. 6. NOTICES All notices required or contemplated by this Contract shall be in writing and personally served or mailed (postage -prepaid and return receipt requested), addressed to the parties as follows, or as amended by the City: To City: City Manager City of Spokane Valley 11707 East Sprague Avenue, Suite 106 Spokane Valley, WA 99206 After September 1, 2017: City Manager City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 To Contractor: Marc B. Torre Sunshine Disposal & Recycling 920 North Argonne Road, Suite 300 Spokane Valley, WA 99212 7. GENERAL TERMS 7.1 Collection Right The Contractor shall be one of the non-exclusive providers contracted by the City to collect Garbage in Drop -box Containers and Multifamily Complex Recyclables from Multifamily Complex Customers that utilize Drop -box Containers for primary Garbage service within the City Service Area. Collection of Drop - box Garbage and, as may be applicable, Recyclables, shall occur solely in accordance with the terms of this Contract. No other collection rights are otherwise authorized unless specifically granted by the City. The City shall not be obligated to join or instigate litigation to protect the right of the Contractor. This Contract provision shall not apply to Garbage or Recyclables self -hauled by the generator; to Source - separated materials hauled by common or private carriers (including drop-off recycling sites); to C&D Waste hauled by self -haulers or construction or demolition contractors in the normal course of their business; to Yard Debris generated and hauled by private landscaping services; or to non-residential Compostables hauled by common or private carriers. The Contractor shall retain the right and cover all costs to dispose of or process and market the Garbage and/or Recyclables once these materials are placed in Contractor -provided. Containers. The Contractor shall retain revenues gained from the sale of Recyclables. Likewise, a tipping or acceptance fee charged for Recyclables shall be the financial responsibility of the Contractor. 7.2 Access to Records The Contractor shall maintain in its local office full and complete operations, Customer, financial, and service records related to the Contractor's performance under this Contract. These records shall be available upon reasonable notice for inspection and copying for any reasonable purpose by the City. In addition, the Contractor shall, during the Contract term, and at least seven years thereafter, maintain in an office in Spokane County reporting records and billing records pertaining to the Contract that arc prepared in City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 35 of 54 Sunshine Recyclers Inc. accordance with Generally Accepted Accounting Principles, reflecting the Contractor's services provided under this Contract. Those Contractor's accounts shall include, but shall not be limited to, all records, invoices, and payments under the Contract, as adjusted for additional and deleted services provided under this Contract. The City shall be allowed access to these records for audit and review purposes, subject to the same protections of the Contractor's financial or other proprietary information set forth in Section 4.4. The Contractor shall make available copies of certified weight slips for Garbage and Recyclables on request within 10 business days of the request. The weight slips may be requested for any period during the teen of this Contract. 7.3 Insurance The Contractor shall procure and maintain insurance, as required in this Section, without interruption from commencement of the Contractor's work through the term of the contract and for thirty (30) days after the Physical Completion date, unless otherwise indicated herein. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 7.3.1 Minimum Scope of Insurance Contractor shall procure and maintain for the duration of the Contract, 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. Contractor shall obtain insurance of the types described below: 1. 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 and including Pollution coverage related to transport cargo. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, and personal injury, and advertising injury. There shall be no endorsement or modification of the Commercial General Liability Insurance for liability arising from explosion, collapse, or underground property damage. City shall be named as an additional insured under Contractor's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at Least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Contractor's Pollution Legal Liability insurance coverage (claims -made form) covering any claim for bodily injury, personal injury, property damage, cleanup costs, and legal defense expenses applying to all work performed under the Contract, including that related to transported cargo. Contractor warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract; and that the continuous coverage shall be maintained or an extended discovery period shall be exercised for a period of three years beginning from the date services City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 36 of 54 under this Contract are terminated. The City shall be named by endorsement as an additional insured on the Contractor's Pollution Legal. Liability insurance policy. 5. Commercial Umbrella Liability insurance (not "excess Umbrella Liability Insurance). This Umbrella Liability Insurance shall apply above, and be at least as broad in coverage scope, as the Contractor's Commercial General Liability and Automobile Liability Insurance. 7.3.2 Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 for each occurrence, $2,000,000 for general aggregate, and $2,000,000 products completed operations aggregate limit. 3. Employer's Liability, $1,000,000 per occurrence. 4. Contractor's Pollution Legal Liability insurance shall be written with limits of $5,000,000 each incident. 5. Commercial Umbrella Liability insurance shall be written with limits of $5,000,000 each occurrence. 7.3.3 Other Insurance Provisions As respects the services provided by Contractor under this Contract, the policies are to contain, or be endorsed to contain, the following provisions for all except workers' compensation:. 1. Contractor's insurance coverage shall be primary insurance with respect to the 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 five business days of receipt by Contractor. 3. If Contractor maintains higher insurance limits than the minimums shown above, City shall be included as an additional insured for the full available limits of commercial general and excess, pollution, or umbrella liability maintained by Contractor, irrespective of whether such Limits maintained by Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Contractor. 4. Failure on the part of Contractor to maintain the insurance as required shall constitute a material breach of the Contract, upon which the City may, after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Contract, or at its sole discretion, procure such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Contractor from the City. City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 37 of 54 Sunshine Recyclers Inc. 7.3.4 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:V1i. 7.3.5 Verification of Coverage As evidence of the insurance coverages required by this Contract, Contractor shall furnish acceptable insurance certificates to the City Clerk by March 15, 2018, which shall become Attachment P. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements. Insuring companies or entities are subject to City acceptance. To the extent allowed or required by law and upon the request of the City, complete copies of insurance policies shall be provided to City. Contractor shall be financially responsible for alI pertinent deductibles, self-insured retentions, and/or self-insurance. 7.3.6 Subcontractors The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the City is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement at least as broad as ISO Additional Insured endorsement 20 26 07 04. 7.3.7 ACORD Form If an "ACORD" form of Certificate of Insurance is provided to the City pursuant to this section, it must include the following: Wording to be added in the Description Section - "Should any of the above described policies be canceled, before the expiration date thereof, thirty (30) days advance notice shall be mailed to the City of Spokane Valley." 7.4 Performance Bond The Contractor shall provide and maintain at all times a valid Contractor's Performance Bond or bonds, letter of credit, or other similar instrument on the City's bond forms in the amount of $10,000.00. The Contractor's Performance Bond shall be provided to the City no later than March 15, 2018. The bond, letter of credit, or other similar instrument shall be issued for the term of the Contract, unless otherwise approved in writing by the City. In the event a bond, letter of credit, or other similar instrument is approved for a period shorter than the term of the Contract, the Contractor shall provide such new bond, letter of credit, or similar instrument, and evidence satisfactory to the City of its renewability, no less than 60 calendar days prior to the expiration of the original bond, letter of credit, or other similar instrument then in effect. The City shall have the right to call the original bond, letter of credit, or other similar instrument in full in the event its renewal is not confirmed prior to five calendar days before its expiration. 7.5 Indemnification 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, costs of litigation, City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 38 of 54 expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by Contractor, Contractor's agents, subcontractors, subconsultants, and employees arising out of this Contract to the fullest extent pernniitted by law, subject only to the limitations provided below. Contractor's duty to defend, indemnify, and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW 4.24A15. Contractor's duty to defend, indemnify, and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) Contractor, 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. 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, 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 expenses. 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. Contractor hereby certifies that this indemnification provision was mutually negotiated. 7.6 Confidentiality of Information 1. The Parties agree that all records of the Contractor and of the City which are related to this Contract and the 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. 2. All reports, educational materials, and other records prepared by the Contractor and provided to the City pursuant to this Contract 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 Contract 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 Ftes,. 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 City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 39 of 54 Sunshine Reeyclers Inc. material prepared under this Contract. that Contractor provides to the City pursuant to this Contractor; provided City shall not publish, disclose, or distribute any financial information 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. Notwithstanding the foregoing, any Contractor confidential and proprietary information shall be excluded from this Section to the extent allowed by law. 3. 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 Contract and are required to be provided by Contractor to the City or to support fee adjustments under Section 4. 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 Contract, 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 7.6. 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. 4. 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. 7.7 Assignment of Contract 7.7.1 Assignment or Pledge of Money by the Contractor The Contractor shall not assign or pledge any of the money due under this Contract without securing the prior written approval of the surety of the Contractor's performance bond and providing at least 30 calendar days prior written notice to the City of such assignment or pledge together with a copy of the surety's approval thereof. Such assignment or pledge, however, shall not release the Contractor or its sureties from any obligations or liabilities arising under or because of this Contract. The requirements of this section shall not apply to the grant of a general security interest in the Contractor's assets to secure the Contractor's obligations under any loan or credit facility entered into by the Contractor or the Contractor's parent. 7.7.2 Assignment, Subcontracting, Delegation of Duties The Contractor shall not assign or sub -contract any of the services provided under this Contract that directly affect Customers or delegate any of its duties under this Contract without the prior written approval of the City, which approval shall not be unreasonably withheld. In the event of an assignment, sub -contracting, or delegation of duties, the Contractor shall remain responsible for the full and faithful performance of this Contract and the assignee, subcontractor, or other obligor shall also become responsible to the City for the satisfactory performance of the services to be provided under this Contract. The City may impose conditions of approval on any such assignment, subcontracting, or Change of Control, including but not limited to requiring the delivery by the assignee, subcontractor, or other obligor of its covenant to the City to fully and faithfully complete the services to be provided under this Contract or responsibilities undertaken. In addition, the assignee, subcontractor, or obligor shall sign a separate statement agreeing to abide by all terns and conditions of this Contract. The City may terminate this Contract if the assignee, subcontractor, or obligor does not comply with this clause. City of Spokane Valley December, 2017 Comprehensive Drop-hox Container Collection Contract Page 40 of 54 Sunshine Recyclers Inc. Supplier agreements for vehicles, part, fuels, and other general supplies are exempt from this reporting requirement. For the purposes of this Contract, any Change of Control of the Contractor shall be considered an assignment subject to the requirements of this section. Nothing herein shall preclude the City from executing a novation, allowing the new ownership to assume the rights and duties of the Contract and releasing the previous ownership of all obligations and liability. 7.7.3 Merger or Sale of Contractor Operations In the event the Contractor wishes to change the trade name under which it does business within the City Service Area, the Contractor shall designate to the City the name, logo, and colors under which it will be doing business in writing to thc City at least 30 days prior to thc effective date of its change of trade name. Within a reasonable period following a change of trade name by the Contractor, all items, logos, articles, and implements seen by the public shall be changed, including but not limited to letterhead, signs, promotional materials, website pages, billing statements, envelopes, and other items. Vehicles are the only exception; vehicles must be repainted with new trade name, and any new logo or colors, within two years of the effective date of the change of trade name, provided that temporary nameplates (magnetic, stickers or other) shall be affixed to vehicles within 30 days of the change. Failure to comply with the terms of this section shall result in penalties assessed against the Contractor in accordance with Section 5.1.2. 7.8 Laws to GovernfVenue This Contract shall be governed by the laws of the State of Washington both as to interpretation and. performance. Venue shall be in Superior Court in the State of Washington for Spokane County. 7.9 Compliance with Applicable Laws and Regulations The Contractor shall comply with all federal, state, and local regulations and ordinances applicable to the work to be done under this Contract. Any material violation of the provisions of this section shall be grounds for termination or suspension of the Contract by the City, and may result in the Contractor's ineligibility for further work for the City. The Contractor agrees not to discriminate against any employee or applicant for employment or any other persons in the performance of this Contract because of race, religion, creed, color, national origin, marital status, gender, age, disability, sexual orientation, or other circumstances as may be defined by federal, state, or local law or ordinance, except for a bona fide occupational qualification. Without limiting the foregoing, Contractor agrees to comply with the provisions of the Affidavit of Equal Opportunity & Title VI Compliance requirements incorporated herein by this reference. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Contractor setting forth the provisions of this nondiscrimination clause. Conditions of the Federal Occupational Safety and Health. Act of 1970 (OSHA), the Washington Industrial Safety and Health Act of 1973 (WISHA), and standards and regulations issued under these Acts from time - to -time must be complied with, including ergonomic and repetitive motion requirements. The Contractor must indemnify and hold harmless the City from all damages assessed for the Contractor's failure to comply with the Acts and Standards issued therein. The Contractor is also responsible for meeting all pertinent local, state, and federal health and environmental regulations and standards applying to the operation of the collection and processing systems used in the performance of this Contract. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recycicrs Inc. December, 2017 Page 41 of 54 The Contractor is specifically directed to observe all weight -related laws and regulations in the performance of these services, including axle bridging and loading requirements. 7.10 Permits and Licenses The Contractor and subcontractors shall secure a City business license and pay all fees and taxes levied by the City. The Contractor shall obtain all permits, certifications, authorizations, and licenses necessary to provide the services required herein prior to the Date of Execution of this Contract at its sole expense. The Contractor shall be solely responsible for all taxes, fees, and charges incurred, including, but not limited to, license fees and all federal, state, regional, county, and local taxes and fees, including income taxes, property taxes, permit fees, operating fees, surcharges of any kind that apply to any and all persons, facilities, property, income, equipment, materials, supplies, or activities related to the Contractor's activities under the Contract, business and occupation taxes, workers' compensation, and unemployment benefits. 7.11 Relationship of Parties The Parties understand and agree that Contractor shall be an independent contractor and not the agent or employee of City, that City is interested only in the results to be achieved, and that the right to control the particular manner, method, and means in which the services under this Contract are performed is solely within the discretion of Contractor. Any and all employees who provide services to City under this Contract shall be deemed employees solely of Contractor. Contractor shall be solely responsible for the conduct and actions of all its employees under this Contract and any liability that may attach thereto. 7.12 Contractor's Relationship with Customers The Contractor shall not separately contract with Customers for any services covered under this Contract; however, the Contractor may negotiate separate agreements with. Customers for the sole purpose of compactor leasing, payment for recyclables, or other related services only when not included in this Contract, provided that Customers are provided separate invoices for those services and that the Contractor makes it clear to Customers that those services are not provided under this Contract. These separate agreements must be in writing and shall in no way expressly or by application supersede this Contract. The Contractor agrees these separate agreements shall not contain durations any longer than the final date of this Contract's term. The Contractor shall provide the City a detailed list of all such separate agreements with Customers upon City request. The City may, at its sole option, regulate similar or identical services in the successor to this contract. 7.13 Bankruptcy It is agreed that Wan order for relief with respect to the Contractor is entered in any bankruptcy case, either voluntarily or involuntarily, in which the Contractor is a debtor, then this Contract, at the option of the City, may be terminated effective on the day and at the time the order for relief is entered. 7.14 Right to Renegotiate/Amend The City shall retain the right to renegotiate this Contract or negotiate contract amendments at its discretion or based on policy changes, state statutory changes, or local law or rule changes, Washington State, or federal regulations regarding issues that materially modify the terms and conditions of the Contract, including but not limited to any modifications to contracting terms or policies as they relate to the City Disposal System and disposal services. The City may also renegotiate this Contract should any Washington. State, County, or City rate or fee associated with the Contract be held illegal or any increase thereof be City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 42 of 54 Sunshine Recyclers Inc. rejected by voters. In addition, the Contractor agrees to renegotiate in good faith with the City in the event the City wishes to change disposal locations or add additional services or developments to the Contract and to provide full disclosure of existing and proposed costs and operational impacts of any proposed changes. In the event of a renegotiation, the Parties agree to negotiate all terms and rates in good faith. This Contract may be amended, altered, or modified only by a written amendment, alteration or modification, executed by authorized representatives of the City and the Contractor. A failure by the parties to reach agreement on any matter as to which either party has a right to renegotiate under this section or under any other section of this Contract shall not in and of itself result in a termination of this Contract or give rise to any right on the part of either party to terminate this Contract, nor shall a failure of the parties to reach such an agreement otherwise affect the validity or enforceability of this Contract. 7.15 Force Majeure Provided that the requirements of this section are met, Contractor shall not be deemed to be in default and shall not be liable for failure to perform under this Contract if Contractor's performance is prevented or delayed by acts of God, including landslides, lightning, forest fires, storms, floods, freezing and earthquakes, terrorism, civil disturbances, acts of the public enemy, wars, blockades, public riots, explosions, accident to machinery, equipment or materials, unavailability of required materials or disposal restrictions, governmental restraint or other causes, whether of the kind enumerated or otherwise, that are not reasonably within the control of the Contractor, and are not the result of the willful or negligent act error or omission of the Contractor; and that could not have been prevented by the Contractor through the exercise of reasonable diligence ("Force Majeure"). The Contractor's obligations under this Contract shall be suspended, but only with respect to the particular component of obligations affected by the Force Majeure and only for the period during which the Force Majeure exists. The following events do not constitute Force Majeure: strikes, other than nationwide strikes or strikes that by virtue of their extent or completeness make the particular goods or services effectively unavailable to the Contractor; work stoppages or other labor disputes or disturbances occurring with respect to any activity performed or to be performed by the Contractor; or general economic conditions. If as a result ofa Force Majeure event, Contractor is unable wholly or partially to meet its obligations under this Contract, the Contractor shall notify the City by telephone or email, on or promptly after the Force Majeure is first known, followed within seven days by a written description of the event and cause thereof to the extent known; the date the event began, its estimated duration, the estimated time during which the performance of the Contractor's obligations will be delayed; the likely financial impact of the event; and whatever additional information is available concerning the event and its impact on the City and its Customers. The Contractor shall provide prompt written notice of the cessation of the Force Majeure. Whenever such event shall occur, the Contractor, as promptly and as reasonably possible, shall use its best efforts to eliminate the cause, reduce the cost, and resume performance under the Contract. In addition, if as a result of a Force Majeure event, Contractor is unable wholly or partially to meet its obligations under this Contract, the Contractor shall notify all Customers regarding the disruption in collection service in a manner similar to the notification required in the case of inclement weather under Section 3A.7. 7.16 Illegal Provisions If any provision of this Contract shall be declared illegal, void, unenforceable, or invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the legality, effectiveness, and validity of City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 43 of 54 any other section, sentence, clause, or phrase of this Contract and the other provisions of the Contract shall remain in full force and effect. 7.17 Waiver 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 Contract. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this Contract 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 Contractor 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 Contract or any part thereof. 7.18 Incorporation of Contractor's Proposal in Response to City's RFP The Contractor's proposal, dated February 6, 2017, submitted in response to the City's Request for Proposals, is incorporated by reference, including but not limited to collection vehicle types, customer service staffing and approach, processing abilities and other commitments made in the Contractor's proposal and all associated clarifications and supplemental proposal materials. In the case of conflict between the Contractor's proposal and this Contract. the provisions of this Contract shall prevail. The City may approve changes to vehicle and Container make. model and specifications at the City's discretion. 7.19 Disputes Resolution The parties shall attempt to resolve any and all disputes to the mutual satisfaction of both parties by good. faith discussions. Throughout the duration of a dispute, the Contractor shall continue providing all services included in this Contract. Disputes not resolved in accordance with other provisions of this Contract or through good faith discussions shall, within one year of first notification of such dispute, be submitted to non-binding mediation before a mediator mutually agreed upon by both the City and the Contractor. Each party shall pay their own mediation costs. Neither party may initiate or commence legal proceedings prior to completion of the non-binding mediation. If non-binding mediation is not successful, disputes shall be resolved through litigation filed in the Superior Court of the State of Washington in Spokane County, unless otherwise required by applicable federal or state law. 7.20 Jurisdiction and Venue This Contract is entered into in. Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 7.21 Interpretation of Time All times expressed in this Contract are in reference to Pacific Standard Time. All references to days are calendar days unless otherwise specified. 7.22 Entirety This Contract and the attachments affixed hereto are herein incorporated by reference and represent the entire agreement or contract terms between the City and the Contractor with respect to the services to be provided under this Contract. No prior written or oral statement or proposal shall alter any term or provision of this Contract. City of Spokane Valley - Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 44 of 54 WITNESS THE EXECUTION HEREOF on the day and year first herein above written. CITY OF SPOKANE VALLEY: Contractor: Mark Calhoun, City Manager By: ATTEST: Christine Bainbridge, City Clerk APPROVED AS TO FORM: Office of the City Attorney Its: Authorized Representative Attachments Attachment A: City Service Area Attachment R: Contractor Rates Attachment C: Recyclables List Attachment D: Rate Modification Example Attachment E: Insurance Certificates (provided by March 15, 2018) City of Spokane Valley Comprehensive Drop -box Container Collection Contract Sunshine Recyclers Inc. December, 2017 Page 45 of 54 City. pF SAnk 3n r SPOKANE VALLEY SOLID WASTE SERVICES AREA ',trio, Mt Naves, A,e E - IP City of Spokane Valley Mono,' .S .-1".4.010 Eu 1n e,,9 ATTACHMENT A cry .a Lrbrrrf LaAn .....,nx A,K Sp aBoe Are Spokane c o m y Sfn (I kan a �\ .Valley City of Spokane Valley Comprehensive Drop -box Container Collection Sunshine Recyclers Inc. ammo Solid Waste Services Area December, 2017 Attachment B - Initial Contract Rates l'lic City's disposal fee as it exists on the. date: of execution or as thereafter modified shall be itemized separately un Customer invoices. The Contractor shall charge Customers the actual disposal cost without mark-up. Sunshine Recyclers, Inc. Service Level (based un pick ups) Daily Rent Monthly Rent Delivery Charge Haul Charge* All Sector Drop -box Collection Non --compacted 10 cubic yard Drop -box $ 2.42 $ 35.62 N±'A $ 89.11 Non -compacted 15 cubic yard Drop -box S 4.20 $ 57.80 N/A $ 68.31 Non -compacted 20 cubic yard Drop -box S 4.20 $ 57.80 N/A $ 68.31 Non -compacted 25 cubic yard Drop -box S 4.72 $ 63.89 N/A $ 71.43 Non -compacted 30 cubic yard Drop -box S 4.72 $ 63.89 N/A $ 71.43 Non -compacted 40 cubic yard Drop -box $ 5.26 $ 77.76 N/A $ 78.82 Compacted 10 cubic yard Drop -box ouLsidc contract NIA $ 96.79 Compacted 20 cubic yard Drop -box outside contract N/A $ 117.70 Compacted 25 cubic yard Drop -box outside contract NIA $ 117.70 Compacted 30 cubic yard Drop -box outside contract N/A $ 117.70 Compacted 40 cubic Ward Drop -box outside contract N/A $ 141.93 Drop -box Ancillary Feer Per Unit Multifamily Recycling Fee (per cubic yard of DB size)' $ 1.10 Return Trip (per event) $ 25.00 Stand-by Time (per minute) $ 1.60 Container cleaning (per yard of container size) $ 10,00 Drop -box excess mileage (over 5 ani), per one -Way ani c $ 3.00 '1'einporary Containers Service Level Delivery 1"ee Daily Rental Monthly Rental Haul Charge Non -compacted 10 cubic yard Drop -box S 42.04 $ 2.42 $ 72.70 $ 89.33 Non -compacted 20 cubic yard Drop -box S 42.04 $ 4.20 $ 126.05 $ 89.33 Non -compacted 30 cubic yard Drop -box $ 42.04 $ 4.72 $ 141.65 $ 99,92 Non -compacted 40 cubic yard Drop -box 5 12.04 $ 5.26 5 157.87 $ 99.92 Hourly Rale Drop -box Truck - driver $ 98.15 Additional i..abor- (leer person) $ 35,00 l'lic City's disposal fee as it exists on the. date: of execution or as thereafter modified shall be itemized separately un Customer invoices. The Contractor shall charge Customers the actual disposal cost without mark-up. Sunshine Recyclers, Inc. Attachment C Recyclables List Recyclables shall be loose, empty, clean and dry, not bagged as follows: MATERIAL TYPE DESCRIPTION PREPARATION INSTRUCTIONS EXCLUSIONS Glass • Food or beverage containers — brown, clear, or green - empty Remove lids; empty of all food or liquids. Labels do not need to be removed. Leaded glass; light bulbs; porcelain; auto glass; windows, mirrors, baking dishes, storage dishes, ceramic, plates, glassware, storage/canning jars. Paper • Office paper, printer/copy paper, construction paper • Newspaper and paper inserts • Magazines and paper inserts • Catalogs • Cardboard • Telephone books • Mail and paper inserts • Envelopes Paper bags • •Cereal, cookie and cracker boxes • Detergent boxes • Paper towel tubes • Toilet paper tubes • Tissue boxes • Non -foil wrapping paper • Kraft paper bags or boxes Remove plastic bags (exterior or interior), plastic packaging, metal, electronics, magnets, twine, straws, lids and any food or liquids. Must be dry. Plastic windows in paper envelopes okay. Shredded paper; paper envelopes with bubble wrap liners, insulation liners or envelopes made from plastic (Tyvek); laminated paper, stickers, labels, photos, carbon paper, paper affixed to magnets; wax- coated cups; pet food bags; mixed material bags; wet or soiled paper; paper with large amounts of paint or glue; Frozen food boxes; Juice boxes; Milk, juice and ice cream cartons; Aseptic containers — e.g. soup, broth, soy milk, almond milk. Cardboard • Cardboard boxes • Cardboard packaging • Cardboard beverage `flats' or nursery 'flats' Flatten all cardboard, cut down to size to fit in cart with lid closed. Remove all interior packaging, block foam, packing peanuts and exterior plastic wrap. Do not bundle with tape or twine. External tape okay. Oversized Waxed cardboard; fiber containing, or that has bccn in contact with food debris. City of Spokane Valley Comprehensive Drop -box Container Collection Sunshine Recyclers Inc. December, 2017 Although not an exhaustive list, for education purposes, examples of other exclusions or items that should not be placed in the Recycling Carts are: Any recyclables materials, or pieces of recyclables materials less than 2" in size in any dimension. Materials: (a) that contain chemical or other properties deleterious, or capable of causing material damage, to any part of Contractor's property, its personnel or the public; and/or (b) that may materially impair the strength or the durability of the Contractor's structures or equipment. City of Spokane Valley Comprehensive Drop -box Container Collection Sunshine Recyclers Inc. December, 2017 cardboard can be flattened and placed next to cart. Must be dry. Metal • Tin, aluminum and Remove all exterior Aluminum foil and steel food or packaging; remove trays; sharp or greasy beverage containers lids; empty of all food metal; batteries; • Empty aerosol cans or liquids. Labels do microwaves; hangers; • Scrap metal (limit: not need to be electrical cords; cell Needs to fit in cart, approx. 2'x2'x2', 35 lbs.). removed. phones; car snow chains; Metal appliances. Plastic • Food and beverage Plastic bottles with Plastic bags, plastic film; containers plastic screw -on lids plastic bottles that • PET/PETE bottles are okay if lids are contained HHW listed (soda/water bottles) • HDPE bottles/jugs screwed back on, remove all other lids; materials; deli, bakery and produce clamshell (milk jugs; detergent remove straws; empty containers; loose lids — bottles) of all food, liquids or any size; plant trays; • Dairy tubs, e.g. other debris. Labels do PVC; large rigid plastic butter, yogurt, cottage cheese • 5 -gallon buckets not need to be removed. (outdoor furniture, laundry baskets, swimming pools, toys, etc.); hoses; landscaping/sprinkler tubing; foam packaging (block, peanuts, etc.) and foam cups and plates; loose lids; coat hangers. Although not an exhaustive list, for education purposes, examples of other exclusions or items that should not be placed in the Recycling Carts are: Any recyclables materials, or pieces of recyclables materials less than 2" in size in any dimension. Materials: (a) that contain chemical or other properties deleterious, or capable of causing material damage, to any part of Contractor's property, its personnel or the public; and/or (b) that may materially impair the strength or the durability of the Contractor's structures or equipment. City of Spokane Valley Comprehensive Drop -box Container Collection Sunshine Recyclers Inc. December, 2017 Attachment D Rate Modification Examples Customer charges (including any embedded Administrative Fee) shall be adjusted annually, pursuant to Section 4.2 and as described below: The sum of the collection and any Administrative Fee components listed in Attachment B shall be increased or decreased by the amount of the CPI change: NCC PCC x [1 + 90°fox l{1nCPI + nCPI)/2) — oCPI oCPI Where NCC = The new collection and any Administrative Fee components, adjusted for excise tax on the Administrative Fee, of the customer rate for a particular service level; and PCC = The previous collection and Administrative Fee components, adjusted for excise tax on the Administrative Fee, of the Customer rate for a particular service level; and mCPI = The semiannual 2" half CPI average for the previous year (for the period July 1- December 31, 2017, for example); and nCPI = The semiannual I' half CPI average for the current year (for the period January 1- June 30, 2018, for example); and oCPI = The CPI average value for the previous twelve month period (for the period July 1, 2016 — June 30, 2017, for example). For example, using an hypothetical customer rate of $18.52 per month: if the previous CPI is 143.2, the new CPI is 144.3, then the January 2019 Customer charge for that service would be: (144.3-143.2) New Rate = $18.52 x [ 1+ 90% x ] = $18.64 (143.2) Thus, the new Customer charge for the hypothetical service would be $18.64. The City's disposal fee as it exists on the date of execution or as thereafter modified shall also be itemized separately on Customer invoices. The Contractor shall charge Customers the actual disposal cost without mark-up. Administrative Fee Adjustment In the event the City elects to include an Administrative Fee, the Contractor's service rates shown in Attachment B shall include the embedded Administrative Fee, which may be adjusted from time to time, pursuant to Section 4.2. The initial contract rates do not have an Administrative Fee. However, an example City of Spokane Valley Comprehensive Drop -box Container Collection Sunshine Recyclers Inc. December, 2017 of how the Administrative Fcc may be incorporated is as follows: Assuming an Administrative Fee corresponding to a 1.O% fee on gross receipts from those Customers, on an original hypothetical service fee of $49.50 and creating a new rate of $50.00: Service rate ($49.50 + Administrative Fee ($0.495) + Excise Tax at 1.5% on Administrative Fee ($0.007) = Customer rate of S50.00 (rounded). In the event the City Administrative Fee is adjusted, the Administrative Fee portion of the Contractor's Customer rates shall be adjusted in a manner that retains the Contractor's underlying compensation to ensure that the Contractor remains whole. City of Spokane Valley Comprehensive Drop -box Container Collection Sunshine Recyclers Inc. December, 2017 Comprehensive Drop -lox Container Collection Contract City of Spokane Valley And Waste Management of Washington, Inc. April 1, 2018 — March 31, 2028 Comprehensive Drop -box Container Collection Contract Table of Contents RECITALS 1 AGREEMENT 2 DEFINITIONS 2 2. CONTRACTOR REPRESENTATIONS AND WARRANTIES 6 3. SCOPE OF WORK 7 3.1 GENERAL COLLECTION SYSTEM REQUIREMENTS 7 3.1.1 City Service Area 7 3.1.2 Annexation 7 3.1.3 Service to Customers on Private Roads and Driveways 7 3.1.4 Hours/Days of Collection 8 3.1.5 Employee Conduct 8 3.1.6 Holiday Schedules 8 3.1.7 inclement Weather 9 3.1.8 Suspending Collection from Problem Customers 9 3.1.9 Missed Collections 9 3.1.10 Requirement to Recycle; Maintaining Quality Assurance Through Monitoring 10 3.1.11 Vehicle and Equipment Type/Condition/Use 10 3.1.12 Container Requirements and Ownership 11 3.1.12.1 Recyclables Carts for Multifamily Complex Customers 12 3.1.12.2 Detachable Containers and Drop -box Containers 13 3.1.12.3 Ownership 13 3.1.12.4 Container Colors and Labeling 13 3.1.12.5 Container Weights 14 3.1.12.6 Container Removal Upon City or Customer Request 14 3.1.12.7 Container Placement 14 3.1.13 inventory of Equipment, Vehicles, Facilities and Containers 15 3.1.14 Spillage 15 3.1.15 Disruption Due to Construction 15 3.1.16 Contractor Planning and Performance Under Labor Disruption 15 3.1.17 Site Planning and Building Design Review 17 3.1.18 Safeguarding Public and Private Facilities 17 3.1.19 Transition and implementation of Contract 18 3.1.20 Performance Review 18 3.1.21 Continual Monitoring and Evaluation of Operations ...., 18 3.1.22 Collection/Disposal Restrictions 19 3.1.23 Emergency Response 19 3.2 COLLECTION SERVICES 20 3.2.1 Multifamily Complex Recyclables Collection 20 3.2.1.1 Subject Materials 20 3.2.1.2 Containers 20 3.2.1.3 Specific Collection Requirements 20 3.2.2 Drop -Box Container Garbage Collection 20 3.2.2.1 Subject Materials 20 City, of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 2 of 55 3.2.2.2 Containers 21 3.2.2.3 Specific Collection Requirements 21 3.2.3 Temporary (Non -Event) Container Customers 21 3.2.4 Excluded Services 21 3.3 COLLECTION SUPPORT AND MANAGEMENT 21 3.3.1 General Customer Service 21 3.3.2 Specific Customer Service Requirements 22 3.3.2.1 Customer Service Representative Staffing 22 3.32.2 City Customer Service 22 3.3.2.3 Service Recipient Complaints and Requests 22 3.32.4 Handling of Customer Calls 23 3.32.5 Corrective Measures 23 3.32.6 Contractor Internet Website 23 3.3.2.7 Full Knowledge of Garbage and Recyclables Programs Required 24 3.3.2.8 Customer Communications 24 3.3.3 Customer Billing Responsibilities 24 3.3.4 Reporting 26 3.3.4.1 Annual Reports 26 3.3.4.2 Ad Hoc Reports 27 3.3.4.3 Other Reports 27 3.3.5 Promotion and Education 28 3.3.6 Transition to Next Contractor 28 4. COMPENSATION 28 4.1 COMPENSATION TO THE CONTRACTOR 28 4.1.1 Rates 28 4.1.2 Itemization on Invoices 29 4.2 COMPENSATION TO THE CITY 29 4.3 COMPENSATION ADJUSTMENTS 30 4.3.1 Annual CPI Modification 30 4.3.2 Changes in Disposal Processing Sites 31 4.3.3 Other Modifications 31 4.3.3.1 New or Changes in Existing Taxes 31 4.3.3.2 Changes in Service Provision 32 4.4 CHANGE IN LAW 32 5. FAILURE TO PERFORM, REMEDIES, TERMINATION 32 5.1 PERFORMANCE FEES 32 5.2 CONTRACT DEFAULT 34 6. NOTICES 35 7. GENERAL TERMS 36 7.1 COLLECTION RIGHT 36 7.2 ACCESS TO RECORDS 36 7.3 INSURANCE 36 7.3.1 Minimum Scope of Insurance 37 7.3.2 Minimum Amounts of Insurance 37 7.3.3 Other Insurance Provisions 38 7.3.4 Acceptability of Insurers 38 7.3.5 Verification of Coverage 38 7.3.6 Subcontractors 39 7.3.7 ACORD Form 39 City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 3 of 55 7.4 PERFORMANCE BOND 39 7.5 INDEMNIFICATION 39 7.6 CONFIDENTIALITY OF INFORMATION 40 7.7 ASSIGNMENT OF CONTRACT 41 7.7.1 Assignment or Pledge of Money by the Contractor 41 7.7.2 Assignment, Subcontracting, Delegation of Duties 41 7.7.3 Merger or Sale of Contractor Operations 42 7.8 LAWS TO GOVERN/VENUE 42 7.9 COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 42 7.10 PERMITS AND LICENSES 43 7.11 RELATIONSHIP OF PARTIES 43 7.12 CONTRACTOR'S RELATIONSHIP WITH CUSTOMERS 43 7.13 BANKRUPTCY 43 7.14 RIGHT TO RENEGOTIATE/AMEND 43 7.15 FORCE MAJEURE 44 7.16 ILLEGAL PROVISIONS 44 7.17 WAIVER 45 7.18 INCORPORATION OF CONTRACTOR'S PROPOSAL IN RESPONSE TO CITY'S RFP 45 7.19 DISPUTES RESOLUTION 45 7.20 JURISDICTION AND VENUE 45 7.21 INTERPRETATION OF TIME 45 7.22 ENTIRETY 45 ATTACHMENTS 46 Attachment A: City Service Area Attachment B: Contractor Rates Attachment C: Recyclables List Attachment 0: Rate Modification Example Attachment E: Insurance Certificates City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2917 Page 4of55 This Comprehensive Drop -box Collection contract (`'Contract') is entered into by and between the City of Spokane Valley, a code city of the State of Washington (``City"), and Waste Management of Washington, Inc. ("Contractor"), to provide for the collection of Drop -box Containers containing Garbage from Single- family Residences, Multifamily Complexes, and Commercial Customers located within the City Service Area and the additional collection of Recyclables from subscribing Multifamily Complexes Customers that utilize Drop -box Container Garbage service. This Contract does not govern or authorize collection of Garbage, Recyclables, or Compostables from Single-family Residences, Multifamily Complexes, or Commercial Customers by any means other than as provided herein. (Each capitalized term is hereinafter defined.) The parties, in consideration of the promises, representations, and warranties contained herein, agree as follows: RECITALS WHEREAS, the City, through adoption of its Solid Waste Management Plan and the cancellation of previously existing certificates authorizing solid waste collection within the City, has assumed control and authority over Garbage, Residential Recyclables, and Residential Compostables collection to the extent provided by law; and WHEREAS, the City has conducted a competitive process to select one or more contractor(s) to provide Garbage, Recyclables, and Compostables collection services to residents and Garbage collection services to businesses, and institutions located within the City Service Area; and WHEREAS, the Contractor, having participated in the competitive process, acknowledges that the City conducted a thorough and exhaustive competitive process; and WHEREAS, the Contractor, having participated in the competitive process, acknowledges that the City had the right at any time during the process to reject any or all of the competitors, regardless of their proposals or prices; and WHEREAS, having completed the competitive process, the City has selected the best candidates to provide the services outlined in the competitive process; and WHEREAS, the Contractor represents and warrants that it has the experience, resources, and expertise necessary to perform the services as requested in the competitive process; and WHEREAS, the City had determined that it is in the Cit) -s best interest to split the contract resulting through the procurement process and award one exclusive contract for collection of Garbage, Recyclables, and Compostables from Single-family Residences, Multifamily Complexes, and Commercial Customers by means other than Drop -box Container collection and separate, non-exclusive contracts for Drop -box Container collection; and WHEREAS, the City desires to enter into this Contract with the Contractor for the non-exclusive Drop -box Container services outlined in the competitive process and included below; NOW, THEREFORE, in consideration of the mutual covenants, agreements, and promises herein contained, the City and Contractor do hereby agree as follows: City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 1 of 55 AGREEMENT This Comprehensive Drop -box Container Collection Contract (hereafter, "Contract") is made and entered into this day of , 2017 (hereafter the "Date of Execution"), by and between the City of Spokane Valley, a corporation code city of the State of Washington (hereafter, the "City"), and Waste Management of Washington, Inc., a Washington corporation (hereafter, the "Contractor'). DEFINITIONS All capitalized terms utilized in this Contract arc intended to have the meaning defined in this Section whether or not the term is defined prior to its use in this Contract. The following definitions apply to the entirety of this Contract unless it is clear from the context that another definition applies. Words not defined herein shall be construed as defined in the most current version of Webster -s New Collegiate Dictionary. All references to time shall be to Pacific Standard Time. Administrative Fee: The term "Administrative Fee" means a City -defined fee that may be included in Customer rates charged by the Contractor, with receipts collected from Customers by the Contractor and remitted to the City as directed in this Contract. The Administrative Fee is separate from and distinct from any itemized utility, sales or other taxes that may be assessed from time to time. C&D Waste: The term "C&D Waste" means Garbage resulting from construction, remodeling, repair, and/or demolition of buildings, houses, roads, or other structures, including, but not limited to, wood, brick, concrete, rubble, soil, rock, drywall, masonry, roofing, siding, asphalt, structural metal, wire, packaging, insulation, and other building material. Cart: The word -Cart" means a Contractor -provided 32/35-, 64-, or 96 -gallon wheeled. Container with attached lid suitable for collection, storage, and Curbside placement of Rccyclablcs. Carts shall be rodent and insect resistant. Change of Control: The term "Change of Control" means any single transaction or series of related transactions by which the beneficial ownership of more than 50% of the voting securities of the Contractor is acquired by a person or entity, or by an affiliated group of persons or entities, who as of the effective date of the Contract do not have such a beneficial interest provided, however, that intra -company transfers, such as transfers between different subsidiaries or branches of the parent corporation of the Contractor, or transfers to corporations, limited partnerships, or any other entity owned or controlled by the Contractor upon the effective date of the Contract, and transactions effected on any securities exchange registered with the U.S. Securities and Exchange Commission, shall not constitute a Change in Control. City: The word "City" means the City of Spokane Valley, Spokane County, Washington. As used in the Contract, use of the term "City" may include reference to the City Manager, or his/her designated representati ve. City Service Area: The term "City Service Area" means the service boundaries indicated in Attachment A as of the Date of Commencement of Service, as revised from time to time in accordance with Section 3.1.2. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 2 of 55 City Disposal System: The City's Disposal System is the City's designated transfer, transport, and disposal provider as provided pursuant to contract and as designated within the City's Solid Waste Management Plan. As of the Date of Execution, the City's Disposal System is provided through Sunshine Recycicrs, Inc. at the University Transfer Station, located at 2405 North University, Spokane Valley, Washington 99206. Commercial Customer: The term "Commercial Customer" means non -Residential Customers, including businesses, institutions, governmental agencies, and all other users of commercial -type Garbage collection services. Compostables: The word "Compostables" means Yard Debris and Food Scraps, separately or combined. Consumer Price Index or CPI: The words "Consumer Price Index" or "CPI" means the Consumer Price Index for All Items, December 1996=100 for All Urban Consumers (CPI -U), West Size Class B/C, as published by the United States Department of Labor, Bureau of Labor Statistics. The Parties may refer to the Bureau of Labor Statistics website or other official source to determine the applicable CPI Index. Contractor: The word "'Contractor- means Waste Management of Washington, Inc., which has contracted with the City to collect, transport, and dispose of Garbage contained in Drop -box Containers, and to collect, process, market, and transport Recyclables from Multifamily Customers who use Drop -box Containers for their Garbage service. Contract: means this Contract between the City and Contractor and all mutually adopted amendments thereto. Container: The word "Container' means any Cart, Detachable Container, or Drop -box Container used in the performance of this Contract, and shall include both loose and compacting Containers. County: The word "County" means Spokane County, Washington State. Customer: The word "Customer" means all users of the services provided by the Contractor as contained herein, including property owners, managers, and tenants. Date of Commencement of Service: The term "Date of Commencement of Service" is April 1, 2018, which is the date that the Contractor agrees to commence the pro\ ision of collection and other services as described throughout this Contract. Date of Execution: The term "Date of Execution" means the date that this Contract is executed by all signatories. Detachable Container: The term "Detachable Container" means a watertight metal or plastic container equipped with a tight -fitting cover, capable of being mechanically unloaded into a collection vehicle, and that is not less than one cubic yard or greater than eight cubic yards in capacity. Driveway: The word "Driveway" means a privately -owned and maintained way that connects a Customer's service location with a Private Road or Public Street. Drop -box Container: The term "Drop -box Container" means an all -metal container with 10 cubic yards or more capacity that is loaded onto a specialized collection vehicle. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page3 of 55 Excluded Materials: These materials include waste tires, radioactive, volatile, corrosive, flammable, explosive, biomedical, infectious, bio -hazardous, regulated medical or Hazardous Waste materials. Garbage: The word "Garbage'' means all putrescible and non-putrescible solid and semi-solid wastes, including, but not limited to, rubbish, cold bagged ashes, industrial wastes, swill, demolition and construction wastes, dead small animals completely wrapped in plastic and weighing less than 15 pounds, and discarded commodities that are placed by Customers in appropriate Containers, bags, or other receptacles for collection and disposal by the Contractor. Needles or "sharps" shall be included in the definition of Garbage to the extent they are allowed to be disposed of lawfully pursuant to current Spokane County Regional Health District rules and policy. The term Garbage shall include C&D Waste, but shall not include Excluded Materials, Source -separated Recyclablcs or Source -separated Compostables. Hazardous Waste: The term "Hazardous Waste" means any hazardous, toxic, or dangerous waste, substance, or material, or contaminant, pollutant, or chemical, known or unknown, defined or identified as such in any existing or future local, state, or federal law, statute, code, ordinance, rule, regulation, guideline, decree, or order relating to human health or the environment or environmental conditions, including but not limited to any substance that is: A. Defined as hazardous by 40 C.F.R. Part 261.3 and regulated as hazardous waste by the United States Environmental Protection Agency under Subtitle C of the Resource Conservation and Recovery Act ("RCRA") of 1976, 42 U.S.C. § 6901 et seq., as amended by the Hazardous and Solid Waste Amendments ("HSWA") of 1984; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; or any other federal statute or regulation governing the treatment, storage, handling, or disposal of waste imposing special handling or disposal requirements similar to those required by Subtitle C of RCRA; B. Defined as dangerous or extremely hazardous by WAC 173-303-040 and regulated as dangerous waste or extremely hazardous waste by the Washington State Department of Ecology under the State Hazardous Waste Management Act, Chapter 70.105 RCW, or any other Washington State statute or regulation governing the treatment, storage, handling, or disposal of wastes and imposing special handling requirements similar to those required by Chapter 70.105 RCW; and C. Any substance that comes within the scope of this definition as determined by the City after the Date of Execution of this Contract. Any substance that ceases to fall within this definition as determined by the City after the Date of Execution of this Contract shall not be deemed to be Hazardous Waste. Multifamily Complex: The term "Multifamily Complex" means multiple -unit Residences with five or mare attached or unattached units billed collectively for Garbage collection service. Office Hours: The term "Office Hours" means the period 8:00 am to 5:00 pm, Pacific Standard Time Monday through Friday and 9:00 am to 1:00 pm, Pacific Standard Time on Saturdays. On-call: The term "On-call" means the provision of specified services only upon direct telephone, written, or e-mailed request of the Customer to the Contractor. Private Road: The term "Private Road" means a privately -owned and maintained way that allows for access by a service vehicle and that serves multiple Customers. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 4of55 Public Street: The term "Public Street" means a public right-of-way used for public travel, including public alleys. Putrescible Waste: The term "Putresciblc Waste" means Garbage that contains organic matter capable of being decomposed by microorganisms, and of such a character and proportion as to cause obnoxious odors and to be capable of attracting or providing food for animals, including but not limited to food waste, used diapers and pet waste. Recycling: The word -Recycling- refers to the preparation, collection, transport, processing, and marketing of Recyclables. Recyclables: The word "Recyclables- means the materials designated as being part of a MuItifamiIy Complex Residential Recycling collection program, as listed in Attachment C. Residence/Residential: The words "Residence" or "Residential" mean a living space with a kitchen that is individually rented, leased, or owned. Single-family Residence: The term "Single-family Residence" means (1) all one -unit houses, duplexes, triplexes, four-plexes, and mobile homes, that are billed collectively or individually, and (2) all multi -unit Residences with five -or more attached or unattached units that are billed individually, located on a Public Street or Private Road. Source -separated: The term "Source -separated" means certain reclaimable materials that are separated from Garbage by the Customer for recycling or reuse, including but not limited to Recyclables. Strike Contingency Plan: The term "Strike Contingency Plan" means the plan that the Contractor will develop pursuant to Section 3.1.16 of this Contract. Transition and Implementation Plan: The term "Transition and Implementation Plan" means the plan that the Contractor will develop pursuant to Section 3.1.19 of this Contract. WUTC: The term "WUTC" means the Washington Utilities and Transportation Commission. 1. TERM OF CONTRACT The term of this Contract is ten years, starting on the Date of Commencement of Service and ending midnight March 31, 2028. The City may, at its sole option, extend the Contract up to two additional two- year extensions. Any extension granted shall be under the original terms and conditions of this Contract - along with any amendments that exist at the time of the extension. To exercise the option to extend this Contract, written notice shall be given by the City to the Contractor at least 180 days prior to the expiration of the Contract term. With the Contractor's written consent, the requirement of 180 days prior notice of exercise of the City's option to extend may be waived in any instance. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 5 of 5.5 2. CONTRACTOR REPRESENTATIONS AND WARRANTIES The Contractor represents and warrants to the City as follows: • Organization and Qualification. The Contractor is duly incorporated, validly existing, and in good standing under the laws of the state of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Contract. • Authority. The Contractor has the authority to execute this Contract, to make the representations and warranties set forth in it, and to perform the obligations of the Contractor under this Contract in accordance with its terms. This Contract has been validly executed by an authorized representative of the Contractor, and constitutes a valid and legally binding and enforceable obligation of Contractor. • Government Authorizations and Consents. The Contractor has or will obtain at its sole cost prior to the Date of Commencement of Service any such licenses, permits, and other authorizations from federal, state, and other governmental authorities, as are necessary for the performance of its obligations under this Contract. • Compliance With Laws. The Contractor is not in violation of any applicable laws, ordinances, or regulations, which may impact the Contractor's ability to perform its obligations under this Contract or which may have any impact whatsoever on the City. The Contractor is not subject to any order or judgment of any court, tribunal, or governmental agency that impacts its operations or assets or its ability to perform its obligations under this Contract. • Accuracy of Information. None of the representations or warranties in this Contract, and none of the documents, statements, reports, certificates, or schedules furnished or to be furnished by the Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Contract, at any time contain or will contain untrue statements of a material fact or omissions of material facts. • Independent Examination. In accepting these responsibilities, the Contractor represents and affirms that it has made its own examination of all conditions affecting the performance of this Contract, currently and into the future, and of the quantity, quality, and expense of labor, equipment, vehicles, facilities, properties, materials needed, and of applicable taxes, permits, and applicable laws. The Contractor affirms that within the City Service Area it is aware of the present placement and location of all Containers. The Contractor represents and warranties that it is capable of continuing to collect all Containers from their present locations, and that it is capable of providing service to and collection of Containers in any areas of the City Service Area that may be built out or developed during the term of this Contract. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 6 of 55 3. SCOPE OF WORK 3.1 General Collection System Requirements 3.1.1 City Service Area The Contractor shall provide all services pursuant to this Contract throughout the entire City Service Area. 3.1.2 Annexation lf, during the term of the Contract, additional territory is added to the City through annexation or other means within which the Contractor has an existing WUTC certificate or other franchise for solid waste collection at the time of annexation, the Contractor shall, from the date of annexation, make collection in the anncxcd arca in accordance with the provisions of this Contract at the unit prices set forth in this Contract. This Contract is in lieu of a franchise as provided in RCW 35A.14.900. The Contractor agrees that its WUTC certificate(s) applicable to those areas (if any) shall be cancelled effective on the date of annexation by the City. The Contractor expressly waives and releases its right to claim any and all damages or compensation from the City, its officers, agents, or assigns arising out of the cancellation of any pre-existing permit or franchise held by the Contractor prior to annexation, and further specifically waives the right to receive any additional compensation or any rights of collection in the newly annexed territory. The term during which the Contractor shall service any future annexation areas shall be seven years from the date of annexation, notwithstanding the term set forth in Section 1 of this Contract. If additional territory is added to the City through annexation within which the Contractor does not have an existing WUTC certificate or other franchise for Garbage or other collections and that annexed area is served by another certificated hauler, then, the Contractor agrees to make collections in such annexed areas in accordance with the provisions of this Contract at the unit price set forth in this Contract solely upon written notification from the City. The City shall negotiate a separate franchise with that certificated hauler as authorized by State law and shall authorize the Contractor to service that newly annexed area at such time as may be authorized by State law and this Contract. In the event that additional territory is added to the City Service Area, the City acknowledges that equipment, such as Contract -compliant vehicles and Containers, may take time to procure; and therefore, shall not charge performance fees as outlined in Section 5.1 to the Contractor for reasonable delays in the provision of services to anncxcd areas covered by this section due to procurement delays that are not within the control of the Contractor. 3.1.3 Service to Customers on Private Roads and Driveways The Contractor shall provide service to all Customers located on Private Roads, except as noted in this Section. In the event that the Contractor believes that a Private Road cannot be safely negotiated, the Contractor may request the City to evaluate on-site conditions and make a determination of the best approach for providing safe and appropriate service to the Customer. The City's determination shall be final, provided that the Contractor shall not be required to endanger workers, equipment, or property. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, inc. December, 2917 Page 7 of 55 If the Contractor believes that there is a probability of Private Road or Driveway damage, the Contractor shall inform the respective Customers and may require a road damage waiver agreement in a form previously approved by the City. In such event, if the Customers refuse to sign such a road damage waiver, the Contractor may decline to provide service on those Private Roads or Driveways, and the Customers will only be serviced from the closest Public Road access. Such determination that damage is probable must be approved in writing by the City prior to any action or refusal of service by the Contractor. 3.I.4 Hours/Days of Collection All collections from Single-family Residential Customers and Residential zones shall be made between the hours of 6:00 a.m. and 6:00 p.m. on a weekday, unless the City authorizes a temporary extension of hours or days. Saturday collection is allowed to the extent consistent with missed collection recovery, holiday and inclement weather schedules, or as approved by the City and shall occur during the same hours as weekday Residential collection. Collections from Commercial Customers within Commercial zones may be made at any time provided that service to those Customers shall not disturb Residential Customers in adjoining or mixed Residential zoned areas. Collections from Commercial Customers within audible distance of Residential Customers outside of Commercial zones shall be made only between the hours of 6:00 a.m. and 6:00 p.m., and no earlier than 7:00 a.m. on Saturday. Exemptions to the hour requirements may be granted in writing in advance by the City to accommodate the special needs of Commercial Customers where allowed by the City's noise code. The City's noise ordinance, as amended from time to time, may further restrict these terms and hours of collection. Collections from Commercial Customers shall occur based on Customer needs and prior arrangement Monday through Saturday. 3.1.5 Employee Conduct The Contractor's employ ces collecting Garbage or Recyclables shall at all times be courteous, refrain from loud, inappropriate or obscene Language, exercise due care, perform their work without delay, minimize noise, and avoid damage to public or private property. Non private property, Contractor employees shall follow the regular pedestrian walkways and paths, returning to the street after replacing empty Containers. Contractor employees shall not trespass or loiter, cross flower beds, hedges, or property of adjoining premises, or meddle with property that does not concern them or their task at hand. While performing work under the Contract, Contractor employees shall wear a professional and presentable uniform with an identifying name badge and company emblem visible to the average observer. At the City's option and direction, Contractor employees shall work with groups or organizations, such as neighborhood community organizations, homeowner associations, or the City's Police, and other agencies providing utilities and services (e.g., Fire) for training to recognize and call the appropriate agency when suspicious activities or when street or utility deficiencies are observed. If any person employed by the Contractor to perform collection services is, in the opinion of the City, incompetent, disorderly, or otherwise unsatisfactory, the City shall promptly document the incompetent, disorderly, or unsatisfactory conduct in writing and transmit the documentation to the Contractor with a demand that such conduct be corrected. The Contractor shall promptly investigate any written complaint from the City regarding any unsatisfactory performance by any of its employees and take immediate corrective action. If the offending conduct is repeated, the City may require that the person be removed from all performance of additional work under this Contract. In that event, the Contractor shall immediately remove that person from further performance of work under this Contract. 3.1.6 Holiday Schedules City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 8 of 55 The Contractor shall observe the same holiday schedule as does the City's Disposal System. When those holidays fall on a regular collection day, the Contractor shall reschedule the remainder of the week of regular collection to the next succeeding business day, which shall include Saturdays. The Contractor may not collect Garbage or, as may be applicable, Recyclables earlier than any regularly scheduled collection day due to a holiday, unless specifically authorized by the Customer. Holiday information shall be included in written program materials, on the Contractor's web site, and via press releases to general news media in the Spokane Valley area by the Contractor the week prior to the holiday affecting service. 3.1.7 Inclement Weather The Contractor shall provide all collection services unless weather conditions are such that continued operation would result in danger to the Contractor's staff, area residents, or property. In that event, the Contractor shall collect only in areas that do not pose a danger. The Contractor shall notify the City by e- mail or phone (at the City's option) of the areas not to be served by 6:00 a.m. on the same business day if adverse conditions develop overnight or within one hour if adverse conditions develop during the workday after 6:00 a.m. Once Contractor vehicles are on -route, areas intentionally missed due to hazardous conditions and not previously reported to the City, shall be approved by a route supervisor and reported to the City not later than 12:00 p.m. (noon) on the same business day. The Contractor shall provide notification calls, texts, or e-mails (at Contractor's preference) to all missed Customers by 3:00 p.m., including information on when their next collection is expected. Weather policies shall be included in program information provided to Customers. On each inclement weather day, the Contractor shall release notices by 6:00 a.m. to the Contractor's website, local print and electronic media notifying residents of the modification to the collection schedule. The City may specify additional media outlets for Contractor announcements at the City's discretion. 3.1.8 Suspending Collection from Problem Customers The City and Contractor acknowledge that some Customers may cause disruptions or conflicts that make continued service to that Customer unreasonable. Those disruptions or conflicts may include, but not be limited to repeated damage to Contractor -provided Containers, repeated suspect claims of timely set -out followed by demands for return collection at no charge, repeated unsubstantiated claims of Contractor damage to a Customer's property, abusive and/or threatening language on the Customer's part, or other such problems. The Contractor shall make every reasonable effort to provide service to those problem Customers. if the problem continues, the Contractor may deny or discontinue service to a problem Customer after prior written notice is given to the City of the intent to deny or discontinue service, including the name, service address, reason for such action, and if reasonable efforts to accommodate the Customer and provide services have occurred and failed. If the Customer submits a written letter or e-mail to the City appealing the Contractor decision, the City may, at its discretion, intervene in the dispute. In this event, the decision of the City shall be final. The City may also require the denial or discontinuance of service to any Customer who is abusing the service or is determined to be ineligible. 3.1.9 Missed Collections If Garbage or Recyclables are set -out inappropriately, improperly prepared, or contaminated with unacceptable materials, the Contractor shall either contact the Customer or place in a prominent location a written notification tag that identifies the specific problem(s) and reason(s) for rejecting the materials for collection. Failure to contact the Customer or provide proper written notification to Customers of the reason City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 9 of 55 for rejecting materials for collection shall be considered a missed collection and subject to performance fees due to lack of proper Customer notification. The failure of the Contractor to collect Garbage or Recyclables that have been set -out by a Customer in the proper manner on the appropriate day shall be considered a missed collection, and the Contractor shall collect the materials from the Customer on the same day if notified of the missed collection by 3:00 PM on the day of the miss, otherwise the collection shall occur on the next day. Customers giving notice after 3:00 PM Friday shall receive a make-up collection the following Monday. The Contractor shall maintain a record of all calls related to missed collections and the response provided by the Contractor. Such records shall be made available for inspection upon request by the City, and the information shall be included in annual reports. (See Reporting requirements set forth in Section 3.3.4). If the Contractor is requested by the Customer to make a return trip due to no fault of the Contractor, which the Contractor can prove through documentation (c.g. the Containers were not placed at the curb on-time and the driver documented that fact in a log, with a photograph, etc.), the Contractor shall be permitted to charge the Customer an additional return trip fee for this service, provided the Contractor notifies the Customer of this charge prior to and on the same day of the return trip, and the Customer agrees to payment of the return trip fee. The Contractor shall not be liable for a missed collection in such case. 3.1.10 Requirement to Recycle; Maintaining Quality Assurance Through Monitoring The Contractor shall recycle all Source -separated Recyclables collected unless express prior written permission is provided by the City. The Contractor shall use vehicles and processing systems that minimize unnecessary breakage and cross -contamination of materials. The landfilling, incineration, or other disposal of uncontaminated Source -separated Recyclables by the Contractor is expressly prohibited without the express prior written approval of the City. A Container with visually obvious contaminants included with Source -separated Recyclables shall not be collected, and the Container shall be left with either (1) a prominently displayed written notification tag, or (2) with the Contractor contacting the Customer directly, explaining the reason for rejection and stating that the Customer may either remove the contaminated materials to meet the standards for Recyclables or that if the contaminated materials are not removed, the Container shall be collected on the next regular collection cycle as Garbage at the rate specified in Attachment B to the City's Comprehensive Garbage, Recyclables, and Compostables Contract with Waste Management of Washington, Inc., executed June 29, 2017, for "Commercial Detachable Container (loose) - Extra loose cubic yard in container, per pickup" as the same may be adjusted from time to time. In either case, materials shall be collected on the next regular collection cycle unless the Customer pays for a return trip. The Contractor may change the day of Multifamily Complex collection by giving at least 14 days written notice of the pending collection day change to the affected Customers. 3.1.11 Vehicle and Equipment Type/Condition/Use The Contractor shall use collection vehicles that are presentable, are in safe working condition, and are subject to all other conditions of this Section. The Contractor shall keep maintenance reports for each collection vehicle and provide these upon request by the City. The accumulated annual use of individual back-up vehicles shall be reported in the Contractor's annual report. Vehicles shall be maintained in a clean and sanitary manner, and shall be thoroughly washed at least once each week unless adverse weather conditions preclude washing. All collection equipment shall have appropriate safety markings, including all highway lighting, flashing and warning Iights, clearance lights, City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 10 of SS Waste Management of Washington, Inc. and warning flags, all in accordance with current statutes, rules and regulations. Equipment shall be maintained in good condition at all times. Vehicles shall be repainted upon showing rust on the body or chassis. All parts and systems of the collection vehicles shall operate properly and be maintained in a condition compliant with all federal, state, and local safety requirements and be in a condition satisfactory to the City. All vehicles shall be equipped with variable tone or proximity activated reverse movement back-up alarms. The Contractor shall maintain collection vehicles and Containers to ensure that no liquid wastes (e.g. Garbage leachate) or oils (e.g. lubricating, hydraulic or fuel) are discharged to Customer premises or City streets. All collection and route supervisor vehicles used by the Contractor shall be equipped with a spill kit sufficient in size to contain a complete spill from the largest liquid tank on the collection vehicle. Any equipment not meeting these standards shall not be used within the City Service Area until repairs are made. Any discharge of liquid wastes or oils that may occur from Contractor's vehicles or Containers, prior to thein being removed from service, shall be cleaned -up or removed within three hours of being noticed by route staff, Customers or the City, and shall be remediated by the Contractor at its sole expense. Such clean- up or removal shall be documented with pictures, and notice of such clean-up or removal shall be provided to the City in writing. The Contractor shall immediately notify the City by calling the Senior Engineer to notify of any spills that enter drainages. Failure by the Contractor to clean-up or remove the discharge in a timely fashion to the satisfaction of the City shall be cause for performance fees, as described in Section 5.1. The Contractor shall notify the City and Customer of any leakage from non -Contractor -owned Containers immediately, in order to address those spills in a timely manner. The Contractor shall maintain all vehicles used in the City Service Area in a manner intended to achieve reduced noise levels, operating cost, and fuel use. All collection vehicles shall be operated in a manner to avoid extended idling. The Contractor's name, logo, customer service telephone number and website address shall be clearly identified on. Contractor's vehicles. No additional advertising shall be allowed on Contractor vehicles unless previously approved in writing by the City. Special promotional messages may be permitted by the City provided they are either painted directly on vehicles or on special placards attached to vehicles. City approval shall be in writing and solely within the City's discretion. All Contractor route, service, and supervisory vehicles shall be equipped with properly licensed two-way communication equipment. The Contractor shall maintain a base station or have equipment capable of reaching all collection areas. Collection vehicles shall also be equipped with back-up cameras. A vehicle not meeting the requirements of this Section and the Contract shall be removed and not used in the City until such time as it is brought into compliance. 3.1.12 Container Requirements and Ownership All Recyclables collection services provided under this Contract specifically include the costs of the associated Recycling Container. The cost of rental of Contractor -provided Drop -box Containers is authorized at the rates contained in Attachment B, as the same may be adjusted pursuant to Section 4 of this Contract. Customers shall use Contractor -provided Drop -box Containers for Garbage collection service, provided that Customers may use their own or leased compacting Drop -box Containers. The Contractor shall handle any Customer -owned Garbage Drop -box Container in such a way as to prevent undue damage. The Contractor shall be responsible for unnecessary or unreasonable damage to Customer -owned Drop -box City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 11 of 55 Containers. Customers shall use Contractor -provided Carts and Containers for Recyclables collection service. Customers may elect to own or secure Drop -box. Containers used for compacting purposes from other sources, and shall not be subject to discrimination by the Contractor in collection services on that account. However, Drop -box Containers used for compacting purposes owned or secured by Customers shall be capable of being serviced by the Contractor's collection vehicles to be eligible for collection. The Contractor shall provide labels and collection service for compatible Customer -owned or -secured Drop - box Containers used for compacting purposes. The Contractor is not required to service Customer Drop - box Containers used for compacting purposes that are not compatible with the Contractor's equipment. In the event of a dispute as to whether a particular Drop -box Container used for compacting purposes is compatible, the City shall make a final determination. 3.1.12.1 Recyclables Carts for Multifamily Complex Customers The Contractor shall procure and maintain a sufficient quantity of Containers to service the City's Multifamily Customer base, including seasonal and economic variations in Container demand. Faiture to have a Container available when required by a Customer shall subject the Contractor to performance fees, as provided in Section 5. The Contractor shall offer 32/35, 64 and 96 -gallon Recyclables Carts for Multifamily Complex Recyclables collection serving subscribing Multifamily Complex Customers utilizing Drop -box Containers as their sole source for Garbage collection and subscribing for Recycling unless the use of a Detachable Container for Recyclables is more appropriate for the volume handled at that site. All Carts shall be manufactured from a minimum of 10% post -consumer recycled plastic, with a lid that will accommodate a Contractor affixed screening or label. Carts shall be provided to requesting Customers within seven days of the Customer's initial request. Replacement Carts and Carts provided to new Customers during the term of the Contract may be previously used, but shall be clean, in good condition and with new or near -new instructional decals with information relevant to Spokane Valley in-place prior to Cart distribution. All Contractor -provided Carts shall be maintained by the Contractor in good condition for material storage and handling; contain no jagged edges or holes; contain wheels or rollers for movement; and be equipped with an anti-skid device or sufficient surface area on the bottom of the container to prevent unwanted movement. The Carts shall contain instructions for proper use, including any Customer actions that would void manufacture warranties (such as placement of hot ashes in the container causing the container to melt), and procedures to follow to minimize potential fire problems. Collection crews shall note damaged hinges, holes, poorly functioning wheels, and other similar repair needs for Contractor -provided Carts and forward written or electronic repair notices that day to the Contractor's service personnel. Cart repairs shall then be made within seven days at the Contractor's expense. Any Cart that is damaged or missing on account of an accident, act of nature or the elements, fire, or theft or vandalism by a third party shall be replaced not later than three business days after notice from the Customer or City. In the event that a particular Customer repeatedly damages a Cart or requests more than one replacement Cart more frequently than a time period allowing for reasonable wear and tear during the term of the Contract or due to negligence or misuse, the Contractor may charge the Customer for the depreciated value of the Cart, based on 1O -year straight-line depreciation, and shall forward in writing the Customer's name and address to the City with a full explanation of incident(s). In the event that the problem continues, the City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 12 of 55 Waste Management of Washington, Inc. Contractor may discontinue service to that Customer, provided the City gives previous written approval specific to that Customer. 3.1.12.2 Detachable Containers and Drop -box Containers The Contractor shall furnish and install appropriately sized Detachable Containers for Recyclables at subscribing Multifamily Complex Recycling sites where Carts are not appropriate, and 10-, 20-, 30-, and 40 -cubic yard un -compacted Drop -box Containers to any Customer who requires their use for storage and collection of Garbage within three days of the Customer's request. Containers shall be located on the premises in a manner satisfactory to the Customer and for collection by the Contractor and shall indicate the Container size and day of collection. The Contractor shall charge rent for temporary and permanent Drop -box Container service in accordance with the rates listed in Attachment B. The Contractor may not charge Customers any other fees, charges, rates, or any expenses in connection with Drop -box Container service other than those Multifamily Complex Recycling fees and/or rental rates listed in Attachment B. Detachable Containers shall be watertight and equipped with tight -fitting metal or plastic covers; have four wheels for Containers 3 -cubic yards and under unless otherwise requested by a Customer; be in good condition for Recyclables storage and handling; be safe for the intended use; and, have no leaks, jagged edges, or holes. Drop -box Containers shall be all -metal, and if requested by a Customer, equipped with a tight -fitting screened or solid cover operated by a winch in good repair. If non -lidded Drop -boxes are used by the Contractor, the Contractor shall equip its vehicles with tarping systems to ensure that materials are not spilled during transport. Detachable Containers shall be cleaned, reconditioned, and repainted (if necessary) before being supplied to a Customer who has not used it earlier. The Contractor shall provide an On-call Container cleaning service to Customers. The costs of On-call cleaning shall be billed directly to the Customer in accordance with Attachment B. As between the Contractor and the City, all Containers on Customers' premises are at the Contractor's risk and not the City's. The Contractor shall repair or replace within one business day any Container that was supplied by or taken over by the Contractor and was in use if the City, local health department inspector, or other agent having safety or health jurisdiction determines that the Container fails to comply with reasonable standards or constitutes a health or safety hazard. 3.1.12.3 Ownership All Contractor -owned Containers used by the Contractor to provide Contract collection services, shall remain the sole property of the Contractor during and upon the termination of this Contract. 3.1.12.4 Container Colors and Labeling Contractor -provided Containers used for the collection of Multifamily Complex Recyclables, shall be blue; provided that any existing Multifamily Complex Recycling Containers that are colors other than blue shall not be required to be changed until they are replaced due to the end of their useful life, at which time the new Container shall be blue. Contractor -provided Containers used for the collection of Garbage shall be green, unless otherwise approved by the City. Specific Container colors shall be approved in writing by the City prior to the Contractor's order of new Containers. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 13 of 55 All Contractor -provided Containers to be used for Garbage collection shall have materials preparation instructions and telephone/contact information, including both a customer service phone number and a website address, either screened or printed on a sticker, all subject to the prior written approval of the City. All Containers to be used for Garbage shall have labeling affixed that states: "Leaky dumpster? Damaged Lid?" and provides a phone number to call for repair or replacement. Information shall be printed in a size that is easily read by the users, on durable UV -resistant label stock squarely affixed to each Container. All labels shall be approved in writing by the City prior to ordering by the Contractor. Individual Containers with faded or damaged paint shall be repainted upon City or Customer request. Contractor -provided Containers used for the collection of Recyclables from subscribing Multifamily Complex Recycling Customers utilizing Drop -box Container Garbage Collection shall be relabeled by the Contractor once every five years or upon Customer or the City's request for any particular Container. The City may waive the five-year mandatory relabeling requirement, at its sole option, for Containers with particularly long-lasting stickers. Labels and molded or screened information on all other Containers shall be replaced by the Contractor when faded, damaged, or upon City or Customer request. For Contractor -provided Containers, the Contractor shall within three days cover graffiti with paint that closely matches the Containers existing paint or color, when notified by the City or Customer. The Contractor may choose to replace Containers and perform maintenance at its own site or provide the over - painting at the Customer's site, but shall not charge the City or Customer for this service. 3.1.12.5 Container Weights No specific weight restrictions are provided for Containers; however, the Contractor shall not be required to lift or remove materials from a Container exceeding the safe working capacity of the collection vehicle. The combined weight of Drop -Box and contents shall not cause the collection vehicle to exceed legal road weight limits. 3.1.12.6 Container Removal Upon City or Customer Request The Contractor shall remove all Containers upon three days of specific Customer, property manager, property owner, or City request or cancellation by the Contractor. The contents of Containers removed after a Customer's final pick-up shall be managed as if they were collected as a regular pick-up (e.g. Garbage shall be disposed of and Recyclables shall be recycled) at the Contractor's, not Customer's cost. Failure to remove Containers within the specified timeline shall be subject to the same performance fees as delayed Container delivery for that Customer sector. 3.1.12.7 Container Placement The Contractor shall provide Container placement direction to Customers to minimize the blocking of sidewalks in such a way that might hinder or block pedestrians. The Contractor shall return Containers to the same location once emptied. The Contractor shall collect from areas mutually agreed upon by the Contractor and Customer with the least slope and best vehicle access possible. For Customers that must stage their Containers on Public Streets or on significantly sloped hills, the Contractor shall make a good faith effort to work with the Customer to ensure that the Containers are not left unattended in problematic staging areas and are sufficiently restrained such that the Container may not roll and cause harm to persons or property. The Contractor may require the Customer to attend to the Containers immediately prior to and after collection. Any disputes arising between the Contractor and the Customer as to what constitutes a -significantly sloped hill" or a "safety hazard" shall be submitted in writing to the City, and the City's decision shall be final. The Contractor's crews shall City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 14 of 55 Waste Management of Washington, Inc. make collections in an orderly and quiet manner, and shall return Containers after emptying to the same location as found, with their lids closed. 3.1.13 Inventory of Equipment, Vehicles, Facilities and Containers The Contractor shall provide to the City, on the Date of Commencement of Service of this Contract, a complete inventory of the vehicles and facilities to be used in the performance of this Contract. The inventory shall include each vehicle (including chassis model year, type, capacity, model, and vehicle identification number) and each facility to be used in performance of this Contract (including address and purpose of the facility. The Contractor may change vehicles and facilities from time to time, and shall include the revised inventory in the annual report provided for in Section 3.3.4.1. The Contractor shall maintain vehicles and facilities levels during the performance of this Contract at least equal to those levels described in the initial inventory. 3.1.14 Spillage All loads collected by the Contractor shall be completely contained in collection vehicles at all times, except when material is actually being loaded. Hoppers on all collection vehicles shall be cleared frequently to prevent the occurrence of blowing, leakage, or spillage. Any leakage or spillage of materials that occurs during collection shall be immediately cleaned up or removed by the Contractor at its sole expense. The Contractor shall document the leakage or spillage, including taking pictures before and after clean-up or removal, and shall provide this documentation to the City. Leakage or spillage not immediately cleaned up or removed by the Contractor shall be cause for performance fccs, as described in Section 5.1. Should a leakage or spillage occur during collection, Contractor shall notify the City immediately by calling the City's Senior Engineer and, likewise, expressly acknowledges it is solely responsible for any local, state, or federal violations, which may result from said leakage or spillage. Any Contractor -supplied. Container observed by the Contractor, Customer or City to be leaking shall be replaced by the Contractor within one business day of the Contractor's observation. Customer request or notification from the City. In the event that leakage from Customer -owned Containers or Containers leased from third parties is observed by the Contractor, the Contractor shall immediately inform the City and Customer of the leakage. 3.1.15 Disruption Due to Construction The City reserves the right to construct any improvement or to permit any such construction in any street or alley in such manner as the City may direct, which may have the effect for a time of preventing the Contractor from traveling the accustomed route or routes for collection. The Contractor shall, however, by the most expedient manner, continue to collect Garbage and Recyclables to the same extent as though no interference existed upon the streets or alleys normally traversed. This shall be done at no extra expense to the City or the Contractor's Customers. In the event of complete blockage, making any collection area(s) completely inaccessible, the Contractor may request City permission to collect double loads the following week and failure to make collection shall not constitute a missed collection pursuant to Section 3.1.10. 3.1.16 Contractor Planning and Performance Under Labor Disruption If the Contractor's employees are covered by an organized labor agreement, then no later than 90 days prior to the expiration of any labor agreement associated with services performed under this Contract, the Contractor shall provide the City with its planned response to labor actions that could compromise the City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 15 of 55 Waste Management of Washington, Inc. Contractor's performance under this Contract. The Contractor -prepared Strike Contingency Plan shall address in detail: 1. The Contractor's specific staffing plan to cover Contract services, including identification of staff resources moved from out -of -arca operations and the use of local management staff to provide basic services. The staffing plan shall be sufficient to provide recovery of full operations within one week following the initiation of the disruption. 2. Contingency training plans to ensure that replacement and management staff who are operating routes are able to continue to collect route data and follow collection and material delivery procedures for all material streams collected from. Customers. 3. A recovery plan to address how materials will be collected in the event of a short -notice disruption that does not allow the Contractor to collect all materials on their regular schedule (e.g. a wildcat strike) within one week following the initiation of the disruption. The Contractor shall keep the City informed of the status of active labor negotiations on a daily basis. In the event that labor disruptions of any kind cause reductions in service delivery, the Contractor shall inform the City within four hours by phone and e-mail of the nature and scope of the disruption, as well as the Contractor's immediate plans to activate any part of or its entire Strike Contingency Plan. At the close of each service day during a labor disruption, the Contractor shall report to the City via e-mail the areas (per a detailed map) and customer counts of served and un -served customers by material stream and service sector. In the event that a disruption lasts more than one week and Contractor cannot provide service to affected Customers, Customers may seek service from other haulers. Contractor shall be entitled to collect payment only for such services as it has actually provided. The City and Contractor agree that the following special City compensation and performance fees reflect the best estimate of the impacts of the labor disruption to Customers and the City. The Contractor shall pay the City monthly by the tenth day of the following month: 1. An amount equal to the Administrative Fee reduction due to the Customer credits for reduction in service so that the City does not experience any Administrative Fee revenue loss due to those Customer credits. 2. An additional City cost reimbursement amount of $500 for each day of labor disruption to reimburse City staffing and other costs for managing the impacts of the labor disruption; 3. A performance fee of $1,000 per day for each day of labor disruption from the 151 day to the 7`h day of the labor disruption; 4. A performance fee of $2,000 per day for each day of Labor Disruption from the 8h day to 14th day of the labor disruption; and 5. A performance fee of $5,000 per day for each day of Labor Disruption for every day beyond the 14th day of labor disruption. The performance fees listed as 3 through 5, above, are intended to apply to any complete work stoppage where alternative, but substantially equivalent service by non -striking employees or otherwise, is not provided by the Contractor. In the event substantially equivalent service is provided by the Contractor through the employment of non -striking employees or otherwise at any point during the course of the labor disruption, the Contractor is entitled to reduce the amount of the daily performance fees that otherwise would be due on a pro -rata basis, based on the percentage of Customers receiving substantially equivalent service on that day. Given the nature of the failure arising from labor disruptions, the Contractor shall not be allowed any cure period opportunity or rectification process. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 16 of SS The Contractor's failure to comply with the Contractor -prepared Strike Contingency Plan of this section, if required, shall be subject to a special fee of $1,000 per day for its non-compliance during the labor disruption event. This special fee is separate compensation to the City for the Contractor's failure to plan and execute the provisions of this section. The special fee shall be paid to the City within 30 days of the Contractor's receipt of the City invoice. Fees paid by the Contractor under the terms of this Section 3.1.16 are not regular performance fees for the purposes of Section 5, and shall not be counted in the cwnulativc performance fee default threshold referenced in Section 5.2. The City may elect to waive or receive the equivalent value of additional services, as negotiated, in lieu of the specific performance fees itemized in this section. 3.1.17 Site Planning and Building Design Review The Contractor shall, upon request and without additional cost, make available assistance with site planning and building design review to either the City and/or property owners/managers. The assistance shall be available for all new construction or remodeling of buildings and structures within the City Service Area. Contractor planning assistance for optimizing loading docks and other areas shall also be available for existing building owners/managers when realigning Garbage and, as may be appropriate, Recyclables services. All assistance shall be provided by the Contractor in a timely manner so as to not delay the planning and review process. Assistance shall include, but not be limited to reviewing and providing comments on building designs and site plans to ensure that those designs and plans incorporate: • Garbage and as may be appropriate, Recyclables removal areas and their location upon the site of the proposed construction or remodeling project; • adequate floor and vertical space for the storage and collection of Containers for all materials; • adequate access for vehicles to collect and empty Containers, including overhead clearance, turning radius, and access that does not require backing across sidewalks or violating any City code; • avoidance of surface water drains and ditches when considering Container locations and developing strategies for containment of any potential leaks; and, • strategies to reduce interior and exterior noise and emissions. All communications regarding this process shall be conducted electronically via email unless otherwise agreed to in writing by the Parties. 3.1.18 Safeguarding Public and Private Facilities The Contractor shall be obligated to protect all public and private improvements, facilities, and utilities whether located on public or private property, including street curbs. If such improvements, facilities, utilities, or curbs are damaged by reason of the Contractor's operations, the Contractor shall notify the City immediately in writing of all damage, and the Contractor shall repair or replace the same or pay the City for repairs. If the damage creates a public safety issue that requires an immediate response, the Contractor shall, along with notifying the City immediately in writing, call the City's Senior Engineer to inform them of such matter. If the Contractor fails to do so promptly, as determined by the City, the City shall cause repairs or replacement to be made, and the cost, including overhead and administrative costs, of doing so shall be paid by the Contractor or deducted from amounts owed the Contractor under the Contract. The City shall not be liable for any damage to property or person caused by the actions of the Contractor, and the Contractor shall indemnify and hold the City harmless for any such damage or legal implications from said actions pursuant to Section 7.5. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 17 of 55 3.1.19 Transition and Implementation of Contract The Contractor shall develop, with the City's input and prior written approval, and submit to the City no later than 90 days after the Date of Execution of this Contract, a Transition and Implementation Plan for introducing the new and revised services to the different Customer sectors (i.e., Multifamily Complex and Commercial Customers), and detailing a specific timeline as to when different activities and events will occur, including details of Container delivery, how different events impact other events in the timeline and the process to be used to ensure that implementation occurs with no disruption. The Transition and Implementation Plan shall include details to update Contractor's website, information regarding new services, educational materials regarding Recycling, and other information or materials the Contractor desires to produce and provide to Customers. All materials, information, and education provided as part of the Transition and Implementation Plan shall be designed, developed, and delivered by the Contractor, at the Contractor's cost, and with prior written approval by the City. The City shall be provided a minimum of two weeks to review any materials, information, or education included in the Contractor's Transition and Implementation Plan. The City shall not be responsible or liable for payment of any costs associated with design, development, or delivery of any materials, information, or education as part of the Contractor's Transition and Implementation Plan. 3.1.20 Performance Review The City ma). at its option, conduct a review of the Contractor's performance under this Contract. If conducted. the performance review shall include, but is not limited, to a review of the Contractors performance relative to requirements and standards established in this Contract. The Contractor agrees to fully cooperate with the performance review and work with City staff and consultants to ensure a timely and complete review process. The results of the performance review shall be presented to the Contractor within 30 days of completion. Should the City determine that the Contractor fails to meet the Contract performance requirements and standards, the City shall give the Contractor written notice of all deficiencies. The Contractor shall have 60 days from its receipt of notice to correct deficiencies to the City's satisfaction. If the Contractor fails to correct deficiencies within 60 days, the City may allow the Contractor additional time to comply, accept other remedies for the service failure or proceed with the contract default process pursuant to Section 5.2 of this Contract, at the City's sole option. The costs of the development and implementation of any action plan required under this Section 3.1.20 or Section 5.1 shall be paid for solely by the Contractor, and the costs of developing or implementing such action plan may not be passed on to Customers or the City, or included in rates or fees charged Customers. 3.1.21 Continual Monitoring and Evaluation of Operations The Contractor's supervisory and management staff shall be available to meet with the City at either the Contractor's office or City offices, at the City's option_ on an every--other-weekly basis during the first six months of the contract and monthly throughout the term of the Contract to discuss operational and Contract issues, or such other time periods as may be agreed to by the Parties in writing. The Contractor shall continually monitor and evaluate all operations to ensure that compliance with the provisions of this Contract is maintained. The City may periodically monitor collection system parameters such as participation, Container condition, contents weights, and waste composition. The Contractor shall assist and fully cooperate with the City by City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 18 of 55 Waste Management of Washington, Inc. coordinating the Contractor's operations with the City s periodic monitoring to minimize inconvenience to Customers, the City, and the Contractor. The Contractor also shall provide full access to equipment, processing facilities, route and Customer service data, safety records, and other applicable information. The City's review of Contractor activities and records shall occur during normal Office Hours and shall be super ised by the Contractor's staff. 3.1.22 Collection/Disposal Restrictions Except for C&D Waste, all Garbage collected under this Contract shall be delivered to the City Disposal System, unless otherwise directed in writing by the City. Unauthorized disposal of Garbage, other than C&D Waste, Recyclables, and Compostables, outside of the City Disposal System shall be grounds for Contract default pursuant to Section 5.2 of this Contract. The Contractor shall not knowingly or as a result of gross negligence collect or dispose of Excluded Materials or other hazardous materials that are either restricted from disposal or would pose a danger to collection crews. If materials are rejected for this reason, the Contractor shall leave a written notice with the rejected materials listing why they were not collected and providing the Customer with a contact for further information about proper disposal options for such materials. Title to and liability for any Excluded Materials. or for other hazardous materials or substances that are either restricted from disposal or would pose a danger to collection crews (including but not limited to any household Hazardous Waste and small quantity generator Hazardous Waste, special waste, and radioactive material) or the environment and that are included with any materials collected under this Contract by Contractor despite the City's and Contractor's attempts to prevent the inclusion of such materials shall not pass to Contractor, but shall remain with the party from whom such Excluded Materials or any such other materials or substances is received. 3.1.23 Emergency Response The Contractor shall provide the City with the use of the Contractor's labor and equipment for assistance in the event of a City disaster or emergency declaration. Contractor services shall be provided immediately upon City directions and paid at the Contract rates in Attachment 13, provided that the City requests no more than an additional 10 drop -box hauls per weekday for a period not to exceed three weeks. If the City requires additional service to address a disaster or emergency event, the City shall negotiate with the Contractor or otherwise obtain the required additional services. The Contractor shall keep full and complete records and documentation of all costs incurred in connection with disaster or emergency response, and include such information in the annual reports required under Section 3.3.4. The Contractor shall maintain such records and documentation in accordance with the City's prior written approval and any standards established by the Federal Emergency Management Agency, and at the City's request, shall assist the City in developing any reports or applications necessary to seek federal assistance during or after a federally -declared disaster. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 19 of 55 3.2 Collection Services 3.2.1 Multifamily Complex Recyclables Collection Recycling shall be available to Multifamily Complex Customers utilizing Drop -box Container for Garbage Service at the Multifamily Complex Recycling rate surcharge provided in Attachment 13 in addition to their basic Garbage charges, based on the size of the Customer's Garbage Container. 3.2.1.1 Subject Materials All Recyclables listed in Attachment C for Multifamily Complex Customers, shall be collected from subscribers, without limit. 3.2.1.2 Containers The Contractor shall provide Recycling Containers at no additional charge to all Multifamily Complex Customers subscribing to Multifamily Complex Recycling service. The Contractor shall recommend appropriate Container sizes through its site visit and evaluation process. The Contractor shall encourage the use of Detachable Containers instead of multiple Carts at locations where more than one cubic yard of Recycling capacity is provided, unless space or other constraints favor the use of Carts. Containers used for the collection of Recyclables shall be delivered by the Contractor to requesting Customers within three days of the Customer's initial request. 3.2.1.3 Specific Collection Requirements If Recycling is requested, Multifamily Complex recycling collection shall occur at least weekly or more frequently if space constraints preclude providing sufficient weekly capacity. Collections shall be made on a regular schedule on the same day(s) of the week and as close to a consistent time as possible to minimize Customer and tenant confusion. The Contractor and City shall jointly develop a protocol to address Multifamily Complex recycling contamination issues. The protocol shall address thresholds for when contamination levels trigger Customer contact, when to put a Customer on "probation" for possible discontinued collection, when to suspend collection service and remove the subject Container, and finally, procedures for allow a Customer to resume service after it has been suspended due to contamination. The Contractor shall implement the protocol consistently for all Customers and shall notify the City via e-mail of any Customer being handled under the protocol. 3.2.2 Drop -Box Container Garbage Collection 3.2.2.1 Subject Materials The Contractor shall provide Drop -Box Container Garbage collection services to Customers, in accordance with the service level selected by the Customer and the service rates set forth in Attachment B. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 20 of 55 3.2.2.2 Containers The Contractor shall offer rental of non -compacted Drop -box Containers at the rates listed in Attachment B. Both Customer -owned and Contractor -owned Drop -box Containers used for compacting services shall be serviced. The Contractor shall maintain a sufficient Drop -box Container inventory to provide delivery of empty Containers by the Contractor to new and temporary Customers within three business days after the Customer's initial request. 3.2.2.3 Specific Collection Requirements The Contractor shall provide dispatch service and equipment capability of delivering empty and collecting full Drop -box Containers on the same business day if the Customers initial request is received by the call center before or at noon, and no later than the next business day if the Customer's initial call is received by the call center after noon. At the Customer's request and if operationally necessary and not otherwise restricted due to space or other constraints, the Contractor shall deliver an empty Drop -box Container to the Customer at the time of collecting the full Drop -box Container. 3.2.3 Temporary (Non -Event) Container Customers The Contractor shall maintain a sufficient Drop -box Container inventory to provide delivery of empty Containers by the Contractor to temporary Customers within three business days after the Customer's initial request. The charges for all temporary Containers shall be included in Attachment B. No additional fees other than those included in Attachment B may be charged. Temporary Garbage services shall not exceed 90 days in duration. Customers requiring service for more than 90 days shall subscribe for Drop Box Garbage service. 3.2.4 Excluded Services This Contract does not include the collection or disposal of Excluded Materials. Collection of Garbage and Recyclables in any manner and by any Container type other than as specified herein are excluded from the Contract and are contracted for separately by the City. 33 COLLECTION SUPPORT AND MANAGEMENT 3.3.1 General Customer Service The Contractor shall be responsible for providing all Customer service functions, including, but not limited to: • Answering Customer telephone calls and e-mail requests; • Informing Customers of current, new, and optional services and charges; • Handling Customer service requests, subscriptions and cancellations; • Receiving and resolving Customer complaints; • Dispatching Containers; • Billing; and, • Maintaining and updating regularly as necessary a user-friendly internet website. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 21 of 55 These functions shall be provided at the Contractor's sole cost, with such costs included in the Customer charges set forth in Attachment B. 3.3.2 Specific Customer Service Requirements The Contractor shall maintain a Spokane Valley -specific local or toll free telephone number with sufficient physical capacity to meet Section 3.3.2.4 performance requirements. The holiday collection schedule described in Section 3.1.6 shall also apply to Customer service coverage. Customer service representatives shall be available through the Contractor's call center during Office Hours for communication with the public and City representatives. Customer calls shall be taken during Office Hours by a person, not by voice mail. During all non -Office Hours for the call center, the Contractor shall have an answering or voice mail service available to record messages from all incoming telephone calls. 3.3.2.1 Customer Service Representative Staffing During Office Hours, the Contractor shall maintain sufficient staffing to provide timely response to complaints and service requests, consistent with required Contract response times for Customer communications. During office hours, Customers shall not be required to navigate automated telephone answering option branches in order to speak with a Customer service representative, but shall be routed directly to a Customer service representative. If incoming telephone calls necessitate, the Contractor shall increase staffing levels as necessary to meet Customer service demands. The Contractor shall work towards providing and publicizing a telephone number capable of handling service related text messages. The Contractor shall maintain sufficient staffing to answer and handle complaints and service requests in a timely manner made by methods other than telephone, including letters, e-mails, text messages or webpage messages. If staffing is deemed to be insufficient by the City to handle Customer complaints and service requests in a timely manner, the Contractor shall increase staffing levels to meet performance criteria. 3,3.2.2 City Customer Service The Contractor shall maintain staff that has management level authority to provide a point of contact for the majority of City inquiries, requests, and coordination covering the full range of Contractor activities related to this Contract. Duties include, but are not limited to: • Assisting City staff with promotion and outreach to Customers; • Serving as an ombudsperson, providing quick resolution of Customer issues, complaints, and inquiries; and, • Assisting the City with program development and design, research, response to inquiries, and troubleshooting issues. The Contractor shall maintain a representative or answering service to contact such representative, available at an emergency telephone number and email for use by the City in the event of an emergency during all hours. The City shall not use the emergency contact after normal office hours for normal customer service issues. 3.3.2.3 Service Recipient Complaints and Requests The Contractor shall record all complaints and service requests, regardless of how received, including date, time, Customer's name and address, if the Customer is willing to give this information, method of transmittal, and nature, date and manner of resolution of the complaint or service request in a computerized City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 22 of 55 daily log. Any telephone calls received via the Contractor's non -office hours voice mail or answering service shall be recorded in the log the following business day. The Contractor shall make a conscientious effort to resolve all complaints within one business day of the original phone call, letter, or interact communication, and service requests within the times established throughout this Contract for various service requests. Ha longer response time is necessary for complaints or requests, the reason for the delay shall be noted in the log, along with a description of the Contractor's efforts to resolve the complaint or request. The Customer service log shall be available for inspection by the City, or its designated representatives, during the Contractor's Office Hours, and shall be in a format approved by the City. The Contractor shall provide a copy of this log in an electronic format from the Microsoft Office suite of software to the City with the annual report. 3.3.2.4 Handling of Customer Calls All incoming telephone calls shall be answered promptly and courteously, with an average speed of human answer of less than 30 seconds. No telephone calls shall be placed on hold for more than one minute, and on a monthly basis, no more than 10% of incoming telephone calls shall be placed on hold for more than 30 seconds. The Contractor is encouraged to provide a "call-back" function to handle high call volumes. A Customer shall be able to talk directly with a Customer service representative when calling the Contractor's Customer service telephone number during Office Hours without navigating an automated phone answering system. An automated voice snail service or phone answering system may be used when the office — both the Customer Service Office and the Customer Service Center — is closed. A Customer calling into the Customer service phone lines and placed on hold shall hear only messages that are applicable to Spokane Valley and not misleading to City Customers. 3.3.2.5 Corrective Measures Upon the receipt of Customer complaints in regard to busy signals or excessive delays in answering the telephone, the City may request the Contractor submit a plan to the City to correct the problem. Once the City has approved the plan, the Contractor shall have sixty (60) days to implement the corrective measures, except during the transition and implementation period from one (1) month prior to the Date of Commencement of Service, through the end of the fourth month after the Date of Commencement of Service, during which the Contractor shall have one (I) week to implement corrective measures. Reasonable corrective measures shall be implemented without additional compensation to the Contractor. Failure to provide corrective measures shall result in possible performance fees for the Contractor. 33.2.6 Contractor Internet Website The Contractor shall provide a searchable user-friendly Internet website containing information specific to the Contractor's collection programs, material preparation requirements, available services and options, rates and fees, inclement weather service changes, and other relevant service information for its Customers. The website shall include an e-mail function for Customer communication with the Contractor, and the ability for Customers to submit service requests and manage their services on-line. Emailed Customer service requests shall be answered within one business day of receipt. The website shall offer Customers the option to receive and pay their service bills on-line through a secured bill payment system that enables Customers to make one-time or ongoing payments via credit card or checking/savings account at no extra charge. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 23 of 55 The website design shall be usability tested and then submitted for City approval a minimum of three months prior to the Date of Commencement of Service of this Contract, and then changes shall be subject to the City's prior approval throughout the term of this Contract. The website shall be functional for regular computers, tablets, and smart -phones or other similar mobile devices. Changes requested by the City shall be uploaded to the website within 48 hours of the time of the request. Changes requested by the City that are related to an emergency or time -sensitive situation (such as an inclement weather event, windstorm, or event preventing access to a Customer's regular place of container set -out) shall be uploaded to the website within four hours of the time of request. The Contractor shall review the website monthly, update as needed, and send entails of the updates to the City. Appropriate links shall be provided to the City's website and the Contractor shall check monthly that all links (including both City and non -City) links are current. Upon City request, the Contractor shall provide a website utilization report indicating the usage of various website pages and email option. 3.3.2.7 Full Knowledge of Garbage and Recyclables Programs Required The Contractor's Customer service representatives shall be fully knowledgeable of all collection services in Spokane Valley available to Customers under this Contract. For new Customers, Customer service representatives shall explain all Garbage and Recyclables (for Multifamily Complex Customers), and collection options available and specific to the service sector the Customer requires. For existing Customers, the representatives shall explain new services and options, and resolve recycling issues (for Multifamily Complex Customers), collection concerns, missed pickups, Container deliveries, and other Customer concerns. Customer service representatives shall be trained to inform Customers of Recyclables preparation specifications. City policy questions shall be immediately forwarded to the City for response. The Contractor's Customer service representatives shall have immediate electronic access to Customer service data and history. The Contractor shall provide the City with internal customer service representative training and support information specific to the City to allow the City to review and check information provided to customer service representatives and, in turn, provided to City Customers. Any revisions to these materials shall be approved in writing (via e-mail) by the City prior to being used by customer service representati ves. Upon City request, the Contractor shall also provide the City with up to two phantom billing accounts representing various sectors to facilitate City monitoring of Customer communications and billing protocols. These phantom accounts shall be established in conjunction with the City, shall be accessible to the City, and managed as if the City were a normal Customer using these accounts. 33.2.8 Customer Communications The City and Contractor recognize that Customer preferences for their method of communication may change during the term of this Contract and agree to adjust customer service expectations to match Customer preferences. For example, if call traffic to the Contractor's telephone -based call center reduces over time and is supplanted by an increase in texting, the Contractor shall shift staff resources accordingly to ensure high levels of customer service. The City and Contractor agree to review Contract requirements periodically and negotiate in good faith any desired improvements to the Contract service standards related to customer service delivery. 3.3.3 Customer Billing Responsibilities The Contractor shall be responsible for all billing functions related to the collection services required under this Contract. All Customers shall be billed monthly. In no case shall a Customer's invoice be past due City of Spokane Valley December, 2917 Comprehensive Drop -box Container Collection Contract Page 24 of 55 Waste Management of Washington, Inc. prior to the receipt of all services covered by the billing period. The Contractor's billing cycle parameters include, but are not limited to the service period, invoice date, due date, late fee date, reminder date(s), Container removal and stop -service date. The City reserves the right to review and provide feedback on the bill template used by the Contractor as to format and design to ensure Customer satisfaction. The Contractor shall evaluate and may incorporate the City's recommendations in good faith. Billing and accounting costs associated with Customer invoicing, including credit card fees, shall be borne by the Contractor, and are included in the service fees in Attachment B. The Contractor may bill to Customers late payments and "non -sufficient funds" check charges, as well as the costs of bad debt collection, under policies and amounts that have been previously approved in writing by the City. The Contractor shall offer paperless billing, including an autopay/electronic notification function that allows Customer to set up autopay and receive an e-mail or text notification of the amount and draw date of the payment, without requiring the Customer to navigate to the Contractor's website to obtain that information. The Contractor shall be responsible for the following: • Generating Garbage and Recyclables (if applicable) billing for all Customers; • Generating bills printed double -sided; • Generating bills that include at a minimum a statement indicating the Customer's current service level, current charges and payments, appropriate taxes and fees, Customer service contact information and website information; • Generating bills that clearly state the date at which late fees will be assessed for non-payment; • Generating bills that have sufficient space on the front of the bill for educational or informational messaging, as directed by the City; • Accepting automatic ongoing payments from Customers via debit or credit card, checking or savings account withdrawal, or by wire transfer. No transaction fees may be levied on any Customer payments; • Accepting, processing, and posting payment data each business day as applicable; • Accepting bill inserts for specific Customer sectors; • Maintaining a system to monitor Customer subscription levels and charge for additional services requested and delivered. This system shall maintain a Customer's historical account data for a period of not less than six (6) years from the end of the fiscal year in accordance with the City's record retention policy, and in a manner that is instantaneously accessible to Customer service representatives needing to refer to Customer service data and history; • Accepting and responding to Customer requests for service level changes, missed or inadequate collection services, and additional services; • Collecting unpaid charges from Customers for collection services; and • Implementing rate changes as specified in Section 4.3. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, inc. December, 2017 Page 25 of 55 The Contractor shall be required to have procedures in place to backup and minimize the potential for the loss or damage of the account servicing (e.g., Customer service, service levels, and billing history) database. The Contractor shall ensure that at a minimum a daily backup of the account servicing database is made and stored off-site. The Contractor shall also provide the City with a copy of the account servicing database (excluding Customer financial information such as credit card or bank account numbers) sorted by Customer sector via e-mail, FTP site or electronic media upon request. The City shall have unlimited rights to use such account servicing database to manage its solid waste program, including, but not limited to, developing targeted educational and outreach programs, analyzing service level shifts or rate impacts, and/or providing information to successor contractors. Upon seven (7) days written notice, the Contractor shall provide the City with a paper and/or electronic copy at the City's discretion of the requested Customer information and history, including but not limited to Customer names, service and mailing addresses, contact information, service levels, and current account status. The City may, at its option, transition to a billing agent relationship with the Contractor where the Contractor shall bill City -specified rates to Customers for all services under this Contract on the City's behalf and then receive, post and remit all funds to a City -specified account. The City shall then manage the receipts and pay the Contractor Contract rates, including or excluding the disposal cost component depending on whether the City elects to pay Garbage disposal fees directly to City's Disposal System. In the event that the City elects to shift to a billing agent relationship, the City and Contractor agree to negotiate the terms of transition, direct payment of disposal fees to the City's Disposal System, inclusion of additional billed utilities and other items in good faith, provided that the Contractor's underlying compensation for Contract services, other than the disposal component, shall remain substantially the same. 3.3.4 Reporting The Contractor shall provide annual and ad hoc reports to the City. The Contractor report formats may be specified and reasonably modified from time to time at City request at no cost to the City. In addition, the Contractor shall allow City staff access to pertinent operations information related to compliance with the obligations of this Contract, such as vehicle route assignment and maintenance logs, Garbage and/or Recyclables processing facility certified weight slips, and Customer charges and payments. 3.3.4.1 Annual Reports On an annual basis, by January 30th, the Contractor shall provide a report containing the following information for the previous year: 1. A billing summary that provides the number of Customers billed at each service level (e.g. by container size, extra services) for each service sector (e.g., Multifamily Complex, Commercial Customers and Temporary Customer hauls by Container size), the total number of Customers for each type of service by sector, Customer receipts by each service level, and total billings. 2. A log of all Customer complaints, including Customer name, property name and address, date of contact or site visit, reason for site visit, results of Customer request, complaint, inquiry and/or site visit, Container sizes for various materials (e.g., Garbage or Recycling), frequency of collection for various materials before site visit and resulting changes after site visit, additional follow-up needed, follow-up conducted, results of follow-up, and materials provided. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 26 of 55 3. A summary of total Garbage and Recyclables quantities collected (in tons) for each collection sector. The summary shall include the names of facilities used for all materials and tonnage delivered to each facility. 4. A description of any vehicle accidents, infractions, leaks or spills. 5. A discussion of promotion, education, and outreach efforts, and accomplishments for each sector and plans for the coming year. 6. An inventory of current collection vehicles and other major equipment, including model, year, make, serial or VIN number, assigned vehicle number, mileage (if vehicle), collection sector assigned to or used in, and maintenance history, including vehicle painting. 7. A list of Multifamily Complexes for which the Contractor is currently providing Garbage service and which are eligible for Recycling collection service, but not receiving service, with the results of required contacts made during the year to promote the Recycling service to those complexes, including the reason why the Multifamily Complex is not receiving Recycling service. 8. Upon at least 30 days' written notice from the City (e.g., prior to December 1), a summary of Recyclables market prices. Upon written request, the City may require that the summary of Recyclables also include contamination levels and processing residues disposed as Garbage and a description of the methodology used to determine contamination or residual levels (e.g. sample loads from an individual route truck, aggregate samples from all loads delivered to a facility, etc.). If Recycling collection vehicles arc used to service more than one jurisdiction, the Contractor shall develop an apportioning methodology that allows the accurate calculation and reporting of collection volumes and quantities from the different jurisdictions. The apportioning methodology shall be subject to the prior review and written approval of the City, and shall be periodically verified through field testing by the Contractor. 3.3.4.2 Ad Hoc Reports The City may require specialized ad-hoc reports from the Contractor at no additional cost to the City, provided that such reports do not require the Contractor to expend more than 20 staff hours each calendar year to complete. If ad hoc reporting requires over 20 hours in a particular calendar year, the Contractor may charge the City for additional staff time ata rate of $35 per hour, as adjusted annually by the same CPI modification adjustment as set forth in. Section 4.3.1. The Contractor shall inform the City of the cumulative total of hours expended, supported by a listing of staff names, date of work, work task and hours expended, upon the completion of each report requested by the City. These reports may include Customer service database tabulations to identify specific service level or participation patterns or other similar information. Reports shall be provided in such format and with such software compatibility as reasonably may be specified by the City. 3.3.4.3 Other Reports If requested by the City, the Contractor shall provide daily route information for all service sectors and collection streams for the purpose of evaluating potential collection system changes during the term of the Contract. Information received by the City shall be subject to existing laws and regulations regarding disclosure, including the Public Disclosure Act, chapter 42.56 RCW. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 27 of 55 3.3.5 Promotion and Education The Contractor, at its own cost and at the direction and approval of the City, shall have primary responsibility for developing, designing, executing, and distributing public promotion, education, and outreach programs. The Contractor shall also provide at its cost annual service-oriented information and outreach to Customers, distribution of City -developed promotional and educational pieces at the City's direction, and implementation of on-going recycling promotions, education, and outreach programs at the direction of the City. All written materials, Customer surveys and other general communications provided to Customers by the Contractor shall be approved in advance by the City. Each September. the City and Contractor shall jointly plan the Contractor's specific promotion and education program for the following year, including adjustments in materials and/or targeted audiences, as consistent with the City's solid waste management plan. The Contractor shall contact, at the City's request, the manager or owner of Multifamily Complex sites to which it provides Drop -box Container service to encourage recycling participation, address concerns, space or contamination problems, provide outreach to residents, and inform the manager or owner of all available services and ways to decrease Garbage generation. The Contractor shall coordinate and work cooperatively with City staff and/or consultants hired to conduct outreach and education, and provide technical assistance. Any additional promotional, educational, and informational materials provided by the Contractor to Customers in connection with the Contract shall be designed, developed, printed, and delivered by the Contractor, at the Contractor's cost, and subject to the City's final written approval as to form, content, and method of delivery. The City shall review and approve all materials and a minimum of a two weeks City review period shall be provided in all cases by the Contractor to allow sufficient time for City review and approval. 3.3.6 Transition to Next Contractor The Contractor shall work with the City and any successive contractor in good faith to ensure minimal Customer disruption during the transition period from the City's previous contractor to the City's new Contractor. Container removal and replacement shall be coordinated between the Contractor and a successive contractor to occur simultaneously in order to minimize Customer inconvenience. The Contractor shall remove any Containers for all services or any portion of services provided under this Contract upon sixty (60) days written notice from the City. The Contractor shall provide a detailed Customer list in an electronic format acceptable to the City, including Customer name, contact. information (i.e., telephone number and e-mail address, if available), service address, mailing address, collection service levels and frequencies, and Container rental service levels to the successive contractor within seven (7) days of initial request by the City. Failure to fully comply with this Section 3.3.6 shall result in the forfeiture of the Contractor's performance bond, at the City's discretion. 4. COMPENSATION 4.1 Compensation to the Contractor 4.1.1 Rates The Contractor shall be responsible for billing and collecting funds from Customers in accordance with the charges for services listed in Attachment B. The Contractor may reduce or waive at its option, but shall not City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 28 of 55 Waste Management of Washington, inc. exceed, the charges listed in Attachment B. These payments shall comprise the entire compensation due to the Contractor. In the event that a Customer places Excluded Materials in a Container, and the Contractor collects those materials inadvertently and incurs extraordinary expenses dealing with those materials, the Contractor may charge the Customer the actual costs of managing those materials, as approved by the City, which approval shall not be unreasonably withheld or delayed. Actual costs shall include additional transportation, handling, and disposal costs incurred by the Contractor for handling only those specific materials traceable to that Customer. The City is not required under this Contract to make any payments to the Contractor for services performed, or for any other reason, except as specifically described in this Contract, or for services the City obtains as a Customer. In the event that the Contractor or a Customer desires Drop -box Container -related services not specifically addressed in this Contract, the Contractor shall propose service parameters and a rate to the City in writing, based on the average of surrounding WUTC tariffs if such service is addressed in current tariffs. Upon the City Manager's written approval, the Contractor may provide the requested services. In no case shall the Contractor provide unauthorized services or charge unauthorized rates. The City Manager may, at his or her sole discretion, determine whether to bring the proposed services and rates to the City Council for approval. 4.1.2 Itemization on Invoices Except as otherwise provided in this Contract, all applicable City, County, and Washington State solid waste or household hazardous waste taxes or fees, utility taxes, and (if allowed under the last paragraph of Section 4.1.2) sales taxes shall be itemized separately on Customer invoices and added to the charges listed in Attachment B, except that the City Administrative Fees shall be included in Attachment B rates and shall not be itemized separately on Customer invoices. All Recyclablcs Container costs, collection costs, and revenues are included in the Multifamily Complex Recycling Surcharge subscription rates listed in Attachment B. Charges for all services Listed on Attachment B shall be itemized on the Customer invoices separately by the Contractor, and may at no time exceed the charges set forth in Attachment B. The City's disposal fee as it exists on the date of execution or as thereafter modified shall also be itemized separately on Customer invoices with charges for Drop -box Container service. The Contractor shall charge Drop -box. Customers the actual disposal cost without mark-up. The Contractor shall not separately charge sales tax for services that include any Container as part of the overall service package such as Multifamily Complex Recycling collection. Only Services that separate and itemize optional container rental (specifically Drop -box Container rental) shall have sales tax charged and listed on Customer invoices. The Contractor shall pay appropriate sales tax upon purchase of all equipment and Containers, and those costs are included in the rates provided in. Attachment B. In no case shall Customers be separately charged sales taxes paid by the Contractor on its equipment and Containers. 4.2 Compensation to the City At the option of the City and upon 90 days written notice, the Contractor shall pay to the City an Administrative Fee on or before the last working day of each month during the remaining term of this Contract. The Administrative Fee shall be based on the gross receipts received by the Contractor from City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 29 of 55 Waste Management of Washington, Inc. Customers under this Contract for the prior month's receipts, excluding Drop -box disposal fees. Calculation of gross receipts shall not include an Administrative Fee collected from Customers. When providing notice to begin the Administrative Fee, the City shall set the initial Administrative Fee rate. The Administrative Fee shall be assessed as a percentage of gross receipts received by the Contractor from those Customers since the last Administrative Fee payment period, consistent with the administrative fee calculations shown in Attachment D. The Contractor's obligations to pay the Administrative Fee shall extend past the termination date of this Contract until the Contractor is no longer receiving payments from Customers for services provided under this Contract. The rates included in Attachment B, as modified during the term of this Contract, include the Administrative Fee, and Customers shall not be separately charged an itemized Administrative Fee. Attachment D contains an example of how the Administrative Fee is included in rates, and lists the Contractor's service rate, the City's share of the retail rate, the State excise tax associated with the Administrative Fee, and the combined retail rate. Any adjustments to the Administrative Fee rate shall be calculated in a manner consistent with the example shown in Attachment D. The Contractor shall fully participate with any City billing audit to confirm the Contractor's Customer receipts during any accounting period during the term of the Contract. The audit shall be confined to confirming Customer billing rates, Contractor receipts for services provided under this Contract and bad debt recovery. The Administrative Fee may be changed by the City in any year, provided that the change is synchronized with the annual Contractor rate modification described in Section 3.3. The City shall notify the Contactor of the new Administrative Fee for the following year by August 15`, and the Contractor shall itemize and include the appropriate adjustment in its Rate Adjustment Statement provided September 1" of each year. In the event that the Administrative Fee is adjusted, either up or down, the Contractor shall add or subtract an amount equivalent to the state excise tax, as may be adjusted from time to time by the State of Washington. In addition, the Contractor shall be responsible for payment of all applicable permits, licenses, fees and taxes as described in Section 7.10, Permits and Licenses. 4.3 Compensation Adjustments 43.1 Annual CPI Modification The Contractor's collection service charges and miscellaneous fees and Contract options contained in Attachment B, excluding waste disposal fees, for each level of service shall increase or decrease each year by 90% of the annual 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 12 -month period and multiplying the result by the then applicable service charges and miscellaneous fees. Such increases or decreases are considered part of this Contract that occur automatically on an annual basis and shall not require additional City Council approval; provided such increases or decreases are subject to City review and verification as set forth below for the amount of such increase or decrease. Adjustments to the Contractor's collection service charge shall be made in units of one cent ($0.01). Fractions less than one cent ($0.01) shall not be considered when making adjustments. Rates shall be adjusted annually, beginning December 1, 2018. The Contractor shall submit in writing and. electronic form to the City for review and verification a Rate Adjustment Statement, calculating the new rates for the next year, on or by September 1' of each year, starting September 1, 2018. The City shall City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 30 of 55 Waste Management of Washington, inc. review and provide comment as to any errors with the calculations, by September 15th of each year. In the event that the Contractor does not submit a Rate Adjustment Statement by September 1w`, the City shall calculate and unilaterally implement a rate adjustment based on the best available information as of September I' of that year for the applicable period, and the Contractor shall lose the right to appeal this action. Absent City notification and subsequent remedy of errors, the new rates shall take effect on December 1s` of that year. Contractor shall notify Customers of the impending rate adjustment by October 15`h, at least 45 days prior to the new rate going into effect. Should ratepayers not receive notification by October 15th, due to missed deadlines by the Contractor, implementation of the new rates shall be delayed by one month without opportunity for recovery of lost revenue. An example of rate adjustments due to Consumer Price Index changes is provided in Attachment D. 4.3.2 Changes in Disposal Processing Sites If the Contractor is required by the City or other governmental authority to use a Garbage disposal site other than those being used at the initiation of this Contract, the Contractor shall submit a detailed proposal, including full disclosure of relevant cost impacts, for the adjustment of the rates to reflect any additional cost or savings to the Contractor. The Contractor's rates pursuant to this Contract in such a case shall be adjusted so as to pass through any resulting additional costs incurred by or savings to the Contractor. The City and Contractor agree to negotiate in good faith and to make any changes to the rates to accomplish a pass-through of any such costs or savings. 4.3.3 Other Modifications Except as otherwise expressly provided for by this Contract, Contractor shall not adjust or modify the rates charged to Customers above the rates set forth in Attachment B due to employee wage increases, changes in commodity prices for Recyclables, or other changes affecting the collection system. In the event that unforeseen temporary market failure prevents or precludes compliance with the requirements of Section 3.1.10, the Contractor may request a temporary adjustment or other relief from the requirements of that Section 3.1.10. The City may request any and all documentation and data reasonably necessary to evaluate such request by the Contractor, and may retain, at its own expense, an independent third party to audit and review such documentation and such request. If such third party is retained, the City shall take reasonable steps, consistent with State law, to protect the confidential or proprietary nature of any data or information supplied by the Contractor. If an unforeseen market failure persists more than nine months, the Parties agree to engage in good faith negotiations to determine a mutually acceptable course of action, including but not limited to eliminating the materials from the list of Recyclables, changing Customer preparation requirements, or any other mutually -agreeable solution. The City shall review the Contractor's request within 120 days of receipt. Upon the City's review of the Contractor's request, the City shall approve or deny the request, at its sole discretion. 43.3.1 New or Changes in Existing Taxes If new City, County, Washington State, or Federal taxes are imposed, or the rates of existing taxes are changed after the Date of Execution of this Contract, and the impact of these changes results in material. increases or decreases in annual Contractor costs, the Contractor and City shall enter into good faith City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 31 of 55 negotiations to determine whether compensation adjustments are appropriate and if so, to determine the amount and the method of adjustment. In the event that road or bridge tolls are implemented that affect the Contractor's operations under this Contract, the City and Contractor agree to enter into good faith negotiations to adjust compensation accordingly. 4.3.3.2 Changes in Service Provision In the event that either the Contractor or City propose any changes in how Contract services are provided that materially reduce Contractor costs, the Contractor shall promptly notify the City in writing of such reduced costs and expected Customer impacts. Haw City reasonably believes that the changes will result in an adverse effect on City Customers, the City may, at its sole option, reject the proposed change. Otherwise, the Contractor and City shall mutually agree on how to split the savings between the Contractor and Customer to reflect any potential net decrease in Customer convenience due to the change. 4.4 Change in Law In the event there are changes in federal. State, or local laws or regulations which result in material increases or decreases in annual Contractor costs, the Contractor and City shall enter into good faith negotiations to determine whether compensation adjustments are appropriate, and if so, to determine the amount and the method of adjustment. If the City requires review of financial or other proprietary information in conducting its rate review, at the request of the Contractor, the City shall retain a third -party to review such information at the City's expense, and shall take such other steps as are reasonably feasible and appropriate to protect the confidential nature of Contractor's documents. This section shall not require the City to approve any compensation adjustment. 5. FAILURE TO PERFORM, REMEDIES, TERMINATION The City expects high levels of Customer service and collection service provision. Performance failures shall be discouraged, to the extent possible, through specific performance fees for certain infractions and through Contract default for more serious lapses in service provision. Section 5.1 details infractions subject to performance fees, and Section 5.2 details default provisions and procedures. 5.1 Performance Fees The City reserves the right to make periodic, unscheduled inspection visits or review of Contractor's activities to determine the Contractor's compliance with the provisions and requirements of this Contract. Such inspections or review are not required to be based upon any formal complaint or notification. In the event that the City's inspection reveals that the Contractor has failed to satisfactorily perform any duties of this Contract, the City shall present a documented incident report to the Contractor detailing such unsatisfactory performance. The Contractor and the City agree that upon receiving such report, the Contractor shall pay the following dollar amounts, not as a penalty, but as performance fees for failure to satisfactorily perform its duties under this Contract. The City and the Contractor agree that the City's damages would be difficult to prove in any litigation, and that these dollar amounts are a reasonable estimate of the damages sustained by the City as a result of the Contractor's failure to satisfactorily perform its duties under this Contract. Performance fees shall consist of the following, as well as those set forth in Section 3.1.16: City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 32 of 55 Cite of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 33 of 55 Action or Omission ,Perfornnance fees 1 Collection before or after the times specified in Section 3.1.4. except as expressly permitted in writing. $500 per incident (each vehicle an each route is a separate incident). 2 Repetition of complaints after notification. including, but not limited to, failure to replace Containers in designated locations, spilling, not closing gates, not replacing lids, crossing planted areas, or similar violations. $50 per incident. not to exceed $5,000 per vehicle per day. 3 Failure to promptly clean-up or collect leaked or spilled materials after notification by the City. Twice the cost of cleanup to the City, plus $500 per incident. 4 Repeated leakage or spillage from Contractor vehicles or of vehicle contents after City notification to the Contractor of the problem - $500 per vehicle, per inspection, plus clean-up costs. 5 Failure to replace a leaking Container within one business day of notification. $25() per incident, and then $100 per day that the Container is not replaced. 6 Failure to collect materials within the time periods specified within the Contract. $10() per incident to a maximum of $5,000 per vehicle per day. 8 Rejection of Garbage or Recyclables without providing documentation to the Customer of the reason for rejection. $100 per incident. 9 Failure to deliver Containers within three days of request to Customers requesting service after the Date of Commencement of Service. $100 per incident. 10 Material misrepresentation by Contractors in records or reporting, as determined by the City or upon a series of misrepresentations when the Contractor has failed to provide correct and accurate records or reporting. $5,000 per incident. 11 Failure to provide the required annual report on time. S500 per day past deadline. 12 Failure to maintain clean, sanitary and properly painted Containers, vehicles and facilities. $50 per incident, up to maximum of $1,000 per inspection. 13 Collection of Recyclables in a vehicle placarded for Garbage collection without the express written permission of the City. $2,000 per vehicle, per incident. 14 Failure to meet Customer service answer and on -hold time performance requirements. $100 per day. 15 Failure to meet the service and performance standards listed in Section 3.2 of this Contract for a period of two consecutive months. $25() per day until the service standards listed in Section 3.2 are mei for 10 consecutive business days. 16 Failure to properly use an authorized switchable placard or nameplates as described in Section 3.1.13. $100 per placard per vehicle per day. 17 Inability to reach the Contractor's staff via the emergency telephone number within one hour of the City becoming aware of the event giving rise to the call. $500 per incident. 18 The use of outdated, or unauthorized stickers, or lack of required stickers on Contractor -provided Containers. $50 per Container. 19 Failure to have correct rates for all Customer sectors and sen ice levels listed on the Contractors website. $250 per day, with no maximum. Cite of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 33 of 55 Nothing in this Section shall be construed as providing an exclusi\ c list of the acts or omissions of the Contractor that shall be considered violations or breaches of the Contract, and the City reserves the right to exercise any and all remedies it may have with respect to these and other violations and breaches. The performance fees schedule set forth here shall not affect the City's ability to terminate this Contract as described in Section 5.2. Performance fees, if assessed during a given month, shall be invoiced in writing by the City to the Contractor. The City shall notify the Contractor of an assessment of performance fees within 30 days of the City becoming aware of the violation. The Contractor shall be required to pay the City the invoiced amount within 30 days of billing. Failure to pay performance fees shall be considered a breach of this Contract, and shall accrue penalty charges of 8.0% of the amount of any delinquent payments. Any performance fees assessed against the Contractor may be appealed by the Contractor to the City within 10 days of being invoiced for assessed performance fees. The Contractor shall be allowed to present evidence as to why the amount of the assessed performance fees should be lessened or eliminated including the provision of incorrect information provided by a previous contractor for contract failures during the initial transition period. The City reserves the right to waive any performance fee. The decision of the City shall be final. 5.2 Contract Default The Contractor shall be in default of this Contract if it abandons or violates any portion or provision of this Contract, fails to fully and promptly comply with all its obligations, or fails to give any satisfactory reason for noncompliance. In addition, the Contractor shall be in default of the Contract should, including but not limited to, any of the following occur: 1. The Contractor fails to commence the collection of Garbage and Recyclables, or fails to provide any portion of service under the Contract on the Date of Commencement of Service, or for a period of more than five consecutive collection days at any time during the term of this Contract except as provided pursuant to Section 3.1.16 (labor disruption) or Section 7.15 (force majeure); 2. The Contractor fails to obtain and maintain any permit, certification, authorization, or license required by the City, County, or any federal, State, or other regulatory body in order to collect materials under this Contract, or comply with environmental standards and regulations applicable to services provided under this Contract; 3. The Contractor's noncompliance creates a hazard to public health or safety or the environment; The Contractor causes uncontaminated Recyclables to be disposed of in any way, such as in a landfill or incinerated at an incinerator or energy recovery facility, without the prior written permission of the City; 5. The Contractor fails to make any required payment to the City, as specified in this Contract; 6. The Contractor is assessed performance fees in excess of $5,000.00 during any consecutive six month period; or 7. The Contractor fails to resume full service to Customers within twenty-one days following the initiation of a labor disruption pursuant to Section 3.1.16. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 34 of 55 The City reserves the right to pursue any remedy available at law or in equity for any default by the Contractor. In the event of default, the City shall give the Contractor 10 days prior written notice of its determination of a default, intent to exercise its rights, stating the reasons for such action, and the period for the Contractor to cure the default. In the event no cure period is specified in such notice, the cure period shall be 10 days from the date of the notice. If an emergency arises that does not allow 10 days prior written notice, the City shall immediately notify the Contractor of its intent to exercise its rights immediately. If the Contractor cures the stated reason within the stated cure period, or initiates efforts satisfactory to the City to remedy the stated reason and the efforts continue in good faith, the City may opt to not exercise its rights for the particular default. If the Contractor fails to cure the stated reason within the stated period, or does not undertake efforts satisfactory to the City to remedy the stated reason, then the City may at its option terminate this Contract. The City shall send notice of termination to the Contractor and surety on the Contractor's performance bond. Upon receipt of such notice, the Contractor agrees that it shall promptly discontinue the services provided under this Contract. The surety of the Contractor's performance bond may, at its option,. within 10 days from such written notice, assume the services provided under this Contract that the City has ordered discontinued and proceed to perform same, at its sole cost and expense, in compliance with the terms and conditions of the Contract, and all documents incorporated herein. In the event that the surety on the Contractor's performance bond fails to exercise its option within the 10 day period, the City may complete the services provided under this Contract or any part thereof, either through contract with another party or any other means. The City shall be entitled to recover from the Contractor and the surety on the Contractor's performance bond as damages all expenses incurred, including reasonable attorney's fees, together with all such additional sums as may be necessary to complete the services provided under this Contract, together with any further damages sustained or to be sustained by the City. If City employees provide Garbage or Recyclables collection, the actual incremental costs of City labor, overhead, and administration shall serve as the basis for a charge to the Contractor and the surety on the Contractors performance bond. 6. NOTICES All notices required or contemplated by this Contract shall be in writing and personally served or mailed (postage -prepaid and return receipt requested), addressed to the parties as follows, or as amended by the City: To City: City Manager City of Spokane Valley 11707 East Sprague Avenue, Suite 106 Spokane Valley, WA 99206 After September 1, 2017: City Manager City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 To Contractor: public Sector Solutions Director Waste Management of Washington, Inc. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 35 of 55 720 4th Avenue, Suite 400 Kirkland, WA 98033 Public Sector Manager Waste Management 11321 E Indiana Avenue Spokane Valley, WA 99206 7. GENERAL TERMS 7.1 Collection Right The Contractor shall be one of the non-exclusive providers contracted by the City to collect Garbage in Drop -box Containers and Multifamily Complex Recyclables from Multifamily Complex Customers that utilize Drop -box Containers for primary Garbage service within the City Service Area. Collection of Drop - box Garbage and, as may be applicable, Recyclables, shall occur solely in accordance with the terms of this Contract. No other collection rights are otherwise authorized unless specifically granted by the City. The City shall not be obligated to join or instigate litigation to protect the right of the Contractor. This Contract provision shall not apply to Garbage or Recyclables self -hauled by the generator; to Source - separated materials hauled by common or private carriers (including drop-off recycling sites); to C&D Waste hauled by self -haulers or construction or demolition contractors in the normal course of their business; to Yard Debris generated and hauled by private landscaping services; or to non-residential Compostables hauled by common or private carriers. The Contractor shall retain the right and cover all costs to dispose of or process and market the Garbage and/or Recyclables once these materials are placed in Contractor -provided Containers. The Contractor shall retain revenues gained from the sale of Recyclables. Likewise, a tipping or acceptance fee charged for Recyclables shall be the financial responsibility of the Contractor. 7.2 Access to Records The Contractor shall maintain in its local office full and complete operations, Customer, financial, and service records related to the Contractor's performance under this Contract. These records shall be available upon reasonable notice for inspection and copying for any reasonable purpose by the City. In addition, the Contractor shall, during the Contract term, and at least seven years thereafter, maintain in an office in Spokane County reporting records and billing records pertaining to the Contract that are prepared in accordance with Generally Accepted Accounting Principles, reflecting the Contractor's services provided under this Contract. Those Contractor's accounts shall include, but shall not be limited to, all records, invoices, and payments under the Contract, as adjusted for additional and deleted services provided under this Contract. The City shall be allowed access to these records for audit and review purposes, subject to the same protections of the Contractor's financial or other proprietary information set forth in Section 4.4. The Contractor shall make available copies of certified weight slips for Garbage and Recyclables on request within 1.0 business days of the request. The weight slips may be requested for any period during the term of this Contract. 7.3 Insurance City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 36 of 55 The Contractor shall procure and maintain insurance, as required in this Section, without interruption from commencement of the Contractor's work through the term of the contract and for thirty (30) days after the Physical Completion date, unless otherwise indicated herein. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 7.3.1 Minimum Scope of Insurance Contractor shall procure and maintain for the duration of the Contract, 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. Contractor shall obtain insurance of the types described below: 1. 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 and including Pollution coverage related to transport cargo. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, and personal injury, and advertising injury. There shall be no endorsement or modification of the Commercial General Liability Insurance for liability arising from explosion, collapse, or underground property damage. City shall be named as an additional insured under Contractor's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Contractor's Pollution Legal Liability insurance coverage (claims -made form) covering any claim for bodily injury, personal injury, property damage, cleanup costs, and legal defense expenses applying to all work performed under the Contract, including that related to transported cargo. Contractor warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract; and that the continuous coverage shall be maintained or an extended discovery period shall be exercised for a period of three years beginning from the date services under this Contract are terminated. The City shall be named by endorsement as an additional insured on the Contractor's Pollution Legal Liability insurance policy. S. Commercial Umbrella Liability insurance (not "excess only" Umbrella Liability Insurance). This Umbrella Liability Insurance shall apply above, and be at least as broad in coverage scope, as the Contractor's Commercial General Liability and Automobile Liability Insurance. 7.3.2 Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than $1,000,000 per accident. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 37 of 55 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 for each occurrence, $2,000,000 for general aggregate, and $2,000,000 products completed operations aggregate limit. 3. Employer's Liability. $1.000,000 per occurrence. 4. Contractor's Pollution Legal Liability insurance shall be written with limits of $5,000,000 each incident. 5. Commercial Umbrella Liability insurance shall be written with limits of $5,000,000 each occurrence. 7.33 Other Insurance Provisions As respects the services provided by Contractor under this Contract, the policies are to contain, or be endorsed to contain, the following provisions for all except workers' compensation: 1. Contractor's insurance coverage shall be primary insurance with respect to the 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 five business days of receipt by Contractor. 3. If Contractor maintains higher insurance limits than the minimums shown above, City shall be included as an additional insured for the full available limits of commercial general and excess, pollution, or umbrella liability maintained by Contractor, irrespective of whether such limits maintained by Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Contractor. 4. Failure on the part of Contractor to maintain the insurance as required shall constitute a material breach of the Contract, upon which the City may, after giving at !cast five business days` notice to Contractor to correct the breach, immediately terminate the Contract, or at its sole discretion, procure such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Contractor from the City. 7.3.4 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 7.3.5 Verification of Coverage As evidence of the insurance coverages required by this Contract, Contractor shall furnish acceptable insurance certificates to the City Clerk by March 15, 2018, which shall become Attachment E. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements. Insuring companies or entities are subject to City acceptance. To the extent allowed or required by law and upon the request of the City, complete copies of insurance policies shall be provided City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 38 of 55 to City. Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 7.3.6 Subcontractors The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the City is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement at least as broad as ISO Additional Insured endorsement 20 26 07 04. 7.3.7 ACORD Form If an "ACORD" form of Certificate of Insurance is provided to the City pursuant to this section, it must include the following: Wording to be added in the Description Section - "Should any of the above described policies be canceled, before the expiration date thereof, thirty (30) days advance notice shall be mailed to the City of Spokane Valley." 7.4 Performance Bond The Contractor shall provide and maintain at all times a valid Contractor's Performance Bond or bonds, letter of credit, or other similar instrument on the City's bond forms in the amount of $10,000.00. The Contractor's Performance Bond shall be provided to the City no later than March 15, 2018. The bond, letter of credit, or other similar instrument shall be issued for the term of the Contract, unless otherwise approved in writing by the City. In the event a bond, letter of credit, or other similar instrument is approved for a period shorter than the term of the Contract, the Contractor shall provide such new bond, letter of credit, or similar instrument, and evidence satisfactory to the City of its renewability, no less than 60 calendar days prior to the expiration of the original bond, letter of credit, or other similar instrument then in effect. The City shall have the right to call the original bond, letter of credit, or other similar instrument in full in the event its renewal is not confirmed prior to five calendar days before its expiration. 7.5 Indemnification 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, attomey's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by Contractor, Contractor's agents, subcontractors, subconsultants, and employees arising out of this Contract to the fullest extent permitted by law, subject only to the limitations provided below. Contractor's duty to defend, indemnify, and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW 4.24.115. Contractor's duty to defend, indemnify, and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, inc. December, 2017 Page 39 of 55 Contractor, 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. 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, 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 expenses. 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. Contractor hereby certifies that this indemnification provision was mutually negotiated. 7.6 Confidentiality of Information 1. The Parties agree that all records of the Contractor and of the City which are related to this Contract and the 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. 2. All reports, educational materials, and other records prepared by the Contractor and provided to the City pursuant to this Contract 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 Contract 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 Contract that Contractor provides to the City pursuant to this Contractor; provided City shall not publish, disclose, or distribute any financial information 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. Notwithstanding the foregoing, any Contractor confidential and proprietary information shall be excluded from this Section to the extent allowed by law. 3. The City, oras 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 Contract and are required to be provided City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 40 of 55 Waste Management of Washington, Inc. by Contractor to the City or to support fee adjustments under Section 4. 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 Contract, provided that such representativ cs shall hold such matters in strictest confidence and not disclose them except in accordance with the limitations on disclosure set forth in this Section 7.6. 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. 4. 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. 7.7 Assignment of Contract 7.7.1 Assignment or Pledge of Money by the Contractor The Contractor shall not assign or pledge any of the money due under this Contract without securing the prior written approval of the surety of the Contractor's performance bond and providing at least 30 calendar days prior written notice to the City of such assignment or pledge together with a copy of the surety's approval thereof. Such assignment or pledge, however, shall not release the Contractor or its sureties from any obligations or liabilities arising under or because of this Contract. The requirements of this section shall not apply to the grant of a general security interest in the Contractor's assets to secure the Contractor's obligations under any loan or credit facility entered into by the Contractor or the Contractor's parent. 7.7.2 Assignment, Subcontracting, Delegation of Duties The Contractor shall not assign or sub -contract any of the services provided under this Contract that directly affect Customers or delegate any of its duties under this Contract without the prior written approval of the City, which may be granted or withheld in the City's sole discretion. In the event of an assignment, sub -contracting, or delegation of duties, the Contractor shall remain responsible for the full and faithful performance of this Contract and the assignee, subcontractor, or other obligor shall also become responsible to the City for the satisfactory performance of the services to be provided under this Contract. The City may impose conditions of approval on any such assignment, subcontracting, or Change of Control, including but not limited to requiring the delivery by the assignee, subcontractor, or other obligor of its covenant to the City to fully and faithfully complete the services to be provided under this Contract or responsibilities undertaken. In addition, the assignee, subcontractor, or obligor shall sign a separate statement agreeing to abide by all terms and conditions of this Contract. The City may terminate this Contract if the assignee, subcontractor, or obligor does not comply with this clause. Supplier agreements for vehicles, part. fuels, and other general supplies are exempt from this reporting requirement. For the purposes of this Contract, any Change of Control of the Contractor shall be considered an assignment subject to the requirements of this section. Nothing herein shall preclude the City from executing a novation, allowing the new ownership to assume the rights and duties of the Contract and releasing the previous ownership of all obligations and liability. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 41 of 55 7.7.3 Merger or Sale of Contractor Operations In the event the Contractor wishes to change the trade name under which it does business within the City Service Area, the Contractor shall designate to the City the name, logo, and colors under which it will be doing business in writing to the City at least 30 days prior to the effective date of its change of trade name. Within a reasonable period following a change of trade name by the Contractor, all items, logos, articles, and implements seen by the public shall be changed, including but not limited to letterhead, signs, promotional materials, website pages, billing statements, envelopes, and other items. Vehicles are the only exception; vehicles must be repainted with new trade name, and any new logo or colors, within two years of the effective date of the change of trade name, provided that temporary nameplates (magnetic, stickers or other) shall be affixed to vehicles within 30 days of the change. Failure to comply with the terms of this section shall result in penalties assessed against the Contractor in accordance with Section 5.1.2. 7.8 Laws to Govern/Venue This Contract shall be governed by the laws of the State of Washington both as to interpretation and performance. Venue shall be in Superior Court in the State of Washington for Spokane County. 7.9 Compliance with Applicable Laws and Regulations The Contractor shall comply with all federal, state, and local regulations and ordinances applicable to the work to be done under this Contract. Any material violation of the provisions of this section shall be grounds for termination or suspension of the Contract by the City, and may result in the Contractor's ineligibility for further work for the City. The Contractor agrees not to discriminate against any employee or applicant for employment or any other persons in the performance of this Contract because of race, religion, creed, color, national origin, marital status, gender, age, disability, sexual orientation, or other circumstances as may be defined by federal, state, or local law or ordinance, except for a bona fide occupational qualification. Without limiting the foregoing, Contractor agrees to comply with the provisions of the Affidavit of Equal Opportunity & Title VI Compliance requirements incorporated herein by this reference. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Contractor setting forth the provisions of this nondiscrimination clause. Conditions of the Federal Occupational Safety and Health Act of 1970 (OSHA), the Washington Industrial Safety and Health Act of 1973 (WISHA), and standards and regulations issued under these Acts from time - to -time must be complied with, including ergonomic and repetitive motion requirements. The Contractor must indemnify and hold harmless the City from all damages assessed for the Contractor's failure to comply with the Acts and Standards issued therein. The Contractor is also responsible for meeting all pertinent local, state, and federal health and environmental regulations and standards applying to the operation of the collection and processing systems used in the performance of this Contract. The Contractor is specifically directed to observe all weight -related laws and regulations in the performance of these services, including axle bridging and loading requirements. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 42 of 55 7.10 Permits and Licenses The Contractor and subcontractors shall secure a City business license and pay all fees and taxes levied by the City. The Contractor shall obtain all permits, certifications, authorizations, and licenses necessary to provide the services required herein prior to the Date of Execution of this Contract at its sole expense. The Contractor shall be solely responsible for all taxes, fees, and charges incurred, including, but not limited to, license fees and all federal, state, regional, county, and local taxes and fees. including income taxes, property taxes, permit fees, operating fees, surcharges of any kind that apply to any and all persons, facilities, property, income, equipment, materials, supplies, or activities related to the Contractor's acti ities under the Contract, business and occupation taxes, workers' compensation, and unemployment benefits. 7.11 Relationship of Parties The Parties understand and agree that Contractor shall be an independent contractor and not the agent or employee of City, that City is interested only in the results to be achieved, and that the right to control the particular manner, method, and means in which the services under this Contract are performed is solely within the discretion of Contractor. Any and all employees who provide services to City under this Contract shall be deemed employees solely of Contractor. Contractor shall be solely responsible for the conduct and actions of all its employees under this Contract and any liability that may attach thereto. 7.12 Contractor's Relationship with Customers The Contractor shall not separately contract with Customers for any services covered under this Contract; however, the Contractor may negotiate separate agreements with Customers for the sole purpose of compactor leasing, payment for recyclables, or other related services only when not included in this Contract, provided that Customers are provided separate invoices for those services and that the Contractor makes it clear to Customers that those services are not provided under this Contract. These separate agreements must be in writing and shall in no way expressly or by application supersede this Contract. The Contractor agrees these separate agreements shall not contain durations any longer than the final date of this Contract's term. The Contractor shall provide the City a detailed list of all such separate agreements with Customers upon City request. The City may, at its sole option, regulate similar or identical services in the successor to this contract. 7.13 Bankruptcy It is agreed that if an order for relief with respect to the Contractor is entered in any bankruptcy case, either voluntarily or involuntarily, in which the Contractor is a debtor, then this Contract, at the option of the City, may be terminated effective on the day and at the time the order for relief is entered. 7.14 Right to Renegotiate/Amend The City shall retain the right to renegotiate this Contract or negotiate contract amendments at its discretion or based on policy changes, state statutory changes, or local law or rule changes, Washington State, or federal regulations regarding issues that materially modify the terms and conditions of the Contract, including but not limited to any modifications to contracting terms or policies as they relate to the City Disposal System and disposal services. The City may also renegotiate this Contract should any Washington State, County, or City rate or fee associated with the Contract be held illegal or any increase thereof be rejected by voters. In addition, the Contractor agrees to renegotiate in good faith with the City in the event the City wishes to change disposal locations or add additional services or developments to the Contract and City of Spokane Valley December, 2017 Comprehensive Drop -box Container Collection Contract Page 43 of 55 Waste Management of Washington, Inc. to provide full disclosure of existing and proposed costs and operational impacts of any proposed changes. In the event of a renegotiation, the Parties agree to negotiate all terms and rates in good faith. This Contract may be amended, altered, or modified only by a written amendment, alteration or modification, executed by authorized representatives of the City and the Contractor. A failure by the parties to reach agreement on any matter as to which either party has a right to renegotiate under this section or under any other section of this Contract shall not in and of itself result in a termination of this Contract or give rise to any right on the part of either party to terminate this Contract, nor shall a failure of the parties to reach such an agreement otherwise affect the validity or enforceability of this Contract. 7.15 Force Majeure Provided that the requirements of this section are met, Contractor shall not be deemed to be in default and shall not be liable for failure to perform under this Contract if Contractor's performance is prevented or delayed by acts of God, including landslides, lightning, forest fires, storms, floods, freezing and earthquakes, terrorism, civil disturbances, acts of the public enemy, wars, blockades, public riots, explosions, accident to machinery, equipment or materials, unavailability of required materials or disposal restrictions, governmental restraint or other causes, whether of the kind enumerated or otherwise, that are not reasonably within the control of the Contractor, and are not the result of the willful or negligent act error or omission of the Contractor; and that could not have been prevented by the Contractor through the exercise of reasonable diligence ("Force Majeure"). The Contractor's obligations under this Contract shall be suspended, but only with respect to the particular component of obligations affected by the Force Majeure and only for the period during which the Force Majeure exists. The following events do not constitute Force Majeure: strikes, other than nationwide strikes or strikes that by virtue of their extent or completeness make the particular goods or services effectively unavailable to the Contractor; work stoppages or other labor disputes or disturbances occurring with respect to any activity performed or to be performed by the Contractor; or general economic conditions. If as a result of a Force Majeure event, Contractor is unable wholly or partially to meet its obligations under this Contract, the Contractor shall notify the City by telephone or email, on or promptly after the Force Majeure is first known, followed within seven days by a written description of the event and cause thereof to the extent known; the date the event began, its estimated duration, the estimated time during which the performance of the Contractor's obligations will be delayed; the likely financial impact of the event; and whatever additional information is available concerning the event and its impact on the City and its Customers. The Contractor shall provide prompt written notice of the cessation of the Force Majeure. Whenever such event shall occur, the Contractor, as promptly and as reasonably possible, shall use its best efforts to eliminate the cause, reduce the cost, and resume performance under the Contract. In addition, if as a result of a Force Majeure event, Contractor is unable wholly or partially to meet its obligations under this Contract, the Contractor shall notify all Customers regarding the disruption in collection service in a manner similar to the notification required in the case of inclement weather under Section 3.1.7. 7.16 Illegal Provisions If any provision of this Contract shall be declared illegal, void, unenforceable, or invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the legality, effectiveness, and validity of any other section, sentence, clause, or phrase of this Contract and the other provisions of the Contract shall remain in full force and effect. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 44 of 55 7.17 Waiver 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 Contract. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this Contract 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 Contract 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 Contract or any part thereof. 7.18 Incorporation of Contractor's Proposal in Response to City's RFP The Contractor's proposal, dated February 6, 2017, submitted in response to the City's Request for Proposals, is incorporated by reference, including but not limited to collection vehicle types, customer service staffing and approach, processing abilities and other commitments made in the Contractor's proposal and all associated clarifications and supplemental proposal materials. In the case of conflict betwcon the Contractor's proposal and this Contract, the provisions of this Contract shall prevail. The City may approve changes to vehicle and Container make, model and specifications at the City's discretion. 7.19 Disputes Resolution The parties shall attempt to resolve any and all disputes to the mutual satisfaction of both parties by good faith discussions. Throughout the duration of a dispute, the Contractor shall continue providing all services included in this Contract. Disputes not resolved in accordance with other provisions of this Contract or through good faith discussions shall, within one year of first notification of such dispute, be submitted to non-binding mediation before a mediator mutually agreed upon by both the City and the Contractor. Each party shall pay their own mediation costs. Neither party may initiate or commence legal proceedings prior to completion of the non-binding mediation. If non-binding mediation is not successful, disputes shall be resolved through litigation filed in the Superior Court of the State of Washington in Spokane County, unless otherwise required by applicable federal or state law. 7.20 Jurisdiction and Venue This Contract is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 7.21 Interpretation of Time All times expressed in this Contract are in reference to Pacific Standard Time. All references to days are calendar days unless otherwise specified. 7.22 Entirety This Contract and the attachments affixed hereto are herein incorporated by reference and represent the entire agreement or contract terms between the City and the Contractor with respect to the services to be provided under this Contract. No prior written or oral statement or proposal shall alter any term or provision of this Contract. WITNESS THE EXECUTION HEREOF on the day and year first herein above written. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, inc. December, 2017 Page 45 of 55 CITY OF SPOKANE VALLEY: Contractor: Mark Calhoun, City Manager By: ATTEST: Christine Bainbridge, City Clerk APPROVED AS TO FORM: Office of the City Attorney Its: Authorized Representative Attachments Attachment A: City Service Area Attachment B: Contractor Rates Attachment C: Recyclablcs List Attachment D: Rate Modification Example Attachment E: Insurance Certificates (provided by March 15, 2018) City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Page 46 of 55 SPOKANE VALLEY SOLID WASTE SERVICES AREA ATTACHMENT A City. pF SAnk 3n r Sprfl Ville Avl Fowl]) A. Eaptl Are Llavun A. e City of Spokane Valley 'u4rl4 hx n V4 f�naAA Spoth.e Are Eurlti Are Mev. n Rae Spokane count), Spokane `'`' . Vall€y City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. immimi Solid Waste Services Area December, 2017 Attachment 13- Initial Contract Rates The City's disposal fee as it exisLs on the date of execution en' as thereafter modified shall he itemized separately on Customer invoices. The Contractor shall charge Customers the actual disposal cost without mark-up. Waste Management, Inc. Service Level (based un pick ups) Daily Rent Monthly Rent Delivery Charge` Haul Charger :AII Sector Drop -box Collection Non -compacted 10 cubic yard Drop -box $ 2.69 $ 39.52 S 51.53 $ 81.63 Non -compacted 15 cubic yard Drop -box $ 3.68 $ 51.83 S 51.53 $ 81.63 Non -compacted 20 cubic yard Drop -box $ 4.66 $ 64.13 S 51.53 $ 81,63 Non -compacted 25 cubic yard Drop --box $ 4.96 $ 67.52 S 51.53 $ 81.63 Non -compacted 30 cubic yard Drop -box $ 5.24 $ 70.89 S 51.53 $ 81.63 Non -compacted 40 cubic yard Drop -box $ 4.84 $ 86.28 5 51.53 $ 81.63 Compacted 10 cubic yard Drop -box outside contraet S 51.53 $ 131.83 Compacted 0 cubic yard Drop -box outside contract S 51.53 $ 131.83 Compacted 25 cubic yard Drop -box outside contract $ 51.53 $ 131.83 Compacted 30 cubic yard Drop -box outside contract $ 51.53 $ 131,83 Compacted 40 cubic yard Drop -box outside contract S 51.53 $ 131.83 Drop -box Ancillary. Fees Per Unit Multifamily Recycling Fee (per cubic yard err DR size)` $ 5.60 Return 'Trip (per event) $ 23.00 Stand-by Time (per minute) $ 1.60 Container cleaning (per yard of container size) $ 10.00 Drop -box excess mileage (over 5 rni), per oric-way mile $ 3.00 Temporary Containers Service Level Delivery lee Daily Hen laI Monthly Rental Haul Charge Non -compacted 10 cubic yard Drop -box $ 51.53 $ 2.69 $ 39.52 $ 104.99 Non -compacted 20 cubic yard Drop -box $ 51.53 $ 4.66 $ 64.13 $ 104.99 Non -compacted 30 cubic yard Drop -box $ 51.53 $ 5.24 $ 70.89 $ 104.99 Non -compacted 40 cubic yard Drop -box $ 51.53 S 5.81 $ 86.28 $ 10/1.99 Hourly Rate Drop -box 'Irruck + driver $ 75.02 Additional Labor (per person) $ 29.95 The City's disposal fee as it exisLs on the date of execution en' as thereafter modified shall he itemized separately on Customer invoices. The Contractor shall charge Customers the actual disposal cost without mark-up. Waste Management, Inc. Attachment C Recyclables List Recyclables shall be loose, empty, clean and dry, not bagged as follows: MATERIAL TYPE DESCRIPTION PREPARATION INSTRUCTIONS EXCLUSIONS Glass • Food or beverage containers — brown, clear, or green - empty Remove lids; empty of all food or liquids. Labels do not need to be removed. Leaded glass; light bulbs; porcelain; auto glass; windows, mirrors, baking dishes, storage dishes, ceramic, plates, glassware, storage/canning jars. Paper • Office paper, printer/copy paper, construction paper • Newspaper and paper inserts • Magazines and paper inserts • Catalogs • Cardboard • Telephone books • Mail and paper inserts • Envelopes Paper bags • •Cereal, cookie and cracker boxes • Detergent boxes • Paper towel tubes • Toilet paper tubes • Tissue boxes • Non -foil wrapping paper • Kraft paper bags or boxes Remove plastic bags (exterior or interior), plastic packaging, metal, electronics, magnets, twine, straws, lids and any food or liquids. Must be dry. Plastic windows in paper envelopes okay. Shredded paper; paper envelopes with bubble wrap liners, insulation liners or envelopes made from plastic (Tyvek); laminated paper, stickers, labels, photos, carbon paper, paper affixed to magnets; wax- coated cups; pet food bags; mixed material bags; wet or soiled paper; paper with large amounts of paint or glue; Frozen food boxes; Juice boxes: Milk, juice and ice cream cartons; Aseptic containers — e.g. soup, broth, soy milk, almond milk. Cardboard • Cardboard boxes • Cardboard packaging • Cardboard beverage `flats' or nursery 'flats' Flatten all cardboard, cut down to size to fit in cart with lid closed. Remove all interior packaging, block foam, packing peanuts and exterior plastic wrap. Do not bundle with tape or twine. External tape okay. Oversized Waxed cardboard; fiber containing, or that has been in contact with food debris. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Although not an exhaustive list, for education purposes, examples of other exclusions or items that should not be placed in the Recycling Carts are: Any recyclahles materials, or pieces of recyclahles materials less than 2" in size in any dimension. Materials: (a) that contain chemical or other properties deleterious, or capable of causing material damage, to any part of Contractor's property, its personnel or the public; and/or (b) that may materially impair the strength or the durability of the Contractor's structures or equipment. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 cardboard can be flattened and placed next to cart. Must be dry. Metal • Tin, aluminum and Remove all exterior Aluminum foil and steel food or packaging; remove trays; sharp or greasy beverage containers lids; empty of all food metal; batteries; • Empty aerosol cans or liquids. Labels do microwaves; hangers; • Scrap metal (limit: not need to be electrical cords; cell Needs to fit in cart, approx. 2'x2'x2'. 35 lbs.). removed. phones; car snow chains; Metal appliances. Plastic • Food and beverage Plastic bottles with Plastic bags, plastic film; containers plastic screw -on lids plastic bottles that • PET/FETE bottles are okay if lids are contained HHW listed (soda/water bottles) • HDPE bottles/jugs screwed back on, remove all other lids; materials; deli, bakery and produce clamshell (milk jugs; detergent remove straws; empty containers; loose lids — bottles) of all food, liquids or any size; plant trays; • Dairy tubs, e.g. other debris. Labels do PVC; large rigid plastic butter, yogurt, cottage cheese • 5 -gallon buckets not need to be removed. (outdoor furniture, laundry baskets, swimming pools, toys, etc.); hoses; landscaping/sprinkler tubing; foam packaging (block, peanuts, etc.) and foam cups and plates; loose lids; coat hangers. Although not an exhaustive list, for education purposes, examples of other exclusions or items that should not be placed in the Recycling Carts are: Any recyclahles materials, or pieces of recyclahles materials less than 2" in size in any dimension. Materials: (a) that contain chemical or other properties deleterious, or capable of causing material damage, to any part of Contractor's property, its personnel or the public; and/or (b) that may materially impair the strength or the durability of the Contractor's structures or equipment. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 Attachment D Rate Modification Examples Customer charges (including any embedded Administrative Fee) shall be adjusted annually, pursuant to Section 4.2 and as described below: The sum of the collection and any Administrative Fee components listed in Attachment B shall be increased or decreased by the amount of the CPI change: NCC = PCC x [1 + 90% x ((mCPI + nCPI)12) — oCPI oCPI Where NCC = The new collection and any Administrative Fee components, adjusted for excise tax on the Administrative Fee, of the customer rate for a particular service level; and PCC = The previous collection and Administrative Fee components, adjusted for excise tax on the Administrative Fee, of the Customer rate for a particular service level; and mCPI = The semiannual 2"d half CPI average for the previous year (for the period July 1- December 31, 2017, for example); and nCPI = The semiannual I' half CPI average for the current year (for the period January 1- June 30, 2018, for example); and oCPI = The CPI average value for the previous twelve month period (for the period July 1, 2016 — June 30, 2017, for example). For example, using an hypothetical customer rate of $18.52 per month: if the previous CPI is 143.2, the new CPI is 144.3, then the January 2019 Customer charge for that service would be: (144.3-143.2) New Rate = $18.52 x 11+ 90% x 1— $18.64 (143.2) Thus, the new Customer charge for the hypothetical service would be $18.64. The City's disposal fee as it exists on the date of execution or as thereafter modified shall also be itemized separately on Customer invoices. The Contractor shall charge Customers the actual disposal cost without mark-up. Administrative Fee Adjustment In the event the City elects to include an Administrative Fee, the Contractor's service rates shown in Attachment B shall include the embedded Administrative Fee, which may be adjusted from time to time, pursuant to Section 4.2. The initial contract rates do not have an Administrative Fee. However, an example City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 of how the Administrative Fcc may be incorporated is as follows: Assuming an Administrative Fee corresponding to a 1.O% fee on gross receipts from those Customers, on an original hypothetical service fee of $49.50 and creating a new rate of $50.00: Service rate ($49.50 + Administrative Fee ($0.495) + Excise Tax at 1.5% on Administrative Fee ($0.007) = Customer rate of S50.00 (rounded). In the event the City Administrative Fee is adjusted, the Administrative Fee portion of the Contractor's Customer rates shall be adjusted in a manner that retains the Contractor's underlying compensation to ensure that the Contractor remains whole. City of Spokane Valley Comprehensive Drop -box Container Collection Contract Waste Management of Washington, Inc. December, 2017 CITY OF SPOKANE VALLEY Request for Council Action Meeting Date: December 5, 2017 Department Director Approval: Check all that apply: ['consent ❑ old business ['new business ['public hearing ❑ information ® admin. report ['pending legislation ['executive session AGENDA ITEM TITLE: Street Standards Update November, 2017 GOVERNING LEGISLATION: Chapter 35.78 RCW PREVIOUS COUNCIL ACTION TAKEN: • February 2003 - adopted county road standards, ordinance 33 • December 2009 - ordinance 09-033 adopting City's street standards BACKGROUND: Chapter 35.78 RCW requires cities and counties to adopt uniform definitions and design standards for municipal streets and roads. The City adopted the City of Spokane Valley Street Standards in December 2009. The following minor revisions have been incorporated since adoption: • Updated Standard Plans in January 2016 • Updated requirements for sureties in January 2017 The Federal Highway Administration (FHWA) has requested updates to the Maintenance Responsibility Section (Chapter 10) of the Street Standards to ensure that infrastructure funded with federal funds is adequately cared for. In addition, changes to the Street Standards are also needed to address changes to implementation of the Standards and to the City's organizational structure established in early 2017. Staff will discuss the proposed changes to the Street Standards and the schedule for adoption. OPTIONS: Discussion RECOMMENDED ACTION OR MOTION: Discussion only BUDGET/FINANCIAL IMPACTS: Discussion only STAFF CONTACT: Henry Allen, Senior Engineer Gloria Mantz, Engineering Manager ATTACHMENTS: Presentation Street Standards Update Henry Allen, Senior Engineer Gloria Mantz, Engineering Manager Street Standards Spokane Valley December 2009 About the Street Standards ❖ Chapter 35.78 RCW requires the adoption of uniform definitions and design standards for municipal streets and roads. ❖Street Standards provide requirements on the design, construction, operation and maintenance of streets. The Street Standards apply to new development, redevelopment and capital projects. ❖ Chapters include required improvements, traffic analysis, street elements, pavement design, inspection & certification and maintenance. Street Standards History ❖ The Spokane County Road Standards were adopted when the City incorporated ❖ The City of Spokane Valley Street Standards were adopted in December 2009 ❖ Minor revisions since initial adoption • The Standard Plans were updated in January 2016 • Chapter 9 (Surety Requirements) was updated as part of the Comprehensive Plan update in January 2017 3 This Revision ❖ Purpose ■ Address Federal Highway Administration (FHWA) comments on the Street Standards (specifically sidewalk maintenance in chapter 10.2.1) ■ Update Standards and Municipal Code to reflect reorganization and revisions to implementation ❖ Street Standards ■ Minor changes to most chapters to reflect reorganization and revisions to implementation ■ Add a section in Chapter 3 to provide flexibility in traffic analysis ■ Revisions to Chapter 10 (Maintenance Responsibility) section to address FHWA comments ❖ Municipal Code ■ Delete 22.130.080 Future Acquisition Areas ■ 20.80.010 — remove Future Acquisition Areas reference ❖Compile comments for future update in 2019 Today's presentation —Admin Report + Planning Commission ■ Dec 14th 2017 — Study Session and send to Engineers for review ■ Jan 11th 2018 — Public Hearing ■ Jan 25th 2018 — Findings of Fact ❖ City Council ■ Feb 6th 2018 — 1st Reading ■ Feb 13th 2018 — 2nd Reading ❖Compile a list of revisions through 2018 for a full update in 2019 5 Questions? CITY OF SPOKANE VALLEY Request for Council Action Meeting Date: December 5, 2017 Department Director Approval: Check all that apply: ❑ consent ❑ old business ❑ new business ❑ public hearing ❑ information ® admin. report ❑ pending legislation ❑ executive session AGENDA ITEM TITLE: Right -of -Way Acquisition Requirements GOVERNING LEGISLATION: None PREVIOUS COUNCIL ACTION TAKEN: None BACKGROUND: The Uniform Relocation Act (URA) - 49 CFR Part 24 is a federal law that establishes minimum standards for projects when acquiring real estate property or displacing persons from their homes, businesses, or farms. The URA applies to the acquisition, rehabilitation, or demolition of real estate property for federal or federally funded projects, even if there are no federal funds in a right-of-way phase of a project. The URA intends: • To provide uniform, fair and equitable treatment of persons whose real property is acquired or who are displaced in connection with federally funded projects • To ensure relocation assistance is provided to displaced persons or businesses to lessen the emotional and financial impact of displacement • To ensure that no individual or family is displaced unless decent, safe, and sanitary housing is available within the displaced person's financial means • To help improve the housing conditions of displaced persons living in substandard housing • To encourage and expedite acquisition by agreement and without coercion The following are some of the requirements for real property acquisition: • Determine fair market value of the property before negotiations • Provide the owner with a written offer of just compensation and a summary of what is being acquired • Pay for the property before possession • Reimburse expenses resulting from the relocation such as recording fees, prepaid real estate taxes, or other expenses. The following are some of the requirements for residential and non-residential displacements: • Provide relocation advisory services to displaced tenants, owner occupants, and businesses • Provide a minimum 90 days written notice to vacate prior to requiring possession • Reimburse for moving expenses • Provide payments for the added cost of renting or purchasing comparable replacement housing • Provide payments for reestablishing the business such as signage, advertisements, professional services to find suitable location, impact fees and utility connections OPTIONS: Discussion RECOMMENDED ACTION OR MOTION: Discussion only BUDGET/FINANCIAL IMPACTS: Discussion only STAFF CONTACT: Gloria Mantz, Engineering Manager Bill Helbig, City Engineer ATTACHMENTS: Presentation Right-of-Way Acquisitions Program Overview Gloria Mantz, Engineering Manager Bill Helbig, City Engineer 1 Discussion Items • Acquisition Fundaments • Acquisition Examples • Residential Relocations • Non-residential regulations 2 • Acquisition Fundamentals • Property rights acquisitions • Dedications • Donations • Purchase • Types of property rights • Deeded property • Permanent easements • Temporary easements 3 Acquisition Fundamentals • Federal regulations must be followed if any phase of a project is funded by federal funds • Sufficient property rights to construct, operate and maintain facility • Just compensation for acquisitions and any damage • Property Valuation (Fair market value) • Highest and best use • Uneconomic remainder • Cost to cure • Provide replacement housing for displaced residents 4 Negotiations • Present offer at fair market value • No coercion • Must be a win-win for City and property owner • The City has statutory obligation to negotiate in good faith • Condemnation only used as last resort • Council historically has not been willing to condemn property 5 Uniform Relocation Act ■ The URA are minimum standards that intend to: • Provide uniform, fair and equitable treatment of persons whose real property is acquired or who are displaced in connection with federally funded projects • Ensure relocation assistance is provided to displaced persons to lessen the emotional and financial impact of displacement • Ensure that no individual or family is displaced unless decent, safe, and sanitary housing is available within the displaced person's financial means • Help improve the housing conditions of displaced persons living in substandard housing • Encourage and expedite acquisition by agreement and without coercion 6 Advisory Services • Determine needs and special requirements • Tenants • Owner occupied • Relocation assistance • Explain relocation process, entitlements, and payments • Provide referral to comparable properties • Ensure the availability of at least one comparable property • Inspect relocation houses to ensure decent, safe and sanitary • Written notice of maximum replacement housing entitlement at least 90 days before the required day to vacate 8 Residential Displacements • Replacement housing must be: • Functionally similar to present housing • Decent, safe, and sanitary • Not subject to unreasonable adverse environmental conditions • Within financial means of the displaced person • Location generally no less desirable with respect to utilities, commercial and public facilities • Reasonably accessible to place of employment 9 Residential Displacements • Replacement housing payment types: • Price differential for owner occupants of 180 days or more • Rent supplement for owner occupants and tenants of 90 days or more • Down payment assistance for owner occupants of 180 days or more and tenants of 90 days or more • Use or lose it • Not considered income 10 Residential Displacements • Miscellaneous costs • Moving costs - self move, professional or a combination of both • Mortgage interest differential payments • Incidental purchase expenses • Inspection fees • closing costs Non Residential Relocations 12 Advisory Se V a ces • Determine relocation needs and preference for operation • Explain relocation process, eligibility requirements, entitlements, and payments • Explain substitute personal property and actual direct loss of tangible personal property • Provide sources of assistance and technical help • Written notice at least 90 days before the required day to vacate • Provide information on the availability, purchase price, rental cost of suitable replacement • Assist a business to become established • City is not required to find a replacement 13 Non Residential Relocation payments • Moving costs • Reestablishment expenses • Related non-residential eligible expenses • Related moving expenses • Fixed moving payment 14 Non Residential Relocation payments • Moving costs - self move, professional or combination • Reestablishment expenses up to $50,000 • Repairs or improvements to replaced real estate property as required by code, federal, state or local law • Modifications or tenant improvements to accommodate business operation • Exterior signage to advertise business • Paint, paneling or carpeting when soiled or worn • Advertisement of new location • Estimated increased cost for 2 years for items such lease fees, taxes, insurance premiums, or utilities 15 Non Residential Relocation payments • Related non-residential eligible expenses • Professional services to determine suitability of new location • Impact fees and one-time assessments for anticipated heavy utility usage • Utility connection from the adjacent ROW to the new location • Related moving expenses • Search expenses up to $2,500 • Direct loss or purchase of substitute of personal property • Licenses or permits required by the business • Temporary storage • Fixed moving payment or "in lieu" • $1,000 min up to $40,000 • Based on average annual net earning for last 2 years • Not eligible for other any other relocation expense 16 Acquisition Examples Argonne Road (Broadway to Indiana) • Street Preservation Project • Update pedestrian ramps • Small acquisition of 4 parcels at the corners CATALDO AVE 40' PROPOSED RIGHT OF WAY LINE SECTION LINE EXISTING RIGHT OF WAY LINE PROPERTY LINES L Acquisition examples 8th & Carnahan Intersection Improvement • Intersection improvement project • May be near future North Spokane Corridor ramp • Funding has not been secured • Early acquisition • Property was for sale • Acquisition process did not follow federal requirements • Acquisition process may be federalized to be eligible for federal funds in the future F�: Acquisition Examples Pines Road Grade Safety Project • Scope • Add turning lanes north and southbound lane • Improve sight distance at the intersection • Required acquisition from 8 parcels • Property owner refused to reasonably negotiate • Fair market value of the property was $4,116 • Property owners initial counter offer was $75,000 • Property owner final counter offer was $65,000 • City decided not to pursue condemnation and redesigned project. • Project delayed 1.5 years 19 Acquisition Examples 'MN 4.7161E .211111111111!rn, iP Yu' �R�pt E~DOR« ORPRARRER ROPERTE9. LL • Barker Road Grade Separation Project* • 6 partial and one full acquisition • One potential business relocation *May be different depending on the selected alternative 20 Acquisition Examples Pines Road Grade Separation Proj • Pinecroft property • Early acquisition • Protective buying — development of the parcel is imminent and would limit transportation options ect • Remaining acquisition* • 7 parcels including BNSF property • At least two full acquisitions • One potential business relocation *May be different depending on the selected alternative 21 .=-=,,,=7================,-.==,,, Special Meeting: Dec 12, 2017, 4:00 pm Meetin2 with Legislators To: From: Re: DRAFT ADVANCE AGENDA as of November 30, 2017; 4:30 p.m. Please note this is a work in progress; items are tentative Council & Staff City Clerk, by direction of City Manager Draft Schedule for Upcoming Council Meetings 2nd Floor Conference Room, Room N212, City Hall December 12, 2017, Formal Meeting Format, 6:00 p.m. Proclamation: In Appreciation of SCOPE 1. PUBLIC HEARING: Fee Resolution — Chelsie Taylor 2. Consent Agenda (claims, payroll, minutes) 3. Admin Report: Legislative Update Briahna Murray 4. Resolution 17-019 Amending Fees for 2018 — Chelsie Taylor 5. Resolution 17-020 Updating Insurance and Health Related Benefits — John Whitehead 6. Motion Consideration: CenterPlace West Lawn MasterPlan — Mike Stone 7. Motion Consideration: Police Precinct Lease Agreement — John Pietro Idue Tue, Dec 51 (10 minutes) (5 minutes) (25 minutes) (10 minutes) (10 minutes) (10 minutes) (5 minutes) 8. Motion Consideration: Interlocal Approval, Commute Trip Reduction — Morgan Koudelka (10 minutes) 9. Motion Consideration: Solid Waste Drop Box Contract — Erik Lamb, Henry Allen, M.Koudelka (20 mins) a. Contract with Sunshine; b. Contract with Waste Management 10. Admin Report: Nuisances (yard sales, properties, drug houses etc.) — Cary Driskell, Erik Lamb (20 min) 11. Advance Agenda — Mayor Higgins (5 minutes) [*estimated meeting 130 minutes] December 19, 2017, Study Session Format, 6:00 p.m. 1. Density Standards (19.70.050(g)) — Lori Barlow 2. Grade Separation Project Updates — Gloria Mantz, Bill Helbig 3. Police Dept. Monthly Report — Chief Werner 4. Advance Agenda — Mayor Higgins 5. Info Only: Department Reports fdue Tue, Dec 121 (20 minutes) (20 minutes) (10 minutes) (5 minutes) [*estimated meeting 55 minutes] December 26, 2017, Formal Meetin2 Format, 6:00 p.m. Meeting cancelled due to Christmas Holiday Special Note: Jan 2, 2018; 5 pm: Oath of office administered to the five newly elected officials Council Chambers. [Please note this is NOT a meeting. The Council meeting will be held at 6 pm as usual.] January 2, 2018, Study Session, 6:00 p.m. Invocation and Pledge of Allegiance 1. Selection of Mayor and Deputy Mayor — Chris Bainbridge 2. NE Industrial Area Update — John Hohman 3. Open Public Meetings Act, and Public Records Act Training — Cary Driskell 4. Advance Agenda — Mayor [due Tue, Dec 261 (15 minutes) (15 minutes) (40 minutes) (5 minutes) [*estimated meeting: 75 minutes] January 9, 2018, Formal Meetin2 Format, 6:00 p.m. [due Tue, Jan 21 1. Consent Agenda (claims, payroll, minutes) (5 minutes) 2. Resolution Repealing and Replacing Resolution 17-001, Bank Signing Authority — C.Taylor (10 minutes) 3. Motion Consideration: Bid Award Appleway Trail Project, Sullivan to Corbin — Lochmiller/Mantz (10 min) 4. Motion Consideration: Award of LTAC Funds — Chelsie Taylor 5. Appointments: Councilmembers to Committees — Mayor 6. Appointments: Planning Commission — Mayor 7. Appointments: Lodging Tax Advisory Committee — Mayor 8. Advance Agenda — Mayor Draft Advance Agenda 11/30/2017 11:19:59 AM (25 minutes) (10 minutes) (10 minutes) (10 minutes) (5 minutes) [*estimated meeting: 85 minutes] Page 1 of 2 January 16, 2018, Study Session, 6:00 p.m. [due Tue, Jan 9] 1. Water Banking — John Hohman, and Mike Hermiston, Spokane County (15 minutes) 2. Annexation — Erik Lamb, Mike Basinger, Chaz Bates (20 minutes) 3. Advance Agenda — Mayor (5 minutes) [*estimated meeting: minutes] AWC City Action Days: Jan 24-25, 2018 Olympia January 23, 2018, Formal Meeting Format, 6:00 p.m. 1. Consent Agenda (claims, payroll, minutes) 2. Advance Agenda — Mayor [due Tue, Jan 161 (5 minutes) (5 minutes) February 6, 2018, Study Session, 6:00 p.m. [due Tue, Jan 30 [*estimated meeting: minutes] February 13, 2018, Formal Meeting Format, 6:00 p.m. February 20, 2018, Study Session, 6:00 p.m. February 27, 2018, Formal Meeting Format, 6:00 p.m. *time for public or Council comments not included OTHER PENDING AND/OR UPCOMING ISSUES/MEETINGS: Accomplishments Report (2017) Disc Golf Park Donation Recognition Farmers Market 4th Ave, 8th Ave Traffic and Speed Analysis Governance Manual Marijuana Industry, Financial Impact Outside Agency Funding Level (winter workshop) Parental Rights [+staff research time] Police Oversight Committee Police Precinct (officers, cars, carpet, etc.) Resolution/Proclamation Supporting SV Schools Retail Recruitment Follow-up School Interns Second Amendment Sanctuary City Shipping Containers Sign Ordinance Small Cell Regulations Street Classifications Street Illumination (ownership, cost, location) Transportation & Infrastructure Undergrounding Urban Farming & Animal Keeping Utility Facilities in ROW Winter Workshop — Feb/March [due Tue, Feb 6] [due Tue, Feb 13] [due Tue, Feb 20] Draft Advance Agenda 11/30/2017 11:19:59 AM Page 2 of 2